NOTES TO FINANCIAL STATEMENTS
December 31, 2013 and 2012
NOTE 1 - PLAN DESCRIPTION
The following brief description of the First Financial Service
Corporation 401(k)/Employee Stock Ownership Plan (the “Plan”) provides only general information. Participants should
refer to the Plan Agreement for a complete description of the Plan’s provisions. The sponsor of the Plan is First Financial
Service Corporation (the “Company” or “Employer”).
General
:
The Plan is a defined contribution plan
covering substantially all employees of First Financial Service Corporation, a bank holding company and its subsidiaries, which
include First Federal Savings Bank, First Service Corporation of Elizabethtown, and Heritage Properties, LLC.
Employees of the Company are eligible to contribute to the Plan
upon the completion of at least two months of service. The employee becomes a participant on the first day of the month following
fulfillment of this requirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Within the Plan, there are two parts, the Employee Stock Ownership
Plan (“ESOP”) and a 401(k) portion. The Company makes contributions to these parts as determined by the Plan document,
the Company’s Board of Directors, and within the guidelines of ERISA and the regulations of the Internal Revenue Service.
Contributions
:
Participants may contribute up
to 50% of their compensation up to the maximum amount allowed by the Internal Revenue Service through regular payroll deductions
under the 401(k) provisions of the Plan. Participants may also make contributions after taxes are withheld. The employer matches
100% of the employee contributions up to 4% of the employee’s compensation. To be eligible to receive an Employer contribution,
a participant must work 1,000 hours in the plan year. Employer contributions under the ESOP are at the discretion of the Employer’s
Board of Directors. ESOP contributions are allocated based on the participant’s allocable share of the Company contribution,
which is based on compensation. Effective December 2011, the Employer’s Board of Directors suspended the annual ESOP contribution.
Participant Accounts
:
Each participant’s
account is credited with the participant’s contributions and an allocation of the Employer contributions and Plan earnings,
and is charged with his or her withdrawals and an allocation of administrative expenses. Allocations are based on participant earnings
or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s
vested account. All participants are eligible to diversify their Employer ESOP contributions immediately into existing plan investment
options.
Retirement, Death and Disability
:
A participant
is entitled to 100% of their account balance upon retirement, death or disability.
Vesting
:
Participants are immediately vested in
the Employer’s ESOP contributions, their voluntary contributions and the matching contributions plus actual earnings thereon.
Payment of Benefits
:
Upon retirement, permanent
disability or death, a participant or his or her designated beneficiary may elect to receive the amount credited to his or her
account in a lump-sum distribution, or in equal installments over a period not exceeding the life expectancy of the participant.
If a participant’s account balance exceeds $5,000, no portion of the account balance will be distributed as a lump-sum without
the participant’s consent.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 and 2012
NOTE 1 - PLAN DESCRIPTION
(Continued)
Investment Options
:
Each participant may direct
their contributions and the Company’s matching contribution to any of the investment options available under the Plan, including
the Company’s common stock. Employer ESOP contributions are made in the form of First Financial Service Corporation common
stock.
Effective January 1, 2007, the Plan was amended to allow transfers
out of the First Financial Service Corporation common stock for all types of contribution accounts which hold Qualifying Employer
Securities—including the ESOP Contribution Account. This rule applies to all participants for their entire account invested
in Employer Stock, and to any beneficiary who has an account under the Plan and is entitled to exercise the rights of a participant.
If the participant elects to transfer some or all of their account out of First Financial Service Corporation common stock, they
can then direct the investment of that amount into other investment options offered by the Plan.
Voting Rights
:
While the Plan entitles its trustee
to vote Company shares held by the Plan, the Company currently permits participants to vote Company shares allocated to their account.
Participants are notified by the trustee prior to the time such votes are to be executed.
Notes Receivable from Participants
:
Participants
may borrow up to the lesser of $50,000 or 50% of the vested portion of their account balance, subject to certain restrictions,
in accordance with interest rates and collateral requirements established by the Plan. Principal and interest are paid through
payroll deductions.
Administrative and Investment Management Expenses
:
Loan origination fees associated with notes receivable from participants and the Plan’s record keeping and trustee fees
are paid by the Plan and are reflected in the financial statements as administrative expenses of the Plan. Investment management
fees are charged to the Plan as a reduction of investment return and included in the investment income (loss) reported by the Plan.
All other expenses of the Plan are paid by the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
:
The financial statements
of the Plan are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the
United States of America.
Use of Estimates
:
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator
to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these
estimates.
Risks and Uncertainties for Investments
:
The Plan
provides for certain investment options. The underlying investment securities are exposed to various risks, such as interest rate,
market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least reasonably possible that changes will occur in the near
term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and
participants’ individual account balances. The Plan has an investment in First Financial Service Corporation common stock
amounting to $770,748 and $319,562 as of December 31, 2013 and 2012 respectively. These amounts represent 5% and 3% of net assets
available for benefits as of December 31, 2013 and 2012, respectively.
Notes Receivable from Participants:
Notes receivable
from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit
losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the
participants’ account balances.
Payment of Benefits
:
Benefits are recorded when
paid.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 and 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Investment Valuation and Income Recognition
:
The
Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes
the Plan’s gains and losses on investments bought and sold as well as held during the year.
Recording of Transfers Between Measurement Input Levels
:
The Plan recognizes transfers into and out of fair value hierarchy levels at the beginning of the period.
NOTE 3 – FAIR VALUE MEASUREMENTS
Fair value is the price that would be received by the Plan for
an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the
measurement date in the Plan’s principal or most advantageous market for the asset or liability. The effect of a change in
valuation technique or its application on a fair value estimate is accounted for prospectively as a change in accounting estimate.
When evaluating indications of fair value resulting from the use of multiple valuation techniques, the Plan is to select the point
within the resulting range of reasonable
estimates of fair value that is most representative of fair value under current
market conditions. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of
unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical
assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three
levels of inputs within the fair value hierarchy are defined as follows:
Level 1
: Quoted prices (unadjusted) for identical
assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
Level 2
: Significant other observable inputs
other than level 1 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 the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 and 2012
NOTE 3 – FAIR VALUE MEASUREMENTS
(Continued)
In some cases, a valuation technique used to measure fair value
may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement
of the entire fair value measurement in the hierarchy.
The following descriptions of the valuation methods and assumptions
used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.
Mutual funds
: The fair values of mutual fund investments
are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).
Common stock:
The fair values of common stock, including
First Financial Service Corporation common stock, are determined by obtaining quoted prices from a nationally recognized exchange
(level 1 inputs).
Money market deposit accounts:
Fair values of money market
deposit account balances have been determined based upon their quoted redemption prices and recent transaction prices of $1.00
per share (level 2 inputs), with no discounts for credit quality or liquidity restrictions, even though net asset values per share
may fluctuate from the $1.00 targeted redemption price. The Plan’s investments in money market deposit accounts occasionally
exceed federally insured balances.
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting
date.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December
31, 2013 and 2012
NOTE 3 – FAIR VALUE MEASUREMENTS
(Continued)
Investments measured at fair value on a recurring basis are
summarized below:
|
|
Fair Value Measurements
|
|
|
|
at December 31, 2013 Using
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
First Financial Service Corporation common stock
|
|
$
|
770,748
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
|
5,148,309
|
|
|
|
-
|
|
|
|
-
|
|
Growth and income
|
|
|
3,283,649
|
|
|
|
-
|
|
|
|
-
|
|
Equity and income
|
|
|
809,529
|
|
|
|
-
|
|
|
|
-
|
|
Bond
|
|
|
1,103,334
|
|
|
|
-
|
|
|
|
-
|
|
Money market
|
|
|
2,219,666
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
-
|
|
|
|
37,001
|
|
|
|
-
|
|
Self-directed brokerage accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
267,748
|
|
|
|
-
|
|
|
|
-
|
|
Mutual funds
|
|
|
195,964
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
-
|
|
|
|
171,289
|
|
|
|
-
|
|
|
|
Fair Value Measurements
|
|
|
|
at December 31, 2012 Using
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
First Financial Service Corporation common stock
|
|
$
|
319,562
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
|
4,013,073
|
|
|
|
-
|
|
|
|
-
|
|
Growth and income
|
|
|
2,317,234
|
|
|
|
-
|
|
|
|
-
|
|
Equity and income
|
|
|
631,915
|
|
|
|
-
|
|
|
|
-
|
|
Bond
|
|
|
1,134,021
|
|
|
|
-
|
|
|
|
-
|
|
Money market
|
|
|
2,858,739
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
-
|
|
|
|
53,217
|
|
|
|
-
|
|
Self-directed brokerage accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
155,523
|
|
|
|
-
|
|
|
|
-
|
|
Mutual funds
|
|
|
12,146
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
-
|
|
|
|
45,737
|
|
|
|
-
|
|
There were no transfers between Level 1 and Level 2 during 2013.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December
31, 2013 and 2012
NOTE 4 - INVESTMENTS
The following presents investments that represent 5% or more
of the Plan’s net assets available for benefits.
|
|
2013
|
|
|
2012
|
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
First Financial Service Corporation common stock*
|
|
$
|
770,748
|
|
|
$
|
319,562
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
American AMCAP Fund, Inc. R3*
|
|
|
729,718
|
|
|
|
476,231
|
|
American Capital Income Builder, Inc. R3*
|
|
|
740,698
|
|
|
|
589,758
|
|
American Capital World Growth and Income R3
|
|
|
1,038,593
|
|
|
|
849,190
|
|
American Smallcap World Fund R3
|
|
|
1,148,292
|
|
|
|
862,502
|
|
American Washington Mutual Investors R3*
|
|
|
784,129
|
|
|
|
416,008
|
|
Pimco Pacific Investment Total Return Fund A**
|
|
|
700,954
|
|
|
|
708,707
|
|
Vanguard Indexed Small Cap
|
|
|
920,064
|
|
|
|
670,232
|
|
Vanguard Index Trust-500 Portfolio
|
|
|
1,004,818
|
|
|
|
759,101
|
|
American Money Market Fund R3
|
|
|
2,219,666
|
|
|
|
2,858,739
|
|
**As of December 31, 2013,
the Plan’s position in Pimco Pacific Investment Total Return Fund A was not 5% or more of the Plan’s net assets available
for benefits.
* As of December 31, 2012,
the Plan’s position in First Financial Service Corporation common stock, American AMCAP Fund, Inc. R3, American Capital Income
Builder, Inc. R3 and American Washington Mutual Investors R3 was not 5% or more of the Plan’s net assets available for benefits.
During the year ended December 31, 2013, the Plan’s investments
(including investments bought, sold and held during the year) appreciated (depreciated) in value as follows:
First Financial Service Corporation common stock
|
|
$
|
474,981
|
|
Self-directed brokerage accounts common stock
|
|
|
(19,726
|
)
|
Mutual funds
|
|
|
1,631,525
|
|
|
|
|
|
|
Net appreciation
|
|
$
|
2,086,780
|
|
Dividends for the year ended December 31, 2013 were $354,691.
NOTE 5 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated January 24, 2008, that the Plan and related trust are designed in accordance with applicable sections
of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, Management believes
the Plan is qualified under the appropriated requirements of the IRC. During 2012, management applied for a new determination letter.
A response from the Internal Revenue Service has not yet been received.
Management has analyzed the tax positions taken by the Plan
and has concluded that as of December 31, 2013 and 2012, there are no uncertain positions taken or expected to be taken that would
require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits
by various taxing authorities; however, there are currently no audits for any tax periods in progress. Management believes it is
no longer subject to income tax examinations for years prior to 2010.
(Continued)
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 and 2012
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA and its related regulations.
NOTE 7 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined
under the Department of Labor’s Rules and Regulations as any fiduciary of the Plan, any party rendering service to the Plan,
the employer and certain others. Investment management fees and operating expenses charged to the Plan for investments are deducted
from income earned on investments and are not separately reflected. Consequently, investment management fees and operating expenses
paid to parties-in-interest are reflected as a reduction of investment return for such investments. Professional fees of $21,529
were paid by the Plan to McCready and Keene, Inc. and $6,837 were paid by the Plan to TD Ameritrade for the administration of the
Plan and the custodian of plan assets for the year ended December 31, 2013. McCready and Keene, Inc. is the record keeper of the
Plan and is considered a party-in-interest. TD Ameritrade holds certain Plan assets and is considered a party-in-interest. Notes
receivable from participants also qualify as party-in-interest transactions.
The Plan has an investment
in First Financial Service Corporation common stock amounting to $770,748 and $319,562 as of December 31, 2013 and 2012, respectively.
The Plan held 156,975 and 162,214 shares of First Financial Service Corporation common stock
at December 31, 2013 and 2012, respectively, and recognized dividend income of $0 during 2013 from its investments in the Employer
common stock.
NOTE 8 – SUBSEQUENT EVENT
On April 21, 2014, the Company entered an Agreement and Plan
of Share Exchange with Community Bank Shares of Indiana, Inc. (“CBIN”), whereby CBIN will acquire all of the outstanding
shares of common stock pursuant to a statutory share exchange (the “Share Exchange”). It is anticipated that immediately
following the Share Exchange, the Company will merge into CBIN. The Company has not yet determined the impact on the Plan.
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, Line 4i-Schedule of Assets
(Held at End of Year)
December
31, 2013
Name of Plan Sponsor: First Financial Service Corporation
Employer Identification Number: 61-1168311
Three-digit Plan Number: 003
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
(e)
|
|
Party
|
|
|
|
|
|
|
|
|
|
|
in
|
|
Identity of Issue, Borrower,
|
|
Description of Investments Including
|
|
|
|
|
Current
|
|
Interest
|
|
Lessor or Similar Party
|
|
Maturity Date and Rate of Interest
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
First Financial Service Corporation
|
|
Common Stock
|
|
|
#
|
|
|
$
|
770,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds
|
|
AMCAP Fund, Inc. R3
|
|
|
#
|
|
|
|
729,718
|
|
|
|
American Funds
|
|
Capital Income Builder, Inc. R3
|
|
|
#
|
|
|
|
740,698
|
|
|
|
American Funds
|
|
Capital World Growth and Income R3
|
|
|
#
|
|
|
|
1,038,593
|
|
|
|
American Funds
|
|
Europacific Growth Fund R3
|
|
|
#
|
|
|
|
292,145
|
|
|
|
American Funds
|
|
New Economy Fund R3
|
|
|
#
|
|
|
|
620,215
|
|
|
|
American Funds
|
|
New Perspective Fund R3
|
|
|
#
|
|
|
|
625,933
|
|
|
|
American Funds
|
|
New World Fund R3
|
|
|
#
|
|
|
|
253,320
|
|
|
|
American Funds
|
|
Smallcap World Fund R3
|
|
|
#
|
|
|
|
1,148,292
|
|
|
|
American Funds
|
|
Washington Mutual Investors R3
|
|
|
#
|
|
|
|
784,129
|
|
|
|
American Funds
|
|
Income Fund of America R3
|
|
|
#
|
|
|
|
68,831
|
|
|
|
American Funds
|
|
Investment Company of America R3
|
|
|
#
|
|
|
|
456,109
|
|
|
|
American Funds
|
|
Money Market Fund R3
|
|
|
#
|
|
|
|
2,219,666
|
|
|
|
Ivy Funds
|
|
Global Natural Resources Fund A
|
|
|
#
|
|
|
|
361,858
|
|
|
|
Pimco Funds
|
|
Global Bond A
|
|
|
#
|
|
|
|
402,380
|
|
|
|
Pimco Funds
|
|
Pacific Investment Total Return Fund A
|
|
|
#
|
|
|
|
700,954
|
|
|
|
Vanguard Funds
|
|
Indexed Small Cap
|
|
|
#
|
|
|
|
920,064
|
|
|
|
Vanguard Funds
|
|
Index Trust-500 Portfolio
|
|
|
#
|
|
|
|
1,004,818
|
|
|
|
Vanguard Funds
|
|
Total Intl Stock Index Portfolio
|
|
|
#
|
|
|
|
196,764
|
|
|
|
Total Mutual Funds
|
|
|
|
|
|
|
|
|
12,564,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank USA
|
|
Money Market
|
|
|
#
|
|
|
|
37,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ameritrade
|
|
Self Directed Brokerage Account **
|
|
|
#
|
|
|
|
635,001
|
|
*
|
|
Notes receivable from participants
|
|
Participant Loans with interest rates ranging from 4.25% - 9.25%
|
|
|
#
|
|
|
|
401,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
14,408,965
|
|
|
*
|
Represents parties-in-interest
|
|
**
|
TD Ameritrade manages the investments in the self-directed
brokerage accounts, however, the various underlying investments are issued by other parties.
|
|
#
|
Investment is participant directed therefore historical
cost is not included.
|
FIRST FINANCIAL SERVICE CORPORATION
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
FORM 11-K
DECEMBER 31, 2013