Equibles

10-Q

FIRST FINANCIAL CORP /IN/ (THFF)

10-Q 2021-08-04 For: 2021-06-30
View Original
Added on April 04, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 0-16759

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Indiana 35-1546989
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
One First Financial Plaza, Terre Haute, IN 47807
(Address of principal executive office) (Zip Code)
(812) 238-6000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.125 per share THFF The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer þ
Non-accelerated filer (Do not check if a smaller reporting company) ¨ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ.

As of August 2, 2021, the registrant had outstanding 13,048,229 shares of common stock, without par value.

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FIRST FINANCIAL CORPORATION

FORM 10-Q

INDEX

Page No.
PART I.  Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Income and Comprehensive Income 4
Consolidated Statements of Shareholders’ Equity 5
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34
Item 3.  Quantitative and Qualitative Disclosures about Market Risk 37
Item 4.  Controls and Procedures 40
PART II. Other Information:
Item 1. Legal Proceedings 41
Item 1A. Risk Factors 41
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 41
Item 3.  Defaults upon Senior Securities 41
Item 4.  Mine Safety Disclosures 41
Item 5.  Other Information 41
Item 6.  Exhibits 42
Signatures 43

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Part I – Financial Information

Item 1.Financial Statements

FIRST FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

December 31,<br>2020
ASSETS
Cash and due from banks 677,862 $ 657,470
Federal funds sold 301
Securities available-for-sale 1,020,744
Loans:
Commercial 1,521,711
Residential 604,652
Consumer 479,750
2,606,113
(Less) plus:
Net deferred loan (fees)/costs 4,181
Allowance for credit losses (47,052)
2,563,242
Restricted stock 14,812
Accrued interest receivable 16,957
Premises and equipment, net 62,063
Bank-owned life insurance 95,849
Goodwill 78,592
Other intangible assets 8,972
Other real estate owned 1,012
Other assets 37,530
TOTAL ASSETS 4,753,308 $ 4,557,544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing 780,528 $ 732,694
Interest-bearing:
Certificates of deposit exceeding the FDIC insurance limits 107,764
Other interest-bearing deposits 2,915,487
3,755,945
Short-term borrowings 116,061
Other borrowings 5,859
Other liabilities 82,687
TOTAL LIABILITIES 3,960,552
Shareholders’ equity
Common stock, 0.125 stated value per share;
Authorized shares-40,000,000
Issued shares-16,096,313 in 2021 and 16,075,154 in 2020
Outstanding shares-13,048,229 in 2021 and 13,558,511 in 2020 2,007
Additional paid-in capital 140,820
Retained earnings 521,103
Accumulated other comprehensive income/(loss) 9,764
Less: Treasury shares at cost-3,048,084 in 2021 and 2,516,643 in 2020 (76,702)
TOTAL SHAREHOLDERS’ EQUITY 596,992
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 4,753,308 $ 4,557,544

All values are in US Dollars.

See accompanying notes.

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Dollar amounts in thousands, except per share data)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2021 2020 2021 2020
(unaudited) (unaudited) (unaudited) (unaudited)
INTEREST INCOME:
Loans, including related fees $ 31,966 $ 33,224 $ 63,823 $ 68,258
Securities:
Taxable 3,355 3,624 6,434 7,653
Tax-exempt 2,163 2,008 4,237 3,946
Other 387 400 733 802
TOTAL INTEREST INCOME 37,871 39,256 75,227 80,659
INTEREST EXPENSE:
Deposits 2,090 3,019 4,376 7,549
Short-term borrowings 94 101 192 368
Other borrowings 59 241 118 497
TOTAL INTEREST EXPENSE 2,243 3,361 4,686 8,414
NET INTEREST INCOME 35,628 35,895 70,541 72,245
Provision for credit losses (2,196) 2,965 (1,744) 5,655
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES 37,824 32,930 72,285 66,590
NON-INTEREST INCOME:
Trust and financial services 1,313 1,288 2,618 2,822
Service charges and fees on deposit accounts 2,327 2,102 4,570 5,100
Other service charges and fees 5,039 3,869 9,281 7,199
Securities gains (losses), net 258 31 106 225
Gain on sales of mortgage loans 1,450 1,205 2,843 1,903
Other 544 281 807 622
TOTAL NON-INTEREST INCOME 10,931 8,776 20,225 17,871
NON-INTEREST EXPENSE:
Salaries and employee benefits 16,031 14,323 31,708 30,295
Occupancy expense 2,002 2,162 4,151 4,091
Equipment expense 2,440 2,673 5,018 5,134
FDIC Expense 287 49 585 (181)
Other 7,236 7,676 14,173 15,098
TOTAL NON-INTEREST EXPENSE 27,996 26,883 55,635 54,437
INCOME BEFORE INCOME TAXES 20,759 14,823 36,875 30,024
Provision for income taxes 4,145 2,899 7,384 5,919
NET INCOME 16,614 11,924 29,491 24,105
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes 1,772 3,130 (9,296) 16,228
Change in funded status of post retirement benefits, net of taxes 472 384 944 788
COMPREHENSIVE INCOME $ 18,858 $ 15,438 $ 21,139 $ 41,121
PER SHARE DATA
Basic and Diluted Earnings per Share $ 1.24 $ 0.87 $ 2.19 $ 1.76
Weighted average number of shares outstanding (in thousands) 13,414 13,715 13,473 13,740

See accompanying notes.

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended

June 30, 2021, and 2020

(Dollar amounts in thousands, except per share data)

(Unaudited)

Common<br>Stock Additional<br>Capital Retained<br>Earnings Accumulated<br>Other<br>Comprehensive<br>Income/(Loss) Treasury<br>Stock Total
Balance, April 1, 2020 $ 2,005 $ 139,898 $ 504,236 $ 6,001 $ (70,369) $ 581,771
Net income — — 11,924 — — 11,924
Other comprehensive income (loss) — — — 3,514 — 3,514
Omnibus Equity Incentive Plan 1 205 — — — 206
Cash dividends, $.52 per share — — (7,131) — — (7,131)
Balance, June 30, 2020 $ 2,006 $ 140,103 $ 509,029 $ 9,515 $ (70,369) $ 590,284
Balance, April 1, 2021 $ 2,008 $ 141,024 $ 533,980 $ (832) $ (78,068) $ 598,112
Net income — — 16,614 — — 16,614
Other comprehensive income (loss) — — — 2,244 — 2,244
Omnibus Equity Incentive Plan — 216 — — — 216
Treasury shares purchased (497,000 shares) — — — — (22,024) (22,024)
Cash dividends, $.53 per share — — (6,999) — — (6,999)
Balance, June 30, 2021 $ 2,008 $ 141,240 $ 543,595 $ 1,412 $ (100,092) $ 588,163

See accompanying notes.

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Six Months Ended

June 30, 2021, and 2020

(Dollar amounts in thousands, except per share data)

(Unaudited)

Common<br>Stock Additional<br>Capital Retained<br>Earnings Accumulated<br>Other<br>Comprehensive<br>Income/(Loss) Treasury<br>Stock Total
Balance, January 1, 2020 $ 2,005 $ 139,694 $ 492,055 $ (7,501) $ (68,645) $ 557,608
Net income — — 24,105 — — 24,105
Other comprehensive income (loss) — — — 17,016 — 17,016
Omnibus Equity Incentive Plan 1 409 — — — 410
Treasury shares purchased (46,989 shares) — — — — (1,724) (1,724)
Cash dividends, $.52 per share — — (7,131) — — (7,131)
Balance, June 30, 2020 $ 2,006 $ 140,103 $ 509,029 $ 9,515 $ (70,369) $ 590,284
Balance, January 1, 2021 $ 2,007 $ 140,820 $ 521,103 $ 9,764 $ (76,702) $ 596,992
Net income — — 29,491 — — 29,491
Other comprehensive income (loss) — — — (8,352) — (8,352)
Omnibus Equity Incentive Plan 1 420 — — — 421
Treasury shares purchased (531,441 shares) — — — — (23,390) (23,390)
Cash dividends, $.53 per share — — (6,999) — — (6,999)
Balance, June 30, 2021 $ 2,008 $ 141,240 $ 543,595 $ 1,412 $ (100,092) $ 588,163

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands, except per share data)

Six Months Ended<br>June 30,
2021 2020
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 29,491 $ 24,105
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization (accretion) of premiums and discounts on investments 4,080 3,186
Provision for credit losses (1,744) 5,655
Securities (gains) losses (106) (225)
Gain on sales of mortgage loans (2,843) (1,903)
(Gain) Loss on sale of other real estate 16 36
Restricted stock compensation 421 410
Depreciation and amortization 3,142 2,946
Other, net (4,937) 5,503
NET CASH FROM OPERATING ACTIVITIES 27,520 39,713
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale 9,369 28,161
Calls, maturities and principal reductions on securities available-for-sale 141,410 110,327
Purchases of securities available-for-sale (364,598) (101,291)
Loans made to customers, net of repayment 43,118 (119,340)
Redemption of restricted stock — 200
Purchase of restricted stock (13) (6)
Purchase of bank owned life insurance (10,000) —
Proceeds from sales of other real estate owned 69 357
Net change in federal funds sold (215) 7,500
Additions to premises and equipment (4,114) (2,826)
NET CASH FROM INVESTING ACTIVITIES (184,974) (76,918)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits 232,953 295,206
Net change in short-term borrowings (17,536) 19,977
Maturities of other borrowings — (16,100)
Proceeds from other borrowings — 13,200
Purchase of treasury stock (23,390) (1,724)
Dividends paid (14,181) (14,273)
NET CASH FROM FINANCING ACTIVITIES 177,846 296,286
NET CHANGE IN CASH AND CASH EQUIVALENTS 20,392 259,081
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD 657,470 127,426
CASH AND DUE FROM BANKS, END OF PERIOD $ 677,862 $ 386,507

See accompanying notes.

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FIRST FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying June 30, 2021 and 2020 consolidated financial statements are unaudited. The December 31, 2020 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2020 annual report. The information presented does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The following notes should be read together with notes to the consolidated financial statements included in the 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2020.

1.Significant Accounting Policies

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

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.

The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. The date was subsequently extended to December 31, 2021. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The extent to which the COVID-19 pandemic impacts the Corporation’s business, liquidity, asset valuations, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Moreover, the effects of the COVID-19 pandemic may have a material adverse effect on all or a combination of valuation impairments on the Corporation's intangible assets, investments, loans, or deferred tax assets.

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

The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over 3 years in increments of 33%, 33%, and 34% respectively. For the six months ended 2021 and 2020, 21,159 and 19,688 shares were awarded, respectively. These

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shares had a grant date value of $885 thousand and $837 thousand for 2021 and 2020, vest over three years, and their grant is not subject to future performance measures. Outstanding shares are increased at the award date for the total shares awarded.

2.Allowance for Credit Losses

The following table presents the activity of the allowance for credit losses by portfolio segment for the three months ended June 30.

Allowance for Credit Losses: June 30, 2021
(Dollar amounts in thousands) Commercial Residential Consumer Unallocated Total
Beginning balance $ 16,715 $ 18,839 $ 11,058 $ 164 $ 46,776
Provision for credit losses (1,058) (928) (260) 50 (2,196)
Loans charged-off (113) (243) (795) — (1,151)
Recoveries 149 169 985 — 1,303
Ending Balance $ 15,693 $ 17,837 $ 10,988 $ 214 $ 44,732 Allowance for Credit Losses: June 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
(Dollar amounts in thousands) Commercial Residential Consumer Unallocated Total
Beginning balance $ 9,323 $ 1,452 $ 8,757 $ 1,531 $ 21,063
Provision for credit losses 813 527 1,950 (325) 2,965
Loans charged-off (141) (166) (1,233) — (1,540)
Recoveries 154 63 580 — 797
Ending Balance $ 10,149 $ 1,876 $ 10,054 $ 1,206 $ 23,285

The following table presents the activity of the allowance for credit losses by portfolio segment for the six months ended June 30.

Allowance for Credit Losses: June 30, 2021
(Dollar amounts in thousands) Commercial Residential Consumer Unallocated Total
Beginning balance $ 16,901 $ 19,142 $ 11,009 $ — $ 47,052
Provision for credit losses (1,536) (1,190) 768 214 (1,744)
Loans charged -off (299) (431) (2,759) — (3,489)
Recoveries 627 316 1,970 — 2,913
Ending Balance $ 15,693 $ 17,837 $ 10,988 $ 214 $ 44,732 Allowance for Credit Losses: June 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
(Dollar amounts in thousands) Commercial Residential Consumer Unallocated Total
Beginning balance $ 8,945 $ 1,302 $ 8,304 $ 1,392 $ 19,943
Provision for credit losses 1,333 778 3,730 (186) 5,655
Loans charged -off (674) (423) (3,347) — (4,444)
Recoveries 545 219 1,367 — 2,131
Ending Balance $ 10,149 $ 1,876 $ 10,054 $ 1,206 $ 23,285

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The following table presents loans individually evaluated for impairment by class of loans.

Three Months Ended<br>June 30, 2020 Six Months Ended<br>June 30, 2020
Average<br>Recorded Interest<br>Income Cash Basis<br>Interest Income Average<br>Recorded Interest<br>Income Cash Basis<br>Interest Income
(Dollar amounts in thousands) Investment Recognized Recognized Investment Recognized Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial $ 1,137 $ — $ — $ 1,087 $ — $ —
Farmland 1,324 — — 1,548 — —
Non Farm, Non Residential 3,512 — — 2,341 — —
Agriculture — — — — — —
All Other Commercial 26 — — 26 — —
Residential
First Liens 3,469 — — 3,630 — —
Home Equity — — — — — —
Junior Liens — — — — — —
Multifamily — — — — — —
All Other Residential — — — — — —
Consumer
Motor Vehicle — — — — — —
All Other Consumer — — — — — —
With an allowance recorded:
Commercial
Commercial & Industrial 332 — — 271 — —
Farmland — — — — — —
Non Farm, Non Residential 86 — — 57 — —
Agriculture — — — — — —
All Other Commercial 377 — — 251 — —
Residential
First Liens — — — — — —
Home Equity — — — — — —
Junior Liens — — — — — —
Multifamily 656 — — 437 — —
All Other Residential — — — — — —
Consumer
Motor Vehicle — — — — — —
All Other Consumer — — — — — —
TOTAL $ 10,919 $ — $ — $ 9,648 $ — $ —

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The tables below present the recorded investment in non-performing loans by class of loans.

June 30, 2021
Loans Past<br>Due Over<br>90 Days Still Nonaccrual<br>With No<br>Allowance
(Dollar amounts in thousands) Accruing Nonaccrual For Credit Loss
Commercial
Commercial & Industrial $ 68 $ 3,835 $ 792
Farmland — 111 —
Non Farm, Non Residential — 3,201 3,082
Agriculture — 1,214 —
All Other Commercial — 253 —
Residential
First Liens 1,067 2,696 59
Home Equity 4 85 —
Junior Liens 22 305 —
Multifamily — 1,414 —
All Other Residential — 121 —
Consumer
Motor Vehicle 103 628 —
All Other Consumer 4 493 —
TOTAL $ 1,268 $ 14,356 $ 3,933
December 31, 2020
--- --- --- --- --- --- ---
Loans Past<br>Due Over<br>90 Days Still Nonaccrual<br>With No<br>Allowance
(Dollar amounts in thousands) Accruing Nonaccrual For Credit Loss
Commercial
Commercial & Industrial $ — $ 4,838 $ 1,080
Farmland — 195 —
Non Farm, Non Residential — 3,729 3,267
Agriculture — 409 —
All Other Commercial — 533 24
Residential
First Liens 1,746 2,604 86
Home Equity 88 30 —
Junior Liens 252 206 —
Multifamily — 1,380 —
All Other Residential — 135 —
Consumer
Motor Vehicle 372 754 —
All Other Consumer — 554 —
TOTAL $ 2,458 $ 15,367 $ 4,457

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

June 30, 2021
Collateral Type
(Dollar amounts in thousands) Real Estate Other
Commercial
Commercial & Industrial $ 3,037 $ 1,379
Farmland 2,726
Non Farm, Non Residential 6,516
Agriculture — 190
All Other Commercial 248 —
Residential
First Liens 59 —
Home Equity — —
Junior Liens — —
Multifamily 1,414 —
All Other Residential — —
Consumer
Motor Vehicle — —
All Other Consumer — —
Total $ 14,000 $ 1,569
December 31, 2020
--- --- --- --- --- ---
Collateral Type
(Dollar amounts in thousands) Real Estate Other
Commercial
Commercial & Industrial $ 3,293 $ 2,221
Farmland 2,771
Non Farm, Non Residential 6,838
Agriculture — 599
All Other Commercial 528 24
Residential
First Liens 86 —
Home Equity — —
Junior Liens — —
Multifamily 1,380 —
All Other Residential — —
Consumer
Motor Vehicle — —
All Other Consumer — —
Total $ 14,896 $ 2,844

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

June 30, 2021
30-59 Days 60-89 Days Greater<br>than 90 days Total
(Dollar amounts in thousands) Past Due Past Due Past Due Past Due Current Total
Commercial
Commercial & Industrial $ 682 $ 306 $ 2,783 $ 3,771 $ 622,283 $ 626,054
Farmland 106 220 87 413 116,265 116,678
Non Farm, Non Residential — 68 7 75 355,350 355,425
Agriculture 578 375 1,188 2,141 117,485 119,626
All Other Commercial — — — — 310,781 310,781
Residential
First Liens 761 1,186 1,511 3,458 310,711 314,169
Home Equity 140 20 78 238 58,552 58,790
Junior Liens 59 26 177 262 51,591 51,853
Multifamily — — — — 125,344 125,344
All Other Residential — — — — 16,130 16,130
Consumer
Motor Vehicle 4,224 853 231 5,308 447,023 452,331
All Other Consumer 153 21 4 178 31,627 31,805
TOTAL $ 6,703 $ 3,075 $ 6,066 $ 15,844 $ 2,563,142 $ 2,578,986
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- --- ---
30-59 Days 60-89 Days Greater<br>than 90 days Total
(Dollar amounts in thousands) Past Due Past Due Past Due Past Due Current Total
Commercial
Commercial & Industrial $ 685 $ 746 $ 3,364 $ 4,795 $ 603,777 $ 608,572
Farmland 22 — 91 113 118,528 118,641
Non Farm, Non Residential 155 — 271 426 350,681 351,107
Agriculture 28 30 275 333 146,147 146,480
All Other Commercial — — 24 24 305,612 305,636
Residential
First Liens 5,506 1,866 2,365 9,737 314,730 324,467
Home Equity 260 29 104 393 60,362 60,755
Junior Liens 421 68 341 830 53,346 54,176
Multifamily — — — — 151,042 151,042
All Other Residential — 50 — 50 15,918 15,968
Consumer
Motor Vehicle 6,975 1,294 560 8,829 441,283 450,112
All Other Consumer 164 19 13 196 31,401 31,597
TOTAL $ 14,216 $ 4,102 $ 7,408 $ 25,726 $ 2,592,827 $ 2,618,553

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During the three and six months ended June 30, 2021 and 2020, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDRs.

2021
(Dollar amounts in thousands) Commercial Residential Consumer Total
April 1, $ — $ 3,888 $ 576 $ 4,464
Added — 113 74 187
Charged Off — (27) (32) (59)
Payments — (70) (62) (132)
June 30, $ — $ 3,904 $ 556 $ 4,460 2021
--- --- --- --- --- --- --- --- ---
(Dollar amounts in thousands) Commercial Residential Consumer Total
January 1, $ — $ 3,589 $ 617 $ 4,206
Added — 491 122 613
Charged Off — (27) (75) (102)
Payments — (149) (108) (257)
June 30, $ — $ 3,904 $ 556 $ 4,460
2020
--- --- --- --- ---
(Dollar amounts in thousands) Commercial Residential Consumer Total
April 1, 4 3,438 714 4,156
Added — 63 41 104
Charged Off — — (15) (15)
Payments (4) (270) (72) (346)
June 30, — 3,231 668 3,899

A

2020
(Dollar amounts in thousands) Commercial Residential Consumer Total
January 1, 11 3,485 698 4,194
Added — 123 135 258
Charged Off — (6) (50) (56)
Payments (11) (371) (115) (497)
June 30, — 3,231 668 3,899

Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in 2021 or 2020 resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years. Troubled debt restructurings during the three months ended June 30, 2021 and 2020 did not result in any material charge-offs or additional provision expense.

The Corporation has no allocations of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2021 and 2020. The Corporation has not committed to lend additional amounts as of June 30, 2021 and 2020 to customers with outstanding loans that are classified as troubled debt restructurings. None of the charge-offs during the three and six months ended June 30, 2021 and 2020 were of restructurings that had occurred in the previous 12 months.

The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of

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the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. As of June 30, 2021, 1,454 loans totaling $285 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,147 loans totaling $222 million have resumed normal scheduled payments. 247 remaining loans are still under a debt relief plan, which include 22 commercial loans totaling $52 million that have been provided additional payment relief since the initial payment relief plan. 14 loans totaling $2 million are under the original payment relief plan.

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial loans, with an outstanding balance greater than $100 thousand. Any consumer loans outstanding to a borrower who had commercial loans analyzed will be similarly risk rated. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:

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

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

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

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

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The following tables present the commercial loan portfolio by risk category:

June 30, 2021
Term Loans at Amortized Cost Basis by Origination Year Revolving
2021 2020 2019 2018 2017 Prior Loans Total
Commercial
Commercial and Industrial Pass $125,769 $71,333 $83,160 $49,922 $36,469 $109,164 $103,454 $579,271
Special Mention 2,400 275 1,109 7,683 213 4,290 7,350 $23,320
Substandard 3,222 15 246 3,547 457 4,483 189 $12,159
Doubtful — — — — — — — $0
Not Rated 4,686 2,046 1,233 913 368 212 — $9,458
Subtotal $136,077 $73,669 $85,748 $62,065 $37,507 $118,149 $110,993 $624,208
Farmland Pass $8,582 $10,841 $11,366 $11,677 $8,849 $48,201 $290 $99,806
Special Mention — — 914 — 221 3,644 — $4,779
Substandard 3,455 1,697 2,303 — 694 2,323 — $10,472
Doubtful — — — — — — — $0
Not Rated — — — — — 69 — $69
Subtotal $12,037 $12,538 $14,583 $11,677 $9,764 $54,237 $290 $115,126
Non Farm, Non Residential Pass $38,194 $37,729 $29,150 $35,444 $61,095 $113,770 $7,268 $322,650
Special Mention — — 1,123 — 2,009 12,221 — $15,353
Substandard — — 943 — 1,472 13,657 — $16,072
Doubtful — — — — — — — $0
Not Rated 1 — — — — 531 — $532
Subtotal $38,195 $37,729 $31,216 $35,444 $64,576 $140,179 $7,268 $354,607
Agriculture Pass $2,345 $11,388 $10,525 $2,862 $4,712 $19,823 $51,080 $102,735
Special Mention — — 1,483 — 649 3,588 3,856 $9,576
Substandard — — 340 2 13 1,324 3,827 $5,506
Doubtful — — — — — — — $0
Not Rated — 163 165 67 5 8 — $408
Subtotal $2,345 $11,551 $12,513 $2,931 $5,379 $24,743 $58,763 $118,225
Other Commercial Pass $14,702 $54,969 $46,696 $37,465 $57,965 $90,733 $5,942 $308,472
Special Mention — — — — 5 — — $5
Substandard — — — — — 265 — $265
Doubtful — — — — — — — $0
Not Rated — — — 45 36 718 — $799
Subtotal $14,702 $54,969 $46,696 $37,510 $58,006 $91,716 $5,942 $309,541
Residential
Multifamily >5 Residential Pass $3,552 $41,229 $9,514 $25,918 $10,134 $20,880 $1,942 $113,169
Special Mention — — — — — 10,513 — $10,513
Substandard — — — 1,414 — — — $1,414
Doubtful — — — — — — — $0
Not Rated — — — — — — — $0
Subtotal $3,552 $41,229 $9,514 $27,332 $10,134 $31,393 $1,942 $125,096
Total Pass $193,144 $227,489 $190,411 $163,288 $179,224 $402,571 $169,976 $1,526,103
Special Mention 2,400 275 4,629 7,683 3,097 34,256 11,206 $63,546
Substandard 6,677 1,712 3,832 4,963 2,636 22,052 4,016 $45,888
Doubtful — — — — — — — $0
Not Rated 4,687 2,209 1,398 1,025 409 1,538 — $11,266
Total commercial loans $206,908 $231,685 $200,270 $176,959 $185,366 $460,417 $185,198 $1,646,803

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December 31, 2020
Term Loans at Amortized Cost Basis by Origination Year Revolving
2020 2019 2018 2017 2016 Prior Loans Total
Commercial
Commercial and Industrial Pass $159,494 $77,253 $64,298 $41,806 $20,564 $103,598 $91,615 $558,628
Special Mention 4,848 1,331 4,427 216 1,278 4,566 3,695 $20,361
Substandard 3,780 323 4,187 1,148 3,543 2,565 3,124 $18,670
Doubtful — — — — — — — $0
Not Rated 2,618 1,772 1,446 580 105 2,255 — $8,776
Subtotal $170,740 $80,679 $74,358 $43,750 $25,490 $112,984 $98,434 $606,435
Farmland Pass $10,010 $12,775 $12,149 $10,089 $15,863 $40,338 $1,386 $102,610
Special Mention 988 947 — 230 1,900 2,656 — $6,721
Substandard 1,718 2,303 — 716 1,628 826 — $7,191
Doubtful — — — — — — — $0
Not Rated — — — — — — — $0
Subtotal $12,716 $16,025 $12,149 $11,035 $19,391 $43,820 $1,386 $116,522
Non Farm, Non Residential Pass $39,914 $33,261 $38,111 $63,371 $49,511 $83,052 $4,092 $311,312
Special Mention — 998 — 305 9,982 6,811 — $18,096
Substandard — 1,188 — 4,310 7,484 7,028 — $20,010
Doubtful — — — — — — — $0
Not Rated — — — — — 682 — $682
Subtotal $39,914 $35,447 $38,111 $67,986 $66,977 $97,573 $4,092 $350,100
Agriculture Pass $13,336 $8,330 $3,485 $5,329 $3,732 $16,792 $67,052 $118,056
Special Mention — 1,483 1,203 664 5 428 7,611 $11,394
Substandard — 3,834 18 223 2,435 1,988 5,926 $14,424
Doubtful — — — — — — — $0
Not Rated 159 216 110 6 13 — — $504
Subtotal $13,495 $13,863 $4,816 $6,222 $6,185 $19,208 $80,589 $144,378
Other Commercial Pass $44,673 $57,200 $41,470 $61,442 $40,196 $50,325 $5,162 $300,468
Special Mention — — — 7 — 2,786 — $2,793
Substandard — — — 24 528 24 — $576
Doubtful — — — — — — — $0
Not Rated — 3 52 39 345 — — $439
Subtotal $44,673 $57,203 $41,522 $61,512 $41,069 $53,135 $5,162 $304,276
Residential
Multifamily >5 Residential Pass $44,599 $9,892 $36,563 $19,749 $4,676 $21,704 $1,293 $138,476
Special Mention — — — — 102 10,662 — $10,764
Substandard — — 1,380 — — — — $1,380
Doubtful — — — — — — — $0
Not Rated — — — — — — — $0
Subtotal $44,599 $9,892 $37,943 $19,749 $4,778 $32,366 $1,293 $150,620
Total Pass $312,026 $198,711 $196,076 $201,786 $134,542 $315,809 $170,600 $1,529,550
Special Mention 5,836 4,759 5,630 1,422 13,267 27,909 11,306 $70,129
Substandard 5,498 7,648 5,585 6,421 15,618 12,431 9,050 $62,251
Doubtful — — — — — — — $0
Not Rated 2,777 1,991 1,608 625 463 2,937 — $10,401
Total commercial loans $326,137 $213,109 $208,899 $210,254 $163,890 $359,086 $190,956 $1,672,331

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The Corporation evaluates the credit quality of its other loan portfolios, which includes residential real estate, consumer and lease financing loans, based primarily on the aging status of the loan and payment activity. Accordingly, loans on non-accrual status, loans past due 90 days or more and still accruing interest, and loans modified under troubled debt restructurings are considered to be nonperforming for purposes of credit quality evaluation. The following table presents the balance of our other loan portfolio based on the credit risk profile of loans that are performing and loans that are nonperforming:

June 30, 2021
Term Loans at Amortized Cost Basis by Origination Year Revolving
2021 2020 2019 2018 2017 Prior Loans Total
Residential
First Liens Performing $40,527 $42,894 $24,772 $27,034 $28,361 $143,179 $2,710 $309,477
Non-performing — — 418 71 325 2,962 — $3,776
Subtotal $40,527 $42,894 $25,190 $27,105 $28,686 $146,141 $2,710 $313,253
Home Equity Performing $1,702 $9 $129 $96 $86 $1,392 $55,175 $58,589
Non-performing — — — — — 81 8 $89
Subtotal $1,702 $9 $129 $96 $86 $1,473 $55,183 $58,678
Junior Liens Performing $6,641 $11,703 $10,288 $9,426 $5,155 $7,070 $1,136 $51,419
Non-performing — 7 39 83 125 72 — $326
Subtotal $6,641 $11,710 $10,327 $9,509 $5,280 $7,142 $1,136 $51,745
Other Residential Performing $4,900 $6,673 $1,683 $1,304 $285 $1,104 $0 $15,949
Non-performing — — 59 46 — 33 — $138
Subtotal $4,900 $6,673 $1,742 $1,350 $285 $1,137 $0 $16,087
Consumer
Motor Vehicle Performing $109,757 $200,383 $83,688 $34,784 $15,639 $5,509 $— $449,760
Non-performing 26 158 309 148 60 16 — $717
Subtotal $109,783 $200,541 $83,997 $34,932 $15,699 $5,525 $— $450,477
Other Consumer Performing $8,566 $11,255 $4,603 $1,393 $438 $1,136 $3,782 $31,173
Non-performing 88 189 144 48 24 4 — $497
Subtotal $8,654 $11,444 $4,747 $1,441 $462 $1,140 $3,782 $31,670
Total Performing $172,093 $272,917 $125,163 $74,037 $49,964 $159,390 $62,803 $916,367
Non-performing 114 354 969 396 534 3,168 8 $5,543
Total other loans $172,207 $273,271 $126,132 $74,433 $50,498 $162,558 $62,811 $921,910

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December 31, 2020
Term Loans at Amortized Cost Basis by Origination Year Revolving
2020 2019 2018 2017 2016 Prior Loans Total
Residential
First Liens Performing $47,875 $33,737 $31,634 $36,426 $30,419 $135,456 $3,235 $318,782
Non-performing — 40 95 343 107 4,062 — $4,647
Subtotal $47,875 $33,777 $31,729 $36,769 $30,526 $139,518 $3,235 $323,429
Home Equity Performing $854 $135 $644 $20 $— $1,525 $57,334 $60,512
Non-performing — — 1 — — 91 24 $116
Subtotal $854 $135 $645 $20 $— $1,616 $57,358 $60,628
Junior Liens Performing $13,125 $12,742 $11,139 $6,214 $3,948 $5,099 $1,333 $53,600
Non-performing — 129 48 198 9 66 — $450
Subtotal $13,125 $12,871 $11,187 $6,412 $3,957 $5,165 $1,333 $54,050
Other Residential Performing $9,773 $2,775 $1,372 $292 $178 $733 $651 $15,774
Non-performing — 62 50 — — 39 — $151
Subtotal $9,773 $2,837 $1,422 $292 $178 $772 $651 $15,925
Consumer
Motor Vehicle Performing $245,839 $113,293 $51,649 $24,786 $10,026 $1,600 $— $447,193
Non-performing 318 355 257 127 36 11 — $1,104
Subtotal $246,157 $113,648 $51,906 $24,913 $10,062 $1,611 $— $448,297
Other Consumer Performing $15,298 $7,328 $2,622 $724 $854 $703 $3,352 $30,881
Non-performing 231 200 92 22 — 8 19 $572
Subtotal $15,529 $7,528 $2,714 $746 $854 $711 $3,371 $31,453
Total Performing $332,764 $170,010 $99,060 $68,462 $45,425 $145,116 $65,905 $926,742
Non-performing 549 786 543 690 152 4,277 43 $7,040
Total other loans $333,313 $170,796 $99,603 $69,152 $45,577 $149,393 $65,948 $933,782

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3.Securities

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

June 30, 2021
(Dollar amounts in thousands) Amortized<br>Cost Unrealized<br>Gains Unrealized<br>Losses Fair Value
U.S. Government agencies $ 106,775 $ 4,610 $ (35) $ 111,350
Mortgage Backed Securities - residential 521,939 6,137 (4,338) 523,738
Mortgage Backed Securities - commercial 15,700 408 — 16,108
Collateralized mortgage obligations 180,788 3,024 (613) 183,199
State and municipal obligations 331,748 19,470 (274) 350,944
Municipal taxable 30,069 437 (142) 30,364
U.S. Treasury 657 — — 657
Collateralized debt obligations — 3,265 — 3,265
TOTAL $ 1,187,676 $ 37,351 $ (5,402) $ 1,219,625 December 31, 2020
--- --- --- --- --- --- --- --- ---
(Dollar amounts in thousands) Amortized<br>Cost Unrealized<br>Gains Unrealized<br>Losses Fair Value
U.S. Government agencies $ 92,710 $ 5,105 $ (1) $ 97,814
Mortgage Backed Securities-residential 346,606 8,794 (279) 355,121
Mortgage Backed Securities-commercial 17,931 559 — 18,490
Collateralized mortgage obligations 209,556 4,761 (157) 214,160
State and municipal obligations 285,837 20,294 — 306,131
Municipal taxable 22,440 702 (3) 23,139
U.S. Treasury 2,750 3 — 2,753
Collateralized debt obligations — 3,136 — 3,136
TOTAL $ 977,830 $ 43,354 $ (440) $ 1,020,744

Contractual maturities of debt securities at June 30, 2021 were as follows.

Available-for-Sale
Amortized Fair
(Dollar amounts in thousands) Cost Value
Due in one year or less $ 12,976 $ 13,054
Due after one but within five years 46,327 47,795
Due after five but within ten years 64,143 67,453
Due after ten years 345,803 368,278
469,249 496,580
Mortgage-backed securities and collateralized mortgage obligations 718,427 723,045
TOTAL $ 1,187,676 $ 1,219,625

There were $258 thousand and $263 thousand in gross gains and zero and $157 thousand in losses from investment sales/calls realized by the Corporation for the three and six months ended June 30, 2021. For the three and six months ended June 30, 2020 there were $34 thousand and $278 thousand in gross gains and $3 thousand and $53 thousand in losses on sales/calls of investment securities.

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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 June 30, 2021 and December 31, 2020.

June 30, 2021
Less Than 12 Months More Than 12 Months Total
Unrealized Unrealized Unrealized
(Dollar amounts in thousands) Fair Value Losses Fair Value Losses Fair Value Losses
U.S. Government agencies $ 14,966 $ (34) $ 172 $ (1) $ 15,138 $ (35)
Mortgage Backed Securities - Residential 301,051 (4,338) — — 301,051 (4,338)
Collateralized mortgage obligations 38,343 (610) 3,828 (3) 42,171 (613)
State and municipal obligations 39,138 (274) — — 39,138 (274)
Municipal taxable 8,132 (142) — — 8,132 (142)
U.S. Treasury 207 — — — 207 —
Total temporarily impaired securities $ 401,837 $ (5,398) $ 4,000 $ (4) $ 405,837 $ (5,402)
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- --- ---
Less Than 12 Months More Than 12 Months Total
Unrealized Unrealized Unrealized
(Dollar amounts in thousands) Fair Value Losses Fair Value Losses Fair Value Losses
U.S. Government agencies $ — $ — $ 944 $ (1) $ 944 $ (1)
Mortgage Backed Securities - Residential 76,962 (279) — — 76,962 (279)
Collateralized mortgage obligations 12,282 (108) 3,767 (49) 16,049 (157)
State and municipal obligations 747 (3) — — 747 (3)
U.S. Treasury 250 — — — 250 —
Total temporarily impaired securities $ 90,241 $ (390) $ 4,711 $ (50) $ 94,952 $ (440)

Management evaluates securities for impairment related to credit losses at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for impairment related to credit losses by segregating the portfolio into two general segments.

In evaluating for impairment, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Corporation intends to sell a security or is more likely than not to be required to sell a security before recovery of its amortized cost. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the security's amortized cost is written down to fair value through income. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes.

Gross unrealized losses on investment securities were $5.4 million as of June 30, 2021 and $440 thousand as of December 31, 2020. Management believes these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.

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The table below presents a rollforward of the credit losses recognized in earnings for the three and six month periods ended June 30, 2021 and 2020:

Three Months Ended June 30, Six Months Ended June 30,
(Dollar amounts in thousands) 2021 2020 2021 2020
Beginning balance $ 2,974 $ 2,974 $ 2,974 $ 2,974
Reductions for securities called during the period — — — —
Ending balance $ 2,974 $ 2,974 $ 2,974 $ 2,974

4.Fair Value

FASB ASC No. 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair value of most securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

For those securities that cannot be priced using quoted market prices or observable inputs a Level 3 valuation is determined. These securities are primarily trust preferred securities, which are priced using Level 3 due to current market illiquidity and certain investments in state and municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment. As described previously, management obtains values from other pricing sources to validate the Standard & Poors pricing that they currently utilize. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurements.

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

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June 30, 2021
Fair Value Measurements Using Significant<br>Unobservable Inputs (Level 3)
(Dollar amounts in thousands) Level 1 Level 2 Level 3 Total
U.S. Government agencies $ — $ 111,350 $ — $ 111,350
Mortgage Backed Securities-residential — 523,738 — 523,738
Mortgage Backed Securities-commercial — 16,108 — 16,108
Collateralized mortgage obligations — 183,199 — 183,199
State and municipal — 349,049 1,895 350,944
Municipal taxable — 30,364 — 30,364
U.S. Treasury — 657 — 657
Collateralized debt obligations — — 3,265 3,265
TOTAL $ — $ 1,214,465 $ 5,160 $ 1,219,625
Derivative Assets 1,493
Derivative Liabilities (1,493) December 31, 2020
--- --- --- --- --- --- --- --- ---
Fair Value Measurements Using Significant<br>Unobservable Inputs (Level 3)
(Dollar amounts in thousands) Level 1 Level 2 Level 3 Total
U.S. Government agencies $ — $ 97,814 $ — $ 97,814
Mortgage Backed Securities-residential — 355,121 — 355,121
Mortgage Backed Securities-commercial — 18,490 — 18,490
Collateralized mortgage obligations — 214,160 — 214,160
State and municipal — 304,236 1,895 306,131
Municipal taxable — 23,139 — 23,139
U.S. Treasury — 2,753 — 2,753
Collateralized debt obligations — — 3,136 3,136
TOTAL $ — $ 1,015,713 $ 5,031 $ 1,020,744
Derivative Assets 2,465
Derivative Liabilities (2,465)

There were no transfers between Level 1 and Level 2 during 2021 and 2020.

The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2021 and the year ended December 31, 2020.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three Months Ended June 30, 2021
(Dollar amounts in thousands) State and<br>municipal<br>obligations Collateralized<br>debt<br>obligations Total
Beginning balance, January 1 $ 1,895 $ 3,328 $ 5,223
Total realized/unrealized gains or losses
Included in earnings — — —
Included in other comprehensive income — (63) (63)
Transfers — — —
Settlements — — —
Ending balance, June 30 $ 1,895 $ 3,265 $ 5,160

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Six Months Ended June 30, 2021
(Dollar amounts in thousands) State and<br>municipal<br>obligations Collateralized<br>debt<br>obligations Total
Beginning balance, January 1 $ 1,895 $ 3,136 $ 5,031
Total realized/unrealized gains or losses
Included in earnings — — —
Included in other comprehensive income — 129 129
Transfers — — —
Settlements — — —
Ending balance, June 30 $ 1,895 $ 3,265 $ 5,160 Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
--- --- --- --- --- --- ---
Year Ended December 31, 2020
(Dollar amounts in thousands) State and<br>municipal<br>obligations Collateralized<br>debt<br>obligations Total
Beginning balance, January 1 $ 2,565 $ 3,619 $ 6,184
Total realized/unrealized gains or losses
Included in earnings — — —
Included in other comprehensive income — (483) (483)
Purchases — — —
Settlements (670) — (670)
Ending balance, December 31 $ 1,895 $ 3,136 $ 5,031

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at June 30, 2021.

(Dollar amounts in thousands) Fair Value Valuation Technique(s) Unobservable Input(s) Range
State and municipal obligations $ 1,895 Discounted cash flow Discount rate<br>Probability of default 3.41%-4.44%<br>   0%
Collateral dependent loans $ 3,536 Discounted collateral Discount rate for age of appraisal and market conditions 0.00%-50.00%

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, 2020.

(Dollar amounts in thousands) Fair Value Valuation Technique(s) Unobservable Input(s) Range
State and municipal obligations $ 1,895 Discounted cash flow Discount rate<br>Probability of default 3.41%-4.44% <br>   0%
Collateral dependent loans 6,581 Discounted collateral Discount rate for age of appraisal and market conditions 0.00%-50.00%

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

The following tables presents collateral dependent loans measured at fair value on a non-recurring basis, as of June 30, 2021 and December 31, 2020, which are all considered Level 3.

June 30, 2021
(Dollar amounts in thousands) Carrying<br>Value Allowance<br>for Credit<br>Losses<br>Allocated Fair Value
Commercial
Commercial & Industrial $ 3,625 $ 1,419 $ 2,206
Farmland — — —
Non Farm, Non Residential 3,113 3,029 84
Agriculture — — —
All Other Commercial 248 62 186
Residential
First Liens — — —
Home Equity — — —
Junior Liens — — —
Multifamily 1,414 354 1,060
All Other Residential — — —
Consumer
Motor Vehicle — — —
All Other Consumer — — —
TOTAL $ 8,400 $ 4,864 $ 3,536

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December 31, 2020
(Dollar amounts in thousands) Carrying<br>Value Allowance<br>for Credit<br>Losses<br>Allocated Fair Value
Commercial
Commercial & Industrial $ 4,435 $ 1,363 $ 3,072
Farmland 1,231 35 1,196
Non Farm, Non Residential 3,193 3,038 155
Agriculture 600 162 438
All Other Commercial 528 52 476
Residential
First Liens — — —
Home Equity — — —
Junior Liens — — —
Multifamily 1,380 136 1,244
All Other Residential — — —
Consumer
Motor Vehicle — — —
All Other Consumer — — —
TOTAL $ 11,367 $ 4,786 $ 6,581

The carrying amounts and estimated fair value of financial instruments at June 30, 2021 and December 31, 2020, are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, short-term borrowings, accrued interest receivable and payable, demand deposits, short-term debt and variable-rate loans or deposits that reprice frequently and fully. Security fair values were described previously. For fixed-rate, collectively evaluated loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and considering credit risk. The valuation of individually evaluated loans was described previously. Loan fair value estimates represent an exit price. Fair values of loans held for sale are based on market bids on the loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.

June 30, 2021
Carrying Fair Value
(Dollar amounts in thousands) Value Level 1 Level 2 Level 3 Total
Cash and due from banks $ 677,862 $ 26,702 $ 651,160 $ — $ 677,862
Federal funds sold 516 — 516 — 516
Securities available-for-sale 1,219,625 — 1,214,465 5,160 1,219,625
Restricted stock 14,825 n/a n/a n/a n/a
Loans, net 2,526,222 — — 2,472,093 2,472,093
Accrued interest receivable 15,103 — 5,088 10,015 15,103
Deposits (3,988,751) — (3,997,181) — (3,997,181)
Short-term borrowings (98,525) — (98,525) — (98,525)
Other borrowings (5,888) — (6,322) — (6,322)
Accrued interest payable (719) — (719) — (719)

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December 31, 2020
Carrying Fair Value
(Dollar amounts in thousands) Value Level 1 Level 2 Level 3 Total
Cash and due from banks $ 657,470 $ 25,645 $ 631,825 $ — $ 657,470
Federal funds sold 301 — 301 — 301
Securities available-for-sale 1,020,744 — 1,015,713 5,031 1,020,744
Restricted stock 14,812 n/a n/a n/a n/a
Loans, net 2,563,242 — — 2,560,683 2,560,683
Accrued interest receivable 16,957 — 3,521 13,436 16,957
Deposits (3,755,945) — (3,763,358) — (3,763,358)
Short-term borrowings (116,061) — (116,061) — (116,061)
Other borrowings (5,859) — (6,297) — (6,297)
Accrued interest payable (1,033) — (1,033) — (1,033)

5.Short-Term Borrowings

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

(Dollar amounts in thousands) June 30, 2021 December 31, 2020
Federal Funds Purchased $ 5,775 $ 6,500
Repurchase Agreements 92,750 109,561
$ 98,525 $ 116,061

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

Collateral pledged to repurchase agreements by remaining maturity are as follows:

June 30, 2021
Repurchase Agreements Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands) Overnight and continuous Up to 30 days 30 - 90 days Greater than 90 days Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations $ 86,226 $ 150 $ 143 $ 6,231 $ 92,750 December 31, 2020
--- --- --- --- --- --- --- --- --- --- ---
Repurchase Agreements Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands) Overnight and continuous Up to 30 days 30 - 90 days Greater than 90 days Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations $ 86,335 $ 1,086 $ 21,342 $ 798 $ 109,561

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6.Components of Net Periodic Benefit Cost

Three Months Ended June 30, Six Months Ended June 30,
(Dollar amounts in thousands) Pension Benefits Post-Retirement<br>Health Benefits Pension Benefits Post-Retirement<br>Health Benefits
2021 2020 2021 2020 2021 2020 2021 2020
Service cost $ 338 $ 325 $ 11 $ 9 $ 677 $ 650 $ 22 $ 19
Interest cost 658 779 25 31 1,316 1,558 51 62
Expected return on plan assets (1,179) (1,049) — — (2,357) (2,099) — —
Net amortization of prior service cost — — — — — — — —
Net amortization of net (gain) loss 518 492 — — 1,036 984 — —
Net Periodic Benefit Cost $ 335 $ 547 $ 36 $ 40 $ 672 $ 1,093 $ 73 $ 81

Employer Contributions

First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2020 that it expected to contribute $2.3 million and $715 thousand respectively to its Pension Plan and ESOP and $240 thousand to the Post Retirement Health Benefits Plan in 2021. Contributions of $574 thousand have been made to the Pension Plan thus far in 2021. Contributions of $111 thousand have been made through the first six months of 2021 for the Post Retirement Health Benefits plan. No contributions have been made in 2021 for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first six months of 2021 and 2020 there has been $1.4 million and $870 thousand of expense accrued for potential contributions to these alternative retirement benefit options.

7.New accounting standards

Accounting Pronouncements Adopted:

In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” These amendments remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Corporation adopted ASU 2019-12 on January 1, 2021. ASU 2019-12 did not have a material impact on the Corporation's financial statements.

Recent Accounting Pronouncements:

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

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8.Revenue from Contracts with Customers

All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Corporation's sources of Non-Interest Income for the three and six months ended June 30, 2021 and 2020. Items outside the scope of ASC 606 are noted as such.

Three Months Ended June 30, Six Months Ended June 30,
(Dollar amounts in thousands) 2021 2020 2021 2020
Non-interest income
Service charges on deposits and debit card fee income $ 6,015 $ 5,044 $ 11,610 $ 10,526
Asset management fees 1,313 1,101 2,618 2,392
Interchange income 115 75 199 166
Net gains on sales of loans (a) 1,450 1,205 2,843 1,903
Loan servicing fees (a) 788 327 1,141 652
Net gains/(losses) on sales of securities (a) 258 31 106 225
Other service charges and fees (a) 406 498 822 890
Other (b) 586 495 886 1,117
Total non-interest income $ 10,931 $ 8,776 $ 20,225 $ 17,871

(a) Not within the scope of ASC 606.

(b) The Other category includes gains/(losses) on the sale of OREO for the three months ended June 30, 2021 and June 30, 2020, totaling $16 thousand and $(2) thousand, respectively, and for the six months ended for the same periods, totaling $16 thousand and $(8) thousand,

which is within the scope of ASC 606; the remaining balance is outside the scope of ASC 606.

Service charges on deposits: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Asset management fees: The Corporation earns asset management fees from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e. the trade date. Other related services provided and the fees the Corporation earns, which are based on a fixed fee schedule, are recognized when the services are rendered.

Interchange income: The Corporation earns interchange fees from debit and credit cardholder transactions conducted through the payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Gains/Losses on sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.

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9.Accumulated Other Comprehensive Income

The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three and six months ended June 30, 2021 and 2020.

Unrealized
gains and 2021
(Losses) on<br>available-<br>for-sale Retirement
(Dollar amounts in thousands) Securities plans Total
Beginning balance, April 1, $ 23,094 $ (23,926) $ (832)
Change in other comprehensive income (loss) before reclassification 1,965 — 1,965
Amounts reclassified from accumulated other comprehensive income (193) 472 279
Net current period other comprehensive income (loss) 1,772 472 2,244
Ending balance, June 30, $ 24,866 $ (23,454) $ 1,412 Unrealized
--- --- --- --- --- --- ---
gains and 2021
(Losses) on<br>available-<br>for-sale Retirement
(Dollar amounts in thousands) Securities plans Total
Beginning balance, January 1, $ 34,162 $ (24,398) $ 9,764
Change in other comprehensive income (loss) before reclassification (9,217) — (9,217)
Amounts reclassified from accumulated other comprehensive income (79) 944 865
Net current period other comprehensive income (loss) (9,296) 944 (8,352)
Ending balance, June 30, $ 24,866 $ (23,454) $ 1,412 Unrealized
--- --- --- --- --- --- ---
gains and 2020
(Losses) on<br>available-<br>for-sale Retirement
(Dollar amounts in thousands) Securities plans Total
Beginning balance, April 1, $ 27,991 $ (21,990) $ 6,001
Change in other comprehensive income (loss) before reclassification 3,153 — 3,153
Amounts reclassified from accumulated other comprehensive income (23) 384 361
Net current period other comprehensive income (loss) 3,130 384 3,514
Ending balance, June 30, $ 31,121 $ (21,606) $ 9,515 Unrealized
--- --- --- --- --- --- ---
gains and 2020
(Losses) on<br>available-<br>for-sale Retirement
(Dollar amounts in thousands) Securities plans Total
Beginning balance, January 1, $ 14,893 $ (22,394) $ (7,501)
Change in other comprehensive income (loss) before reclassification 16,397 — 16,397
Amounts reclassified from accumulated other comprehensive income (169) 788 619
Net current period other comprehensive income (loss) 16,228 788 17,016
Ending balance, June 30, $ 31,121 $ (21,606) $ 9,515

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Balance<br>at Current<br>Period Balance<br>at
(Dollar amounts in thousands) 4/1/2021 Change 6/30/2021
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment $ 20,598 $ 1,819 $ 22,417
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment 2,496 (47) 2,449
Total unrealized loss on securities available-for-sale $ 23,094 $ 1,772 $ 24,866
Unrealized gain (loss) on retirement plans (23,926) 472 (23,454)
TOTAL $ (832) $ 2,244 $ 1,412 Balance<br>at Current<br>Period Balance<br>at
--- --- --- --- --- --- ---
(Dollar amounts in thousands) 1/1/2021 Change 6/30/2021
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment $ 31,810 $ (9,393) $ 22,417
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment 2,352 97 2,449
Total unrealized gain (loss) on securities available-for-sale $ 34,162 $ (9,296) $ 24,866
Unrealized loss on retirement plans (24,398) 944 (23,454)
TOTAL $ 9,764 $ (8,352) $ 1,412 Balance<br>at Current<br>Period Balance<br>at
--- --- --- --- --- --- ---
(Dollar amounts in thousands) 4/1/2020 Change 6/30/2020
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment $ 25,566 $ 3,347 $ 28,913
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment 2,425 (217) 2,208
Total unrealized gain (loss) on securities available-for-sale $ 27,991 $ 3,130 $ 31,121
Unrealized loss on retirement plans (21,990) 384 (21,606)
TOTAL $ 6,001 $ 3,514 $ 9,515 Balance<br>at Current<br>Period Balance<br>at
--- --- --- --- --- --- ---
(Dollar amounts in thousands) 1/1/2020 Change 6/30/2020
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment $ 12,178 $ 16,735 $ 28,913
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment 2,715 (507) 2,208
Total unrealized income (loss) on securities available-for-sale $ 14,893 $ 16,228 $ 31,121
Unrealized gain (loss) on retirement plans (22,394) 788 (21,606)
TOTAL $ (7,501) $ 17,016 $ 9,515

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Three Months Ended June 30, 2021
Details about accumulated Amount reclassified from Affected line item in
other comprehensive accumulated other the statement where
income components comprehensive income net income is presented
(in thousands)
Unrealized gains and losses $ 258 Net securities gains (losses)
on available-for-sale (65) Income tax expense
securities $ 193 Net of tax
Amortization of $ (518) (a) Salary and benefits
retirement plan items 46 Income tax expense
$ (472) Net of tax
Total reclassifications for the period $ (279) Net of tax

(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).

Six Months Ended June 30, 2021
Details about accumulated Amount reclassified from Affected line item in
other comprehensive accumulated other the statement where
income components comprehensive income net income is presented
(in thousands)
Unrealized gains and losses $ 106 Net securities gains (losses)
on available-for-sale (27) Income tax expense
securities $ 79 Net of tax
Amortization of $ (1,036) (a) Salary and benefits
retirement plan items 92 Income tax expense
$ (944) Net of tax
Total reclassifications for the period $ (865) Net of tax
Three Months Ended June 30, 2020
--- --- --- ---
Details about accumulated Amount reclassified from Affected line item in
other comprehensive accumulated other the statement where
income components comprehensive income net income is presented
(in thousands)
Unrealized gains and losses $ 31 Net securities gains (losses)
on available-for-sale (8) Income tax expense
securities $ 23 Net of tax
Amortization of $ (492) (a) Salary and benefits
retirement plan items 108 Income tax expense
$ (384) Net of tax
Total reclassifications for the period $ (361) Net of tax

(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).

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Six Months Ended June 30, 2020
Details about accumulated Amount reclassified from Affected line item in
other comprehensive accumulated other the statement where
income components comprehensive income net income is presented
(in thousands)
Unrealized gains and losses $ 225 Net securities gains (losses)
on available-for-sale (56) Income tax expense
securities $ 169 Net of tax
Amortization of $ (984) (a) Salary and benefits
retirement plan items 196 Income tax expense
$ (788) Net of tax
Total reclassifications for the period $ (619) Net of tax

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10.Leases

The Corporation leases certain branches under operating leases. At June 30, 2021, the Corporation had lease liabilities totaling $4,933,000 and right-of-use assets totaling $4,926,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At June 30, 2021, the weighted average remaining lease term for operating leases was 10.3 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.92%.

The calculated amount of the lease liabilities and right-of-use assets are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Corporation's lease agreements often include one or more options to renew at the Corporation's discretion. If at lease inception, the Corporation considers the exercising of a renewal option to be reasonably certain, the Corporation will include the extended term in the calculation of the lease liability and right-of-use asset. Regarding the discount rate, the new standard requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Corporation utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.

The following table represents lease costs and other lease information. As the Corporation elected, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.

Lease costs were as follows:

(Dollar amounts in thousands) Six Months Ended June 30, 2021
Operating lease cost $ 439
Short-term lease cost 83
Variable lease cost 7
Total lease cost $ 529
Other information:
Cash paid for amounts included in the measurement of operating lease liabilities 439
Right-of-use assets obtained in exchange for new operating lease liabilities 7,111

Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2021 were as follows:

(Dollar amounts in thousands) June 30, 2021
Twelve Months Ended June 30,
2022 $ 803
2023 797
2024 703
2025 662
2026 478
Thereafter 2,288
Total Future Minimum Lease Payments 5,731
Amounts Representing Interest (798)
Present Value of Net Future Minimum Lease Payments $ 4,933

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ITEMS 2. and 3. Management's Discussion and Analysis of Financial Condition and Results of Operations

and Quantitative and Qualitative Disclosures About Market Risk

The purpose of this discussion is to point out key factors in the Corporation’s recent performance compared with earlier periods. The discussion should be read in conjunction with the financial statements beginning on page three of this report. All figures are for the consolidated entities. It is presumed the readers of these financial statements and of the following narrative have previously read the Corporation’s financial statements for 2020 in the 10-K filed for the fiscal year ended December 31, 2020.

This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Risks related to COVID-19 include the disruption of local, regional, national and global economic activity caused by infectious disease outbreaks, including the recent outbreak of coronavirus, or COVID-19, and the significant impact that such outbreak has had and may have on our growth, operations, earnings and asset quality; changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally, and specifically resulting from the economic dislocation caused by the COVID-19 pandemic; inaccuracy of the assumptions and estimates that the management of our Corporation makes in establishing reserves for probable credit losses and other estimates generally, and specifically as a result of the effect of the COVID-19 pandemic; and an increase in the rate of personal or commercial customers' bankruptcies generally, and specifically as a result of the COVID-19 pandemic. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Form 10-K for the year ended December 31, 2020, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.

Critical Accounting Policies

Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for credit losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2020 Form 10-K.

Summary of Operating Results

Net income for the three months ended June 30, 2021 was $16.6 million, compared to $11.9 million for the same period in 2020. Basic earnings per share increased to $1.24 for the second quarter of 2021 compared to $0.87 for the same period in 2020. Return on Assets and Return on Equity were 1.40% and 11.06% respectively, for the three months ended June 30, 2021 compared to 1.10% and 8.06% for the three months ended June 30, 2020. Net income for the six months ended June 30, 2021 was $29.5 million, compared to $24.1 million for the same period in 2020. Basic earnings per share increased to $2.19 for the first six months of 2021 compared to $1.76 for the same period in 2020. Return on Assets and Return on Equity were 1.26% and 9.82% respectively, for the six months ended June 30, 2021, compared to 1.16% and 8.30% for the six months ended June 30, 2020.

In March 2020, the outbreak of the Coronavirus Disease 2019 (COVID-19) was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has caused economic and social disruption resulting in unprecedented uncertainty, volatility and disruption in financial markets, and has placed significant health, economic and other major pressures throughout the communities we serve, the United States and globally. While some industries have been impacted more severely

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than others, all businesses have been impacted to some degree. This disruption has resulted in the shuttering of businesses across the country, significant job loss, material decreases in oil and gas prices and in business valuations, changes in consumer behavior related to pandemic fears, and aggressive measures by the federal government.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.

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

Net Interest Income

The Corporation's primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest paid for deposits and other sources of funds. Net interest income decreased $267 thousand in the three months ended June 30, 2021 to $35.6 million from $35.9 million in the same period in 2020. The net interest margin for the three months ended June 30, 2021 is 3.23% compared to 3.97% for the same period in 2020, a 18.64% decrease. Net interest income decreased $1.7 million in the six months ended June 30, 2021 to $70.5 million from $72.2 million in the same period in 2020. The net interest margin for the six months ended June 30, 2021 is 3.25% compared to 4.05% for the same period in 2020. Interest rates dropped significantly from 2020 to 2021, due to federal rate adjustments in response to the COVID-19 pandemic. Also, as a result of the pandemic, cash on hand increased significantly, which yields at a much lower rate.

Non-Interest Income

Non-interest income for the three months ended June 30, 2021 was $10.9 million compared to $8.8 million for the same period of 2020. Non-interest income for the six months ended June 30, 2021 was $20.2 million compared to $17.9 million for the same period in 2020. The increase in service charges and fees from 2020 to 2021 is primarily due to increases in debit card fee income.

Non-Interest Expenses

The Corporation’s non-interest expense for the quarter ended June 30, 2021 was $28.0 million compared to $26.9 million for the same period in 2020. The Corporation's non-interest expense for the six months ended June 30, 2021 increased $1.2 million to $55.6 million compared to the same period in 2020.

Allowance for Credit Losses

The Corporation’s provision for credit losses decreased to $(2.2) million for the second quarter of 2021 as compared to $3.0 million for the same period in 2020. Net recoveries for the second quarter of 2021 were $152 thousand compared to net charge offs of $743 thousand for the same period of 2020. The provision for loan losses decreased $7.4 million to $(1.7) million for the six months ended June 30, 2021 compared to $5.7 million for the same period in 2020. Net charge offs for the first six months of 2021 decreased $1.7 million to $576 thousand compared to the same period in 2020. In the first three quarters of 2020 the provision was calculated using the incurred loss basis. Beginning in the fourth quarter 2020, the provision was calculated using CECL. In 2020 the provision was adjusted to add in a component for potential losses due to COVID-19. In 2021 those potential losses have not been realized, and the economy has shown improvements which allowed for the decrease in provision. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of changes in CECL model assumptions of credit quality, economic conditions, and loan composition, management believes the allowance is adequate.

Income Tax Expense

The Corporation’s effective income tax rate for the first six months of 2021 was 20.02% compared to 19.71% for the same period in 2020.

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Non-performing Loans

Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, (2) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and (3) loans past due ninety days or more as to principal or interest. Non-performing loans decreased to $20.0 million at June 30, 2021 compared to $21.9 million at December 31, 2020. Nonperforming loans decreased 12.9% compared to $23.0 million as of June 30, 2020. A summary of non-performing loans at June 30, 2021 and December 31, 2020 follows:

(000's)
June 30, 2021 December 31, 2020
Non-accrual loans $ 14,356 $ 15,367
Accruing restructured loans 3,421 3,052
Nonaccrual restructured loans 1,039 1,154
Accruing loans past due over 90 days 1,202 2,324
$ 20,018 $ 21,897
Ratio of the allowance for credit losses
as a percentage of non-performing loans 223.5 % 214.9 %

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

(000's)
June 30, 2021 December 31, 2020
Non-accrual loans
Commercial loans $ 8,614 $ 9,704
Residential loans 4,621 4,355
Consumer loans 1,121 1,308
$ 14,356 $ 15,367
Past due 90 days or more
Commercial loans $ 67 $ —
Residential loans 1,030 1,962
Consumer loans 105 362
$ 1,202 $ 2,324

The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. The date was subsequently extended to December 31, 2021. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. As of June 30, 2021, 1,454 loans totaling $285 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,147 loans totaling $222 million have resumed normal scheduled payments. 247 remaining loans are still under a debt relief plan, which include 22 commercial loans totaling $52 million that have been provided additional payment relief since the initial payment relief plan. 14 loans totaling $2 million are under the original payment relief plan. On these modifications, we have granted payment deferrals, generally for up to three months.

Interest Rate Sensitivity and Liquidity

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

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Interest Rate Risk

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

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

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

The table below shows the Corporation’s estimated sensitivity profile as of June 30, 2021. The change in interest rates assumes a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would increase 4.94% over the next 12 months and increase 9.07% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 5.70% over the next 12 months and decrease 9.31% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change.

Basis Point Percentage Change in Net Interest Income
Interest Rate Change 12 months 24 months 36 months
Down 100 -5.70 -9.31 -11.30
Up 100 4.94 9.07 12.32
Up 200 5.96 13.56 20.05

Typical rate shock analysis does not reflect management’s ability to react and thereby reduce the effect of rate changes, and represents a worst-case scenario.

Liquidity Risk

Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers, and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Generally the Corporation relies on deposits, loan repayments and repayments of investment securities as its primary sources of funds. The Corporation has $13.1 million of investments that mature throughout the next 12 months. The Corporation also anticipates $154.2 million of principal payments from mortgage-backed and other securities. Given the current rate environment, the Corporation anticipates $21.8 million in securities to be called within the next 12 months. The Corporation also has unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis and several correspondent banks. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

Financial Condition

Comparing the first six months of 2021 to the same period in 2020, loans, net of deferred loan costs, have decreased $208 million to $2.6 billion. Deposits increased 11.7% to $3.99 billion at June 30, 2021 compared to June 30, 2020. Shareholders' equity decreased 0.36% or $2.1 million. This financial performance increased book value per share 4.73% to $45.08 at June 30, 2021 from $43.04 at June 30, 2020. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding.

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As a Small Business Administration lender, we were well positioned to assist business customers in accessing funds available through the Paycheck Protection Program (“PPP”) implemented in April 2020. Through June 30, 2021, we processed approximately $253 million of approved PPP loans.

Capital Adequacy

The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.

Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.

Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.

Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.

To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 8.50 percent and a Total capital ratio of 10.50 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank.

The fully phased in capital conservation buffer set the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% and the total capital at 10.5%. Currently the Corporation exceeds all of these minimums.

June 30, 2021 December 31, 2020 To Be Well Capitalized
Common equity tier 1 capital
Corporation 17.15 % 16.15 % N/A
First Financial Bank 16.61 % 15.78 % 6.50 %
Total risk-based capital
Corporation 18.40 % 17.40 % N/A
First Financial Bank 17.86 % 17.03 % 10.00 %
Tier I risk-based capital
Corporation 17.15 % 16.15 % N/A
First Financial Bank 16.61 % 15.78 % 8.00 %
Tier I leverage capital
Corporation 10.72 % 11.24 % N/A
First Financial Bank 10.21 % 10.90 % 5.00 %

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ITEM 4.Controls and Procedures

First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of June 30, 2021, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of June 30, 2021 were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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PART II – Other Information

ITEM 1.Legal Proceedings.

There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party to or of which any of their respective property is subject. Further, there is no material legal proceeding in which any director, officer, principal shareholder, or affiliate of the Corporation or any of its subsidiaries, or any associate of such director, officer, principal shareholder or affiliate is a party, or has a material interest, adverse to the Corporation or any of its subsidiaries.

ITEM 1A.Risk Factors.

There have been no material changes in the risk factors from those disclosed in the Corporation’s 2020 Form 10-K filed for December 31, 2020.

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) Not applicable.

(c) Purchases of Equity Securities

The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On October 29, 2020 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporations outstanding shares of common stock, or approximately 685,726 shares may be repurchased.

Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.

(c)
Total Number Of Shares
Purchased As Part Of (c) Maximum
(a) Total Number Of (b) Average Price Publicly Announced Plans Number of Shares That May Yet
Shares Purchased Paid Per Share Or Programs * Be Purchased *
April 1-30, 2021 8,447 44.04 8,447 488,553
May 1-31, 2021 154,310 44.87 154,310 334,243
June 1-30, 2021 334,243 44.06 334,243 —
Total 497,000 44.31 497,000 —

ITEM 3.Defaults upon Senior Securities.

Not applicable.

ITEM 4.Mine Safety Disclosures

Not applicable.

ITEM 5.Other Information.

Not applicable.

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ITEM 6.Exhibits.

Exhibit No.: Description of Exhibit:
3.1 Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2 Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on August 24, 2012.
3.3 Resolution to Amend Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(iii) of the Corporation’s Form 8-K filed on April 13, 2020.
10.1* Employment Agreement for Norman L. Lowery, dated and effective July 1, 2021, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on July 1, 2021.
10.2* 2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
10.5* 2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed on September 4, 2007.
10.6* 2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed on September 4, 2007.
10.7* 2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed on September 4, 2007.
10.9* First Financial Corporation 2010 Long-Term Incentive Compensation Plan incorporated by reference to Exhibit 10. 9 of the Corporation’s Form 10-K filed March 15, 2011.
10.10* First Financial Corporation 2011 Short-Term Incentive Compensation Plan incorporated by reference to Exhibit 10.10 of the Corporation’s Form 10-K filed March 15, 2011.
10.11* First Financial Corporation Amended and Restated 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K for the annual meeting filed on April 27, 2021.
10.12* Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.12 of the Corporation's Form 10-Q for the quarter ended March 31, 2012 filed on May 10, 2012.
10.13* Employment Agreement for Norman D. Lowery, effective July 1, 2021, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed July 1, 2021.
10.14* Employment Agreement for Rodger A. McHargue, effective July 1, 2021, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed July 1, 2021.
10.15* Employment Agreement for Steven H. Holliday, effective July 1, 2021, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed July 1, 2021.
10.16* Employment Agreement for Karen L. Stinson-Milienu, effective July 1, 2021, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed July 1, 2021.
31.1 Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 by Principal Executive Officer, dated August 4, 2021.
31.2 Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 by Principal Financial Officer, dated August 4, 2021.
32.1 Certification, dated August 4, 2021, of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended June 30, 2021.
101.1 Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended June 30, 2021, formatted in XBRL pursuant to Rule 405 : (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail**.

*Management contract or compensatory plan or arrangement.

**Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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SIGNATURES

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

FIRST FINANCIAL CORPORATION
(Registrant)
Date: August 4, 2021 By     /s/ Norman L. Lowery
Norman L. Lowery, Chairman, President and CEO
(Principal Executive Officer)
Date: August 4, 2021 By     /s/ Rodger A. McHargue
Rodger A. McHargue, Treasurer and CFO
(Principal Financial Officer)

43

Document

Exhibit 31.1

Sarbanes-Oxley Act of 2002, Section 302

Certification of Principal Executive Officer

I, Norman L. Lowery, certify that:

1 I have reviewed this quarterly report on Form 10-Q of First Financial Corporation;
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4 The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l5d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5 The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 4, 2021

By   /s/ Norman L. Lowery
Norman L. Lowery,
Chairman, President and CEO
(Principal Executive Officer)

Document

Exhibit 31.2

Sarbanes-Oxley Act of 2002, Section 302

Certification of Principal Executive Officer

I, Rodger A. McHargue, certify that:

1 I have reviewed this quarterly report on Form 10-Q of First Financial Corporation;
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4 The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l5d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5 The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 4, 2021

By   /s/ Rodger A. McHargue
Rodger A. McHargue
Treasurer and CFO
(Principal Financial Officer)

Document

Exhibit 32.1

Sarbanes-Oxley Act of 2002, Section 906

Certification of Principal Executive and Principal Financial Officers

In connection with the Quarterly Report on Form 10-Q of First Financial Corporation (the “Company”) for the Quarterly period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Norman L. Lowery , as the Chief Executive Officer of the Company, and Rodger A. McHargue, as the Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1.     This Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2021 By    /s/ Norman L. Lowery
Norman L. Lowery, Chairman, President & CEO
(Principal Executive Officer)
August 4, 2021 By  /s/ Rodger A. McHargue
Rodger A. McHargue, Treasurer & CFO
(Principal Financial Officer)

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