Edgar Filing: FIRST CAPITAL INC

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

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

For the transition period from to

Commission File No. 0-25023

First Capital, Inc.

(Exact name of registrant as specified in its charter)

Indiana

35-2056949

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

220 Federal Drive NW, Corydon, Indiana 47112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code 1-812-738-2198

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,784,997 shares of common stock were outstanding as of April 30, 2013.

FIRST CAPITAL, INC.

INDEX


	Page
Part I Financial Information

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)		3

Consolidated Statements of Income for the three months ended March 31, 2013 and 2012 (unaudited)		4

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012 (unaudited)		5

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2013 and 2012 (unaudited)		6

Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (unaudited)		7

Notes to Consolidated Financial Statements (unaudited)		8-34

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		35-39

Item 3. Quantitative and Qualitative Disclosures About Market Risk		40-43

Item 4. Controls and Procedures		43

Part II Other Information

Item 1. Legal Proceedings		44

Item 1A. Risk Factors		44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44

Item 3. Defaults Upon Senior Securities		44

Item 4. Mine Safety Disclosures		44

Item 5. Other Information		44

Item 6. Exhibits		45

Signatures		46

-2-

PART I—FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2013			December 31, 2012
	(In thousands)
ASSETS
Cash and due from banks	$	7,923		$	11,277
Interest bearing deposits with banks		2,703			1,975
Federal funds sold		18,412			9,959

Total cash and cash equivalents		29,038			23,211
Securities available for sale, at fair value		116,586			122,973
Securities-held to maturity		11			12
Loans, net		275,674			280,407
Loans held for sale		4,918			3,609
Federal Home Loan Bank stock, at cost		2,820			2,820
Foreclosed real estate		557			295
Premises and equipment		10,700			10,757
Accrued interest receivable		1,722			1,757
Cash value of life insurance		6,214			6,172
Goodwill		5,386			5,386
Other assets		1,991			1,733

Total Assets	$	455,617		$	459,132

LIABILITIES
Deposits:
Noninterest-bearing	$	57,693		$	56,715
Interest-bearing		326,228			327,628

Total deposits		383,921			384,343
Retail repurchase agreements		10,579			14,092
Advances from Federal Home Loan Bank		5,100			5,100
Accrued interest payable		260			290
Accrued expenses and other liabilities		2,489			2,371

Total liabilities		402,349			406,196

EQUITY
First Capital, Inc. stockholders’ equity:
Preferred stock of $.01 par value per share Authorized 1,000,000 shares; none issued		0			0
Common stock of $.01 par value per share Authorized 5,000,000 shares; issued 3,164,416 shares		32			32
Additional paid-in capital		24,313			24,313
Retained earnings-substantially restricted		34,738			34,101
Accumulated other comprehensive income		1,396			1,704
Less treasury stock, at cost - 379,419 shares		(7,326	)		(7,326	)

Total First Capital, Inc. stockholders’ equity		53,153			52,824

Noncontrolling interest in subsidiary		115			112

Total equity		53,268			52,936

Total Liabilities and Equity	$	455,617		$	459,132

See accompanying notes to consolidated financial statements.

-3-

PART I—FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,
	2013		2012
	(In thousands, except per share data)
INTEREST INCOME
Loans, including fees	$	3,924	$	4,023
Securities:
Taxable		348		434
Tax-exempt		267		233
Federal Home Loan Bank dividends		25		23
Federal funds sold and interest bearing deposits with banks		12		8

Total interest income		4,576		4,721

INTEREST EXPENSE
Deposits		404		586
Retail repurchase agreements		8		12
Advances from Federal Home Loan Bank		46		105

Total interest expense		458		703

Net interest income		4,118		4,018
Provision for loan losses		250		475

Net interest income after provision for loan losses		3,868		3,543

NONINTEREST INCOME
Service charges on deposit accounts		721		687
Commission income		119		44
Gain on sale of securities		21		0
Other than temporary impairment loss on securities		0		0
Gain on sale of loans		223		258
Mortgage brokerage fees		11		13
Increase in cash value of life insurance		42		48
Other income		25		25

Total noninterest income		1,162		1,075

NONINTEREST EXPENSE
Compensation and benefits		1,751		1,886
Occupancy and equipment		321		306
Data processing		346		324
Professional fees		168		153
Advertising		38		47
Other expenses		698		617

Total noninterest expense		3,322		3,333

Income before income taxes		1,708		1,285
Income tax expense		511		363

Net Income		1,197		922
Less: net income attributable to the noncontrolling interest in subsidiary		3		3

Net Income Attributable to First Capital, Inc.	$	1,194	$	919

Earnings per common share attributable to First Capital, Inc.:
Basic	$	0.43	$	0.33

Diluted	$	0.43	$	0.33

Dividends per share on common shares	$	0.20	$	0.19

See accompanying notes to consolidated financial statements.

-4-

PART I—FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
	2013			2012
	(In thousands)
Net Income	$	1,197		$	922
OTHER COMPREHENSIVE LOSS
Unrealized losses on securities available for sale:
Unrealized holding losses arising during the period		(488	)		(564	)
Income tax benefit		193			224

Net of tax amount		(295	)		(340	)

Less: reclassification adjustment for realized gains included in net income		(21	)		—
Income tax expense		8			—

Net of tax amount		(13	)		—

Other Comprehensive Loss, net of tax		(308	)		(340	)

Comprehensive Income		889			582
Less: comprehensive income attributable to the noncontrolling interest in subsidiary		3			3

Comprehensive Income Attributable to First Capital, Inc.	$	886		$	579

-5-

PART I—FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


(In thousands, except share and per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Noncontrolling Interest		Total
Balances at January 1, 2012	$	32	$	24,313	$	32,297		$	1,612		$	(7,312	)	$	111	$	51,053
Net income		0		0		919			0			0			3		922
Other comprehensive loss		0		0		0			(340	)		0			0		(340	)
Cash dividends		0		0		(530	)		0			0			0		(530	)

Balances at March 31, 2012	$	32	$	24,313	$	32,686		$	1,272		$	(7,312	)	$	114	$	51,105

Balances at January 1, 2013	$	32	$	24,313	$	34,101		$	1,704		$	(7,326	)	$	112	$	52,936
Net income		0		0		1,194			0			0			3		1,197
Other comprehensive loss		0		0		0			(308	)		0			0		(308	)
Cash dividends		0		0		(557	)		0			0			0		(557	)

Balances at March 31, 2013	$	32	$	24,313	$	34,738		$	1,396		$	(7,326	)	$	115	$	53,268

See accompanying notes to consolidated financial statements.

-6-

PART I—FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2013			2012
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,197		$	922
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Amortization of premiums and accretion of discounts on securities, net		245			239
Depreciation and amortization expense		176			208
Deferred income taxes		110			48
Increase in cash value of life insurance		(42	)		(48	)
Gain on sale of securities		(21	)		0
Provision for loan losses		250			475
Proceeds from sales of loans		12,040			10,125
Loans originated for sale		(13,126	)		(8,651	)
Gain on sale of loans		(223	)		(258	)
Decrease in accrued interest receivable		35			74
Increase (decrease) in accrued interest payable		(30	)		6
Net change in other assets/liabilities		(78	)		323

Net Cash Provided By Operating Activities		533			3,463

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale		(6,021	)		(16,516	)
Proceeds from maturities of securities available for sale		8,164			13,547
Proceeds from sales of securities available for sale		246			1,004
Principal collected on mortgage-backed obligations		3,295			3,997
Net decrease in loans receivable		4,195			3,358
Proceeds from sale of foreclosed real estate		26			395
Purchase of premises and equipment		(119	)		(90	)

Net Cash Provided By Investing Activities		9,786			5,695

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		(422	)		4,070
Net decrease in advances from Federal Home Loan Bank		—			(1,425	)
Net decrease in retail repurchase agreements		(3,513	)		(30	)
Dividends paid		(557	)		(530	)

Net Cash Provided By (Used In) Financing Activities		(4,492	)		2,085

Net Increase in Cash and Cash Equivalents		5,827			11,243
Cash and cash equivalents at beginning of period		23,211			18,923

Cash and Cash Equivalents at End of Period	$	29,038		$	30,166

See accompanying notes to consolidated financial statements.

-7-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Presentation of Interim Information

First Capital, Inc. (“Company”) is the savings and loan holding company for First Harrison Bank (“Bank”). The information presented in this report relates primarily to the Bank’s operations. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are wholly-owned Nevada corporate subsidiaries of the Bank that jointly own First Harrison, LLC, a Nevada limited liability corporation that holds and manages an investment portfolio. First Harrison REIT, Inc. (“REIT”) was incorporated as a wholly-owned subsidiary of First Harrison Holdings, Inc. to hold a portion of the Bank’s real estate mortgage loan portfolio. On January 21, 2009, the REIT issued 105 shares of 12.5% redeemable cumulative preferred stock with an aggregate liquidation value of $105,000 in a private placement offering in order to satisfy certain ownership requirements to qualify as a real estate investment trust. At March 31, 2013, this noncontrolling interest represented 0.2% ownership of the REIT.

In the opinion of management, the unaudited consolidated financial statements include all adjustments considered necessary to present fairly the financial position as of March 31, 2013, and the results of operations and cash flows for the three months ended March 31, 2013 and 2012. All of these adjustments are of a normal, recurring nature. Such adjustments are the only adjustments included in the unaudited consolidated financial statements. Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and are presented as permitted by the instructions to Form 10-Q. Accordingly, they do not contain certain information included in the Company’s annual audited consolidated financial statements and related footnotes for the year ended December 31, 2012 included in the Form 10-K.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

-8-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2.	Investment Securities

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. Investment securities at March 31, 2013 and December 31, 2012 are summarized as follows:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2013
Securities available for sale:
Agency mortgage-backed securities	$	21,258	$	393	$	22	$	21,629
Agency CMO		22,275		238		4		22,509
Other debt securities:
Agency notes and bonds		34,118		252		4		34,366
Municipal obligations		32,425		1,537		221		33,741

Subtotal - debt securities		110,076		2,420		251		112,245

Mutual funds		4,325		28		12		4,341

Total securities available for sale	$	114,401	$	2,448	$	263	$	116,586

Securities held to maturity:
Agency mortgage-backed securities	$	11	$	0	$	0	$	11

Total securities held to maturity	$	11	$	0	$	0	$	11

December 31, 2012
Securities available for sale:
Agency mortgage-backed securities	$	22,762	$	456	$	12	$	23,206
Agency CMO		22,458		225		23		22,660
Other debt securities:
Agency notes and bonds		38,273		290		10		38,553
Municipal obligations		32,605		1,800		88		34,317

Subtotal - debt securities		116,098		2,771		133		118,736

Mutual funds		4,213		40		16		4,237

Total securities available for sale	$	120,311	$	2,811	$	149	$	122,973

Securities held to maturity:
Agency mortgage-backed securities	$	12	$	0	$	0	$	12

Total securities held to maturity	$	12	$	0	$	0	$	12

-9-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2 – continued)

Agency notes and bonds, agency mortgage-backed securities and agency collateralized mortgage obligations (CMO) include securities issued by the Government National Mortgage Association (GNMA), a U.S. government agency, and the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal Home Loan Bank (FHLB), which are government-sponsored enterprises.

The amortized cost and fair value of debt securities as of March 31, 2013, by contractual maturity, are shown below. Expected maturities of mortgage-backed securities may differ from contractual maturities because the mortgages underlying the obligations may be prepaid without penalty.


	Securities Available for Sale				Securities Held to Maturity
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	55	$	55	$	0	$	0
Due after one year through five years		8,144		8,249		0		0
Due after five years through ten years		19,152		19,634
Due after ten years		39,192		40,169		0		0

		66,543		68,107		0		0
Mortgage-backed securities and CMO		43,533		44,138		11		11

	$	110,076	$	112,245	$	11	$	11

Information pertaining to investment securities available for sale with gross unrealized losses at March 31, 2013, aggregated by investment category and the length of time that individual investment securities have been in a continuous position, follows:


(Dollars in thousands)	Number of Investment Positions		Fair Value		Gross Unrealized Losses
Continuous loss position less than twelve months:
Agency notes and bonds		2	$	1,967	$	4
Agency CMO		4		4,217		4
Agency mortgage-backed securities		4		4,813		22
Muncipal obligations		21		9,250		221

Total less than twelve months		31		20,247		251

Continuous loss position more than twelve months:
Mutual fund		1		389		12

Total more than twelve months		1		389		12

Total securities available for sale		32	$	20,636	$	263

-10-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2 – continued)

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recover in fair value.

At March 31, 2013, the 31 U.S. government agency debt securities, including agency notes and bonds, mortgage-backed securities and CMO, and municipal obligations in a loss position had depreciated approximately 1.2% from the amortized cost basis. All of the U.S. government agency securities and municipal obligations are issued by U.S. government agencies, government-sponsored enterprises and municipal governments, or are secured by first mortgage loans and municipal project revenues. These unrealized losses related principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As the Company has the ability to hold the debt securities until maturity, or the foreseeable future if classified as available for sale, no declines are deemed to be other-than-temporary.

During the three months ended March 31, 2013, the Company realized gross gains on sales of available for sale municipal securities of $21,000. The Company did not sell any available for sale securities during the three months ended March 31, 2012.

3.	Loans and Allowance for Loan Losses

The Company’s loan and allowance for loan loss policies are as follows:

Loans are stated at unpaid principal balances, less net deferred loan fees and the allowance for loan losses. The Company grants real estate mortgage, commercial business and consumer loans. A substantial portion of the loan portfolio is represented by mortgage loans to customers in southern Indiana. The ability of the Company’s customers to honor their loan agreements is dependent upon the real estate and general economic conditions in this area.

Loan origination and commitment fees, as well as certain direct costs of underwriting and closing loans, are deferred and amortized as a yield adjustment to interest income over the lives of the related loans using the interest method. Amortization of net deferred loan fees is discontinued when a loan is placed on nonaccrual status.

The recognition of income on a loan is discontinued and previously accrued interest is reversed, when interest or principal payments become ninety (90) days past due unless, in the opinion of management, the outstanding interest remains collectible. Past due status is determined based on contractual terms. Generally, by applying the cash receipts method, interest income is subsequently recognized only as received until the loan is returned to accrual status. The cash receipts method is used when the likelihood of further loss on the loan is remote. Otherwise, the Company applies the cost recovery method and applies all payments as a reduction of the unpaid principal balance until the loan qualifies for return to accrual status. Interest income on impaired loans is recognized using the cost recovery method, unless the likelihood of further loss on the loan is remote.

-11-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

A loan is restored to accrual status when all principal and interest payments are brought current and the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, which generally requires that the borrower demonstrate a period of performance of at least six consecutive months.

For portfolio segments other than consumer loans, the Company’s practice is to charge-off any loan or portion of a loan when the loan is determined by management to be uncollectible due to the borrower’s failure to meet repayment terms, the borrower’s deteriorating or deteriorated financial condition, the depreciation of the underlying collateral, the loan’s classification as a loss by regulatory examiners, or for other reasons. A partial charge-off is recorded on a loan when the uncollectibility of a portion of the loan has been confirmed, such as when a loan is discharged in bankruptcy, the collateral is liquidated, a loan is restructured at a reduced principal balance, or other identifiable events that lead management to determine the full principal balance of the loan will not be repaid. A specific reserve is recognized as a component of the allowance for estimated losses on loans individually evaluated for impairment. Partial charge-offs on nonperforming and impaired loans are included in the Company’s historical loss experience used to estimate the general component of the allowance for loan losses as discussed below. Specific reserves are not considered charge-offs in management’s analysis of the allowance for loan losses because they are estimates and the outcome of the loan relationship is undetermined. At March 31, 2013, the Company had nine loans on which partial charge-offs of $473,000 had been recorded.

Consumer loans not secured by real estate are typically charged off at 90 days past due, or earlier if deemed uncollectible, unless the loans are in the process of collection. Overdrafts are charged off after 45 days past due. Charge-offs are typically recorded on loans secured by real estate when the property is foreclosed upon.

The allowance for loan losses reflects management’s judgment of probable loan losses inherent in the loan portfolio at the balance sheet date. Additions to the allowance for loan losses are made by the provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Company uses a disciplined process and methodology to evaluate the allowance for loan losses on at least a quarterly basis that is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are individually evaluated for impairment or loans otherwise classified as doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

-12-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The general component covers non-classified loans and classified loans that are found, upon individual evaluation, to not be impaired. Such loans are pooled by segment and losses are modeled using annualized historical loss experience adjusted for qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent twelve calendar quarters unless the historical loss experience is not considered indicative of the level of risk in the remaining balance of a particular portfolio segment, in which case an adjustment is determined by management. The Company’s historical loss experience is then adjusted by an overall loss factor weighting adjustment based on a qualitative analysis prepared by management and reviewed on a quarterly basis. The overall loss factor considers changes in underwriting standards, economic conditions, changes and trends in past due and classified loans and other internal and external factors.

Management also applies additional loss factor multiples to loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The loss factor multiples for classified loans are based on management’s assessment of historical trends regarding losses experienced on classified loans in prior periods. See below for additional discussion of the overall loss factor and loss factor multiples for classified loans as of March 31, 2013 and December 31, 2012, as well as a discussion of changes in management’s allowance for loan losses methodology from 2012 to 2013.

Management exercises significant judgment in evaluating the relevant historical loss experience and the qualitative factors. Management also monitors the differences between estimated and actual incurred loan losses for loans considered impaired in order to evaluate the effectiveness of the estimation process and make any changes in the methodology as necessary.

Management utilizes the following portfolio segments in its analysis of the allowance for loan losses: residential real estate, land, construction, commercial real estate, commercial business, home equity and second mortgage, and other consumer loans. Additional discussion of the portfolio segments and the risks associated with each segment can be found in the Company’s 2012 Annual Report on Form 10-K for the year ended December 31, 2012.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

-13-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Values for collateral dependent loans are generally based on appraisals obtained from independent licensed real estate appraisers, with adjustments applied for estimated costs to sell the property, costs to complete unfinished or repair damaged property and other factors. New appraisals are generally obtained for all significant properties when a loan is identified as impaired, and a property is considered significant if the value of the property is estimated to exceed $200,000. Subsequent appraisals are obtained as needed or if management believes there has been a significant change in the market value of the property. In instances where it is not deemed necessary to obtain a new appraisal, management bases its impairment and allowance for loan loss analysis on the original appraisal with adjustments for current conditions based on management’s assessment of market factors and management’s inspection of the property.

-14-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table provides the components of the Company’s recorded investment in loans for each portfolio segment at March 31, 2013:


	Residential Real Estate		Land		Construction			Commercial Real Estate			Commercial Business			Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Recorded Investment in Loans:
Principal loan balance	$	105,344	$	9,395	$	11,777		$	69,400		$	18,333		$	35,202	$	30,795	$	280,246
Accrued interest receivable		405		40		49			190			49			129		148		1,010
Net deferred loan origination fees and costs		53		2		(11	)		(22	)		(9	)		207		0		220

Recorded investment in loans	$	105,802	$	9,437	$	11,815		$	69,568		$	18,373		$	35,538	$	30,943	$	281,476

Recorded Investment in Loans as Evaluated for Impairment:
Individually evaluated for impairment	$	1,974	$	130	$	260		$	1,406		$	1,776		$	274	$	0	$	5,820
Collectively evaluated for impairment		103,828		9,307		11,555			68,162			16,597			35,264		30,943		275,656
Acquired with deteriorated credit quality		0		0		0			0			0			0		0		0

Ending balance	$	105,802	$	9,437	$	11,815		$	69,568		$	18,373		$	35,538	$	30,943	$	281,476

-15-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table provides the components of the Company’s recorded investment in loans for each portfolio segment at December 31, 2012:


	Residential Real Estate		Land		Construction			Commercial Real Estate			Commercial Business			Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Recorded Investment in Loans:
Principal loan balance	$	108,097	$	9,607	$	11,746		$	68,731		$	18,612		$	36,962	$	31,186	$	284,941
Accrued interest receivable		444		48		29			188			53			147		184		1,093
Net deferred loan origination fees and costs		62		2		(12	)		(17	)		(10	)		177		0		202

Recorded investment in loans	$	108,603	$	9,657	$	11,763		$	68,902		$	18,655		$	37,286	$	31,370	$	286,236

Recorded Investment in Loans as Evaluated for Impairment:
Individually evaluated for impairment	$	2,370	$	125	$	403		$	2,836		$	1,776		$	73	$	0	$	7,583
Collectively evaluated for impairment		106,233		9,532		11,360			66,066			16,879			37,213		31,370		278,653
Acquired with deteriorated credit quality		0		0		0			0			0			0		0		0

Ending balance	$	108,603	$	9,657	$	11,763		$	68,902		$	18,655		$	37,286	$	31,370	$	286,236

-16-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

An analysis of the allowance for loan losses as of March 31, 2013 is as follows:


	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	143	$	6	$	0	$	258	$	1,065	$	25	$	0	$	1,497
Collectively evaluated for impairment		797		63		50		1,033		161		861		330		3,295
Acquired with deteriorated credit quality		0		0		0		0		0		0		0		0

Ending balance	$	940	$	69	$	50	$	1,291	$	1,226	$	886	$	330	$	4,792

An analysis of the allowance for loan losses as of December 31, 2012 is as follows:


	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	213	$	0	$	0	$	275	$	1,098	$	66	$	0	$	1,652
Collectively evaluated for impairment		709		71		0		1,035		125		853		291		3,084
Acquired with deteriorated credit quality		0		0		0		0		0		0		0		0

Ending balance	$	922	$	71	$	0	$	1,310	$	1,223	$	919	$	291	$	4,736

-17-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

An analysis of the changes in the allowance for loan losses for the three months ended March 31, 2013 is as follows:


	Residential Real Estate			Land			Construction		Commercial Real Estate			Commercial Business			Home Equity & 2nd Mtg			Other Consumer			Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	922		$	71		$	0	$	1,310		$	1,223		$	919		$	291		$	4,736
Provisions for loan losses		213			(2	)		50		(33	)		(46	)		(33	)		101			250
Charge-offs		(198	)		0			0		0			0			(14	)		(105	)		(317	)
Recoveries		3			0			0		14			49			14			43			123

Ending balance	$	940		$	69		$	50	$	1,291		$	1,226		$	886		$	330		$	4,792

An analysis of the changes in the allowance for loan losses for the three months ended March 31, 2012 is as follows:


	Residential Real Estate			Land			Construction		Commercial Real Estate			Commercial Business		Home Equity & 2nd Mtg			Other Consumer			Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	828		$	93		$	33	$	1,269		$	1,160	$	400		$	399		$	4,182
Provisions for loan losses		498			10			2		(345	)		12		361			(63	)		475
Charge-offs		(276	)		(4	)		0		0			0		(114	)		(91	)		(485	)
Recoveries		10			0			0		0			3		4			39			56

Ending balance	$	1,060		$	99		$	35	$	924		$	1,175	$	651		$	284		$	4,228

-18-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

During the quarter ended March 31, 2013, management increased the overall qualitative factor for each portfolio segment from 1.15 times Company’s historical loss factors to 1.18 times the Company’s historical loss factors. The increase in the overall qualitative factor was based on management’s analysis of changes and trends in the following qualitative factors:

•

Underwriting Standards – Management reviews the findings of periodic internal audit loan reviews, independent outsourced loan reviews and loan reviews performed by the banking regulators to evaluate the risk associated with changes in underwriting standards. At March 31, 2013 and December 31, 2012, management assessed the risk associated with this component as neutral, requiring no adjustment to the historical loss factors.

•

Economic Conditions – Management analyzes trends in housing and unemployment data in the Harrison, Floyd and Clark counties of Indiana, the Company’s primary market area, to evaluate the risk associated with economic conditions. Due to a decrease in new home construction and an increase in unemployment in the Company’s primary market area, management assigned a risk factor of 1.20 for this component at March 31, 2013 and December 31, 2012.

•

Past Due Loans – Management analyzes trends in past due loans for the Company to evaluate the risk associated with delinquent loans. In general, past due loan ratios have remained at elevated levels compared to historical amounts since 2007, and management assigned a risk factor of 1.20 for this component at March 31, 2013 and December 31, 2012.

•

Other Internal and External Factors – This component includes management’s consideration of other qualitative factors such as loan portfolio composition. The Company has focused on the origination of commercial business and real estate loans in an effort to convert the Company’s balance sheet from that of a traditional thrift institution to a commercial bank. In addition, the Company has increased its investment in mortgage loans in which it does not hold a first lien position. Commercial loans and second mortgage loans generally entail greater credit risk than residential mortgage loans secured by a first lien. As a result of changes in the loan portfolio composition and other factors, management has increased its risk factor from 1.20 at December 31, 2012 to 1.30 at March 31, 2013.

Each of the four factors above was assigned an equal weight to arrive at an average for the overall qualitative factor of 1.18 and 1.15 at March 31, 2013 and December 31, 2012, respectively. The effect of the overall qualitative factor was to increase the estimated allowance for loan losses by $483,000 and $419,000 at March 31, 2013 and December 31, 2012, respectively. The effect of the increase in the overall qualitative factor from 1.15 at December 31, 2012 to 1.18 at March 31, 2013 was to increase the estimated allowance for loan losses by approximately $74,000.

Management also adjusts the historical loss factors for loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The adjustments consider the increased likelihood of loss on classified loans based on the Company’s separate historical experience for classified loans. The effect of the adjustments for classified loans was to increase the estimated allowance for loan losses by $648,000 and $664,000 at March 31, 2013 and December 31, 2012, respectively.

-19-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table summarizes the Company’s impaired loans by class of loans as of March 31, 2013 and for the three months ended March 31, 2013 and 2012:


	At March 31, 2013						Three Months Ended March 31, 2013						Three Months Ended March 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Interest Recognized - Cash Method		Average Recorded Investment		Interest Income Recognized		Interest Recognized - Cash Method
	(In thousands)
Loans with no related allowance recorded:
Residential	$	1,365	$	1,732	$	0	$	1,396	$	2	$	1	$	1,254	$	1	$	1
Land		124		129		0		125		0		0		23		0		0
Construction		260		272		0		332		0		0		257		0		0
Commercial real estate		72		73		0		804		0		0		1,233		0		0
Commercial business		0		0		0		0		0		0		0		0		0
Home Equity/2nd mortgage		242		242		0		121		1		0		86		1		0
Other consumer		0		0		0		0		0		0		0		0		0

		2,063		2,448		0		2,778		3		1		2,853		2		1

Loans with an allowance recorded:
Residential		609		684		143		776		0		0		921		0		0
Land		6		6		6		3		0		0		0		0		0
Construction		0		0		0		0		0		0		0		0		0
Commercial real estate		1,334		1,453		258		1,318		0		0		1,574		0		0
Commercial business		1,776		1,909		1,065		1,776		0		0		1,928		0		0
Home Equity/2nd mortgage		32		32		25		53		0		0		94		0		1
Other consumer		0		0		0		0		0		0		0		0		0

		3,757		4,084		1,497		3,926		0		0		4,517		0		1

Total:
Residential		1,974		2,416		143		2,172		2		1		2,175		1		1
Land		130		135		6		128		0		0		23		0		0
Construction		260		272		0		332		0		0		257		0		0
Commercial real estate		1,406		1,526		258		2,122		0		0		2,807		0		0
Commercial business		1,776		1,909		1,065		1,776		0		0		1,928		0		0
Home Equity/2nd mortgage		274		274		25		174		1		0		180		1		1
Other consumer		0		0		0		0		0		0		0		0		0

	$	5,820	$	6,532	$	1,497	$	6,704	$	3	$	1	$	7,370	$	2	$	2

-20-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table summarizes the Company’s impaired loans by class of loans as of December 31, 2012:


	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Loans with no related allowance recorded:
Residential	$	1,427	$	1,760	$	0
Land		125		126		0
Construction		403		413		0
Commercial real estate		1,535		1,944		0
Commercial business		0		0		0
HE/2nd mortgage		0		0		0
Other consumer		0		0		0

		3,490		4,243		0

Loans with an allowance recorded:
Residential		943		1,020		213
Land		0		0		0
Construction		0		0		0
Commercial real estate		1,301		1,394		275
Commercial business		1,776		1,909		1,098
HE/2nd mortgage		73		73		66
Other consumer		0		0		0

		4,093		4,396		1,652

Total:
Residential		2,370		2,780		213
Land		125		126		0
Construction		403		413		0
Commercial real estate		2,836		3,338		275
Commercial business		1,776		1,909		1,098
Home Equity/2nd mortgage		73		73		66
Other consumer		0		0		0

	$	7,583	$	8,639	$	1,652

-21-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Nonperforming loans consists of nonaccrual loans and loans over 90 days past due and still accruing interest. The following table presents the recorded investment in nonperforming loans by class of loans at March 31, 2013 and December 31, 2012:


	March 31, 2013						December 31, 2012
	Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans		Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans
	(In thousands)
Residential	$	1,974	$	219	$	2,193	$	2,370	$	215	$	2,585
Land		130		11		141		125		0		125
Construction		260		0		260		403		0		403
Commercial real estate		1,406		0		1,406		2,836		0		2,836
Commercial business		1,776		0		1,776		1,776		0		1,776
Home Equity/2nd mortgage		274		53		327		73		56		129
Other consumer		0		9		9		0		18		18

Total	$	5,820	$	292	$	6,112	$	7,583	$	289	$	7,872

The following table presents the aging of the recorded investment loans by class of loans at March 31, 2013:


	30-59 Days Past Due		60-89 Days Past Due		Over 90 Days Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Residential	$	3,989	$	347	$	1,587	$	5,923	$	99,879	$	105,802
Land		187		135		136		458		8,979		9,437
Construction		0		0		111		111		11,704		11,815
Commercial real estate		178		334		125		637		68,931		69,568
Commercial business		237		0		0		237		18,136		18,373
Home Equity/2nd mortgage		411		0		263		674		34,864		35,538
Other consumer		287		26		9		322		30,621		30,943

Total	$	5,289	$	842	$	2,231	$	8,362	$	273,114	$	281,476

-22-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table presents the aging of the recorded investment in loans by class of loans at December 31, 2012:


	30-59 Days Past Due		60-89 Days Past Due		Over 90 Days Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Residential	$	4,085	$	871	$	1,644	$	6,600	$	102,003	$	108,603
Land		343		0		119		462		9,195		9,657
Construction		171		0		113		284		11,479		11,763
Commercial real estate		360		0		335		695		68,207		68,902
Commercial business		36		0		0		36		18,619		18,655
Home Equity/2nd mortgage		1,206		102		97		1,405		35,881		37,286
Other consumer		510		30		18		558		30,812		31,370

Total	$	6,711	$	1,003	$	2,326	$	10,040	$	276,196	$	286,236

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, public information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company classifies loans based on credit risk at least quarterly. The Company uses the following regulatory 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 paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

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

Loss: Loans classified as loss are considered uncollectible and of such little value that their continuance on the institution’s books as an asset is not warranted.

Loans not meeting the criteria above that are analyzed individually as part of the described process are considered to be pass rated loans.

-23-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table presents the recorded investment in loans by risk category and class of loans as of the date indicated:


	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
March 31, 2013
Pass	$	100,748	$	6,916	$	11,306	$	65,293	$	15,236	$	34,489	$	30,921	$	264,909
Special Mention		879		115		249		1,097		903		515		14		3,772
Substandard		2,201		2,276		0		1,772		458		260		8		6,975
Doubtful		1,974		130		260		1,406		1,776		274		0		5,820
Loss		0		0		0		0		0		0		0		0

Ending balance	$	105,802	$	9,437	$	11,815	$	69,568	$	18,373	$	35,538	$	30,943	$	281,476

December 31, 2012
Pass	$	102,618	$	7,220	$	11,244	$	63,095	$	15,026	$	36,035	$	31,302	$	266,540
Special Mention		958		17		116		1,018		1,354		553		25		4,041
Substandard		2,657		2,295		0		1,953		499		625		43		8,072
Doubtful		2,370		125		403		2,836		1,776		73		0		7,583
Loss		0		0		0		0		0		0		0		0

Ending balance	$	108,603	$	9,657	$	11,763	$	68,902	$	18,655	$	37,286	$	31,370	$	286,236

-24-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table summarizes the Company’s troubled debt restructurings (TDRs) by class of loan and accrual status as of March 31, 2013 and December 31, 2012:


	March 31, 2013								December 31, 2012
	Accruing		Nonaccrual		Total		Related Allowance for Loan Losses		Accruing		Nonaccrual		Total		Related Allowance for Loan Losses
	(In thousands)
Troubled debt restructurings:
Residential real estate	$	198	$	362	$	560	$	57	$	180	$	588	$	768	$	87
Land		0		0		0		0		0		0		0		0
Construction		0		111		111		0		0		170		170		0
Commercial real estate		1,218		334		1,552		83		0		1,534		1,534		83
Commercial business		0		1,776		1,776		1,065		0		1,776		1,776		1,098
Home equity and 2nd mortgage		41		31		72		25		41		31		72		25
Consumer		0		0		0		0		0		0		0		0

Total	$	1,457	$	2,614	$	4,071	$	1,230	$	221	$	4,099	$	4,320	$	1,293

At March 31, 2013 and December 31, 2012, there were no commitments to lend additional funds to debtors whose loan terms have been modified in a TDR.

-25-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

There were no TDRs that were restructured during the three months ended March 31, 2013. The following table summarizes information in regard to TDRs that were restructured during the three months ended March 31, 2012:


	Number of Contracts		Pre-Modification Outstanding Balance		Post-Modification Outstanding Balance
	(Dollars in thousands)
Troubled debt restructurings:
Residential real estate		1	$	88	$	88
Home equity & 2nd mortgage		1		25		25
Construction		0		0		0
Commercial real estate		0		0		0
Commercial business		0		0		0
Construction		0		0		0
Consumer		0		0		0

Total		2	$	113	$	113

For the TDRs listed above, the terms of modification included temporary interest-only payment periods, reduction of the stated interest rate and the deferral of past due principal and interest until maturity, or the consolidation of outstanding loans at a reduced interest rate. There were no principal charge-offs recorded as a result of TDRs during the three months ended March 31, 2012 and there was no specific allowance for loan losses related to TDRs modified during the three months ended March 31, 2012.

There were no TDRS modified within the previous 12 months for which there was a subsequent payment default (defined as the loan becoming more than 90 days past due, being moved to nonaccrual status, or the collateral being foreclosed upon) during the three months ended March 31, 2013 and 2012. In the event that a TDR subsequently defaults, the Company evaluates the restructuring for possible impairment. As a result, the related allowance for loan losses may be increased or charge-offs may be taken to reduce the carrying amount of the loan.

-26-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.	Supplemental Disclosure for Earnings Per Share


	Three Months Ended
	March 31, 2013		March 31, 2012
	(Dollars in thousands, except for share and per share data)
Basic and Diluted:
Earnings:
Net income attributable to First Capital, Inc.	$	1,194	$	919

Shares:
Weighted average common shares outstanding		2,784,997		2,785,693

Net income attributable to First Capital, Inc. per common share, basic and diluted	$	0.43	$	0.33

5.	Stock Option Plan

For the three month periods ended March 31, 2013 and 2012, the Company did not recognize any compensation expense related to its stock option plans. Expense is recognized ratably over the five-year vesting period of the options. At March 31, 2013, there was no unrecognized compensation expense related to nonvested stock options to be recognized over the remaining vesting period. The Black-Scholes option pricing model was used to determine the fair value of the options granted in prior periods.

6.	Supplemental Disclosures of Cash Flow Information


	Three Months Ended March 31,
	2013		2012
	(In thousands)
Cash payments for:
Interest	$	488	$	696
Taxes		159		0
Noncash investing activities:
Transfers from loans to real estate acquired through foreclosure		352		358

-27-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.	Fair Value Measurements

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

Level 1:

Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted market price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2:

Inputs to the valuation methodology include quoted market prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted market prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth on the following page. These valuation methodologies were applied to all of the Company’s financial and nonfinancial assets carried at fair value or the lower of cost or fair value. The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of March 31, 2013 and December 31, 2012. The Company had no liabilities measured at fair value as of March 31, 2013 or December 31, 2012.

-28-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)


	Carrying Value
(In thousands)	Level 1		Level 2		Level 3		Total
March 31, 2013
*Assets Measured on a Recurring Basis*
Securities available for sale:
Agency mortgage-backed securities	$	0	$	21,629	$	0	$	21,629
Agency CMO		0		22,509		0		22,509
Agency notes and bonds		0		34,366		0		34,366
Municipal obligations		0		33,741		0		33,741
Mutual funds		4,341		0		0		4,341

Total securities available for sale	$	4,341	$	112,245	$	0	$	116,586

*Assets Measured on a Nonrecurring Basis*
Impaired loans:
Residential real estate	$	0	$	0	$	1,831	$	1,831
Land		0		0		124		124
Construction		0		0		260		260
Commercial real estate		0		0		1,148		1,148
Commercial business		0		0		711		711
Home equity and second mortgage		0		0		249		249

Total impaired loans	$	0	$	0	$	4,323	$	4,323

Loans held for sale	$	0	$	4,918	$	0	$	4,918
Foreclosed real estate:
Residential real estate	$	0	$	0	$	520	$	520
Land		0		0		37		37

Total foreclosed real estate	$	0	$	0	$	557	$	557

December 31, 2012
*Assets Measured on a Recurring Basis*
Securities available for sale:
Agency mortgage-backed securities	$	0	$	23,206	$	0	$	23,206
Agency CMO		0		22,660		0		22,660
Agency notes and bonds		0		38,553		0		38,553
Municipal obligations		0		34,317		0		34,317
Mutual funds		4,237		0		0		4,237

Total securities available for sale	$	4,237	$	118,736	$	0	$	122,973

*Assets Measured on a Nonrecurring Basis*
Impaired loans:
Residential real estate	$	0	$	0	$	2,157	$	2,157
Land		0		0		125		125
Construction		0		0		403		403
Commercial real estate		0		0		2,561		2,561
Commercial business		0		0		678		678
Home equity and second mortgage		0		0		7		7

Total impaired loans	$	0	$	0	$	5,931	$	5,931

Loans held for sale	$	0	$	3,609	$	0	$	3,609
Foreclosed real estate:
Residential real estate	$	0	$	0	$	258	$	258
Land		0		0		37		37

Total foreclosed real estate	$	0	$	0	$	295	$	295

-29-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

Fair value is based upon quoted market prices, where available. If quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters or a matrix pricing model that employs the Bond Market Association’s standard calculations for cash flow and price/yield analysis and observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, or the lower of cost or fair value. These adjustments may include unobservable parameters. Any such valuation adjustments have been applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies 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 estimate of fair value at the reporting date.

Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market. If quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect.

Impaired Loans. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of impaired loans is classified as Level 3 in the fair value hierarchy.

Impaired loans are carried at the present value of estimated future cash flows using the loan’s effective interest rate or the fair value of collateral less estimated costs to sell if the loan is collateral dependent. At March 31, 2013 and December 31, 2012, all impaired loans were considered to be collateral dependent for the purpose of determining fair value. Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable. The fair value of the collateral is generally determined based on real estate appraisals or other independent evaluations by qualified professionals, adjusted for estimated costs to sell the property, costs to complete or repair the property and other factors to reflect management’s estimate of the fair value of the collateral given the current market conditions and the condition of the collateral. At March 31, 2013, the significant unobservable inputs used in the fair value measurement of impaired loans included a discount from appraised value ranging from 10% to 20% for estimates of changes in market conditions and the condition of the collateral, and estimated costs to sell the collateral ranging from 10% to 15%. The Company recognized provisions for loan losses of $45,000 for the three months ended March 31, 2013 for impaired loans.

-30-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

Loans Held for Sale. Loans held for sale are carried at the lower of cost or market value. The portfolio is comprised of residential real estate loans and fair value is based on specific prices of underlying contracts for sales to investors. These measurements are classified as Level 2.

Foreclosed Real Estate. Foreclosed real estate is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of foreclosed real estate is classified as Level 3 in the fair value hierarchy.

Foreclosed real estate is reported at fair value less estimated costs to dispose of the property. The fair values are determined by real estate appraisals which are then discounted to reflect management’s estimate of the fair value of the property given current market conditions and the condition of the collateral. At March 31, 2013, the significant unobservable inputs used in the fair value measurement of foreclosed real estate included a discount from appraised value ranging from 10% to 48% for estimates of changes in market conditions and the condition of the collateral, and estimated costs to sell the property ranging from 10% to 15%. The Company recognized charges of $32,000 to write down foreclosed real estate to fair value for the three months ended March 31, 2013.

There have been no changes in the valuation techniques and related inputs used for assets measured at fair value on a recurring and nonrecurring basis during the three months ended March 31, 2013. There were no transfers into or out of the Company’s Level 3 financial assets for the three months ended March 31, 2013. In addition, there were no transfers into or out of Levels 1 and 2 of the fair value hierarchy during the three months ended March 31, 2013.

-31-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

GAAP requires disclosure of the fair value of financial assets and financial liabilities, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The estimated fair values of the Company’s financial instruments are as follows:


	Carrying		Fair		Fair Vale Measurements Using
(In thousands)	Value		Value		Level 1		Level 2		Level 3
March 31, 2013:
Financial assets:
Cash and cash equivalents	$	29,038	$	29,038	$	29,038	$	0	$	0
Securities available for sale		116,586		116,586		4,341		112,245		0
Securities held to maturity		11		11		0		11		0
Loans held for sale		4,918		5,008		0		5,008		0
Loans, net		275,674		279,996		0		0		279,996
FHLB stock		2,820		2,820		0		2,820		0
Accrued interest receivable		1,722		1,722		0		1,722		0
Financial liabilities:
Deposits		383,921		384,656		0		0		384,656
Retail repurchase agreements		10,579		10,579		0		10,579		0
Advances from FHLB		5,100		5,100		0		5,100		0
Accrued interest payable		260		260		0		260		0
December 31, 2012:
Financial assets:
Cash and cash equivalents	$	23,211	$	23,211	$	23,211	$	0	$	0
Securities available for sale		122,973		122,973		4,237		118,736		0
Securities held to maturity		12		12		0		12		0
Loans held for sale		3,609		3,705		0		3,705		0
Loans, net		280,407		287,609		0		0		287,609
FHLB stock		2,820		2,820		0		2,820		0
Accrued interest receivable		1,757		1,757		0		1,757		0
Financial liabilities:
Deposits		384,343		385,212		0		0		385,212
Retail repurchase agreements		14,092		14,092		0		14,092		0
Advances from FHLB		5,100		5,100		0		5,100		0
Accrued interest payable		290		290		0		290		0

-32-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

The carrying amounts in the preceding table are included in the consolidated balances sheets under the applicable captions. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash and cash equivalents, including cash and due from banks, interest-bearing deposits with banks, and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Debt and Equity Securities

For marketable equity securities, the fair values are based on quoted market prices. For debt securities, the Company obtains fair value measurements from an independent pricing service and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. For Federal Home Loan Bank stock, a restricted equity security, the carrying amount is a reasonable estimate of fair value because it is not marketable.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The carrying amount of accrued interest receivable approximates its fair value. The fair value of loans held for sale is based on specific prices of underlying contracts for sale to investors.

Deposits

The fair value of demand deposits, savings accounts, money market deposit accounts and other transaction accounts is the amount payable on demand at the balance sheet date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.

Borrowed Funds

The carrying amounts of retail repurchase agreements approximate their fair value. The fair value of advances from Federal Home Loan Bank is estimated by discounting the future cash flows using the current rates at which similar loans with the same remaining maturities could be obtained.

-33-

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.	Recent Accounting Pronouncements

The following are summaries of recently issued accounting pronouncements that impact the accounting and reporting practices of the Company:

In December 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210). The update requires an entity to disclose information about offsetting and related arrangements to enable users of the financial statements to understand the effect of netting arrangements on the entity’s financial position. In January 2013, the FASB issued ASU No. 2013-01 to clarify that the scope of ASU No. 2011-11 applies to derivatives accounted for in accordance with Topic 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting agreement or similar agreement. The amendments in the updates are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, with disclosures required by the amendments provided retrospectively for all comparative periods presented. The adoption of these updates did not have a material impact on the Company’s consolidated financial position or results of operations.

In October 2012, the FASB issued ASU No. 2012-06, Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution. The update indicates that when a reporting entity initially recognizes an indemnification asset as a result of a government-assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs, the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). The amendments in the update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012, and should be applied prospectively to any new indemnification assets acquired after the date of adoption and to indemnification assets existing as of the date of adoption. Early adoption is permitted. The adoption of this update did not have a material impact on the Company’s financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements. The amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments in the update are effective prospectively for reporting periods beginning after December 15, 2012. Early adoption is permitted. The adoption of this update did not have a material impact on the Company’s financial position or results of operations.

-34-

PART I—ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Safe Harbor Statement for Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts; rather they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions.

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio; loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in Part II of the Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2012 under “Item 1A. Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

During the three months ended March 31, 2013, there was no significant change in the Company’s critical accounting policies or the application of critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Financial Condition

Total assets decreased from $459.1 million at December 31, 2012 to $455.6 million at March 31, 2013, a decrease of 0.8%.

Net loans receivable (excluding loans held for sale) decreased $4.7 million from $280.4 million at December 31, 2012 to $275.7 million at March 31, 2013. Residential mortgage loans decreased $2.8 million during the three months ended March 31, 2013 primarily due to loan payoffs that have not been replaced by new originations for the Bank’s portfolio as the Bank has continued to sell fixed rate residential mortgage loans in the secondary market. Home equity loans and second mortgages also declined by $1.8 million during the three months ended March 31, 2013 while commercial real estate loans increased by $669,000 during the same period.

Securities available for sale decreased $6.4 million from $123.0 million at December 31, 2012 to $116.6 million at March 31, 2013. Purchases of $6.0 million of securities classified as available for sale were made during the three months ended March 31, 2013 and consisted primarily of U.S. government agency notes and bonds, municipal securities and CMOs. Maturities and principal repayments of available for sale securities totaled $8.2 million and $3.2, respectively, during the three months ended March 31, 2013.

-35-

PART I—ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Cash and cash equivalents increased from $23.2 million at December 31, 2012 to $29.0 million at March 31, 2013, primarily due to an increase of $8.5 million in federal funds sold.

Total deposits decreased 0.1% from $384.3 million at December 31, 2012 to $383.9 million at March 31, 2013. Time accounts decreased $5.1 million during the three months ended March 31, 2013, primarily due to customers not wanting to lock in to longer terms in the current low-rate environment. Interest-bearing checking and savings accounts increased by $4.0 million during the period due to a combination of growth in existing accounts and new accounts.

Federal Home Loan Bank borrowings remained at $5.1 million at both December 31, 2012 and March 31, 2013. The entire amount of FHLB borrowings will reach maturity during 2013.

Retail repurchase agreements, which represent overnight borrowings from deposit customers, including businesses and local municipalities, decreased from $14.1 million at December 31, 2012 to $10.6 million at March 31, 2013 due to normal balance fluctuation.

Total stockholders’ equity attributable to the Company increased from $52.8 million at December 31, 2012 to $53.2 million at March 31, 2013 primarily due to retained net income of $637,000, offset by a decrease of $308,000 in the net unrealized gain on securities available for sale.

Results of Operations

Net Income for the three-month periods ended March 31, 2013 and 2012. Net income attributable to the Company was $1.2 million ($0.43 per share diluted) for the three months ended March 31, 2013 compared to $919,000 ($0.33 per share diluted) for the same period in 2012. The increase is primarily due to increases in net interest income after provision for loan losses and noninterest income.

Net interest income for the three-month periods ended March 31, 2013 and 2012. Net interest income increased $100,000 for the three months ended March 31, 2013 compared to the same period in 2012 primarily due to an increase in the average balance of interest-earning assets.

Total interest income decreased $145,000 for the three months ended March 31, 2013 compared to the same period in 2012. For the quarter ended March 31, 2013, the average balance of interest-earning assets and their tax-equivalent yield were $422.4 million and 4.48%, respectively. During the same period in 2012, the average balance of those assets was $400.0 million and the tax-equivalent yield was 4.85%. The decrease in the tax-equivalent yield was due to a decrease in yields across all asset types because the Federal Open Market Committee (FOMC) has kept interest rates near historic low levels. The increase in the average balance of interest-earning assets was split between investment securities and loans receivable as those increased $10.1 million and $9.0 million, respectively, when comparing the two periods.

-36-

PART I—ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Total interest expense decreased $245,000 for the three months ended March 31, 2013 compared to the same period in 2012. The average rate paid on interest-bearing liabilities decreased from 0.84% for the quarter ended March 31, 2012 to 0.53% for the same period in 2013. The average balance of interest-bearing liabilities increased from $333.1 million for 2012 to $343.8 million for 2013 primarily due to an increase of $26.0 million in the average balance of savings and interest-bearing demand deposits partially offset by a $12.2 million decrease in the average balance of time accounts. As a result, the tax-equivalent interest rate spread decreased from 4.01% for the three-month period ended March 31, 2012 to 3.95% for the same period in 2013.

Provision for loan losses. The provision for loan losses decreased from $475,000 for the three-month period ended March 31, 2012 to $250,000 for the same period in 2013. Net charge offs amounted to $194,000 and $429,000 for the three-month periods ended March 31, 2013 and 2012, respectively. During the three-month period ended March 31, 2013, gross loans receivable decreased $4.7 million. As stated earlier in this report, residential mortgage loans and home equity loans and second mortgages decreased $2.8 million and $1.8 million, respectively, during the three months ended March 31, 2013. The decrease in the provision reflects the decrease in overall loan balances partially offset by continued efforts to offset current period charge-offs and to provide for inherent loss exposure due to weakened general economic conditions such as depreciating collateral values, job losses and continued pressures on household budgets in the Bank’s market area.

Provisions for loan losses are charges to earnings to maintain the total allowance for loan losses at a level considered adequate by management to provide for probable known and inherent loan losses based on management’s evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specified impaired loans and economic conditions. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and other conditions that may be beyond the Bank’s control. While the Bank maintains the allowance for loan losses at a level that it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed the estimated amounts.

The methodology used in determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk characteristics common to groups of loans, determining and measuring impairment of individual loans based on the present value of expected future cash flows or the fair value of collateral, and determining and measuring impairment for groups of loans with similar characteristics by applying loss factors that consider the qualitative factors which may affect the loss rates.

The allowance for loan losses was $4.8 million at March 31, 2013 and $4.7 million at December 31, 2012. Management has deemed these amounts as adequate at each date based on its best estimate of probable known and inherent loan losses at each date. At March 31, 2013, nonperforming loans amounted to $6.1 million compared to $7.9 million at December 31, 2012. Included in nonperforming loans are loans over 90 days past due and still accruing interest which are secured by residential mortgages of $219,000, home equity loans and second mortgages of $53,000, land loans of $11,000 and consumer loans of $9,000. These loans are accruing interest because the estimated value of the collateral and collection efforts are deemed sufficient to ensure full recovery. At March 31, 2013 and December 31, 2012, nonaccrual loans amounted to $5.8 million and $7.6 million, respectively.

-37-

PART I—ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Noninterest income for the three-month periods ended March 31, 2013 and 2012. Noninterest income for the quarter ended March 31, 2013 increased to $1.2 million compared to $1.1 million for the quarter ended March 31, 2012. Commission income and service charges on deposits increased $75,000 and $34,000, respectively, when comparing the two periods. These increases were partially offset by a decrease in gains on the sale of loans of $35,000 for 2013 compared to the prior year.

Noninterest expense for the three-month periods ended March 31, 2013 and 2012. Noninterest expense for the quarter ended March 31, 2013 decreased $11,000 compared to the quarter ended March 31, 2012. Compensation and benefits expenses decreased $135,000 primarily due to a pre-tax savings of $130,000 recognized as a result of the voluntary early retirement program which took effect on September 30, 2012. Other operating expenses increased $81,000 for the three months ended March 31, 2013 as compared to the same period in 2012 primarily due to a $47,000 increase in losses on ATM and debit cards. During the quarter ended March 31, 2013, the card processing system of a local business was compromised. The Bank reimbursed all of its customers for any fraudulent charges as a result of the breach, which resulted in losses totaling $54,000 during the quarter.

Income tax expense. Income tax expense for the three-month period ended March 31, 2013 was $511,000, compared to $363,000 for the same period in 2012. The effective tax rate increased from 28.2% for 2012 to 29.9% for 2013. The increase in the effective tax rate for 2013 compared to 2012 was primarily the result of a decrease in tax-exempt income as a percent of income before income taxes for 2013.

Liquidity and Capital Resources

The Bank’s primary sources of funds are customer deposits, proceeds from loan repayments, maturing securities and FHLB advances. While loan repayments and maturities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At March 31, 2013, the Bank had cash and cash equivalents of $29.0 million and securities available-for-sale with a fair value of $116.6 million. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB of Indianapolis and additional collateral eligible for repurchase agreements.

The Bank’s primary investing activity is the origination of one-to-four family mortgage loans and, to a lesser extent, consumer, multi-family, commercial real estate and residential construction loans. The Bank also invests in U.S. Government and agency securities and mortgage-backed securities issued by U.S. Government agencies.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

-38-

PART I—ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

The Bank is required to maintain specific amounts of capital pursuant to regulatory requirements. As of March 31, 2013, the Bank was in compliance with all regulatory capital requirements that were effective as of such date with tangible capital to adjusted total assets, Tier I capital to risk-weighted assets and risk-based capital to risk-weighted assets ratios of 10.2%, 14.7% and 15.9%, respectively. The regulatory requirements at that date were 1.5%, 4.0% and 8.0%, respectively. At March 31, 2013, the Bank was considered “well-capitalized” under applicable regulatory guidelines.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders. The Company also has repurchased shares of its common stock. The Company’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of the Comptroller of the Currency (“OCC”) but with prior notice to the OCC, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years. On a stand-alone basis, the Company had liquid assets of $279,000 at March 31, 2013.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with GAAP, are not recorded on the Company’s financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are primarily used to manage customers’ requests for funding and take the form of loan commitments and letters of credit. A further presentation of the Company’s off-balance sheet arrangements is presented in the Company’s 2012 Annual Report on Form 10-K for the year ended December 31, 2012.

For the three months ended March 31, 2013, the Company did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Company’s financial condition, results of operations or cash flows.

-39-

PART I—ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Qualitative Aspects of Market Risk. Market risk is the risk that the estimated fair value of the Company’s assets and liabilities will decline as a result of changes in interest rates or financial market volatility, or that the Company’s net income will be significantly reduced by interest rate changes.

The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. In order to reduce the exposure to interest rate fluctuations, the Company has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its assets by emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Company for its portfolio. The Company relies on retail deposits as its primary source of funds. Management believes retail deposits, compared to brokered deposits, reduce the effects of interest rate fluctuations because they generally represent a more stable source of funds.

Quantitative Aspects of Market Risk. The Company does not maintain a trading account for any class of financial instrument nor does the Company engage in hedging activities or purchase high-risk derivative instruments. Furthermore, the Company is not subject to foreign currency exchange rate risk or commodity price risk.

Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits, extending loans and investing in investment securities. Many factors affect the Company’s exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. The Company’s earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve Board.

An element in the Company’s ongoing process is to measure and monitor interest rate risk using a Net Interest Income at Risk simulation to model the interest rate sensitivity of the balance sheet and to quantify the impact of changing interest rates on the Company. The model quantifies the effects of various possible interest rate scenarios on projected net interest income over a one-year horizon. The model assumes a semi-static balance sheet and measures the impact on net interest income relative to a base case scenario of hypothetical changes in interest rates over twelve months and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The scenarios include prepayment assumptions, changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates in order to capture the impact from re-pricing, yield curve, option, and basis risks.

-40-

PART I—ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s net interest income could change as follows over a one-year horizon, relative to our base case scenario, based on March 31, 2013 and December 31, 2012 financial information:


	At March 31, 2013						At December 31, 2012
Immediate Change	One Year Horizon						One Year Horizon
in the Level of Interest Rates	Dollar Change			Percent Change			Dollar Change			Percent Change
	(Dollars in thousands)						(Dollars in thousands)
300bp	$	154			0.91	%	$	112			0.70	%
200bp		496			2.94			480			2.97
100bp		474			2.81			488			3.02
Static		0			0			0			0
(100)bp		(255	)		(1.51	)		(183	)		(1.13	)

At March 31, 2013 and December 31, 2012, the Company’s simulated exposure to an increase in interest rates shows that an immediate and sustained increase in rates of 1.00% and 2.00% would increase the Company’s net interest income over a one year horizon compared to a flat interest rate scenario in both periods. Furthermore, a rate increase of 3.00% would cause net interest income to increase, but by a lesser amount in both time periods. Alternatively, an immediate and sustained decrease in rates of 1.00% would decrease the Company’s net interest income at both time periods over a one year horizon compared to a flat interest rate scenario.

The Company also has longer term interest rate risk exposure, which may not be appropriately measured by Net Interest Income at Risk modeling. Therefore, the Company also uses an Economic Value of Equity (“EVE”) interest rate sensitivity analysis in order to evaluate the impact of its interest rate risk on earnings and capital. This is measured by computing the changes in net EVE for its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. EVE modeling involves discounting present values of all cash flows for on and off balance sheet items under different interest rate scenarios and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The discounted present value of all cash flows represents the Company’s EVE and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. The amount of base case EVE and its sensitivity to shifts in interest rates provide a measure of the longer term re-pricing and option risk in the balance sheet.

-41-

PART I—ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s EVE could change as follows, relative to the Company’s base case scenario, based on March 31, 2013 and December 31, 2012 financial information:


	At March 31, 2013
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change
300bp	$	50,099	$	(11,625	)		(18.83	)%		11.72	%		(165	)bp
200bp		55,735		(5,989	)		(9.70	)		12.70			(67	)bp
100bp		59,706		(2,018	)		(3.27	)		13.27			(10	)bp
Static		61,724		0			0			13.37			0	bp
(100)bp		64,214		2,490			4.03			13.59			22	bp

	At December 31, 2012
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change
300bp	$	50,786	$	(13,193	)		(20.62	)%		11.73	%		(193	)bp
200bp		56,976		(7,003	)		(10.95	)		12.81			(85	)bp
100bp		61,694		(2,285	)		(3.57	)		13.51			(15	)bp
Static		63,979		0			0			13.66			0	bp
(100)bp		66,799		2,820			4.41			13.92			26	bp

The previous tables indicate that at March 31, 2013 and December 31, 2012, the Company would expect a decrease in its EVE in the event of a sudden and sustained 100 to 300 basis point increase in prevailing interest rates, and would expect an increase in its EVE in the event of a sudden and sustained 100 basis point decrease in prevailing interest rates.

-42-

PART I—ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

The models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect the Company’s net interest income and EVE. For this reason, the Company models many different combinations of interest rates and balance sheet assumptions to understand its overall sensitivity to market interest rate changes. Therefore, as with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing tables and it is recognized that the model outputs are not guarantees of actual results. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in the modeling scenarios.

PART I—ITEM 4

CONTROLS AND PROCEDURES

FIRST CAPITAL, INC.

Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

-43-

PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

Item 1.

Legal Proceedings

The Company is not a party to any legal proceedings. Periodically, there have been various claims and lawsuits involving the Bank, mainly as a plaintiff, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition or operations.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report on Form 10-K, however these are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On August 19, 2008, the board of directors authorized the repurchase of up to 240,467 shares of the Company’s outstanding common stock. The stock repurchase program will expire upon the purchase of the maximum number of shares authorized under the program, unless the board of directors terminates the program earlier. There were no shares purchased under the stock repurchase program during the quarter ended March 31, 2013. The maximum number of shares that may yet be purchased under the plan is 189,582.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

-44-

PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

Item 6.

Exhibits

3.1	Articles of Incorporation of First Capital, Inc. (1)

3.2	Fourth Amended and Restated Bylaws of First Capital, Inc. (2)

10.1*

Amended and Restated Employment Agreement between First Capital, Inc., First Harrison Bank and William W. Harrod (3)

10.2*

Amended and Restated Employment Agreement between First Capital, Inc., First Harrison Bank and M. Chris Frederick (3)

10.3*

Change in Control Agreement between First Capital, Inc., First Harrison Bank and Jill Keinsley (3)

10.4*

Employee Severance Compensation Plan (4)

10.5*

First Capital, Inc. 2009 Equity Incentive Plan (5)

10.6	Statement Re: Computation of Per Share Earnings (incorporated by reference to Note 3 of the Unaudited Consolidated Financial Statements contained herein)

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

101.0**

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. **

*	Management contract or compensatory plan, contract or arrangement.

**	Furnished, not filed.

(1)	Incorporated by reference from the Exhibits filed with the Registration Statement on Form SB-2, and any amendments thereto, Registration No. 333-63515.

(2)	Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2007.

(3)	Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2012.

(4)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the quarter ended December 31, 1998.

(5)	Incorporated by reference to the appendix to the Company’s definitive proxy materials on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2009.

-45-

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.