UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For The Quarterly Period Ended ~~September 30, 2022~~March 31, 2023


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

For the transition period from to

Commission File Number 0-16759

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	35-1546989
(State or other jurisdiction	(I.R.S. Employer
incorporation or organization)	Identification No.)

One First Financial Plaza, Terre Haute, IN	47807
(Address of principal executive office)	(Zip Code)

(812)	238-6000
(Registrant’s telephone number, including area code)

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


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

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

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

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


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

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

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

Yes ☐ No ☑.

As of ~~November~~May 1, ~~2022,~~2023, the registrant had outstanding ~~12,021,998~~12,065,888 shares of common stock, without par value.

Table of Contents

FIRST FINANCIAL CORPORATION

FORM 10-Q

INDEX


	Page No.
PART I. Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets	3

Consolidated Statements of Income and Comprehensive Income (Loss)	4

Consolidated Statements of Shareholders’ Equity	5

Consolidated Statements of Cash Flows	76

Notes to Consolidated Financial Statements	87

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3228

Item 3. Quantitative and Qualitative Disclosures about Market Risk	3228

Item 4. Controls and Procedures	3934

PART II. Other Information:

Item 1. Legal Proceedings	4035

Item 1A. Risk Factors	4035

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4035

Item 3. Defaults upon Senior Securities	4036

Item 4. Mine Safety Disclosures	4036

Item 5. Other Information	4036

Item 6. Exhibits	4137

Signatures	4238

Table of Contents

Part I – Financial Information

Item 1.Financial Statements

FIRST FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
	(unaudited)				(unaudited)
ASSETS
Cash and due from banks	$	328,222	$	682,807	$	82,621	$	222,517
Federal funds sold		8,223		308		12,931		9,374
Securities available-for-sale		1,331,985		1,364,734		1,340,781		1,330,481
Loans:
Commercial		1,717,265		1,674,066		1,798,240		1,798,260
Residential		676,400		664,509		675,978		673,464
Consumer		570,245		474,026		598,299		588,539
		2,963,910		2,812,601		3,072,517		3,060,263
(Less) plus:
Net deferred loan (fees)/costs		6,565		3,294		7,527		7,175
Allowance for credit losses		(39,495)		(48,305)		(39,620)		(39,779)
		2,930,980		2,767,590		3,040,424		3,027,659
Restricted stock		15,372		16,200		15,384		15,378
Accrued interest receivable		19,128		16,946		20,402		21,288
Premises and equipment, net		68,113		69,522		68,158		66,147
Bank-owned life insurance		116,034		116,997		116,117		115,704
Goodwill		86,985		86,135		86,985		86,985
Other intangible assets		7,024		8,024		6,396		6,714
Other real estate owned		214		108		336		337
Other assets		97,059		45,728		76,286		86,697
TOTAL ASSETS	$	5,009,339	$	5,175,099	$	4,866,821	$	4,989,281
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	894,348	$	914,933	$	830,233	$	857,920
Interest-bearing:
Certificates of deposit exceeding the FDIC insurance limits		56,596		74,015		58,476		50,608
Other interest-bearing deposits		3,456,562		3,420,621		3,276,689		3,460,343
		4,407,506		4,409,569		4,165,398		4,368,871
Short-term borrowings		89,321		93,374		108,584		70,875
Other borrowings		9,593		15,937		34,585		9,589
Other liabilities		64,293		73,643		52,755		64,653
TOTAL LIABILITIES		4,570,713		4,592,523		4,361,322		4,513,988
Shareholders’ equity
Common stock, $0.125 stated value per share; Authorized shares-40,000,000 Issued shares-16,114,992 in 2022 and 16,096,313 in 2021 Outstanding shares-12,021,998 in 2022 and 12,629,893 in 2021		2,011		2,009
Common stock, $0.125 stated value per share; Authorized shares-40,000,000 Issued shares-16,137,220 in 2023 and 16,114,992 in 2022 Outstanding shares-12,065,888 in 2023 and 12,051,964 in 2022						2,012		2,012
Additional paid-in capital		142,596		141,979		143,408		143,185
Retained earnings		607,220		559,139		630,809		614,829
Accumulated other comprehensive income/(loss)		(167,375)		(2,426)
Less: Treasury shares at cost-4,092,994 in 2022 and 3,466,420 in 2021		(145,826)		(118,125)
Accumulated other comprehensive loss						(125,589)		(139,974)
Less: Treasury shares at cost-4,071,332 in 2023 and 4,063,028 in 2022						(145,141)		(144,759)
TOTAL SHAREHOLDERS’ EQUITY		438,626		582,576		505,499		475,293
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,009,339	$	5,175,099	$	4,866,821	$	4,989,281

See accompanying notes.

Table of Contents

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands, except per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2022		2021		2022		2021		2023		2022
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
INTEREST INCOME:
Loans, including related fees	$	38,021	$	31,937	$	104,683	$	95,760	$	44,595	$	32,357
Securities:
Taxable		7,327		3,627		17,958		10,061		6,236		4,583
Tax-exempt		2,562		2,234		7,402		6,471		2,598		2,348
Other		336		347		1,059		1,080		1,271		365
TOTAL INTEREST INCOME		48,246		38,145		131,102		113,372		54,700		39,653
INTEREST EXPENSE:
Deposits		4,644		1,959		8,793		6,335		9,527		1,676
Short-term borrowings		418		99		676		291		808		82
Other borrowings		80		59		249		177		30		84
TOTAL INTEREST EXPENSE		5,142		2,117		9,718		6,803		10,365		1,842
NET INTEREST INCOME		43,104		36,028		121,384		106,569		44,335		37,811
Provision for credit losses		1,050		(1,500)		(4,750)		(3,244)		1,800		(6,550)
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		42,054		37,528		126,134		109,813		42,535		44,361
NON-INTEREST INCOME:
Trust and financial services		1,015		1,156		3,687		3,774		1,317		1,372
Service charges and fees on deposit accounts		6,965		6,421		20,698		18,031		6,818		6,654
Other service charges and fees		160		135		488		957		204		106
Securities gains (losses), net		—		5		5		111
Securities gains, net										—		5
Interchange income		149		224		418		423		47		118
Loan servicing fees		457		344		1,184		1,485		285		359
Gain on sales of mortgage loans		440		1,426		1,705		4,268		180		662
Other		2,954		1,381		7,963		2,268		524		4,462
TOTAL NON-INTEREST INCOME		12,140		11,092		36,148		31,317		9,375		13,738
NON-INTEREST EXPENSE:
Salaries and employee benefits		15,943		15,770		48,953		47,478		17,158		17,342
Occupancy expense		2,525		2,151		7,419		6,302		2,599		2,522
Equipment expense		3,311		2,177		9,177		7,195		3,299		2,907
FDIC Expense		556		313		1,526		898		787		428
Other		9,169		8,048		26,447		22,221		8,478		8,145
TOTAL NON-INTEREST EXPENSE		31,504		28,459		93,522		84,094		32,321		31,344
INCOME BEFORE INCOME TAXES		22,690		20,161		68,760		57,036		19,589		26,755
Provision for income taxes		4,639		4,063		14,172		11,447		3,609		5,831
NET INCOME		18,051		16,098		54,588		45,589		15,980		20,924
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes		(41,060)		(2,985)		(165,893)		(12,281)		14,238		(68,914)
Change in funded status of post retirement benefits, net of taxes		315		471		944		1,415		147		315
COMPREHENSIVE INCOME (LOSS)	$	(22,694)	$	13,584	$	(110,361)	$	34,723	$	30,365	$	(47,675)
PER SHARE DATA
Basic and Diluted Earnings per Share	$	1.50	$	1.24	$	4.45	$	3.42	$	1.33	$	1.67
Weighted average number of shares outstanding (in thousands)		12,029		13,019		12,270		13,320		12,058		12,538

See accompanying notes.

Table of Contents

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended

~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~

(Dollar amounts in thousands, except per share data)

(Unaudited)


							Accumulated												Accumulated
							Other												Other
	Common		Additional		Retained		Comprehensive		Treasury				Common		Additional		Retained		Comprehensive		Treasury
	Stock		Capital		Earnings		Income/(Loss)		Stock		Total		Stock		Capital		Earnings		Income/(Loss)		Stock		Total
Balance, July 1, 2021	$	2,008	$	141,240	$	543,595	$	1,412	$	(100,092)	$	588,163
Balance, January 1, 2022													$	2,009	$	141,979	$	559,139	$	(2,426)	$	(118,125)	$	582,576
Net income		—		—		16,098		—		—		16,098		—		—		20,924		—		—		20,924
Other comprehensive income (loss)		—		—		—		(2,514)		—		(2,514)		—		—		—		(68,599)		—		(68,599)
Omnibus Equity Incentive Plan		1		216		—		—		—		217		1		206		—		—		—		207
Treasury shares purchased (176,293 shares)		—		—		—		—		(7,029)		(7,029)
Balance, September 30, 2021	$	2,009	$	141,456	$	559,693	$	(1,102)	$	(107,121)	$	594,935
Treasury shares purchased (213,263 shares)														—		—		—		—		(9,664)		(9,664)
Balance, March 31, 2022													$	2,010	$	142,185	$	580,063	$	(71,025)	$	(127,789)	$	525,444

Balance, July 1, 2022	$	2,011	$	142,390	$	589,169	$	(126,630)	$	(145,409)	$	461,531
Balance, January 1, 2023													$	2,012	$	143,185	$	614,829	$	(139,974)	$	(144,759)	$	475,293
Net income		—		—		18,051		—		—		18,051		—		—		15,980		—		—		15,980
Other comprehensive income (loss)		—		—		—		(40,745)		—		(40,745)		—		—		—		14,385		—		14,385
Omnibus Equity Incentive Plan		—		206		—		—		—		206		—		223		—		—		—		223
Treasury shares purchased (9,125 shares)		—		—		—		—		(417)		(417)
Cash dividends, $0 per share		—		—		—		—		—		—
Balance, September 30, 2022	$	2,011	$	142,596	$	607,220	$	(167,375)	$	(145,826)	$	438,626
Treasury shares purchased (8,304 shares)														—		—		—		—		(382)		(382)
Balance, March 31, 2023													$	2,012	$	143,408	$	630,809	$	(125,589)	$	(145,141)	$	505,499

See accompanying notes.

~~Table of Contents~~

~~FIRST FINANCIAL CORPORATION~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~Nine Months Ended~~

~~September 30, 2022, and 2021~~

~~(Dollar amounts in thousands, except per share data)~~

~~(Unaudited)~~

Accumulated





Other

Common

Additional

Retained

Comprehensive

Treasury

Stock

Capital

Earnings

Income/(Loss)

Stock

Total
Balance, January 1, 2021

$
2,007

$
140,820

$
521,103

$
9,764

$
(76,702)

$
596,992
Net income

—

—

45,589

—

—

45,589
Other comprehensive income (loss)

—

—

—

(10,866)

—

(10,866)
Omnibus Equity Incentive Plan

2

636

—

—

—

638
Treasury shares purchased (707,734 shares)

—

—

—

—

(30,419)

(30,419)
Cash dividends, $.53 per share

—

—

(6,999)

—

—

(6,999)
Balance, September 30, 2021

$
2,009

$
141,456

$
559,693

$
(1,102)

$
(107,121)

$
594,935

Balance, January 1, 2022

$
2,009

$
141,979

$
559,139

$
(2,426)

$
(118,125)

$
582,576
Net income

—

—

54,588

—

—

54,588
Other comprehensive income (loss)

—

—

—

(164,949)

—

(164,949)
Omnibus Equity Incentive Plan

2

617

—

—

—

619
Treasury shares purchased (626,574 shares)

—

—

—

—

(27,701)

(27,701)
Cash dividends, $.54 per share

—

—

(6,507)

—

—

(6,507)
Balance, September 30, 2022

$
2,011

$
142,596

$
607,220

$
(167,375)

$
(145,826)

$
438,626

Table of Contents

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands, except per share data)


	Nine Months Ended				Three Months Ended
	September 30,				March 31,
	2022		2021		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	54,588	$	45,589	$	15,980	$	20,924
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization (accretion) of premiums and discounts on investments		5,174		6,207		1,275		1,903
Provision for credit losses		(4,750)		(3,244)		1,800		(6,550)
Securities (gains) losses		(5)		(111)
Gain on sales of mortgage loans		(1,705)		(4,268)
Securities gains						—		(5)
Depreciation and amortization						1,581		1,529
Restricted stock compensation						223		207
Gain on sale of mortgage loans						(180)		(662)
(Gain) Loss on sale of other real estate		26		10		4		—
Restricted stock compensation		619		638
Depreciation and amortization		4,615		4,670
Other, net		(6,266)		(6,583)		3,094		3,199
NET CASH FROM OPERATING ACTIVITIES		52,296		42,908		23,777		20,545
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale		—		9,369
Calls, maturities and principal reductions on securities available-for-sale		141,274		198,613		29,900		50,504
Purchases of securities available-for-sale		(329,564)		(479,007)		(22,911)		(138,610)
Proceeds from loans held for sale previously classified as portfolio loans		12,802		—
Loans made to customers, net of repayment		(168,558)		135,691		(14,020)		11,188
Net change in federal funds sold						(3,557)		(428)
Redemption of restricted stock		1,871		—		—		1,605
Purchase of restricted stock		(1,043)		(25)		(6)		(952)
Purchase of bank owned life insurance		—		(10,000)
Proceeds from sales of other real estate owned		223		237		40		67
Net change in federal funds sold		(7,915)		(5,882)
Additions to premises and equipment		(2,206)		(4,547)		(3,274)		(1,641)
NET CASH FROM INVESTING ACTIVITIES		(353,116)		(155,551)		(13,828)		(78,267)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits		(1,150)		272,903		(203,260)		(14,055)
Net change in short-term borrowings		(4,053)		(15,010)		37,709		3,298
Dividends paid						(8,912)		(7,952)
Purchase of treasury stock						(382)		(9,664)
Proceeds from other borrowings						25,000		—
Maturities of other borrowings		(6,402)		—		—		(22)
Proceeds from other borrowings		—		—
Purchase of treasury stock		(27,701)		(30,419)
Dividends paid		(14,459)		(14,181)
NET CASH FROM FINANCING ACTIVITIES		(53,765)		213,293		(149,845)		(28,395)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(354,585)		100,650		(139,896)		(86,117)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD		682,807		657,470		222,517		688,027
CASH AND DUE FROM BANKS, END OF PERIOD	$	328,222	$	758,120	$	82,621	$	601,910

See accompanying notes.

Table of Contents

FIRST FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ consolidated financial statements are unaudited. The December 31, ~~2021~~2022 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) ~~2021~~2022 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, ~~2021.~~2022.

1. Significant Accounting Policies

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

The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over 3 years in increments of 33%, 33%, and 34% respectively. For the ~~nine~~three months ended 2023 and 2022, 22,228 and ~~2021,~~ 18,679 ~~and 21,159~~ shares were awarded, respectively. These shares had a grant date value of $1.0 million and $847 thousand for 2023 and ~~$885 thousand for~~ 2022, ~~and 2021,~~ 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. New accounting standards

Accounting Pronouncements Adopted:

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-02, “Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures” (ASU 2022-02). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors” for entities that have adopted the current expected credit loss (CECL) model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments—Credit Losses—Measured at Amortized Cost”. ASU 2022-02 is effective for the Corporation for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Corporation adopted ASU 2022-02 on January 1, 2023, and has applied the disclosure changes in this document. See Note 2. Allowance for Credit Losses for the additional disclosures.

Recent Accounting Pronouncements:

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.”These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 is effective for the Corporation for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption is permitted. The Corporation is evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures.

Table of Contents

2.3. Allowance for Credit Losses

The following table presents the activity of the allowance for credit losses by portfolio segment for the three months ended ~~September 30.~~March 31.


Allowance for Credit Losses:			September 30, 2022										March 31, 2023
(Dollar amounts in thousands)	Commercial		Residential		Consumer		Unallocated		Total		Commercial		Residential		Consumer		Unallocated		Total
Beginning balance	$	16,469	$	14,168	$	10,584	$	247	$	41,468	$	12,949	$	14,568	$	12,104	$	158	$	39,779
Provision for credit losses		(1,403)		297		2,199		(43)		1,050		(54)		500		1,254		100		1,800
Loans charged-off		(2,406)		(57)		(3,190)		—		(5,653)		(306)		(79)		(3,991)		—		(4,376)
Recoveries		634		55		1,941		—		2,630		201		70		2,146		—		2,417
Ending Balance	$	13,294	$	14,463	$	11,534	$	204	$	39,495	$	12,790	$	15,059	$	11,513	$	258	$	39,620


Allowance for Credit Losses:			September 30, 2021										March 31, 2022
(Dollar amounts in thousands)	Commercial		Residential		Consumer		Unallocated		Total		Commercial		Residential		Consumer		Unallocated		Total
Beginning balance	$	15,693	$	17,837	$	10,988	$	214	$	44,732	$	18,883	$	18,316	$	10,721	$	385	$	48,305
Provision for credit losses		(531)		(1,387)		173		245		(1,500)		(1,040)		(5,144)		(300)		(66)		(6,550)
Loans charged-off		(313)		(61)		(1,240)		—		(1,614)		(883)		(466)		(1,905)		—		(3,254)
Recoveries		182		130		1,032		—		1,344		340		529		1,146		—		2,015
Ending Balance	$	15,031	$	16,519	$	10,953	$	459	$	42,962	$	17,300	$	13,235	$	9,662	$	319	$	40,516

~~The following table presents the activity of the allowance for credit losses by portfolio segment for the nine months ended September 30.~~

Allowance for Credit Losses:

September 30, 2022

(Dollar amounts in thousands)

Commercial

Residential

Consumer

Unallocated

Total
Beginning balance

$
18,883

$
18,316

$
10,721

$
385

$
48,305
Provision for credit losses

(3,835)

(3,952)

3,218

(181)

(4,750)
Loans charged -off

(3,659)

(579)

(7,080)

—

(11,318)
Recoveries

1,905

678

4,675

—

7,258

Table of Contents

~~Ending Balance~~

~~13,294~~

~~14,463~~

~~11,534~~

~~204~~

~~39,495~~

Allowance for Credit Losses:



September 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

(2,067)

(2,577)

941

459

(3,244)
Loans charged -off

(612)

(492)

(3,999)

—

(5,103)
Recoveries

809

446

3,002

—

4,257
Ending Balance

$
15,031

$
16,519

$
10,953

$
459

$
42,962

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


	September 30, 2022						March 31, 2023
	Loans Past				Nonaccrual		Loans Past				Nonaccrual
	Due Over				With No		Due Over				With No
	90 Days Still				Allowance		90 Days Still				Allowance
(Dollar amounts in thousands)	Accruing		Nonaccrual		For Credit Loss		Accruing		Nonaccrual		For Credit Loss
Commercial
Commercial & Industrial	$	242	$	1,647	$	322	$	—	$	1,503	$	972
Farmland		—		287		272		—		584		456
Non Farm, Non Residential		—		2,456		2,443		—		1,803		1,791
Agriculture		—		393		361		—		184		155
All Other Commercial		15		28		—		297		24		—
Residential
First Liens		480		1,599		—		766		1,205		—
Home Equity		—		140		—		41		73		—
Junior Liens		95		263		—		80		220		—
Multifamily		—		204		—		—		1,459		1,264
All Other Residential		—		108		—		—		465		—
Consumer
Motor Vehicle		402		1,492		—		—		2,993		—
All Other Consumer		1		530		—		—		407		—
TOTAL	$	1,235	$	9,147	$	3,398	$	1,184	$	10,920	$	4,638


	December 31, 2021						December 31, 2022
	Loans Past				Nonaccrual		Loans Past				Nonaccrual
	Due Over				With No		Due Over				With No
	90 Days Still				Allowance		90 Days Still				Allowance
(Dollar amounts in thousands)	Accruing		Nonaccrual		For Credit Loss		Accruing		Nonaccrual		For Credit Loss
Commercial
Commercial & Industrial	$	14	$	1,950	$	1,662	$	114	$	2,137	$	254
Farmland		—		15		—		—		461		—
Non Farm, Non Residential		—		2,911		2,898		—		2,064		2,052
Agriculture		—		111		—		—		186		155
All Other Commercial		—		4		—		—		26		—
Residential
First Liens		346		2,339		33		666		1,380		—
Home Equity		—		84		—		180		133		—
Junior Liens		89		294		—		197		256		—
Multifamily		—		225		—		—		1,468		—
All Other Residential		—		107		—		—		478		—
Consumer
Motor Vehicle		94		864		—		—		2,549		—
All Other Consumer		—		686		—		—		416		—
TOTAL	$	543	$	9,590	$	4,593	$	1,157	$	11,554	$	2,461

Table of Contents

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


	September 30, 2022				March 31, 2023
	Collateral Type				Collateral Type
(Dollar amounts in thousands)	Real Estate		Other		Real Estate		Other
Commercial
Commercial & Industrial	$	5,656	$	142	$	3,983	$	—
Farmland		3,561		—		2,224		—
Non Farm, Non Residential		5,555		—		4,818		—
Agriculture		—		361		—		155
All Other Commercial		—		—		—		—
Residential
First Liens		—		—		—		—
Home Equity		—		—		—		—
Junior Liens		—		—		—		—
Multifamily		—		—		1,264		—
All Other Residential		906		—		—		—
Consumer
Motor Vehicle		—		—		—		—
All Other Consumer		—		—		—		—
Total	$	15,678	$	503	$	12,289	$	155


	December 31, 2021				December 31, 2022
	Collateral Type				Collateral Type
(Dollar amounts in thousands)	Real Estate		Other		Real Estate		Other
Commercial
Commercial & Industrial	$	17,734	$	720	$	4,613	$	1
Farmland		3,669		—		3,289		—
Non Farm, Non Residential		6,135		—		5,123		—
Agriculture		—		—		—		155
All Other Commercial		—		—		—		—
Residential
First Liens		33		—		—		—
Home Equity		—		—		—		—
Junior Liens		—		—		—		—
Multifamily		935		—		895		—
All Other Residential		—		—		—		—
Consumer
Motor Vehicle		—		—		—		—
All Other Consumer		—		—		—		—
Total	$	28,506	$	720	$	13,920	$	156

Table of Contents

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


	September 30, 2022												March 31, 2023
					90 Days												90 Days
	30-59 Days		60-89 Days		and Greater		Total						30-59 Days		60-89 Days		and Greater		Total
(Dollar amounts in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Total		Past Due		Past Due		Past Due		Past Due		Current		Total
Commercial
Commercial & Industrial	$	2,437	$	217	$	1,267	$	3,921	$	677,656	$	681,577	$	3,199	$	67	$	983	$	4,249	$	660,729	$	664,978
Farmland		—		—		272		272		128,175		128,447		60		470		530		1,060		131,569		132,629
Non Farm, Non Residential		312		80		—		392		359,662		360,054		149		103		—		252		396,054		396,306
Agriculture		—		—		—		—		120,903		120,903		1,503		—		—		1,503		107,065		108,568
All Other Commercial		301		—		30		331		434,394		434,725		173		—		297		470		504,908		505,378
Residential
First Liens		935		1,056		1,038		3,029		329,304		332,333		3,187		574		961		4,722		348,644		353,366
Home Equity		616		40		102		758		63,834		64,592		213		107		80		400		61,512		61,912
Junior Liens		257		29		241		527		56,214		56,741		191		211		223		625		56,088		56,713
Multifamily		467		99		—		566		193,728		194,294		145		946		373		1,464		179,813		181,277
All Other Residential		—		38		—		38		30,169		30,207		369		—		—		369		24,369		24,738
Consumer
Motor Vehicle		10,129		2,088		853		13,070		525,363		538,433		8,113		1,595		730		10,438		558,332		568,770
All Other Consumer		273		56		3		332		33,713		34,045		232		40		5		277		31,578		31,855
TOTAL	$	15,727	$	3,703	$	3,806	$	23,236	$	2,953,115	$	2,976,351	$	17,534	$	4,113	$	4,182	$	25,829	$	3,060,661	$	3,086,490


	December 31, 2021												December 31, 2022
					90 Days												90 Days
	30-59 Days		60-89 Days		and Greater		Total						30-59 Days		60-89 Days		and Greater		Total
(Dollar amounts in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Total		Past Due		Past Due		Past Due		Past Due		Current		Total
Commercial
Commercial & Industrial	$	1,132	$	388	$	1,614	$	3,134	$	693,949	$	697,083	$	1,698	$	529	$	726	$	2,953	$	674,569	$	677,522
Farmland		57		—		—		57		141,189		141,246		112		—		—		112		127,498		127,610
Non Farm, Non Residential		62		—		—		62		361,174		361,236		274		34		—		308		387,108		387,416
Agriculture		90		42		89		221		141,682		141,903		—		1,231		—		1,231		136,451		137,682
All Other Commercial		390		—		—		390		340,076		340,466		333		—		14		347		478,095		478,442
Residential
First Liens		4,686		680		949		6,315		336,064		342,379		4,528		1,203		1,054		6,785		341,131		347,916
Home Equity		131		24		58		213		62,085		62,298		305		144		276		725		63,615		64,340
Junior Liens		179		120		283		582		50,048		50,630		213		69		327		609		56,367		56,976
Multifamily		342		146		—		488		178,849		179,337		317		83		—		400		180,305		180,705
All Other Residential		284		291		—		575		30,843		31,418		1,115		350		—		1,465		24,058		25,523
Consumer
Motor Vehicle		7,633		1,105		486		9,224		433,095		442,319		15,151		1,930		985		18,066		539,651		557,717
All Other Consumer		192		37		—		229		33,425		33,654		341		56		15		412		32,967		33,379
TOTAL	$	15,178	$	2,833	$	3,479	$	21,490	$	2,802,479	$	2,823,969	$	24,387	$	5,629	$	3,397	$	33,413	$	3,041,815	$	3,075,228

~~Table of Contents~~

During the three and nine months ended September 30, 2022 and 2021, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDRs.

2022
(Dollar amounts in thousands)

Commercial

Residential

Consumer

Total
July 1,

$
672

$
3,474

$
—

$
4,146
Added/(Disposed)

—

—

—

—
Charged Off

—

—

—

—
Payments

(19)

(180)

—

(199)
September 30,

$
653

$
3,294

$
—

$
3,947

2022
(Dollar amounts in thousands)

Commercial

Residential

Consumer

Total
January 1,

$
407

$
3,686

$
706

$
4,799
Added/(Disposed)

305

128

(611)

(178)
Charged Off

—

—

—

—
Payments

(59)

(520)

(95)

(674)
September 30,

$
653

$
3,294

$
—

$
3,947

2021
(Dollar amounts in thousands)

Commercial

Residential

Consumer

Total
July 1,

—

3,904

556

4,460
Added

—

—

172

172
Charged Off

—

—

—

—
Payments

—

(91)

(52)

(143)
September 30,

—

3,813

676

4,489

2021
(Dollar amounts in thousands)

Commercial

Residential

Consumer

Total
January 1,

—

3,589

617

4,206
Added

—

491

294

785
Charged Off

—

(27)

(75)

(102)
Payments

—

(240)

(160)

(400)
September 30,

—

3,813

676

4,489

Loan Modifications Made to Borrowers Experiencing Financial Difficulty:

Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in ~~2022~~2023 or ~~2021~~2022 resulted in the permanent reduction of the recorded investment in the loan. ~~Modifications involving~~

During the three months ended March 31, 2023, the Corporation had no modified loans made to borrowers experiencing financial difficulty. There were no modified loans that had 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 restructuringspayment default during the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021 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~~were modified in ~~troubled debt restructurings as of September~~the twelve months prior to that default to borrowers experiencing financial difficulty.A loan is considered to be in payment default once it is 30 2022 and 2021. The Corporation has not committed to lend additional amounts as of September 30, 2022 and 2021 to customers with outstanding loans that are classified as troubled debt restructurings. None ofdays contractually past due under the ~~charge-offs during the three and nine months ended September 30, 2022 and 2021 were of restructurings that had occurred in the previous 12 months.~~modified terms.

1211

Table of Contents

The CARES Act included a provision that permitted 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 have been (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief were not troubled debt restructurings under ASC Subtopic 310-40. This included short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that were insignificant. Borrowers considered current were those that were less than 30 days past due on their contractual payments at the time a modification program was implemented. From the inception of the CARES Act through December 31, 2021, 1,242 loans totaling $172 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,076 loans totaling $168 million have resumed normal scheduled payments. 113 remaining loans are still under a debt relief plan, which include no commercial loans that have been provided additional payment relief since the initial 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+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+90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.

1312

Table of Contents

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


		September 30, 2022																	March 31, 2023
		Term Loans at Amortized Cost Basis by Origination Year												Revolving					Term Loans at Amortized Cost Basis by Origination Year												Revolving
		2022		2021		2020		2019		2018		Prior		Loans		Total			2023		2022		2021		2020		2019		Prior		Loans		Total
Commercial
Commercial and Industrial	Pass	$	118,289	$	143,777	$	57,461	$	63,594	$	28,655	$	110,184	$	106,028	$	627,988	Pass	$	20,794	$	143,766	$	123,586	$	46,757	$	51,857	$	114,938	$	108,126	$	609,824
																		Special Mention		43		—		9,423		3,264		43		3,676		948	$	17,397
																		Substandard		3,297		256		676		1,167		931		8,456		7,823	$	22,606
	Special Mention		1,635		2,954		413		611		3,516		4,065		288	$	13,482	Doubtful		—		—		—		—		—		—		—	$	—
	Substandard		718		752		2,621		1,228		2,096		6,573		11,148	$	25,136	Not Rated		8,745		1,668		1,284		718		368		175		—	$	12,958
	Doubtful		—		—		—		—		—		—		—	$	—	Subtotal	$	32,879	$	145,690	$	134,969	$	51,906	$	53,199	$	127,245	$	116,897	$	662,785
	Not Rated		9,694		1,588		913		560		211		112		—	$	13,078
	Subtotal	$	130,336	$	149,071	$	61,408	$	65,993	$	34,478	$	120,934	$	117,464	$	679,684	Current period gross charge-offs	$	8	$	15	$	39	$	-	$	-	$	-	$	-	$	62

Farmland	Pass	$	13,583	$	23,014	$	9,382	$	10,191	$	10,752	$	50,206	$	267	$	117,395	Pass	$	12,394	$	16,577	$	21,962	$	8,885	$	9,067	$	54,997	$	283	$	124,165
	Special Mention		—		—		1,164		882		—		3,796		—	$	5,842	Special Mention		—		—		—		—		882		2,495		—	$	3,377
	Substandard		—		—		461		272		55		2,332		—	$	3,120	Substandard		—		—		—		504		608		2,133		—	$	3,245
	Doubtful		—		—		—		—		—		—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		—		—		—		—		—		20		—	$	20	Not Rated		—		—		—		—		—		17		—	$	17
	Subtotal	$	13,583	$	23,014	$	11,007	$	11,345	$	10,807	$	56,354	$	267	$	126,377	Subtotal	$	12,394	$	16,577	$	21,962	$	9,389	$	10,557	$	59,642	$	283	$	130,804

																		Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Non Farm, Non Residential	Pass	$	70,604	$	76,794	$	35,195	$	19,915	$	31,852	$	114,737	$	1,757	$	350,854	Pass	$	15,142	$	112,290	$	73,946	$	32,431	$	18,736	$	130,690	$	2,893	$	386,128
																		Special Mention		—		96		1,025		—		904		276		—	$	2,301
																		Substandard		—		—		—		—		505		5,647		—	$	6,152
	Special Mention		—		—		—		931		—		370		—	$	1,301	Doubtful		—		—		—		—		—		—		—	$	—
	Substandard		—		—		—		521		—		6,436		—	$	6,957	Not Rated		—		—		—		692		—		91		—	$	783
	Doubtful		—		—		—		—		—		—		—	$	—	Subtotal	$	15,142	$	112,386	$	74,971	$	33,123	$	20,145	$	136,704	$	2,893	$	395,364
	Not Rated		—		—		—		—		—		286		—	$	286
	Subtotal	$	70,604	$	76,794	$	35,195	$	21,367	$	31,852	$	121,829	$	1,757	$	359,398	Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Agriculture	Pass	$	7,934	$	9,730	$	8,381	$	8,855	$	1,987	$	19,173	$	56,124	$	112,184	Pass	$	2,397	$	13,026	$	8,962	$	7,319	$	8,134	$	18,202	$	43,559	$	101,599
	Special Mention		89		—		10		5		—		712		3,450	$	4,266	Special Mention		—		86		—		8		3		705		1,446	$	2,248
	Substandard		—		—		—		430		1,370		384		—	$	2,184	Substandard		—		—		—		—		224		1,406		549	$	2,179
	Doubtful		—		—		—		—		—		—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		75		42		86		67		30		—		—	$	300	Not Rated		—		62		37		63		45		15		—	$	222
	Subtotal	$	8,098	$	9,772	$	8,477	$	9,357	$	3,387	$	20,269	$	59,574	$	118,934	Subtotal	$	2,397	$	13,174	$	8,999	$	7,390	$	8,406	$	20,328	$	45,554	$	106,248

																		Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Other Commercial	Pass	$	117,094	$	74,954	$	89,027	$	20,029	$	29,456	$	87,301	$	3,240	$	421,101	Pass	$	7,514	$	153,260	$	96,815	$	95,111	$	18,223	$	108,023	$	10,792	$	489,738
																		Special Mention		—		22		—		—		846		11,815		—	$	12,683
																		Substandard		—		—		21		—		—		6		—	$	27
	Special Mention		24		—		—		11		—		11,070		—	$	11,105	Doubtful		—		—		—		—		—		—		—	$	—
	Substandard		—		15		—		—		—		22		10	$	47	Not Rated		—		15		80		—		—		496		—	$	591
	Doubtful		—		—		—		—		—		—		—	$	—	Subtotal	$	7,514	$	153,297	$	96,916	$	95,111	$	19,069	$	120,340	$	10,792	$	503,039
	Not Rated		17		84		—		—		31		487		—	$	619
	Subtotal	$	117,135	$	75,053	$	89,027	$	20,040	$	29,487	$	98,880	$	3,250	$	432,872	Current period gross charge-offs	$	244	$	-	$	-	$	-	$	-	$	-	$	-	$	244

Residential
Multifamily >5 Residential	Pass	$	58,035	$	33,076	$	46,842	$	12,212	$	5,087	$	34,770	$	932	$	190,954	Pass	$	696	$	55,592	$	34,781	$	42,724	$	6,672	$	29,669	$	170	$	170,304
	Special Mention		—		—		—		—		—		90		—	$	90	Special Mention		—		—		—		368		—		7,278		—	$	7,646
	Substandard		—		—		—		—		—		1,301		—	$	1,301	Substandard		—		—		—		—		—		1,275		—	$	1,275
	Doubtful		—		—		—		—		—		—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		—		1,129		—		—		—		267		—	$	1,396	Not Rated		—		—		1,118		—		—		260		—	$	1,378
	Subtotal	$	58,035	$	34,205	$	46,842	$	12,212	$	5,087	$	36,428	$	932	$	193,741	Subtotal	$	696	$	55,592	$	35,899	$	43,092	$	6,672	$	38,482	$	170	$	180,603

																		Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Total	Pass	$	385,539	$	361,345	$	246,288	$	134,796	$	107,789	$	416,371	$	168,348	$	1,820,476	Pass	$	58,937	$	494,511	$	360,052	$	233,227	$	112,689	$	456,519	$	165,823	$	1,881,758
	Special Mention		1,748		2,954		1,587		2,440		3,516		20,103		3,738	$	36,086	Special Mention		43		204		10,448		3,640		2,678		26,245		2,394	$	45,652
	Substandard		718		767		3,082		2,451		3,521		17,048		11,158	$	38,745	Substandard		3,297		256		697		1,671		2,268		18,923		8,372	$	35,484
	Doubtful		—		—		—		—		—		—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		9,786		2,843		999		627		272		1,172		—	$	15,699	Not Rated		8,745		1,745		2,519		1,473		413		1,054		—	$	15,949
Total commercial loans		$	397,791	$	367,909	$	251,956	$	140,314	$	115,098	$	454,694	$	183,244	$	1,911,006
																			$	71,022	$	496,716	$	373,716	$	240,011	$	118,048	$	502,741	$	176,589	$	1,978,843

1413

Table of Contents


		December 31, 2021																		December 31, 2022
		Term Loans at Amortized Cost Basis by Origination Year													Revolving					Term Loans at Amortized Cost Basis by Origination Year												Revolving
		2021		2020		2019		2018		2017			Prior		Loans		Total			2022		2021		2020		2019		2018		Prior		Loans		Total
Commercial
Commercial and Industrial	Pass	$	163,588	$	71,271	$	80,668	$	40,441	$	37,739		$	113,887	$	111,594	$	619,188	Pass	$	163,479	$	128,012	$	56,830	$	54,208	$	26,514	$	99,522	$	92,110	$	620,675
	Special Mention		7,561		393		1,841		5,375		263			4,523		7,482	$	27,438	Special Mention		2,071		9,738		3,434		2,572		2,061		1,848		453	$	22,177
	Substandard		4,521		896		348		5,148		2,325			7,934		2,648	$	23,820	Substandard		423		723		1,861		954		3,169		6,264		9,103	$	22,497
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		21,134		1,610		959		466		189			140		—	$	24,498	Not Rated		7,041		1,408		822		469		149		85		—	$	9,974
	Subtotal	$	196,804	$	74,170	$	83,816	$	51,430	$	40,516		$	126,484	$	121,724	$	694,944	Subtotal	$	173,014	$	139,881	$	62,947	$	58,203	$	31,893	$	107,719	$	101,666	$	675,323

Farmland	Pass	$	25,673	$	12,060	$	13,111	$	13,246	$	11,049		$	49,158	$	1,418	$	125,715	Pass	$	16,261	$	22,530	$	9,244	$	9,438	$	10,352	$	48,847	$	340	$	117,012
	Special Mention		—		1,191		914		—		342			3,247		—	$	5,694	Special Mention		—		—		1,164		882		—		2,930		—	$	4,976
	Substandard		3,455		444		—		326		558			2,876		—	$	7,659	Substandard		—		—		456		608		337		1,969		—	$	3,370
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		—		—		—		—		—			—		—	$	—	Not Rated		—		—		—		—		—		17		—	$	17
	Subtotal	$	29,128	$	13,695	$	14,025	$	13,572	$	11,949		$	55,281	$	1,418	$	139,068	Subtotal	$	16,261	$	22,530	$	10,864	$	10,928	$	10,689	$	53,763	$	340	$	125,375

Non Farm, Non Residential	Pass	$	81,203	$	37,971	$	24,716	$	32,775	$	54,732		$	97,241	$	10,548	$	339,186	Pass	$	102,629	$	75,011	$	33,214	$	19,596	$	31,438	$	111,586	$	2,975	$	376,449
	Special Mention		—		—		1,103		182		1,948			1,996		—	$	5,229	Special Mention		99		1,035		—		921		—		279		—	$	2,334
	Substandard		—		—		910		—		1,440			13,391		—	$	15,741	Substandard		—		—		—		513		—		6,281		—	$	6,794
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		—		—		—		—		—			402		—	$	402	Not Rated		—		—		696		—		—		269		—	$	965
	Subtotal	$	81,203	$	37,971	$	26,729	$	32,957	$	58,120		$	113,030	$	10,548	$	360,558	Subtotal	$	102,728	$	76,046	$	33,910	$	21,030	$	31,438	$	118,415	$	2,975	$	386,542

Agriculture	Pass	$	14,426	$	10,386	$	10,135	$	2,585	$	4,932		$	15,755	$	68,937	$	127,156	Pass	$	13,085	$	9,028	$	8,015	$	8,422	$	1,987	$	26,729	$	62,397	$	129,663
	Special Mention		—		—		1,000		—		537			271		5,257	$	7,065	Special Mention		89		—		10		3		—		709		2,519	$	3,330
	Substandard		—		20		216		—		46			485		4,828	$	5,595	Substandard		—		—		—		224		1,201		56		762	$	2,243
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		110		120		131		55		1			—		—	$	417	Not Rated		71		39		68		61		25		—		—	$	264
	Subtotal	$	14,536	$	10,526	$	11,482	$	2,640	$	5,516		$	16,511	$	79,022	$	140,233	Subtotal	$	13,245	$	9,067	$	8,093	$	8,710	$	3,213	$	27,494	$	65,678	$	135,500

Other Commercial	Pass	$	77,821	$	69,117	$	33,231	$	36,495	$	53,479		$	58,819	$	3,488	$	332,450	Pass	$	143,941	$	91,615	$	90,845	$	19,259	$	29,143	$	82,535	$	5,602	$	462,940
	Special Mention		—		—		—		—		—			6,106		—	$	6,106	Special Mention		23		—		—		10		—		11,911		—	$	11,944
	Substandard		72		—		25		475		—			9		—	$	581	Substandard		—		23		—		—		—		6		—	$	29
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		89		—		—		37		—			—		—	$	126	Not Rated		16		82		—		—		29		480		—	$	607
	Subtotal	$	77,982	$	69,117	$	33,256	$	37,007	$	53,479		$	64,934	$	3,488	$	339,263	Subtotal	$	143,980	$	91,720	$	90,845	$	19,269	$	29,172	$	94,932	$	5,602	$	475,520

Residential
Multifamily >5 Residential	Pass	$	37,244	$	63,312	$	16,037	$	7,471	$	5,370		$	35,284	$	1,434	$	166,152	Pass	$	50,424	$	33,415	$	46,740	$	6,734	$	4,969	$	27,353	$	96	$	169,731
	Special Mention		—		—		—		—		—			10,282		—	$	10,282	Special Mention		—		533		372		—		—		6,795		—	$	7,700
	Substandard		—		—		—		—		—	��		958		—	$	958	Substandard		—		—		—		—		—		1,280		—	$	1,280
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		1,149		—		—		—		44			384		—	$	1,577	Not Rated		—		1,124		—		—		—		263		—	$	1,387
	Subtotal	$	38,393	$	63,312	$	16,037	$	7,471	$	5,414		$	46,908	$	1,434	$	178,969	Subtotal	$	50,424	$	35,072	$	47,112	$	6,734	$	4,969	$	35,691	$	96	$	180,098

Total	Pass	$	399,955	$	264,117	$	177,898	$	133,013	$	167,301		$	370,144	$	197,419	$	1,709,847	Pass	$	489,819	$	359,611	$	244,888	$	117,657	$	104,403	$	396,572	$	163,520	$	1,876,470
	Special Mention		7,561		1,584		4,858		5,557		3,090			26,425		12,739	$	61,814	Special Mention		2,282		11,306		4,980		4,388		2,061		24,472		2,972	$	52,461
	Substandard		8,048		1,360		1,499		5,949		4,369			25,653		7,476	$	54,354	Substandard		423		746		2,317		2,299		4,707		15,856		9,865	$	36,213
	Doubtful		—		—		—		—		—			—		—	$	—	Doubtful		—		—		—		—		—		—		—	$	—
	Not Rated		22,482		1,730		1,090		558		234			926		—	$	27,020	Not Rated		7,128		2,653		1,586		530		203		1,114		—	$	13,214
Total commercial loans		$	438,046	$	268,791	$	185,345	$	145,077	$	174,994		$	423,148	$	217,634	$	1,853,035
																				$	499,652	$	374,316	$	253,771	$	124,874	$	111,374	$	438,014	$	176,357	$	1,978,358

1514

Table of Contents

The Corporation evaluates the credit quality of its other loan portfolios, which includes residential real estate, consumer and lease financing loans, based primarily on the aging status of the loan and payment activity. Accordingly, loans on non-accrual status and loans past due 90 days or more and still accruing interest ~~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:


		September 30, 2022																	March 31, 2023
		Term Loans at Amortized Cost Basis by Origination Year												Revolving					Term Loans at Amortized Cost Basis by Origination Year												Revolving
		2022		2021		2020		2019		2018		Prior		Loans		Total			2023		2022		2021		2020		2019		Prior		Loans		Total
Residential
First Liens	Performing	$	53,596	$	68,418	$	42,892	$	17,521	$	20,943	$	122,753	$	3,201	$	329,324	Performing	$	9,258	$	74,715	$	69,431	$	44,378	$	16,703	$	133,024	$	2,835	$	350,344
	Non-performing		—		—		—		33		64		2,068		—	$	2,165	Non-performing		—		27		418		—		115		1,521		—	$	2,081
	Subtotal	$	53,596	$	68,418	$	42,892	$	17,554	$	21,007	$	124,821	$	3,201	$	331,489	Subtotal	$	9,258	$	74,742	$	69,849	$	44,378	$	16,818	$	134,545	$	2,835	$	352,425

																		Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	79	$	-	$	79

Home Equity	Performing	$	1,823	$	—	$	8	$	115	$	90	$	1,074	$	61,175	$	64,285	Performing	$	62	$	590	$	—	$	8	$	169	$	810	$	59,975	$	61,614
																		Non-performing		—		—		—		20		—		53		40	$	113
																		Subtotal	$	62	$	590	$	—	$	28	$	169	$	863	$	60,015	$	61,727
	Non-performing		—		—		79		—		15		45		—	$	139
	Subtotal	$	1,823	$	—	$	87	$	115	$	105	$	1,119	$	61,175	$	64,424	Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Junior Liens	Performing	$	16,412	$	11,274	$	7,963	$	6,220	$	5,877	$	6,783	$	1,737	$	56,266	Performing	$	2,874	$	19,375	$	9,764	$	7,038	$	5,452	$	10,747	$	1,020	$	56,270
	Non-performing		—		—		26		65		74		192		—	$	357	Non-performing		—		—		8		72		64		157		—	$	301
	Subtotal	$	16,412	$	11,274	$	7,989	$	6,285	$	5,951	$	6,975	$	1,737	$	56,623	Subtotal	$	2,874	$	19,375	$	9,772	$	7,110	$	5,516	$	10,904	$	1,020	$	56,571

																		Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—

Other Residential	Performing	$	9,348	$	13,341	$	4,450	$	1,322	$	503	$	1,051	$	—	$	30,015	Performing	$	747	$	12,414	$	8,261	$	488	$	753	$	1,523	$	—	$	24,186
																		Non-performing		—		—		—		—		416		50		—	$	466
																		Subtotal	$	747	$	12,414	$	8,261	$	488	$	1,169	$	1,573	$	—	$	24,652
	Non-performing		—		—		—		50		38		20		—	$	108
	Subtotal	$	9,348	$	13,341	$	4,450	$	1,372	$	541	$	1,071	$	—	$	30,123	Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	—
																					��
Consumer
Motor Vehicle	Performing	$	251,757	$	132,338	$	100,690	$	34,889	$	11,308	$	3,552	$	6	$	534,540	Performing	$	64,910	$	287,205	$	104,775	$	75,616	$	23,788	$	7,578	$	6	$	563,878
	Non-performing		306		694		426		247		60		39		—	$	1,772	Non-performing		—		1,008		709		625		252		90		—	$	2,684
	Subtotal	$	252,063	$	133,032	$	101,116	$	35,136	$	11,368	$	3,591	$	6	$	536,312	Subtotal	$	64,910	$	288,213	$	105,484	$	76,241	$	24,040	$	7,668	$	6	$	566,562

																		Current period gross charge-offs	$	-	$	1,876	$	1,247	$	561	$	149	$	70	$	-	$	3,903

Other Consumer	Performing	$	11,785	$	9,216	$	4,804	$	1,502	$	506	$	884	$	4,702	$	33,399	Performing	$	2,974	$	11,645	$	6,582	$	3,492	$	1,140	$	1,070	$	4,425	$	31,328
																		Non-performing		—		29		234		94		32		18		2	$	409
																		Subtotal	$	2,974	$	11,674	$	6,816	$	3,586	$	1,172	$	1,088	$	4,427	$	31,737
	Non-performing		28		269		132		69		19		15		2	$	534
	Subtotal	$	11,813	$	9,485	$	4,936	$	1,571	$	525	$	899	$	4,704	$	33,933	Current period gross charge-offs	$	-	$	28	$	23	$	7	$	-	$	-	$	30	$	88

Total	Performing	$	344,721	$	234,587	$	160,807	$	61,569	$	39,227	$	136,097	$	70,821	$	1,047,829	Performing	$	80,825	$	405,944	$	198,813	$	131,020	$	48,005	$	154,752	$	68,261	$	1,087,620
	Non-performing		334		963		663		464		270		2,379		2	$	5,075	Non-performing		—		1,064		1,369		811		879		1,889		42	$	6,054
Total other loans		$	345,055	$	235,550	$	161,470	$	62,033	$	39,497	$	138,476	$	70,823	$	1,052,904		$	80,825	$	407,008	$	200,182	$	131,831	$	48,884	$	156,641	$	68,303	$	1,093,674

1615

Table of Contents


		December 31, 2021																	December 31, 2022
		Term Loans at Amortized Cost Basis by Origination Year												Revolving					Term Loans at Amortized Cost Basis by Origination Year												Revolving
		2021		2020		2019		2018		2017		Prior		Loans		Total			2022		2021		2020		2019		2018		Prior		Loans		Total
Residential
First Liens	Performing	$	86,224	$	49,633	$	22,262	$	24,377	$	26,437	$	126,828	$	3,061	$	338,822	Performing	$	71,607	$	70,197	$	45,080	$	16,968	$	20,258	$	117,488	$	3,245	$	344,843
	Non-performing		—		—		35		69		160		2,421		—	$	2,685	Non-performing		106		—		—		141		100		1,782		—	$	2,129
	Subtotal	$	86,224	$	49,633	$	22,297	$	24,446	$	26,597	$	129,249	$	3,061	$	341,507	Subtotal	$	71,713	$	70,197	$	45,080	$	17,109	$	20,358	$	119,270	$	3,245	$	346,972

Home Equity	Performing	$	757	$	9	$	152	$	719	$	62	$	1,332	$	59,059	$	62,090	Performing	$	1,995	$	943	$	8	$	115	$	55	$	820	$	59,875	$	63,811
	Non-performing		—		25		—		—		3		57		—	$	85	Non-performing		—		—		78		—		14		40		176	$	308
	Subtotal	$	757	$	34	$	152	$	719	$	65	$	1,389	$	59,059	$	62,175	Subtotal	$	1,995	$	943	$	86	$	115	$	69	$	860	$	60,051	$	64,119

Junior Liens	Performing	$	13,255	$	10,189	$	8,124	$	7,888	$	4,158	$	5,554	$	968	$	50,136	Performing	$	19,074	$	10,485	$	7,507	$	5,830	$	5,366	$	6,195	$	1,928	$	56,385
	Non-performing		—		6		64		97		119		94		—	$	380	Non-performing		—		4		77		90		139		141		—	$	451
	Subtotal	$	13,255	$	10,195	$	8,188	$	7,985	$	4,277	$	5,648	$	968	$	50,516	Subtotal	$	19,074	$	10,489	$	7,584	$	5,920	$	5,505	$	6,336	$	1,928	$	56,836

Other Residential	Performing	$	20,218	$	6,665	$	1,697	$	662	$	883	$	1,092	$	—	$	31,217	Performing	$	11,542	$	9,923	$	501	$	915	$	498	$	1,582	$	—	$	24,961
	Non-performing		—		—		55		43		—		27		—	$	125	Non-performing		—		—		—		425		35		18		—	$	478
	Subtotal	$	20,218	$	6,665	$	1,752	$	705	$	883	$	1,119	$	—	$	31,342	Subtotal	$	11,542	$	9,923	$	501	$	1,340	$	533	$	1,600	$	—	$	25,439

Consumer
Motor Vehicle	Performing	$	188,675	$	155,156	$	60,676	$	23,367	$	9,307	$	2,384	$	—	$	439,565	Performing	$	306,565	$	118,362	$	88,144	$	29,004	$	8,652	$	2,230	$	6	$	552,963
	Non-performing		199		373		191		109		43		23		—	$	938	Non-performing		813		739		437		237		66		47		—	$	2,339
	Subtotal	$	188,874	$	155,529	$	60,867	$	23,476	$	9,350	$	2,407	$	—	$	440,503	Subtotal	$	307,378	$	119,101	$	88,581	$	29,241	$	8,718	$	2,277	$	6	$	555,302

Other Consumer	Performing	$	14,924	$	8,225	$	3,119	$	948	$	304	$	1,121	$	4,194	$	32,835	Performing	$	13,426	$	7,914	$	4,109	$	1,302	$	429	$	819	$	4,819	$	32,818
	Non-performing		342		181		107		35		18		3		2	$	688	Non-performing		18		247		89		39		12		12		2	$	419
	Subtotal	$	15,266	$	8,406	$	3,226	$	983	$	322	$	1,124	$	4,196	$	33,523	Subtotal	$	13,444	$	8,161	$	4,198	$	1,341	$	441	$	831	$	4,821	$	33,237

Total	Performing	$	324,053	$	229,877	$	96,030	$	57,961	$	41,151	$	138,311	$	67,282	$	954,665	Performing	$	424,209	$	217,824	$	145,349	$	54,134	$	35,258	$	129,134	$	69,873	$	1,075,781
	Non-performing		541		585		452		353		343		2,625		2	$	4,901	Non-performing		937		990		681		932		366		2,040		178	$	6,124
Total other loans		$	324,594	$	230,462	$	96,482	$	58,314	$	41,494	$	140,936	$	67,284	$	959,566		$	425,146	$	218,814	$	146,030	$	55,066	$	35,624	$	131,174	$	70,051	$	1,081,905

3.4. Securities

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


	September 30, 2022								March 31, 2023
	Amortized		Unrealized		Unrealized				Amortized		Unrealized		Unrealized
(Dollar amounts in thousands)	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
U.S. Government agencies	$	117,925	$	26	$	(11,670)	$	106,281	$	110,289	$	45	$	(10,185)	$	100,149
Mortgage Backed Securities - residential		725,085		22		(106,138)		618,969		700,397		185		(82,328)		618,254
Mortgage Backed Securities - commercial		11,763		—		(454)		11,309		8,033		—		(376)		7,657
Collateralized mortgage obligations		230,237		—		(23,877)		206,360		226,009		138		(22,945)		203,202
State and municipal obligations		399,040		100		(50,325)		348,815		403,085		1,362		(32,552)		371,895
Municipal taxable		39,326		40		(6,760)		32,606		39,882		52		(5,855)		34,079
U.S. Treasury		2,084		—		(28)		2,056		2,652		—		(21)		2,631
Collateralized debt obligations		—		3,111		—		3,111		—		2,914		—		2,914
Other securities		2,478		—		—		2,478
TOTAL	$	1,527,938	$	3,299	$	(199,252)	$	1,331,985	$	1,490,347	$	4,696	$	(154,262)	$	1,340,781

1716

Table of Contents


	December 31, 2021								December 31, 2022
	Amortized		Unrealized		Unrealized				Amortized		Unrealized		Unrealized
(Dollar amounts in thousands)	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
U.S. Government agencies	$	118,176	$	2,688	$	(741)	$	120,123	$	110,226	$	24	$	(11,777)	$	98,473
Mortgage Backed Securities-residential		628,920		4,387		(6,879)		626,428		711,131		133		(91,016)		620,248
Mortgage Backed Securities-commercial		15,480		191		—		15,671		10,103		—		(426)		9,677
Collateralized mortgage obligations		175,501		1,272		(1,768)		175,005		228,344		60		(24,919)		203,485
State and municipal obligations		362,843		17,833		(578)		380,098		396,522		745		(37,114)		360,153
Municipal taxable		38,445		396		(215)		38,626		39,321		41		(6,847)		32,515
U.S. Treasury		205		—		(1)		204		2,979		—		(35)		2,944
Collateralized debt obligations		—		3,359		—		3,359		—		2,986		—		2,986
Other securities		5,220		—		—		5,220
TOTAL	$	1,344,790	$	30,126	$	(10,182)	$	1,364,734	$	1,498,626	$	3,989	$	(172,134)	$	1,330,481

Contractual maturities of debt securities at ~~September 30, 2022~~March 31, 2023 were as follows.


	Available-for-Sale				Available-for-Sale
	Amortized		Fair		Amortized		Fair
(Dollar amounts in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	14,709	$	14,645	$	8,441	$	8,406
Due after one but within five years		45,896		44,462		43,678		42,314
Due after five but within ten years		88,156		81,746		92,137		87,646
Due after ten years		412,092		354,494		411,652		373,302
		560,853		495,347		555,908		511,668
Mortgage-backed securities and collateralized mortgage obligations		967,085		836,638		934,439		829,113
TOTAL	$	1,527,938	$	1,331,985	$	1,490,347	$	1,340,781

There were zero ~~and $5 thousand~~ in gross gains and zero in losses from investment sales/calls realized by the Corporation for the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023. For the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 there were $5 ~~thousand and $268~~ thousand in gross gains and zero ~~and $157 thousand~~ in losses on sales/calls of investment securities.

The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.


	September 30, 2022												March 31, 2023
	Less Than 12 Months				More Than 12 Months				Total				Less Than 12 Months				More Than 12 Months				Total
			Unrealized				Unrealized				Unrealized				Unrealized				Unrealized				Unrealized
(Dollar amounts in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
U.S. Government agencies	$	83,013	$	(6,952)	$	22,164	$	(4,718)	$	105,177	$	(11,670)	$	26,041	$	(1,069)	$	70,008	$	(9,116)	$	96,049	$	(10,185)
Mortgage Backed Securities - Residential		364,927		(48,470)		252,690		(57,668)		617,617		(106,138)		109,292		(3,725)		497,613		(78,603)		606,905		(82,328)
Mortgage Backed Securities - Commercial		11,309		(454)		—		—		11,309		(454)		3,914		(229)		3,743		(147)		7,657		(376)
Collateralized mortgage obligations		153,183		(14,893)		43,137		(8,984)		196,320		(23,877)		45,547		(1,898)		140,526		(21,047)		186,073		(22,945)
State and municipal obligations		280,127		(35,118)		38,129		(15,207)		318,256		(50,325)		91,667		(1,808)		157,646		(30,744)		249,313		(32,552)
Municipal taxable		25,851		(5,218)		5,715		(1,542)		31,566		(6,760)		873		(22)		30,839		(5,833)		31,712		(5,855)
U.S. Treasury		2,056		(28)		—		—		2,056		(28)		2,264		(21)		—		—		2,264		(21)
Total temporarily impaired securities	$	920,466	$	(111,133)	$	361,835	$	(88,119)	$	1,282,301	$	(199,252)	$	279,598	$	(8,772)	$	900,375	$	(145,490)	$	1,179,973	$	(154,262)

1817

Table of Contents


	December 31, 2021												December 31, 2022
	Less Than 12 Months				More Than 12 Months				Total				Less Than 12 Months				More Than 12 Months				Total
			Unrealized				Unrealized				Unrealized				Unrealized				Unrealized				Unrealized
(Dollar amounts in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
U.S. Government agencies	$	48,939	$	(739)	$	146	$	(2)	$	49,085	$	(741)	$	58,462	$	(4,034)	$	38,959	$	(7,743)	$	97,421	$	(11,777)
Mortgage Backed Securities - Residential		436,726		(5,281)		60,807		(1,598)		497,533		(6,879)		234,488		(19,757)		379,520		(71,259)		614,008		(91,016)
Mortgage Backed Securities - Commercial														9,677		(426)		—		—		9,677		(426)
Collateralized mortgage obligations		73,530		(1,327)		12,505		(441)		86,035		(1,768)		135,135		(11,331)		63,792		(13,588)		198,927		(24,919)
State and municipal obligations		54,040		(578)		—		—		54,040		(578)		233,439		(24,291)		41,510		(12,823)		274,949		(37,114)
Municipal taxable		15,048		(195)		729		(20)		15,777		(215)		18,637		(3,706)		12,837		(3,141)		31,474		(6,847)
U.S. Treasury		204		(1)		—		—		204		(1)		2,944		(35)		—		—		2,944		(35)
Total temporarily impaired securities	$	628,487	$	(8,121)	$	74,187	$	(2,061)	$	702,674	$	(10,182)	$	692,782	$	(63,580)	$	536,618	$	(108,554)	$	1,229,400	$	(172,134)

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 ~~$199.3~~$154.3 million as of ~~September 30, 2022~~March 31, 2023 and ~~$10.2~~$172.1 million as of December 31, ~~2021.~~2022. Management believes these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. The portfolio contains primarily government agency, agency backed mortgage backed securities (“MBS”), and collateralized mortgage obligations (“CMO”), which are issued by government sponsored enterprises and are backed by the full faith and credit of the United States government. Secondarily, the Corporation invests in municipal securities issued by state and local governments. Of these, the majority are either insured or contain state enhancements. On the remaining, credit is monitored by the investment committee. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.

The table below presents a rollforward of the credit losses recognized in earnings for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(Dollar amounts in thousands)	2022		2021		2022		2021		2023		2022
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

4.5. 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.

1918

Table of Contents

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).


	September 30, 2022								March 31, 2023
	Fair Value Measurements Using								Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3)								Significant Unobservable Inputs (Level 3)
(Dollar amounts in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
U.S. Government agencies	$	—	$	106,281	$	—	$	106,281	$	—	$	100,149	$	—	$	100,149
Mortgage Backed Securities-residential		—		618,969		—		618,969		—		618,254		—		618,254
Mortgage Backed Securities-commercial		—		11,309		—		11,309		—		7,657		—		7,657
Collateralized mortgage obligations		—		206,360		—		206,360		—		203,202		—		203,202
State and municipal		—		347,270		1,545		348,815		—		370,715		1,180		371,895
Municipal taxable		—		32,606		—		32,606		—		34,079		—		34,079
U.S. Treasury		—		2,056		—		2,056		—		2,631		—		2,631
Collateralized debt obligations		—		—		3,111		3,111		—		—		2,914		2,914
Other securities		—		—		2,478		2,478
TOTAL	$	—	$	1,324,851	$	7,134	$	1,331,985	$	—	$	1,336,687	$	4,094	$	1,340,781
Derivative Assets				3,555								1,902
Derivative Liabilities				(3,555)								(1,902)


	December 31, 2021								December 31, 2022
	Fair Value Measurements Using								Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3)								Significant Unobservable Inputs (Level 3)
(Dollar amounts in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
U.S. Government agencies	$	—	$	120,123	$	—	$	120,123	$	—	$	98,473	$	—	$	98,473
Mortgage Backed Securities-residential		—		626,428		—		626,428		—		620,248		—		620,248
Mortgage Backed Securities-commercial		—		15,671		—		15,671		—		9,677		—		9,677
Collateralized mortgage obligations		—		175,005		—		175,005		—		203,485		—		203,485
State and municipal		—		378,203		1,895		380,098		—		358,608		1,545		360,153
Municipal taxable		—		38,626		—		38,626		—		32,515		—		32,515
U.S. Treasury		—		204		—		204		—		2,944		—		2,944
Collateralized debt obligations		—		—		3,359		3,359		—		—		2,986		2,986
Other securities		—		3,477		1,743		5,220
TOTAL	$	—	$	1,357,737	$	6,997	$	1,364,734	$	—	$	1,325,950	$	4,531	$	1,330,481
Derivative Assets				1,030								2,838
Derivative Liabilities				(1,030)								(2,838)

There were no transfers between Level 1 and Level 2 during 2023 and 2022.

2019

Table of Contents

~~There were no transfers between Level 1 and Level 2 during 2022 and 2021.~~

The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and the year ended December 31, ~~2021.~~2022.


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)								Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Three Months Ended								Three Months Ended
	September 30, 2022								March 31, 2023
	State and								State and
	municipal		Collateralized						municipal		Collateralized
(Dollar amounts in thousands)	obligations		debt obligations		Other securities		Total		obligations		debt obligations		Total
Beginning balance, July 1	$	1,545	$	3,087	$	1,494	$	6,126
Beginning balance, January 1									$	1,545	$	2,986	$	4,531
Total realized/unrealized gains or losses
Included in earnings		—		—		—		—		—		—		—
Included in other comprehensive income		—		24		—		24		—		(72)		(72)
Transfers		—		—		984		984		—		—		—
Settlements		—		—		—		—		(365)		—		(365)
Ending balance, September 30	$	1,545	$	3,111	$	2,478	$	7,134
Ending balance, March 31									$	1,180	$	2,914	$	4,094

Nine Months Ended

September 30, 2022


State and






municipal

Collateralized

(Dollar amounts in thousands)

obligations

debt obligations

Other securities

Total
Beginning balance, January 1

$
1,895

$
3,359

$
1,743

$
6,997
Total realized/unrealized gains or losses


Included in earnings

—

—

—

—
Included in other comprehensive income

—

(248)

—

(248)
Transfers

—

—

984

984
Settlements

(350)

—

(249)

(599)
Ending balance, September 30

$
1,545

$
3,111

$
2,478

$
7,134


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)								Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Year Ended								Year Ended
	December 31, 2021								December 31, 2022
	State and								State and
	municipal		Collateralized						municipal		Collateralized
(Dollar amounts in thousands)	obligations		debt obligations		Other securities		Total		obligations		debt obligations		Total
Beginning balance, January 1	$	1,895	$	3,136	$	—	$	5,031	$	1,895	$	3,359	$	5,254
Total realized/unrealized gains or losses
Included in earnings		—		—		—		—		—		—		—
Included in other comprehensive income		—		223		—		223		—		(373)		(373)
Purchases		—		—		1,743		1,743		—		—		—
Settlements		—		—		—		—		(350)		—		(350)
Ending balance, December 31	$	1,895	$	3,359	$	1,743	$	6,997	$	1,545	$	2,986	$	4,531

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at ~~September 30, 2022.~~March 31, 2023.


(Dollar amounts in thousands)	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range		Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range
State and municipal obligations	$	1,545	Discounted cash flow	Discount rate	3.73%-4.44	%	$	1,180	Discounted cash flow	Discount rate	4.04%-4.44	%
Collateralized debt obligations	$	3,111	Discounted cash flow	Discount rate	2.67	%	$	2,914	Discounted cash flow	Discount rate	5.34	%
Other securities	$	2,478	Discounted cash flow	Discount rate	0.04%-3.35	%
Collateral dependent loans	$	5,172	Discounted cash flow	Discount rate for age of appraisal and market conditions	0.00%-50.00	%	$	3,325	Discounted cash flow	Discount rate for age of appraisal and market conditions	0.00%-50.00	%

~~Table of Contents~~

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, ~~2021.~~2022.


(Dollar amounts in thousands)	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range		Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range
State and municipal obligations	$	1,895	Discounted cash flow	Discount rate	3.41%-4.44	%	$	1,545	Discounted cash flow	Discount rate	3.73%-4.44	%
Collateralized debt obligations	$	3,359	Discounted cash flow	Discount rate	1.83	%	$	2,986	Discounted cash flow	Discount rate	5.34	%
Other securities	$	1,743	Discounted cash flow	Discount rate	0.65%-1.40	%
Collateral dependent loans		12,839	Discounted cash flow	Discount rate for age of appraisal and market conditions	0.00%-50.00	%		4,477	Discounted cash flow	Discount rate for age of appraisal and market conditions	0.00%-50.00	%

Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value

Table of Contents

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 carrying amounts and estimated fair value of financial instruments at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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.


	September 30, 2022										March 31, 2023
	Carrying		Fair Value								Carrying		Fair Value
(Dollar amounts in thousands)	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Cash and due from banks	$	328,222	$	29,207	$	299,015	$	—	$	328,222	$	82,621	$	25,004	$	57,617	$	—	$	82,621
Federal funds sold		8,223		—		8,223		—		8,223		12,931		—		12,931		—		12,931
Securities available-for-sale		1,331,985		—		1,324,851		7,134		1,331,985		1,340,781		—		1,336,687		4,094		1,340,781
Restricted stock		15,372		n/a		n/a		n/a		n/a		15,384		n/a		n/a		n/a		n/a
Loans, net		2,930,980		—		—		2,591,866		2,591,866		3,040,424		—		—		2,893,586		2,893,586
Accrued interest receivable		19,128		—		6,785		12,343		19,128		20,402		—		6,716		13,686		20,402
Deposits		(4,407,506)		—		(4,389,442)		—		(4,389,442)		(4,165,398)		—		(4,148,628)		—		(4,148,628)
Short-term borrowings		(89,321)		—		(89,321)		—		(89,321)		(108,584)		—		(108,584)		—		(108,584)
Other borrowings		(9,593)		—		(8,827)		—		(8,827)		(34,585)		—		(34,357)		—		(34,357)
Accrued interest payable		(479)		—		(479)		—		(479)		(710)		—		(710)		—		(710)


	December 31, 2022
	Carrying		Fair Value
(Dollar amounts in thousands)	Value		Level 1		Level 2		Level 3		Total
Cash and due from banks	$	222,517	$	29,400	$	193,117	$	—	$	222,517
Federal funds sold		9,374		—		9,374		—		9,374
Securities available-for-sale		1,330,481		—		1,325,950		4,531		1,330,481
Restricted stock		15,378		n/a		n/a		n/a		n/a
Loans, net		3,027,659		—		—		2,930,680		2,930,680
Accrued interest receivable		21,288		—		5,529		15,759		21,288
Deposits		(4,368,871)		—		(4,369,402)		—		(4,369,402)
Short-term borrowings		(70,875)		—		(70,875)		—		(70,875)
Other borrowings		(9,589)		—		(8,788)		—		(8,788)
Accrued interest payable		(483)		—		(483)		—		(483)

2221

Table of Contents

December 31, 2021

Carrying

Fair Value
(Dollar amounts in thousands)

Value

Level 1

Level 2

Level 3

Total
Cash and due from banks

$
682,807

$
24,901

$
657,906

$
—

$
682,807
Federal funds sold

308

—

308

—

308
Securities available-for-sale

1,364,734

—

1,357,737

6,997

1,364,734
Restricted stock

16,200

n/a

n/a

n/a

n/a
Loans, net

2,767,590

—

—

2,682,257

2,682,257
Accrued interest receivable

16,946

—

4,709

12,237

16,946
Deposits

(4,409,569)

—

(4,418,117)

—

(4,418,117)
Short-term borrowings

(93,374)

—

(93,374)

—

(93,374)
Other borrowings

(15,937)

—

(16,483)

—

(16,483)
Accrued interest payable

(687)

—

(687)

—

(687)

5.6. ~~Short-Term~~ Borrowings

Short-term borrowings:

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


(Dollar amounts in thousands)	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Federal Funds Purchased	$	3,350	$	3,275	$	22,800	$	3,000
Repurchase Agreements		85,971		90,099		85,784		67,875
	$	89,321	$	93,374	$	108,584	$	70,875

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:


	September 30, 2022										March 31, 2023
Repurchase Agreements	Remaining Contractual Maturity of the Agreements										Remaining Contractual Maturity of the Agreements
	Overnight						Greater				Overnight						Greater
	and		Up to 30		30 - 90		than 90				and		Up to 30		30 - 90		than 90
(Dollar amounts in thousands)	continuous		days		days		days		Total		continuous		days		days		days		Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations	$	81,431	$	—	$	—	$	4,540	$	85,971	$	79,732	$	—	$	215	$	5,837	$	85,784


	December 31, 2021										December 31, 2022
Repurchase Agreements	Remaining Contractual Maturity of the Agreements										Remaining Contractual Maturity of the Agreements
	Overnight						Greater				Overnight						Greater
	and		Up to 30		30 - 90		than 90				and		Up to 30		30 - 90		than 90
(Dollar amounts in thousands)	continuous		days		days		days		Total		continuous		days		days		days		Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations	$	83,576	$	—	$	5,816	$	707	$	90,099	$	63,335	$	—	$	4,175	$	365	$	67,875

Other borrowings:

Other borrowings at March 31, 2023 and December 31, 2022 are summarized as follows:

~~Components~~


(Dollar amounts in thousands)	March 31, 2023		December 31, 2022
FHLB advances	$	34,585	$	9,589
TOTAL	$	34,585	$	9,589

The aggregate minimum annual retirements of ~~Net Periodic Benefit Cost~~other borrowings are as follows:

Twelve Months Ended March 31,


2024	$	26,005
2025		3,638
2026		4,942
2027		—
2028		—
Thereafter		—
	$	34,585

2322

Table of Contents

At March 31, 2023 and December 31, 2022, other borrowings are summarized as follows: The Corporation’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB) and accordingly are permitted to obtain advances. There are $35.6 million of advances from the FHLB at March 31, 2023, and $9.6 million of advances at December 31, 2022. FHLB advances are, generally due in full at maturity. They are secured by eligible securities and a blanket pledge on real estate loan collateral.

Three Months Ended September 30,

Nine Months Ended September 30,

Post-Retirement

Post-Retirement

Pension Benefits

Health Benefits

Pension Benefits

Health Benefits
(Dollar amounts in thousands)

2022

2021

2022

2021

2022

2021

2022

2021
Service cost

$
297

$
339

$
8

$
10

$
892

$
1,016

$
25

$
32
Interest cost

707

658

28

26

2,120

1,974

83

77
Expected return on plan assets

(1,227)

(1,178)

—

—

(3,682)

(3,535)

—

—
Net amortization of prior service cost

—

—

—

—

—

—

—

—
Net amortization of net (gain) loss

315

518

—

—

944

1,554

—

—
Net Periodic Benefit Cost

$
92

$
337

$
36

$
36

$
274

$
1,009

$
108

$
109

7. Components of Net Periodic Benefit Cost


	Three Months Ended March 31,
					Post-Retirement
	Pension Benefits				Health Benefits
(Dollar amounts in thousands)	2023		2022		2023		2022
Service cost	$	157	$	297	$	5	$	8
Interest cost		956		706		38		28
Expected return on plan assets		(970)		(1,227)		—		—
Net amortization of prior service cost		—		—		—		—
Net amortization of net (gain) loss		188		315		(13)		—
Net Periodic Benefit Cost	$	331	$	91	$	30	$	36

Employer Contributions

First Financial Corporation previously disclosed in its financial statements for the year ended December 31, ~~2021~~2022 that it expected to contribute ~~$250 thousand~~zero and ~~$703~~$642 thousand respectively to its Pension Plan and ESOP and ~~$248~~$245 thousand to the Post Retirement Health Benefits Plan in ~~2022. Contributions of $95 thousand~~2023. No contributions have been made to the Pension Plan thus far in ~~2022.~~2023. Contributions of ~~$171~~$54 thousand have been made through the first ~~nine~~three months of ~~2022~~2023 for the Post Retirement Health Benefits plan. No contributions have been made in ~~2022~~2023 for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first ~~nine~~three months of ~~2022~~2023 and ~~2021~~2022 there has been ~~$1.7 million~~$608 thousand and ~~$2.3 million~~$849 thousand of expense accrued for potential contributions to these alternative retirement benefit options.

7. ~~New accounting standards~~

~~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 has discontinued originating LIBOR based loans and has a plan in place to transition all LIBOR indexed loans to term SOFR.

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-02, “Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures” (ASU 2022-02). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors” for entities that have adopted the current expected credit loss (CECL) model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments—Credit Losses—Measured at Amortized Cost”. ASU 2022-02 is effective for the Corporation for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Corporation is evaluating the effect that ASU 2022-02 will have on its consolidated financial statements and related disclosures.

~~Table of Contents~~

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 nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. Items outside the scope of ASC 606 are noted as such.


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(Dollar amounts in thousands)	2022		2021		2022			2021		2023		2022
Non-interest income
Service charges on deposits and debit card fee income	$	6,965	$	6,421	$	20,698		$	18,031	$	6,818	$	6,654
Asset management fees		1,015		1,156		3,687			3,774		1,317		1,372
Interchange income		149		224		418			423		47		118
Net gains on sales of loans ^(a)		440		1,426		1,705			4,268		180		662
Loan servicing fees^(a)		457		344		1,184			1,485		285		359
Net gains/(losses) on sales of securities ^(a)		—		5		5			111		—		5
Other service charges and fees ^(a)		160		135		488			957		204		106
Other ^(b)		2,954		1,381		7,963	(c)		2,268		524		4,462	(c)
Total non-interest income	$	12,140	$	11,092	$	36,148		$	31,317	$	9,375	$	13,738

(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 ~~September 30,~~March 31, 2023 and March 31, 2022, ~~and September 30, 2021,~~ totaling ~~zero and $(11) thousand, respectively, and for the nine months ended for the same periods, totaling $85~~$6 thousand and $5$68 thousand, respectively, which is within the scope of ASC 606; the remaining balance is outside the scope of ASC 606.

(c)Legal settlement totaling $4 million received in first quarter 2022.

Table of Contents

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.

~~Table of Contents~~

9. ~~Acquisitions~~

On November 5, 2021, the Corporation completed its acquisition of Hancock Bancorp, Inc. and its banking subsidiary, Hancock Bank and Trust Company. Therefore, the results of Hancock Bancorp have been included in the results of operations beginning on November 5, 2021. Pursuant to the terms of the merger agreement, each issued and outstanding share of Hancock Bancorp, Inc. common stock, issued and outstanding, was converted into the right to receive $18.38 per share in cash. The aggregate value of the transaction was $31.36 million. Acquisition-related costs of $1.2 million are included in the Corporation’s income statement for the year ended December 31, 2021.

Goodwill of $8.4 million arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies. The goodwill is not deductible for income tax purposes as the transaction was accounted for as a tax-free exchange. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.

Measurement

As Initially

Period

(Dollar amounts in thousands)

Reported

Adjustments

As Adjusted

Consideration







Cash consideration

$
31,358

$
—

$
31,358

Fair value of total consideration transferred

$
31,358

$
—

$
31,358

Assets acquired







Cash

$
3,046

$
—

$
3,046

Investment securities available-for-sale

57,054

—

57,054

Federal funds sold

10,470

—

10,470

Bank owned life insurance

9,753

—

9,753

Federal Home Loan Bank stock

1,362

—

1,362

Loans

227,827

—

227,827

Premises and equipment

8,180

—

8,180

Core deposit intangibles

652

—

652

Other assets

4,567

(850)

3,717

Total assets acquired

322,911

(850)

322,061

Liabilities assumed







Deposits

286,098

—

286,098

FHLB advances

11,042

—

11,042

Other liabilities

1,956

—

1,956

Total liabilities assumed

299,096

—

299,096

Net identifiable assets

23,815

(850)

22,965

Goodwill

$
7,543

$
850

$
8,393

The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Corporation believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to guidance relating to purchase credit impaired loans, which have shown evidence of credit deterioration since origination.

A goodwill adjustment was recorded in the second quarter 2022 of $850 thousand. The deferred tax assets were adjusted for the acquisition based on the final short-period income tax return that was filed for Hancock Bancorp, Inc. in the second quarter 2022.

~~Table of Contents~~

The following table presents supplemental pro forma information as if the acquisition had occurred at the beginning of 2020. The unaudited pro forma information includes adjustments for interest income on loans and securities acquired, interest expense on deposits acquired, and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.

Year ended December 31,
(Dollar amounts in thousands, except per share data)

2021

2020
Net interest income

$
150,806

$
156,051
Net income

$
53,714

$
55,958
Basic and diluted earnings per share

$
4.07

$
4.08

The fair value of purchased financial assets with credit deterioration was $12.9 million on the date of acquisition. The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $18.3 million. The Corporation estimates, on the date of acquisition, that $4.4 million of the contractual cash flows specific to the purchased financial assets with credit deterioration will not be collected.

~~10.~~ ~~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 nine months ended September 30, 2022 and 2021.~~

Unrealized

gains and

(Losses) on available-

2022

for-sale

Retirement

(Dollar amounts in thousands)

Securities

plans

Total
Beginning balance, July 1,

$
(109,159)

$
(17,471)

$
(126,630)
Change in other comprehensive income (loss) before reclassification

(41,060)

—

(41,060)
Amounts reclassified from accumulated other comprehensive income

—

315

315
Net current period other comprehensive income (loss)

(41,060)

315

(40,745)
Ending balance, September 30,

$
(150,219)

$
(17,156)

$
(167,375)

Unrealized

gains and

(Losses) on available-

2022

for-sale

Retirement

(Dollar amounts in thousands)

Securities

plans

Total
Beginning balance, January 1,

$
15,674

$
(18,100)

$
(2,426)
Change in other comprehensive income (loss) before reclassification

(165,889)

—

(165,889)
Amounts reclassified from accumulated other comprehensive income

(4)

944

940
Net current period other comprehensive income (loss)

(165,893)

944

(164,949)
Ending balance, September 30,

$
(150,219)

$
(17,156)

$
(167,375)

Unrealized

gains and

(Losses) on available-

2021

for-sale

Retirement



(Dollar amounts in thousands)

Securities

plans

Total
Beginning balance, July 1,

$
24,866

$
(23,454)

$
1,412
Change in other comprehensive income (loss) before reclassification

(2,981)

—

(2,981)
Amounts reclassified from accumulated other comprehensive income

(4)

471

467
Net current period other comprehensive income (loss)

(2,985)

471

(2,514)
Ending balance, September 30,

$
21,881

$
(22,983)

$
(1,102)

2724

Table of Contents

9. Accumulated Other Comprehensive Income

The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three months ended March 31, 2023 and 2022.


	Unrealized						Unrealized
	gains and						gains and
	(Losses) on available-		2021				(Losses) on available-		2023
	for-sale		Retirement				for-sale		Retirement
(Dollar amounts in thousands)	Securities		plans		Total		Securities		plans		Total
Beginning balance, January 1,	$	34,162	$	(24,398)	$	9,764	$	(128,896)	$	(11,078)	$	(139,974)
Change in other comprehensive income (loss) before reclassification		(12,198)		—		(12,198)		14,238		—		14,238
Amounts reclassified from accumulated other comprehensive income		(83)		1,415		1,332		—		147		147
Net current period other comprehensive income (loss)		(12,281)		1,415		(10,866)		14,238		147		14,385
Ending balance, September 30,	$	21,881	$	(22,983)	$	(1,102)
Ending balance, March 31,							$	(114,658)	$	(10,931)	$	(125,589)

Balance at

Current Period

Balance at
(Dollar amounts in thousands)

7/1/2022

Change

9/30/2022
Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$
(111,474)

$
(41,078)

$
(152,552)
Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

2,315

18

2,333
Total unrealized loss on securities available-for-sale

$
(109,159)

$
(41,060)

$
(150,219)
Unrealized gain (loss) on retirement plans

(17,471)

315

(17,156)
TOTAL

$
(126,630)

$
(40,745)

$
(167,375)


	Unrealized
	gains and
	(Losses) on available-		2022
	for-sale		Retirement
(Dollar amounts in thousands)	Securities		plans		Total
Beginning balance, January 1,	$	15,674	$	(18,100)	$	(2,426)
Change in other comprehensive income (loss) before reclassification		(68,910)		—		(68,910)
Amounts reclassified from accumulated other comprehensive income		(4)		315		311
Net current period other comprehensive income (loss)		(68,914)		315		(68,599)
Ending balance, March 31,	$	(53,240)	$	(17,785)	$	(71,025)


	Balance at		Current Period		Balance at		Balance at		Current Period		Balance at
(Dollar amounts in thousands)	1/1/2022		Change		9/30/2022		1/1/2023		Change		3/31/2023
Unrealized gains (losses) on securities available-for-sale without other than temporary impairment	$	13,155	$	(165,707)	$	(152,552)	$	(131,135)	$	14,291	$	(116,844)
Unrealized gains (losses) on securities available-for-sale with other than temporary impairment		2,519		(186)		2,333		2,239		(53)		2,186
Total unrealized gain (loss) on securities available-for-sale	$	15,674	$	(165,893)	$	(150,219)	$	(128,896)	$	14,238	$	(114,658)
Unrealized loss on retirement plans		(18,100)		944		(17,156)
Unrealized gain (loss) on retirement plans								(11,078)		147		(10,931)
TOTAL	$	(2,426)	$	(164,949)	$	(167,375)	$	(139,974)	$	14,385	$	(125,589)


	Balance at		Current Period		Balance at		Balance at		Current Period		Balance at
(Dollar amounts in thousands)	7/1/2021		Change		9/30/2021		1/1/2022		Change		3/31/2022
Unrealized gains (losses) on securities available-for-sale without other than temporary impairment	$	22,417	$	(2,969)	$	19,448	$	13,155	$	(69,043)	$	(55,888)
Unrealized gains (losses) on securities available-for-sale with other than temporary impairment		2,449		(16)		2,433		2,519		129		2,648
Total unrealized gain (loss) on securities available-for-sale	$	24,866	$	(2,985)	$	21,881
Unrealized loss on retirement plans		(23,454)		471		(22,983)
Total unrealized income (loss) on securities available-for-sale							$	15,674	$	(68,914)	$	(53,240)
Unrealized gain (loss) on retirement plans								(18,100)		315		(17,785)
TOTAL	$	1,412	$	(2,514)	$	(1,102)	$	(2,426)	$	(68,599)	$	(71,025)

Balance at

Current Period

Balance at
(Dollar amounts in thousands)

1/1/2021

Change

9/30/2021
Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$
31,810

$
(12,362)

$
19,448
Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

2,352

81

2,433
Total unrealized income (loss) on securities available-for-sale

$
34,162

$
(12,281)

$
21,881
Unrealized gain (loss) on retirement plans

(24,398)

1,415

(22,983)
TOTAL

$
9,764

$
(10,866)

$
(1,102)

2825

Table of Contents


	Three Months Ended ~~September 30, 2022~~March 31, 2023
Details about accumulated	Amount reclassified from			Affected line item in
other comprehensive	accumulated other			the statement where
income components	comprehensive income			net income is presented
	(in thousands)
Unrealized gains and losses	$	—		Net securities gains (losses)
on available-for-sale		—		Income tax expense
securities	$	—		Net of tax

Amortization of	$	~~(420)~~(196)	(a)	Salary and benefits
retirement plan items		~~105~~49		Income tax expense
	$	~~(315)~~(147)		Net of tax
Total reclassifications for the period	$	~~(315)~~(147)		Net of tax

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

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2022

Details about accumulated

Amount reclassified from

Affected line item in

Amount reclassified from

Affected line item in

other comprehensive

accumulated other

the statement where

accumulated other

the statement where

income components

comprehensive income

net income is presented

comprehensive income

net income is presented

(in thousands)

Unrealized gains and losses

Net securities gains (losses)

on available-for-sale

(1)

Income tax expense

(1)

Income tax expense

securities

Net of tax

Amortization of

(1,260)

(a)

Salary and benefits

(420)

(a)

Salary and benefits

retirement plan items

316

Income tax expense

105

Income tax expense

(944)

Net of tax

(315)

Net of tax

Total reclassifications for the period

(940)

Net of tax

(311)

Net of tax

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

2926

Table of Contents

Three Months Ended September 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

$
5

Net securities gains (losses)
on available-for-sale

(1)

Income tax expense
securities

$
4

Net of tax

Amortization of

$
(518)
(a)

Salary and benefits
retirement plan items

47

Income tax expense

$
(471)

Net of tax
Total reclassifications for the period

$
(467)

Net of tax

~~(a)~~

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

Nine Months Ended September 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

$
111

Net securities gains (losses)
on available-for-sale

(28)

Income tax expense
securities

$
83

Net of tax

Amortization of

$
(1,554)
(a)

Salary and benefits
retirement plan items

139

Income tax expense

$
(1,415)

Net of tax
Total reclassifications for the period

$
(1,332)

Net of tax

~~(a)~~

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

~~Table of Contents~~

~~11.~~10. Leases

The Corporation leases certain branches under operating leases. At ~~September 30,~~March 31, 2023, the Corporation had lease liabilities totaling $5,672,000 and right-of-use assets totaling $5,623,000 related to these leases. At December 31, 2022, the Corporation had lease liabilities totaling ~~$6,095,000~~$5,885,000 and right-of-use assets totaling ~~$6,056,000 related to these leases. At December 31, 2021, the Corporation had lease liabilities totaling $6,218,000 and right-of-use assets totaling $6,197,000~~$5,840,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At ~~September 30, 2022,~~March 31, 2023, the weighted average remaining lease term for operating leases was ~~9.7~~9.4 years and the weighted average discount rate used in the measurement of operating lease liabilities was ~~2.19%~~2.18%.

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:


	Nine Months Ended		Three Months Ended
(Dollar amounts in thousands)	September 30, 2022		March 31, 2023
Operating lease cost	$	775	$	265
Short-term lease cost		148		49
Variable lease cost		11		10
Total lease cost	$	934	$	324

Other information:
Cash paid for amounts included in the measurement of operating lease liabilities		742		244
Right-of-use assets obtained in exchange for new operating lease liabilities		59		—

Future minimum payments for operating leases with initial or remaining terms of one year or more as of ~~September 30, 2022~~March 31, 2023 were as follows:


(Dollar amounts in thousands)	September 30, 2022		March 31, 2023
Twelve Months Ended September 30,
2023	$	949
Twelve Months Ended March 31,
2024		853	$	896
2025		818		837
2026		727		770
2027		685		698
2028				688
Thereafter		2,790		2,445
Total Future Minimum Lease Payments		6,822		6,334
Amounts Representing Interest		(727)		(662)
Present Value of Net Future Minimum Lease Payments	$	6,095	$	5,672

3127

Table of Contents

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 ~~2021~~2022 in the 10-K filed for the fiscal year ended December 31, ~~2021.~~2022.

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, ~~2021,~~2022, 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 ~~2021~~2022 Form 10-K. ~~Since December 31, 2021, the critical accounting policy for determining the allowance for credit losses has been enhanced with the discussion below from December 31, 2021.~~

Allowance for credit losses. The allowance for credit losses (ACL) represents management’s estimate of expected losses inherent within the existing loan portfolio. The allowance for credit losses is increased by the provision for credit losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for credit losses is determined based on management’s assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions, nonperforming loans, determination of acquired loans as purchase credit deteriorated, and reasonable and supportable forecasts. Loans are individually evaluated when they do not share risk characteristics with other loans in the respective pool. Loans evaluated individually are excluded from the collective evaluation. Management elected the collateral dependent practical expedient upon adoption of ASC 326. Expected credit losses on individually evaluated loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

~~Table of Contents~~

Management utilizes a cohort methodology to determine the allowance for credit losses. This method identifies and captures the balance of a pool of loans with similar risk characteristics, as of a particular point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over their remaining life. The cohorts track loan balances and historical loss experience since 2008, and management extends the look back period each quarter to capture all available data points in the historical loss rate calculation. The quantitative component of the ACL involves assumptions that require a significant level of estimation; these include historical losses as a predictor of future performance, appropriateness of selected delay periods, and the reasonableness of the portfolio segmentation.

A historical data set is expected to provide the best indication of future credit performance. Delay periods represent the amount of time it takes a cohort of loans to become seasoned, or incur sufficient attrition through pay downs, renewals, or charge-offs. Portfolio segmentation relates to the pooling of loans with similar risk characteristics, such as industry types, collateral, and consumer purpose.

Table of Contents

On an annual basis, in the first quarter, management performs a recalibration of the delay periods and portfolio segmentation to determine whether they are reasonable and appropriate based on the information available at that time.

Management considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Where past performance may not be representative of future losses, loss rates are adjusted for qualitative and economic forecast factors. Management uses the peak three consecutive quarter net charge off rate to capture maximum potential volatility over the reasonable and supportable forecast period. Historical losses utilized in setting the qualitative factor ranges are anchored to 2008 and may be supplemented by peer information when needed. The qualitative factor ranges are recalibrated annually to capture recent behavior that is indicative of the credit profile of the current portfolio.

Qualitative factors include items, such as changes in lending policies or procedures, asset specific risks, and economic uncertainty in forward-looking forecasts. Economic indicators utilized in forecasting include unemployment rate, gross domestic product, housing starts, and interest rates. Management uses a two-year reasonable and supportable period across all loan segments to forecast economic conditions. Management believes the two-year time horizon aligns with available industry guidance and various forecasting sources. Economic forecast adjustments are overlaid onto historical loss rates. As such, reversion from forecast rates to historical loss rates is immediate.

The ACL and allowance for unfunded commitments were ~~$39.5~~$39.6 million and $2.1 million, respectively at ~~September 30, 2022,~~March 31, 2023, compared to ~~$48.3~~$39.8 million and ~~$3.0~~$2.1 million, respectively at December 31, 2021. The $8.8 million decrease in the ACL was the result of several factors. The first was the annual model recalibration. Additionally, the qualitative factors were lower from the seasoning of the acquired loans, as well as lower qualitative factors, due to the sale of non farm non residential commercial loans in the third quarter. Finally, the reserve was impacted by improved portfolio performance.2022. The qualitative amount of the reserve decreased ~~$3.9 million~~$92 thousand to ~~$10.4~~$10.9 million. The quantitative amount is ~~$28.9~~$28.4 million at ~~September 30, 2022,~~March 31, 2023, compared to ~~$33.6~~$28.6 million at December 31, ~~2021.~~2022. There was ~~a $900 thousand decrease~~no change in the allowance for unfunded commitments. See additional discussion of ACL in the Allowance for Credit Losses section below.

Based on management’s analysis of the current portfolio, management believes the allowance is ~~adequate.Changes~~adequate. Changes in the financial condition of individual borrowers, economic conditions, historical loss experience, or the condition of the various markets in which collateral may be sold may affect the required level of the allowance for credit losses and the associated provision for credit losses. As management monitors these changes, as well as those factors discussed above, adjustments may be recorded to the allowance for credit losses and the associated provision for credit losses in the future.

~~Table of Contents~~

Summary of Operating Results

Net income for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$18.1~~$16.0 million, compared to ~~$16.1~~$20.9 million for the same period in ~~2021.~~2022. Basic earnings per share ~~increased~~decreased to ~~$1.50~~$1.33 for the ~~third~~first quarter of ~~2022~~2023 compared to ~~$1.24~~$1.67 for the same period in ~~2021.~~2022. Return on Assets and Return on Equity were ~~1.43%~~1.32% and ~~15.00%~~13.10% respectively, for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~1.34%~~1.63% and ~~10.75%~~14.81% for the three months ended ~~September 30, 2021. Net income~~March 31, 2022.

In light of recent events in the banking sector, including recent bank failures, continuing interest rate hikes and recessionary concerns, the Corporation has proactively positioned the balance sheet to mitigate the risks affecting the Corporation and the overall banking industry in order to serve its clients and communities.

●

Liquidity remains strong, with cash and available for sale securities representing approximately 29.5% of assets at March 31, 2023. The Corporation maintains the ability to access considerable sources of contingent liquidity at the Federal Home Loan Bank and several correspondent banks. Management considers the Corporation’s current liquidity position to be adequate to meet both short-term and long-term liquidity needs. Refer to the section Liquidity Risk for additional information.

●

Capital remains strong, with ratios of the Corporation, and its subsidiary bank, well above the standards to be considered well-capitalized under regulatory requirements. Refer to the section Capital Adequacy, included elsewhere in this report for additional details.

●

Asset quality remains solid, with a non-performing asset ratio of 0.31% of total assets as of March 31, 2023 and net charge-offs of 0.26% to average loans and leases, reflecting the Company's disciplined underwriting and conservative lending philosophy which has supported the Corporation’s strong credit performance during prior financial crises. Refer to the section Non-Performing Loan for additional information.

Table of Contents

The Corporation will continue its safe and sound banking practices, but the continuing impact of the crisis and further extent on the Corporation’s operations and financial results for the ~~nine months ended September 30, 2022 was $54.6 million, compared to $45.6 million for the same period in 2021. Basic earnings per share increased to $4.45 for the first nine months~~remainder of ~~2022 compared to $3.42 for the same period in 2021. Return on Assets~~2023 is uncertain and ~~Return on Equity were 1.43% and 14.14% respectively, for the nine months ended September 30, 2022, compared to 1.28% and 10.10% for the nine months ended September 30, 2021.~~

On September 27, 2021, First Financial Corporation issued a press release announcing that its Board of Directors approved the merger of subsidiary, The Morris Plan Company of Terre Haute, into subsidiary, First Financial Bank N.A. The merger was effective on February 21, 2022. The merger resulted in increased efficiencies, which were recognized in the first quarter of 2022.cannot be predicted.

On October 31, 2022, First Financial Corporation issued a press release announcing plans to optimize its banking center network as part of a plan to improve operating efficiencies and accommodate changing customer preferences. Subject to regulatory requirements, ~~over the next two quarters~~ the Corporation ~~will close~~closed and consolidated seven of its seventy-two ~~branches.~~branches on January 31, 2023. The buildings and land on the owned branches recorded impairment on December 31, 2022 for $1.3 million. These consolidations are projected to save the Corporation approximately $1.5 million per year in operating ~~expenses, commencing in the first quarter of 2023.~~expenses.

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

Net Interest Income

The Corporation’s primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest paid for deposits and other sources of funds. Net interest income increased ~~$7.1~~$6.5 million in the three months ended ~~September 30, 2022~~March 31, 2023 to ~~$43.1~~$44.3 million from ~~$36.0~~$37.8 million in the same period in ~~2021.~~2022. The net interest margin for the three months ended ~~September 30, 2022~~March 31, 2023 is ~~3.71%~~3.96% compared to ~~3.22%~~3.16% for the same period in ~~2021,~~2022, a ~~15.37%~~25.32% increase. Net interest income increased $14.8 million in the nine months ended September 30, 2022 to $121.4 million from $106.6 million in the same period in 2021. The net interest margin for the nine months ended September 30, 2022 is 3.44% compared to 3.24% for the same period in 2021. Interest rates increased significantly ~~from 2021 to~~throughout 2022 and in the first quarter of 2023, due to federal rate adjustments.

Non-Interest Income

Non-interest income for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$12.1~~$9.4 million compared to ~~$11.1~~$13.7 million for the same period of ~~2021. Non-interest income for the nine months ended September 30, 2022 was $36.1 million compared to $31.3 million for the same period in 2021.~~2022. The change in non-interest income from ~~2021~~2022 to ~~2022~~2023 was primarily driven by a $4.0 million legal settlement received in February, 2022. The Corporation does not expect this income to reoccur. In addition gains from the sale of mortgage loans declined $1.0 million for the three months ended September 30, 2022 compared to September 30, 2021, and $2.6 million for the nine months ended September 30, 2022 compared to September 30, 2021.

Non-Interest Expenses

The Corporation’s non-interest expense for the quarter ended ~~September 30, 2022~~March 31, 2023 was ~~$31.5~~$32.3 million compared to ~~$28.5~~$31.3 million for the same period in 2021. The Corporation’s non-interest expense for the nine months ended September 30, 2022 increased $9.4 million to $93.5 million compared to the same period in 2021. The year-over-year changes are, in part, impacted by the acquisition of Hancock Bancorp in the fourth quarter of 2021.2022.

~~Table of Contents~~

Allowance for Credit Losses

The Corporation’s provision for credit losses increased to ~~$1.1~~$1.8 million for the ~~third~~first quarter of ~~2022~~2023 as compared to ~~$(1.5)~~negative provision of $6.6 million for the same period in ~~2021.~~2022. Net charge-offs for the ~~third~~first quarter of ~~2022~~2023 were ~~$3.0~~$2.0 million compared to ~~$270 thousand~~$1.2 million for the same period of 2021. In 2021 the potential losses from the original CECL calculation were not realized, and the economy had shown improvements which allowed for the decrease in provision. The provision for loan losses decreased $1.5 million to $(4.8) million for the nine months ended September 30, 2022 compared to $(3.2) million for the same period in 2021. Net charge offs for the first nine months of 2022 increased $3.2 million to $4.1 million compared to the same period in 2021.2022. The negative provision for ~~the year~~first quarter 2022 was the result of several factors. The first was the annual model recalibration. Each year, in the first quarter, management reviews each model variable to determine if adjustments are necessary to improve the model’s predictability. In the first quarter 2022 the delay periods were shortened to pick up more recent losses. Also, the qualitative factor maximum scorecard ranges for certain cohorts were reduced, which reduced the reserve. Secondly, management removed two qualitative factors that were deemed no longer applicable. The first was related to an acquisition, which management believed to have seasoned adequately that it was no longer warranted. The second was related to the CECL model and the related uncertainty. The uncertainty surrounded the newness of the model and potential regulatory scrutiny. Following two exam cycles, management elected to remove the factor. Also, during the quarter, historical loss rates continued to decline, which lowers the required reserve. The historical loss rate declined in most segments. 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.

~~On July 12, 2022,~~ In the ~~Corporation sold seven classified non farm non residential commercial loans, which~~first quarter 2023, no significant changes were acquired in the two acquisitions in 2019 and 2021, with a total principal balance of $14.9 million. The net recovery on the sale of $361 thousand includes the charge-off of the seven loans of $2,145 thousand, netted by the $2,072 thousand reserve on those loans, previously charged off in the period, and the $434 thousand unamortized discount remaining from the acquisitions. As the related charge offs were previously reserved for and related to acquired loans, the increase in net charge offs for the quarter does not have a significant impact on the future expected losses.made.

Income Tax Expense

The Corporation’s effective income tax rate for the first ~~nine~~three months of ~~2022~~2023 was ~~20.61%~~18.42% compared to ~~20.07%~~21.79% for the same period in ~~2021.~~2022. Pretax income for the first quarter 2022 was significantly higher than pretax income for first quarter 2023. Since our permanent differences remained similar, income was the driving factor for the decrease in effective tax rate.

Table of Contents

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)~~(2) loans past due ninety days or more as to principal or interest. Non-performing loans decreased to ~~$14.3~~$12.1 million at ~~September 30, 2022~~March 31, 2023 compared to ~~$14.9~~$12.7 million at December 31, ~~2021.~~2022. Nonperforming loans decreased ~~26.8%~~43.4% compared to ~~$19.5~~$8.4 million as of ~~September 30, 2021.~~March 31, 2022. A summary of non-performing loans at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 follows:


	(000's)						(000's)
	September 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Non-accrual loans	$	9,147		$	9,590		$	10,920		$	11,554
Accruing restructured loans		3,465			3,897
Nonaccrual restructured loans		482			902
Accruing loans past due over 90 days		1,185			515			1,157			1,119
	$	14,279		$	14,904		$	12,077		$	12,673
		��
Ratio of the allowance for credit losses as a percentage of non-performing loans		276.6	%		324.1	%		328.1	%		414.4	%

~~Table of Contents~~

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


	(000's)
	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Non-accrual loans
Commercial loans	$	4,811	$	4,991	$	4,098	$	4,874
Residential loans		2,314		3,049		3,422		3,715
Consumer loans		2,022		1,550		3,400		2,965
	$	9,147	$	9,590	$	10,920	$	11,554
Past due 90 days or more
Commercial loans	$	238	$	14	$	293	$	112
Residential loans		551		410		863		1,007
Consumer loans		396		91		1		—
	$	1,185	$	515	$	1,157	$	1,119

The CARES Act included a provision that permitted 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 have been (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief were not troubled debt restructurings under ASC Subtopic 310-40. This included short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that were insignificant. Borrowers considered current were those that were less than 30 days past due on their contractual payments at the time a modification program was implemented. From the inception of the CARES Act through December 31, 2021, 1,242 loans totaling $172 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,189 loans totaling $195 million have resumed normal scheduled payments. 113 remaining loans are still under a debt relief plan, which include no commercial loans that have been provided additional payment relief since the initial payment relief plan.

Interest Rate Sensitivity and Liquidity

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

Interest Rate Risk

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

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

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

3631

Table of Contents

The table below shows the Corporation’s estimated sensitivity profile as of ~~September 30, 2022.~~March 31, 2023. The change in interest rates assumes a parallel shift in interest rates of 100, 200, and ~~200~~300 basis points. Given a 100 basis point increase in rates, net interest income would increase ~~2.48%~~1.22% over the next 12 months and increase ~~5.21%~~3.86% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease ~~3.71%~~2.57% over the next 12 months and decrease ~~7.45%~~6.00% 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						Percentage Change in Net Interest Income
Interest Rate Change	12 months		24 months		36 months		12 months		24 months		36 months
Down 300							(7.10)	%	(18.15)	%	(26.53)	%
Down 200	(7.64)	%	(15.41)	%	(20.96)	%	(5.09)		(12.30)		(17.94)
Down 100	(3.71)		(7.45)		(10.24)		(2.57)		(6.00)		(8.81)
Up 100	2.48		5.21		7.86		1.22		3.86		6.66
Up 200	2.00		7.44		12.84		(0.50)		4.78		10.37
Up 300							(0.37)		7.55		16.00

Typical rate shock analysis does not reflect ~~management��s~~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 ~~$18.4~~$8.5 million of investments that mature throughout the next 12 months. The Corporation also anticipates ~~$117.8~~$113.7 million of principal payments from mortgage-backed and other securities. Given the current rate environment, the Corporation anticipates ~~$6.7~~$11.2 million in securities to be called within the next 12 months. The Corporation also has $93.8 million of unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis, $118.5 million available with the Federal Reserve Bank, and ~~several~~$125 million of available fed funds lines with correspondent banks. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

Financial Condition

Comparing the first ~~nine~~three months of ~~2022~~2023 to year-ended December 31, ~~2021,~~2022, loans net of deferred loan costs, have increased ~~$155~~$13 million to ~~$3.0~~$3.1 billion. Deposits decreased ~~0.05%~~4.66% to ~~$4.4~~$4.2 billion at ~~September 30, 2022~~March 31, 2023 compared to December 31, ~~2021.~~2022. The decline was in part driven by a decline in interest bearing public funds checking, which historically declines in the first quarter each year, and a decline in institutional deposits as a result of a pricing decision. Shareholders’ equity ~~decreased 24.71%~~increased 6.36% or ~~$144.0~~$30.2 million. This financial performance ~~decreased~~increased book value per share ~~20.90%~~6.21% to ~~$36.49~~$41.89 at ~~September 30, 2022~~March 31, 2023 from ~~$46.13~~$39.44 at December 31, 2021. Comparing the first nine months of 2022 to the same period in 2021, loans, net of deferred loan costs, have increased $491 million to $3.0 billion. Deposits increased 9.4% to $4.4 billion at September 30, 2022 compared to September 30, 2021. Shareholders’ equity decreased 26.27% or $156.3 million. This financial performance decreased book value per share 21.06% to $36.49 at September 30, 2022 from $46.22 at September 30, 2021.2022. Book value per share is calculated by dividing the total shareholders’ equity by the number of shares outstanding. Accumulated other comprehensive income ~~decreased $164.9~~increased $14.4 million primarily due to the market value of the securities portfolio, which reflected the ~~large decrease~~increase in securities pricing.

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 September 30, 2022, we processed approximately $272 million

Table of ~~approved PPP loans. The carrying value of these loans is $880 thousand as of September 30, 2022.~~Contents

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.

~~Table of Contents~~

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.


	September 30, 2022		December 31, 2021		To Be Well Capitalized		March 31, 2023		December 31, 2022		To Be Well Capitalized
Common equity tier 1 capital
Corporation	13.69	%	14.37	%	N/A		14.27	%	13.58	%	N/A
First Financial Bank	12.00	%	13.53	%	—	%	12.74	%	12.09	%	—	%
Total risk-based capital
Corporation	14.75	%	15.63	%	N/A		15.32	%	14.61	%	N/A
First Financial Bank	13.07	%	14.78	%	—	%	13.81	%	13.14	%	—	%
Tier I risk-based capital
Corporation	13.69	%	14.37	%	N/A		14.27	%	13.58	%	N/A
First Financial Bank	12.00	%	13.53	%	—	%	12.74	%	12.09	%	—	%
Tier I leverage capital
Corporation	10.33	%	9.83	%	N/A		11.30	%	10.78	%	N/A
First Financial Bank	8.99	%	9.18	%	—	%	10.00	%	9.50	%	—	%

3833

Table of Contents

ITEM 4.Controls and Procedures

First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of ~~September 30, 2022,~~March 31, 2023, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of ~~September 30, 2022~~March 31, 2023 were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended ~~September 30, 2022~~March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

3934

Table of Contents

PART II – Other Information

ITEM 1.Legal Proceedings.

There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party 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~~Except as set forth below, where an already discussed risk factor has been updated for the current period, there have been no material changes in the risk factors from those disclosed in the Corporation’s ~~2021~~2022 Form 10-K filed for December 31, ~~2021.~~2022.

A lack of liquidity could affect our operations and jeopardize our financial condition.

The Corporation requires liquidity to meet our deposit and other obligations as they come due. The Corporation’s access to funding sources in amounts adequate to finance its activities or on terms that are acceptable to it could be impaired by factors that affect it specifically or the financial services industry or the general economy. Factors that could reduce its access to liquidity sources include a downturn in the markets in which our loans are concentrated or adverse regulatory actions against the Corporation. The Corporation’s access to deposits may also be affected by the liquidity needs of depositors. The Corporation may not be able to replace maturing deposits and advances as necessary in the future, especially if a large number of depositors sought to withdraw their deposits, regardless of the reason. A failure to maintain adequate liquidity could have a material adverse effect on the Corporation’s business, financial condition, and result of operations. The bank failures in March 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institutions ability to satisfy its obligations to depositors.

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 April 21, 2022 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 10% of the Corporations outstanding shares of common stock, or approximately 1,243,531 shares may be repurchased.

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

(c)

Total Number Of Shares

(c)

(a)

(b)

Purchased As Part Of

Maximum

Total Number Of

Average Price

Publicly Announced Plans

Number of Shares That May Yet


Shares Purchased

Paid Per Share

Or Programs *

Be Purchased *
July 1-31, 2022

—

—

—

—
August 1-31, 2022

—

—

—

—
September 1-30, 2022

9,125

45.71

9,125

830,220
Total

9,125

45.71

9,125

830,220


			(c)
			Total Number Of Shares	(c)
	(a)	(b)	Purchased As Part Of	Maximum
	Total Number Of	Average Price	Publicly Announced Plans	Number of Shares That May Yet
	Shares Purchased	Paid Per Share	Or Programs *	Be Purchased *
January 1-31, 2023	—	—	—	—
February 1-28, 2023	—	—	—	—
March 1-31, 2023	—	—	—	—
Total	—	—	—	830,220

Table of Contents

ITEM 3.Defaults upon Senior Securities.

Not applicable.

ITEM 4.Mine Safety Disclosures

Not applicable.

ITEM 5.Other Information.

Not applicable.

4036

Table of Contents

ITEM 6.Exhibits.


Exhibit No.:		Description of Exhibit:
3.1		Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2		Amended and Restated Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed on February 22, 2021.
3.3		Articles of Amendment to the Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed on April 27, 2021.
10.1*		Employment Agreement for Norman L. Lowery, dated and effective July 1, 2022, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on July 29, 2022.
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, 2022, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed July 29, 2022.
10.14*		Employment Agreement for Rodger A. McHargue, effective July 1, 2022, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed July 29, 2022.
10.15*		Employment Agreement for Steven H. Holliday, effective July 1, 2022, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed July 29, 2022.
10.16*		Employment Agreement for Mark A. Franklin, effective July 1, 2022, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed July 29, 2022.
31.1		Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022~~March 31, 2023 by Principal Executive Officer, dated ~~November 3, 2022.~~May 4, 2023.
31.2		Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022~~March 31, 2023 by Principal Financial Officer, dated ~~November 3, 2022.~~May 4, 2023.
32.1		Certification, dated ~~November 3, 2022,~~May 4, 2023, of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended ~~September 30, 2022.~~March 31, 2023.
101.1		Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended ~~September 30, 2022,~~March 31, 2023, 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.

4137

Table of Contents

SIGNATURES

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


	FIRST FINANCIAL CORPORATION
	(Registrant)

Date: ~~November 2, 2022~~May 4, 2023	By /s/ Norman L. Lowery
	Norman L. Lowery, Chairman, President and CEO
	(Principal Executive Officer)

Date: ~~November 2, 2022~~May 4, 2023	By /s/ Rodger A. McHargue
	Rodger A. McHargue, Treasurer and CFO
	(Principal Financial Officer)

4238


			Measurement
	As Initially		Period
(Dollar amounts in thousands)	Reported		Adjustments		As Adjusted
Consideration
Cash consideration	$	31,358	$	—	$	31,358

Fair value of total consideration transferred	$	31,358	$	—	$	31,358

Assets acquired
Cash	$	3,046	$	—	$	3,046
Investment securities available-for-sale		57,054		—		57,054
Federal funds sold		10,470		—		10,470
Bank owned life insurance		9,753		—		9,753
Federal Home Loan Bank stock		1,362		—		1,362
Loans		227,827		—		227,827
Premises and equipment		8,180		—		8,180
Core deposit intangibles		652		—		652
Other assets		4,567		(850)		3,717
Total assets acquired		322,911		(850)		322,061

Liabilities assumed
Deposits		286,098		—		286,098
FHLB advances		11,042		—		11,042
Other liabilities		1,956		—		1,956
Total liabilities assumed		299,096		—		299,096

Net identifiable assets		23,815		(850)		22,965
Goodwill	$	7,543	$	850	$	8,393


	Year ended December 31,
(Dollar amounts in thousands, except per share data)	2021		2020
Net interest income	$	150,806	$	156,051
Net income	$	53,714	$	55,958
Basic and diluted earnings per share	$	4.07	$	4.08