FCF-2013.6.30-10Q_A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A (Amendment No. 1)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission File Number 001-11138
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
25-1428528
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
601 Philadelphia Street, Indiana, PA
 
15701
(Address of principal executive offices)
 
(Zip Code)
724-349-7220
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ¨    Accelerated filer  x    Smaller reporting company  ¨    Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The number of shares outstanding of issuer’s common stock, $1.00 par value, as of August 5, 2013, was 96,442,161.




Explanatory Note

On August 8, 2013, First Commonwealth Financial Corporation (“First Commonwealth”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.  The table under the heading "Capital Resources" of Part I, Item 2 of the Report, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), erroneously contained regulatory capital amounts and ratios as of June 30, 2012.  The sole purpose of this amendment is to correct the information contained under the "Capital Resources" section of the MD&A.  Except as specifically noted above, this amendment does not modify or update disclosures in the original Form 10-Q. Accordingly, this amendment does not reflect events occurring after the filing of the original Form 10-Q or modify or update any related or other disclosures.



Table of Contents

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

2

Table of Contents

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

3

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


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

4

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


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

$
111,328

Adjustment to fully taxable equivalent basis
2,058

2,307

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

113,635

Interest expense
11,626

16,240

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

$
97,395




5

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


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

$
3

0.19
%
$
3,580

$
2

0.11
%
Tax-free investment securities (e)
85

3

7.40

454

16

7.09

Taxable investment securities
1,281,409

14,494

2.28

1,192,914

16,868

2.84

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

90,300

4.29

4,129,977

96,749

4.71

Total interest-earning assets
5,527,443

104,800

3.82

5,326,925

113,635

4.29

Noninterest-earning assets:
 
 
 
 
 
 
Cash
71,883

 
 
74,069

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

 
 
586,509

 
 
Total noninterest-earning assets
573,571

 
 
596,375

 
 
Total Assets
$
6,101,014

 
 
$
5,923,300

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

$
130

0.04
%
$
636,382

$
158

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

1,682

0.17

1,928,454

2,299

0.24

Time deposits
1,179,196

6,386

1.09

1,184,338

9,433

1.60

Short-term borrowings
400,827

507

0.26

378,407

506

0.27

Long-term debt
250,569

2,921

2.35

195,614

3,844

3.95

Total interest-bearing liabilities
4,449,261

11,626

0.53

4,323,195

16,240

0.76

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

 
 
780,611

 
 
Other liabilities
48,064

 
 
50,519

 
 
Shareholders’ equity
742,203

 
 
768,975

 
 
Total noninterest-bearing funding sources
1,651,753

 
 
1,600,105

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

 
 
$
5,923,300

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

3.40
%
 
$
97,395

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

 

6

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


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

 
$

 
$
1

Tax-free investment securities
 
(13
)
 
(13
)
 

Taxable investment securities
 
(2,374
)
 
1,250

 
(3,624
)
Loans
 
(6,449
)
 
2,642

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

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

 
(38
)
Savings deposits
 
(617
)
 
15

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

 
30

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

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

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

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

70
%
 
$
4,495

56
 %
Real estate construction
14


 
1,493

18

Residential real estate
362

2

 
554

7

Commercial real estate
2,817

19

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

9

 
1,439

18

Unallocated
(4
)

 
1,071

13

Total
$
15,297

100
%
 
$
8,084

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

7

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


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

 
$
61,234

 
$
61,234

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

 
3,668

 
5,207

Real estate construction
 
755

 
340

 
3,601

Residential real estate
 
643

 
2,454

 
3,828

Commercial real estate
 
9,238

 
541

 
851

Loans to individuals
 
1,755

 
1,738

 
3,482

Total loans charged off
 
26,612

 
8,741

 
16,969

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

 
275

 
443

Real estate construction
 
59

 
92

 
582

Residential real estate
 
812

 
282

 
422

Commercial real estate
 
108

 
186

 
410

Loans to individuals
 
337

 
264

 
521

Total recoveries
 
1,580

 
1,099

 
2,378

Net credit losses
 
25,032

 
7,642

 
14,591

Provision charged to expense
 
15,297

 
8,084

 
20,544

Balance, end of period
 
$
57,452

 
$
61,676

 
$
67,187


8

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


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

 
$
3,149

 
$
122

 
4
 %
Service charges on deposit accounts
 
7,216

 
7,239

 
(23
)
 

Insurance and retail brokerage commissions
 
2,801

 
3,094

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

 
2,904

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

 
6,399

 
279

 
4

Other income
 
5,215

 
6,382

 
(1,167
)
 
(18
)
Subtotal
 
28,041

 
29,167

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

 

 
8

 
N/A

Gain on sale of assets
 
700

 
3,559

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

 
750

 
317

 
42

Total noninterest income
 
$
29,816

 
$
33,476

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

 
$
44,121

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

 
6,707

 
149

 
2

Furniture and equipment expense
 
6,569

 
6,208

 
361

 
6

Data processing expense
 
3,019

 
3,359

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

 
2,693

 
14

 
1

Intangible amortization
 
655

 
742

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

 
3,369

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

 
2,139

 
(222
)
 
(10
)
FDIC insurance
 
2,134

 
2,499

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

 
12,974

 
(830
)
 
(6
)
Subtotal
 
81,293

 
84,811

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

 
3,789

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

 

 
1,629

 
N/A

Total noninterest expense
 
$
83,452

 
$
88,600

 
$
(5,148
)
 
(6
)%


9

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


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

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

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

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

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

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

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

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


10

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


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

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

 
$
54,712

Adjustment to fully taxable equivalent basis
1,030

 
1,090

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

 
55,802

Interest expense
5,283

 
7,794

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

 
$
48,008



11

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


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

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

 
$
2

 
0.27
%
 
$
3,384

 
$
1

 
0.12
%
Tax-free investment securities (e)
 
84

 
2

 
7.41

 
452

 
8

 
7.12

Taxable investment securities
 
1,327,714

 
7,349

 
2.22

 
1,207,053

 
8,298

 
2.76

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

 
44,658

 
4.20

 
4,144,470

 
47,495

 
4.61

Total interest-earning assets
 
5,593,525

 
52,011

 
3.73

 
5,355,359

 
55,802

 
4.19

Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
73,123

 
 
 
 
 
74,465

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

 
 
 
 
 
579,371

 
 
 
 
Total noninterest-earning assets
 
577,818

 
 
 
 
 
589,888

 
 
 
 
Total Assets
 
$
6,171,343

 
 
 
 
 
$
5,945,247

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

 
$
65

 
0.04
%
 
$
648,244

 
$
61

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

 
762

 
0.16

 
1,905,168

 
994

 
0.21

Time deposits
 
1,216,403

 
3,180

 
1.05

 
1,165,009

 
4,588

 
1.58

Short-term borrowings
 
445,249

 
287

 
0.26

 
422,361

 
279

 
0.27

Long-term debt
 
221,310

 
989

 
1.79

 
183,890

 
1,872

 
4.09

Total interest-bearing liabilities
 
4,513,474

 
5,283

 
0.47

 
4,324,672

 
7,794

 
0.72

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

 
 
 
 
 
796,555

 
 
 
 
Other liabilities
 
46,847

 
 
 
 
 
50,724

 
 
 
 
Shareholders’ equity
 
737,195

 
 
 
 
 
773,296

 
 
 
 
Total noninterest-bearing funding sources
 
1,657,869

 
 
 
 
 
1,620,575

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

 
 
 
 
 
$
5,945,247

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

 
3.35
%
 
 
 
$
48,008

 
3.61
%

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

 

12

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


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

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

 
$

 
$
1

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

Taxable investment securities
 
(949
)
 
828

 
(1,777
)
Loans
 
(2,837
)
 
1,356

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

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

 
4

 

Savings deposits
 
(232
)
 
19

 
(251
)
Time deposits
 
(1,408
)
 
202

 
(1,610
)
Short-term borrowings
 
8

 
15

 
(7
)
Long-term debt
 
(883
)
 
381

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

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

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

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

91
 %
 
$
2,876

67
 %
Real estate construction
1,137

11

 
1,688

39

Residential real estate
922

8

 
510

12

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

5

 
608

14

Unallocated
26


 
70

2

Total
$
10,800

100
 %
 
$
4,297

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

13

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


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

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

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

 
$
60,732

 
$
67,187

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

 
1,754

 
538

Real estate construction
 
671

 
150

 
84

Residential real estate
 
321

 
742

 
322

Commercial real estate
 
694

 
306

 
8,544

Loans to individuals
 
767

 
797

 
988

Total loans charged off
 
16,136

 
3,749

 
10,476

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

 
37

 
128

Real estate construction
 
47

 
36

 
12

Residential real estate
 
89

 
149

 
723

Commercial real estate
 
11

 
28

 
97

Loans to individuals
 
243

 
146

 
94

Total recoveries
 
526

 
396

 
1,054

Net credit losses
 
15,610

 
3,353

 
9,422

Provision charged to expense
 
10,800

 
4,297

 
4,497

Balance, end of period
 
$
57,452

 
$
61,676

 
$
62,262

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

 
$
1,607

 
$
1

 
 %
Service charges on deposit accounts
 
3,815

 
3,737

 
78

 
2

Insurance and retail brokerage commissions
 
1,384

 
1,670

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

 
1,459

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

 
3,285

 
205

 
6

Other income
 
2,695

 
2,749

 
(54
)
 
(2
)
Subtotal
 
14,424

 
14,507

 
(83
)
 
(1
)
Net securities gains
 
4

 

 
4

 
N/A

Gain on sale of assets
 
425

 
1,444

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

 
145

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

 
$
16,096

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

14

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


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

 
$
22,363

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

 
3,303

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

 
3,024

 
273

 
9

Data processing expense
 
1,503

 
1,796

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

 
1,510

 
7

 

Intangible amortization
 
297

 
371

 
(74
)
 
(20
)
Collection and repossession expense
 
851

 
670

 
181

 
27

Other professional fees and services
 
948

 
940

 
8

 
1

FDIC insurance
 
1,084

 
1,262

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

 
6,109

 
(298
)
 
(5
)
Subtotal
 
40,026

 
41,348

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

 
500

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

 

 
1,629

 
N/A

Total noninterest expense
 
$
41,998

 
$
41,848

 
$
150

 
 %

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

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

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

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

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

15

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


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

 
$
883,269

Interest-bearing demand deposits
 
101,505

 
97,963

Savings deposits
 
2,535,592

 
2,543,990

Time deposits
 
1,195,010

 
1,032,659

Total
 
$
4,733,047

 
$
4,557,881

During the first six months of 2013, total deposits increased $175.2 million due to a $162.4 million increase in time deposits, offset by a decrease of $4.9 million in interest-bearing and savings deposits. The increase in time deposits is due to growth in wholesale certificates of deposits of $227.6 million. These deposits offer a more attractive source of funding as they generally have a lower cost of funds than traditional certificates of deposit.
Market Risk
The following gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing within a one-year period was 0.73 and 0.76 at June 30, 2013 and December 31, 2012, respectively. A ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months. The level of First Commonwealth's ratio is largely driven by the modeling of interest-bearing non-maturity deposits, which are included in the analysis as repricing within one year.
 
Gap analysis has limitations due to the static nature of the model that holds volumes and consumer behaviors constant in all economic and interest rate scenarios. Rate sensitive assets to rate sensitive liabilities repricing in one year could indicate reduced net interest income in a rising interest rate scenario, and conversely, increased net interest income in a declining interest rate scenario. However, the gap analysis incorporates only the level of interest-earning assets and interest-bearing liabilities and not the sensitivity each has to changes in interest rates. The impact of the sensitivity to changes in interest rates is provided in the table below the gap analysis. Following is the gap analysis as of June 30, 2013 and December 31, 2012:
 

16

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


 
 
June 30, 2013
 
 
0-90 Days
 
91-180
Days
 
181-365
Days
 
Cumulative
0-365 Days
 
Over 1 Year
Through 5
Years
 
Over 5
Years
 
 
(dollars in thousands)
Loans
 
$
1,980,698

 
$
207,799

 
$
317,325

 
$
2,505,822

 
$
1,383,428

 
$
281,216

Investments
 
65,151

 
78,751

 
173,868

 
317,770

 
630,920

 
382,178

Other interest-earning assets
 
4,497

 

 

 
4,497

 

 

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

 
286,550

 
491,193

 
2,828,089

 
2,014,348

 
663,394

Certificates of Deposit
 
396,964

 
98,958

 
204,920

 
700,842

 
485,706

 
8,462

Other deposits
 
2,637,097

 

 

 
2,637,097

 

 

Borrowings
 
514,129

 
115

 
7,712

 
521,956

 
131,150

 
5,524

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

 
99,073

 
212,632

 
3,859,895

 
616,856

 
13,986

Gap
 
$
(1,497,844
)
 
$
187,477

 
$
278,561

 
$
(1,031,806
)
 
$
1,397,492

 
$
649,408

ISA/ISL
 
0.58

 
2.89

 
2.31

 
0.73

 
3.27

 
47.43

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

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

 
$
222,705

 
$
297,530

 
$
2,470,237

 
$
1,436,472

 
$
203,477

Investments
 
61,914

 
78,904

 
142,411

 
283,229

 
579,320

 
328,546

Other interest-earning assets
 
4,258

 

 

 
4,258

 

 

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

 
301,609

 
439,941

 
2,757,724

 
2,015,792

 
532,023

Certificates of Deposit
 
208,096

 
176,556

 
126,490

 
511,142

 
512,040

 
9,477

Other deposits
 
2,641,953

 

 

 
2,641,953

 

 

Borrowings
 
428,545

 
29,703

 
230

 
458,478

 
138,652

 
39,318

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

 
206,259

 
126,720

 
3,611,573

 
650,692

 
48,795

Gap
 
$
(1,262,420
)
 
$
95,350

 
$
313,221

 
$
(853,849
)
 
$
1,365,100

 
$
483,228

ISA/ISL
 
0.61

 
1.46

 
3.47

 
0.76

 
3.10

 
10.90

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

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

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

 
2,153

The analysis and model used to quantify the sensitivity of our net interest income becomes less reliable in a decreasing 200 basis point scenario given the current low interest rate environment. Results of the 100 and 200 basis point decline in interest rate scenario are affected by the fact that many of our interest-bearing liabilities are at rates below 1% and therefore cannot decline 100 or 200 basis points, yet our interest-sensitive assets are able to decline by these amounts. In the six-months ended June 30, 2013 and 2012, the cost of our interest-bearing liabilities averaged 0.53% and 0.76%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 3.82% and 4.29%, respectively.

17

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


The ALCO is responsible for the identification and management of interest rate risk exposure. As such, the ALCO continuously evaluates strategies to manage our exposure to interest rate fluctuations.
Asset/liability models require certain assumptions be made, such as prepayment rates on earning assets and pricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results.
Credit Risk
First Commonwealth maintains an allowance for credit losses at a level deemed sufficient for losses inherent in the loan portfolio at the date of each statement of financial condition. Management reviews the adequacy of the allowance on a quarterly basis to ensure that the provision for credit losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management’s assessment of probable estimated losses.
First Commonwealth’s methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements. These elements include an assessment of individual impaired loans with a balance greater than $0.1 million, loss experience trends, delinquency and other relevant factors. While allocations are made to specific loans and pools of loans, the total allowance is available for all loan losses.
Nonperforming loans include nonaccrual loans and loans classified as troubled debt restructurings. Nonaccrual loans represent loans on which interest accruals have been discontinued. Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deteriorating financial position of the borrower, who could not obtain comparable terms from alternative financing sources. In the first six months of 2013, thirty-two loans totaling $2.7 million were identified as troubled debt restructuring. Please refer to Note 10, “Loans and Allowance for Credit Losses,” for additional information on troubled debt restructuring.

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

 

18

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


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

 
  
 
$
33,457

 

 
$
43,539

 
  
Troubled debt restructured loans on nonaccrual basis
 
17,519

 
  
 
45,235

 
  
 
50,979

 
  
Troubled debt restructured loans on accrual basis
 
13,811

 
  
 
6,251

 
  
 
13,037

 
  
Total nonperforming loans
 
$
73,097

 
  
 
$
84,943

 
  
 
$
107,555

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

 
  
 
$
10,587

 
  
 
$
2,447

 
  
Other real estate owned
 
$
15,603

 
  
 
$
19,140

 
  
 
$
11,262

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

 
  
 
$
4,159,531

 

 
$
4,204,704

 
  
Average loans outstanding
 
$
4,242,800

 
(a) 
 
$
4,129,977

 
(a) 
 
$
4,165,292

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

 
2.04
%
 

 
2.56
%
 

Provision for credit losses
 
$
15,297

 
(a) 
 
$
8,084

 
(a) 
 
$
20,544

 
(b) 
Allowance for credit losses
 
$
57,452

 
  
 
$
61,676

 
  
 
$
67,187

 
  
Net charge-offs
 
$
25,032

 
(a) 
 
$
7,642

 
(a) 
 
$
14,591

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

 
0.37
%
 

 
0.35
%
 

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

 
1.48
%
 
 
 
1.60
%
 

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

 
72.61
%
 
 
 
62.47
%
 

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

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

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

 
24
%
 
$
1,019,822

 
24
%
Real estate construction
 
66,243

 
2

 
87,438

 
2

Residential real estate
 
1,269,830

 
30

 
1,241,565

 
30

Commercial real estate
 
1,280,784

 
30

 
1,273,661

 
30

Loans to individuals
 
600,580

 
14

 
582,218

 
14

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

 
100
%
 
$
4,204,704

 
100
%

19

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


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

 
55.76
 %
 
0.66
 %
 
$
25,776

 
35.26
%
 
0.61
%
Real estate construction
 
696

 
2.78

 
0.03

 
3,967

 
5.43

 
0.09

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

 
18.00

 
0.31

Commercial real estate
 
9,130

 
36.47

 
0.44

 
29,941

 
40.96

 
0.71

Loans to individuals
 
1,418

 
5.67

 
0.07

 
257

 
0.35

 
0.01

Total loans, net of unearned income
 
$
25,032

 
100.00
 %
 
1.19
 %
 
$
73,097

 
100.00
%
 
1.73
%
As the above table illustrates, commercial real estate loans represented a significant portion of the nonperforming loans as of June 30, 2013. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At June 30, 2013, shareholders’ equity was $710.7 million, a decrease of $35.3 million from December 31, 2012. The decrease was primarily the result of $16.4 million net income offset by $23.2 million of common stock repurchases, $10.8 million of dividends paid to shareholders and decreases of $18.0 million in the fair value of available for sale investments. Cash dividends declared per common share were $0.11 and $0.08 for the six-months ended June 30, 2013 and 2012, respectively.
First Commonwealth is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First Commonwealth’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, First Commonwealth and its banking subsidiary must meet specific capital guidelines that involve quantitative measures of First Commonwealth’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. First Commonwealth’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
On July 9, 2013, federal banking agencies approved changes to the regulatory capital framework which are effective beginning on January 1, 2015, with some items phasing in over a period of time. The most significant of these changes include higher minimum capital requirements, as the minimum tier I capital ratio increased from 4.0% to 6.0% and the establishment of a new common equity tier I capital ratio with a minimum level of 4.5%. Additionally, the new rules improve the quality of capital by providing stricter eligibility criteria for regulatory capital instruments and provide for a phase-in, beginning January 1, 2016, of a capital conservation buffer of 2.5% of risk-weighted assets. This buffer provides a requirement to hold common equity tier 1 capital above the minimum risk-based capital requirements. Management currently expects First Commonwealth will remain well-capitalized after the adoption of these changes.
Under current regulations, quantitative measures to ensure capital adequacy require First Commonwealth to maintain minimum amounts and ratios of Total and Tier I capital (common and certain other “core” equity capital) to risk weighted assets, and of Tier I capital to average assets. As of June 30, 2013, First Commonwealth and its banking subsidiary met all capital adequacy requirements to which they are subject.

20

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


As of June 30, 2013, First Commonwealth was considered well-capitalized under the regulatory framework for prompt corrective action. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital and Tier I leverage ratios as set forth in the table below:
 
Actual
 
Regulatory
Minumum
 
Well
Capitalized
Regulatory
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
(dollars in thousands)
Total Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
650,380

 
13.27
%
 
$
392,041

 
8.00
%
 
 
 
 
First Commonwealth Bank
621,934

 
12.70

 
391,814

 
8.00

 
$
489,768

 
10.00
%
Tier I Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
590,546

 
12.05
%
 
$
196,021

 
4.00
%
 
 
 
 
First Commonwealth Bank
562,229

 
11.48

 
195,907

 
4.00

 
$
293,861

 
6.00
%
Tier I Capital to Average Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
590,546

 
9.89
%
 
$
238,765

 
4.00
%
 
 
 
 
First Commonwealth Bank
562,229

 
9.48

 
237,126

 
4.00

 
$
296,408

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

21

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



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


22

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 13, 2013
 
/s/ T. Michael Price
 
 
T. Michael Price
President and Chief Executive Officer
 
 
DATED: August 13, 2013
 
/s/ Robert E. Rout
 
 
Robert E. Rout
Executive Vice President and
Chief Financial Officer


23