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FIRST COMMONWEALTH FINANCIAL CORP /PA/ - Quarter Report: 2013 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission File Number 001-11138
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
25-1428528
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
601 Philadelphia Street, Indiana, PA
 
15701
(Address of principal executive offices)
 
(Zip Code)
724-349-7220
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by a 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 smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ¨    Accelerated filer  x    Smaller reporting company  ¨    Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The number of shares outstanding of issuer’s common stock, $1.00 par value, as of August 5, 2013, was 96,442,161.


Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
 
 
 
PAGE
 
 
 
PART I.
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II.
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.
 
 
 
 

2

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
 
 
June 30,
2013
 
December 31,
2012
 
(dollars in thousands,
except share data)
Assets
 
 
 
Cash and due from banks
$
77,485

 
$
98,724

Interest-bearing bank deposits
4,497

 
4,258

Securities available for sale, at fair value
1,306,687

 
1,171,303

Other investments
33,913

 
28,228

Loans:
 
 
 
Portfolio loans
4,229,752

 
4,204,704

Allowance for credit losses
(57,452
)
 
(67,187
)
Net loans
4,172,300

 
4,137,517

Premises and equipment, net
67,751

 
68,970

Other real estate owned
15,603

 
11,262

Goodwill
159,956

 
159,956

Amortizing intangibles, net
1,721

 
2,375

Bank owned life insurance
172,346

 
170,925

Other assets
140,757

 
141,872

Total assets
$
6,153,016

 
$
5,995,390

Liabilities
 
 
 
Deposits (all domestic):
 
 
 
Noninterest-bearing
$
900,940

 
$
883,269

Interest-bearing
3,832,107

 
3,674,612

Total deposits
4,733,047

 
4,557,881

Short-term borrowings
441,848

 
356,227

Subordinated debentures
72,167

 
105,750

Other long-term debt
144,615

 
174,471

Total long-term debt
216,782

 
280,221

Other liabilities
50,664

 
55,054

Total liabilities
5,442,341

 
5,249,383

Shareholders’ Equity
 
 
 
Preferred stock, $1 par value per share, 3,000,000 shares authorized, none issued

 

Common stock, $1 par value per share, 200,000,000 shares authorized; 105,563,455 shares issued at June 30, 2013 and December 31, 2012, and 96,442,161 and 99,629,494 shares outstanding at June 30, 2013 and December 31, 2012, respectively
105,563

 
105,563

Additional paid-in capital
365,352

 
365,354

Retained earnings
321,135

 
315,608

Accumulated other comprehensive (loss) income, net
(16,722
)
 
1,259

Treasury stock (9,121,294 and 5,933,961 shares at June 30, 2013 and December 31, 2012, respectively)
(64,653
)
 
(41,777
)
Total shareholders’ equity
710,675

 
746,007

Total liabilities and shareholders’ equity
$
6,153,016

 
$
5,995,390


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
For the Three-Months Ended
 
For the Six-Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
 
(dollars in thousands, except share data)
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
43,629

 
$
46,408

 
$
88,243

 
$
94,448

Interest and dividends on investments:
 
 
 
 
 
 
 
Taxable interest
7,319

 
8,279

 
14,428

 
16,828

Interest exempt from federal income taxes
1

 
5

 
2

 
10

Dividends
30

 
19

 
66

 
40

Interest on bank deposits
2

 
1

 
3

 
2

Total interest income
50,981

 
54,712

 
102,742

 
111,328

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
4,007

 
5,643

 
8,198

 
11,890

Interest on short-term borrowings
287

 
279

 
507

 
506

Interest on subordinated debentures
580

 
1,422

 
1,964

 
2,855

Interest on other long-term debt
409

 
450

 
957

 
989

Total interest on long-term debt
989

 
1,872

 
2,921

 
3,844

Total interest expense
5,283

 
7,794

 
11,626

 
16,240

Net Interest Income
45,698

 
46,918

 
91,116

 
95,088

Provision for credit losses
10,800

 
4,297

 
15,297

 
8,084

Net Interest Income after Provision for Credit Losses
34,898

 
42,621

 
75,819

 
87,004

Noninterest Income
 
 
 
 
 
 
 
Changes in fair value on impaired securities
2,841

 
(1,323
)
 
4,705

 
175

Non-credit related (gains) losses on securities not expected to be sold (recognized in other comprehensive income)
(2,841
)
 
1,323

 
(4,705
)
 
(175
)
Net impairment losses

 

 

 

Net securities gains
4

 

 
8

 

Trust income
1,608

 
1,607

 
3,271

 
3,149

Service charges on deposit accounts
3,815

 
3,737

 
7,216

 
7,239

Insurance and retail brokerage commissions
1,384

 
1,670

 
2,801

 
3,094

Income from bank owned life insurance
1,432

 
1,459

 
2,860

 
2,904

Gain on sale of assets
425

 
1,444

 
700

 
3,559

Card related interchange income
3,490

 
3,285

 
6,678

 
6,399

Other income
2,773

 
2,894

 
6,282

 
7,132

Total noninterest income
14,931

 
16,096

 
29,816

 
33,476

Noninterest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
21,497

 
22,363

 
43,290

 
44,121

Net occupancy expense
3,221

 
3,303

 
6,856

 
6,707

Furniture and equipment expense
3,297

 
3,024

 
6,569

 
6,208

Data processing expense
1,503

 
1,796

 
3,019

 
3,359

Pennsylvania shares tax expense
1,517

 
1,510

 
2,707

 
2,693

Intangible amortization
297

 
371

 
655

 
742

Collection and repossession expense
851

 
670

 
2,002

 
3,369

Other professional fees and services
948

 
940

 
1,917

 
2,139

FDIC insurance
1,084

 
1,262

 
2,134

 
2,499

Loss on redemption of subordinated debt
1,629

 

 
1,629

 

Other operating expenses
6,154

 
6,609

 
12,674

 
16,763

Total noninterest expense
41,998

 
41,848

 
83,452

 
88,600

Income Before Income Taxes
7,831

 
16,869

 
22,183

 
31,880

Income tax provision
2,015

 
4,548

 
5,814

 
8,508

Net Income
$
5,816

 
$
12,321

 
$
16,369

 
$
23,372

Average Shares Outstanding
97,564,699

 
104,894,261

 
98,421,956

 
104,852,494

Average Shares Outstanding Assuming Dilution
97,577,010

 
104,901,239

 
98,429,223

 
104,855,543

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.06

 
$
0.12

 
$
0.17

 
$
0.22

Diluted Earnings per Share
$
0.06

 
$
0.12

 
$
0.17

 
$
0.22

Cash Dividends Declared per Common Share
$
0.06

 
$
0.05

 
$
0.11

 
$
0.08


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
 
 
For the Three-Months Ended
 
For the Six-Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
 
(dollars in thousands)
Net Income
$
5,816

 
$
12,321

 
$
16,369

 
$
23,372

Other comprehensive (loss) income, before tax expense:
 
 
 
 
 
 
 
Unrealized holding (losses) gains on securities arising during the period
(28,071
)
 
998

 
(32,346
)
 
1,097

Non-credit related gains (losses) on securities not expected to be sold
2,841

 
(1,323
)
 
4,705

 
175

Less: reclassification adjustment for gains on securities included in net income
(4
)
 

 
(8
)
 

Total other comprehensive (loss) income, before tax expense
(25,234
)
 
(325
)
 
(27,649
)
 
1,272

Income tax benefit (expense) related to items of other comprehensive income
8,824

 
119

 
9,668

 
(439
)
Total other comprehensive (loss) income
$
(16,410
)
 
$
(206
)
 
$
(17,981
)
 
$
833

Comprehensive (Loss) Income
$
(10,594
)
 
$
12,115

 
$
(1,612
)
 
$
24,205



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
 
 
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in-
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Treasury
Stock
 
Unearned
ESOP
Shares
 
Total
Shareholders’
Equity
 
(dollars in thousands, except per share data)
Balance at December 31, 2012
99,629,494

 
$
105,563

 
$
365,354

 
$
315,608

 
$
1,259

 
$
(41,777
)
 
$

 
$
746,007

Net income
 
 
 
 
 
 
16,369

 
 
 
 
 
 
 
16,369

Other comprehensive loss
 
 
 
 
 
 
 
 
(17,981
)
 
 
 
 
 
(17,981
)
Cash dividends declared ($0.11 per share)
 
 
 
 
 
 
(10,842
)
 
 
 
 
 
 
 
(10,842
)
Discount on dividend reinvestment plan purchases
 
 
 
 
(55
)
 
 
 
 
 
 
 
 
 
(55
)
Treasury stock acquired
(3,267,692
)
 
 
 
 
 
 
 
 
 
(23,247
)
 
 
 
(23,247
)
Treasury stock reissued
25,359

 
 
 


 

 
 
 
176

 
 
 
176

Restricted stock
55,000

 

 
53

 

 
 
 
195

 
 
 
248

Balance at June 30, 2013
96,442,161

 
$
105,563

 
$
365,352

 
$
321,135

 
$
(16,722
)
 
$
(64,653
)
 
$

 
$
710,675

 
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in-
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Treasury
Stock
 
Unearned
ESOP
Shares
 
Total
Shareholders’
Equity
 
(dollars in thousands, except per share data)
Balance at December 31, 2011
104,916,994

 
$
105,563

 
$
365,868

 
$
294,056

 
$
2,001

 
$
(7,345
)
 
$
(1,600
)
 
$
758,543

Net income
 
 
 
 
 
 
23,372

 
 
 
 
 
 
 
23,372

Other comprehensive income
 
 
 
 
 
 
 
 
833

 
 
 
 
 
833

Cash dividends declared ($0.08 per share)
 
 
 
 
 
 
(8,402
)
 
 
 
 
 
 
 
(8,402
)
Net decrease in unearned ESOP shares
 
 
 
 
 
 
 
 
 
 
 
 
1,000

 
1,000

ESOP market value adjustment ($477, net of $167 tax benefit)
 
 
 
 
(310
)
 
 
 
 
 
 
 
 
 
(310
)
Discount on dividend reinvestment plan purchases
 
 
 
 
(42
)
 
 
 
 
 
 
 
 
 
(42
)
Tax benefit of stock options exercised
 
 
 
 
1

 
 
 
 
 
 
 
 
 
1

Treasury stock acquired
(469,700
)
 
 
 
 
 
 
 
 
 
(3,045
)
 
 
 
(3,045
)
Treasury stock reissued
57,552

 
 
 

 
(296
)
 
 
 
650

 
 
 
354

Restricted stock
224,000

 

 
24

 
(1,264
)
 
 
 
1,426

 
 
 
186

Balance at June 30, 2012
104,728,846

 
$
105,563

 
$
365,541

 
$
307,466

 
$
2,834

 
$
(8,314
)
 
$
(600
)
 
$
772,490



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
For the Six-Months Ended
 
June 30,
 
2013
 
2012
 
(dollars in thousands)
Operating Activities
 
 
 
Net income
$
16,369

 
$
23,372

Adjustment to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
15,297

 
8,084

Deferred tax expense
3,848

 
1,934

Depreciation and amortization
4,736

 
3,800

Net losses (gains) on securities and other assets
418

 
(522
)
Net amortization of premiums and discounts on securities
1,162

 
717

Net amortization of premiums and discounts on long term debt
(58
)
 
(56
)
Income from increase in cash surrender value of bank owned life insurance
(2,860
)
 
(2,904
)
Decrease in interest receivable
606

 
1,031

Decrease in interest payable
(1,284
)
 
(951
)
(Decrease) increase in income taxes payable
(250
)
 
7,042

Decrease in prepaid FDIC insurance
9,205

 
2,328

Other-net
(3,497
)
 
(6,273
)
Net cash provided by operating activities
43,692

 
37,602

Investing Activities
 
 
 
Transactions with securities available for sale:
 
 
 
Proceeds from sales
42

 

Proceeds from maturities and redemptions
195,806

 
276,167

Purchases
(360,010
)
 
(292,056
)
Purchases of FHLB stock
(10,670
)
 

Proceeds from the redemption of FHLB stock
4,984

 
3,880

Proceeds from bank owned life insurance
1,439

 
1,408

Proceeds from sale of loans
20,348

 
15,981

Proceeds from sales of other assets
2,853

 
10,971

Net increase in loans
(77,496
)
 
(125,567
)
Purchases of premises and equipment
(3,106
)
 
(4,022
)
Net cash used in investing activities
(225,810
)
 
(113,238
)
Financing Activities
 
 
 
Net decrease in federal funds purchased
(24,000
)
 
(26,300
)
Net increase in other short-term borrowings
109,621

 
187,787

Net increase (decrease) in deposits
175,186

 
(42,692
)
Repayments of other long-term debt
(29,797
)
 
(25,238
)
Repayments of subordinated debentures
(34,702
)
 

Discount on dividend reinvestment plan purchases
(55
)
 
(42
)
Dividends paid
(10,842
)
 
(8,402
)
Proceeds from reissuance of treasury stock
176

 
354

Purchase of treasury stock
(24,469
)
 
(1,812
)
Stock option tax benefit

 
1

Net cash provided by financing activities
161,118

 
83,656

Net (decrease) increase in cash and cash equivalents
(21,000
)
 
8,020

Cash and cash equivalents at January 1
102,982

 
78,478

Cash and cash equivalents at June 30
$
81,982

 
$
86,498


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7


FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation
The accounting and reporting policies of First Commonwealth Financial Corporation and its subsidiaries (“First Commonwealth” or “Company”) conform with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual realized amounts could differ from those estimates. In the opinion of management, the unaudited interim condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of First Commonwealth’s financial position, results of operations, cash flows and changes in shareholders’ equity as of and for the periods presented.
The results of operations for the six-months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the full year of 2013. These interim financial statements should be read in conjunction with First Commonwealth’s 2012 Annual Report on Form 10-K which is available on First Commonwealth’s website at http://www.fcbanking.com.
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and interest-bearing bank deposits. Generally, federal funds are sold for one-day periods.
Note 2 Supplemental Comprehensive Income Disclosures
The following table identifies the related tax effects allocated to each component of other comprehensive income (“OCI”) in the Condensed Consolidated Statements of Comprehensive Income. Reclassification adjustments related to securities available for sale are included in the "Net securities gains" line in the Condensed Consolidated Statements of Income. The non-credit related (losses) gains on securities not expected to be sold are included in the "Noninterest Income" section of the Condensed Consolidated Statements of Income.
 
For the Six-Months Ended June 30
 
2013
 
2012
 
Pretax
Amount
 
Tax
(Expense)
Benefit
 
Net of
Tax
Amount
 
Pretax
Amount
 
Tax
(Expense)
Benefit
 
Net of
Tax
Amount
 
(dollars in thousands)
Unrealized (losses) gains on securities:
 
Unrealized holding (losses) gains on securities arising during the period
$
(32,346
)
 
$
11,312

 
$
(21,034
)
 
$
1,097

 
$
(378
)
 
$
719

Non-credit related gains on securities not expected to be sold
4,705

 
(1,647
)
 
3,058

 
175

 
(61
)
 
114

Reclassification adjustment for gains on securities included in net income
(8
)
 
3

 
(5
)
 

 

 

Total available for sale
    securities
$
(27,649
)
 
$
9,668

 
$
(17,981
)
 
$
1,272

 
$
(439
)
 
$
833

Total other comprehensive (loss) income
$
(27,649
)
 
$
9,668

 
$
(17,981
)
 
$
1,272

 
$
(439
)
 
$
833


8

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Three-Months Ended June 30
 
2013
 
2012
 
Pretax
Amount
 
Tax
(Expense)
Benefit
 
Net of
Tax
Amount
 
Pretax
Amount
 
Tax
(Expense)
Benefit
 
Net of
Tax
Amount
 
(dollars in thousands)
Unrealized (losses) gains on securities:
 
Unrealized holding (losses) gains on securities arising during the period
$
(28,071
)
 
$
9,817

 
$
(18,254
)
 
$
998

 
$
(344
)
 
$
654

Non-credit related gains (losses) on securities not expected to be sold
2,841

 
(995
)
 
1,846

 
(1,323
)
 
463

 
(860
)
Reclassification adjustment for gains on securities included in net income
(4
)
 
2

 
(2
)
 

 

 

Total available for sale
    securities
$
(25,234
)
 
$
8,824

 
$
(16,410
)
 
$
(325
)
 
$
119

 
$
(206
)
Total other comprehensive loss
$
(25,234
)
 
$
8,824

 
$
(16,410
)
 
$
(325
)
 
$
119

 
$
(206
)
 
The following table details the change in components of OCI for the six-months ended June 30:
 
2013
 
2012
 
Securities Available for Sale
Post-Retirement Obligation
Accumulated Other Comprehensive Income
 
Securities Available for Sale
Post-Retirement Obligation
Accumulated Other Comprehensive Income
 
(dollars in thousands)
Balance at December 31
$
1,121

$
138

$
1,259

 
$
1,669

$
332

$
2,001

Other comprehensive (loss) income before reclassification adjustment
(21,034
)

(21,034
)
 
719


719

Amounts reclassified from accumulated other comprehensive income (loss)
3,053


3,053

 
114


114

Net other comprehensive (loss) income during the period
(17,981
)

(17,981
)
 
833


833

Balance at June 30
$
(16,860
)
$
138

$
(16,722
)
 
$
2,502

$
332

$
2,834


Note 3 Supplemental Cash Flow Disclosures
The following table presents information related to cash paid during the period for interest and income taxes as well as detail on non-cash investing and financing activities for the six-months ended June 30:
 
2013
 
2012
 
(dollars in thousands)
Cash paid during the period for:
 
 
 
Interest
$
12,990

 
$
17,278

Income taxes
2,200

 
5,700

Non-cash investing and financing activities:
 
 
 
ESOP loan reductions
$

 
$
1,000

Loans transferred to other real estate owned and repossessed assets
7,371

 
3,227

Loans transferred from held to maturity to held for sale
20,135

 

Gross (decrease) increase in market value adjustment to securities available for sale
(27,625
)
 
1,254

Unsettled treasury stock repurchases

 
1,233


9

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 4 Earnings per Share
The following table summarizes the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computations:
 
For the Three-Months Ended June 30
 
For the Six-Months Ended June 30
 
2013
 
2012
 
2013
 
2012
Weighted average common shares issued
105,563,455

 
105,563,455

 
105,563,455

 
105,563,455

Average treasury shares
(7,823,276
)
 
(410,247
)
 
(6,968,649
)
 
(476,286
)
Averaged unearned ESOP shares

 
(50,170
)
 

 
(67,580
)
Average unearned nonvested shares
(175,480
)
 
(208,777
)
 
(172,850
)
 
(167,095
)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
97,564,699

 
104,894,261

 
98,421,956

 
104,852,494

Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share
12,311

 
6,978

 
7,267

 
3,049

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
97,577,010

 
104,901,239

 
98,429,223

 
104,855,543

The following table shows the number of shares and the price per share related to common stock equivalents that were not included in the computation of diluted earnings per share for the six-months ended June 30 because to do so would have been antidilutive.
 
2013
 
2012
 
 
 
Price Range
 
 
 
Price Range
 
Shares
 
From
 
To
 
Shares
 
From
 
To
Stock Options
40,210

 
$
9.59

 
$
14.55

 
329,866

 
$
6.36

 
$
14.55

Restricted Stock
92,059

 
5.96

 
7.35

 
96,113

 
5.96

 
6.82

Note 5 Variable Interest Entities
As defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, a Variable Interest Entity (“VIE”) is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Under ASC 810-10, an entity that holds a variable interest in a VIE is required to consolidate the VIE if the entity is deemed to be the primary beneficiary, which generally means it is subject to a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the entity’s residual returns, or both.
First Commonwealth’s VIEs are evaluated under the guidance included in FASB Accounting Standards Update (“ASU”) 2009-17. These VIEs include qualified affordable housing projects that First Commonwealth has invested in as part of its community reinvestment initiatives. We periodically assess whether or not our variable interests in the VIE, based on qualitative analysis, provide us with a controlling interest in the VIE. The analysis includes an assessment of the characteristics of the VIE. We do not have a controlling financial interest in the VIE, which would require consolidation of the VIE, as we do not have the following characteristics: (1) the power to direct the activities that most significantly impact the VIE’s economic performance; and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
First Commonwealth’s maximum potential exposure is equal to its carrying value and is summarized in the table below:
 
June 30, 2013
 
December 31, 2012
 
(dollars in thousands)
Low Income Housing Limited Partnership Investments
$
272

 
$
347



10

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 6 Commitments and Contingent Liabilities
Commitments and letters of credit
Standby letters of credit and commercial letters of credit are conditional commitments issued by First Commonwealth to guarantee the performance of a customer to a third party. The contract or notional amount of these instruments reflects the maximum amount of future payments that First Commonwealth could be required to pay under the guarantees if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from collateral held or pledged. In addition, many of these commitments are expected to expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements.
The following table identifies the notional amount of those instruments at:
 
June 30, 2013
 
December 31, 2012
 
(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
 
 
 
Commitments to extend credit
$
1,542,449

 
$
1,506,618

Financial standby letters of credit
40,677

 
47,185

Performance standby letters of credit
44,389

 
69,240

Commercial letters of credit

 
685

 
The notional amounts outstanding as of June 30, 2013 include amounts issued in 2013 of $46 thousand in financial standby letters of credit and $0.5 million in performance standby letters of credit. There were no commercial letters of credit issued during 2013. A liability of $0.1 million and $0.2 million has been recorded as of June 30, 2013 and December 31, 2012, respectively, which represents the estimated fair value of letters of credit issued. The fair value of letters of credit is estimated based on the unrecognized portion of fees received at the time the commitment was issued.
Unused commitments and letters of credit provide exposure to future credit loss in the event of nonperformance by the borrower or guaranteed parties. Management’s evaluation of the credit risk in these commitments resulted in the recording of a liability of $2.3 million as of June 30, 2013 and $2.4 million as of December 31, 2012. The credit risk evaluation incorporated probability of default, loss given default and estimated utilization for the next twelve months for each loan category and the letters of credit.
Legal proceedings
McGrogan v. First Commonwealth Bank is a class action that was filed on January 12, 2009, in the Court of Common Pleas of Allegheny County, Pennsylvania. The action alleges that First Commonwealth Bank (the “Bank”) promised class members a minimum interest rate of 8% on its IRA Market Rate Savings Account for as long as the class members kept their money on deposit in the IRA account. The class asserts that the Bank committed fraud, breached its modified contract with the class members, and violated the Pennsylvania Unfair Trade Practice and Consumer Protection Law when it resigned as custodian of the IRA Market Rate Savings Accounts in 2008 and offered the class members a roll-over IRA account with a 3.5% interest rate. At that time, there were 237 account holders with an average age of 64, and the aggregate balances in the IRA Market Rate Savings accounts totaled approximately $11.5 million. Plaintiffs seek monetary damages for the alleged breach of contract, punitive damages for the alleged fraud and Unfair Trade Practice and Consumer Protection Law violations and attorney’s fees. On July 27, 2011, the court granted class certification as to the breach of modified contract claim and denied class certification as to the fraud and Pennsylvania Unfair Trade Practice and Consumer Protection Law claims. The breach of contract claim is predicated upon a letter sent to customers in 1998 which reversed an earlier decision by the Bank to reduce the rate paid on the accounts. The letter stated, in relevant part, “This letter will serve as notification that a decision has been made to re-establish the rate on your account to eight percent (8)%. This rate will be retroactive to your most recent maturity date and will continue going forward on deposits presently in the account and on annual additions.” On August 30, 2012, the Court entered an order granting the Bank’s motion for summary judgment and dismissing the class action claims. The Court found that the Bank retained the right to resign as custodian of the accounts and that the act of resigning as custodian and closing the accounts did not breach the terms of the underlying IRA contract. The Plaintiffs have filed an appeal with the Pennsylvania Superior Court. The appeal was argued before the Superior Court on May 7, 2013.  A decision is currently pending.

11

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Other matters
First Commonwealth identified an error related to historical tax reporting for approximately 700-900 customers. A liability related to this error is considered probable, resulting in the establishment of an $0.8 million contingency reserve as of June 30, 2013. The total $0.8 million reserve for this issue represents management's best estimate of liability as resolution of this issue is in the initial stages. The contingent reserve is included in “Other liabilities” in the Condensed Consolidated Statements of Financial Condition.
There are no other material legal proceedings to which First Commonwealth or its subsidiaries are a party, or of which their property is the subject, except proceedings which arise in the normal course of business and, in the opinion of management, will not have a material adverse effect on the consolidated operations or financial position of First Commonwealth or its subsidiaries.
Note 7 Investment Securities
Below is an analysis of the amortized cost and estimated fair values of securities available for sale at:
 
June 30, 2013
 
December 31, 2012
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
$
25,119

 
$
2,944

 
$
(27
)
 
$
28,036

 
$
27,883

 
$
3,781

 
$

 
$
31,664

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 

 
 
 
 
 
 
 

Mortgage-Backed Securities – Residential
981,279

 
14,549

 
(17,643
)
 
978,185

 
839,102

 
25,691

 
(392
)
 
864,401

Mortgage-Backed Securities – Commercial
125

 
1

 

 
126

 
148

 
1

 

 
149

Other Government-Sponsored Enterprises
267,966

 
311

 
(2,981
)
 
265,296

 
241,970

 
766

 
(72
)
 
242,664

Obligations of States and Political Subdivisions
81

 
2

 

 
83

 
82

 
4

 

 
86

Corporate Securities
6,698

 
312

 
(26
)
 
6,984

 
6,703

 
288

 

 
6,991

Pooled Trust Preferred Collateralized Debt Obligations
49,531

 
422

 
(24,084
)
 
25,869

 
51,866

 
3

 
(28,496
)
 
23,373

Total Debt Securities
1,330,799

 
18,541

 
(44,761
)
 
1,304,579

 
1,167,754

 
30,534

 
(28,960
)
 
1,169,328

Equities
1,820

 
288

 

 
2,108

 
1,859

 
116

 

 
1,975

Total Securities Available for Sale
$
1,332,619

 
$
18,829

 
$
(44,761
)
 
$
1,306,687

 
$
1,169,613

 
$
30,650

 
$
(28,960
)
 
$
1,171,303


12

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The amortized cost and estimated fair value of debt securities available for sale at June 30, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or repay obligations with or without call or prepayment penalties. 
 
Amortized
Cost
 
Estimated
Fair Value
 
(dollars in thousands)
Due within 1 year
$
28,081

 
$
28,265

Due after 1 but within 5 years
239,966

 
237,114

Due after 5 but within 10 years

 

Due after 10 years
56,229

 
32,853

 
324,276

 
298,232

Mortgage-Backed Securities (a)
1,006,523

 
1,006,347

Total Debt Securities
$
1,330,799

 
$
1,304,579

 
(a)
Mortgage Backed Securities include an amortized cost of $25.1 million and a fair value of $28.0 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $981.4 million and a fair value of $978.3 million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac.
 
Proceeds from sales, gross gains (losses) realized on sales, maturities and other-than-temporary impairment charges related to securities available for sale were as follows for the six-months ended June 30:
 
2013
 
2012
 
(dollars in thousands)
Proceeds from sales
$
42

 
$

Gross gains (losses) realized:
 
 
 
Sales Transactions:
 
 
 
Gross gains
$
4

 
$

Gross losses

 

 
4

 

Maturities and impairment
 
 
 
Gross gains
4

 

Gross losses

 

Other-than-temporary impairment

 

 
4

 

Net gains and impairment
$
8

 
$

Securities available for sale with an estimated fair value of $645.6 million and $631.0 million were pledged as of June 30, 2013 and December 31, 2012, respectively, to secure public deposits and for other purposes required or permitted by law.
Note 8 Other Investments
As a member of the Federal Home Loan Bank (“FHLB”), First Commonwealth is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. The level of stock required to be held is dependent on the amount of First Commonwealth's mortgage related assets and outstanding borrowings with the FHLB. This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants. As of June 30, 2013 and December 31, 2012, our FHLB stock totaled $33.9 million and $28.2 million, respectively and is included in “Other investments” on the Condensed Consolidated Statements of Financial Condition.
During 2013 and 2012, the FHLB repurchased excess stock from its members by repurchasing the lessor of 5% of the members’ total capital stock outstanding or its total excess capital stock. As a result, during the six-months ended June 30, 2013 and 2012, $5.0 million and $3.9 million, respectively of the stock owned by First Commonwealth was repurchased. The FHLB repurchased stock and paid dividends in 2013 and 2012, however, decisions regarding any future repurchase of excess

13

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


capital stock and dividend payments will be made by the FHLB on a quarterly basis. Management reviewed the FHLB’s Form 10-Q for the period ended March 31, 2013 filed with the SEC on May 8, 2013.
FHLB stock is held as a long-term investment and its value is determined based on the ultimate recoverability of the par value. First Commonwealth evaluates impairment quarterly. The decision of whether impairment exists is a matter of judgment that reflects our view of the FHLB’s long-term performance, which includes factors such as the following:
its operating performance;
the severity and duration of declines in the fair value of its net assets related to its capital stock amount;
its commitment to make payments required by law or regulation and the level of such payments in relation to its operating performance;
the impact of legislative and regulatory changes on the FHLB, and accordingly, on the members of FHLB; and
its liquidity and funding position.
After evaluating all of these considerations, First Commonwealth concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities for the six-months ended June 30, 2013. Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.
Note 9 Impairment of Investment Securities
As required by FASB ASC Topic 320, “Investments – Debt and Equity Securities,” credit related other-than-temporary impairment on debt securities is recognized in earnings while non-credit related other-than-temporary impairment on debt securities not expected to be sold is recognized in OCI. During the six-months ended June 30, 2013 and 2012, no other-than-temporary impairment charges were recognized. For the six-months ended June 30, 2013, $4.7 million in non-credit related gains on our trust preferred collateralized debt obligations that were determined to be impaired in previous periods was recorded in OCI. For the same period in 2012, $0.2 million in non-credit related gains for the same pool of securities was recorded in OCI. All of the securities for which other-than-temporary impairment was recorded were classified as available for sale securities.
First Commonwealth utilizes the specific identification method to determine the net gain or loss on debt securities and the average cost method to determine the net gain or loss on equity securities.
In the Condensed Consolidated Statements of Income, the “Changes in fair value on impaired securities” line represents the change in fair value of securities impaired in the current or previous periods. The change in fair value includes both non-credit and credit related gains or losses. Credit related losses occur when the entire amortized cost of the security will not be recovered. The “Non-credit related (gains) losses on securities not expected to be sold (recognized in other comprehensive income)” line represents the gains and losses on the securities resulting from factors other than credit. The non-credit related gain or loss is disclosed in the Condensed Consolidated Statements of Income and recognized through other comprehensive income. The “Net impairment losses” line represents the credit related losses recognized in total noninterest income for the related period.
We review our investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and whether we are more likely than not to sell the security. We evaluate whether we are more likely than not to sell debt securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy, tax position and interest rate risk position. In addition, the risk of future other-than-temporary impairment may be influenced by additional bank failures, weakness in the U.S. economy, changes in real estate values and additional interest deferrals in our pooled trust preferred collateralized debt obligations. Our pooled trust preferred collateralized debt obligations are beneficial interests in securitized financial assets within the scope of FASB ASC Topic 325, “Investments – Other,” and are therefore evaluated for other-than-temporary impairment using management’s best estimate of future cash flows. If these estimated cash flows indicate that it is probable that an adverse change in cash flows has occurred, then other-than-temporary impairment would be recognized in accordance with FASB ASC Topic 320. There is a risk that First Commonwealth will record other-than-temporary impairment charges in the future. See Note 12, “Fair Values of Assets and Liabilities,” for additional information.

14

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents the gross unrealized losses and estimated fair values at June 30, 2013 by investment category and time frame for which securities have been in a continuous unrealized loss position:
 
 
Less Than 12 Months
 
 
12 Months or More
 
 
Total
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 

 
 
 
 

 
 
 
 
Mortgage-Backed Securities – Residential
$
2,096

 
$
(27
)
  
 
$

 
$


 
$
2,096

 
$
(27
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 

 
 
 
 

 
 
 
 
Mortgage-Backed Securities – Residential
$
550,385

 
$
(17,643
)

 
$

 
$


 
$
550,385

 
$
(17,643
)
Other Government-Sponsored Enterprises
$
186,985

 
$
(2,981
)

 
$

 
$


 
$
186,985

 
$
(2,981
)
Corporate Securities
4,798

 
(26
)

 

 


 
4,798

 
(26
)
Pooled Trust Preferred Collateralized Debt Obligations
$
33

 
$
(23
)
  
 
$
21,706

 
$
(24,061
)

 
$
21,739

 
$
(24,084
)
Total Securities Available for Sale
$
744,297

 
$
(20,700
)

 
$
21,706

 
$
(24,061
)

 
$
766,003

 
$
(44,761
)
At June 30, 2013, pooled trust preferred collateralized debt obligations accounted for 54% of the unrealized losses, while fixed income securities issued by U.S. Government-sponsored enterprises comprised 46% of total unrealized losses. The unrealized losses related to U.S. Government-sponsored enterprises are the result of interest rate movements. There were no equity securities in an unrealized loss position at June 30, 2013.
The following table presents the gross unrealized losses and estimated fair values at December 31, 2012 by investment category and time frame for which securities have been in a continuous unrealized loss position:
 
Less Than 12 Months
 
 
12 Months or More
 
 
Total
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 

 
 
 
 

 
 
 
 
Mortgage-Backed Securities – Residential
$

 
$


 
$
13

 
$

(a) 
 
$
13

 
$

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 

 
 
 
 

 
 
 
 
Mortgage-Backed Securities – Residential
76,296

 
(392
)

 
21

 

(a)
 
76,317

 
(392
)
Other Government-Sponsored Enterprises
59,303

 
(72
)

 

 

  
 
59,303

 
(72
)
Pooled Trust Preferred Collateralized Debt Obligations

 


 
23,316

 
(28,496
)

 
23,316

 
(28,496
)
Total Securities Available for Sale
$
135,599

 
$
(464
)

 
$
23,350

 
$
(28,496
)

 
$
158,949

 
$
(28,960
)
(a)
Gross unrealized losses related to these types of securities are less than $1 thousand.
As of June 30, 2013 and December 31, 2012, our corporate securities had an amortized cost and an estimated fair value of $6.7 million and $7.0 million, and were comprised of single issue trust preferred securities issued primarily by large regional banks. When unrealized losses exist on these investments, management reviews each of the issuer’s asset quality, earnings trend and capital position, to determine whether issues in an unrealized loss position were other-than-temporarily impaired. All interest payments on the corporate securities are being made as contractually required.
As of June 30, 2013, the book value of our pooled trust preferred collateralized debt obligations totaled $49.5 million with an estimated fair value of $25.9 million, which includes securities comprised of 309 banks and other financial institutions. One of our pooled securities is a senior tranche and the remainders are mezzanine tranches, four of which have no senior class remaining in the issue. One of the pooled issues, representing $2 thousand of the $49.5 million book value, remain above investment grade. At the time of initial issue, the subordinated tranches ranged in size from approximately 7% to 35% of the total principal amount of the respective securities and no more than 5% of any pooled security consisted of a security issued by any one institution. As of June 30, 2013, after taking into account management’s best estimates of future interest deferrals and

15

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


defaults, seven of our securities had no excess subordination in the tranches we own and four of our securities had excess subordination which ranged from 10% to 51% of the current performing collateral.
 
The following table provides information related to our pooled trust preferred collateralized debt obligations as of June 30, 2013:
Deal
Class
 
Book
Value
 
Estimated Fair
Value
 
Unrealized
Gain
(Loss)
 
Moody’s/
Fitch
Ratings
 
Number
of
Banks
 
Deferrals
and
Defaults
as a % of
Current
Collateral
 
Excess
Subordination
as a % of
Current
Performing
Collateral
(dollars in thousands)
Pre TSL I
Senior
 
$
2

 
$
2

 
$

 
Aa3/A
 
9

 
33.33
%
 
NM
Pre TSL IV
Mezzanine
 
1,830

 
1,206

 
(624
)
 
Caa2/CCC
 
6

 
18.05

 
50.84
Pre TSL V
Mezzanine
 
56

 
33

 
(23
)
 
C/–  
 
3

 
100.00

 
Pre TSL VII
Mezzanine
 
3,705

 
4,127

 
422

 
Ca/C
 
15

 
52.80

 
Pre TSL VIII
Mezzanine
 
1,898

 
1,022

 
(876
)
 
C/C
 
30

 
58.01

 
Pre TSL IX
Mezzanine
 
2,286

 
1,041

 
(1,245
)
 
Ca/C
 
44

 
27.04

 
9.94
Pre TSL X
Mezzanine
 
1,333

 
1,253

 
(80
)
 
Ca/C
 
47

 
34.92

 
Pre TSL XII
Mezzanine
 
5,357

 
2,762

 
(2,595
)
 
Ca/C
 
70

 
31.25

 
Pre TSL XIII
Mezzanine
 
12,451

 
6,662

 
(5,789
)
 
Ca/C
 
61

 
28.88

 
20.84
Pre TSL XIV
Mezzanine
 
13,421

 
5,611

 
(7,810
)
 
Ca/C
 
59

 
37.00

 
32.29
MMCap I
Mezzanine
 
644

 
492

 
(152
)
 
Ca/C
 
12

 
62.77

 
MM Comm IX
Mezzanine
 
6,548

 
1,658

 
(4,890
)
 
Ca/CC
 
27

 
44.41

 
Total
 
 
$
49,531

 
$
25,869

 
$
(23,662
)
 
 
 
 
 
 
 
 
Lack of liquidity in the market for trust preferred collateralized debt obligations, credit rating downgrades and market uncertainties related to the financial industry are factors contributing to the impairment on these securities.
On a quarterly basis we evaluate our debt securities for other-than-temporary impairment. During the three- and six-months ended June 30, 2013 and 2012, there were no credit related other-than-temporary impairment charges recognized on our pooled trust preferred collateralized debt obligations. When evaluating these investments we determine a credit related portion and a non-credit related portion of other-than-temporary impairment. The credit related portion is recognized in earnings and represents the difference between book value and the present value of future cash flows. The non-credit related portion is recognized in OCI and represents the difference between the fair value of the security and the amount of credit related impairment. A discounted cash flow analysis provides the best estimate of credit related other-than-temporary impairment for these securities.
Additional information related to the discounted cash flow analysis follows:
Our pooled trust preferred collateralized debt obligations are measured for other-than-temporary impairment within the scope of FASB ASC Topic 325 by determining whether it is probable that an adverse change in estimated cash flows has occurred. Determining whether there has been an adverse change in estimated cash flows from the cash flows previously projected involves comparing the present value of remaining cash flows previously projected against the present value of the cash flows estimated at June 30, 2013. We consider the discounted cash flow analysis to be our primary evidence when determining whether credit related other-than-temporary impairment exists.
 
Results of a discounted cash flow test are significantly affected by other variables such as the estimate of future cash flows, credit worthiness of the underlying banks and determination of probability of default of the underlying collateral. The following provides additional information for each of these variables:
Estimate of Future Cash Flows – Cash flows are constructed in an INTEX cash flow model which includes each deal’s structural features. Projected cash flows include prepayment assumptions which are dependent on the issuer's asset size and coupon rate. For collateral issued by financial institutions over $15 billion in asset size with a coupon over 7%, a 100% prepayment rate is assumed. Financial institutions over $15 billion with a coupon of 7% or under are assigned a prepayment rate of 40% for two years and 2% thereafter. Financial institutions with assets between $2 billion and $15

16

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


billion with coupons over 7% are assigned a 5% prepayment rate. For financial institutions below $2 billion, if the coupon is over 10%, a prepayment rate of 5% is assumed and for all other issuers, there is no prepayment assumption incorporated into the cash flows. The modeled cash flows are then used to estimate if all the scheduled principal and interest payments of our investments will be returned.
Credit Analysis – A quarterly credit evaluation is performed for each of the 309 banks comprising the collateral across the various pooled trust preferred securities. Our credit evaluation considers all evidence available to us and includes the nature of the issuer’s business, its years of operating history, corporate structure, loan composition, loan concentrations, deposit mix, asset growth rates, geographic footprint and local economic environment. Our analysis focuses on profitability, return on assets, shareholders’ equity, net interest margin, credit quality ratios, operating efficiency, capital adequacy and liquidity.
Probability of Default – A probability of default is determined for each bank and is used to calculate the expected impact of future deferrals and defaults on our expected cash flows. Each bank in the collateral pool is assigned a probability of default for each year until maturity. Currently, any bank that is in default is assigned a 100% probability of default and a 0% projected recovery rate. All other banks in the pool are assigned a probability of default based on their unique credit characteristics and market indicators with a 10% projected recovery rate. For the majority of banks currently in deferral we assume the bank continues to defer and will eventually default and, therefore, a 100% probability of default is assigned. However, for some deferring collateral there is the possibility that they become current on interest or principal payments at some point in the future and in those cases a probability that the deferral will ultimately cure is assigned. The probability of default is updated quarterly. As of June 30, 2013, default probabilities for performing collateral ranged from 0.33% to 75%.
Our credit evaluation provides a basis for determining deferral and default probabilities for each underlying piece of collateral. Using the results of the credit evaluation, the next step of the process is to look at pricing of senior debt or credit default swaps for the issuer (or where such information is unavailable, for companies having similar credit profiles as the issuer). The pricing of these market indicators provides the information necessary to determine appropriate default probabilities for each bank.
In addition to the above factors, our evaluation of impairment also includes a stress test analysis which provides an estimate of excess subordination for each tranche. We stress the cash flows of each pool by increasing current default assumptions to the level of defaults which results in an adverse change in estimated cash flows. This stressed breakpoint is then used to calculate excess subordination levels for each pooled trust preferred security. The results of the stress test allows management to identify those pools that are at a greater risk for a future break in cash flows so that we can monitor banks in those pools more closely for potential deterioration of credit quality.
Our cash flow analysis as of June 30, 2013, indicates that no credit related other-than-temporary impairment has occurred on our pooled trust preferred securities during the six-months ended June 30, 2013. Based upon the analysis performed by management, it is probable that seven of our pooled trust preferred securities will experience principal and interest shortfalls and therefore appropriate other-than-temporary charges were recorded in prior periods. These securities are identified in the table on page 16 with 0% “Excess Subordination as a Percentage of Current Performing Collateral.” For the remaining securities listed in that table, our analysis as of June 30, 2013 indicates it is probable that we will collect all contractual principal and interest payments.
During 2008, 2009 and 2010, other-than-temporary impairment charges were recognized on all of our pooled trust preferred securities, except for PreTSL I and PreTSL IV. Our cash flow analysis as of June 30, 2013, for all of these impaired securities indicates that it is now probable we will collect principal and interest in excess of what was estimated at the time other-than-temporary impairment charges were recorded. This change can be attributed to improvement in the underlying collateral for these securities and has resulted in our current book value being below the present value of estimated future principal and interest payments. The excess for each bond of the present value of future cash flows over our current book value ranges from 6% to 158% and will be recognized as an adjustment to yield over the remaining life of these securities. The excess subordination recognized as an adjustment to yield are reflected in the following table as increases in cash flows expected to be collected.

17

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table provides a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold:
 
For the Three-Months Ended June 30
 
For the Six-Months Ended June 30
 
2013
 
2012
 
2013
 
2012
 
(dollars in thousands)
Balance, beginning (a)
$
42,991

 
$
44,501

 
$
43,274

 
$
44,736

Credit losses on debt securities for which other-than-temporary impairment was not previously recognized

 

 

 

Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized

 

 

 

Increases in cash flows expected to be collected, recognized over the remaining life of the security (b)
(292
)
 
(271
)
 
(575
)
 
(506
)
Balance, ending
$
42,699

 
$
44,230

 
$
42,699

 
$
44,230

 
(a)
The beginning balance represents credit related losses included in other-than-temporary impairment charges recognized on debt securities in prior periods.
(b)
Represents the increase in cash flows recognized in interest income during the period.
In the second quarter of 2013 and 2012, no other-than-temporary impairment charges were recorded on equity securities. On a quarterly basis, management evaluates equity securities for other-than-temporary impairment by reviewing the severity and duration of decline in estimated fair value, research reports, analysts’ recommendations, credit rating changes, news stories, annual reports, regulatory filings, impact of interest rate changes and other relevant information. As of June 30, 2013 and 2012, there are no equity securities in an unrealized loss position.
Note 10 Loans and Allowance for Credit Losses
The following table provides outstanding balances related to each of our loan types:
 
 
June 30, 2013
 
December 31, 2012
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,012,315

 
$
1,019,822

Real estate construction
66,243

 
87,438

Residential real estate
1,269,830

 
1,241,565

Commercial real estate
1,280,784

 
1,273,661

Loans to individuals
600,580

 
582,218

Total loans and leases net of unearned income
$
4,229,752

 
$
4,204,704

Credit Quality Information
As part of the on-going monitoring of credit quality within the loan portfolio, the following credit worthiness categories are used in grading our loans:
Pass
  
Acceptable levels of risk exist in the relationship. Includes all loans not adversely classified as OAEM, substandard or doubtful.
Other Assets Especially Mentioned (OAEM)
 
  
Potential weaknesses that deserve management’s close attention. The potential weaknesses may result in deterioration of the repayment prospects or weaken the Bank’s credit position at some future date. The credit risk may be relatively minor, yet constitute an undesirable risk in light of the circumstances surrounding the specific credit. No loss of principal or interest is expected.

18

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Substandard
  
Well-defined weakness or a weakness that jeopardizes the repayment of the debt. A loan may be classified as substandard as a result of deterioration of the borrower’s financial condition and repayment capacity. Loans for which repayment plans have not been met or collateral equity margins do not protect the Company may also be classified as substandard.
Doubtful
  
Loans with the characteristics of substandard loans with the added characteristic that collection or liquidation in full, on the basis of presently existing facts and conditions, is highly improbable.
The use of creditworthiness categories to grade loans permits management’s use of migration analysis to estimate a portion of credit risk. The Company’s internal creditworthiness grading system provides a measurement of credit risk based primarily on an evaluation of the borrower’s cash flow and collateral. Movements between these rating categories provides a predictive measure of credit losses and therefore assists in determining the appropriate level for the loan loss reserves. Category ratings are reviewed each quarter, at which time management analyzes the results, as well as other external statistics and factors related to loan performance. Loans that migrate towards higher risk rating levels generally have an increased risk of default, whereas, loans that migrate toward lower risk ratings generally will result in a lower risk factor being applied to those related loan balances.
The following tables represent our credit risk profile by creditworthiness:
 
June 30, 2013
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Pass
$
933,092

 
$
52,706

 
$
1,253,021

 
$
1,166,928

 
$
600,411

 
$
4,006,158

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
35,231

 
1,030

 
4,280

 
71,017

 
2

 
111,560

Substandard
43,992

 
12,507

 
12,529

 
42,839

 
167

 
112,034

Doubtful

 

 

 

 

 

Total Non-Pass
79,223

 
13,537

 
16,809

 
113,856

 
169

 
223,594

Total
$
1,012,315

 
$
66,243

 
$
1,269,830

 
$
1,280,784

 
$
600,580

 
$
4,229,752

 
 
December 31, 2012
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Pass
$
925,868

 
$
64,353

 
$
1,224,849

 
$
1,119,093

 
$
582,039

 
$
3,916,202

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
31,049

 
925

 
5,647

 
82,581

 
3

 
120,205

Substandard
62,905

 
18,638

 
11,069

 
71,987

 
176

 
164,775

Doubtful

 
3,522

 

 

 

 
3,522

Total Non-Pass
93,954

 
23,085

 
16,716

 
154,568

 
179

 
288,502

Total
$
1,019,822

 
$
87,438

 
$
1,241,565

 
$
1,273,661

 
$
582,218

 
$
4,204,704

Portfolio Risks
The credit quality of our loan portfolio represents significant risk to our earnings, capital, regulatory agency relationships, investment community reputation and shareholder returns. First Commonwealth devotes a substantial amount of resources managing this risk primarily through our credit administration department that develops and administers policies and procedures for underwriting, maintaining, monitoring and collecting activities. Credit administration is independent of lending departments and oversight is provided by the credit committee of the First Commonwealth Board of Directors.

19

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Criticized loans have been evaluated when determining the appropriateness of the allowance for credit losses, which we believe is adequate to absorb losses inherent to the portfolio as of June 30, 2013. However, changes in economic conditions, interest rates, borrower financial condition, delinquency trends or previously established fair values of collateral factors could significantly change those judgmental estimates.
Risk factors associated with commercial real estate and construction related loans are monitored closely since this is an area that represents a significant portion of the loan portfolio and has experienced the most stress during the economic downturn.
Age Analysis of Past Due Loans by Segment
The following tables delineate the aging analysis of the recorded investments in past due loans as of June 30, 2013 and December 31, 2012. Also included in these tables are loans that are 90 days or more past due and still accruing because they are well-secured and in the process of collection.
 
 
June 30, 2013
 
30 - 59
days
past due
 
60 - 89
days
past
due
 
90 days
and
greater
and still
accruing
 
Nonaccrual
 
Total past
due and
nonaccrual
 
Current
 
Total
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
814

 
$
34

 
$
289

 
$
20,170

 
$
21,307

 
$
991,008

 
$
1,012,315

Real estate construction

 

 

 
3,073

 
3,073

 
63,170

 
66,243

Residential real estate
5,058

 
1,028

 
1,182

 
10,719

 
17,987

 
1,251,843

 
1,269,830

Commercial real estate
3,116

 
48

 

 
25,136

 
28,300

 
1,252,484

 
1,280,784

Loans to individuals
2,639

 
1,026

 
1,177

 
188

 
5,030

 
595,550

 
600,580

Total
$
11,627

 
$
2,136

 
$
2,648

 
$
59,286

 
$
75,697

 
$
4,154,055

 
$
4,229,752

 
 
December 31, 2012
 
30 - 59
days
past due
 
60 - 89
days
past
due
 
90 days
and
greater
and still
accruing
 
Nonaccrual
 
Total past
due and
nonaccrual
 
Current
 
Total
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
991

 
$
620

 
$
288

 
$
29,258

 
$
31,157

 
$
988,665

 
$
1,019,822

Real estate construction
2

 
19

 
15

 
9,778

 
9,814

 
77,624

 
87,438

Residential real estate
6,597

 
2,357

 
730

 
9,283

 
18,967

 
1,222,598

 
1,241,565

Commercial real estate
3,339

 
1,389

 
195

 
46,023

 
50,946

 
1,222,715

 
1,273,661

Loans to individuals
3,140

 
934

 
1,219

 
176

 
5,469

 
576,749

 
582,218

Total
$
14,069

 
$
5,319

 
$
2,447

 
$
94,518

 
$
116,353

 
$
4,088,351

 
$
4,204,704

Nonaccrual Loans
The previous tables summarize nonaccrual loans by loan segment. The Company generally places loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain, when part of the principal balance has been charged off and no restructuring has occurred, or the loans reach a certain number of days past due. Generally, loans 90 days or more past due are placed on nonaccrual status, except for consumer loans which are placed in nonaccrual status at 150 days past due.
When a loan is placed on nonaccrual, the accrued unpaid interest receivable is reversed against interest income and all future payments received are applied as a reduction to the loan principal. Generally, the loan is returned to accrual status when (a) all delinquent interest and principal become current under the terms of the loan agreement or (b) the loan is both well-secured and in the process of collection and collectability is no longer doubtful.

20

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Impaired Loans
Management considers loans to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Determination of impairment is treated the same across all loan categories. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole source for repayment of the loan is the operation or liquidation of collateral. When the loan is collateral dependent, the appraised value less estimated cost to sell is utilized. If management determines the value of the impaired loan is less than the recorded investment in the loan, impairment is recognized through an allowance estimate or a charge-off to the allowance. Troubled debt restructured loans on accrual status are considered to be impaired loans.
When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method.
 
Nonperforming loans decreased $34.5 million during the six-months ended June 30, 2013. Contributing to this decrease was the sale of $17.2 million of loans related to a real estate developer in eastern Pennsylvania as well as a $2.5 million commercial real estate loan in Nevada and a $3.5 million construction loan for a Florida condominium project. Also, a $3.8 million hotel resort syndication loan in the state of Washington and a $2.3 million commercial loan to a western Pennsylvania excavation company were returned to accrual status during the first six months of 2013. Additionally, $18.4 million in charge-offs were recognized on three commercial loan relationships during the first half of 2013, including $2.8 million for a commercial real estate loan to a western Pennsylvania non-profit healthcare facility who recently filed for bankruptcy, $2.5 million for a commercial real estate loan to a western Pennsylvania student housing project which is in the foreclosure process and $13.1 million for an unsecured commercial loan to a western Pennsylvania real estate developer.

A total of $26.1 million of loans were moved into nonaccrual status during the six-months ended June 30, 2013. Four commercial loan relationships comprise $20.1 million of this total. These relationships include a $7.7 million commercial real estate loan to a real estate management company in western Pennsylvania, a $5.7 million commercial real estate relationship to a western Pennsylvania commercial real estate developer, of which $0.5 million was charged-off and $4.8 million was moved to OREO, all during the six-month period, a $3.6 million commercial relationship to a specialty metal processor in western Pennsylvania, and a $3.1 million commercial relationship with a western Pennsylvania glass manufacturer. In addition to this, $2.0 million in consumer loans which were 150 days or more past due were moved to nonaccrual status. Beginning in the third quarter of 2012, consumer loans are moved to nonaccrual status once they reach 150 days past due, however, in prior periods, these loans were not placed in nonaccrual status if they were well secured and in the process of collection.
The specific allowance for nonperforming loans decreased by $8.1 million at June 30, 2013 compared to December 31, 2012, primarily due to charge-offs of amounts reserved for in prior periods. Unfunded commitments related to nonperforming loans were $1.9 million at June 30, 2013 and after consideration of available collateral related to these commitments, an off balance sheet reserve of $0.1 million was established.
There were no loans held for sale at June 30, 2013 and December 31, 2012; however, sales of loans during the six-months ended June 30, 2013 and 2012 resulted in gains of $0.4 million and $2.9 million, respectively.
Significant nonaccrual loans as of June 30, 2013, include the following:
$7.7 million commercial real estate loans to a real estate management company in western Pennsylvania. These loans were originated from 2008 to 2012 and were placed in nonaccrual status in the second quarter of 2013. The most recent appraisal for this real estate collateral was completed in the second quarter of 2013.
$2.8 million, the remaining portion net of reserves, of a $44.1 million unsecured loan to a western Pennsylvania real estate developer. This loan was originated in 2004 and was placed in nonaccrual status in the fourth quarter of 2009. Charge-offs of $28.5 million have been recorded on this loan, of which $13.1 million occurred in the second quarter of 2013.
$3.6 million commercial real estate and industrial loans to a specialty metal processor in western Pennsylvania. This loan was originated in 2003 and was placed in nonaccrual status in the second quarter of 2013. The assets collateralizing this relationship as well as the appraisal for the real estate collateral were valued in the first quarter of 2013.

21

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


$3.4 million commercial real estate loan to an in-patient facility in western Pennsylvania. This loan was originated in 2008 and placed in nonaccrual status in September 2012. Charge-offs of $2.8 million have been recorded on this loan. The most recent appraisal for the real estate collateral was completed in the fourth quarter of 2012.
$3.1 million real estate secured loan to a western Pennsylvania nonprofit corporation. This loan was originated in 2008 and placed in nonaccrual status in the second quarter of 2012. The most recent appraisals for the various real estate collateral were completed in the fourth quarter of 2012 and the first quarter of 2013.
The following tables include the recorded investment and unpaid principal balance for impaired loans with the associated allowance amount, if applicable, as of June 30, 2013 and December 31, 2012. Also presented are the average recorded investment in impaired loans and the related amount of interest recognized while the loan was considered impaired. Average balances are calculated using month-end balances of the loans for the period reported and are included in the table below based on its period end allowance position.
 
 
June 30, 2013
 
December 31, 2012
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
(dollars in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
15,069

 
$
16,119

 


 
$
8,080

 
$
8,983

 


Real estate construction
2,474

 
6,014

 


 
8,491

 
35,555

 


Residential real estate
9,017

 
9,640

 


 
7,928

 
8,401

 


Commercial real estate
24,190

 
30,962

 


 
33,259

 
35,401

 


Loans to individuals
257

 
268

 


 
256

 
256

 


Subtotal
51,007

 
63,003

 


 
58,014

 
88,596

 


With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
10,707

 
11,383

 
6,627

 
26,532

 
27,412

 
10,331

Real estate construction
1,493

 
1,799

 
267

 
2,756

 
3,087

 
300

Residential real estate
4,139

 
4,148

 
1,943

 
2,695

 
2,696

 
780

Commercial real estate
5,751

 
6,052

 
818

 
17,558

 
17,896

 
6,367

Loans to individuals

 

 

 

 

 

Subtotal
22,090

 
23,382

 
9,655

 
49,541

 
51,091

 
17,778

Total
$
73,097

 
$
86,385

 
$
9,655

 
$
107,555

 
$
139,687

 
$
17,778

 

22

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Six-Months Ended June 30
 
2013
 
2012
 
Average
recorded
investment
 
Interest
Income
Recognized
 
Average
recorded
investment
 
Interest
Income
Recognized
 
(dollars in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
12,333

 
$
106

 
$
10,291

 
$
21

Real estate construction
6,900

 

 
7,268

 

Residential real estate
8,732

 
78

 
9,219

 
11

Commercial real estate
27,867

 
25

 
26,529

 
53

Loans to individuals
246

 
2

 

 

Subtotal
56,078

 
211

 
53,307

 
85

With an allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
20,534

 
31

 
19,101

 
6

Real estate construction
2,017

 
26

 
6,865

 

Residential real estate
3,117

 
12

 
797

 
14

Commercial real estate
5,760

 
52

 
2,028

 

Loans to individuals

 

 

 

Subtotal
31,428

 
121

 
28,791

 
20

Total
$
87,506

 
$
332

 
$
82,098

 
$
105

 
 
 
 
 
 
 
 
 
For the Three-Months Ended June 30
 
2013
 
2012
 
Average
recorded
investment
 
Interest
Income
Recognized
 
Average
recorded
investment
 
Interest
Income
Recognized
 
(dollars in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
12,853

 
$
55

 
$
7,735

 
$
3

Real estate construction
5,538

 

 
10,118

 

Residential real estate
9,003

 
41

 
15,082

 
6

Commercial real estate
20,865

 
13

 
25,696

 
19

Loans to individuals
246

 
1

 

 

Subtotal
48,505

 
110

 
58,631

 
28

With an allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
18,486

 
12

 
17,441

 
3

Real estate construction
1,733

 
14

 
4,068

 

Residential real estate
3,680

 
8

 
644

 
7

Commercial real estate
5,708

 
28

 
1,253

 

Loans to individuals

 

 

 

Subtotal
29,607

 
62

 
23,406

 
10

Total
$
78,112

 
$
172

 
$
82,037

 
$
38

 
Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.

23

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table provides detail as to the total troubled debt restructured loans and total commitments outstanding on troubled debt restructured loans:
 
June 30, 2013
 
December 31, 2012
 
(dollars in thousands)
Troubled debt restructured loans
 
 
 
Accrual status
$
13,811

 
$
13,037

Nonaccrual status
17,519

 
50,979

Total
$
31,330

 
$
64,016

Commitments
 
 
 
Letters of credit
$

 
$
1,574

Unused lines of credit
1,953

 

Total
$
1,953

 
$
1,574

At June 30, 2013, troubled debt restructured loans decreased $32.7 million compared to December 31, 2012 and commitments related to troubled debt restructured loans increased $0.4 million for the same period. This decrease in loans is primarily a result of the sale of a $17.2 million loan for a commercial real estate developer in eastern Pennsylvania and the charge-off of $13.1 million related to an unsecured loan to a western Pennsylvania real estate developer.
The following tables provide detail, including specific reserve and reasons for modification, related to loans identified as troubled debt restructurings:
 
For the Six-Months Ended June 30, 2013
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
3

 
$
526

 
$

 
$
12

 
$
538

 
$
472

 
$
100

Residential real estate
22

 
280

 
326

 
1,284

 
1,890

 
1,801

 
562

Commercial real estate
1

 

 
244

 

 
244

 
237

 

Loans to individuals
6

 

 
34

 
6

 
40

 
29

 

Total
32

 
$
806

 
$
604

 
$
1,302

 
$
2,712

 
$
2,539

 
$
662

 
For the Six-Months Ended June 30, 2012
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
4

 
$
447

 
$
18

 
$
6,029

 
$
6,494

 
$
6,494

 
$
2,760

Real estate construction
1

 
823

 

 

 
823

 
815

 

Residential real estate
3

 

 
97

 
83

 
180

 
133

 

Total
8

 
$
1,270

 
$
115

 
$
6,112

 
$
7,497

 
$
7,442

 
$
2,760

The troubled debt restructurings included in the above tables are also included in the impaired loan tables provided earlier in this note. Loans defined as modified due to a change in rate include loans that were modified for a change in rate as well as a reamortization of the principal and an extension of the maturity. For the six-months ended June 30, 2013 and 2012, $0.6 million and $0.1 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment due

24

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


to reamortization. For both 2013 and 2012 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.
 
For the Three-Months Ended June 30, 2013
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
1

 
$
100

 
$

 
$

 
$
100

 
$
100

 
$
100

Residential real estate
13

 
273

 
113

 
769

 
1,155

 
1,132

 
562

Loans to individuals
2

 

 
10

 
3

 
13

 
9

 

Total
16

 
$
373

 
$
123

 
$
772

 
$
1,268

 
$
1,241

 
$
662

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three-Months Ended June 30, 2012
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
4

 
$
447

 
$
18

 
$
6,029

 
$
6,494

 
$
6,494

 
$
2,760

Real estate construction
1

 
823

 

 

 
823

 
815

 

Residential real estate
1

 

 

 
83

 
83

 
82

 

Total
6

 
$
1,270

 
$
18

 
$
6,112

 
$
7,400

 
$
7,391

 
$
2,760

The troubled debt restructurings included in the above tables are also included in the impaired loan tables provided earlier in this note. Loans defined as modified due to a change in rate include loans that were modified for a change in rate as well as a reamortization of the principal and an extension of the maturity. For the three-months ended June 30, 2013 and 2012, $0.1 million and $18 thousand, respectively, of total rate modifications represent loans with modifications to the rate as well as payment due to reamortization. For both 2013 and 2012 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.
A troubled debt restructuring is considered to be in default when a restructured loan is 90 days or more past due. The following table provides information related to restructured loans that were considered to default during the six-months ended June 30:
 
 
2013
 
2012
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate
1

 
$
9

 

 
$

Loans to individuals
3

 
9

 

 

Total
4

 
$
18

 

 
$

 

25

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table provides information related to restructured loans that were considered to default during the three-months ended June 30:

 
2013
 
2012
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Loans to individuals
2

 
$
5

 

 
$


The following tables provide detail related to the allowance for credit losses:
 
For the Six-Months Ended June 30, 2013
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Unallocated
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
19,852

 
$
8,928

 
$
5,908

 
$
22,441

 
$
4,132

 
$
5,926

 
$
67,187

Charge-offs
(14,221
)
 
(755
)
 
(643
)
 
(9,238
)
 
(1,755
)
 

 
(26,612
)
Recoveries
264

 
59

 
812

 
108

 
337

 

 
1,580

Provision (credit)
10,680

 
14

 
362

 
2,817

 
1,428

 
(4
)
 
15,297

Ending Balance
$
16,575

 
$
8,246

 
$
6,439

 
$
16,128

 
$
4,142

 
$
5,922

 
$
57,452

Ending balance: individually evaluated for impaired
$
6,627

 
$
267

 
$
1,943

 
$
818

 
$

 
$

 
$
9,655

Ending balance: collectively evaluated for impaired
9,948

 
7,979

 
4,496

 
15,310

 
4,142

 
5,922

 
47,797

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,012,315

 
66,243

 
1,269,830

 
1,280,784

 
600,580

 
 
 
4,229,752

Ending balance: individually evaluated for impaired
24,592

 
3,904

 
10,468

 
27,862

 

 
 
 
66,826

Ending balance: collectively evaluated for impaired
987,723

 
62,339

 
1,259,362

 
1,252,922

 
600,580

 
 
 
4,162,926

 

26

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Six-Months Ended June 30, 2012
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Unallocated
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
18,200

 
$
6,756

 
$
8,237

 
$
18,961

 
$
4,244

 
$
4,836

 
$
61,234

Charge-offs
(3,668
)
 
(340
)
 
(2,454
)
 
(541
)
 
(1,738
)
 

 
(8,741
)
Recoveries
275

 
92

 
282

 
186

 
264

 

 
1,099

Provision (credit)
4,495

 
1,493

 
554

 
(968
)
 
1,439

 
1,071

 
8,084

Ending Balance
$
19,302

 
$
8,001

 
$
6,619

 
$
17,638

 
$
4,209

 
$
5,907

 
$
61,676

Ending balance: individually evaluated for impaired
$
8,046

 
$
2,747

 
$
431

 
$
510

 
$

 
$

 
$
11,734

Ending balance: collectively evaluated for impaired
11,256

 
5,254

 
6,188

 
17,128

 
4,209

 
5,907

 
49,942

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,059,675

 
77,442

 
1,213,610

 
1,232,270

 
576,534

 
 
 
4,159,531

Ending balance: individually evaluated for impaired
31,271

 
14,915

 
2,911

 
31,493

 

 
 
 
80,590

Ending balance: collectively evaluated for impaired
1,028,404

 
62,527

 
1,210,699

 
1,200,777

 
576,534

 
 
 
4,078,941

 
For the Three-Months Ended June 30, 2013
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Unallocated
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
20,275

 
$
7,733

 
$
5,749

 
$
18,470

 
$
4,139

 
$
5,896

 
$
62,262

Charge-offs
(13,683
)
 
(671
)
 
(321
)
 
(694
)
 
(767
)
 

 
(16,136
)
Recoveries
136

 
47

 
89

 
11

 
243

 

 
526

Provision (credit)
9,847

 
1,137

 
922

 
(1,659
)
 
527

 
26

 
10,800

Ending Balance
$
16,575

 
$
8,246

 
$
6,439

 
$
16,128

 
$
4,142

 
$
5,922

 
$
57,452

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three-Months Ended June 30, 2012
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Unallocated
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
18,143

 
$
6,427

 
$
6,702

 
$
19,371

 
$
4,252

 
$
5,837

 
$
60,732

Charge-offs
(1,754
)
 
(150
)
 
(742
)
 
(306
)
 
(797
)
 

 
(3,749
)
Recoveries
37

 
36

 
149

 
28

 
146

 

 
396

Provision (credit)
2,876

 
1,688

 
510

 
(1,455
)
 
608

 
70

 
4,297

Ending Balance
$
19,302

 
$
8,001

 
$
6,619

 
$
17,638

 
$
4,209

 
$
5,907

 
$
61,676


Additional discussion related to changes in the allowance for credit losses can be found in Management's Discussion and Analysis of financial results on pages 43 and 49 of this Form 10-Q.

27

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 11 Income Taxes
At June 30, 2013 and December 31, 2012, First Commonwealth had no material unrecognized tax benefits or accrued interest and penalties. If applicable, First Commonwealth will record interest and penalties as a component of noninterest expense. Federal and state tax years 2009 through 2012 were open for examination as of June 30, 2013.
Note 12 Fair Values of Assets and Liabilities
FASB ASC Topic 820, “Fair Value Measurements and Disclosures” requires disclosures for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). All non-financial assets are included either as a separate line item on the Condensed Consolidated Statements of Financial Condition or in the “Other assets” category of the Condensed Consolidated Statements of Financial Condition. Currently, First Commonwealth does not have any non-financial liabilities to disclose.
FASB ASC Topic 825, “Financial Instruments” permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses are required to be included in earnings each reporting period for the items that fair value measurement is elected. First Commonwealth has elected not to measure any existing financial instruments at fair value under FASB ASC Topic 825; however, in the future we may elect to adopt this guidance for select financial instruments.
 
In accordance with FASB ASC Topic 820, First Commonwealth groups financial assets and financial liabilities measured at fair value in three levels based on the principal markets in which the assets and liabilities are transacted and the observability of the data points used to determine fair value. These levels are:
Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange (“NYSE”). Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 1 securities include equity holdings comprised of publicly traded bank stocks which were priced using quoted market prices.
Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained for identical or comparable assets or liabilities from alternative pricing sources with reasonable levels of price transparency. Level 2 includes Obligations of U.S. Government securities issued by Agencies and Sponsored Enterprises, Obligations of States and Political Subdivisions, certain corporate securities, FHLB stock, interest rate derivatives that include interest rate swaps and risk participation agreements, certain other real estate owned and certain impaired loans.
Level 2 investment securities are valued by a recognized third party pricing service using observable inputs. The model used by the pricing service varies by asset class and incorporates available market, trade and bid information as well as cash flow information when applicable. Because many fixed-income investment securities do not trade on a daily basis, the model uses available information such as benchmark yield curves, benchmarking of like investment securities, sector groupings and matrix pricing. The model will also use processes such as an option adjusted spread to assess the impact of interest rates and to develop prepayment estimates. Market inputs normally used in the pricing model include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.
Management validates the market values provided by the third party service by having another recognized pricing service price 100% of the securities on an annual basis and a random sample of securities each quarter, monthly monitoring of variances from prior period pricing and, on a monthly basis, evaluating pricing changes compared to expectations based on changes in the financial markets.
Other investments are comprised of FHLB stock whose estimated fair value is based on its par value. Additional information on FHLB stock is provided in Note 8, “Other Investments.”
Interest rate derivatives are reported at an estimated fair value utilizing Level 2 inputs and are included in other assets and other liabilities and consist of interest rate swaps where there is no significant deterioration in the counterparties' (loan customers) credit risk since origination of the interest rate swap. First Commonwealth values its interest rate swap positions using a yield curve by taking market prices/rates for an appropriate set of instruments. The set of instruments currently used to determine the U.S. Dollar yield curve includes cash LIBOR rates from overnight to three months, Eurodollar futures contracts and swap rates

28

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


from three years to thirty years. These yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 13, “Derivatives.”
For purposes of potential valuation adjustments to our derivative positions, First Commonwealth evaluates the credit risk of its counterparties as well as our own credit risk. Accordingly, we have considered factors such as the likelihood of default, expected loss given default, net exposures and remaining contractual life, among other things, in determining if any fair value adjustments related to credit risk are required. We review our counterparty exposure quarterly, and when necessary, appropriate adjustments are made to reflect the exposure.
We also utilize this approach to estimate our own credit risk on derivative liability positions. In 2013, we have not realized any losses due to a counterparty's inability to pay any uncollateralized positions.
The estimated fair value for other real estate owned included in Level 2 is determined by either an independent market based appraisal less estimated costs to sell or an executed sales agreement.
Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. If the inputs used to provide the valuation are unobservable and/or there is very little, if any, market activity for the security or similar securities, the securities would be considered Level 3 securities. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. The assets included in Level 3 are pooled trust preferred collateralized debt obligations, non-marketable equity investments, loans held for sale and certain interest rate derivatives, certain other real estate owned and certain impaired loans.
Our pooled trust preferred collateralized debt obligations are collateralized by the trust preferred securities of individual banks, thrifts and bank holding companies in the U.S. There has been little or no active trading in these securities since 2009; therefore it was more appropriate to determine estimated fair value using a discounted cash flow analysis. Detail on our process for determining the appropriate cash flows for this analysis is provided in Note 9, “Impairment of Investment Securities.” The discount rate applied to the cash flows is determined by evaluating the current market yields for comparable corporate and structured credit products along with an evaluation of the risks associated with the cash flows of the comparable security. Due to the fact that there is no active market for the pooled trust preferred collateralized debt obligations, one key reference point is the market yield for the single issue trust preferred securities issued by banks and thrifts for which there is more activity than for the pooled securities. Adjustments are then made to reflect the credit and structural differences between these two security types.
Management validates the fair value of the pooled trust preferred collateralized debt obligations by monitoring the performance of the underlying collateral, discussing the discount rate, cash flow assumptions and general market trends with the specialized third party and confirming changes in the underlying collateral to the trustee reports. Management’s monitoring of the underlying collateral includes deferrals of interest payments, payment defaults, cures of previously deferred interest payments, any regulatory filings or actions and general news related to the underlying collateral. Management also evaluates fair value changes compared to expectations based on changes in the interest rates used in determining the discount rate and general financial markets.
The estimated fair value of the non-marketable equity investments included in Level 3 is based on par value.
Loans held for sale are carried at the lower of cost or fair value with the fair value being the expected sales price of the loan. The estimated fair value of the loans held for sale was determined by calculating the discounted expected future cash flows of the loan. The discount rate applied to the future cash flows was determined based on a risk based expected return and capital structure of potential buyers. If a sales agreement has been executed, the fair value is equal to the sales price.
For interest rate derivatives included in Level 3, the fair value incorporates credit risk by considering such factors as likelihood of default and expected loss given default based on the credit quality of the underlying counterparties (loan customers).
In 2013, we experienced a $0.9 million credit loss as a result of a counterparty's inability to pay the net uncollaterlized position on an interest rate swap. The full amount of this credit loss was provided for in prior periods. Additionally, as the result of deterioration in other counterparties (loan customers) credit quality for certain interest rate derivatives, future amounts previously believed to be collectible under the terms of the interest rate derivative have now been deemed to be uncollectible.
In accordance with ASU 2011-4, the following table provides information related to quantitative inputs and assumptions used in Level 3 fair value measurements.

29

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
Fair Value (dollars
in thousands)
 
Valuation
Technique
 
Unobservable Inputs
 
Range /
(weighted average)
Pooled Trust Preferred Securities
$25,869
 
Discounted Cash Flow
 
Probability of default
 
0% - 100% (19.32%)
 
 
 
 
 
Prepayment rates
 
0% - 100% (7.48%)
 
 
 
 
 
Discount rates
 
6% - 16% (a)
Equities
1,420
 
Par Value
 
N/A
 
N/A
Interest Rate Swap
 
Option model
 
Counterparty credit risk
 
6.80% - 9.12% (b)
Impaired Loans
715 (c)
 
Reserve study
 
Discount rate
 
10.00%
 
 
 
 
 
Gas per MCF
 
$3.67 - $7.60 (d)
 
 
 
 
 
Oil per BBL/d
 
$90.97 - $106.00 (d)
 
 
 
 
 
NGL per gallon
 
$1.54 (d)
Other Real Estate Owned
187
 
Internal Valuation
 
N/A
 
N/A
 
(a)
incorporates spread over risk free rate related primarily to credit quality and illiquidity of securities.
(b)
represents the range of the credit spread curve used in valuation.
(c)
the remainder of impaired loans valued using Level 3 inputs are not included in this disclosure as the values of those loans are based on bankruptcy agreement documentation.
(d)
unobservable inputs are defined as follows: MCF - million cubic feet; BBL/d - barrels per day; NGL - natural gas liquid.
The significant unobservable inputs used in the fair value measurement of pooled trust preferred securities are the probability of default, discount rates and prepayment rates. Significant increases in the probability of default or discount rate used would result in a decrease in the estimated fair value of these securities while decreases in these variables would result in higher fair value measurements. In general, a change in the assumption of probability of default is accompanied by a directionally similar change in the discount rate. In most cases, increases in the prepayment rate assumptions would result in a higher estimated fair value for these securities while decreases would provide for a lower value. The direction of this change is somewhat dependent on the structure of the investment and the amount of the investment tranches senior to our position.
The discount rate is the significant unobservable input used in the fair value measurement of impaired loans. Significant increases in this rate would result in a decrease in the estimated fair value of the loans, while a decrease in this rate would result in higher fair value measurement. Other unobservable inputs in the fair value measurement of impaired loans relate to gas, oil and natural gas prices and increases in these rates would result in an increase in the estimated fair value of the loans, while a decrease in these prices would result in a lower fair value measurement.
The significant unobservable input used in the fair value measurement of interest rate swaps classified as Level 3 is counterparty credit risk and the resulting range of the credit spread curve used in the valuation. Higher credit risk would result in an increased credit spread, which would reduce the fair value of the interest rate swap.

30

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The tables below present the balances of assets and liabilities measured at fair value on a recurring basis:
 
June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
28,036

 
$

 
$
28,036

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential

 
978,185

 

 
978,185

Mortgage-Backed Securities - Commercial

 
126

 

 
126

Other Government-Sponsored Enterprises

 
265,296

 

 
265,296

Obligations of States and Political Subdivisions

 
83

 

 
83

Corporate Securities

 
6,984

 

 
6,984

Pooled Trust Preferred Collateralized Debt Obligations

 

 
25,869

 
25,869

Total Debt Securities

 
1,278,710

 
25,869

 
1,304,579

Equities
688

 

 
1,420

 
2,108

Total Securities Available for Sale
688

 
1,278,710

 
27,289

 
1,306,687

Other Investments

 
33,913

 

 
33,913

Loans held for sale

 

 

 

Other Assets(a)

 
14,121

 

 
14,121

Total Assets
$
688

 
$
1,326,744

 
$
27,289

 
$
1,354,721

Other Liabilities(a)
$

 
$
14,363

 
$

 
$
14,363

Total Liabilities
$

 
$
14,363

 
$

 
$
14,363

(a)
Non-hedging interest rate derivatives
 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
31,664

 
$

 
$
31,664

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential

 
864,401

 

 
864,401

Mortgage-Backed Securities - Commercial

 
149

 

 
149

Other Government-Sponsored Enterprises

 
242,664

 

 
242,664

Obligations of States and Political Subdivisions

 
86

 

 
86

Corporate Securities

 
6,991

 

 
6,991

Pooled Trust Preferred Collateralized Debt Obligations

 

 
23,373

 
23,373

Total Debt Securities

 
1,145,955

 
23,373

 
1,169,328

Equities
555

 

 
1,420

 
1,975

Total Securities Available for Sale
555

 
1,145,955

 
24,793

 
1,171,303

Other Investments

 
28,228

 

 
28,228

Loans Held for Sale

 

 

 

Other Assets(a)

 
16,480

 

 
16,480

Total Assets
$
555

 
$
1,190,663

 
$
24,793

 
$
1,216,011

Other Liabilities(a)
$

 
$
18,726

 
$

 
$
18,726

Total Liabilities
$

 
$
18,726

 
$

 
$
18,726

(a)
Non-hedging interest rate derivatives


31

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


For the six-months ended June 30 changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
 
2013
 
Pooled Trust
Preferred
Collateralized
Debt
Obligations
 
Equities
 
Loans
Held for
Sale
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
23,373

 
$
1,420

 
$

 
$

 
$
24,793

Total gains or losses
 
 
 
 
 
 
 
 
 
Included in earnings

 

 
383

 

 
383

Included in other comprehensive income
5,683

 

 

 

 
5,683

Purchases, issuances, sales, and settlements
 
 
 
 
 
 
 
 
 
Purchases

 

 

 

 

Issuances

 

 

 

 

Sales

 

 
(20,518
)
 

 
(20,518
)
Settlements
(3,187
)
 

 

 

 
(3,187
)
Transfers into Level 3

 

 
20,135

 

 
20,135

Balance, end of period
$
25,869

 
$
1,420

 
$

 
$

 
$
27,289

 
 
2012
 
Pooled Trust
Preferred
Collateralized
Debt
Obligations
 
Equities
 
Loans Held for Sale
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
22,980

 
$
1,420

 
$
13,412

 
$

 
$
37,812

Total gains or losses
 
 
 
 
 
 
 
 
 
Included in earnings

 

 
2,870

 
(461
)
 
2,409

Included in other comprehensive income
1,580

 

 

 

 
1,580

Purchases, issuances, sales, and settlements
 
 
 
 
 
 
 
 
 
Purchases

 

 

 

 

Issuances

 

 

 

 

Sales

 

 
(15,981
)
 

 
(15,981
)
Settlements
(2,768
)
 

 
(301
)
 

 
(3,069
)
Transfers into Level 3

 

 

 
461

 
461

Balance, end of period
$
21,792

 
$
1,420

 
$

 
$

 
$
23,212

For the six-months ended June 30, 2013 and 2012, there were no transfers between fair value Levels 1 and 2. However, $20.1 million of loans were transferred into Level 3 from Level 2 during the six-months ended June 30, 2013 due to the loans being transferred to a held for sale status. The loan sales related to three nonperforming relationships for which this was determined to be the appropriate exit strategy. Completion of the loan sales resulted in a $0.4 million gain for the period. For the six-months ended June 30, 2012, $0.5 million of interest rate swaps were transferred into Level 3 from Level 2 due to deterioration of the counterparty’s credit risk below investment grade. There were no gains or losses included in earnings for the periods presented that are attributable to the change in realized gains (losses) relating to assets held at June 30, 2013 and 2012.


32

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


For the three-months ended June 30 changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
 
2013
 
Pooled Trust
Preferred
Collateralized
Debt
Obligations
 
Equities
 
Loans Held
for Sale
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
24,512

 
$
1,420

 
$

 
$

 
$
25,932

Total gains or losses
 
 
 
 
 
 
 
 
 
Included in earnings

 

 
257

 

 
257

Included in other comprehensive income
3,292

 

 

 

 
3,292

Purchases, issuances, sales, and settlements
 
 
 
 
 
 
 
 
 
Purchases

 

 

 

 

Issuances

 

 

 

 

Sales

 

 
(3,779
)
 

 
(3,779
)
Settlements
(1,935
)
 

 

 

 
(1,935
)
Transfers into Level 3

 

 
3,522

 

 
3,522

Balance, end of period
$
25,869

 
$
1,420

 
$

 
$

 
$
27,289

 
2012
 
Pooled Trust
Preferred
Collateralized
Debt
Obligations
 
Equities
 
Loans Held for Sale
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
24,508

 
$
1,420

 
$
8,076

 
$

 
34,004

Total gains or losses
 
 
 
 
 
 
 
 
 
Included in earnings

 

 
1,102

 

 
1,102

Included in other comprehensive income
(688
)
 

 

 

 
(688
)
Purchases, issuances, sales, and settlements
 
 
 
 
 
 
 
 
 
Purchases

 

 

 

 

Issuances

 

 

 

 

Sales

 

 
(9,172
)
 

 
(9,172
)
Settlements
(2,028
)
 

 
(6
)
 

 
(2,034
)
Transfers from Level 3

 

 

 

 

Balance, end of period
$
21,792

 
$
1,420

 
$

 
$

 
$
23,212

For the three-months ended June 30, 2013 and 2012, there were no transfers between fair value Levels 1 and 2. However, $3.5 million of loans were transferred into Level 3 from Level 2 during the three-months ended June 30, 2013 due to the loans being transferred to a held for sale status. The loan sale related to one nonperforming relationship for which this was determined to be the appropriate exit strategy. Completion of the loan sale resulted in a $0.3 million gain for the period. For the three-months ended June 30, 2012, there were no transfers into Level 3 from Level 2. There were no gains or losses included in earnings for the periods presented that are attributable to the change in realized gains (losses) relating to assets held at June 30, 2013 and 2012.

33

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The tables below present the balances of assets measured at fair value on a non-recurring basis at:
 
June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
55,903

 
$
7,540

 
$
63,443

Other real estate owned

 
17,116

 
187

 
17,303

Total Assets
$

 
$
73,019

 
$
7,727

 
$
80,746

 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
82,949

 
$
6,827

 
$
89,776

Other real estate owned

 
11,981

 
247

 
12,228

Total Assets
$

 
$
94,930

 
$
7,074

 
$
102,004


The following losses were realized on the assets measured on a nonrecurring basis:
 
 
For the Three-Months Ended June 30
 
For the Six-Months Ended June 30
 
2013
 
2012
 
2013
 
2012
 
(dollars in thousands)
Impaired loans
$
(10,806
)
 
$
(3,086
)
 
$
(11,086
)
 
$
(3,742
)
Other real estate owned
(241
)
 
(163
)
 
(362
)
 
(3,017
)
Total losses
$
(11,047
)
 
$
(3,249
)
 
$
(11,448
)
 
$
(6,759
)
Impaired loans over $0.1 million are individually reviewed to determine the amount of each loan considered to be at risk of non-collection. The fair value for impaired loans that are collateral based is determined by reviewing real property appraisals, equipment valuations, accounts receivable listings and other financial information. A discounted cash flow analysis is performed to determine fair value for impaired loans when an observable market price or a current appraisal is not available. First Commonwealth’s loan policy requires updated appraisals be obtained at least every twelve months on all impaired loans with balances of $250 thousand and over. For balances under $250 thousand, we rely on a broker-priced opinion.
The fair value for other real estate owned is determined by either an independent market based appraisal less estimated costs to sell or an executed sales agreement and is classified as Level 2. Other real estate owned has a book cost of $15.6 million as of June 30, 2013 and consisted primarily of a manufacturing plant in northern Pennsylvania, residential real estate in eastern Pennsylvania, and commercial real estate properties in both eastern and western Pennsylvania. We review whether events and circumstances subsequent to a transfer to other real estate owned have occurred that indicate the balance of those assets may not be recoverable. If events and circumstances indicate further impairment we will record a charge to the extent that the carrying value of the assets exceed their fair values, less estimated cost to sell, as determined by valuation techniques appropriate in the circumstances.
Certain other assets and liabilities, including goodwill and core deposit intangibles, are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Additional information related to goodwill is provided in Note 14, “Goodwill.” There were no other assets or liabilities measured at fair value on a non-recurring basis during the six-months ended June 30, 2013.
FASB ASC 825-10, “Transition Related to FSP FAS 107-1” and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

34

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Cash and due from banks and interest-bearing bank deposits: The carrying amounts for cash and due from banks and interest-bearing bank deposits approximate the estimated fair values of such assets.
Securities: Fair values for securities available for sale are based on quoted market prices, if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Pooled trust preferred collateralized debt obligations values are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. These valuations incorporate certain assumptions and projections in determining the fair value assigned to each instrument. The carrying value of other investments, which includes FHLB stock, is considered a reasonable estimate of fair value.
Loans held for sale: The fair value of loans held for sale is estimated utilizing a present value of future discounted cash flows of the loan utilizing a risk based expected return to discount the value unless a sales agreement has been executed, in which case the sales price would equal fair value.
Loans: The fair values of all loans are estimated by discounting the estimated future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality adjusted for past due and nonperforming loans, which is not an exit price under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”
Off-balance sheet instruments: Many of First Commonwealth’s off-balance sheet instruments, primarily loan commitments and standby letters of credit, are expected to expire without being drawn upon; therefore, the commitment amounts do not necessarily represent future cash requirements. FASB ASC Topic 460, “Guarantees” clarified that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The carrying amount and fair value for standby letters of credit was $0.1 million and $0.2 million at June 30, 2013 and December 31, 2012, respectively. See Note 6, “Commitments and Contingent Liabilities,” for additional information.
Deposit liabilities: Management estimates that the fair value of deposits is based on a market valuation of similar deposits. The carrying value of variable rate time deposit accounts and certificates of deposit approximate their fair values at the report date. Also, fair values of fixed rate time deposits for both periods are estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregated expected maturities.
Short-term borrowings: The fair values of borrowings from the FHLB were estimated based on the estimated incremental borrowing rate for similar types of borrowings. The carrying amounts of other short-term borrowings such as federal funds purchased and securities sold under agreement to repurchase were used to approximate fair value due to the short-term nature of the borrowings.
Long-term debt and subordinated debt: The fair value of long-term debt and subordinated debt is estimated by discounting the future cash flows using First Commonwealth’s estimate of the current market rate for similar types of borrowing arrangements or an announced redemption price.

35

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents carrying amounts and fair values of First Commonwealth’s financial instruments:
 
June 30, 2013
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
77,485

 
$
77,485

 
$
77,485

 
$

 
$

Interest-bearing deposits
4,497

 
4,497

 
4,497

 

 

Securities available for sale
1,306,687

 
1,306,687

 
688

 
1,278,710

 
27,289

Other investments
33,913

 
33,913

 

 
33,913

 

Loans
4,229,752

 
4,276,416

 

 
55,903

 
4,220,513

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
4,733,047

 
4,664,831

 

 
4,664,831

 

Short-term borrowings
441,848

 
441,838

 

 
441,838

 

Long-term debt
144,615

 
145,721

 

 
145,721

 

Subordinated debt
72,167

 
47,833

 

 

 
47,833


 
December 31, 2012
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
98,724

 
$
98,724

 
$
98,724

 
$

 
$

Interest-bearing deposits
4,258

 
4,258

 
4,258

 

 

Securities available for sale
1,171,303

 
1,171,303

 
555

 
1,145,955

 
24,793

Other investments
28,228

 
28,228

 

 
28,228

 

Loans
4,204,704

 
4,245,114

 

 
82,949

 
4,162,165

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
4,557,881

 
4,493,764

 

 
4,493,764

 

Short-term borrowings
356,227

 
356,221

 

 
356,221

 

Long-term debt
174,471

 
176,178

 

 
176,178

 

Subordinated debt
105,750

 
76,735

 

 

 
76,735



Note 13 Derivatives
First Commonwealth is a party to interest rate derivatives that are not designated as accounting hedges. These derivatives relate to interest rate swaps that First Commonwealth enters into with customers to allow customers to convert variable rate loans to a fixed rate. First Commonwealth pays interest to the customer at a floating rate on the notional amount and receives interest from the customer at a fixed rate for the same notional amount. At the same time the interest rate swap is entered into with the customer, an offsetting interest rate swap is entered into with another financial institution. First Commonwealth pays the other financial institution interest at the same fixed rate on the same notional amount as the swap entered into with the customer, and receives interest from the financial institution for the same floating rate on the same notional amount. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss of given default for all counterparties.

36

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1. Financial Statements and Supplementary Data
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We have twelve risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution.
The fee received, less the estimate of the loss for the credit exposure, was recognized in earnings at the time of the transaction.
The following table depicts the credit value adjustment recorded related to the notional amount of derivatives outstanding as well as the notional amount of risk participation agreements participated to other banks:
 
 
June 30, 2013
 
December 31, 2012
 
(dollars in thousands)
Credit value adjustment
$
(284
)
 
$
(2,207
)
Notional Amount:
 
 
 
Interest rate derivatives
279,920

 
223,448

Risk participation agreements
79,411

 
71,390

Sold credit protection on risk participation agreements
(19,383
)
 

 
The table below presents the amount representing the change in the fair value of derivative assets and derivative liabilities attributable to credit risk included in other income on the Condensed Consolidated Statements of Income:
 
For the Three-Months Ended June 30
 
For the Six-Months Ended June 30
 
2013
 
2012
 
2013
 
2012
 
(dollars in thousands)
Non-hedging interest rate derivatives:
 
 
 
 
 
 
 
Increase in other income
$
78

 
$
144

 
$
1,067

 
$
750

Note 14 Goodwill
FASB ASC Topic 350-20, “Intangibles – Goodwill and Other” requires an annual valuation of the fair value of a reporting unit that has goodwill and a comparison of the fair value to the book value of equity to determine whether the goodwill has been impaired. Goodwill is also required to be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. When triggering events or circumstances indicate goodwill testing is required, an assessment of qualitative factors can be completed before performing the two step goodwill impairment test. ASU 2011-8 provides that if an assessment of qualitative factors determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then the two step goodwill impairment test is not required.
First Commonwealth is considered to be one reporting unit. The carrying amount of goodwill as of June 30, 2013 and December 31, 2012 was $159.9 million. No impairment charges on goodwill or other intangible assets were incurred in 2013 or 2012.
We test goodwill for impairment as of November 30th each year and again at any quarter-end if any material events occur during a quarter that may affect goodwill. An assessment of qualitative factors was completed as of June 30, 2013 and indicated that it is more likely than not that the fair value of First Commonwealth exceeds its carrying amount, therefore the two step goodwill impairment test was not considered necessary. The assessment of qualitative factors incorporated the results of the Step 1 goodwill impairment test completed as of November 30, 2012 as well as macroeconomic factors, industry and market considerations, the company’s overall financial performance, and other company specific events occurring since the completion of the November 30, 2012 test.
As of June 30, 2013, goodwill was not considered impaired; however, changing economic conditions that may adversely affect our performance, fair value of our assets and liabilities, or stock price could result in impairment, which could adversely affect earnings in future periods. Management will continue to monitor events that could impact this conclusion in the future.
Note 15 New Accounting Pronouncements

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This amendment addresses the previously deferred portions of ASU

37


2011-05 related to reclassifications out of accumulated other comprehensive income. This amendment requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to report the effect of significant reclassifications out of AOCI on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. 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 other disclosures required under U.S. GAAP that provide additional detail about those amounts. The adoption of this ASU did not have a material impact on First Commonwealth’s financial condition or results of operations.

38

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
This discussion and the related financial data are presented to assist in the understanding and evaluation of the consolidated financial condition and the results of operations of First Commonwealth Financial Corporation including its subsidiaries (“First Commonwealth”) for the three- and six-months ended June 30, 2013 and 2012, and should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this Form 10-Q.
Forward-Looking Statements
Certain statements contained in this report that are not historical facts may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate” or words of similar meaning. These forward-looking statements are subject to significant risks, assumptions and uncertainties, and could be affected by many factors. The following list, which is not intended to be an all-encompassing list of risks and uncertainties affecting us, summarizes several factors that could cause our actual results to differ materially from those anticipated or expected in these forward-looking statements:
continued weakness in economic and business conditions, both nationally and in our markets, which could cause deterioration in credit quality, a further reduction in demand for credit and/or a further decline in real estate values;
prolonged low interest rates, which could reduce our net interest margin;
increases in defaults by borrowers and other delinquencies, which could result in increases in our provision for credit losses and related expenses;
further declines in the market value of investment securities that are considered to be other-than-temporary, which would negatively impact our earnings and capital levels;
cyber-attacks and fraud, which could disrupt our systems and services, breach the privacy of our customer and business information or result in loss of client assets;
further declines in the valuations of real estate, which could negatively affect the creditworthiness of our borrowers and the value of collateral securing our loans;
the assumptions used in calculating the appropriate amount to be placed into our allowance for credit losses may prove to be inaccurate;
restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals;
legislative and regulatory changes, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, subject us to additional regulatory oversight which may result in increased compliance costs and/or require us to change our business model;
changes in accounting standards and compliance requirements may have an adverse affect on our operating results and financial condition;
competitive pressures among depository and other financial institutions, some of which may have greater financial resources or more attractive product or service offerings, may adversely affect growth or profitability of our products and services; and
other risks and uncertainties described in this report and in the other reports that we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K.
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements in this report. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Explanation of Use of Non-GAAP Financial Measure
In addition to the results of operations presented in accordance with generally accepted accounting principles (“GAAP”), First Commonwealth management uses, and this quarterly report contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis. We believe this non-GAAP financial measure provides information useful to investors in understanding our underlying operational performance and our business and performance trends as it facilitates comparison with the performance of others in the financial services industry. Although we believe that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP.

39

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per the Condensed Consolidated Statements of Income is reconciled to net interest income adjusted to a fully taxable equivalent basis on page 41 for the six-months ended June 30, 2013 and 2012.
Results of Operations
Six-Months Ended June 30, 2013 Compared to Six-Months Ended June 30, 2012
Net Income
For the six-months ended June 30, 2013, First Commonwealth had net income of $16.4 million, or $0.17 per share, compared to net income of $23.4 million or $0.22 per share in the six-months ended June 30, 2012. The decrease in net income was caused by declines in net interest and noninterest income as well as a higher provision for credit losses, partially offset by reductions in noninterest expense.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $93.2 million in the first six months of 2013 compared to $97.4 million for the same period in 2012. Net interest income comprises a majority of our operating revenue (net interest income before the provision plus noninterest income) at 75% and 74% for the six-months ended June 30, 2013 and 2012, respectively.
Net interest margin, on a fully taxable equivalent basis, was 3.40% for the six-months ended June 30, 2013 compared to 3.68% for the six-months ended June 30, 2012. The 28 basis point decline was affected by both changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities. The recognition in 2012 of $1.0 million in interest income related to the payoff of a loan that was previously in nonaccrual status also contributed to the decline, increasing the net interest margin by four basis points for the six-months ended June 30, 2012.
 
The low interest rate environment and resulting decline in rates earned on interest-earning assets challenged the net interest margin during the six-months ended June 30, 2013. New volume spreads for the commercial portfolio resulted from a disciplined pricing approach; however competitive pricing pressures have resulted in reduced spreads on consumer loans, specifically home equity and indirect loans. Also contributing to lower yields on earnings assets is the runoff of existing assets which are earning higher interest rates and growth in the investment portfolio. Growth in earning assets has helped to offset the impact of runoff, as average earning assets for the six-months ended June 30, 2013 increased $200.5 million, or 4%, compared to the comparable period in 2012. However, approximately 44% of the growth in earning assets relates to the investment portfolio, which is earning approximately 200 basis points less than growth in the loan portfolio. Investment portfolio purchases during the six-months ended June 30, 2013, have been primarily in mortgage-related assets with approximate durations of 36-48 months. The majority of these investments have monthly principal payments which will provide for reinvestment opportunities as interest rates rise. It is expected that the challenges to the net interest margin will continue as $2.8 billion in interest-sensitive assets either reprice or mature over the next twelve months.
The taxable equivalent yield on interest-earning assets was 3.82% for the six-months ended June 30, 2013, a decrease of 47 basis points from the 4.29% yield for the same period in 2012. This decline can be attributed to the repricing of our adjustable rate assets in a declining interest rate environment as well as lower interest rates available on new investments and loans. Reductions in the cost of interest-bearing liabilities partially offset the impact of lower yields on interest-earning assets. The cost of interest-bearing liabilities was 0.53% for the six-months ended June 30, 2013, compared to 0.76% for the same period in 2012.
Comparing the six-months ended June 30, 2013 with the same period in 2012, changes in interest rates negatively impacted net interest income by $7.0 million. The lower yield on interest-earning assets adversely impacted net interest income by $12.7 million, while the decline in the cost of interest-bearing liabilities had a positive impact of $5.7 million. We have been able to partially mitigate the impact of lower interest rates and the effect on net interest income through improving the mix of deposit and borrowed funds, loan growth and increasing our investment volumes within established interest rate risk management guidelines. As part of these strategies, on April 1, 2013, the Company redeemed $32.5 million in issued and outstanding 9.50% mandatorily redeemable capital securities issued by First Commonwealth Capital Trust I and replaced the funds with lower cost funding alternatives.
While decreases in interest rates and yields compressed the net interest margin, increases in average interest-earning assets tempered the effect on net interest income. Changes in the volumes of interest-earning assets and interest-bearing liabilities

40

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


positively impacted net interest income by $2.8 million in the six-months ended June 30, 2013 compared to the same period in 2012. Higher levels of interest-earning assets resulted in an increase of $3.9 million in interest income, while volume changes primarily attributed to long term borrowings increased interest expense by $1.1 million.
Positively affecting net interest income was a $74.5 million increase in average net free funds at June 30, 2013 as compared to June 30, 2012. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets. The largest component of the increase in net free funds was an increase in noninterest-bearing demand deposit average balances as a result of marketing promotions aimed at attracting new and retaining existing customers. Additionally, higher costing time deposits continue to mature and reprice to lower costing certificates or other deposit alternatives. Average time deposits for the six-months ended June 30, 2013 decreased $5.1 million compared to the comparable period in 2012. The positive change in deposit mix is expected to continue as $700.8 million in certificates of deposits either mature or reprice over the next twelve months.
 
The following table reconciles interest income in the Condensed Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the six-months ended June 30:
 
 
2013
2012
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
102,742

$
111,328

Adjustment to fully taxable equivalent basis
2,058

2,307

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
104,800

113,635

Interest expense
11,626

16,240

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
93,174

$
97,395




41

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The following is an analysis of the average balance sheets and net interest income on a fully taxable equivalent basis, for the six-months ended June 30:
 
 
2013
2012
 
Average
Balance
Income /
Expense (a)
Yield
or
Rate
Average
Balance
Income /
Expense (a)
Yield
or
Rate
 
(dollars in thousands)
Assets
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
Interest-bearing deposits with banks
$
3,149

$
3

0.19
%
$
3,580

$
2

0.11
%
Tax-free investment securities (e)
85

3

7.40

454

16

7.09

Taxable investment securities
1,281,409

14,494

2.28

1,192,914

16,868

2.84

Loans, net of unearned income (b)(c)
4,242,800

90,300

4.29

4,129,977

96,749

4.71

Total interest-earning assets
5,527,443

104,800

3.82

5,326,925

113,635

4.29

Noninterest-earning assets:
 
 
 
 
 
 
Cash
71,883

 
 
74,069

 
 
Allowance for credit losses
(66,572
)
 
 
(64,203
)
 
 
Other assets
568,260

 
 
586,509

 
 
Total noninterest-earning assets
573,571

 
 
596,375

 
 
Total Assets
$
6,101,014

 
 
$
5,923,300

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
677,879

$
130

0.04
%
$
636,382

$
158

0.05
%
Savings deposits (d)
1,940,790

1,682

0.17

1,928,454

2,299

0.24

Time deposits
1,179,196

6,386

1.09

1,184,338

9,433

1.60

Short-term borrowings
400,827

507

0.26

378,407

506

0.27

Long-term debt
250,569

2,921

2.35

195,614

3,844

3.95

Total interest-bearing liabilities
4,449,261

11,626

0.53

4,323,195

16,240

0.76

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
861,486

 
 
780,611

 
 
Other liabilities
48,064

 
 
50,519

 
 
Shareholders’ equity
742,203

 
 
768,975

 
 
Total noninterest-bearing funding sources
1,651,753

 
 
1,600,105

 
 
Total Liabilities and Shareholders’ Equity
$
6,101,014

 
 
$
5,923,300

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
93,174

3.40
%
 
$
97,395

3.68
%
 
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.
(c)
Loan income includes loan fees earned.
(d)
Average balances do not include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.
(e)
Yield for six-months ended June 30, 2013 calculated using fully taxable equivalent interest income of $3,112.

 

42

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The following table shows the effect of changes in volumes and rates on interest income and interest expense for the six-months ended June 30, 2013 compared with June 30, 2012:
 
 
 
Analysis of Year-to-Year Changes in Net Interest Income
 
 
Total
Change
 
Change Due To
Volume
 
Change Due To
Rate (a)
 
 
(dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
Interest-bearing deposits with banks
 
$
1

 
$

 
$
1

Tax-free investment securities
 
(13
)
 
(13
)
 

Taxable investment securities
 
(2,374
)
 
1,250

 
(3,624
)
Loans
 
(6,449
)
 
2,642

 
(9,091
)
Total interest income (b)
 
(8,835
)
 
3,879

 
(12,714
)
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
(28
)
 
10

 
(38
)
Savings deposits
 
(617
)
 
15

 
(632
)
Time deposits
 
(3,047
)
 
(41
)
 
(3,006
)
Short-term borrowings
 
1

 
30

 
(29
)
Long-term debt
 
(923
)
 
1,079

 
(2,002
)
Total interest expense
 
(4,614
)
 
1,093

 
(5,707
)
Net interest income
 
$
(4,221
)
 
$
2,786

 
$
(7,007
)
 
(a)
Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.
(b)
Changes in interest income have been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
Provision for Credit Losses
The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed or probable losses inherent in the loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for credit losses is an amount added to the allowance against which credit losses are charged.
 
The table below provides a breakout of the provision for credit losses by loan category for the six-months ended June 30:
 
 
2013
 
2012
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
10,680

70
%
 
$
4,495

56
 %
Real estate construction
14


 
1,493

18

Residential real estate
362

2

 
554

7

Commercial real estate
2,817

19

 
(968
)
(12
)
Loans to individuals
1,428

9

 
1,439

18

Unallocated
(4
)

 
1,071

13

Total
$
15,297

100
%
 
$
8,084

100
 %
The provision for credit losses for the six-months ended June 30, 2013 increased in comparison to the six-months ended June 30, 2012, by $7.2 million or 89%. The majority of the 2013 provision expense, or $13.5 million of the $15.3 million, related to two commercial borrowers. Deterioration in the value of certain assets of a local real estate developer, for which net equity is our expected repayment source, resulted in additional provision expense of $10.4 million and a related charge-off of $13.1 million. The carrying value of this loan is now $5.5 million, with a specific reserve of $2.7 million. In addition, two non-accrual commercial real estate loans which were sold in the first quarter of 2013, required a combined charge-off and related provision expense of $3.1 million. These loans relate to a $15.5 million loan secured by an apartment building in eastern

43

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Pennsylvania and a $1.7 million loan secured by mixed use property in eastern Pennsylvania. Also impacting provision expense during 2013, is the relief of $0.9 million in specific reserves related to a $2.5 million loan to a western Pennsylvania in-patient facility as a result of the pay-off of the loan in early July 2013 and the relief of $0.4 million in specific reserves related to a western Pennsylvania excavation company which was returned to accrual status during the second quarter of 2013.
Credit losses in the first six months of 2013, exceeded the provision for credit losses due to charge-offs taken on two nonaccrual loans for which the specific reserves were provided for in 2012. This includes $2.8 million charge-off taken on a loan to a western Pennsylvania non-profit healthcare facility who recently filed for bankruptcy and a $2.5 million charge-off for a western Pennsylvania student housing project for which the bank has begun the foreclosure process.
The allowance for credit losses was $57.5 million, or 1.36%, of total loans outstanding at June 30, 2013, compared to $67.2 million, or 1.60%, at December 31, 2012 and $61.7 million, or 1.48%, at June 30, 2012. The decline compared to December 31, 2012, can be attributed to a $64.9 million, or 22%, decrease in criticized loans, which includes a reduction of $34.5 million, or 32%, in nonperforming loans. Nonperforming loans as a percentage of total loans decreased to 1.73% at June 30, 2013 from 2.56% at December 31, 2012 and 2.04% as of June 30, 2012. The allowance to nonperforming loan ratio was 79%, 62% and 73% as of June 30, 2013, December 31, 2012, and June 30, 2012, respectively.
 
Below is an analysis of the consolidated allowance for credit losses for the six-months ended June 30, 2013 and 2012 and the year-ended December 31, 2012:
 
 
 
June 30, 2013
 
June 30, 2012
 
December 31, 2012
 
 
(dollars in thousands)
Balance, beginning of period
 
$
67,187

 
$
61,234

 
$
61,234

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
14,221

 
3,668

 
5,207

Real estate construction
 
755

 
340

 
3,601

Residential real estate
 
643

 
2,454

 
3,828

Commercial real estate
 
9,238

 
541

 
851

Loans to individuals
 
1,755

 
1,738

 
3,482

Total loans charged off
 
26,612

 
8,741

 
16,969

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
264

 
275

 
443

Real estate construction
 
59

 
92

 
582

Residential real estate
 
812

 
282

 
422

Commercial real estate
 
108

 
186

 
410

Loans to individuals
 
337

 
264

 
521

Total recoveries
 
1,580

 
1,099

 
2,378

Net credit losses
 
25,032

 
7,642

 
14,591

Provision charged to expense
 
15,297

 
8,084

 
20,544

Balance, end of period
 
$
57,452

 
$
61,676

 
$
67,187


44

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Noninterest Income
The following table presents the components of noninterest income for the six-months ended June 30: 
 
 
2013
 
2012
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
3,271

 
$
3,149

 
$
122

 
4
 %
Service charges on deposit accounts
 
7,216

 
7,239

 
(23
)
 

Insurance and retail brokerage commissions
 
2,801

 
3,094

 
(293
)
 
(9
)
Income from bank owned life insurance
 
2,860

 
2,904

 
(44
)
 
(2
)
Card related interchange income
 
6,678

 
6,399

 
279

 
4

Other income
 
5,215

 
6,382

 
(1,167
)
 
(18
)
Subtotal
 
28,041

 
29,167

 
(1,126
)
 
(4
)
Net securities gains
 
8

 

 
8

 
N/A

Gain on sale of assets
 
700

 
3,559

 
(2,859
)
 
(80
)
Derivatives mark to market
 
1,067

 
750

 
317

 
42

Total noninterest income
 
$
29,816

 
$
33,476

 
$
(3,660
)
 
(11
)%
 
Noninterest income, excluding net securities gains, gain on sale of assets and the derivative mark to market adjustment decreased $1.1 million, or 4%, for the first six months of 2013 compared to 2012. The most notable change in this total is the $1.2 million decrease in the other income category, which is largely attributable to a $0.9 million decline in income from other real estate owned. The change in other real estate owned income is primarily the result of rental income received in 2012 from a western Pennsylvania office complex foreclosed on at the end of the first quarter of 2011 and sold in March 2012.
Total noninterest income decreased $3.7 million in comparison to the six-months ended June 30, 2012. The most significant change in noninterest income, in addition to the aforementioned changes, was a $2.9 million decrease in gain on sale of assets. The higher level of gains in 2012 is primarily the result of a $2.9 million gain recognized on the sale of two commercial real estate loans in the first half of 2012 compared to gains of $0.4 million recognized on the sale of loans in the first half of 2013.
Noninterest Expense
The following table presents the components of noninterest expense for the six-months ended June 30: 
 
 
2013
 
2012
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
43,290

 
$
44,121

 
$
(831
)
 
(2
)%
Net occupancy expense
 
6,856

 
6,707

 
149

 
2

Furniture and equipment expense
 
6,569

 
6,208

 
361

 
6

Data processing expense
 
3,019

 
3,359

 
(340
)
 
(10
)
Pennsylvania shares tax expense
 
2,707

 
2,693

 
14

 
1

Intangible amortization
 
655

 
742

 
(87
)
 
(12
)
Collection and repossession expense
 
2,002

 
3,369

 
(1,367
)
 
(41
)
Other professional fees and services
 
1,917

 
2,139

 
(222
)
 
(10
)
FDIC insurance
 
2,134

 
2,499

 
(365
)
 
(15
)
Other operating expenses
 
12,144

 
12,974

 
(830
)
 
(6
)
Subtotal
 
81,293

 
84,811

 
(3,518
)
 
(4
)
Loss on sale or write-down of assets
 
530

 
3,789

 
(3,259
)
 
(86
)
Loss on redemption of subordinated debt
 
1,629

 

 
1,629

 
N/A

Total noninterest expense
 
$
83,452

 
$
88,600

 
$
(5,148
)
 
(6
)%


45

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Noninterest expense, excluding loss on sale or write-down of assets and loss on redemption of subordinated debt, decreased $3.5 million, or 4%, for the the first six months of 2013 compared to 2012. The 2013 decrease is largely attributable to lower levels of expenses related to problem credits. Specifically, collection and repossession expense declined $1.4 million, or 41%, as a result of resolving several large credits during the past twelve months.

Salaries and benefits expense decreased $0.8 million in 2013 despite a $0.8 million increase in hospitalization expense, primarily due to a $0.5 million decrease in severance costs and a $0.4 million decrease in expense related to the employee stock ownership plan ("ESOP"). The borrowing that leveraged the shares of the ESOP was paid off in November 2012 and the plan was terminated in December of 2012. As a result, there is no longer any compensation expense related to the plan.

Data processing expense decreased $0.3 million as a result of a 2013 change in vendors which provided savings of $0.4 million in ATM/debit card related expenses.

The $0.4 million decrease in FDIC insurance can be attributed to improved credit metrics used when determining assessment rates.

Other operating expenses decreased $0.8 million in 2013, as a result a $0.8 million decrease in the reserve for off-balance sheet commitments as well as a $0.4 million decrease in both advertising and contributions. These decreases were partially offset by an $0.8 million reserve established for resolution of a 1099 reporting issue.

Additionally, the decline in loss on sale or write-down of assets is primarily attributable to the $2.8 million write-down on one OREO property recognized in the first half of 2012. There were no material OREO write-downs recognized in the first half of 2013.

As a result of the April 1, 2013 early redemption of $32.5 million in redeemable capital securities issued by First Commonwealth Capital Trust I, a loss of $1.6 million was recognized. This loss includes a $1.1 million prepayment penalty and $0.5 million of unamortized deferred issuance costs.
Income Tax
The provision for income taxes decreased $2.7 million for the six-months ended June 30, 2013, compared to the corresponding period in 2012. The lower provision for income taxes was primarily the result of a $9.7 million decline in the level of net income before tax.
We applied the “annual effective tax rate approach” to determine the provision for income taxes, which applies an annual forecast of tax expense as a percentage of expected full year income for the six-months ended June 30, 2013 and 2012.
We generate an annual effective tax rate that is less than the statutory rate of 35% due to benefits resulting from tax-exempt interest, income from bank owned life insurance and tax benefits associated with low income housing tax credits, which are relatively consistent regardless of the level of pretax income. The level of tax benefits that reduce our tax rate below the 35% statutory rate produced an annual effective tax rate of 26.2% and 26.7% for the six-months ended June 30, 2013 and 2012, respectively.
As of June 30, 2013, our deferred tax assets totaled $70.0 million. Based on our evaluation as of June 30, 2013, we determined that it is more likely than not that all of these assets will be realized. As a result, we did not record a valuation allowance against these assets. In evaluating the need for a valuation allowance, we estimate future taxable income based on management approved forecasts, evaluation of historical earning levels and consideration of potential tax strategies. If future events differ from our current forecasts, we may need to establish a valuation allowance, which could have a material impact on our financial condition and results of operations.
Three-Months Ended June 30, 2013 Compared to Three-Months Ended June 30, 2012

Net Income
For the three-months ended June 30, 2013, First Commonwealth had net income of $5.8 million, or $0.06 per share, compared to net income of $12.3 million or $0.12 per share in the three-months ended June 30, 2012. The decrease in net income was caused by declines in net interest and noninterest income as well as a higher provision for credit losses.


46

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $46.7 million in the three-months ended June 30, 2013 compared to $48.0 million for the same period in 2012.
Net interest margin, on a fully taxable equivalent basis, was 3.35% for the three-months ended June 30, 2013 compared to 3.61% for the three-months ended June 30, 2012. The 26 basis point decline in the net interest margin was affected by both changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities.
 
Despite a disciplined pricing approach for maintaining the level of new volume spreads on commercial loans, runoff of existing assets earning higher interest rates has continued to provide for lower yields on earning assets. Additionally, competitive pricing pressures on consumer loans has resulted in narrowing spreads for these loans. Growth in earning assets has helped to offset the impact of runoff, as average earning assets for the three-months ended June 30, 2013 increased $238.2 million, or 4%, compared to the comparable period in 2012. However, approximately 51% of the growth in earning assets relates to the investment portfolio, which is earning approximately 200 basis points less than the growth in the loan portfolio.
The taxable equivalent yield on interest-earning assets was 3.73% for the three-months ended June 30, 2013, a decrease of 46 basis points from the 4.19% yield for the same period in 2012. This decline can be attributed to the repricing of our adjustable rate assets in a declining rate environment as well as lower interest rates available on new investments and loans. Reductions in the cost of interest-bearing liabilities partially offset the impact of lower yields on interest-earning assets. The cost of interest-bearing liabilities was 0.47% for the three-months ended June 30, 2013, compared to 0.72% for the same period in 2012.
Comparing the three-months ended June 30, 2013 with the same period in 2012, changes in interest rates negatively impacted net interest income by $2.8 million. The lower yield on interest-earning assets adversely impacted net interest income by $6.0 million, while the decline in the cost of interest-bearing liabilities had a positive impact of $3.1 million. We have been able to partially mitigate the impact of lower interest rates and the effect on net interest income through improving the mix of deposit and borrowed funds, loan growth and increasing our investment volumes within established interest rate risk management guidelines. As part of these strategies, on April 1, 2013, the Company redeemed $32.5 million in issued and outstanding 9.50% mandatorily redeemable capital securities issued by First Commonwealth Capital Trust I and replaced the funds with lower cost funding alternatives.
While decreases in interest rates and yields compressed the net interest margin, increases in average interest-earning assets tempered the effect on net interest income. Changes in the volumes of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $1.6 million in the three-months ended June 30, 2013 compared to the same period in 2012. Higher levels of interest-earning assets resulted in an increase of $2.2 million in interest income, while volume changes primarily attributed to the mix of deposits increased interest expense by $0.6 million.
Positively affecting net interest income was a $49.4 million increase in average net free funds at June 30, 2013 as compared to June 30, 2012. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets. The largest component of the increase in net free funds was an increase in noninterest-bearing demand deposit average balances as a result of marketing promotions aimed at attracting new and retaining existing customers. Additionally, higher costing time deposits continue to mature and reprice to lower costing certificates or other deposit alternatives. Average time deposits for the three-months ended June 30, 2013 increased $51.4 million, or 4%, compared to the comparable period in 2012 due to the purchase of brokered certificates of deposit which provide a lower costing funding source. The positive change in deposit mix is expected to continue as $700.8 million in certificates of deposits either mature or reprice over the next twelve months.
 
The following table reconciles interest income in the Condensed Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the three-months ended June 30:

 
2013
 
2012
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
50,981

 
$
54,712

Adjustment to fully taxable equivalent basis
1,030

 
1,090

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
52,011

 
55,802

Interest expense
5,283

 
7,794

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
46,728

 
$
48,008



47

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The following is an analysis of the average balance sheets and net interest income on a fully taxable equivalent basis, for the three-months ended June 30:

 
 
2013
 
2012
 
 
Average
Balance
 
Income /
Expense (a)
 
Yield
or
Rate
 
Average
Balance
 
Income /
Expense (a)
 
Yield
or
Rate
 
 
(dollars in thousands)
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
 
$
2,954

 
$
2

 
0.27
%
 
$
3,384

 
$
1

 
0.12
%
Tax-free investment securities (e)
 
84

 
2

 
7.41

 
452

 
8

 
7.12

Taxable investment securities
 
1,327,714

 
7,349

 
2.22

 
1,207,053

 
8,298

 
2.76

Loans, net of unearned income (b)(c)
 
4,262,773

 
44,658

 
4.20

 
4,144,470

 
47,495

 
4.61

Total interest-earning assets
 
5,593,525

 
52,011

 
3.73

 
5,355,359

 
55,802

 
4.19

Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
73,123

 
 
 
 
 
74,465

 
 
 
 
Allowance for credit losses
 
(64,333
)
 
 
 
 
 
(63,948
)
 
 
 
 
Other assets
 
569,028

 
 
 
 
 
579,371

 
 
 
 
Total noninterest-earning assets
 
577,818

 
 
 
 
 
589,888

 
 
 
 
Total Assets
 
$
6,171,343

 
 
 
 
 
$
5,945,247

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits (d)
 
$
689,644

 
$
65

 
0.04
%
 
$
648,244

 
$
61

 
0.04
%
Savings deposits (d)
 
1,940,868

 
762

 
0.16

 
1,905,168

 
994

 
0.21

Time deposits
 
1,216,403

 
3,180

 
1.05

 
1,165,009

 
4,588

 
1.58

Short-term borrowings
 
445,249

 
287

 
0.26

 
422,361

 
279

 
0.27

Long-term debt
 
221,310

 
989

 
1.79

 
183,890

 
1,872

 
4.09

Total interest-bearing liabilities
 
4,513,474

 
5,283

 
0.47

 
4,324,672

 
7,794

 
0.72

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
 
873,827

 
 
 
 
 
796,555

 
 
 
 
Other liabilities
 
46,847

 
 
 
 
 
50,724

 
 
 
 
Shareholders’ equity
 
737,195

 
 
 
 
 
773,296

 
 
 
 
Total noninterest-bearing funding sources
 
1,657,869

 
 
 
 
 
1,620,575

 
 
 
 
Total Liabilities and Shareholders’ Equity
 
$
6,171,343

 
 
 
 
 
$
5,945,247

 
 
 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
 
 
$
46,728

 
3.35
%
 
 
 
$
48,008

 
3.61
%

(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.
(c)
Loan income includes loan fees earned.
(d)
Average balances do not include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.
(e)
Yield for three months ended June 30, 2013 calculated using fully taxable equivalent interest income of $1,555.

 

48

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The following table shows the effect of changes in volumes and rates on interest income and interest expense for the three-months ended June 30, 2013 compared with June 30, 2012:

 
 
Analysis of Year-to-Year Changes in Net Interest Income
 
 
Total
Change
 
Change Due To
Volume
 
Change Due To
Rate (a)
 
 
(dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
Interest-bearing deposits with banks
 
$
1

 
$

 
$
1

Tax-free investment securities
 
(6
)
 
(7
)
 
1

Taxable investment securities
 
(949
)
 
828

 
(1,777
)
Loans
 
(2,837
)
 
1,356

 
(4,193
)
Total interest income (b)
 
(3,791
)
 
2,177

 
(5,968
)
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
4

 
4

 

Savings deposits
 
(232
)
 
19

 
(251
)
Time deposits
 
(1,408
)
 
202

 
(1,610
)
Short-term borrowings
 
8

 
15

 
(7
)
Long-term debt
 
(883
)
 
381

 
(1,264
)
Total interest expense
 
(2,511
)
 
621

 
(3,132
)
Net interest income
 
$
(1,280
)
 
$
1,556

 
$
(2,836
)
(a)
Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.
(b)
Changes in interest income have been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.

Provision for Credit Losses
The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed or probable losses inherent in the loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for credit losses is an amount added to the allowance against which credit losses are charged.
 
The table below provides a breakout of the provision for credit losses by loan category for the three-months ended June 30:
 
 
2013
 
2012
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
9,847

91
 %
 
$
2,876

67
 %
Real estate construction
1,137

11

 
1,688

39

Residential real estate
922

8

 
510

12

Commercial real estate
(1,659
)
(15
)
 
(1,455
)
(34
)
Loans to individuals
527

5

 
608

14

Unallocated
26


 
70

2

Total
$
10,800

100
 %
 
$
4,297

100
 %
The provision for credit losses for the three-months ended June 30, 2013 increased in comparison to the three-months ended June 30, 2012, by $6.5 million or 151%. The majority of the provision for credit losses during the three-months ended June 30, 2013, or $10.1 million of the $10.8 million, was the result of one commercial borrower. As previously noted, deterioration in the value of certain assets of a local real estate developer, for which net equity is our expected repayment source, resulted in additional provision expense of $10.1 million during the three-months ended June 30, 2013. Also impacting provision expense is the relief of $0.3 million in specific reserves related to a $2.5 million loan to a western Pennsylvania in-patient facility resulting from the pay-off of the loan in early July 2013 and the relief of $0.4 million in specific reserves related to a western

49

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Pennsylvania excavation company. Credit losses in the second quarter exceeded the provision for credit losses due to the $10.1 million impact noted above.  

Below is an analysis of the consolidated allowance for credit losses for the three-months ended June 30, 2013 and 2012 and March 31, 2013:

 
 
June 30, 2013
 
June 30, 2012
 
March 31, 2013
 
 
(dollars in thousands)
Balance, beginning of period
 
$
62,262

 
$
60,732

 
$
67,187

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
13,683

 
1,754

 
538

Real estate construction
 
671

 
150

 
84

Residential real estate
 
321

 
742

 
322

Commercial real estate
 
694

 
306

 
8,544

Loans to individuals
 
767

 
797

 
988

Total loans charged off
 
16,136

 
3,749

 
10,476

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
136

 
37

 
128

Real estate construction
 
47

 
36

 
12

Residential real estate
 
89

 
149

 
723

Commercial real estate
 
11

 
28

 
97

Loans to individuals
 
243

 
146

 
94

Total recoveries
 
526

 
396

 
1,054

Net credit losses
 
15,610

 
3,353

 
9,422

Provision charged to expense
 
10,800

 
4,297

 
4,497

Balance, end of period
 
$
57,452

 
$
61,676

 
$
62,262

Noninterest Income
The following table presents the components of noninterest income for the three-months ended June 30: 
 
 
2013
 
2012
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
1,608

 
$
1,607

 
$
1

 
 %
Service charges on deposit accounts
 
3,815

 
3,737

 
78

 
2

Insurance and retail brokerage commissions
 
1,384

 
1,670

 
(286
)
 
(17
)
Income from bank owned life insurance
 
1,432

 
1,459

 
(27
)
 
(2
)
Card related interchange income
 
3,490

 
3,285

 
205

 
6

Other income
 
2,695

 
2,749

 
(54
)
 
(2
)
Subtotal
 
14,424

 
14,507

 
(83
)
 
(1
)
Net securities gains
 
4

 

 
4

 
N/A

Gain on sale of assets
 
425

 
1,444

 
(1,019
)
 
(71
)
Derivatives mark to market
 
78

 
145

 
(67
)
 
(46
)
Total noninterest income
 
$
14,931

 
$
16,096

 
$
(1,165
)
 
(7
)%
 
Noninterest income, excluding net securities gains, gain on sale of assets and the derivative mark to market adjustment decreased $0.1 million, or 1%, for the three-months ended June 30, 2013 compared to the same period in 2012.
Total noninterest income decreased $1.2 million in comparison to the three-months ended June 30, 2012. The most significant changes in noninterest income, in addition to the aforementioned changes, was a $1.0 million decrease in gain on sale of assets. The higher level of gains in 2012 is primarily the result of a $1.1 million gain recognized on the sale of a loan in April 2012 compared to a $0.3 million gain recognized on the sale of loans in June 2013.

50

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Noninterest Expense
The following table presents the components of noninterest expense for the three-months ended June 30: 
 
 
2013
 
2012
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
21,497

 
$
22,363

 
$
(866
)
 
(4
)%
Net occupancy expense
 
3,221

 
3,303

 
(82
)
 
(2
)
Furniture and equipment expense
 
3,297

 
3,024

 
273

 
9

Data processing expense
 
1,503

 
1,796

 
(293
)
 
(16
)
Pennsylvania shares tax expense
 
1,517

 
1,510

 
7

 

Intangible amortization
 
297

 
371

 
(74
)
 
(20
)
Collection and repossession expense
 
851

 
670

 
181

 
27

Other professional fees and services
 
948

 
940

 
8

 
1

FDIC insurance
 
1,084

 
1,262

 
(178
)
 
(14
)
Other operating expenses
 
5,811

 
6,109

 
(298
)
 
(5
)
Subtotal
 
40,026

 
41,348

 
(1,322
)
 
(3
)
Loss on sale or write-down of assets
 
343

 
500

 
(157
)
 
(31
)
Loss on redemption of subordinated debt
 
1,629

 

 
1,629

 
N/A

Total noninterest expense
 
$
41,998

 
$
41,848

 
$
150

 
 %

Noninterest expense before loss on sale or write-down of assets and the loss on redemption of subordinated debt decreased $1.3 million, or 3%, when comparing the three-months ended June 30, 2013 to the same period in 2012 primarily due to a $0.9 million decrease in salaries and employee benefits expense.

Salaries and benefits expense decreased $0.9 million in the three-months ended June 30, 2013 as the result of a $0.6 million decrease in severance costs and a $0.2 million decrease in expense related to the ESOP benefit. As previously noted, there was no compensation expense in 2013 related to the ESOP because the plan was terminated in December 2012.

The $0.3 million decrease in data processing expense can be attributed to savings in ATM/debit card related expenses as the result of a vendor change in 2013.

Offsetting the reduced levels of non-interest expense noted above, is the recognition of a $1.6 million loss on the redemption of subordinated debt during the three-months ended June 30, 2013. This debt was redeemed on April 1, 2013 and the loss recorded reflects the premium paid at redemption and the recognition of unamortized deferred issuance costs.

Income Tax
The provision for income taxes decreased $2.5 million for the three-months ended June 30, 2013, compared to the corresponding period in 2012. The lower provision for income taxes was primarily the result of a $9.0 million decline in the level of net income before tax.
We applied the “annual effective tax rate approach” to determine the provision for income taxes, which applies an annual forecast of tax expense as a percentage of expected full year income for the three-months ended June 30, 2013 and 2012.
We generate an annual effective tax rate that is less than the statutory rate of 35% due to benefits resulting from tax-exempt interest, income from bank owned life insurance and tax benefits associated with low income housing tax credits, which are relatively consistent regardless of the level of pretax income. The level of tax benefits that reduce our tax rate below the 35% statutory rate produced an annual effective tax rate of 25.7% and 27.0% for the three-months ended June 30, 2013 and 2012, respectively.
Liquidity
Liquidity refers to our ability to meet the cash flow requirements of depositors and borrowers as well as our operating cash needs with cost-effective funding. We generate funds to meet these needs primarily through the core deposit base of First Commonwealth Bank and the maturity or repayment of loans and other interest-earning assets, including investments. During

51

Table of Contents

the first six months of 2013, liquidity provided from the $175.2 million increase in deposits and proceeds of $20.3 million from the sale of loans provided funds to originate loans and purchase investment securities. We also have available unused wholesale sources of liquidity, including overnight federal funds and repurchase agreements, advances from the FHLB of Pittsburgh, borrowings through the discount window at the Federal Reserve Bank (“FRB”) of Cleveland and access to certificates of deposit through brokers.
In order to increase and diversify our funding sources, we participate in the Certificate of Deposit Account Registry Services (“CDARS”) program as part of an Asset/Liability Committee (“ALCO”) strategy to increase and diversify funding sources. As of June 30, 2013, our maximum borrowing capacity under this program was $921.1 million and as of that date there was $297.8 million outstanding. We also participate in a reciprocal program which allows our depositors to receive expanded FDIC coverage by placing multiple certificates of deposit at other CDARS member banks. As of June 30, 2013, our outstanding certificates of deposits from this program have an average weighted rate of 0.27% and an average original term of 209 days.
An additional source of liquidity is the FRB Borrower-in-Custody of Collateral program which enables us to pledge certain loans, not being used as collateral at the FHLB, as collateral for borrowings at the FRB. At June 30, 2013, the borrowing capacity under this program totaled $809.5 million and there were no amounts outstanding.
As of June 30, 2013, our maximum borrowing capacity at the FHLB of Pittsburgh was $1.4 billion and as of that date amounts used against this capacity included $454.3 million in outstanding borrowings and $30.8 million in letter of credit commitments used for pledging public funds and other non-deposit purposes.
First Commonwealth Financial Corporation has an unsecured $15.0 million line of credit with another financial institution and as of June 30, 2013 there are no amounts outstanding on this line.
First Commonwealth’s long-term liquidity source is its core deposit base. Core deposits are the most stable source of liquidity a bank can have due to the long-term relationship with a deposit customer. The level of deposits during any period is influenced by factors outside of management’s control, such as the level of short-term and long-term market interest rates and yields offered on competing investments, such as money market mutual funds. The following table shows a breakdown of the components of First Commonwealth’s deposits:
 
 
 
June 30, 2013
 
December 31, 2012
 
 
(dollars in thousands)
Noninterest-bearing demand deposits
 
$
900,940

 
$
883,269

Interest-bearing demand deposits
 
101,505

 
97,963

Savings deposits
 
2,535,592

 
2,543,990

Time deposits
 
1,195,010

 
1,032,659

Total
 
$
4,733,047

 
$
4,557,881

During the first six months of 2013, total deposits increased $175.2 million due to a $162.4 million increase in time deposits, offset by a decrease of $4.9 million in interest-bearing and savings deposits. The increase in time deposits is due to growth in wholesale certificates of deposits of $227.6 million. These deposits offer a more attractive source of funding as they generally have a lower cost of funds than traditional certificates of deposit.
Market Risk
The following gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing within a one-year period was 0.73 and 0.76 at June 30, 2013 and December 31, 2012, respectively. A ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months. The level of First Commonwealth's ratio is largely driven by the modeling of interest-bearing non-maturity deposits, which are included in the analysis as repricing within one year.
 
Gap analysis has limitations due to the static nature of the model that holds volumes and consumer behaviors constant in all economic and interest rate scenarios. Rate sensitive assets to rate sensitive liabilities repricing in one year could indicate reduced net interest income in a rising interest rate scenario, and conversely, increased net interest income in a declining interest rate scenario. However, the gap analysis incorporates only the level of interest-earning assets and interest-bearing liabilities and

52

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


not the sensitivity each has to changes in interest rates. The impact of the sensitivity to changes in interest rates is provided in the table below the gap analysis. Following is the gap analysis as of June 30, 2013 and December 31, 2012:
 
 
 
June 30, 2013
 
 
0-90 Days
 
91-180
Days
 
181-365
Days
 
Cumulative
0-365 Days
 
Over 1 Year
Through 5
Years
 
Over 5
Years
 
 
(dollars in thousands)
Loans
 
$
1,980,698

 
$
207,799

 
$
317,325

 
$
2,505,822

 
$
1,383,428

 
$
281,216

Investments
 
65,151

 
78,751

 
173,868

 
317,770

 
630,920

 
382,178

Other interest-earning assets
 
4,497

 

 

 
4,497

 

 

Total interest-sensitive assets (ISA)
 
2,050,346

 
286,550

 
491,193

 
2,828,089

 
2,014,348

 
663,394

Certificates of Deposit
 
396,964

 
98,958

 
204,920

 
700,842

 
485,706

 
8,462

Other deposits
 
2,637,097

 

 

 
2,637,097

 

 

Borrowings
 
514,129

 
115

 
7,712

 
521,956

 
131,150

 
5,524

Total interest-sensitive liabilitites (ISL)
 
3,548,190

 
99,073

 
212,632

 
3,859,895

 
616,856

 
13,986

Gap
 
$
(1,497,844
)
 
$
187,477

 
$
278,561

 
$
(1,031,806
)
 
$
1,397,492

 
$
649,408

ISA/ISL
 
0.58

 
2.89

 
2.31

 
0.73

 
3.27

 
47.43

Gap/Total assets
 
24.34
%
 
3.05
%
 
4.53
%
 
16.77
%
 
22.71
%
 
10.55
%

 
 
 
December 31, 2012
 
 
0-90 Days
 
91-180
Days
 
181-365
Days
 
Cumulative
0-365 Days
 
Over 1 Year
Through 5
Years
 
Over 5
Years
 
 
(dollars in thousands)
Loans
 
$
1,950,002

 
$
222,705

 
$
297,530

 
$
2,470,237

 
$
1,436,472

 
$
203,477

Investments
 
61,914

 
78,904

 
142,411

 
283,229

 
579,320

 
328,546

Other interest-earning assets
 
4,258

 

 

 
4,258

 

 

Total interest-sensitive assets (ISA)
 
2,016,174

 
301,609

 
439,941

 
2,757,724

 
2,015,792

 
532,023

Certificates of Deposit
 
208,096

 
176,556

 
126,490

 
511,142

 
512,040

 
9,477

Other deposits
 
2,641,953

 

 

 
2,641,953

 

 

Borrowings
 
428,545

 
29,703

 
230

 
458,478

 
138,652

 
39,318

Total interest-sensitive liabilitites (ISL)
 
3,278,594

 
206,259

 
126,720

 
3,611,573

 
650,692

 
48,795

Gap
 
$
(1,262,420
)
 
$
95,350

 
$
313,221

 
$
(853,849
)
 
$
1,365,100

 
$
483,228

ISA/ISL
 
0.61

 
1.46

 
3.47

 
0.76

 
3.10

 
10.90

Gap/Total assets
 
21.06
%
 
1.59
%
 
5.23
%
 
14.24
%
 
22.77
%
 
8.06
%

The following table presents an analysis of the potential sensitivity of our annual net interest income to gradual changes in interest rates over a 12 month time frame versus if rates remained unchanged utilizing a flat balance sheet.
 
 
 
Net interest income change (12 months)
 
 
-200
 
-100
 
+100
 
+200
 
 
(dollars in thousands)
June 30, 2013
 
$
(8,366
)
 
$
(4,473
)
 
$
(27
)
 
$
855

December 31, 2012
 
(8,204
)
 
(4,767
)
 
459

 
2,153


53

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The analysis and model used to quantify the sensitivity of our net interest income becomes less reliable in a decreasing 200 basis point scenario given the current low interest rate environment. Results of the 100 and 200 basis point decline in interest rate scenario are affected by the fact that many of our interest-bearing liabilities are at rates below 1% and therefore cannot decline 100 or 200 basis points, yet our interest-sensitive assets are able to decline by these amounts. In the six-months ended June 30, 2013 and 2012, the cost of our interest-bearing liabilities averaged 0.53% and 0.76%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 3.82% and 4.29%, respectively.
The ALCO is responsible for the identification and management of interest rate risk exposure. As such, the ALCO continuously evaluates strategies to manage our exposure to interest rate fluctuations.
Asset/liability models require certain assumptions be made, such as prepayment rates on earning assets and pricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results.
Credit Risk
First Commonwealth maintains an allowance for credit losses at a level deemed sufficient for losses inherent in the loan portfolio at the date of each statement of financial condition. Management reviews the adequacy of the allowance on a quarterly basis to ensure that the provision for credit losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management’s assessment of probable estimated losses.
First Commonwealth’s methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements. These elements include an assessment of individual impaired loans with a balance greater than $0.1 million, loss experience trends, delinquency and other relevant factors. While allocations are made to specific loans and pools of loans, the total allowance is available for all loan losses.
Nonperforming loans include nonaccrual loans and loans classified as troubled debt restructurings. Nonaccrual loans represent loans on which interest accruals have been discontinued. Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deteriorating financial position of the borrower, who could not obtain comparable terms from alternative financing sources. In the first six months of 2013, thirty-two loans totaling $2.7 million were identified as troubled debt restructuring. Please refer to Note 10, “Loans and Allowance for Credit Losses,” for additional information on troubled debt restructuring.

We discontinue interest accruals on a loan when, based on current information and events, it is probable that we will be unable to fully collect principal or interest due according to the contractual terms of the loan. A loan is also placed in nonaccrual status when, based on regulatory definitions, the loan is maintained on a “cash basis” due to the weakened financial condition of the borrower. Generally, loans 90 days or more past due are placed on nonaccrual status, except for consumer loans which are placed in nonaccrual status at 150 days past due.
Nonperforming loans are closely monitored on an ongoing basis as part of our loan review and work-out process. The probable risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows. Losses or specifically assigned allowance for loan losses are recognized where appropriate.
The allowance for credit losses was $57.5 million at June 30, 2013 or 1.36% of total loans outstanding compared to 1.60% reported at December 31, 2012 and 1.48% at June 30, 2012. The decline in the June 30, 2013 ratio when compared to December 31, 2012 can be attributed to an $8.1 million decline in specific reserves on nonperforming loans, primarily due to charge-offs taken during quarter. In addition, nonperforming balances decreased $34.5 million during the 2013. Criticized loans totaled $223.6 million at June 30, 2013 and represented 5% of the loan portfolio. The level of criticized loans decreased as of June 30, 2013 when compared to December 31, 2012, by $64.9 million, or 22%. Delinquency on accruing loans for the same period decreased $5.4 million, or 25%.
The allowance for credit losses as a percentage of nonperforming loans was 78.60% as of June 30, 2013 compared to 62.47% at December 31, 2012 and 72.61% at June 30, 2012. The amount of allowance related to nonperforming loans was determined by using fair values obtained from current appraisals and updated discounted cash flow analyses. The allowance for credit losses includes specific allocations of $9.7 million related to nonperforming loans covering 13% of the total nonperforming balance.

54

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


Management believes that the allowance for credit losses is at a level deemed sufficient to absorb losses inherent in the loan portfolio at June 30, 2013.

 
The following table provides information related to nonperforming assets, the allowance for credit losses and other credit-related measures:
 
 
 
June 30
 
 
 
December 31, 2012
 
 
 
 
2013
 
 
 
2012
 
 
 
 
 
(dollars in thousands)
 
 
Nonperforming Loans:
 
 
 
 
Loans on nonaccrual basis
 
$
41,767

 
  
 
$
33,457

 

 
$
43,539

 
  
Troubled debt restructured loans on nonaccrual basis
 
17,519

 
  
 
45,235

 
  
 
50,979

 
  
Troubled debt restructured loans on accrual basis
 
13,811

 
  
 
6,251

 
  
 
13,037

 
  
Total nonperforming loans
 
$
73,097

 
  
 
$
84,943

 
  
 
$
107,555

 
  
Loans past due in excess of 90 days and still accruing
 
$
2,648

 
  
 
$
10,587

 
  
 
$
2,447

 
  
Other real estate owned
 
$
15,603

 
  
 
$
19,140

 
  
 
$
11,262

 
  
Loans outstanding at end of period
 
$
4,229,752

 
  
 
$
4,159,531

 

 
$
4,204,704

 
  
Average loans outstanding
 
$
4,242,800

 
(a) 
 
$
4,129,977

 
(a) 
 
$
4,165,292

 
(b) 
Nonperforming loans as a percentage of total loans
 
1.73
%
 

 
2.04
%
 

 
2.56
%
 

Provision for credit losses
 
$
15,297

 
(a) 
 
$
8,084

 
(a) 
 
$
20,544

 
(b) 
Allowance for credit losses
 
$
57,452

 
  
 
$
61,676

 
  
 
$
67,187

 
  
Net charge-offs
 
$
25,032

 
(a) 
 
$
7,642

 
(a) 
 
$
14,591

 
(b) 
Net charge-offs as a percentage of average loans outstanding (annualized)
 
1.19
%
 

 
0.37
%
 

 
0.35
%
 

Provision for credit losses as a percentage of net charge-offs
 
61.11
%
 
(a) 
 
105.78
%
 
(a) 
 
140.80
%
 
(b) 
Allowance for credit losses as a percentage of end-of-period loans outstanding
 
1.36
%
 

 
1.48
%
 
 
 
1.60
%
 

Allowance for credit losses as a percentage of nonperforming loans
 
78.60
%
 

 
72.61
%
 
 
 
62.47
%
 

 
(a)
For the six-month period ended.
(b)
For the twelve-month period ended.

Nonperforming loans decreased $34.5 million to $73.1 million at June 30, 2013 compared to $107.6 million at December 31, 2012. Contributing to this decrease was $18.4 million in charge-offs recognized on three commercial loan relationships, including $2.8 million for a commercial real estate loan to a western Pennsylvania non-profit healthcare facility who recently filed for bankruptcy, $2.5 million for a commercial real estate loan to a western Pennsylvania student housing project which is in the foreclosure process and $13.1 million for an unsecured commercial loan to a western Pennsylvania real estate developer. Additionally, several nonaccrual loans were sold in 2013, including a $17.2 million loan to a real estate developer in eastern Pennsylvania, a $2.5 million commercial real estate loan in Nevada and a $3.5 million construction loan for a Florida condominium project. Also, a $3.8 million hotel resort syndication loan in the state of Washington and a $2.3 million commercial loan to a western Pennsylvania excavation company were returned to accrual status during the first six months of 2013.


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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


The following tables show the outstanding balances of our loan portfolio and the breakdown of net charge-offs and nonperforming loans by loan type as of and for the periods presented:
 
 
 
June 30, 2013
 
December 31, 2012
 
 
Amount
 
%
 
Amount
 
%
 
 
(dollars in thousands)
Commercial, financial, agricultural and other
 
$
1,012,315

 
24
%
 
$
1,019,822

 
24
%
Real estate construction
 
66,243

 
2

 
87,438

 
2

Residential real estate
 
1,269,830

 
30

 
1,241,565

 
30

Commercial real estate
 
1,280,784

 
30

 
1,273,661

 
30

Loans to individuals
 
600,580

 
14

 
582,218

 
14

Total loans and leases net of unearned income
 
$
4,229,752

 
100
%
 
$
4,204,704

 
100
%
During the six-months ended June 30, 2013, loans increased $25.0 million or 1% compared to balances outstanding at December 31, 2012. During 2013, commercial loan growth has been impacted by actions taken to derisk the balance sheet, including the previously mentioned charge-offs and loans sales as well as decisions to not renew some large commercial real estate credits that were outside our market area or were experiencing deteriorating credit quality. Increases in the residential real estate portfolio are the result of continued growth of our home equity installment product, while loans to individuals increased due to growth in indirect auto lending.
Net charge-offs for the six-months ended June 30, 2013 totaled $25.0 million compared to $7.6 million for the six-months ended June 30, 2012. As previously noted, the most significant charge-offs during the six-months ended June 30, 2013 were $18.4 million charge-offs recognized on three commercial loans and a $3.1 million charge-off recognized upon transfer of two loans to held for sale. During the six-months ended June 30, 2012, the most significant charge-off was a $1.2 million charge taken on a $2.0 million commercial loan.
 
 
 
For the Six-Months Ended June 30, 2013
 
As of June 30, 2013
 
 
Net
Charge-
offs
 
% of
Total Net
Charge-offs
 
Net Charge-
offs as a % of
Average
Loans (annualized)
 
Nonperforming
Loans
 
% of Total
Nonperforming
Loans
 
Nonperforming
Loans as a % of
Total Loans
 
 
(dollars in thousands)
Commercial, financial, agricultural and other
 
$
13,957

 
55.76
 %
 
0.66
 %
 
$
25,776

 
35.26
%
 
0.61
%
Real estate construction
 
696

 
2.78

 
0.03

 
3,967

 
5.43

 
0.09

Residential real estate
 
(169
)
 
(0.68
)
 
(0.01
)
 
13,156

 
18.00

 
0.31

Commercial real estate
 
9,130

 
36.47

 
0.44

 
29,941

 
40.96

 
0.71

Loans to individuals
 
1,418

 
5.67

 
0.07

 
257

 
0.35

 
0.01

Total loans, net of unearned income
 
$
25,032

 
100.00
 %
 
1.19
 %
 
$
73,097

 
100.00
%
 
1.73
%
As the above table illustrates, commercial real estate loans represented a significant portion of the nonperforming loans as of June 30, 2013. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At June 30, 2013, shareholders’ equity was $710.7 million, a decrease of $35.3 million from December 31, 2012. The decrease was primarily the result of $16.4 million net income offset by $23.2 million of common stock repurchases, $10.8 million of dividends paid to shareholders and decreases of $18.0 million in the fair value of available for sale investments. Cash dividends declared per common share were $0.11 and $0.08 for the six-months ended June 30, 2013 and 2012, respectively.
First Commonwealth is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First Commonwealth’s financial statements. Under capital

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Continued)


adequacy guidelines and the regulatory framework for prompt corrective action, First Commonwealth and its banking subsidiary must meet specific capital guidelines that involve quantitative measures of First Commonwealth’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. First Commonwealth’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
On July 9, 2013, federal banking agencies approved changes to the regulatory capital framework which are effective beginning on January 1, 2015, with some items phasing in over a period of time. The most significant of these changes include higher minimum capital requirements, as the minimum tier I capital ratio increased from 4.0% to 6.0% and the establishment of a new common equity tier I capital ratio with a minimum level of 4.5%. Additionally, the new rules improve the quality of capital by providing stricter eligibility criteria for regulatory capital instruments and provide for a phase-in, beginning January 1, 2016, of a capital conservation buffer of 2.5% of risk-weighted assets. This buffer provides a requirement to hold common equity tier 1 capital above the minimum risk-based capital requirements. Management currently expects First Commonwealth will remain well-capitalized after the adoption of these changes.
Under current regulations, quantitative measures to ensure capital adequacy require First Commonwealth to maintain minimum amounts and ratios of Total and Tier I capital (common and certain other “core” equity capital) to risk weighted assets, and of Tier I capital to average assets. As of June 30, 2013, First Commonwealth and its banking subsidiary met all capital adequacy requirements to which they are subject.
As of June 30, 2013, First Commonwealth was considered well-capitalized under the regulatory framework for prompt corrective action. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital and Tier I leverage ratios as set forth in the table below:
 
Actual
 
Regulatory
Minumum
 
Well
Capitalized
Regulatory
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
(dollars in thousands)
Total Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
735,759

 
15.16
%
 
$
388,295

 
8.00
%
 
 
 
 
First Commonwealth Bank
703,004

 
14.52

 
387,436

 
8.00

 
$
484,295

 
10.00
%
Tier I Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
675,049

 
13.91
%
 
$
194,147

 
4.00
%
 
 
 
 
First Commonwealth Bank
642,427

 
13.27

 
193,718

 
4.00

 
$
290,577

 
6.00
%
Tier I Capital to Average Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
675,049

 
11.76
%
 
$
229,702

 
4.00
%
 
 
 
 
First Commonwealth Bank
642,427

 
11.28

 
227,823

 
4.00

 
$
284,779

 
5.00
%
The April 1, 2013 redemption of $32.5 million in mandatorily redeemable capital securities issued by First Commonwealth Captial Trust I impacted Tier I and Tier II regulatory capital levels of First Commonwealth Financial Corporation by 66 basis points.
On June 19, 2012, the Company announced a $50.0 million common stock repurchase program and on January 29, 2013, an additional share repurchase program was authorized for up to $25.0 million in shares of the Company’s common stock. As of June 30, 2013, 8,921,093 shares were repurchased under these programs at an average price of $6.80 per share.
On July 24, 2013, First Commonwealth Financial Corporation declared a quarterly dividend of $0.06 per share payable on August 16, 2013 to shareholders of record as of August 5, 2013. The timing and amount of future dividends are at the discretion of First Commonwealth's Board of Directors based upon, among other factors, capital levels, asset quality, liquidity and current and projected earnings.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Information appearing in Item 2 of this report under the caption “Market Risk” is incorporated by reference in response to this item.
ITEM 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.
In addition, our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal controls over financial reporting to determine whether any changes occurred during the current fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. No such changes were identified in connection with this evaluation.

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Table of Contents
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION


 
ITEM 1.
LEGAL PROCEEDINGS
McGrogan v. First Commonwealth Bank
For a description of McGrogan v. First Commonwealth Bank, refer to the "Legal proceedings" section in Part I, Item 1, Note 6, "Commitments and Contingent Liabilities," which is incorporated herein by reference to this item.
Other Legal Proceedings
First Commonwealth and certain of its subsidiaries have been named as defendants in various legal actions arising out of the normal course of business.  In the opinion of management, the ultimate resolution of these lawsuits should not have a material adverse effect on First Commonwealth's business, consolidated financial position or results of operations. It is possible, however, that future developments could result in an unfavorable ultimate outcome for or resolution of any one or more of the lawsuits in which First Commonwealth or its subsidiaries are defendants, which may be material to First Commonwealth's results of operations for a particular quarterly reporting period. Litigation is inherently uncertain, and management cannot make assurances that First Commonwealth will prevail in any of these actions, nor can management reasonably estimate the amount of damages that First Commonwealth might incur.

ITEM 1A.
RISK FACTORS
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.





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Table of Contents
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
On June 19, 2012, the Company announced a share repurchase program through which the Board of Directors authorized management to repurchase up to $50.0 million of the Company’s common stock. On January 29, 2013, an additional share repurchase program was authorized for up to $25.0 million in shares of the Company’s common stock. The following table details the amount of shares repurchased under this program during the second quarter of 2013:

 
Month Ending:
Total Number of
Shares
Purchased
 
Average Price
Paid per Share
(or Unit)
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs*
April 30, 2013
1,548,229

 
$
7.09

 
1,548,229

 
3,389,630

May 31, 2013
478,404

 
7.13

 
478,404

 
2,888,146

June 30, 2013
909,685

 
7.11

 
909,685

 
1,947,429

Total
2,936,318

 
$
7.11

 
2,936,318

 
 
 
 
 
 
 
 
 
 
* Remaining number of shares approved under the Plan is estimated on based on the market value of the Company's common stock of $7.15 at April 30, 2013, $7.21 at May 31, 2013 and $7.37 at June 30, 2013.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
ITEM 5.
OTHER INFORMATION
None

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION

ITEM 6.     EXHIBITS
Exhibit
Number
  
Description
  
Incorporated by Reference to
 
 
 
10.1
 
Employment Agreement dated May 31, 2013 between First Commonwealth Financial Corporation and Jane Grebenc
 
Filed herewith
 
 
 
 
 
10.2
 
Change of Control Agreement dated May 31, 2013 between First Commonwealth Financial Corporation and Jane Grebenc
 
Filed herewith
 
 
 
 
 
10.3
 
Restricted Stock Agreement dated May 31, 2013 between First Commonwealth Financial Corporation and Jane Grebenc
 
Filed herewith
 
 
 
 
 
31.1
  
Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
31.2
  
Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
32.1
  
Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
32.2
  
Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
101
  
Interactive Data File (XBRL)
  
Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
 
DATED: August 7, 2013
 
/s/ T. Michael Price
 
 
T. Michael Price
President and Chief Executive Officer
 
 
DATED: August 7, 2013
 
/s/ Robert E. Rout
 
 
Robert E. Rout
Executive Vice President and
Chief Financial Officer


62