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FIRST COMMONWEALTH FINANCIAL CORP /PA/ - Quarter Report: 2017 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, 2017
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  x    Accelerated filer  ¨    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 8, 2017, was 97,479,039.


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




ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

 
June 30, 2017
 
December 31, 2016
 
(dollars in thousands,
except share data)
Assets
 
 
 
Cash and due from banks
$
103,602

 
$
91,033

Interest-bearing bank deposits
12,310

 
24,644

Securities available for sale, at fair value
786,246

 
778,612

Securities held to maturity, at amortized cost (Fair value of $449,127 and $368,618 at June 30, 2017 and December 31, 2016, respectively)
450,886

 
372,513

Other investments
34,340

 
36,498

Loans held for sale
9,785

 
7,052

Loans:
 
 
 
Portfolio loans
5,374,782

 
4,879,347

Allowance for credit losses
(48,067
)
 
(50,185
)
Net loans
5,326,715

 
4,829,162

Premises and equipment, net
79,670

 
67,534

Other real estate owned
5,964

 
6,805

Goodwill
255,359

 
186,483

Amortizing intangibles, net
16,671

 
12,013

Bank owned life insurance
210,285

 
187,021

Other assets
91,553

 
84,648

Total assets
$
7,383,386

 
$
6,684,018

Liabilities
 
 
 
Deposits (all domestic):
 
 
 
Noninterest-bearing
$
1,404,081

 
$
1,268,786

Interest-bearing
4,129,054

 
3,678,622

Total deposits
5,533,135

 
4,947,408

Short-term borrowings
846,137

 
867,943

Subordinated debentures
72,167

 
72,167

Other long-term debt
8,458

 
8,749

Capital lease obligation
7,764

 

Total long-term debt
88,389

 
80,916

Other liabilities
36,260

 
37,822

Total liabilities
6,503,921

 
5,934,089

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; 113,914,902 and 105,563,455 shares issued at June 30, 2017 and December 31, 2016, respectively, and 97,483,067 and 89,007,077 shares outstanding at June 30, 2017 and December 31, 2016, respectively
113,915

 
105,563

Additional paid-in capital
470,123

 
366,426

Retained earnings
427,748

 
412,764

Accumulated other comprehensive loss, net
(4,991
)
 
(7,027
)
Treasury stock (16,431,835 and 16,556,378 shares at June 30, 2017 and December 31, 2016, respectively)
(127,330
)
 
(127,797
)
Total shareholders’ equity
879,465

 
749,929

Total liabilities and shareholders’ equity
$
7,383,386

 
$
6,684,018


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

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands, except share data)
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
54,913

 
$
45,698

 
$
103,213

 
$
90,732

Interest and dividends on investments:
 
 
 
 
 
 
 
Taxable interest
7,364

 
7,028

 
14,358

 
14,174

Interest exempt from federal income taxes
405

 
371

 
802

 
732

Dividends
383

 
748

 
859

 
1,554

Interest on bank deposits
55

 
5

 
67

 
11

Total interest income
63,120

 
53,850

 
119,299

 
107,203

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
2,208

 
1,928

 
4,020

 
3,517

Interest on short-term borrowings
2,197

 
2,100

 
3,946

 
4,335

Interest on subordinated debentures
738

 
644

 
1,443

 
1,278

Interest on other long-term debt
81

 
87

 
164

 
175

Interest on lease obligations
79

 

 
79

 

Total interest expense
5,303

 
4,759

 
9,652

 
9,305

Net Interest Income
57,817

 
49,091

 
109,647

 
97,898

Provision for credit losses
(1,609
)
 
10,372

 
1,620

 
16,898

Net Interest Income after Provision for Credit Losses
59,426

 
38,719

 
108,027

 
81,000

Noninterest Income
 
 
 
 
 
 
 
Net securities (losses) gains
(49
)
 
28

 
603

 
28

Trust income
1,711

 
1,320

 
3,128

 
2,575

Service charges on deposit accounts
4,736

 
3,845

 
9,055

 
7,553

Insurance and retail brokerage commissions
2,442

 
1,985

 
4,524

 
3,944

Income from bank owned life insurance
1,449

 
1,311

 
2,741

 
2,607

Gain on sale of mortgage loans
1,315

 
932

 
2,292

 
1,615

Gain on sale of other loans and assets
457

 
466

 
764

 
661

Card-related interchange income
4,842

 
3,784

 
9,093

 
7,341

Derivatives mark to market
(37
)
 
(531
)
 
(35
)
 
(1,545
)
Swap fee income
314

 
800

 
241

 
1,260

Other income
1,724

 
1,618

 
3,430

 
3,234

Total noninterest income
18,904

 
15,558

 
35,836

 
29,273

Noninterest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
25,298

 
19,888

 
48,764

 
41,565

Net occupancy expense
4,121

 
3,186

 
7,882

 
6,667

Furniture and equipment expense
3,323

 
2,882

 
6,411

 
5,749

Data processing expense
2,345

 
1,788

 
4,430

 
3,547

Advertising and promotion expense
988

 
664

 
1,794

 
1,190

Pennsylvania shares tax expense
1,161

 
1,092

 
1,977

 
1,850

Intangible amortization
846

 
114

 
1,418

 
251

Collection and repossession expense
443

 
474

 
940

 
1,043

Other professional fees and services
1,096

 
873

 
2,055

 
1,664

FDIC insurance
977

 
1,062

 
1,770

 
2,100

Loss on sale or write-down of assets
1,220

 
345

 
1,319

 
441

Litigation and operational losses
277

 
635

 
509

 
879

Merger and acquisition related
9,870

 
240

 
10,481

 
240

Other operating expenses
6,298

 
4,167

 
11,278

 
8,368

Total noninterest expense
58,263

 
37,410

 
101,028

 
75,554

Income Before Income Taxes
20,067

 
16,867

 
42,835

 
34,719

Income tax provision
6,054

 
4,860

 
12,934

 
10,239

Net Income
$
14,013

 
$
12,007

 
$
29,901

 
$
24,480

Average Shares Outstanding
97,183,599

 
88,831,758

 
93,079,546

 
88,835,923

Average Shares Outstanding Assuming Dilution
97,232,288

 
88,838,614

 
93,125,939

 
88,840,683

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.14

 
$
0.14

 
$
0.32

 
$
0.28

Diluted Earnings per Share
$
0.14

 
$
0.14

 
$
0.32

 
$
0.28

Cash Dividends Declared per Common Share
$
0.08

 
$
0.07

 
$
0.16

 
$
0.14


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

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands)
Net Income
$
14,013

 
$
12,007

 
$
29,901

 
$
24,480

Other comprehensive income, before tax expense:
 
 
 
 
 
 
 
Unrealized holding gains on securities arising during the period
1,702

 
3,802

 
4,245

 
13,872

Less: reclassification adjustment for gains on securities included in net income
49

 
(28
)
 
(603
)
 
(28
)
Unrealized holding (losses) gains on derivatives arising during the period
(66
)
 
359

 
(582
)
 
2,094

Less: reclassification adjustment for (gains) losses on derivatives included in net income
(5
)
 
(26
)
 
73

 
(41
)
Total other comprehensive income, before tax expense
1,680

 
4,107

 
3,133

 
15,897

Income tax expense related to items of other comprehensive income
(588
)
 
(1,438
)
 
(1,097
)
 
(5,564
)
Total other comprehensive income
1,092

 
2,669

 
2,036

 
10,333

Comprehensive Income
$
15,105

 
$
14,676

 
$
31,937

 
$
34,813



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

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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
 
Total
Shareholders’
Equity
 
(dollars in thousands, except share and per share data)
Balance at December 31, 2016
89,007,077

 
$
105,563

 
$
366,426

 
$
412,764

 
$
(7,027
)
 
$
(127,797
)
 
$
749,929

Net income
 
 
 
 
 
 
29,901

 
 
 
 
 
29,901

Other comprehensive income
 
 
 
 
 
 
 
 
2,036

 
 
 
2,036

Cash dividends declared ($0.16 per share)
 
 
 
 
 
 
(14,917
)
 
 
 
 
 
(14,917
)
Treasury stock acquired
(81,696
)
 
 
 
 
 
 
 
 
 
(1,141
)
 
(1,141
)
Treasury stock reissued
181,211

 
 
 
1,170

 

 
 
 
1,387

 
2,557

Restricted stock
25,028

 

 
138

 

 
 
 
221

 
359

Common stock issued
8,351,447

 
8,352

 
102,389

 
 
 
 
 
 
 
110,741

Balance at June 30, 2017
97,483,067

 
$
113,915

 
$
470,123

 
$
427,748

 
$
(4,991
)
 
$
(127,330
)
 
$
879,465

 
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in-
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Treasury
Stock
 
Total
Shareholders’
Equity
 
(dollars in thousands, except share and per share data)
Balance at December 31, 2015
88,961,268

 
$
105,563

 
$
365,981

 
$
378,081

 
$
(2,386
)
 
$
(127,693
)
 
$
719,546

Net income
 
 
 
 
 
 
24,480

 
 
 
 
 
24,480

Other comprehensive income
 
 
 
 
 
 
 
 
10,333

 
 
 
10,333

Cash dividends declared ($0.14 per share)
 
 
 
 
 
 
(12,451
)
 
 
 
 
 
(12,451
)
Treasury stock acquired
(97,769
)
 
 
 
 
 
 
 
 
 
(902
)
 
(902
)
Treasury stock reissued
23,148

 
 
 
39

 

 
 
 
177

 
216

Restricted stock
63,348

 

 
161

 

 
 
 
403

 
564

Balance at June 30, 2016
88,949,995

 
$
105,563

 
$
366,181

 
$
390,110

 
$
7,947

 
$
(128,015
)
 
$
741,786



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

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
For the Six Months Ended
 
June 30,
 
2017
 
2016
Operating Activities
(dollars in thousands)
Net income
$
29,901

 
$
24,480

Adjustment to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
1,620

 
16,898

Deferred tax expense
3,968

 
1,909

Depreciation and amortization
4,414

 
3,481

Net gains on securities and other assets
(2,209
)
 
(372
)
Net amortization of premiums and discounts on securities
1,782

 
2,264

Income from increase in cash surrender value of bank owned life insurance
(2,741
)
 
(2,607
)
Decrease (increase) in interest receivable
242

 
(315
)
Mortgage loans originated for sale
(70,521
)
 
(56,139
)
Proceeds from sale of mortgage loans
71,464

 
55,251

Increase (decrease) in interest payable
857

 
(84
)
Decrease in income taxes payable
(764
)
 
(2,534
)
Other-net
3,729

 
(4,758
)
Net cash provided by operating activities
41,742

 
37,474

Investing Activities
 
 
 
Transactions with securities held to maturity:
 
 
 
Proceeds from maturities and redemptions
22,227

 
18,601

Purchases
(101,372
)
 
(40,161
)
Transactions with securities available for sale:
 
 
 
Proceeds from sales
103,618

 
55,744

Proceeds from maturities and redemptions
66,189

 
82,527

Purchases
(85,220
)
 
(94,777
)
Purchases of FHLB stock
(22,329
)
 
(20,324
)
Proceeds from the redemption of FHLB stock
27,736

 
25,189

Proceeds from sale of loans
8,501

 
213

Proceeds from sale of other assets
2,744

 
3,621

Acquisition, net of cash acquired
3,188

 

Net increase in loans
(125,791
)
 
(173,817
)
Purchases of other assets
(547
)
 
(204
)
Purchases of premises and equipment
(3,939
)
 
(4,201
)
Net cash used in investing activities
(104,995
)
 
(147,589
)
Financing Activities
 
 
 
Net decrease in federal funds purchased

 
(4,000
)
Net decrease in other short-term borrowings
(21,806
)
 
(42,138
)
Net increase in deposits
101,501

 
198,838

Repayments of other long-term debt
(291
)
 
(280
)
Repayments of capital lease obligation
(86
)
 

Dividends paid
(14,917
)
 
(12,451
)
Proceeds from reissuance of treasury stock
228

 
216

Purchase of treasury stock
(1,141
)
 
(902
)
Net cash provided by financing activities
63,488

 
139,283

Net increase in cash and cash equivalents
235

 
29,168

Cash and cash equivalents at January 1
115,677

 
69,452

Cash and cash equivalents at June 30
$
115,912

 
$
98,620


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


ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 the “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, comprehensive income, 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, 2017 are not necessarily indicative of the results that may be expected for the full year of 2017. These interim financial statements should be read in conjunction with First Commonwealth’s 2016 Annual Report on Form 10-K.
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 Acquisition

On April 3, 2017, the Company completed its acquisition of DCB Financial Corporation ("DCB") and its banking subsidiary, The Delaware County Bank and Trust Company, for consideration of $21.2 million in cash and 8.4 million shares of the Company's common stock. Through the acquisition, the Company obtained nine full-service banking offices which are operating under the First Commonwealth name. This acquisition expands the Company's presence in the central Ohio market and added $383.1 million in loans and $484.4 million in deposits to the Company's balance sheet.


8

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The table below summarizes the net assets acquired (at fair value) and consideration transferred in connection with the DCB acquisition (dollars in thousands):
Consideration Paid
 
 
 
Cash paid to shareholders
$
21,232

 
 
Shares issued to shareholders (8,356,882 shares)
110,812

 
 
Total consideration paid
 
 
$
132,044

 
 
 
 
Fair Value of Assets Acquired
 
 
 
   Cash and cash equivalents
24,420

 
 
   Investment securities
88,986

 
 
   FHLB stock
3,250

 
 
   Loans
383,083

 
 
   Premises and other equipment
12,143

 
 
   Core deposit intangible
5,998

 
 
   Other real estate
68

 
 
   Bank owned life insurance
20,522

 
 
   Other assets
16,436

 
 
     Total assets acquired
554,906

 
 
 
 
 
 
Fair Value of Liabilities Assumed
 
 
 
   Deposits
484,366

 
 
   Capital lease obligation
7,851

 
 
  Other liabilities
1,182

 
 
      Total liabilities assumed
493,399

 
 
 
 
 
 
Total Fair Value of Identifiable Net Assets
 
 
61,507

 
 
 
 
Goodwill
 
 
$
70,537

The goodwill of $70.5 million arising from the acquisition represents the value of synergies and economies of scale expected from combining the operations of the Company with DCB Financial Corporation.
The Company determined that this acquisition constitutes a business combination as defined in FASB ASC Topic 805, “Business Combinations.” Accordingly, as of the date of the acquisition, the Company recorded the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” Acquired loans were recorded at fair value with no carryover of the related allowance for loan losses. Fair value is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. At the date of acquisition, none of the loans were accounted for under the guidance of ASC Topic 310-30, “Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality.” We acquired $390.8 million in total loans and recognized a net combined yield and credit market adjustment of $7.7 million.
The fair value of the 8,356,882 common shares issued was determined based on the market price of the Company's common shares on the acquisition date. The fair value of the acquired loans, premises and other equipment, customer deposit intangible, other assets and assumed deposits may change during the provisional period, which may last up to twelve months subsequent to the acquisition date. The Company may obtain additional information to refine the valuation of the acquired assets and liabilities and adjust the recorded fair value, although such adjustments are not expected to be significant. Adjustments recorded to the acquired assets and liabilities will be applied prospectively in accordance with ASU No. 2015-16, “Business Combinations.”
Costs related to the acquisition totaled $10.3 million. These amounts were expensed as incurred and are recorded as a merger and acquisition related expense in the Condensed Consolidated Statements of Income.

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As a result of the full integration of the operations of DCB, it is not practicable to determine revenue or net income included in the Company's operating results relating to DCB since the date of acquisition as DCB’s results cannot be separately identified.

Note 3 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 (losses) gains" line and reclassification adjustments related to losses on derivatives are included in the "Other operating expenses" line in the Condensed Consolidated Statements of Income.
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
(dollars in thousands)
Unrealized gains on securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains on securities arising during the period
$
4,245

 
$
(1,486
)
 
$
2,759

 
$
13,872

 
$
(4,855
)
 
$
9,017

Reclassification adjustment for gains on securities included in net income
(603
)
 
211

 
(392
)
 
(28
)
 
10

 
(18
)
Total unrealized gains on securities
3,642

 
(1,275
)
 
2,367

 
13,844

 
(4,845
)
 
8,999

Unrealized (losses) gains on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding (losses) gains on derivatives arising during the period
(582
)
 
204

 
(378
)
 
2,094

 
(733
)
 
1,361

Reclassification adjustment for losses (gains) on derivatives included in net income
73

 
(26
)
 
47

 
(41
)
 
14

 
(27
)
Total unrealized (losses) gains on derivatives
(509
)
 
178

 
(331
)
 
2,053

 
(719
)
 
1,334

Total other comprehensive income
$
3,133

 
$
(1,097
)
 
$
2,036

 
$
15,897

 
$
(5,564
)
 
$
10,333


 
For the Three Months Ended June 30,
 
2017
 
2016
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
(dollars in thousands)
Unrealized gains on securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains on securities arising during the period
$
1,702

 
$
(596
)
 
$
1,106

 
$
3,802

 
$
(1,331
)
 
$
2,471

Reclassification adjustment for losses (gains) on securities included in net income
49

 
(17
)
 
32

 
(28
)
 
10

 
(18
)
Total unrealized gains on securities
1,751

 
(613
)
 
1,138

 
3,774

 
(1,321
)
 
2,453

Unrealized (losses) gains on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding (losses) gains on derivatives arising during the period
(66
)
 
23

 
(43
)
 
359

 
(126
)
 
233

Reclassification adjustment for gains on derivatives included in net income
(5
)
 
2

 
(3
)
 
(26
)
 
9

 
(17
)
Total unrealized (losses) gains on derivatives
(71
)
 
25

 
(46
)
 
333

 
(117
)
 
216

Total other comprehensive income
$
1,680

 
$
(588
)
 
$
1,092

 
$
4,107

 
$
(1,438
)
 
$
2,669

 

10

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


The following table details the change in components of OCI for the six months ended June 30:
 
2017
 
2016
 
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
 
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
 
(dollars in thousands)
Balance at December 31
$
(7,455
)
$
225

$
203

$
(7,027
)
 
$
(2,956
)
$
10

$
560

$
(2,386
)
Other comprehensive income before reclassification adjustment
2,759


(378
)
2,381

 
9,017


1,361

10,378

Amounts reclassified from accumulated other comprehensive (loss) income
(392
)

47

(345
)
 
(18
)

(27
)
(45
)
Net other comprehensive income during the period
2,367


(331
)
2,036

 
8,999


1,334

10,333

Balance at June 30
$
(5,088
)
$
225

$
(128
)
$
(4,991
)
 
$
6,043

$
10

$
1,894

$
7,947


Note 4 Supplemental Cash Flow Disclosures
The following table presents information related to cash paid during the period for interest, as well as detail on non-cash investing and financing activities for the six months ended June 30:
 
2017
 
2016
 
(dollars in thousands)
Cash paid during the period for:
 
 
 
Interest
$
8,917

 
$
9,583

Income taxes
11,394

 
10,500

Non-cash investing and financing activities:
 
 
 
Loans transferred to other real estate owned and repossessed assets
1,519

 
2,632

Loans transferred from held to maturity to held for sale
9,053

 
3,573

Gross increase in market value adjustment to securities available for sale
3,642

 
13,845

Gross (decrease) increase in market value adjustment to securities derivatives
(508
)
 
2,053

Investments committed to purchase, not settled

 
1,946

Noncash treasury stock reissuance
2,258

 

Net assets acquired through acquisition
37,087

 

Proceeds from death benefit on bank-owned life insurance not received

 
523


11

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



Note 5 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,
 
2017
 
2016
 
2017
 
2016
Weighted average common shares issued
113,731,354

 
105,563,455

 
109,669,968

 
105,563,455

Average treasury stock shares
(16,435,520
)
 
(16,620,341
)
 
(16,481,109
)
 
(16,621,717
)
Average unearned nonvested shares
(112,235
)
 
(111,356
)
 
(109,313
)
 
(105,815
)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
97,183,599

 
88,831,758

 
93,079,546

 
88,835,923

Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share
48,689

 
6,856

 
46,393

 
4,760

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
97,232,288

 
88,838,614

 
93,125,939

 
88,840,683

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.
 
2017
 
2016
 
 
 
Price Range
 
 
 
Price Range
 
Shares
 
From
 
To
 
Shares
 
From
 
To
Restricted Stock
26,022

 
$
9.26

 
$
13.96

 
81,887

 
$
7.57

 
$
9.84

Restricted Stock Units
24,375

 
$
15.09

 
$
15.09

 

 
$

 
$


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, 2017
 
December 31, 2016
 
(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
 
 
 
Commitments to extend credit
$
1,787,811

 
$
1,733,820

Financial standby letters of credit
15,540

 
18,108

Performance standby letters of credit
25,760

 
26,630

Commercial letters of credit
871

 
1,301

 
The notional amounts outstanding as of June 30, 2017 include amounts issued in 2017 of $0.4 million in financial standby letters of credit, $0.7 million in performance standby letters of credit and no commercial letters of credit. A liability of $0.2 million and $0.2 million has been recorded as of June 30, 2017 and December 31, 2016, 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.

12

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


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 related to these commitments resulted in the recording of a liability of $4.6 million as of June 30, 2017 and $4.1 million as of December 31, 2016. This liability is reflected in "Other liabilities" in the Condensed Consolidated Statements of Financial Condition. 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
First Commonwealth and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. As of June 30, 2017, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against First Commonwealth or its subsidiaries will be material to First Commonwealth’s consolidated financial position. On at least a quarterly basis, First Commonwealth assesses its liabilities and contingencies in connection with such legal proceedings. For those matters where it is probable that First Commonwealth will incur losses and the amounts of the losses can be reasonably estimated, First Commonwealth records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability (if any), is between $0 and $7 million. Although First Commonwealth does not believe that the outcome of pending litigation will be material to First Commonwealth’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations and cash flows for a particular reporting period in the future.
First Commonwealth Financial Corporation and First Commonwealth Bank were named defendants in an action commenced August 27, 2015 by eight named plaintiffs that is pending in the Court of Common Pleas of Jefferson County, Pennsylvania.  The plaintiffs allege that the Bank repossessed motor vehicles, sold the vehicles and sought to collect deficiency balances in a manner that did not comply with the notice requirements of the Pennsylvania Uniform Commercial Code (UCC), charged inappropriate costs and fees, including storage costs for dates that a repossessed vehicle was not in storage, and wrongly filed forms with the Department of Motor Vehicles asserting that the Bank had complied with applicable laws relating to the repossession of the vehicles. The plaintiffs seek to pursue the action as a class action on behalf of the named plaintiffs and other similarly situated plaintiffs who had their automobiles repossessed and seek to recover damages under the UCC and the Pennsylvania Fair Credit Extension Uniformity Act. First Commonwealth and the Bank contest the plaintiffs’ allegations and intend to oppose class certification.  The Bank has also asserted counterclaims for breach of contract, set-off and recoupment against the plaintiffs, individually, and as representatives of the putative class.  The Bank and counsel for the plaintiffs reached an agreement-in-principle to settle the litigation during the second quarter of 2016. The parties are negotiating the terms of a definitive settlement agreement which would be subject to court approval and other customary conditions. The estimated cost of the settlement to the Bank was recorded as a liability in the second quarter of 2016. As set forth in the preceding paragraph, all current litigation matters, including this action, are believed to be within the range of reasonably possible losses set forth in the preceding paragraph. 


13

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


Note 7 Investment Securities
Securities Available for Sale
Below is an analysis of the amortized cost and estimated fair values of securities available for sale at:
 
June 30, 2017
 
December 31, 2016
 
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
$
13,839

 
$
1,352

 
$
(7
)
 
$
15,184

 
$
15,143

 
$
1,481

 
$
(7
)
 
$
16,617

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 

 
 
 
 
 
 
 

Mortgage-Backed Securities – Residential
694,114

 
4,638

 
(8,063
)
 
690,689

 
683,601

 
4,557

 
(11,305
)
 
676,853

Mortgage-Backed Securities – Commercial

 

 

 

 
1

 

 

 
1

Other Government-Sponsored Enterprises
1,096

 

 

 
1,096

 
16,700

 

 
(69
)
 
16,631

Obligations of States and Political Subdivisions
27,079

 
476

 

 
27,555

 
27,075

 
195

 
(41
)
 
27,229

Corporate Securities
15,899

 
505

 

 
16,404

 
5,903

 
416

 

 
6,319

Pooled Trust Preferred Collateralized Debt Obligations
40,378

 
463

 
(7,193
)
 
33,648

 
39,989

 
427

 
(7,124
)
 
33,292

Total Debt Securities
792,405

 
7,434

 
(15,263
)
 
784,576

 
788,412

 
7,076

 
(18,546
)
 
776,942

Equities
1,670

 

 

 
1,670

 
1,670

 

 

 
1,670

Total Securities Available for Sale
$
794,075

 
$
7,434

 
$
(15,263
)
 
$
786,246

 
$
790,082

 
$
7,076

 
$
(18,546
)
 
$
778,612


Mortgage-backed securities include mortgage-backed obligations of U.S. Government agencies and obligations of U.S. Government-sponsored enterprises. These obligations have contractual maturities ranging from less than one year to approximately 30 years with lower anticipated lives to maturity due to prepayments. All mortgage-backed securities contain a certain amount of risk related to the uncertainty of prepayments of the underlying mortgages. Interest rate changes have a direct impact upon prepayment speeds; therefore, First Commonwealth uses computer simulation models to test the average life and yield volatility of all mortgage-backed securities under various interest rate scenarios to monitor the potential impact on earnings and interest rate risk positions.

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. Other fixed income securities within the portfolio also contain prepayment risk.

14

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2017, by contractual maturity, are shown below.
 
Amortized
Cost
 
Estimated
Fair Value
 
(dollars in thousands)
Due within 1 year
$
996

 
$
997

Due after 1 but within 5 years
14,087

 
14,176

Due after 5 but within 10 years
27,079

 
27,555

Due after 10 years
42,290

 
35,975

 
84,452

 
78,703

Mortgage-Backed Securities (a)
707,953

 
705,873

Total Debt Securities
$
792,405

 
$
784,576

 
(a)
Mortgage-Backed Securities include an amortized cost of $13.8 million and a fair value of $15.2 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $694.1 million and a fair value of $690.7 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:
 
2017
 
2016
 
(dollars in thousands)
Proceeds from sales
$
103,618

 
$
55,744

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

 
$
304

Gross losses
(49
)
 
(276
)
 
(49
)
 
28

Maturities and impairment
 
 
 
Gross gains
712

 

Gross losses
(60
)
 

 
652

 

Net gains and impairment
$
603

 
$
28


Proceeds from sales of investments for the six months ended June 30, 2017 included the liquidation of the DCB investment portfolio in April 2017. These securities were sold because of the small positions held in the portfolio. Gross gains of $0.7 million recognized in 2017 were a result of the early redemption of one of our trust preferred securities. Securities available for sale with an estimated fair value of $517.2 million and $445.8 million were pledged as of June 30, 2017 and December 31, 2016, respectively, to secure public deposits and for other purposes required or permitted by law.

15

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


Securities Held to Maturity
Below is an analysis of the amortized cost and fair values of debt securities held to maturity at:
 
June 30, 2017
 
December 31, 2016
 
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
$
4,142

 
$

 
$
(13
)
 
$
4,129

 
$
4,297

 
$

 
$
(4
)
 
$
4,293

Mortgage-Backed Securities- Commercial
58,780

 

 
(727
)
 
58,053

 
34,444

 

 
(561
)
 
33,883

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
332,768

 
193

 
(1,527
)
 
331,434

 
280,430

 
5

 
(2,527
)
 
277,908

Mortgage-Backed Securities – Commercial
14,393

 
22

 

 
14,415

 
14,675

 

 
(142
)
 
14,533

Obligations of States and Political Subdivisions
40,603

 
431

 
(138
)
 
40,896

 
38,667

 
55

 
(721
)
 
38,001

Debt Securities Issued by Foreign Governments
200

 

 

 
200

 

 

 

 

Total Securities Held to Maturity
$
450,886

 
$
646

 
$
(2,405
)
 
$
449,127

 
$
372,513

 
$
60

 
$
(3,955
)
 
$
368,618

The amortized cost and estimated fair value of debt securities held to maturity at June 30, 2017, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers 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
$

 
$

Due after 1 but within 5 years
3,118

 
3,142

Due after 5 but within 10 years
32,061

 
32,354

Due after 10 years
5,624

 
5,600

 
40,803

 
41,096

Mortgage-Backed Securities (a)
410,083

 
408,031

Total Debt Securities
$
450,886

 
$
449,127

(a)
Mortgage-Backed Securities include an amortized cost of $62.9 million and a fair value of $62.2 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $347.2 million and a fair value of $345.8 million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac.
Securities held to maturity with an amortized cost of $296.3 million and $119.2 million were pledged as of June 30, 2017 and December 31, 2016, respectively, to secure public deposits and for other purposes required or permitted by law.


16

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


Note 8 Impairment of Investment Securities
Securities Available for Sale and Held to Maturity
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, 2017 and 2016, no other-than-temporary impairment charges were recognized.
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.
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, or be required 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, 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 11, “Fair Values of Assets and Liabilities,” for additional information.
The following table presents the gross unrealized losses and estimated fair values at June 30, 2017 for both available for sale and held to maturity securities 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
$
5,825

 
$
(20
)
 
$

 
$

 
$
5,825

 
$
(20
)
Mortgage-Backed Securities – Commercial
58,053

 
(727
)
 

 

 
58,053

 
(727
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
634,704

 
(7,786
)
 
63,386

 
(1,804
)
 
698,090

 
(9,590
)
Other Government-Sponsored Enterprises
100

 

 

 

 
100

 

Obligations of States and Political Subdivisions
7,786

 
(138
)
 

 

 
7,786

 
(138
)
Pooled Trust Preferred Collateralized Debt Obligations

 

 
29,187

 
(7,193
)
 
29,187

 
(7,193
)
Total Securities
$
706,468

 
$
(8,671
)
 
$
92,573

 
$
(8,997
)
 
$
799,041

 
$
(17,668
)

At June 30, 2017, fixed income securities issued by U.S. Government-sponsored enterprises and U.S. Government agencies comprised 54% and 4%, respectively, of total unrealized losses due to changes in market interest rates. Pooled trust preferred collateralized debt obligations accounted for 41% of the unrealized losses primarily due to the illiquid market for this investment type. At June 30, 2017, there are 87 debt securities in an unrealized loss position.

17

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


The following table presents the gross unrealized losses and estimated fair values at December 31, 2016 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
$
4,898

 
$
(11
)
 
$

 
$

 
$
4,898

 
$
(11
)
Mortgage-Backed Securities - Commercial
33,883

 
(561
)
 

 

 
33,883

 
(561
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
670,708

 
(11,630
)
 
56,200

 
(2,202
)
 
726,908

 
(13,832
)
Mortgage-Backed Securities – Commercial
14,534

 
(142
)
 

 

 
14,534

 
(142
)
Other Government-Sponsored Enterprises
16,632

 
(69
)
 

 

 
16,632

 
(69
)
Obligation of States and Political Subdivisions
33,277

 
(762
)
 

 

 
33,277

 
(762
)
Pooled Trust Preferred Collateralized Debt Obligations

 

 
28,952

 
(7,124
)
 
28,952

 
(7,124
)
Total Securities
$
773,932

 
$
(13,175
)
 
$
85,152

 
$
(9,326
)
 
$
859,084

 
$
(22,501
)
As of June 30, 2017, our corporate securities had an amortized cost and an estimated fair value of $15.9 million and $16.4 million, respectively. As of December 31, 2016, our corporate securities had an amortized cost and estimated fair value of $5.9 million and $6.3 million, respectively. Corporate securities are comprised of debt for large regional banks. There were no corporate securities in an unrealized loss position as of June 30, 2017 and December 31, 2016. When unrealized losses exist on these investments, management reviews each of the issuer’s asset quality, earnings trends 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, 2017, the book value of our pooled trust preferred collateralized debt obligations totaled $40.4 million with an estimated fair value of $33.6 million, which includes securities comprised of 256 banks and other financial institutions. All of our pooled securities are mezzanine tranches, two of which have no senior class remaining in the issue. The credit ratings on all of our issues are below 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, 2017, after taking into account management’s best estimates of future interest deferrals and defaults, two of our securities had no excess subordination in the tranches we own and six of our securities had excess subordination which ranged from 2% to 84% of the current performing collateral.
 
The following table provides information related to our pooled trust preferred collateralized debt obligations as of June 30, 2017:
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 IV
Mezzanine
 
$
1,823

 
$
1,361

 
$
(462
)
 
Ba1/BB
 
6

 
18.05
%
 
60.51
%
Pre TSL VIII
Mezzanine
 
1,983

 
2,139

 
156

 
C/C
 
27

 
40.34

 
0.00

Pre TSL IX
Mezzanine
 
2,430

 
1,965

 
(465
)
 
B1/C
 
37

 
27.83

 
11.71

Pre TSL X
Mezzanine
 
1,801

 
2,016

 
215

 
Caa1/C
 
42

 
30.10

 
1.97

Pre TSL XII
Mezzanine
 
5,991

 
4,913

 
(1,078
)
 
B3/C
 
64

 
24.13

 
0.00

Pre TSL XIII
Mezzanine
 
13,070

 
10,965

 
(2,105
)
 
Ba1/CCC
 
52

 
8.02

 
45.06

Pre TSL XIV
Mezzanine
 
13,066

 
9,983

 
(3,083
)
 
Ba2/CCC
 
52

 
12.87

 
40.25

MMCap I
Mezzanine
 
214

 
306

 
92

 
Ca/C
 
8

 
58.11

 
83.52

Total
 
 
$
40,378

 
$
33,648

 
$
(6,730
)
 
 
 
 
 
 
 
 

18

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


Lack of liquidity in the market for trust preferred collateralized debt obligations, below investment grade credit ratings and market uncertainties related to the financial industry are factors contributing to the impairment on these securities.
All of the Company's pooled trust preferred securities are included in the non-exclusive list issued by the regulatory agencies and therefore are not considered covered funds under the Volcker Rule.
On a quarterly basis we evaluate our debt securities for other-than-temporary impairment. During the three and six months ended June 30, 2017 and 2016, 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, 2017. 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 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 256 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 will 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, 2017, 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.

19

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


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 that 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 allow 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, 2017, indicates that no credit-related other-than-temporary impairment has occurred on our pooled trust preferred securities during the six months ended June 30, 2017. Based upon the analysis performed by management, it is probable that two 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 previous table with 0.00% “Excess Subordination as a % of Current Performing Collateral.” For the remaining securities listed in that table, our analysis as of June 30, 2017 indicates it is probable that we will collect all contractual principal and interest payments. For five of those securities, PreTSL IX, PreTSL X, PreTSL XIII, PreTSL XIV and MMCap I, other-than-temporary impairment charges were recorded in prior periods; however, due to improvement in the expected cash flows of these securities, it is now probable that all contractual payments will be received.
During 2008, 2009 and 2010, other-than-temporary impairment charges were recognized on all of our pooled trust preferred securities, except for PreTSL IV. Our cash flow analysis as of June 30, 2017, 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 the present value of estimated future principal and interest payments exceeding the securities' current book value. The excess for each bond of the present value of future cash flows over our current book value ranges from 18% to 111% 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 is reflected in the following table as increases in cash flows expected to be collected.
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,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands)
Balance, beginning (a)
$
16,828

 
$
24,590

 
$
17,056

 
$
24,851

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)
(218
)
 
(280
)
 
(446
)
 
(541
)
Reduction for debt securities called during the period

 

 

 

Balance, ending
$
16,610

 
$
24,310

 
$
16,610

 
$
24,310

 
(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 first six months of 2017 and 2016, 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, 2017 and 2016, there were no equity securities in an unrealized loss position.
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

20

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


transfer price is determined by FHLB membership rules and not by market participants. As of June 30, 2017 and December 31, 2016, our FHLB stock totaled $34.3 million and $36.5 million, respectively, and is included in “Other investments” on the Condensed Consolidated Statements of Financial Condition.
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 and has concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities during the three and six months ended June 30, 2017.
Note 9 Loans and Allowance for Credit Losses
The following table provides outstanding balances related to each of our loan types:
 
 
June 30, 2017
 
December 31, 2016
 
Originated
 
Acquired
 
Total
 
Originated
 
Acquired
 
Total
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,157,542

 
$
42,258

 
$
1,199,800

 
$
1,131,148

 
$
8,399

 
$
1,139,547

Real estate construction
237,035

 
12,220

 
249,255

 
217,840

 
1,781

 
219,621

Residential real estate
1,169,217

 
247,709

 
1,416,926

 
1,165,851

 
63,341

 
1,229,192

Commercial real estate
1,819,590

 
143,411

 
1,963,001

 
1,717,043

 
25,167

 
1,742,210

Loans to individuals
535,819

 
9,981

 
545,800

 
546,589

 
2,188

 
548,777

Total loans
$
4,919,203

 
$
455,579

 
$
5,374,782

 
$
4,778,471

 
$
100,876

 
$
4,879,347

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 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 Company’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.
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. Movement 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.

21

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


The following tables represent our credit risk profile by creditworthiness:
 
June 30, 2017
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
1,076,627

 
$
237,035

 
$
1,155,603

 
$
1,767,348

 
$
535,611

 
$
4,772,224

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
47,113

 

 
3,076

 
34,630

 

 
84,819

Substandard
28,828

 

 
10,538

 
17,612

 
208

 
57,186

Doubtful
4,974

 

 

 

 

 
4,974

Total Non-Pass
80,915

 

 
13,614

 
52,242

 
208

 
146,979

Total
$
1,157,542

 
$
237,035

 
$
1,169,217

 
$
1,819,590

 
$
535,819

 
$
4,919,203

 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
40,132

 
$
12,220

 
$
245,180

 
$
134,825

 
$
9,981

 
$
442,338

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
1,193

 

 
942

 
3,518

 

 
5,653

Substandard
933

 

 
1,587

 
5,068

 

 
7,588

Doubtful

 

 

 

 

 

Total Non-Pass
2,126

 

 
2,529

 
8,586

 

 
13,241

Total
$
42,258

 
$
12,220

 
$
247,709

 
$
143,411

 
$
9,981

 
$
455,579

 
 
December 31, 2016
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
1,038,844

 
$
217,565

 
$
1,152,511

 
$
1,691,220

 
$
546,316

 
$
4,646,456

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
27,387

 
275

 
5,923

 
7,596

 

 
41,181

Substandard
64,917

 

 
7,417

 
18,227

 
273

 
90,834

Doubtful

 

 

 

 

 

Total Non-Pass
92,304

 
275

 
13,340

 
25,823

 
273

 
132,015

Total
$
1,131,148

 
$
217,840

 
$
1,165,851

 
$
1,717,043

 
$
546,589

 
$
4,778,471

 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
7,591

 
$
1,781

 
$
62,919

 
$
24,043

 
$
2,185

 
$
98,519

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
486

 

 

 

 

 
486

Substandard
322

 

 
422

 
1,124

 
3

 
1,871

Doubtful

 

 

 

 

 

Total Non-Pass
808

 

 
422

 
1,124

 
3

 
2,357

Total
$
8,399

 
$
1,781

 
$
63,341

 
$
25,167

 
$
2,188

 
$
100,876


22

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


Portfolio Risks
The credit quality of our loan portfolio can potentially represent significant risk to our earnings, capital and liquidity. First Commonwealth devotes substantial resources to managing this risk primarily through our credit administration department that develops and administers policies and procedures for underwriting, maintaining, monitoring and collecting loans. Credit administration is independent of our lending departments and oversight is provided by the credit committee of the First Commonwealth Board of Directors.
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, 2017. 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.
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, 2017 and December 31, 2016. 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, 2017
 
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)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
1,864

 
$
88

 
$
48

 
$
12,561

 
$
14,561

 
$
1,142,981

 
$
1,157,542

Real estate construction

 

 

 

 

 
237,035

 
237,035

Residential real estate
3,325

 
1,189

 
1,015

 
6,363

 
11,892

 
1,157,325

 
1,169,217

Commercial real estate
863

 
166

 
5

 
3,802

 
4,836

 
1,814,754

 
1,819,590

Loans to individuals
1,487

 
615

 
712

 
208

 
3,022

 
532,797

 
535,819

Total
$
7,539

 
$
2,058

 
$
1,780

 
$
22,934

 
$
34,311

 
$
4,884,892

 
$
4,919,203

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$

 
$

 
$

 
$
563

 
$
563

 
$
41,695

 
$
42,258

Real estate construction

 

 

 

 

 
12,220

 
12,220

Residential real estate
68

 
133

 
106

 
626

 
933

 
246,776

 
247,709

Commercial real estate

 

 

 
3,298

 
3,298

 
140,113

 
143,411

Loans to individuals
65

 
27

 
12

 

 
104

 
9,877

 
9,981

Total
$
133

 
$
160

 
$
118

 
$
4,487

 
$
4,898

 
$
450,681

 
$
455,579

 

23

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


 
December 31, 2016
 
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)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
2,380

 
$
171

 
$
75

 
$
17,928

 
$
20,554

 
$
1,110,594

 
$
1,131,148

Real estate construction
183

 

 

 

 
183

 
217,657

 
217,840

Residential real estate
4,133

 
1,089

 
995

 
5,792

 
12,009

 
1,153,842

 
1,165,851

Commercial real estate
265

 
327

 
57

 
3,443

 
4,092

 
1,712,951

 
1,717,043

Loans to individuals
1,640

 
776

 
970

 
273

 
3,659

 
542,930

 
546,589

Total
$
8,601

 
$
2,363

 
$
2,097

 
$
27,436

 
$
40,497

 
$
4,737,974

 
$
4,778,471

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
486

 
$

 
$

 
$

 
$
486

 
$
7,913

 
$
8,399

Real estate construction

 

 

 

 

 
1,781

 
1,781

Residential real estate
148

 
39

 
34

 
422

 
643

 
62,698

 
63,341

Commercial real estate

 

 

 
162

 
162

 
25,005

 
25,167

Loans to individuals
1

 
7

 

 
3

 
11

 
2,177

 
2,188

Total
$
635

 
$
46

 
$
34

 
$
587

 
$
1,302

 
$
99,574

 
$
100,876

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 on 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 becomes 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 in doubt.
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 also 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.

24

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


At June 30, 2017 and December 31, 2016, there were no nonaccrual loans held for sale. In addition, $21 thousand in gains were recognized in income during the second quarter of 2017 as the result of the sale of a nonaccrual loan held for sale at March 31, 2017. There were no gains or losses recognized in income for the six months ended June 30, 2016.
Significant nonaccrual loans as of June 30, 2017, include the following:
A $5.0 million relationship of commercial industrial loans to a steel and aluminum servicing company. These loans were originated in 2011 and were placed in nonaccrual status during the first quarter of 2016. During the second quarter of 2017, a restructuring agreement resulted in payments of $2.4 million on these loans. A collateral valuation was completed in the second quarter of 2017.
A $2.8 million relationship of commercial industrial loans to a local energy company involved in the drilling and production of natural gas wells. These loans were originated from 2008 to 2011 and were placed in nonaccrual status during the third quarter of 2013. Two of these loans were modified resulting in TDR classification: one loan totaling $0.6 million was modified in 2012, and the other loan totaling $2.2 million was modified in 2014. Charge-offs totaling $0.4 million were recognized in the first six months of 2017. A valuation of the collateral was updated during the first quarter of 2017.
A $2.1 million commercial real estate loan to a property manager. This loan was acquired as part of the DCB acquisition. A valuation of the collateral was completed during the second quarter of 2017.
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, 2017 and December 31, 2016. 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 their period-end allowance position.
 
June 30, 2017
 
December 31, 2016
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
(dollars in thousands)
Originated loans:
 
 
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
8,290

 
$
14,697

 


 
$
9,549

 
$
15,369

 


Real estate construction

 

 


 

 

 


Residential real estate
11,128

 
12,975

 


 
10,873

 
13,004

 


Commercial real estate
6,524

 
7,498

 


 
5,765

 
6,905

 


Loans to individuals
341

 
391

 


 
382

 
507

 


Subtotal
26,283

 
35,561

 


 
26,569

 
35,785

 


With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
8,634

 
12,699

 
$
1,681

 
13,423

 
19,226

 
$
2,530

Real estate construction

 

 

 

 

 

Residential real estate
342

 
459

 
31

 
424

 
475

 
164

Commercial real estate
428

 
427

 
259

 
810

 
810

 
434

Loans to individuals

 

 

 

 

 

Subtotal
9,404

 
13,585

 
1,971

 
14,657

 
20,511

 
3,128

Total
$
35,687

 
$
49,146

 
$
1,971

 
$
41,226

 
$
56,296

 
$
3,128


25

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


 
 
June 30, 2017
 
December 31, 2016
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
(dollars in thousands)
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
72

 
$
72

 
 
 
$

 
$

 
 
Real estate construction

 

 
 
 

 

 
 
Residential real estate
624

 
943

 
 
 
406

 
480

 
 
Commercial real estate
3,140

 
4,012

 
 
 
162

 
162

 
 
Loans to individuals

 

 
 
 
3

 
3

 
 
Subtotal
3,836

 
5,027

 
 
 
571

 
645

 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
490

 
490

 
$
110

 

 

 
$

Real estate construction

 

 

 

 

 

Residential real estate
14

 
28

 
4

 
16

 
16

 
16

Commercial real estate
158

 
162

 
50

 

 

 

Loans to individuals

 

 

 

 

 

Subtotal
662

 
680

 
164

 
16

 
16

 
16

Total
$
4,498

 
$
5,707

 
$
164

 
$
587

 
$
661

 
$
16


 
For the Six Months Ended June 30,
 
2017
 
2016
 
Originated Loans
 
Acquired Loans
 
Originated Loans
 
Average
recorded
investment
 
Interest
income
recognized
 
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
$
13,888

 
$
289

 
$
36

 
$

 
$
20,116

 
$
249

Real estate construction

 

 
50

 

 
9

 
44

Residential real estate
11,434

 
185

 
465

 
7

 
11,232

 
137

Commercial real estate
6,586

 
88

 
1,575

 

 
7,136

 
67

Loans to individuals
341

 
11

 

 

 
442

 
3

Subtotal
32,249

 
573

 
2,126

 
7

 
38,935

 
500

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
9,220

 
46

 
82

 

 
17,939

 
91

Real estate construction

 

 

 

 

 

Residential real estate
279

 

 
7

 

 
347

 

Commercial real estate
484

 
13

 
161

 

 
861

 
11

Loans to individuals

 

 

 

 

 

Subtotal
9,983

 
59

 
250

 

 
19,147

 
102

Total
$
42,232

 
$
632

 
$
2,376

 
$
7

 
$
58,082

 
$
602




26

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


 
For the Three Months Ended June 30,
 
2017
 
2016
 
Originated Loans
 
Acquired Loans
 
Originated Loans
 
Average
recorded
investment
 
Interest
Income
Recognized
 
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
$
12,583

 
$
251

 
$
72

 
$

 
$
18,995

 
$
95

Real estate construction

 

 
100

 

 

 

Residential real estate
11,339

 
110

 
623

 
7

 
11,462

 
90

Commercial real estate
6,596

 
34

 
3,151

 

 
6,887

 
29

Loans to individuals
344

 
9

 

 

 
405

 
2

Subtotal
30,862

 
404

 
3,946

 
7

 
37,749

 
216

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
8,813

 
20

 
164

 

 
22,788

 
65

Real estate construction

 

 

 

 

 

Residential real estate
332

 

 
14

 

 
476

 

Commercial real estate
481

 
6

 
160

 

 
921

 
6

Loans to individuals

 

 

 

 

 

Subtotal
9,626

 
26

 
338

 

 
24,185

 
71

Total
$
40,488

 
$
430

 
$
4,284

 
$
7

 
$
61,934

 
$
287

Unfunded commitments related to nonperforming loans were $1.5 million at June 30, 2017 and $1.8 million at December 31, 2016. After consideration of the requirements to draw and available collateral related to these commitments, a reserve of $0.1 million and $12 thousand was established for these off balance sheet exposures at June 30, 2017 and December 31, 2016, respectively.
 
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.
The following table provides detail as to the total troubled debt restructured loans and total commitments outstanding on troubled debt restructured loans:
 
June 30, 2017
 
December 31, 2016
 
(dollars in thousands)
Troubled debt restructured loans
 
 
 
Accrual status
$
12,764

 
$
13,790

Nonaccrual status
11,868

 
11,569

Total
$
24,632

 
$
25,359

Commitments
 
 
 
Letters of credit
$
60

 
$

Unused lines of credit
87

 
358

Total
$
147

 
$
358


27

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


The following tables provide detail, including specific reserves and reasons for modification, related to loans identified as troubled debt restructurings:
 
For the Six Months Ended June 30, 2017
 
 
 
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

 
$
6,768

 
$
1,786

 
$

 
$
8,554

 
$
6,422

 
$
960

Residential real estate
12

 
129

 
187

 
413

 
729

 
683

 
4

Commercial real estate
3

 
179

 

 
84

 
263

 
258

 

Loans to individuals
7

 

 
17

 
48

 
65

 
56

 

Total
26

 
$
7,076

 
$
1,990

 
$
545

 
$
9,611

 
$
7,419

 
$
964


 
For the Six Months Ended June 30, 2016
 
 
 
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
5

 
$
92

 
$
4,009

 
$

 
$
4,101

 
$
3,708

 
$
40

Residential real estate
26

 

 
114

 
2,416

 
2,530

 
2,440

 

Commercial real estate
6

 
1,264

 

 
25

 
1,289

 
1,227

 
74

Loans to individuals
5

 

 
29

 
11

 
40

 
30

 

Total
42

 
$
1,356

 
$
4,152

 
$
2,452

 
$
7,960

 
$
7,405

 
$
114

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 may include loans that were modified for a change in rate as well as a re-amortization of the principal and an extension of the maturity. For the six months ended June 30, 2017 and 2016, $0.2 million and $4.2 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of re-amortization. For both 2017 and 2016 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.


28

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


 
For the Three Months Ended June 30, 2017
 
 
 
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

 
$
6,768

 
$
1,745

 
$

 
$
8,513

 
$
6,385

 
$
960

Residential real estate
5

 

 
85

 
108

 
193

 
189

 
4

Commercial real estate
1

 

 

 
68

 
68

 
68

 

Loans to individuals
4

 

 
3

 
17

 
20

 
17

 

Total
13

 
$
6,768

 
$
1,833

 
$
193

 
$
8,794

 
$
6,659

 
$
964


 
For the Three Months Ended, June 30, 2016
 
 
 
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

 
$
92

 
$
240

 
$

 
$
332

 
$
217

 
$
40

Residential real estate
17

 

 

 
1,435

 
1,435

 
1,428

 

Commercial real estate
4

 
1,198

 

 

 
1,198

 
1,173

 
74

Loans to individuals
2

 

 
11

 
6

 
17

 
15

 

Total
27

 
$
1,290

 
$
251

 
$
1,441

 
$
2,982

 
$
2,833

 
$
114

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 may include loans that were modified for a change in rate as well as a re-amortization of the principal and an extension of the maturity. For the three months ended June 30, 2017 and 2016, $0.1 million and $0.3 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of re-amortization. For both 2017 and 2016 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.

29

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


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 be in default during the six months ended June 30:
 
2017
 
2016
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate
4

 
$
103

 

 
$

Total
4

 
$
103

 

 
$

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

 
2017
 
2016
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate
4

 
$
103

 

 
$

Total
4

 
$
103

 

 
$



30

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


The following tables provide detail related to the allowance for credit losses:
 
For the Six Months Ended June 30, 2017
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
35,974

 
$
577

 
$
2,492

 
$
6,619

 
$
4,504

 
$
50,166

Charge-offs
(5,277
)
 

 
(610
)
 
(60
)
 
(2,170
)
 
(8,117
)
Recoveries
3,636

 
96

 
192

 
146

 
248

 
4,318

Provision (credit)
(961
)
 
95

 
42

 
602

 
1,750

 
1,528

Ending balance
33,372

 
768

 
2,116

 
7,307

 
4,332

 
47,895

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance

 

 
19

 

 

 
19

Charge-offs

 

 
(9
)
 

 
(8
)
 
(17
)
Recoveries


1

 
27

 
4

 
46

 
78

Provision (credit)
118

 
(1
)
 
(33
)
 
46

 
(38
)
 
92

Ending balance
118

 

 
4

 
50

 

 
172

Total ending balance
$
33,490

 
$
768

 
$
2,120

 
$
7,357

 
$
4,332

 
$
48,067

Ending balance: individually evaluated for impairment
$
1,791

 
$

 
$
35

 
$
309

 
$

 
$
2,135

Ending balance: collectively evaluated for impairment
31,699

 
768

 
2,085

 
7,048

 
4,332

 
45,932

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,199,800

 
249,255

 
1,416,926

 
1,963,001

 
545,800

 
5,374,782

Ending balance: individually evaluated for impairment
16,917

 

 
6,978

 
8,697

 

 
32,592

Ending balance: collectively evaluated for impairment
1,182,883

 
249,255

 
1,409,948

 
1,954,304

 
545,800

 
5,342,190

 
For the Six Months Ended June 30, 2016
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
31,035

 
$
887

 
$
2,606

 
$
11,924

 
$
4,360

 
$
50,812

Charge-offs
(6,145
)
 

 
(602
)
 
(408
)
 
(2,491
)
 
(9,646
)
Recoveries
198

 
227

 
260

 
783

 
289

 
1,757

Provision (credit)
21,269

 
(634
)
 
341

 
(6,437
)
 
2,359

 
16,898

Ending balance
$
46,357

 
$
480

 
$
2,605

 
$
5,862

 
$
4,517

 
$
59,821

Ending balance: individually evaluated for impairment
$
15,018

 
$

 
$
48

 
$
464

 
$

 
$
15,530

Ending balance: collectively evaluated for impairment
31,339

 
480

 
2,557

 
5,398

 
4,517

 
44,291

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,185,062

 
242,132

 
1,199,005

 
1,648,222

 
569,355

 
4,843,776

Ending balance: individually evaluated for impairment
43,817

 

 
5,966

 
6,017

 

 
55,800

Ending balance: collectively evaluated for impairment
1,141,245

 
242,132

 
1,193,039

 
1,642,205

 
569,355

 
4,787,976


31

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





 
For the Three Months Ended June 30, 2017
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
34,701

 
$
614

 
$
2,414

 
$
6,582

 
$
4,334

 
$
48,645

Charge-offs
(1,452
)
 

 
(145
)
 
(29
)
 
(972
)
 
(2,598
)
Recoveries
3,268

 
42

 
70

 
29

 
120

 
3,529

Provision (credit)
(3,145
)
 
112

 
(223
)
 
725

 
850

 
(1,681
)
Ending balance
33,372

 
768

 
2,116

 
7,307

 
4,332

 
47,895

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance

 

 
31

 

 

 
31

Charge-offs

 

 
(1
)
 

 
(1
)
 
(2
)
Recoveries

 
1

 
21

 
4

 
45

 
71

Provision (credit)
118

 
(1
)
 
(47
)
 
46

 
(44
)
 
72

Ending balance
118

 

 
4

 
50

 

 
172

Total ending balance
$
33,490

 
$
768

 
$
2,120

 
$
7,357

 
$
4,332

 
$
48,067


 
For the Three Months Ended, June 30, 2016
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
41,721

 
$
901

 
$
2,628

 
$
5,483

 
$
4,489

 
$
55,222

Charge-offs
(4,753
)
 

 
(220
)
 
(143
)
 
(1,022
)
 
(6,138
)
Recoveries
64

 
4

 
142

 
27

 
128

 
365

Provision (credit)
9,325

 
(425
)
 
55

 
495

 
922

 
10,372

Ending balance
$
46,357

 
$
480

 
$
2,605

 
$
5,862

 
$
4,517

 
$
59,821


Note 10 Income Taxes
At June 30, 2017 and December 31, 2016, 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 returns for tax years 2013 and forward remain open for examination as of June 30, 2017.
During the first quarter of 2017, First Commonwealth adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718)." Adoption of this ASU resulted in a $0.1 million tax benefit.
Note 11 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.

32

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


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 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, corporate securities, FHLB stock, loans held for sale, interest rate derivatives (including interest rate caps, 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 recorded in the Condensed Consolidated Statements of Financial Condition 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, “Impairment of Investment Securities.”
Loans held for sale include residential mortgage loans originated for sale in the secondary mortgage market. The estimated fair value for these loans was determined on the basis of rates obtained in the respective secondary market.
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 as well as interest rate caps and risk participation agreements. First Commonwealth values its interest rate swap and cap 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 one year, Eurodollar futures contracts and swap rates from one year to thirty years. These yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 12, “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 2017, we have not realized any losses due to a counterparty's inability to pay any uncollateralized positions.

33

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


Interest rate derivatives also include interest rate forwards entered into to hedge residential mortgage loans held for sale and the related interest-rate lock commitments. This includes forward commitments to sell mortgage loans. The fair value of these derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for rate lock commitments.
In addition, the Company hedges foreign currency risk through the use of foreign exchange forward contracts. The fair value of foreign exchange forward contracts is based on the differential between the contract price and the market-based forward rate.
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, 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 United States. There has been little or no active trading in these securities since 2009; therefore, it is 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 7, “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 a 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.
The estimated fair value of limited partnership investments included in Level 3 is based on par value.
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).

34

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


In accordance with ASU 2011-4, the following table provides information related to quantitative inputs and assumptions used in Level 3 fair value measurements.
 
Fair Value (dollars
in thousands)
 
Valuation
Technique
 
Unobservable Inputs
 
Range /
(weighted average)
Pooled Trust Preferred Securities
$
33,648

 
Discounted Cash Flow
 
Probability of default
 
0% - 100% (9.56%)
 
 
 
 
 
Prepayment rates
 
0% - 72.4% (4.15%)
 
 
 
 
 
Discount rates
 
5.25% - 12.00% (a)
Equities
1,670

 
Par Value
 
N/A
 
N/A
Impaired Loans
2,190
 (b)
 
Reserve study
 
Discount rate
 
10.00%
 
 
 
 
 
Gas per MMBTU
 
$2.87 - $3.61 (c)
 
 
 
 
 
Oil per BBL/d
 
$56.05 - $57.65 (c)
 
7,038
 (b)
 
Discounted Cash Flow
 
Discount Rate
 
1.90% - 4.68%
Limited Partnership Investments
1,477

 
Par Value
 
N/A
 
N/A
 
(a)
Incorporates spread over risk free rate related primarily to credit quality and illiquidity of securities.
(b)
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.
(c)
Unobservable inputs are defined as follows: MMBTU - million British thermal units; BBL/d - barrels per day.
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 a higher fair value measurement. Other unobservable inputs in the fair value measurement of impaired loans relate to gas, oil and natural gas prices. Increases in these prices 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.

35

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
15,184

 
$

 
$
15,184

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

 
690,689

 

 
690,689

Mortgage-Backed Securities - Commercial

 

 

 

Other Government-Sponsored Enterprises

 
1,096

 

 
1,096

Obligations of States and Political Subdivisions

 
27,555

 

 
27,555

Corporate Securities

 
16,404

 

 
16,404

Pooled Trust Preferred Collateralized Debt Obligations

 

 
33,648

 
33,648

Total Debt Securities

 
750,928

 
33,648

 
784,576

Equities

 

 
1,670

 
1,670

Total Securities Available for Sale

 
750,928

 
35,318

 
786,246

Other Investments

 
34,340

 

 
34,340

Loans Held for Sale

 
9,785

 

 
9,785

Other Assets(a)

 
4,396

 
1,477

 
5,873

Total Assets
$

 
$
799,449

 
$
36,795

 
$
836,244

Other Liabilities(a)
$

 
$
5,147

 
$

 
$
5,147

Total Liabilities
$

 
$
5,147

 
$

 
$
5,147

(a)
Hedging and non-hedging interest rate derivatives and limited partnership investments

 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
16,617

 
$

 
$
16,617

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

 
676,853

 

 
676,853

Mortgage-Backed Securities - Commercial

 
1

 

 
1

Other Government-Sponsored Enterprises

 
16,631

 

 
16,631

Obligations of States and Political Subdivisions

 
27,229

 

 
27,229

Corporate Securities

 
6,319

 

 
6,319

Pooled Trust Preferred Collateralized Debt Obligations

 

 
33,292

 
33,292

Total Debt Securities

 
743,650

 
33,292

 
776,942

Equities

 

 
1,670

 
1,670

Total Securities Available for Sale

 
743,650

 
34,962

 
778,612

Other Investments

 
36,498

 

 
36,498

Loans Held for Sale

 
7,052

 

 
7,052

Other Assets(a)

 
6,089

 
930

 
7,019

Total Assets
$

 
$
793,289

 
$
35,892

 
$
829,181

Other Liabilities(a)
$

 
$
5,972

 
$

 
$
5,972

Total Liabilities
$

 
$
5,972

 
$

 
$
5,972

(a)
Hedging and non-hedging interest rate derivatives and limited partnership investments


36

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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:
 
2017
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
33,292

 
$
1,670

 
$
930

 
$
35,892

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
410

 

 

 
410

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 

 
547

 
547

Issuances

 

 

 

Sales

 

 

 

Settlements
(54
)
 

 

 
(54
)
Transfers from Level 3

 

 

 

Transfers into Level 3

 

 

 

Balance, end of period
$
33,648

 
$
1,670

 
$
1,477

 
$
36,795

 
 
2016
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
35,658

 
$
2,170

 
$

 
$
37,828

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
(1,905
)
 

 

 
(1,905
)
Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 
36

 
168

 
204

Issuances

 

 

 

Sales

 

 

 

Settlements
(30
)
 

 

 
(30
)
Transfers from Level 3

 
(536
)
 


 
(536
)
Transfers into Level 3

 

 
536

 
536

Balance, end of period
$
33,723

 
$
1,670

 
$
704

 
$
36,097

During the six months ended June 30, 2017, there were no transfers between fair value Levels 1, 2 or 3. During the six months ended June 30, 2016, $0.5 million in investments in limited partnerships were moved from other equity securities to other assets constituting the transfers into and out of Level 3. 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, 2017 and 2016.

37

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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:
 
2017
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
33,741

 
$
1,670

 
$
1,340

 
$
36,751

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
(87
)
 

 

 
(87
)
Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 

 
137

 
137

Issuances

 

 

 

Sales

 

 

 

Settlements
(6
)
 

 

 
(6
)
Transfers from Level 3

 

 

 

Transfers into Level 3

 

 

 

Balance, end of period
$
33,648

 
$
1,670

 
$
1,477

 
$
36,795

 
2016
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
33,273

 
$
2,206

 
$

 
35,479

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
480

 

 

 
480

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 

 
168

 
168

Issuances

 

 

 

Sales

 

 

 

Settlements
(30
)
 

 

 
(30
)
Transfers from Level 3

 
(536
)
 

 
(536
)
Transfers into Level 3

 

 
536

 
536

Balance, end of period
$
33,723

 
$
1,670

 
$
704

 
$
36,097

During the three months ended June 30, 2017, there were no transfers between fair value Levels 1, 2 or 3. During the three months ended June 30, 2016, $0.5 million in investments in limited partnerships were moved from other equity securities to other assets constituting the transfers into and out of Level 3. 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, 2017 and 2016.

38

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


The tables below present the balances of assets measured at fair value on a nonrecurring basis at:
 
June 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
21,089

 
$
16,961

 
$
38,050

Other real estate owned

 
6,281

 

 
6,281

Total Assets
$

 
$
27,370

 
$
16,961

 
$
44,331

 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
18,679

 
$
19,990

 
$
38,669

Other real estate owned

 
7,566

 

 
7,566

Total Assets
$

 
$
26,245

 
$
19,990

 
$
46,235

The following gain (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,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands)
Impaired loans
$
(238
)
 
$
(6,991
)
 
$
(1,278
)
 
$
(14,576
)
Other real estate owned
(1,094
)
 
(245
)
 
(1,125
)
 
(258
)
Total losses
$
(1,332
)
 
$
(7,236
)
 
$
(2,403
)
 
$
(14,834
)
Impaired loans over $100 thousand 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. For real estate secured loans, 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 real estate secured loans with balances under $250 thousand, we rely on broker price opinions. For non-real estate secured assets, the Company normally relies on third party valuations specific to the collateral type.
The fair value for other real estate owned, determined by either an independent market-based appraisal less estimated costs to sell or an executed sales agreement, is classified as Level 2. The fair value for other real estate owned determined using an internal valuation is classified as Level 3. Other real estate owned has a current carrying value of $6.0 million as of June 30, 2017 and consists primarily of commercial real estate properties in 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 nonrecurring 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 13, “Goodwill.” There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2017.
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 nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

39

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 and held to maturity 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: 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.”
Loans held for sale: The estimated fair value of loans held for sale is based on market bids obtained from potential buyers.
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 $0.2 million at June 30, 2017 and December 31, 2016. See Note 6, “Commitments and Contingent Liabilities,” for additional information.
Deposit liabilities: The estimated fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. 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.
Subordinated debt, long-term debt and capital lease obligation: The fair value 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.

40

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2017
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
103,602

 
$
103,602

 
$
103,602

 
$

 
$

Interest-bearing deposits
12,310

 
12,310

 
12,310

 

 

Securities available for sale
786,246

 
786,246

 

 
750,928

 
35,318

Securities held to maturity
450,886

 
449,127

 

 
449,127

 

Other investments
34,340

 
34,340

 

 
34,340

 

Loans held for sale
9,785

 
9,785

 

 
9,785

 

Loans
5,374,782

 
5,367,138

 

 
21,089

 
5,346,049

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
5,533,135

 
5,535,206

 

 
5,535,206

 

Short-term borrowings
846,137

 
846,026

 

 
846,026

 

Subordinated debt
72,167

 
65,917

 

 

 
65,917

Long-term debt
8,458

 
8,953

 

 
8,953

 

Capital lease obligation
7,764

 
7,764

 

 
7,764

 


 
December 31, 2016
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
91,033

 
$
91,033

 
$
91,033

 
$

 
$

Interest-bearing deposits
24,644

 
24,644

 
24,644

 

 

Securities available for sale
778,612

 
778,612

 

 
743,650

 
34,962

Securities held to maturity
372,513

 
368,618

 

 
368,618

 

Other investments
36,498

 
36,498

 

 
36,498

 

Loans held for sale
7,052

 
7,052

 

 
7,052

 

Loans
4,879,347

 
4,878,254

 

 
18,679

 
4,859,575

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
4,947,408

 
4,949,714

 

 
4,949,714

 

Short-term borrowings
867,943

 
867,667

 

 
867,667

 

Subordinated debt
72,167

 
65,656

 

 

 
65,656

Long-term debt
8,749

 
9,169

 

 
9,169

 




41

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


Note 12 Derivatives
Derivatives Not Designated as Hedging Instruments
First Commonwealth is a party to interest rate derivatives that are not designated as hedging instruments. 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 given default for all counterparties.
We have 28 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. We have eight risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are the lead bank. The risk participation agreement provides credit protection to us should the borrower fail to perform on its interest rate derivative contract with us.
First Commonwealth is also party to interest rate caps that are not designated as hedging instruments. These derivatives relate to contracts that First Commonwealth enters into with loan customers that provide a maximum interest rate on their variable rate loan. At the same time the interest rate cap is entered into with the customer, First Commonwealth enters into an offsetting interest rate cap with another financial institution. The notional amount and maximum interest rate on both interest cap contracts are identical.
The fee received, less the estimate of the loss for the credit exposure, was recognized in earnings at the time of the transaction.
Derivatives Designated as Hedging Instruments
The Company has entered into four interest rate swap contracts that were designated as cash flow hedges. The interest rate swaps have a total notional amount of $200.0 million, $85.0 million with an original maturity of three years and $115.0 million with an original maturity of four years. The Company's risk management objective for these hedges is to reduce its exposure to variability in expected future cash flows related to interest payments on commercial loans benchmarked to the 1-month LIBOR rate. Therefore, the interest rate swaps convert the interest payments on the first $200.0 million of 1-month LIBOR based commercial loans into fixed rate payments.
The periodic net settlement of interest rate swaps is recorded as an adjustment to "Interest and fees on loans" in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2017, there was a $0.1 million and $0.4 million impact, respectively, on interest income as a result of these interest rate swaps, respectively. Changes in the fair value of the effective portion of cash flow hedges are reported in OCI. When the cash flows associated with the hedged item are realized, the gain or loss included in OCI is recognized in "Interest and fees on loans," the same line item in the Condensed Consolidated Statements of Income as the income on the hedged items. The cash flow hedges were highly effective at June 30, 2017 and December 31, 2016, and changes in the fair value attributed to hedge ineffectiveness were not material.
The Company also enters into interest rate lock commitments in conjunction with its mortgage origination business. These are commitments to originate loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Company locks the rate in with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Loans under mandatory rate lock commitments are covered under forward sales contracts of mortgage-backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in "Other noninterest expense" in the Condensed Consolidated Statements of Income. The impact to noninterest expense for the six months ended June 30, 2017 totaled $0.1 million.
Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. We determine the fair value of rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates and taking into consideration the probability that the rate lock commitments will close or will be funded. At June 30, 2017, the underlying funded mortgage loan

42

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


commitments had a carrying value of $9.3 million and a fair value of $9.6 million, while the underlying unfunded mortgage loan commitments had a notional amount of $22.2 million.
In addition, a small amount of interest income on loans is exposed to changes in foreign exchange rates. Several commercial borrowers have a portion of their operations outside of the United States and borrow funds on a short-term basis to fund those operations. In order to reduce the risk related to the translation of foreign denominated transactions into U.S. dollars, the Company enters into foreign exchange forward contracts. These contracts relate principally to the Euro and the Canadian dollar. The contracts are recorded at fair value with changes in fair value recorded in "Other noninterest expense" in the Condensed Consolidated Statements of Income. The impact on other noninterest expense for the six months ended June 30, 2017 totaled $1 thousand. At June 30, 2017 and December 31, 2016, the underlying loans had a carrying value of $8.2 million and $4.7 million, respectively, and a fair value of $8.3 million and $4.7 million, respectively.
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, 2017
 
December 31, 2016
 
(dollars in thousands)
Derivatives not Designated as Hedging Instruments
 
 
 
Credit value adjustment
$
(353
)
 
$
(317
)
Notional amount:
 
 
 
Interest rate derivatives
337,020

 
345,102

Interest rate caps
26,500

 
14,762

Risk participation agreements
172,634

 
174,213

Sold credit protection on risk participation agreements
(39,754
)
 
(40,281
)
Derivatives Designated as Hedging Instruments
 
 
 
Interest rate swaps:
 
 
 
Fair value adjustment
(139
)
 
(443
)
Notional amount
200,000

 
200,000

Interest rate forwards:
 
 
 
Fair value adjustment
95

 

Notional amount
29,000

 

Foreign exchange forwards:
 
 
 
Fair value adjustment
(76
)
 
(8
)
Notional amount
8,239

 
4,749

 
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,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands)
Non-hedging interest rate derivatives
 
 
 
 
 
 
 
Decrease in other income
$
(37
)
 
$
(531
)
 
$
(35
)
 
$
(1,545
)
Hedging interest rate derivatives
 
 
 
 
 
 
 
Increase in interest and fees on loans
136

 
424

 
385

 
854

(Decrease) increase in other expense
(5
)
 
26

 
73

 
41

Hedging interest rate forwards
 
 
 
 
 
 
 
(Decrease) increase in other expense
(17
)
 

 
95

 

Hedging foreign exchange forwards
 
 
 
 
 
 
 
(Decrease) increase in other expense
(1
)
 
4

 
1

 
7


The fair value of our derivatives is included in a table in Note 11, “Fair Values of Assets and Liabilities,” in the line items
“Other assets” and “Other liabilities.”


43

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


Note 13 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 that 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.
We consider First Commonwealth to be one reporting unit. The carrying amount of goodwill as of June 30, 2017 and December 31, 2016 was $255.4 million and $186.5 million, respectively. Goodwill increased $68.9 million during the six months ended June 30, 2017 due to $70.5 million recognized as a result of the DCB acquisition in the second quarter of 2017 and a $1.6 million decrease related to adjustments to the fair value of assets acquired as part of the branch acquisition in the fourth quarter of 2016. No impairment charges on goodwill or other intangible assets were incurred in 2017 or 2016.
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.
As of June 30, 2017, goodwill was not considered impaired; however, changing economic conditions that may adversely affect our performance, the fair value of our assets and liabilities, or our 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 14 New Accounting Pronouncements

In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606)”. In May 2014, the
FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", with an original effective date for
annual reporting periods beginning after December 15, 2016. The core principle of ASU 2014-09 is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 deferred the effective date of
ASU 2014-09 to annual periods and interim periods within those annual periods beginning after December 15, 2017. A significant component of the Company’s revenues, net interest income on financial assets and liabilities, is excluded from the scope of the amended guidance. The Company is the process of identifying and evaluating certain noninterest revenue streams, including trust and asset management fees, deposit related fees, interchange fees, and merchant income to determine the potential impact of the guidance on the Company’s Consolidated Financial Statements. The Company has decided to use the modified retrospective method for transition in which the cumulative effect will be recognized at the date of adoption with no restatement of comparative periods presented. The Company expects additional financial statement disclosures and associated internal controls to be implemented along with the adoption of this ASU.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Entities have the option to use certain relief; full retrospective application is prohibited. We are currently evaluating the potential impact of ASU 2016-02 on our financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which amends the guidance for recognizing credit losses from an “incurred loss” methodology that delays recognition of credit losses until it is probable a loss has been incurred to an expected credit loss

44

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


methodology. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard is effective for the Company as of January 1, 2020. Management is currently evaluating the impact of the amended guidance on First Commonwealth’s financial condition or results of operations.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230),” which provides guidance on eight specific cash flow issues: 1. debt prepayment or extinguishment costs; 2. settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates; 3. contingent consideration payments made after a business combination; 4. proceeds from the settlement of insurance claims; 5. proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6. distributions received from equity method investees; 7. beneficial interests in securitizations transactions; and 8. separately identifiable cash flows and application of the predominance principle. This ASU provides additional guidance for these eight issues, reducing current and potential diversity in practice. This standard is effective for the Company as of January 1, 2018. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.
In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805), Clarifying the Definition of a Business" which provides a screen to determine when a set of assets and activities (a "set") is not a business. The screen requires, that when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen thereby reduces the number of transactions that need to be further evaluated. If the screen is not met, this ASU 1. requires that to be considered a business, a set must include, at a minimum, an input and substantive process that significantly contributes to the ability to create output and 2. removes the evaluation of whether a market participant could replace the missing elements. The amendment provides a framework to assist entities in evaluating whether both an input and substantive process is present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. This ASU also narrows the definition of the term output so that the term is consistent with how outputs are described in Topic 606. This standard is effective for interim and annual periods for fiscal years beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.
In January 2017, the FASB issued ASU No. 2017-04, "Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment" which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Impairment should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. Income tax effects from any tax deductible goodwill should be taken into consideration of the carrying amount of the reporting unit when measuring for goodwill impairment, if applicable. An entity still has the option to perform the qualitative assessment for the reporting unit to determine if the quantitative impairment test is necessary. This standard is effective for interim and annual periods for fiscal years beginning after December 15, 2019. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.
In March 2017, the FASB issued ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" which shortens the amortization period for certain callable debt securities held at a premium. Specifically, the ASU requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This standard is effective for annual periods for fiscal years beginning after December 15, 2019. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.


45

Table of Contents



ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2017 and 2016, 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, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute “forward-looking statements” as well. 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, including, but not limited to: (1) local, regional, national and international economic conditions and the impact they may have on First Commonwealth and its customers; (2) volatility and disruption in national and international financial markets; (3) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; (4) inflation, interest rate, commodity price, securities market and monetary fluctuations; (5) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which First Commonwealth or its customers must comply; (6) the soundness of other financial institutions; (7) political instability; (8) impairment of First Commonwealth’s goodwill or other intangible assets; (9) acts of God or of war or terrorism; (10) the timely development and acceptance of new products and services and perceived overall value of these products and services by users; (11) changes in consumer spending, borrowings and savings habits; (12) changes in the financial performance and/or condition of First Commonwealth’s borrowers; (13) technological changes; (14) acquisitions and integration of acquired businesses; (15) First Commonwealth’s ability to attract and retain qualified employees; (16) changes in the competitive environment in First Commonwealth’s markets and among banking organizations and other financial service providers; (17) the ability to increase market share and control expenses; (18) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (19) the reliability of First Commonwealth’s vendors, internal control systems or information systems; (20) the costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals; and (21) 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.
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 pages 48 and 55 for the three months ended June 30, 2017 and 2016, respectively.

46

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



Selected Financial Data
The following selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which follows, and with the Condensed Consolidated Financial Statements and related notes. 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
(dollars in thousands, except per share data)
Net Income
$
14,013

 
$
12,007

 
$
29,901

 
$
24,480

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.14

 
$
0.14

 
$
0.32

 
$
0.28

Diluted Earnings per Share
0.14

 
0.14

 
0.32

 
0.28

Cash Dividends Declared per Common Share
0.08

 
0.07

 
0.16

 
0.14

Average Balance:
 
 
 
 
 
 
 
Total assets
$
7,381,816

 
$
6,707,132

 
$
7,047,176

 
$
6,662,363

Total equity
872,233

 
739,513

 
814,973

 
734,933

End of Period Balance:
 
 
 
 
 
 
 
Net loans (1)
 
 
 
 
$
5,336,500

 
$
4,795,568

Total assets
 
 
 
 
7,383,386

 
6,749,821

Total deposits
 
 
 
 
5,533,135

 
4,394,520

Total equity
 
 
 
 
879,465

 
741,786

Key Ratios:
 
 
 
 
 
 
 
Return on average assets
0.76
%
 
0.72
%
 
0.86
%
 
0.74
%
Return on average equity
6.44
%
 
6.53
%
 
7.40
%
 
6.70
%
Dividends payout ratio
57.14
%
 
50.00
%
 
50.00
%
 
50.00
%
Average equity to average assets ratio
11.82
%
 
11.03
%
 
11.56
%
 
11.03
%
Net interest margin
3.54
%
 
3.27
%
 
3.52
%
 
3.28
%
Net loans to deposits ratio
 
 
 
 
96.45
%
 
109.13
%
(1) Includes loans held for sale.

Results of Operations
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
Net Income
For the six months ended June 30, 2017, First Commonwealth had net income of $29.9 million, or $0.32 diluted earnings per share, compared to net income of $24.5 million, or $0.28 diluted earnings per share, in the six months ended June 30, 2016. The increase in net income occurred despite $10.5 million in merger related expenses recognized in the six months ended June 30, 2017 as a result of the DCB acquisition. Growth in net income is primarily the result of an increase in net interest income and noninterest income coupled with a decrease in the provision for credit losses.
For the six months ended June 30, 2017, the Company’s return on average equity was 7.40% and its return on average assets was 0.86%, compared to 6.70% and 0.74%, respectively, for the six months ended June 30, 2016.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $111.7 million in the first six months of 2017, compared to $99.8 million for the same period in 2016. This increase was due to both growth in average interest earning assets of $285.9 million and a 23 basis point increase in the yield on interest earning assets. Net interest income comprises a majority of our operating revenue (net interest income before provision expense plus noninterest income), at 75% and 77% for the six months ended June 30, 2017 and 2016, respectively.

47

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



The net interest margin, on a fully taxable equivalent basis, was 3.52% and 3.28% for the six months ended June 30, 2017 and June 30, 2016, respectively. The 24 basis point increase in the net interest margin is attributable to an increase in the overall yield on interest earning assets, primarily loans.
 
The taxable equivalent yield on interest-earning assets was 3.82% for the six months ended June 30, 2017, an increase of 23 basis points compared to the 3.59% yield for the same period in 2016. This increase is largely due to the loan portfolio yield, which improved by 24 basis points when compared to the six months ended June 30, 2016. Contributing to this increase was the yield on our adjustable and variable rate commercial loan portfolios, which increased 28 basis points largely due to the Federal Reserve increasing short term interest rates three times since December 2016. In addition, the yield on the investment portfolio increased 9 basis points in comparison to the prior year. This increase can be attributed to investment security runoff being replaced with higher yielding investments. Investment portfolio purchases during the six months ended June 30, 2017 have been primarily in mortgage-related assets with approximate durations of 48-60 months and municipal and corporate securities with durations of approximately five years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities at higher rates if interest rates rise.
The cost of interest-bearing liabilities increased to 0.40% for the six months ended June 30, 2017, from 0.39% for the same period in 2016, primarily due to an increase in the cost of short-term borrowings. While deposits acquired in our recent acquisitions contributed to a decline in average short-term borrowings of $558.5 million for the six months ended June 30, 2017 compared to the same period in 2016, higher market interest rates resulted in the cost of short-term borrowings increasing 28 basis points in comparison to the same period last year.
For the six months ended June 30, 2017, changes in interest rates positively impacted net interest income by $4.9 million when compared with the same period in 2016. The higher yield on interest-earning assets positively impacted net interest income by $6.4 million, while the increase in the cost of interest-bearing liabilities negatively impacted net interest income by $1.5 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $7.0 million in the six months ended June 30, 2017, as compared to the same period in 2016. Higher levels of interest-earning assets resulted in an increase of $5.9 million in interest income, and changes in the volume of interest-bearing liabilities decreased interest expense by $1.2 million, primarily as the result of decreases in short-term borrowings. Average earning assets for the six months ended June 30, 2017 increased $285.9 million, or 4.7%, compared to the same period in 2016. Average loans for the comparable period increased $349.3 million, or 7.3%.
Net interest income also benefited from a $150.5 million increase in average net free funds at June 30, 2017 as compared to June 30, 2016. 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 of $191.9 million, or 17.2%, in noninterest-bearing demand deposit average balances. The increase in these deposits is largely impacted by deposits acquired from thirteen FirstMerit branches in December 2016 as well as deposits from the acquisition of DCB in April 2017. Additionally, higher cost time deposits continue to mature and reprice into lower cost deposits or other funding alternatives. Average time deposits for the six months ended June 30, 2017 decreased by $9.9 million compared to the comparable period in 2016.
 
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:
 
 
2017
2016
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
119,299

$
107,203

Adjustment to fully taxable equivalent basis
2,067

1,885

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
121,366

109,088

Interest expense
9,652

9,305

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
111,714

$
99,783




48

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



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:
 
 
2017
2016
 
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
$
15,033

$
67

0.90
%
$
5,096

$
11

0.43
%
Tax-free investment securities
66,699

1,234

3.73

60,891

1,126

3.72

Taxable investment securities
1,180,966

15,217

2.60

1,260,138

15,728

2.51

Loans, net of unearned income (b)(c)
5,138,643

104,848

4.11

4,789,306

92,223

3.87

Total interest-earning assets
6,401,341

121,366

3.82

6,115,431

109,088

3.59

Noninterest-earning assets:
 
 
 
 
 
 
Cash
87,629

 
 
67,728

 
 
Allowance for credit losses
(52,009
)
 
 
(54,701
)
 
 
Other assets
610,215

 
 
533,905

 
 
Total noninterest-earning assets
645,835

 
 
546,932

 
 
Total Assets
$
7,047,176

 
 
$
6,662,363

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
988,786

$
480

0.10
%
$
728,404

$
220

0.06
%
Savings deposits (d)
2,319,199

1,802

0.16

1,879,011

1,490

0.16

Time deposits
576,834

1,738

0.61

586,723

1,807

0.62

Short-term borrowings
916,694

3,946

0.87

1,475,233

4,335

0.59

Long-term debt
84,616

1,686

4.02

81,339

1,453

3.59

Total interest-bearing liabilities
4,886,129

9,652

0.40

4,750,710

9,305

0.39

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,309,019

 
 
1,117,159

 
 
Other liabilities
37,055

 
 
59,561

 
 
Shareholders’ equity
814,973

 
 
734,933

 
 
Total Noninterest-Bearing Funding Sources
2,161,047

 
 
1,911,653

 
 
Total Liabilities and Shareholders’ Equity
$
7,047,176

 
 
$
6,662,363

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
111,714

3.52
%
 
$
99,783

3.28
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(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.

 

49

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



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, 2017 compared with June 30, 2016:
 
 
 
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
 
$
56

 
$
21

 
$
35

Tax-free investment securities
 
108

 
107

 
1

Taxable investment securities
 
(511
)
 
(988
)
 
477

Loans
 
12,625

 
6,723

 
5,902

Total interest income (b)
 
12,278

 
5,863

 
6,415

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
260

 
78

 
182

Savings deposits
 
312

 
350

 
(38
)
Time deposits
 
(69
)
 
(30
)
 
(39
)
Short-term borrowings
 
(389
)
 
(1,639
)
 
1,250

Long-term debt
 
233

 
59

 
174

Total interest expense
 
347

 
(1,182
)
 
1,529

Net interest income
 
$
11,931

 
$
7,045

 
$
4,886

 
(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 the allowance for credit losses needed for 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:
 
 
2017
 
2016
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
(843
)
(52
)%
 
$
21,269

126
 %
Real estate construction
94

6

 
(634
)
(4
)
Residential real estate
9

1

 
341

2

Commercial real estate
648

40

 
(6,437
)
(38
)
Loans to individuals
1,712

105

 
2,359

14

Total
$
1,620

100
 %
 
$
16,898

100
 %
The provision for credit losses for the six months ended June 30, 2017 decreased in comparison to the six months ended June 30, 2016 by $15.3 million. The level of provision expense in the first six months of 2017 is primarily due to charge-offs in the loans to individuals category, with $1.3 million in charge-offs related to the indirect automobile portfolio and $0.5 million in personal line of credit charge-offs. The negative provision expense for commercial, financial, agricultural and other loans is the result of $3.1 million in recoveries on two commercial loans that had been charged-off in prior periods, as well as decreases in historical loss factors. Also impacting the provision for commercial, financial, agricultural and other loans was $3.4 million in charge-offs recognized on two commercial loan relationships. Of this total, $1.9 million was recognized on a commercial loan that was transferred to held for sale in March 2017 and subsequently sold in April 2017. The level of provision expense related to the residential real estate and commercial real estate categories reflects the impact of growth in these loan categories, offset by decreases in historical loss factors.

50

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



The majority of the 2016 provision expense is attributable to commercial, financial, agricultural and other loans as the result of specific reserves established for two loan relationships, as well as increases in historical loss factors and increases in qualitative factors related to certain recovery rates. The negative provision expense for commercial real estate loans is a result of declines in historical loss factors related to this category. The provision for loans to individuals is related to charge-offs in the indirect automobile portfolio as well as changes in qualitative factors that relate to the automobile industry.
The allowance for credit losses was $48.1 million, or 0.89%, of total loans outstanding and 0.98% of total originated loans outstanding at June 30, 2017, compared to $50.2 million, or 1.03%, and 1.05%, respectively, at December 31, 2016 and $59.8 million, or 1.24%, and 1.24%, respectively, at June 30, 2016. Nonperforming loans as a percentage of total loans improved to 0.75% at June 30, 2017 from 0.86% at December 31, 2016 and 1.33% as of June 30, 2016. The allowance to nonperforming loan ratio was 119.61%, 120.02% and 92.88% as of June 30, 2017, December 31, 2016 and June 30, 2016, respectively.
 
Below is an analysis of the consolidated allowance for credit losses for the six months ended June 30, 2017 and 2016 and the year-ended December 31, 2016:
 
 
 
June 30, 2017
 
June 30, 2016
 
December 31, 2016
 
 
(dollars in thousands)
Balance, beginning of period
 
$
50,185

 
$
50,812

 
$
50,812

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
5,277

 
6,145

 
19,603

Real estate construction
 

 

 

Residential real estate
 
619

 
602

 
1,189

Commercial real estate
 
60

 
408

 
570

Loans to individuals
 
2,178

 
2,491

 
4,943

Total loans charged off
 
8,134

 
9,646

 
26,305

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
3,636

 
198

 
4,164

Real estate construction
 
97

 
227

 
562

Residential real estate
 
219

 
260

 
481

Commercial real estate
 
150

 
783

 
1,522

Loans to individuals
 
294

 
289

 
469

Total recoveries
 
4,396

 
1,757

 
7,198

Net credit losses
 
3,738

 
7,889

 
19,107

Provision charged to expense
 
1,620

 
16,898

 
18,480

Balance, end of period
 
$
48,067

 
$
59,821

 
$
50,185



51

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



Noninterest Income
The following table presents the components of noninterest income for the six months ended June 30: 
 
 
2017
 
2016
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
3,128

 
$
2,575

 
$
553

 
21
 %
Service charges on deposit accounts
 
9,055

 
7,553

 
1,502

 
20

Insurance and retail brokerage commissions
 
4,524

 
3,944

 
580

 
15

Income from bank owned life insurance
 
2,741

 
2,607

 
134

 
5

Card-related interchange income
 
9,093

 
7,341

 
1,752

 
24

Swap fee income
 
241

 
1,260

 
(1,019
)
 
(81
)
Other income
 
3,430

 
3,234

 
196

 
6

Subtotal
 
32,212

 
28,514

 
3,698

 
13

Net securities (losses) gains
 
603

 
28

 
575

 
2,054

Gain on sale of mortgage loans
 
2,292

 
1,615

 
677

 
42

Gain on sale of other loans and assets
 
764

 
661

 
103

 
16

Derivatives mark to market
 
(35
)
 
(1,545
)
 
1,510

 
(98
)
Total noninterest income
 
$
35,836

 
$
29,273

 
$
6,563

 
22
 %
 
Noninterest income, excluding net securities gains, gain on sale of loans and other assets and the derivatives mark to market, increased $3.7 million for the first six months of 2017 compared to 2016. Service charges on deposit accounts increased $1.5 million, of which $0.8 million can be attributed to deposit accounts acquired in the December 2016 acquisition of thirteen FirstMerit branches and the acquisition of DCB in April 2017. Card-related interchange income increased $1.8 million during the first six months of 2017, of which $1.3 million is attributable to the recent acquisitions. Insurance and retail brokerage commissions increased $0.6 million due to higher annuity and mutual fund sales. Trust income increased $0.6 million, of which $0.3 million can be attributed to accounts obtained in the DCB acquisition. Offsetting these increases was a decrease in swap fee income compared to 2016 of $1.0 million due to a decline in the number of interest rate swaps entered into for our commercial loan customers during the first six months of 2017 compared to the same period in the prior year.
Total noninterest income for the six months ended June 30, 2017 increased $6.6 million in comparison to the six months ended June 30, 2016. The most significant change includes a $1.5 million increase related to the mark to market adjustment on interest rate swaps entered into for our commercial loan customers. This adjustment does not reflect a realized gain on the swaps, but rather relates to a change in fair value due to movements in corporate bond spreads and swap rates. Gain on sale of mortgage loans increased $0.7 million as a result of continued growth in our mortgage lending area. In addition, net securities gains increased $0.6 million, primarily due to the early redemption of one of our pooled trust preferred securities.


52

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



Noninterest Expense
The following table presents the components of noninterest expense for the six months ended June 30: 
 
 
2017
 
2016
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
48,764

 
$
41,565

 
$
7,199

 
17
 %
Net occupancy expense
 
7,882

 
6,667

 
1,215

 
18

Furniture and equipment expense
 
6,411

 
5,749

 
662

 
12

Data processing expense
 
4,430

 
3,547

 
883

 
25

Advertising and promotion expense
 
1,794

 
1,190

 
604

 
51

Pennsylvania shares tax expense
 
1,977

 
1,850

 
127

 
7

Intangible amortization
 
1,418

 
251

 
1,167

 
465

Collection and repossession expense
 
940

 
1,043

 
(103
)
 
(10
)
Other professional fees and services
 
2,055

 
1,664

 
391

 
23

FDIC insurance
 
1,770

 
2,100

 
(330
)
 
(16
)
Other operating expenses
 
11,278

 
8,368

 
2,910

 
35

Subtotal
 
88,719

 
73,994

 
14,725

 
20

Loss on sale or write-down of assets
 
1,319

 
441

 
878

 
199

Merger and acquisition related
 
10,481

 
240

 
10,241

 
4,267
 %
Litigation and operational losses
 
509

 
879

 
(370
)
 
(42
)%
Total noninterest expense
 
$
101,028

 
$
75,554

 
$
25,474

 
34
 %

Noninterest expense, excluding loss on sale or write-down of assets, litigation and operational losses and merger and acquisition related expenses, increased $14.7 million, or 20%, for the six months ended June 30, 2017 compared to the same period in 2016. Contributing to the higher expenses in 2017 is a $7.2 million increase in salaries and employee benefits due to an increase of 258 employees at June 30, 2017 compared to June 30, 2016. The higher number of employees is primarily a result of the acquisition of 13 branches from FirstMerit in the fourth quarter of 2016 and the acquisition of DCB in April 2017. These acquisitions also accounted for $1.1 million of the $1.2 million increase in net occupancy expense, $0.4 million of the $0.7 million increase in furniture and equipment expense and all of the $1.2 million increase in intangible amortization. The $2.9 million increase in other operating expense is primarily due to an increase of $1.4 million in unfunded commitment reserve expense in 2017 as compared to 2016 and an increase of $0.4 million in audit and accounting expense.

Total noninterest expense increased by $25.5 million, or 34%, for the six months ended June 30, 2017 compared to the same period in 2016. Contributing to this is an increase of $10.2 million in merger and acquisition expense related to the April 2017 acquisition of DCB. The $0.9 million increase in loss on sale or write-down of assets is the result of write-downs on four OREO properties totaling $1.0 million. During the first six months of 2016, similar write-downs related to OREO properties totaled $0.2 million.
Income Tax
The provision for income taxes increased $2.7 million for the six months ended June 30, 2017, compared to the corresponding period in 2016. The higher provision for income taxes was the result of a $8.1 million increase in the level of income before taxes.
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, 2017 and 2016.
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 reduced our tax rate below the 35% statutory rate produced an annual effective tax rate of 30.2% and 29.5% for the six months ended June 30, 2017 and 2016, respectively.
As of June 30, 2017, our deferred tax assets totaled $41.8 million. Based on our evaluation, we determined that it is more likely than not that all of these assets will be realized. As a result, a valuation allowance against these assets was not needed. In

53

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



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.
Results of Operations
Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

Net Income
For the three months ended June 30, 2017, First Commonwealth had net income of $14.0 million, or $0.14 diluted earnings per share, compared to net income of $12.0 million, or $0.14 diluted earnings per share, in the three months ended June 30, 2016. The increase in net income was primarily the result of an increase in net interest income and noninterest income coupled with a decrease in the provision for credit losses, offset by an increase in noninterest expense.
For the three months ended June 30, 2017, the Company’s return on average equity was 6.44% and its return on average assets was 0.76%, compared to 6.53% and 0.72%, respectively, for the three months ended June 30, 2016.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $58.9 million for the three months ended June 30, 2017, compared to $50.0 million for the same period in 2016. This increase was due to both growth in average interest earning assets of $516.5 million and a 28 basis point increase in the yield on interest earning assets. Net interest income comprises a majority of our operating revenue (net interest income before provision expense plus noninterest income), at 75% and 76% for the three months ended June 30, 2017 and 2016, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.54% and 3.27% for the three months ended June 30, 2017 and June 30, 2016, respectively. The 27 basis point increase in the net interest margin is attributable to an increase in the overall yield on interest earning assets, primarily loans.
 
The taxable equivalent yield on interest-earning assets was 3.86% for the three months ended June 30, 2017, an increase of 28 basis points compared to the 3.58% yield for the same period in 2016. This increase is largely due to the loan portfolio yield, which improved by 32 basis points when compared to the three months ended June 30, 2016. This change is primarily due to an increase in rates on variable and adjustable rate loans as a result of the Federal Reserve increasing short term interest rates three times during the past year. In addition, the yield on the investment portfolio increased 5 basis points in comparison to the prior year. This increase can be attributed to investment security runoff being replaced with higher yielding investments. Investment portfolio purchases during the three months ended June 30, 2017 have been primarily in mortgage-related assets with approximate durations of 48-60 months and municipal and corporate securities with durations of approximately five years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities at higher rates if interest rates rise.
The cost of interest-bearing liabilities increased to 0.42% for the three months ended June 30, 2017, from 0.40% for the same period in 2016, primarily due to an increase in the cost of short-term borrowings. Increases in market interest rates resulted in the cost of short-term borrowings increasing 40 basis points in comparison to the same period in 2016.
For the three months ended June 30, 2017, changes in interest rates positively impacted net interest income by $3.5 million when compared with the same period in 2016. The higher yield on interest-earning assets positively impacted net interest income by $4.5 million, while the increase in the cost of interest-bearing liabilities had a negative impact of $1.0 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $5.3 million in the three months ended June 30, 2017, as compared to the same period in 2016. Higher levels of interest-earning assets resulted in an increase of $4.9 million in interest income, while changes in the volume of interest-bearing liabilities decreased interest expense by $0.4 million, primarily as the result of decreases in the average balance of short-term borrowings. Average earning assets for the three months ended June 30, 2017 increased $516.5 million, or 8%, compared to the same period in 2016. Average loans for the three months ended June 30, 2017 increased $524.7 million, or 11%, compared to the same period in 2016.
Net interest income also benefited from a $199.4 million increase in average net free funds at June 30, 2017 as compared to June 30, 2016. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing

54

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



liabilities and shareholders’ equity over noninterest-earning assets. The largest component of the increase in net free funds was an increase of $248.6 million, or 21.9%, in noninterest-bearing demand deposit average balances. Additionally, higher cost time deposits continue to mature and reprice into lower cost deposits or other funding alternatives. Average time deposits for the three months ended June 30, 2017 increased by $2.4 million compared to the comparable period in 2016; however, the cost of time deposits decreased 2 basis points in comparison to the same period in 2016.
 
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:
 
2017
 
2016
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
63,120

 
$
53,850

Adjustment to fully taxable equivalent basis
1,079

 
943

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
64,199

 
54,793

Interest expense
5,303

 
4,759

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
58,896

 
$
50,034



55

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



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:
 
2017
2016
 
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
$
23,461

$
55

0.94
%
$
5,852

$
5

0.34
%
Tax-free investment securities
67,446

623

3.70

61,795

570

3.71
%
Taxable investment securities
1,221,907

7,747

2.54

1,253,371

7,776

2.50

Loans, net of unearned income (b)(c)
5,358,089

55,774

4.18

4,833,360

46,442

3.86

Total interest-earning assets
6,670,903

64,199

3.86

6,154,378

54,793

3.58

Noninterest-earning assets:
 
 
 
 
 
 
Cash
92,796

 
 
70,336

 
 
Allowance for credit losses
(51,475
)
 
 
(56,688
)
 
 
Other assets
669,592

 
 
539,106

 
 
Total noninterest-earning assets
710,913

 
 
552,754

 
 
Total Assets
$
7,381,816

 
 
$
6,707,132

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
1,085,309

$
354

0.13
%
$
755,031

$
135

0.07
%
Savings deposits (d)
2,428,170

987

0.16

1,905,903

900

0.19

Time deposits
580,874

867

0.60

578,518

893

0.62

Short-term borrowings
902,547

2,197

0.98

1,447,452

2,100

0.58

Long-term debt
88,351

898

4.08

81,268

731

3.62

Total interest-bearing liabilities
5,085,251

5,303

0.42

4,768,172

4,759

0.40

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,386,240

 
 
1,137,626

 
 
Other liabilities
38,092

 
 
61,821

 
 
Shareholders’ equity
872,233

 
 
739,513

 
 
Total noninterest-bearing funding sources
2,296,565

 
 
1,938,960

 
 
Total Liabilities and Shareholders’ Equity
$
7,381,816

 
 
$
6,707,132

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
58,896

3.54
%
 
$
50,034

3.27
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(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.


56

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



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, 2017 compared with June 30, 2016:
 
 
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
 
$
50

 
$
15

 
$
35

Tax-free investment securities
 
53

 
52

 
1

Taxable investment securities
 
(29
)
 
(196
)
 
167

Loans
 
9,332

 
5,036

 
4,296

Total interest income (b)
 
9,406

 
4,907

 
4,499

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
219

 
57

 
162

Savings deposits
 
87

 
247

 
(160
)
Time deposits
 
(26
)
 
4

 
(30
)
Short-term borrowings
 
97

 
(786
)
 
883

Long-term debt
 
167

 
64

 
103

Total interest expense
 
544

 
(414
)
 
958

Net interest income
 
$
8,862

 
$
5,321

 
$
3,541

(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 the allowance for credit losses needed for 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:
 
2017
 
2016
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
(3,027
)
188
 %
 
$
9,325

90
 %
Real estate construction
111

(7
)
 
(425
)
(4
)
Residential real estate
(270
)
17

 
55

1

Commercial real estate
771

(48
)
 
495

4

Loans to individuals
806

(50
)
 
922

9

Total
$
(1,609
)
100
 %
 
$
10,372

100
 %
The provision for credit losses for the three months ended June 30, 2017 decreased in comparison to the three months ended June 30, 2016 by $12.0 million. The level of provision expense in the second quarter of 2017 is primarily due to $3.1 million in recoveries recognized on two commercial loans in the commercial, financial, agricultural and other loan category. The provision expense related to loans to individuals is a result of charge-offs of $0.6 million on indirect automobile loans and $0.2 million on personal lines of credit. The provision for commercial real estate loans is primarily due to changes in qualitative risk factors related to commercial real estate. The negative provision for residential real estate is a result of lower historical loss factors.
The majority of the 2016 provision expense is attributable to commercial, financial, agricultural and other loans as the result of an increase in historical loss factors, an increase in qualitative factors related to certain recovery rates as well as specific reserves established for one loan relationship. The negative provision expense for real estate construction loans is a result of decreases in historical loss factors. The provision for loans to individuals is related to charge-offs in the indirect automobile portfolio, as well as changes in qualitative factors that relate to the automobile industry.

57

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




Below is an analysis of the consolidated allowance for credit losses for the three months ended June 30, 2017 and 2016 and the year-ended December 31, 2016:
 
 
June 30, 2017
 
June 30, 2016
 
December 31, 2016
 
 
(dollars in thousands)
Balance, beginning of period
 
$
48,676

 
$
55,222

 
$
50,812

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
1,452

 
4,753

 
19,603

Real estate construction
 

 

 

Residential real estate
 
146

 
220

 
1,189

Commercial real estate
 
29

 
143

 
570

Loans to individuals
 
973

 
1,022

 
4,943

Total loans charged off
 
2,600

 
6,138

 
26,305

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
3,268

 
64

 
4,164

Real estate construction
 
43

 
4

 
562

Residential real estate
 
91

 
142

 
481

Commercial real estate
 
33

 
27

 
1,522

Loans to individuals
 
165

 
128

 
469

Total recoveries
 
3,600

 
365

 
7,198

Net credit losses
 
(1,000
)
 
5,773

 
19,107

Provision charged to expense
 
(1,609
)
 
10,372

 
18,480

Balance, end of period
 
$
48,067

 
$
59,821

 
$
50,185



Noninterest Income
The following table presents the components of noninterest income for the three months ended June 30: 
 
 
2017
 
2016
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
1,711

 
$
1,320

 
$
391

 
30
 %
Service charges on deposit accounts
 
4,736

 
3,845

 
891

 
23

Insurance and retail brokerage commissions
 
2,442

 
1,985

 
457

 
23

Income from bank owned life insurance
 
1,449

 
1,311

 
138

 
11

Card related interchange income
 
4,842

 
3,784

 
1,058

 
28

Swap fee income
 
314

 
800

 
(486
)
 
(61
)
Other income
 
1,724

 
1,618

 
106

 
7

Subtotal
 
17,218

 
14,663

 
2,555

 
17

Net securities gains
 
(49
)
 
28

 
(77
)
 
(275
)
Gain on sale of mortgage loans
 
1,315

 
932

 
383

 
41

Gain on sale of other loans and assets
 
457

 
466

 
(9
)
 
(2
)
Derivatives mark to market
 
(37
)
 
(531
)
 
494

 
(93
)
Total noninterest income
 
$
18,904

 
$
15,558

 
$
3,346

 
22
 %

Noninterest income, excluding net securities gains, gain on sale of loans and other assets and the derivatives mark to market, increased $2.6 million for the second quarter of 2017 compared to 2016. Service charges on deposit accounts increased $0.9 million, of which $0.5 million can be attributed to deposit accounts acquired from the acquisition of thirteen FirstMerit

58

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



branches in December 2016 and the acquisition of DCB in April 2017. Card-related interchange income increased $1.1 million, of which $0.8 million can be attributed to the previously noted acquisitions. Insurance and retail brokerage commissions increased $0.5 million due to higher annuity and mutual fund sales. Trust income increased $0.4 million, of which $0.3 million can be attributed to accounts from DCB. Offsetting these increases was a decrease in swap fee income compared to 2016 of $0.5 million due to a decline in the number of interest rate swaps entered into for our commercial loan customers during the second quarter of 2017 compared to the same period in the prior year.
Total noninterest income for the three months ended June 30, 2017 increased $3.3 million in comparison to the three months ended June 30, 2016. The most significant change includes a $0.5 million increase related to the mark to market adjustment on interest rate swaps entered into for our commercial loan customers. This adjustment does not reflect a realized gain on the swaps, but rather relates to a change in fair value due to movements in corporate bond spreads and swap rates. In addition, the gain on sale of mortgage loans increased $0.4 million due to continued growth in the mortgage lending area.

Noninterest Expense
The following table presents the components of noninterest expense for the three months ended June 30: 
 
 
2017
 
2016
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
25,298

 
$
19,888

 
$
5,410

 
27
 %
Net occupancy expense
 
4,121

 
3,186

 
935

 
29

Furniture and equipment expense
 
3,323

 
2,882

 
441

 
15

Data processing expense
 
2,345

 
1,788

 
557

 
31

Advertising and promotion expense
 
988

 
664

 
324

 
49

Pennsylvania shares tax expense
 
1,161

 
1,092

 
69

 
6

Intangible amortization
 
846

 
114

 
732

 
642

Collection and repossession expense
 
443

 
474

 
(31
)
 
(7
)
Other professional fees and services
 
1,096

 
873

 
223

 
26

FDIC insurance
 
977

 
1,062

 
(85
)
 
(8
)
Other operating expenses
 
6,298

 
4,167

 
2,131

 
51

Subtotal
 
46,896

 
36,190

 
10,706

 
30

Loss on sale or write-down of assets
 
1,220

 
345

 
875

 
254

Merger and acquisition related
 
9,870

 
240

 
9,630

 
4,013

Litigation and operational losses
 
277

 
635

 
(358
)
 
(56
)
Total noninterest expense
 
$
58,263

 
$
37,410

 
$
20,853

 
56
 %

Noninterest expense, excluding loss on sale or write-down of assets, litigation and operational losses and merger and acquisition related expenses, increased $10.7 million, or 30%, for the three months ended June 30, 2017 compared to the same period in 2016. Contributing to the higher level of expenses in 2017 is a $5.4 million increase in salaries and employee benefits, primarily due to an increase of 258 employees at June 30, 2017 compared to June 30, 2016. The higher number of employees is primarily a result of the acquisition of 13 branches from FirstMerit in the fourth quarter of 2016 and the acquisition of DCB in April 2017. These two acquisitions accounted for $0.7 million of the $0.9 million increase in net occupancy expense, $0.3 million of the $0.4 million increase in furniture and equipment expense and all of the $0.7 million increase in intangible amortization. The $2.1 million increase in other operating expense is primarily due to an increase of $1.2 million in unfunded commitment reserves expense in 2017 as compared to 2016.

Total noninterest expense increased by $20.9 million, or 56%, for the three months ended June 30, 2017 compared to the same period in 2016. The increase of $9.6 million in merger and acquisition expense is a result of the April 2017 acquisition of DCB. In addition, loss on sale or write-down of assets increased $0.9 million due to the write-down of four OREO properties totaling $1.0 million. During the second quarter of 2016, similar write-downs related to OREO properties totaled $0.2 million.


59

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



Income Tax
The provision for income taxes increased $1.2 million for the three months ended June 30, 2017, compared to the corresponding period in 2016. The higher provision for income taxes was the result of a $3.2 million increase in the level of income before taxes.
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, 2017 and 2016.
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 reduced our tax rate below the 35% statutory rate produced an annual effective tax rate of 30.2% and 28.8% for the three months ended June 30, 2017 and 2016, 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 the first six months of 2017, liquidity used by the net decrease in short-term borrowings totaled $21.8 million, while the sales, maturity and redemption of investment securities provided $192.0 million. This liquidity provided funds to pay down borrowings, originate loans, purchase investment securities and fund depositor withdrawals.  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 of Cleveland (“FRB”) and access to certificates of deposit through brokers.
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, 2017, our maximum borrowing capacity under this program was $1.1 billion and as of that date there was $16.2 million outstanding with an average weighted rate of 0.39% and an average original term of 444 days. These deposits are part of a reciprocal program which allows our depositors to receive expanded FDIC coverage by placing multiple certificates of deposit at other CDARS member banks.
An additional source of liquidity is the FRB Borrower-in-Custody of Collateral program, which enables us to pledge certain loans that are not being used as collateral at the FHLB as collateral for borrowings at the FRB. At June 30, 2017, the borrowing capacity under this program totaled $772.1 million and there were no amounts outstanding.
As of June 30, 2017, our maximum borrowing capacity at the FHLB of Pittsburgh was $1.4 billion and as of that date amounts used against this capacity included $0.7 billion in outstanding borrowings and no outstanding letters of credit.
We also have available unused federal funds lines with five correspondent banks. These lines have an aggregate commitment of $195.0 million with no outstanding balance as of June 30, 2017. In addition, we have available unused repo lines with three correspondent banks. These lines have an aggregate commitment of $519.8 million with no outstanding balance as of June 30, 2017.
First Commonwealth Financial Corporation has an unsecured $15.0 million line of credit with another financial institution. As of June 30, 2017, there are no amounts outstanding on this line.

60

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



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, 2017
 
December 31, 2016
 
 
(dollars in thousands)
Noninterest-bearing demand deposits
 
$
1,404,081

 
$
1,268,786

Interest-bearing demand deposits
 
237,801

 
114,043

Savings deposits
 
3,330,351

 
2,972,747

Time deposits
 
560,902

 
591,832

Total
 
$
5,533,135

 
$
4,947,408

During the first six months of 2017, total deposits increased $585.7 million due to a $481.4 million increase in interest-bearing demand and savings deposits and a $135.3 million increase in noninterest-bearing demand deposits. These increases were offset by a $30.9 million decrease in time deposits. Deposits acquired as part of the DCB acquisition on April 3, 2017 totaled $484.4 million, including $129.3 million in noninterest-bearing demand deposits, $86.7 million in interest bearing demand deposits, $226.5 million in savings deposits and $41.9 million in time deposits. The decrease in time deposits is the result of a decline in core certificates of deposit of $46.5 million offset by an increase in CDARs deposits of $15.6 million, of which $14.7 million was acquired from DCB.

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 0.75 at June 30, 2017 and December 31, 2016, 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. A lower level of 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 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.


61

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



The following is the gap analysis as of June 30, 2017 and December 31, 2016:
 
 
 
June 30, 2017
 
 
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
 
$
2,698,471

 
$
216,032

 
$
351,440

 
$
3,265,943

 
$
1,584,596

 
$
506,520

Investments
 
90,948

 
49,527

 
90,492

 
230,967

 
577,241

 
449,285

Other interest-earning assets
 
12,310

 

 

 
12,310

 

 

Total interest-sensitive assets (ISA)
 
2,801,729

 
265,559

 
441,932

 
3,509,220

 
2,161,837

 
955,805

Certificates of deposit
 
100,293

 
71,459

 
166,827

 
338,579

 
218,283

 
4,039

Other deposits
 
3,568,153

 

 

 
3,568,153

 

 

Borrowings
 
918,451

 
149

 
302

 
918,902

 
2,634

 
12,990

Total interest-sensitive liabilities (ISL)
 
4,586,897

 
71,608

 
167,129

 
4,825,634

 
220,917

 
17,029

Gap
 
$
(1,785,168
)
 
$
193,951

 
$
274,803

 
$
(1,316,414
)
 
$
1,940,920

 
$
938,776

ISA/ISL
 
0.61

 
3.71

 
2.64

 
0.73

 
9.79

 
56.13

Gap/Total assets
 
24.18
%
 
2.63
%
 
3.72
%
 
17.83
%
 
26.29
%
 
12.71
%

 
 
 
December 31, 2016
 
 
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
 
$
2,510,367

 
$
184,386

 
$
315,397

 
$
3,010,150

 
$
1,446,035

 
$
402,282

Investments
 
85,756

 
44,417

 
89,838

 
220,011

 
546,056

 
406,743

Other interest-earning assets
 
24,644

 

 

 
24,644

 

 

Total interest-sensitive assets (ISA)
 
2,620,767

 
228,803

 
405,235

 
3,254,805

 
1,992,091

 
809,025

Certificates of deposit
 
110,584

 
92,765

 
115,949

 
319,298

 
268,680

 
3,854

Other deposits
 
3,086,791

 

 

 
3,086,791

 

 

Borrowings
 
940,254

 
146

 
296

 
940,696

 
2,584

 
5,579

Total interest-sensitive liabilities (ISL)
 
4,137,629

 
92,911

 
116,245

 
4,346,785

 
271,264

 
9,433

Gap
 
$
(1,516,862
)
 
$
135,892

 
$
288,990

 
$
(1,091,980
)
 
$
1,720,827

 
$
799,592

ISA/ISL
 
0.63

 
2.46

 
3.49

 
0.75

 
7.34

 
85.77

Gap/Total assets
 
22.69
%
 
2.03
%
 
4.32
%
 
16.34
%
 
25.75
%
 
11.96
%

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 as compared with net interest income if rates remained unchanged and there are no changes in balance sheet categories.
 
 
 
Net interest income change (12 months) for basis point movements of:
 
 
-200
 
-100
 
+100
 
+200
 
 
(dollars in thousands)
June 30, 2017 ($)
 
$
(17,058
)
 
$
(8,745
)
 
$
5,823

 
$
11,267

June 30, 2017 (%)
 
(7.03
)%
 
(3.61
)%
 
2.40
%
 
4.65
%
 
 
 
 
 
 
 
 
 
December 31, 2016 ($)
 
$
(11,180
)
 
$
(5,495
)
 
$
4,643

 
$
9,027

December 31, 2016 (%)
 
(5.41
)%
 
(2.66
)%
 
2.25
%
 
4.37
%

62

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



The following table represents the potential sensitivity of our annual net interest income to immediate changes in interest rates versus if rates remained unchanged and there are no changes in balance sheet categories.
 
 
Net interest income change (12 months) for basis point movements of:
 
 
-200
 
-100
 
+100
 
+200
 
 
(dollars in thousands)
June 30, 2017 ($)
 
$
(28,836
)
 
$
(17,566
)
 
$
10,130

 
$
19,150

June 30, 2017 (%)
 
(11.89
)%
 
(7.24
)%
 
4.18
%
 
7.90
%
 
 
 
 
 
 
 
 
 
December 31, 2016 ($)
 
$
(17,526
)
 
$
(9,132
)
 
$
8,379

 
$
16,286

December 31, 2016 (%)
 
(8.48
)%
 
(4.42
)%
 
4.06
%
 
7.88
%
The analysis and model used to quantify the sensitivity of our net interest income becomes less meaningful in a decreasing 200 basis point scenario given the current interest rate environment. Results of the 100 and 200 basis point interest rate decline scenario are affected by the fact that many of our interest-bearing liabilities are at rates below 1%, with an assumed floor of zero in the model. In the six months ended June 30, 2017 and 2016, the cost of our interest-bearing liabilities averaged 0.40% and 0.39%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 3.82% and 3.59%, respectively.
In 2015 and 2014, the Company entered into cash flow interest rate swaps, in which we extended the duration of $200.0 million of the $1.3 billion LIBOR based loans in our loan portfolio at that time into fixed interest rates for a period of three or four years. These swaps added approximately two basis points of protection to the net interest margin as a hedge against a prolonged low-rate environment. Please refer to Note 12, "Derivatives," for additional information on interest rate swaps.
Asset/liability models require that certain assumptions be made, such as prepayment rates on earning assets and the impact of pricing 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 and other relevant factors.
First Commonwealth also maintains a reserve for unfunded loan commitments and letters of credit based upon credit risk and probability of funding. The reserve totaled $4.6 million at June 30, 2017 and is classified in "Other liabilities" on the Condensed Consolidated Statements of Financial Condition.
First Commonwealth defines exposure to the Oil and Gas Industry as any borrower who is involved in exploration and production, and any company in the industry supply chain that generates 40% or more of their sales revenue from exploration and production companies.
As of June 30, 2017, the Company had a total of $111.7 million in commitments to the Oil and Gas Industry, with $50.9 million in outstanding loan balances against those commitments. Of this total, commitments of $29.2 million with outstanding balances of $3.6 million are for exploration and production, while $82.4 million in commitments, with outstanding balances of $47.3 million, are related to ancillary businesses.
One customer accounts for 34.2% of the loan commitments related to exploration and production and is a pass-rated credit. This credit facility is primarily used to support letters of credit and has little or no usage. One commercial relationship with a commitment of $15.0 million and no outstanding balance is categorized as a non-pass accruing credit. One commercial relationship in this category, with an oustanding balance of $2.2 million, has been on non-performing status since before the oil price decline in the third quarter of 2014.

63

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



The ancillary businesses sector consists of well services, transportation, and providing equipment and materials to support the oil and gas industry. Two customers, which account for 37.6% of the ancillary business exposure, are bulk transporters of refined product and are not expected to be negatively impacted from lower oil prices. There are two pass-rated credits, with total commitments of $23.3 million, in the ancillary business sector that will see some impact from reduced drilling activity due to lower oil and gas prices. Two commercial relationships with $2.4 million in outstanding loans for ancillary businesses are on non-performing status.
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 2017, 26 loans totaling $9.6 million were identified as troubled debt restructurings.
The balance of troubled debt restructured loans decreased $0.7 million from December 31, 2016 due to a $5.4 million payoff of two commercial and industrial loan relationships, as well as normal loan paydowns and charge-offs offset by the addition of $9.6 million in newly identified troubled debt restructured loans. Please refer to Note 9, “Loans and Allowance for Credit Losses,” for additional information on troubled debt restructurings.

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 on 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 on 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 a specifically assigned allowance for loan losses are recognized where appropriate.
Nonperforming loans, including loans held for sale, decreased $1.6 million to $40.2 million at June 30, 2017 compared to $41.8 million at December 31, 2016. The June 30, 2017 nonaccrual balance includes $4.5 million in loans acquired from DCB in April 2017. Excluding the acquired loans, nonaccrual loans would have decreased $6.1 million compared to December 31, 2016 as a result of payoffs totaling $8.5 million on loans related to four borrowers. Included in nonperforming loans at June 30, 2017, is a $5.0 million loan to an aluminum servicing company which is classified as doubtful. This loan was restructured during the second quarter of 2017, resulting in a paydown of $2.4 million.
The allowance for credit losses as a percentage of nonperforming loans was 119.61% as of June 30, 2017 compared to 120.02% at December 31, 2016 and 92.88% at June 30, 2016. The amount of specific reserves included in the allowance for 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 reserves of $2.1 million and general reserves of $45.9 million as of June 30, 2017. Specific reserves decreased $1.0 million from December 31, 2016, and $13.4 million from June 30, 2016. 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, 2017.
Criticized loans totaled $160.2 million at June 30, 2017 and represented 3.0% of the loan portfolio. The level of criticized loans increased as of June 30, 2017 when compared to December 31, 2016, by $25.8 million, or 19.2%. This increase can be attributed to the downgrade of a $21.5 million loan to one borrower, who has sufficient liquidity and cash flow, however has experienced a decline in it’s debt service coverage ratio. Classified loans totaled $69.7 million at June 30, 2017 compared to $92.7 million at December 31, 2016, a decrease of $23.0 million, or 24.8%. This decline is a result of an upgrade to OAEM of a $9.3 million loan for one borrower and the payoff of $6.1 million in nonaccrual loans as noted above. Delinquency on accruing loans for the same period decreased $2.0 million, or 14.4%, the majority of which are commercial, financial, agricultural and other loans and residential real estate loans.
The allowance for credit losses was $48.1 million at June 30, 2017 or 0.89% of total loans outstanding, compared to 1.03% reported at December 31, 2016 and 1.24% at June 30, 2016. General reserves, or the portion of the allowance related to loans that were not specifically evaluated for impairment, as a percentage of non-impaired loans were 0.86% at June 30, 2017 compared to 0.97% at December 31, 2016 and 0.93% at June 30, 2016. General reserves as a percentage of non-impaired originated loans were 0.94% at June 30, 2017 compared to 0.99% at December 31, 2016 and 0.93% at June 30, 2016.

64

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



The following table provides information related to nonperforming assets, the allowance for credit losses and other credit-related measures:
 
 
 
June 30,
 
 
 
December 31, 2016
 
 
 
 
2017
 
 
 
2016
 
 
 
 
 
(dollars in thousands)
 
 
Nonperforming Loans:
 
 
 
 
Loans on nonaccrual basis
 
$
15,553

 
  
 
$
38,404

 

 
$
16,454

 
  
Loans held for sale on a nonaccrual basis
 

 
  
 

 
  
 

 
  
Troubled debt restructured loans on nonaccrual basis
 
11,868

 
  
 
9,672

 
  
 
11,569

 
  
Troubled debt restructured loans on accrual basis
 
12,764

 
  
 
16,332

 
  
 
13,790

 
  
Total nonperforming loans
 
$
40,185

 
  
 
$
64,408

 
  
 
$
41,813

 
  
Loans past due 30 to 90 days and still accruing
 
$
9,890

 
 
 
$
13,082

 
 
 
$
10,964

 
 
Loans past due in excess of 90 days and still accruing
 
$
1,898

 
  
 
$
1,384

 
  
 
$
2,097

 
  
Other real estate owned
 
$
5,964

 
  
 
$
8,604

 
  
 
$
6,805

 
  
Loans held for sale at end of period
 
$
9,785

 
 
 
$
11,613

 
 
 
$
7,052

 
 
Portfolio loans outstanding at end of period
 
$
5,374,782

 
  
 
$
4,843,776

 

 
$
4,879,347

 
  
Average loans outstanding
 
$
5,138,643

 
(a) 
 
$
4,789,306

 
(a) 
 
$
4,818,759

 
(b) 
Nonperforming loans as a percentage of total loans
 
0.75
%
 
 
 
1.33
%
 
 
 
0.86
%
 
 
Provision for credit losses
 
$
1,620

 
(a) 
 
$
16,898

 
(a) 
 
$
18,480

 
(b) 
Allowance for credit losses
 
$
48,067

 
  
 
$
59,821

 
  
 
$
50,185

 
  
Net charge-offs
 
$
3,738

 
(a) 
 
$
7,889

 
(a) 
 
$
19,107

 
(b) 
Net charge-offs as a percentage of average loans outstanding (annualized)
 
0.15
%
 
 
 
0.33
%
 
 
 
0.40
%
 
 
Provision for credit losses as a percentage of net charge-offs
 
43.34
%
 
(a) 
 
214.20
%
 
(a) 
 
96.72
%
 
(b) 
Allowance for credit losses as a percentage of end-of-period loans outstanding (c)
 
0.89
%
 
 
 
1.24
%
 
 
 
1.03
%
 
 
Allowance for credit losses as a percentage of end-of-period originated loans outstanding
 
0.98
%
 
 
 
1.24
%
 
 
 
1.05
%
 
 
Allowance for credit losses as a percentage of nonperforming loans (d)
 
119.61
%
 
 
 
92.88
%
 
 
 
120.02
%
 
 
 
(a)
For the six-month period ended.
(b)
For the twelve-month period ended.
(c)
Does not include loans held for sale.
(d)
Does not include nonperforming loans held for sale.

The following tables show the outstanding balances of our loan portfolio and the breakdown of net charge-offs and nonperforming loans, excluding loans held for sale, by loan type as of and for the periods presented:
 
 
 
June 30, 2017
 
December 31, 2016
 
 
Amount
 
%
 
Amount
 
%
 
 
(dollars in thousands)
Commercial, financial, agricultural and other
 
$
1,199,800

 
22
%
 
$
1,139,547

 
23
%
Real estate construction
 
249,255

 
5

 
219,621

 
5

Residential real estate
 
1,416,926

 
26

 
1,229,192

 
25

Commercial real estate
 
1,963,001

 
37

 
1,742,210

 
36

Loans to individuals
 
545,800

 
10

 
548,777

 
11

Total loans and leases net of unearned income
 
$
5,374,782

 
100
%
 
$
4,879,347

 
100
%
During the six months ended June 30, 2017, loans increased $495.4 million, or 10%, compared to balances outstanding at December 31, 2016. Loan balances acquired on April 3, 2017 as part of the DCB acquisition totaled $383.1 million, including $44.8 million in commercial financial agricultural and other, $25.2 million in real estate construction, $197.5 million in residential real estate, $109.8 million in commercial real estate and $5.8 million in loans to individuals.

65

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



Excluding the balances acquired from DCB, growth in the commercial real estate and commercial, financial, agricultural and other categories can largely be attributed to growth in middle market lending in Pennsylvania and Ohio. The decrease in residential real estate loans is the result of runoff in our home equity and mortgage portfolios, as many of the loans originated by our mortgage banking area are sold in the secondary market and loans to individuals declined primarily due to runoff in our indirect auto portfolio.
Net charge-offs for the six months ended June 30, 2017 totaled $3.7 million, compared to $7.9 million for the six months ended June 30, 2016. The most significant charge-offs during the six months ended June 30, 2017 include a $1.9 million partial charge-off on a loan to a custom display manufacturer and a $1.5 million partial charge-off related to a containment tank manufacturer. Offsetting these charge-offs are recoveries of $3.1 million on two commercial and industrial relationships. During the six months ended June 30, 2016, the most significant charge-offs include a $2.0 million partial charge-off of one loan to an oil and gas wells services company, a $1.1 million charge-off of loans related to a steel and aluminum servicing company, a $1.1 million partial charge-off of two commercial industrial loans related to a local energy company and a $1.1 million charge-off of a loan to a machine manufacturer.
 
 
For the Six Months Ended June 30, 2017
 
As of June 30, 2017
 
 
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
 
$
1,641

 
43.90
 %
 
0.06
%
 
$
17,486

 
43.51
%
 
0.32
%
Real estate construction
 
(97
)
 
(2.59
)
 

 

 

 

Residential real estate
 
400

 
10.70

 
0.02

 
12,108

 
30.13

 
0.22

Commercial real estate
 
(90
)
 
(2.41
)
 

 
10,250

 
25.51

 
0.20

Loans to individuals
 
1,884

 
50.40

 
0.07

 
341

 
0.85

 
0.01

Total loans, net of unearned income
 
$
3,738

 
100.00
 %
 
0.15
%
 
$
40,185

 
100.00
%
 
0.75
%
As the above table illustrates, commercial, financial, agricultural and other, residential real estate and commercial real estate loans represented a significant portion of the nonperforming loans as of June 30, 2017. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At June 30, 2017, shareholders’ equity was $879.5 million, an increase of $129.5 million from December 31, 2016. The increase was primarily the result of $110.8 million in stock issued as part of the DCB acquisition, $29.9 million in net income, an increase of $2.0 million in the fair value of available for sale investments and $2.9 million in treasury stock sales. These increases were partially offset by $14.9 million of dividends paid to shareholders and $1.1 million of common stock repurchases. Cash dividends declared per common share were $0.16 and $0.14 for the six months ended June 30, 2017 and 2016, respectively.
First Commonwealth and First Commonwealth Bank are 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 adequacy guidelines and the regulatory framework for prompt corrective action, First Commonwealth and First Commonwealth Bank 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.
First Commonwealth maintains capital to absorb unexpected losses. In order to provide assurance that our capital levels are adequate for our risk exposure, we test our capital position under several stress scenarios on an annual basis. This analysis is reviewed by our Board of Director's. Our most recent capital stress test was completed in September 2016.
Effective January 1, 2015, the Company became subject to the new regulatory risk-based capital rules adopted by the federal banking agencies implementing Basel III. The most significant changes include higher minimum capital requirements, as the

66

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



minimum Tier I capital ratio increased from 4.0% to 6.0% and a new common equity Tier I capital ratio was established 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, resulting in an effective common equity Tier I risk-weighted asset minimum ratio of 7% on a fully phased-in basis.
The Basel III Rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment, which reduces the volatility of regulatory capital levels.
As of June 30, 2017, First Commonwealth and First Commonwealth Bank met all capital adequacy requirements to which they are subject and was considered well-capitalized under the regulatory rules, all on a fully phased-in basis. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital, Tier I leverage ratio and Common equity tier I risk-based capital as set forth in the table below:
 
Actual
 
Minimum Capital Required - Basel III Phase-In Schedule
 
Minimum Capital Required - Basel III Fully Phased-In
 
Required to be Considered Well
Capitalized
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
(dollars in thousands)
Total Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
738,447

 
12.17
%
 
$
561,273

 
9.250
%
 
$
637,121

 
10.50
%
 
$
606,782

 
10.00
%
First Commonwealth Bank
705,191

 
11.66

 
559,572

 
9.250

 
635,190

 
10.50

 
604,943

 
10.00

Tier I Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
685,821

 
11.30
%
 
$
439,917

 
7.250
%
 
$
515,765

 
8.50
%
 
$
485,425

 
8.00
%
First Commonwealth Bank
652,565

 
10.79

 
438,584

 
7.250

 
514,201

 
8.50

 
483,954

 
8.00

Tier I Capital to Average Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
685,821

 
9.63
%
 
$
284,786

 
4.000
%
 
$
284,786

 
4.00
%
 
$
355,982

 
5.00
%
First Commonwealth Bank
652,565

 
9.22

 
283,258

 
4.000

 
283,258

 
4.00

 
354,072

 
5.00

Common Equity Tier I to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
615,821

 
10.15
%
 
$
348,900

 
5.750
%
 
$
424,747

 
7.00
%
 
$
394,408

 
6.50
%
First Commonwealth Bank
652,565

 
10.79

 
347,842

 
5.750

 
423,460

 
7.00

 
393,213

 
6.50


On July 26, 2017, First Commonwealth Financial Corporation declared a quarterly dividend of $0.08 per share payable on August 18, 2017 to shareholders of record as of August 7, 2017. 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.


67

Table of Contents

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

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.

68

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


 
ITEM 1.
LEGAL PROCEEDINGS
The information required by this item is set forth in Part I, Item 1, Note 5, "Commitments and Contingent Liabilities," which is incorporated herein by reference in response to this item.

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, 2016.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
None


ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable

ITEM 5.
OTHER INFORMATION
None

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

ITEM 6.     EXHIBITS
Exhibit
Number
  
Description
  
Incorporated by Reference to
 
 
 
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
  
The following materials from First Commonwealth Financial Corporation’s Quarterly Report on Form 10-Q, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.

  
Filed herewith

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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
 
DATED: August 9, 2017
 
/s/ T. Michael Price
 
 
T. Michael Price
President and Chief Executive Officer
 
 
DATED: August 9, 2017
 
/s/ James R. Reske
 
 
James R. Reske
Executive Vice President, Chief Financial Officer and Treasurer


71