Companies: 10,793     total market cap: $134.237 T
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First Commonwealth Financial Corp
FCF
#4861
Rank
$1.82 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$17.88
Share price
0.62%
Change (1 day)
28.82%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. First Commonwealth Financial Corp
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2019 Q3

First Commonwealth Financial Corp - 10-Q quarterly report FY2019 Q3


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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 September 30, 2019
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 every Interactive Data File required to be submitted 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 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 ☐ Emerging growth company  ☐
Non-accelerated filer  ¨ (Do not check if a smaller reporting company) 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 November 5, 2019, was 98,316,233.


FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
 
 
 
PAGE
 
 
 
PART I.
Financial Information
 
 
 
 
ITEM 1.
Financial Statements and Supplementary Data
 
 
 
 
 
Included in Part I of this report:
 
 
 
 
 
First Commonwealth Financial Corporation and Subsidiaries
 
 
 
 
 
Consolidated Statements of Financial Condition (Unaudited)
3
 
Consolidated Statements of Income (Unaudited)
4
 
Consolidated Statements of Comprehensive Income (Unaudited)
5
 
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
6
 
Consolidated Statements of Cash Flows (Unaudited)
8
 
Notes to the Unaudited Consolidated Financial Statements
9
 
 
 
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
49
 
 
 
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
70
 
 
 
ITEM 4.
Controls and Procedures
70
 
 
 
PART II.
Other Information
 
 
 
 
ITEM 1.
Legal Proceedings
71
 
 
 
ITEM 1A.
Risk Factors
71
 
 
 
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
71
 
 
 
ITEM 3.
Defaults Upon Senior Securities
71
 
 
 
ITEM 4.
Mine Safety Disclosures
71
 
 
 
ITEM 5.
Other Information
71
 
 
 
ITEM 6.
Exhibits
72
 
 
 
 
Signatures
73

2


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

 
September 30, 2019
 
December 31, 2018
 
(Unaudited)
 
 
 
(dollars in thousands, except share data)
Assets
 
 
 
Cash and due from banks
$
112,241

 
$
95,934

Interest-bearing bank deposits
16,408

 
3,013

Securities available for sale, at fair value
812,383

 
909,247

Securities held to maturity, at amortized cost (Fair value of $360,224 and $383,993 at September 30, 2019 and December 31, 2018, respectively)
357,890

 
393,855

Other investments
11,561

 
32,126

Loans held for sale
20,288

 
11,881

Loans:
 
 
 
Portfolio loans
6,099,561

 
5,774,139

Allowance for credit losses
(50,035
)
 
(47,764
)
Net loans
6,049,526

 
5,726,375

Premises and equipment, net
138,112

 
80,474

Other real estate owned
1,622

 
3,935

Goodwill
303,632

 
274,202

Amortizing intangibles, net
16,873

 
13,038

Bank owned life insurance
219,685

 
215,766

Other assets
91,806

 
68,409

Total assets
$
8,152,027

 
$
7,828,255

Liabilities
 
 
 
Deposits (all domestic):
 
 
 
Noninterest-bearing
$
1,657,507

 
$
1,466,213

Interest-bearing
5,020,489

 
4,431,779

Total deposits
6,677,996

 
5,897,992

Short-term borrowings
83,735

 
721,823

Subordinated debentures
170,409

 
170,288

Other long-term debt
57,078

 
7,551

Capital lease obligation
6,917

 
7,217

Total long-term debt
234,404

 
185,056

Other liabilities
116,862

 
47,995

Total liabilities
7,112,997

 
6,852,866

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 shares issued at September 30, 2019 and December 31, 2018, and 98,319,081 and 98,518,668 shares outstanding at September 30, 2019 and December 31, 2018, respectively
113,915

 
113,915

Additional paid-in capital
493,737

 
492,273

Retained earnings
560,360

 
511,409

Accumulated other comprehensive income (loss), net
6,077

 
(11,341
)
Treasury stock (15,595,821 and 15,396,234 shares at September 30, 2019 and December 31, 2018, respectively)
(135,059
)
 
(130,867
)
Total shareholders’ equity
1,039,030

 
975,389

Total liabilities and shareholders’ equity
$
8,152,027

 
$
7,828,255


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

ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands, except share data)
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
74,714

 
$
66,105

 
$
218,524

 
$
188,529

Interest and dividends on investments:
 
 
 
 
 
 
 
Taxable interest
6,995

 
7,899

 
22,871

 
23,031

Interest exempt from federal income taxes
398

 
410

 
1,231

 
1,231

Dividends
387

 
420

 
1,419

 
1,412

Interest on bank deposits
81

 
39

 
181

 
109

Total interest income
82,575

 
74,873

 
244,226

 
214,312

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
9,846

 
6,006

 
27,298

 
14,639

Interest on short-term borrowings
1,620

 
2,603

 
8,075

 
7,387

Interest on subordinated debentures
2,232

 
2,302

 
6,930

 
4,664

Interest on other long-term debt
362

 
76

 
656

 
228

Interest on lease obligations
70

 
73

 
210

 
221

Total interest expense
14,130

 
11,060

 
43,169

 
27,139

Net Interest Income
68,445

 
63,813

 
201,057

 
187,173

Provision for credit losses
2,708

 
2,961

 
9,638

 
11,032

Net Interest Income after Provision for Credit Losses
65,737

 
60,852

 
191,419

 
176,141

Noninterest Income
 
 
 
 
 
 
 
Net securities gains
9

 
—

 
15

 
8,102

Trust income
2,325

 
2,206

 
6,221

 
6,014

Service charges on deposit accounts
4,954

 
4,589

 
13,792

 
13,418

Insurance and retail brokerage commissions
1,912

 
1,872

 
5,887

 
5,560

Income from bank owned life insurance
1,540

 
1,579

 
4,408

 
5,241

Gain on sale of mortgage loans
2,599

 
1,542

 
6,101

 
4,267

Gain on sale of other loans and assets
970

 
643

 
3,831

 
3,548

Card-related interchange income
5,629

 
5,044

 
15,800

 
14,929

Derivatives mark to market
(45
)
 
—

 
(88
)
 
789

Swap fee income
421

 
528

 
1,634

 
1,115

Other income
1,865

 
1,754

 
5,356

 
5,125

Total noninterest income
22,179

 
19,757

 
62,957

 
68,108

Noninterest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
28,674

 
26,553

 
83,205

 
77,580

Net occupancy
4,521

 
4,341

 
13,878

 
12,932

Furniture and equipment
3,904

 
3,424

 
11,396

 
10,611

Data processing
2,825

 
2,853

 
7,988

 
7,764

Advertising and promotion
1,140

 
1,200

 
3,611

 
3,185

Pennsylvania shares tax
1,189

 
1,248

 
3,365

 
3,398

Intangible amortization
865

 
817

 
2,364

 
2,430

Collection and repossession
649

 
630

 
1,656

 
2,060

Other professional fees and services
969

 
962

 
2,755

 
3,000

FDIC insurance
35

 
217

 
1,164

 
1,590

Loss on sale or write-down of assets
152

 
181

 
1,398

 
875

Litigation and operational losses
308

 
435

 
1,264

 
811

Merger and acquisition related
3,738

 
24

 
3,772

 
1,634

Other operating
5,928

 
6,645

 
19,040

 
17,662

Total noninterest expense
54,897

 
49,530

 
156,856

 
145,532

Income Before Income Taxes
33,019

 
31,079

 
97,520

 
98,717

Income tax provision
6,375

 
5,930

 
19,007

 
18,217

Net Income
$
26,644

 
$
25,149

 
$
78,513

 
$
80,500

Average Shares Outstanding
98,267,229

 
100,226,647

 
98,363,539

 
98,998,497

Average Shares Outstanding Assuming Dilution
98,547,898

 
100,490,812

 
98,615,787

 
99,197,568

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.27

 
$
0.25

 
$
0.80

 
$
0.81

Diluted Earnings per Share
$
0.27

 
$
0.25

 
$
0.80

 
$
0.81

Cash Dividends Declared per Common Share
$
0.10

 
$
0.09

 
$
0.30

 
$
0.26


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

ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands)
Net Income
$
26,644

 
$
25,149

 
$
78,513

 
$
80,500

Other comprehensive income (loss), before tax (expense) benefit:
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities arising during the period
3,152

 
(5,382
)
 
22,055

 
(8,704
)
Less: reclassification adjustment for gains on securities included in net income
(9
)
 
—

 
(15
)
 
(8,102
)
Unrealized holding (losses) gains on derivatives arising during the period
(124
)
 
198

 
9

 
165

Less: reclassification adjustment for losses on derivatives included in net income
—

 
—

 
—

 
10

Total other comprehensive income (loss), before tax (expense) benefit
3,019

 
(5,184
)
 
22,049

 
(16,631
)
Income tax (expense) benefit related to items of other comprehensive income (loss)
(635
)
 
1,088

 
(4,631
)
 
3,491

Total other comprehensive income (loss)
2,384

 
(4,096
)
 
17,418

 
(13,140
)
Comprehensive Income
$
29,028

 
$
21,053

 
$
95,931

 
$
67,360



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

ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2018
98,518,668

 
$
113,915

 
$
492,273

 
$
511,409

 
$
(11,341
)
 
$
(130,867
)
 
$
975,389

Net income
 
 
 
 
 
 
78,513

 
 
 
 
 
78,513

Other comprehensive income
 
 
 
 
 
 
 
 
17,418

 
 
 
17,418

Cash dividends declared ($0.30 per share)
 
 
 
 
 
 
(29,562
)
 
 
 
 
 
(29,562
)
Treasury stock acquired
(482,608
)
 
 
 
 
 
 
 
 
 
(6,200
)
 
(6,200
)
Treasury stock reissued
205,021

 
 
 
1,014

 
—

 
 
 
1,729

 
2,743

Restricted stock
78,000

 
—

 
450

 
—

 
 
 
279

 
729

Balance at September 30, 2019
98,319,081

 
$
113,915

 
$
493,737

 
$
560,360

 
$
6,077

 
$
(135,059
)
 
$
1,039,030

 
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, 2017
97,456,478

 
$
113,915

 
$
470,123

 
$
437,416

 
$
(6,173
)
 
$
(127,154
)
 
$
888,127

Cumulative effect of adoption of ASU 2018-02
 
 
 
 
 
 
1,344

 
(1,344
)
 
 
 
—

January 1, 2018
97,456,478

 
113,915

 
470,123

 
438,760

 
(7,517
)
 
(127,154
)
 
888,127

Net income
 
 
 
 
 
 
80,500

 
 
 
 
 
80,500

Other comprehensive loss
 
 
 
 
 
 
 
 
(13,140
)
 
 
 
(13,140
)
Cash dividends declared ($0.26 per share)
 
 
 
 
 
 
(25,868
)
 
 
 
 
 
(25,868
)
Treasury stock acquired
(75,778
)
 
 
 
 
 
 
 
 
 
(1,136
)
 
(1,136
)
Treasury stock reissued
2,908,234

 
 
 
21,579

 
—

 
 
 
22,447

 
44,026

Restricted stock
72,500

 
—

 
560

 
—

 
 
 
(138
)
 
422

Balance at September 30, 2018
100,361,434

 
$
113,915

 
$
492,262

 
$
493,392

 
$
(20,657
)
 
$
(105,981
)
 
$
972,931



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

ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 June 30, 2019
98,499,937

 
$
113,915

 
$
493,737

 
$
543,566

 
$
3,693

 
$
(133,080
)
 
$
1,021,831

Net income
 
 
 
 
 
 
26,644

 
 
 
 
 
26,644

Other comprehensive income
 
 
 
 
 
 
 
 
2,384

 
 
 
2,384

Cash dividends declared ($0.10 per share)
 
 
 
 
 
 
(9,850
)
 
 
 
 
 
(9,850
)
Treasury stock acquired
(180,856
)
 
 
 
 
 
 
 
 
 
(2,240
)
 
(2,240
)
Treasury stock reissued
—

 
 
 
—

 
—

 
 
 
—

 
—

Restricted stock
—

 
—

 
—

 
—

 
 
 
261

 
261

Balance at September 30, 2019
98,319,081

 
$
113,915

 
$
493,737

 
$
560,360

 
$
6,077

 
$
(135,059
)
 
$
1,039,030


 
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 June 30, 2018
100,364,567

 
$
113,915

 
$
492,262

 
$
477,276

 
$
(16,561
)
 
$
(106,107
)
 
$
960,785

Net income
 
 
 
 
 
 
25,149

 
 
 
 
 
25,149

Other comprehensive loss
 
 
 
 
 
 
 
 
(4,096
)
 
 
 
(4,096
)
Cash dividends declared ($0.09 per share)
 
 
 
 
 
 
(9,033
)
 
 
 
 
 
(9,033
)
Treasury stock acquired
(3,133
)
 
 
 
—

 
 
 
 
 
(52
)
 
(52
)
Treasury stock reissued
—

 
 
 
—

 
—

 
 
 
—

 
—

Restricted stock
—

 
—

 
—

 
—

 
 
 
178

 
178

Balance at September 30, 2018
100,361,434

 
$
113,915

 
$
492,262

 
$
493,392

 
$
(20,657
)
 
$
(105,981
)
 
$
972,931




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

ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
For the Nine Months Ended
 
September 30,
 
2019
 
2018
Operating Activities
(dollars in thousands)
Net income
$
78,513

 
$
80,500

Adjustment to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
9,638

 
11,032

Deferred tax expense
2,613

 
2,969

Depreciation and amortization
7,777

 
5,620

Net gains on securities and other assets
(8,545
)
 
(15,816
)
Net amortization of premiums and discounts on securities
2,871

 
2,343

Income from increase in cash surrender value of bank owned life insurance
(4,405
)
 
(4,364
)
Increase in interest receivable
(110
)
 
(2,483
)
Mortgage loans originated for sale
(178,911
)
 
(129,552
)
Proceeds from sale of mortgage loans
173,961

 
139,685

Increase in interest payable
1,180

 
1,672

Decrease in income taxes payable
(556
)
 
(3,412
)
Distribution from unconsolidated subsidiary
—

 
9,000

Other
(7,193
)
 
(3,655
)
Net cash provided by operating activities
76,833

 
93,539

Investing Activities
 
 
 
Transactions with securities held to maturity:
 
 
 
Proceeds from maturities and redemptions
35,163

 
37,007

Purchases
(200
)
 
(5,506
)
Transactions with securities available for sale:
 
 
 
Proceeds from sales
—

 
15,939

Proceeds from maturities and redemptions
134,453

 
111,800

Purchases
(17,401
)
 
(292,249
)
Purchases of FHLB stock
(29,538
)
 
(38,947
)
Proceeds from the redemption of FHLB stock
50,103

 
43,754

Proceeds from bank owned life insurance
—

 
2,140

Proceeds from sale of loans
28,098

 
32,745

Proceeds from sale of other assets
5,390

 
2,486

Acquisition, net of cash acquired
332,465

 
705

Net increase in loans
(256,168
)
 
(109,060
)
Purchases of premises and equipment and other assets
(14,060
)
 
(6,862
)
Net cash provided by (used in) investing activities
268,305

 
(206,048
)
Financing Activities
 
 
 
Net (decrease) increase in federal funds purchased
(4,000
)
 
6,500

Net decrease in other short-term borrowings
(634,088
)
 
(126,160
)
Net increase in deposits
308,976

 
173,553

Repayments of other long-term debt
(473
)
 
(23,443
)
Repayments of capital lease obligation
(300
)
 
(279
)
Proceeds from issuance of other long-term debt
50,000

 
98,026

Dividends paid
(29,562
)
 
(25,868
)
Proceeds from reissuance of treasury stock
211

 
208

Purchase of treasury stock
(6,200
)
 
(1,136
)
Net cash (used in) provided by financing activities
(315,436
)
 
101,401

Net increase (decrease) in cash and cash equivalents
29,702

 
(11,108
)
Cash and cash equivalents at January 1
98,947

 
107,292

Cash and cash equivalents at September 30
$
128,649

 
$
96,184


The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED 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 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. Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
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.
The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year of 2019. These interim financial statements should be read in conjunction with First Commonwealth’s 2018 Annual Report on Form 10-K.
Adoption of New Accounting Standards
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. Additionally, the FASB issued ASU No. 2018-01, "Leases (Topic 842)" in January 2018, ASU No. 2018-11, "Leases - Targeted Improvements" in July 2018 and ASU 2018-20, "Leases - Narrow-Scope Improvements for Lessors" in December 2018. These ASU's provide certain improvements and optional practical expedients to Topic 842. First Commonwealth adopted this guidance on January 1, 2019. Under this new guidance, all entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures are 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. First Commonwealth has elected the transition option provided in ASU No. 2018-11, which provides for the modified retrospective approach to be applied on January 1, 2019. Upon adoption of this standard on January 1, 2019, we recognized right-of-use ("ROU") assets and related lease liabilities totaling $38.5 million and $41.8 million, respectively. Additionally, during the first quarter of 2019, we recognized an additional right-of-use asset and related lease liability totaling $10.0 million in connection with the relocation of leased space that includes a corporate loan production office and some administrative offices. We have elected to apply certain practical expedients provided under the standard including (i) to not apply the requirements in the new standard to short-term leases (ii) to not reassess the lease classification for any expired or existing lease (iii) to account for lease and non-lease components separately (iv) to not reassess initial direct costs for any existing leases. The initial impact of this standard primarily relates to operating leases of certain real estate properties. First Commonwealth has no material leasing arrangements for which it is the lessor of property or equipment.
Note 2 Acquisition
Santander Branch Acquisition
On September 6, 2019, the Company's banking subsidiary, First Commonwealth Bank, completed its acquisition of 14 full service branches from Santander Bank N.A. ("Santander") receiving $329.5 million in cash. This acquisition further expands the Company's market into State College, Lock Haven, Williamsport and Lewisburg, Pennsylvania and included the purchase of 101.2 million in loans and $471.4 million in deposits.

9
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The table below summarizes the net assets acquired (at fair value) and consideration transferred in connection with the Santander acquisition (dollars in thousands):
Consideration received
 
 
 
Cash received
$
329,530

 
 
Total consideration received

 
$
329,530

 
 
 
 
Fair Value of Assets Acquired
 
 
 
   Cash and cash equivalents
2,935

 
 
   Loans
100,025

 
 
   Premises and other equipment
3,637

 
 
   Core deposit intangible
5,277

 
 
   Other assets
736

 
 
     Total assets acquired
112,610

 
 
 
 
 
 
Fair Value of Liabilities Assumed
 
 
 
   Deposits
471,383

 
 
   Other Liabilities
187

 
 
      Total liabilities assumed
471,570

 
 
 
 
 
 
Total Fair Value of Identifiable Net Assets
 
 
(358,960
)
 
 
 
 
Goodwill
 
 
$
29,430


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. 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.” The fair value of acquired loans and certificate of deposits is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. The $100.0 million fair value of acquired loans is the result of $101.2 million in loans acquired from Santander and the recognition of a net combined yield and credit mark adjustment of $1.2 million. The $471.4 million fair value of acquired deposits is the result of $471.0 million in deposits acquired and the recognition of a yield mark adjustment of $0.4 million on the certificate of deposits. A $5.3 million core deposit intangible was recognized for core deposits acquired.
The fair value of the acquired loans, 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 as we are in the process of finalizing our valuations. The Company may obtain additional information to refine the valuation of the aforementioned items 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.”
The goodwill of $29.4 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with the branches acquired from Santander. The goodwill for this transaction is expected to be deducted over a 15 year period for income tax purposes.
Costs related to the acquisition totaled $3.7 million. These amounts were expensed as incurred and are recorded as a merger and acquisition related expense in the Consolidated Statements of Income.
Garfield Acquisition Corporation
On May 1, 2018, the Company completed its acquisition of Garfield Acquisition Corporation ("Garfield") and its banking subsidiary, Foundation Bank, for consideration of $17.4 million in cash and 2.7 million shares of the Company's common stock. Through the acquisition, the Company obtained five full-service banking offices which are operating under the First

10
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Commonwealth name. This acquisition expands the Company's presence into the Cincinnati, Ohio market and added $184.5 million in loans and $141.3 million in deposits to the Company's balance sheet.
The table below summarizes the final purchase price allocation and the net assets acquired (at fair value) and consideration transferred in connection with the Garfield acquisition (dollars in thousands):
Consideration Paid
 
 
 
   Cash paid to shareholders
$
17,400

 
 
   Shares issued to shareholders (2,745,098 shares)
41,561

 
 
Total consideration paid
 
 
$
58,961

 
 
 
 
Fair Value of Assets Acquired
 
 
 
   Cash and cash equivalents
18,105

 
 
   FHLB Stock
3,261

 
 
   Loans
184,506

 
 
   Premises and other equipment
409

 
 
   Intangible assets
1,248

 
 
   Other assets
1,747

 
 
     Total assets acquired
209,276

 
 
 
 
 
 
Fair Value of Liabilities Assumed
 
 
 
   Deposits
141,281

 
 
   FHLB borrowings
22,988

 
 
   Other liabilities
5,068

 
 
      Total liabilities assumed
169,337

 
 
 
 
 
 
Total Fair Value of Identifiable Net Assets
 
 
39,939

 
 
 
 
Goodwill
 
 
$
19,022


The goodwill of $19.0 million arising from the acquisition represents the value of synergies and economies of scale expected from combining the operations of the Company with Garfield Acquisition 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.” The $184.5 million fair value of acquired loans is the result of $183.7 million in net loans acquired from Garfield, the recognition of a net combined yield and credit mark adjustment of $4.3 million and the $5.1 million reversal of Garfield's allowance as well as prior fair value marks recorded by Garfield.
The fair value of the 2,745,098 common shares issued was determined based on the market price of the Company's common shares on the acquisition date.
Costs related to the acquisition totaled $1.6 million. These amounts were expensed as incurred and are recorded as a merger and acquisition related expense in the Consolidated Statements of Income.
As a result of the full integration of the operations of Garfield, it is not practicable to determine revenue or net income included in the Company's operating results relating to Garfield since the date of acquisition as Garfield’s results cannot be separately identified.

11
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 Consolidated Statements of Comprehensive Income. Reclassification adjustments related to securities available for sale are included in the "Net securities gains" line and reclassification adjustments related to losses on derivatives are included in the "Other operating" line in the Consolidated Statements of Income.
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
(dollars in thousands)
Unrealized gains (losses) on securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities arising during the period
$
22,055

 
$
(4,632
)
 
$
17,423

 
$
(8,704
)
 
$
1,828

 
$
(6,876
)
Reclassification adjustment for gains on securities included in net income
(15
)
 
3

 
(12
)
 
(8,102
)
 
1,701

 
(6,401
)
Total unrealized gains (losses) on securities
22,040

 
(4,629
)
 
17,411

 
(16,806
)
 
3,529

 
(13,277
)
Unrealized gains on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains on derivatives arising during the period
9

 
(2
)
 
7

 
165

 
(35
)
 
130

Reclassification adjustment for losses on derivatives included in net income
—

 
—

 
—

 
10

 
(3
)
 
7

Total unrealized gains on derivatives
9

 
(2
)
 
7

 
175

 
(38
)
 
137

Total other comprehensive income (loss)
$
22,049

 
$
(4,631
)
 
$
17,418

 
$
(16,631
)
 
$
3,491

 
$
(13,140
)
 
For the Three Months Ended September 30,
 
2019
 
2018
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
(dollars in thousands)
Unrealized gains (losses) on securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities arising during the period
$
3,152

 
$
(663
)
 
$
2,489

 
$
(5,382
)
 
$
1,130

 
$
(4,252
)
Reclassification adjustment for gains on securities included in net income
(9
)
 
2

 
(7
)
 
—

 
—

 
—

Total unrealized gains (losses) on securities
3,143

 
(661
)
 
2,482

 
(5,382
)
 
1,130

 
(4,252
)
Unrealized (losses) gains on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding (losses) gains on derivatives arising during the period
(124
)
 
26

 
(98
)
 
198

 
(42
)
 
156

Reclassification adjustment for losses on derivatives included in net income
—

 
—

 
—

 
—

 
—

 
—

Total unrealized (losses) gains on derivatives
(124
)
 
26

 
(98
)
 
198

 
(42
)
 
156

Total other comprehensive income (loss)
$
3,019

 
$
(635
)
 
$
2,384

 
$
(5,184
)
 
$
1,088

 
$
(4,096
)


12
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table details the change in components of OCI for the nine months ended September 30:
 
2019
 
2018
 
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
$
(11,697
)
$
461

$
(105
)
$
(11,341
)
 
$
(6,166
)
$
299

$
(306
)
$
(6,173
)
Cumulative effect of adoption of ASU 2018-02
—

—

—

—

 
(1,344
)
—

—

(1,344
)
Balance at January 1
(11,697
)
461

(105
)
(11,341
)
 
(7,510
)
299

(306
)
(7,517
)
Other comprehensive income (loss) before reclassification adjustment
17,423

—

7

17,430

 
(6,876
)
—

130

(6,746
)
Amounts reclassified from accumulated other comprehensive (loss) income
(12
)
—

—

(12
)
 
(6,401
)
—

7

(6,394
)
Net other comprehensive income (loss) during the period
17,411

—

7

17,418

 
(13,277
)
—

137

(13,140
)
Balance at September 30
$
5,714

$
461

$
(98
)
$
6,077

 
$
(20,787
)
$
299

$
(169
)
$
(20,657
)


The following table details the change in components of OCI for the three months ended September 30:
 
2019
 
2018
 
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 June 30
$
3,232

$
461

$
—

$
3,693

 
$
(16,535
)
$
299

$
(325
)
$
(16,561
)
Other comprehensive income (loss) before reclassification adjustment
2,489

—

(98
)
2,391

 
(4,252
)
—

156

(4,096
)
Amounts reclassified from accumulated other comprehensive (loss) income
(7
)
—

—

(7
)
 
—

—

—

—

Net other comprehensive income (loss) during the period
2,482

—

(98
)
2,384

 
(4,252
)
—

156

(4,096
)
Balance at September 30
$
5,714

$
461

$
(98
)
$
6,077

 
$
(20,787
)
$
299

$
(169
)
$
(20,657
)

Note 4 Supplemental Cash Flow Disclosures
The following table presents information related to cash paid during the period for interest and income taxes, as well as detail on non-cash investing and financing activities for the nine months ended September 30:
 
2019
 
2018
 
(dollars in thousands)
Cash paid during the period for:
 
 
 
Interest
$
42,195

 
$
25,780

Income taxes
16,994

 
18,750

Non-cash investing and financing activities:
 
 
 
Loans transferred to other real estate owned and repossessed assets
2,754

 
3,346

Loans transferred from held to maturity to held for sale
21,620

 
29,765

Gross increase (decrease) in market value adjustment to securities available for sale
22,041

 
(16,806
)
Gross increase in market value adjustment to derivatives
9

 
175

Noncash treasury stock reissuance
2,531

 
2,257

Net (liabilities) assets acquired through acquisition
(361,895
)
 
21,834

Proceeds from death benefit on bank-owned life insurance not received
486

 
—



13
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED 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 September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Weighted average common shares issued
113,914,902

 
113,914,902

 
113,914,902

 
113,914,902

Average treasury stock shares
(15,496,941
)
 
(13,550,710
)
 
(15,396,215
)
 
(14,783,078
)
Average deferred compensation shares
(37,411
)
 
(37,411
)
 
(37,411
)
 
(37,411
)
Average unearned nonvested shares
(113,321
)
 
(100,134
)
 
(117,737
)
 
(95,916
)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
98,267,229

 
100,226,647

 
98,363,539

 
98,998,497

Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share
243,258

 
226,754

 
214,837

 
161,660

Additional common stock equivalents (deferred compensation) used to calculate diluted earnings per share
37,411

 
37,411

 
37,411

 
37,411

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
98,547,898

 
100,490,812

 
98,615,787

 
99,197,568

Basic Earnings per Share
$
0.27

 
$
0.25

 
$
0.80

 
$
0.81

Diluted Earnings per Share
$
0.27

 
$
0.25

 
$
0.80

 
$
0.81


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 nine months ended September 30 because to do so would have been antidilutive.
 
2019
 
2018
 
 
 
Price Range
 
 
 
Price Range
 
Shares
 
From
 
To
 
Shares
 
From
 
To
Restricted Stock
95,054

 
$
12.99

 
$
15.44

 
66,332

 
$
8.84

 
$
14.49

Restricted Stock Units
24,782

 
$
16.62

 
$
16.62

 
—

 
$
—

 
$
—



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:
 
September 30, 2019
 
December 31, 2018
 
(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
 
 
 
Commitments to extend credit
$
1,990,464

 
$
1,883,914

Financial standby letters of credit
18,289

 
18,298

Performance standby letters of credit
25,249

 
22,027

Commercial letters of credit
783

 
887


 
The notional amounts outstanding as of September 30, 2019 include amounts issued in 2019 of $6.9 million in performance standby letters of credit and $0.8 million in financial standby letters of credit. There were no commercial letters of credit issued

14
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


in 2019. A liability of $0.2 million has been recorded as of both September 30, 2019 and December 31, 2018, which represents the estimated fair value of letters of credit issued. The fair value of letters of credit is estimated based on the unrecognized portion of fees received at the time the commitment was issued.
Unused commitments and letters of credit provide exposure to future credit loss in the event of nonperformance by the borrower or guaranteed parties. Management’s evaluation of the credit risk related to these commitments resulted in the recording of a liability of $4.8 million and $5.0 million as of September 30, 2019 and December 31, 2018, respectively. This liability is reflected in "Other liabilities" in the 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 September 30, 2019, 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 $1 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.
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:
 
September 30, 2019
 
December 31, 2018
 
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
$
8,112

 
$
655

 
$
—

 
$
8,767

 
$
9,011

 
$
479

 
$
(84
)
 
$
9,406

Mortgage-Backed Securities – Commercial
168,006

 
3,585

 
—

 
171,591

 
169,633

 
214

 
(2,103
)
 
167,744

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 

 
 
 
 
 
 
 

Mortgage-Backed Securities – Residential
583,158

 
4,260

 
(2,594
)
 
584,824

 
686,906

 
1,846

 
(15,391
)
 
673,361

Other Government-Sponsored Enterprises
1,000

 
—

 
(2
)
 
998

 
10,000

 
12

 
—

 
10,012

Obligations of States and Political Subdivisions
21,959

 
209

 
—

 
22,168

 
27,592

 
126

 
(6
)
 
27,712

Corporate Securities
22,914

 
1,121

 
—

 
24,035

 
20,912

 
321

 
(221
)
 
21,012

Total Securities Available for Sale
$
805,149

 
$
9,830

 
$
(2,596
)
 
$
812,383

 
$
924,054

 
$
2,998

 
$
(17,805
)
 
$
909,247




15
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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.
The amortized cost and estimated fair value of debt securities available for sale at September 30, 2019, by contractual maturity, are shown below.
 
Amortized
Cost
 
Estimated
Fair Value
 
(dollars in thousands)
Due within 1 year
$
1,527

 
$
1,531

Due after 1 but within 5 years
36,106

 
36,779

Due after 5 but within 10 years
8,240

 
8,891

Due after 10 years
—

 
—

 
45,873

 
47,201

Mortgage-Backed Securities (a)
759,276

 
765,182

Total Debt Securities
$
805,149

 
$
812,383

 
(a)
Mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. Mortgage-Backed Securities include an amortized cost of $176.1 million and a fair value of $180.4 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $583.2 million and a fair value of $584.8 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 nine months ended September 30:
 
2019
 
2018
 
(dollars in thousands)
Proceeds from sales
$
—

 
$
15,939

Gross gains (losses) realized:
 
 
 
Sales transactions:
 
 
 
Gross gains
$
—

 
$
4,719

Gross losses
—

 
—

 
—

 
4,719

Maturities
 
 
 
Gross gains
15

 
3,383

Gross losses
—

 
—

 
15

 
3,383

Net gains and impairment
$
15

 
$
8,102


Gross gains from maturities recognized in 2019 were the result of calls on five municipal securities. Gross gains from sales transactions of $4.7 million recognized in 2018 were the result of the sale of the remaining pool trust preferred security portfolio. Gross gains from maturities of $3.4 million recognized in 2018 were the result of successful auction calls on PreSTL XIV and PreSTL IX, two of our pooled trust preferred securities.
Securities available for sale with an estimated fair value of $629.4 million and $636.3 million were pledged as of September 30, 2019 and December 31, 2018, 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 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:
 
September 30, 2019
 
December 31, 2018
 
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
$
3,549

 
$
57

 
$
—

 
$
3,606

 
$
3,635

 
$
—

 
$
(97
)
 
$
3,538

Mortgage-Backed Securities- Commercial
54,244

 
173

 
(106
)
 
54,311

 
55,221

 
—

 
(2,327
)
 
52,894

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
245,238

 
1,762

 
(297
)
 
246,703

 
279,109

 
212

 
(7,254
)
 
272,067

Mortgage-Backed Securities – Commercial
12,361

 
123

 
—

 
12,484

 
13,159

 
—

 
(258
)
 
12,901

Obligations of States and Political Subdivisions
41,898

 
626

 
—

 
42,524

 
42,331

 
175

 
(313
)
 
42,193

Debt Securities Issued by Foreign Governments
600

 
—

 
(4
)
 
596

 
400

 
—

 
—

 
400

Total Securities Held to Maturity
$
357,890

 
$
2,741

 
$
(407
)
 
$
360,224

 
$
393,855

 
$
387

 
$
(10,249
)
 
$
383,993


The amortized cost and estimated fair value of debt securities held to maturity at September 30, 2019, 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
$
512

 
$
512

Due after 1 but within 5 years
8,084

 
8,144

Due after 5 but within 10 years
33,902

 
34,464

Due after 10 years
—

 
—

 
42,498

 
43,120

Mortgage-Backed Securities (a)
315,392

 
317,104

Total Debt Securities
$
357,890

 
$
360,224

(a)
Mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. Mortgage-Backed Securities include an amortized cost of $57.8 million and a fair value of $57.9 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $257.6 million and a fair value of $259.2 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 $324.9 million and $250.3 million were pledged as of September 30, 2019 and December 31, 2018, respectively, to secure public deposits and for other purposes required or permitted by law.

17
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED 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 nine months ended September 30, 2019 and 2018, 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 weakness in the U.S. economy or changes in real estate values.
The following table presents the gross unrealized losses and estimated fair values at September 30, 2019 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 – Commercial
$
—

 
$
—

 
$
18,120

 
$
(106
)
 
$
18,120

 
$
(106
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
115,615

 
(342
)
 
239,861

 
(2,549
)
 
355,476

 
(2,891
)
Other Government-Sponsored Enterprises
998

 
(2
)
 
—

 
—

 
998

 
(2
)
Debt Securities Issued by Foreign Governments
596

 
(4
)
 
—

 
—

 
596

 
(4
)
Total Securities
$
117,209

 
$
(348
)
 
$
257,981

 
$
(2,655
)
 
$
375,190

 
$
(3,003
)

    
At September 30, 2019, fixed income securities issued by U.S. Government-sponsored enterprises and U.S. Government agencies comprised 96% and 4%, respectively, of total unrealized losses due to changes in market interest rates. At September 30, 2019, there are 40 debt securities in an unrealized loss position.

18
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents the gross unrealized losses and estimated fair values at December 31, 2018 by investment category and time frame for which securities have been in a continuous unrealized loss position:
 
Less Than 12 Months
 
12 Months or More
 
Total
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
$
2,289

 
$
(41
)
 
$
5,028

 
$
(140
)
 
$
7,317

 
$
(181
)
Mortgage-Backed Securities - Commercial
95,826

 
(925
)
 
75,959

 
(3,505
)
 
171,785

 
(4,430
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
156,732

 
(1,856
)
 
626,003

 
(20,789
)
 
782,735

 
(22,645
)
Mortgage-Backed Securities – Commercial
—

 
—

 
12,901

 
(258
)
 
12,901

 
(258
)
Obligation of States and Political Subdivisions
8,591

 
(85
)
 
9,338

 
(234
)
 
17,929

 
(319
)
Corporate Securities
14,769

 
(214
)
 
3,993

 
(7
)
 
18,762

 
(221
)
Total Securities
$
278,207

 
$
(3,121
)
 
$
733,222

 
$
(24,933
)
 
$
1,011,429

 
$
(28,054
)

As of September 30, 2019, our corporate securities had an amortized cost and an estimated fair value of $22.9 million and $24.0 million, respectively. As of December 31, 2018, our corporate securities had an amortized cost and estimated fair value of $20.9 million and $21.0 million, respectively. Corporate securities are comprised of debt issued by large regional banks. There were no corporate securities in an unrealized loss position as of September 30, 2019 and 4 corporate securities in an unrealized loss position as of December 31, 2018. 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.
During 2018, all of our pooled trust preferred collateralized debt obligations were liquidated either through a successful auction call or sale. Other-than-temporary impairment charges were recognized on the pooled trust preferred securities in 2008, 2009 and 2010. The following table provides a cumulative roll forward of credit losses recognized in earnings for the trust preferred securities:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands)
Balance, beginning (a)
$
—

 
$
—

 
$
—

 
$
12,208

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)
—

 
—

 
—

 
(223
)
Reduction for debt securities sold during the period
—

 
—

 
—

 
(9,164
)
Reduction for debt securities called during the period
—

 
—

 
—

 
(2,821
)
Balance, ending
$
—

 
$
—

 
$
—

 
$
—

 
(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.
Other Investments
As a member of the Federal Home Loan Bank ("FHLB"), First Commonwealth is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. The level of stock required to be held is dependent on the amount of First Commonwealth's mortgage-related assets and outstanding borrowings with the FHLB. This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants. As of September 30, 2019 and

19
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2018, our FHLB stock totaled $9.9 million and $30.5 million, respectively, and is included in “Other investments” on the 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 nine months ended September 30, 2019.
As of both September 30, 2019 and December 31, 2018, "Other investments" also includes $1.7 million in equity securities. These securities do not have a readily determinable fair value and are carried at cost. During the nine-months ended September 30, 2019 and 2018, there were no gains or losses recognized through earnings on equity securities. On a quarterly basis, management evaluates equity securities 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.
Note 9 Loans and Allowance for Credit Losses
The following table provides outstanding balances related to each of our loan types:
 
 
September 30, 2019
 
December 31, 2018
 
Originated
 
Acquired
 
Total
 
Originated
 
Acquired
 
Total
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,173,070

 
$
37,866

 
$
1,210,936

 
$
1,100,947

 
$
37,526

 
$
1,138,473

Real estate construction
413,562

 
6,719

 
420,281

 
353,008

 
5,970

 
358,978

Residential real estate
1,380,486

 
285,734

 
1,666,220

 
1,313,645

 
248,760

 
1,562,405

Commercial real estate
1,947,533

 
176,707

 
2,124,240

 
1,922,349

 
201,195

 
2,123,544

Loans to individuals
662,838

 
15,046

 
677,884

 
585,347

 
5,392

 
590,739

Total loans
$
5,577,489

 
$
522,072

 
$
6,099,561

 
$
5,275,296

 
$
498,843

 
$
5,774,139


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

20
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


to loan performance. Loans that migrate towards higher risk rating levels generally have an increased risk of default, whereas loans that migrate toward lower risk ratings generally will result in a lower risk factor being applied to those related loan balances.
The following tables represent our credit risk profile by creditworthiness:
 
September 30, 2019
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
1,115,341

 
$
413,535

 
$
1,371,231

 
$
1,902,969

 
$
662,535

 
$
5,465,611

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
49,258

 
27

 
487

 
22,709

 
—

 
72,481

Substandard
8,471

 
—

 
8,768

 
21,855

 
303

 
39,397

Doubtful
—

 
—

 
—

 
—

 
—

 
—

Total Non-Pass
57,729

 
27

 
9,255

 
44,564

 
303

 
111,878

Total
$
1,173,070

 
$
413,562

 
$
1,380,486

 
$
1,947,533

 
$
662,838

 
$
5,577,489

 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
30,986

 
$
6,134

 
$
283,171

 
$
169,935

 
$
15,033

 
$
505,259

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
2,143

 
585

 
637

 
2,126

 
—

 
5,491

Substandard
4,737

 
—

 
1,926

 
4,646

 
13

 
11,322

Doubtful
—

 
—

 
—

 
—

 
—

 
—

Total Non-Pass
6,880

 
585

 
2,563

 
6,772

 
13

 
16,813

Total
$
37,866

 
$
6,719

 
$
285,734

 
$
176,707

 
$
15,046

 
$
522,072

 

21
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
December 31, 2018
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
1,055,394

 
$
337,367

 
$
1,302,912

 
$
1,880,139

 
$
585,141

 
$
5,160,953

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
33,723

 
15,641

 
1,026

 
28,904

 
—

 
79,294

Substandard
11,830

 
—

 
9,707

 
13,306

 
206

 
35,049

Doubtful
—

 
—

 
—

 
—

 
—

 
—

Total Non-Pass
45,553

 
15,641

 
10,733

 
42,210

 
206

 
114,343

Total
$
1,100,947

 
$
353,008

 
$
1,313,645

 
$
1,922,349

 
$
585,347

 
$
5,275,296

 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
Pass
$
31,399

 
$
5,337

 
$
245,637

 
$
198,201

 
$
5,377

 
$
485,951

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
5,890

 
633

 
736

 
441

 
—

 
7,700

Substandard
237

 
—

 
2,387

 
2,553

 
15

 
5,192

Doubtful
—

 
—

 
—

 
—

 
—

 
—

Total Non-Pass
6,127

 
633

 
3,123

 
2,994

 
15

 
12,892

Total
$
37,526

 
$
5,970

 
$
248,760

 
$
201,195

 
$
5,392

 
$
498,843


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 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 September 30, 2019. 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.

22
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 September 30, 2019 and December 31, 2018. 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.
 
September 30, 2019
 
30 - 59
days
past due
 
60 - 89
days
past
due
 
90 days
or
greater
and still
accruing
 
Nonaccrual
 
Total past
due and
nonaccrual
 
Current
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
165

 
$
345

 
$
26

 
$
4,808

 
$
5,344

 
$
1,167,726

 
$
1,173,070

Real estate construction
—

 
—

 
—

 
—

 
—

 
413,562

 
413,562

Residential real estate
4,756

 
1,438

 
935

 
6,465

 
13,594

 
1,366,892

 
1,380,486

Commercial real estate
671

 
406

 
103

 
7,590

 
8,770

 
1,938,763

 
1,947,533

Loans to individuals
3,090

 
775

 
845

 
302

 
5,012

 
657,826

 
662,838

Total
$
8,682

 
$
2,964

 
$
1,909

 
$
19,165

 
$
32,720

 
$
5,544,769

 
$
5,577,489

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
10

 
$
—

 
$
4

 
$
4,693

 
$
4,707

 
$
33,159

 
$
37,866

Real estate construction
—

 
—

 
—

 
—

 
—

 
6,719

 
6,719

Residential real estate
394

 
101

 
119

 
1,818

 
2,432

 
283,302

 
285,734

Commercial real estate
—

 
—

 
—

 
1,612

 
1,612

 
175,095

 
176,707

Loans to individuals
220

 
16

 
22

 
13

 
271

 
14,775

 
15,046

Total
$
624

 
$
117

 
$
145

 
$
8,136

 
$
9,022

 
$
513,050

 
$
522,072

 

23
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
December 31, 2018
 
30 - 59
days
past due
 
60 - 89
days
past
due
 
90 days
or
greater
and still
accruing
 
Nonaccrual
 
Total past
due and
nonaccrual
 
Current
 
Total
 
(dollars in thousands)
Originated loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
130

 
$
247

 
$
92

 
$
10,223

 
$
10,692

 
$
1,090,255

 
$
1,100,947

Real estate construction
212

 
—

 
—

 
—

 
212

 
352,796

 
353,008

Residential real estate
3,697

 
710

 
790

 
6,238

 
11,435

 
1,302,210

 
1,313,645

Commercial real estate
492

 
69

 
—

 
3,437

 
3,998

 
1,918,351

 
1,922,349

Loans to individuals
2,362

 
532

 
662

 
207

 
3,763

 
581,584

 
585,347

Total
$
6,893

 
$
1,558

 
$
1,544

 
$
20,105

 
$
30,100

 
$
5,245,196

 
$
5,275,296

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
$
1

 
$
—

 
$
—

 
$
204

 
$
205

 
$
37,321

 
$
37,526

Real estate construction
—

 
—

 
—

 
—

 
—

 
5,970

 
5,970

Residential real estate
226

 
24

 
27

 
1,904

 
2,181

 
246,579

 
248,760

Commercial real estate
—

 
—

 
—

 
1,042

 
1,042

 
200,153

 
201,195

Loans to individuals
46

 
12

 
11

 
15

 
84

 
5,308

 
5,392

Total
$
273

 
$
36

 
$
38

 
$
3,165

 
$
3,512

 
$
495,331

 
$
498,843


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.

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.
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

24
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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.
At September 30, 2019 and December 31, 2018, there were no impaired loans held for sale. During the nine months ended, September 30, 2019, gains of $0.4 million were recognized on the sale of an impaired commercial real estate loan. There were gains of $1.2 million recognized on the sale of an impaired commercial, financial, agricultural and other relationship during the nine months ended September 30, 2018.
The following tables include the recorded investment and unpaid principal balance for impaired loans with the associated allowance amount, if applicable, as of September 30, 2019 and December 31, 2018. 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.
 
September 30, 2019
 
December 31, 2018
 
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
$
1,638

 
$
7,014

 


 
$
8,735

 
$
16,442

 


Real estate construction
—

 
—

 


 
—

 
—

 


Residential real estate
9,760

 
11,516

 


 
10,726

 
12,571

 


Commercial real estate
3,274

 
3,502

 


 
3,599

 
3,812

 


Loans to individuals
392

 
593

 


 
281

 
408

 


Subtotal
15,064

 
22,625

 


 
23,341

 
33,233

 


With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
4,644

 
6,386

 
$
1,054

 
3,042

 
3,181

 
$
797

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
920

 
976

 
4

 
486

 
495

 
107

Commercial real estate
6,408

 
6,543

 
469

 
1,866

 
1,878

 
596

Loans to individuals
—

 
—

 
—

 
—

 
—

 
—

Subtotal
11,972

 
13,905

 
1,527

 
5,394

 
5,554

 
1,500

Total
$
27,036

 
$
36,530

 
$
1,527

 
$
28,735

 
$
38,787

 
$
1,500



25
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
 
September 30, 2019
 
December 31, 2018
 
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
$
4,693

 
$
4,717

 
 
 
$
73

 
$
73

 
 
Real estate construction
—

 
—

 
 
 
—

 
—

 
 
Residential real estate
1,971

 
2,413

 
 
 
2,031

 
2,604

 
 
Commercial real estate
1,459

 
2,843

 
 
 
1,042

 
2,052

 
 
Loans to individuals
13

 
15

 
 
 
15

 
17

 
 
Subtotal
8,136

 
9,988

 
 
 
3,161

 
4,746

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

 
—

 
$
—

 
131

 
131

 
$
131

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
—

 
—

 
—

 
—

 
—

 
—

Commercial real estate
153

 
165

 
19

 
—

 
—

 
—

Loans to individuals
—

 
—

 
—

 
—

 
—

 
—

Subtotal
153

 
165

 
19

 
131

 
131

 
131

Total
$
8,289

 
$
10,153

 
$
19

 
$
3,292

 
$
4,877

 
$
131


 
For the Nine Months Ended September 30,
 
2019
 
2018
 
Originated Loans
 
Acquired Loans
 
Originated Loans
 
Acquired Loans
 
Average
recorded
investment
 
Interest
income
recognized
 
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
$
2,129

 
$
10

 
$
2,255

 
$
—

 
$
17,838

 
$
576

 
$
261

 
$
10

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
10,751

 
280

 
1,966

 
6

 
10,639

 
191

 
1,779

 
3

Commercial real estate
3,854

 
129

 
636

 
18

 
7,632

 
146

 
1,558

 
—

Loans to individuals
356

 
11

 
14

 
—

 
322

 
6

 
16

 
—

Subtotal
17,090

 
430

 
4,871

 
24

 
36,431

 
919

 
3,614

 
13

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
4,064

 
36

 
—

 
—

 
5,979

 
16

 
—

 
—

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
347

 
6

 
—

 
—

 
532

 
11

 
—

 


Commercial real estate
5,357

 
2

 
160

 
—

 
1,787

 
3

 
—

 
—

Loans to individuals
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Subtotal
9,768

 
44

 
160

 
—

 
8,298

 
30

 
—

 
—

Total
$
26,858

 
$
474

 
$
5,031

 
$
24

 
$
44,729

 
$
949

 
$
3,614

 
$
13


26
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Three Months Ended September 30,
 
2019
 
2018
 
Originated Loans
 
Acquired Loans
 
Originated Loans
 
Acquired Loans
 
Average
recorded
investment
 
Interest
Income
Recognized
 
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
$
1,902

 
$
3

 
$
4,697

 
$
—

 
$
5,697

 
$
8

 
$
73

 
$
10

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
10,254

 
86

 
1,950

 
1

 
10,627

 
59

 
2,541

 
2

Commercial real estate
3,582

 
28

 
666

 
—

 
6,810

 
59

 
1,955

 
—

Loans to individuals
389

 
4

 
13

 
—

 
320

 
2

 
16

 
—

Subtotal
16,127

 
121

 
7,326

 
1

 
23,454

 
128

 
4,585

 
12

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
4,677

 
8

 
—

 
—

 
10,298

 
4

 
—

 
—

Real estate construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential real estate
740

 
1

 
—

 
—

 
565

 
2

 
—

 
—

Commercial real estate
6,443

 
1

 
155

 
—

 
4,342

 
1

 
—

 
—

Loans to individuals
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Subtotal
11,860

 
10

 
155

 
—

 
15,205

 
7

 
—

 
—

Total
$
27,987

 
$
131

 
$
7,481

 
$
1

 
$
38,659

 
$
135

 
$
4,585

 
$
12

Unfunded commitments related to nonperforming loans were $0.2 million at September 30, 2019 and $1.6 million at December 31, 2018. After consideration of the requirements to draw and available collateral related to these commitments, a reserve of $12 thousand was established for these off balance sheet exposures at both September 30, 2019 and December 31, 2018.
The following table provides detail as to the total troubled debt restructured loans and total commitments outstanding on troubled debt restructured loans:
 
September 30, 2019
 
December 31, 2018
 
(dollars in thousands)
Troubled debt restructured loans
 
 
 
Accrual status
$
8,024

 
$
8,757

Nonaccrual status
11,074

 
11,761

Total
$
19,098

 
$
20,518

Commitments
 
 
 
Letters of credit
$
60

 
$
60

Unused lines of credit
131

 
1,027

Total
$
191

 
$
1,087



27
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED 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 Nine Months Ended September 30, 2019
 
 
 
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
2

 
$
—

 
$
—

 
$
156

 
$
156

 
$
157

 
$
—

Residential real estate
14

 
17

 
149

 
842

 
1,008

 
933

 
1

Commercial real estate
3

 
—

 
—

 
6,119

 
6,119

 
5,740

 
397

Loans to individuals
7

 
—

 
—

 
98

 
98

 
87

 
—

Total
26

 
$
17

 
$
149

 
$
7,215

 
$
7,381

 
$
6,917

 
$
398


 
For the Nine Months Ended September 30, 2018
 
 
 
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

 
$
74

 
$
—

 
$
8,250

 
$
8,324

 
$
7,393

 
$
2,811

Residential real estate
24

 
85

 
145

 
959

 
1,189

 
1,108

 
—

Commercial real estate
2

 
—

 
—

 
966

 
966

 
943

 
—

Loans to individuals
13

 
—

 
77

 
44

 
121

 
103

 
—

Total
42

 
$
159

 
$
222

 
$
10,219

 
$
10,600

 
$
9,547

 
$
2,811


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 both the nine months ended September 30, 2019 and 2018, $0.1 million and $0.2 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 2019 and 2018 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 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 Three Months Ended September 30, 2019
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
1

 
$
—

 
$
—

 
$
95

 
$
95

 
$
96

 
$
—

Residential real estate
3

 
—

 
32

 
53

 
85

 
85

 
—

Loans to individuals
2

 
—

 
—

 
37

 
37

 
34

 
—

Total
6

 
$
—

 
$
32

 
$
185

 
$
217

 
$
215

 
$
—


 
For the Three Months Ended, September 30, 2018
 
 
 
Type of Modification
 
 
 
 
 
 
 
Number
of
Contracts
 
Extend
Maturity
 
Modify
Rate
 
Modify
Payments
 
Total
Pre-Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Specific
Reserve
 
(dollars in thousands)
Commercial, financial, agricultural and other
1

 
$
74

 
$
—

 
$
—

 
$
74

 
$
74

 
$
—

Residential real estate
7

 
65

 
70

 
230

 
365

 
338

 
—

Loans to individuals
6

 
—

 
26

 
17

 
43

 
40

 
—

Total
14

 
$
139

 
$
96

 
$
247

 
$
482

 
$
452

 
$
—

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 September 30, 2019 and 2018, $32 thousand and $96 thousand, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of re-amortization. For both 2019 and 2018 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.
A troubled debt restructuring is considered to be in default when a restructured loan is 90 days or more past due. The following table provides information related to loans that were restructured within the past twelve months and that were considered to be in default during the nine months ended September 30:
 
2019
 
2018
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Commercial, financial, agricultural and other
—

 
$
—

 
1

 
$
272

Residential real estate
3

 
70

 
1

 
49

Loans to individuals
—

 
—

 
1

 
8

Total
3

 
$
70

 
3

 
$
329


29
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table provides information related to loans that were restructured within the past twelve months and that were considered to be in default during the three months ended September 30:
 
2019
 
2018
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate
2

 
$
49

 
1

 
$
49

Loans to individuals
—

 
$
—

 
1

 
$
8

Total
2

 
$
49

 
2

 
$
57



The following tables provide detail related to the allowance for credit losses:
 
For the Nine Months Ended September 30, 2019
 
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
$
19,235

 
$
2,002

 
$
3,934

 
$
18,382

 
$
4,033

 
$
47,586

Charge-offs
(1,584
)
 
—

 
(617
)
 
(305
)
 
(4,049
)
 
(6,555
)
Recoveries
180

 
158

 
190

 
160

 
419

 
1,107

Provision (credit)
2,109

 
250

 
409

 
790

 
4,310

 
7,868

Ending balance
19,940

 
2,410

 
3,916

 
19,027

 
4,713

 
50,006

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
139

 
—

 
35

 
4

 
—

 
178

Charge-offs
(601
)
 
—

 
(46
)
 
(1,376
)
 
(9
)
 
(2,032
)
Recoveries
53

 
—

 
46

 
—

 
14

 
113

Provision (credit)
416

 
—

 
(34
)
 
1,393

 
(5
)
 
1,770

Ending balance
7

 
—

 
1

 
21

 
—

 
29

Total ending balance
$
19,947

 
$
2,410

 
$
3,917

 
$
19,048

 
$
4,713

 
$
50,035

Ending balance: individually evaluated for impairment
$
1,054

 
$
—

 
$
4

 
$
488

 
$
—

 
$
1,546

Ending balance: collectively evaluated for impairment
18,893

 
2,410

 
3,913

 
18,560

 
4,713

 
48,489

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,210,936

 
420,281

 
1,666,220

 
2,124,240

 
677,884

 
6,099,561

Ending balance: individually evaluated for impairment
10,417

 
—

 
4,102

 
10,825

 
—

 
25,344

Ending balance: collectively evaluated for impairment
1,200,519

 
420,281

 
1,662,118

 
2,113,415

 
677,884

 
6,074,217


30
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Nine Months Ended September 30, 2018
 
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
$
23,418

 
$
1,349

 
$
2,753

 
$
17,328

 
$
3,404

 
$
48,252

Charge-offs
(3,443
)
 
—

 
(949
)
 
(2,411
)
 
(3,321
)
 
(10,124
)
Recoveries
671

 
93

 
222

 
123

 
460

 
1,569

Provision (credit)
1,343

 
150

 
1,584

 
4,623

 
3,274

 
10,974

Ending balance
21,989

 
1,592

 
3,610

 
19,663

 
3,817

 
50,671

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
11

 
—

 
6

 
29

 
—

 
46

Charge-offs
(93
)
 
—

 
(57
)
 
—

 
(15
)
 
(165
)
Recoveries
31


6

 
75

 
—

 
24

 
136

Provision (credit)
71

 
(6
)
 
23

 
(21
)
 
(9
)
 
58

Ending balance
20

 
—

 
47

 
8

 
—

 
75

Total ending balance
$
22,009

 
$
1,592

 
$
3,657

 
$
19,671

 
$
3,817

 
$
50,746

Ending balance: individually evaluated for impairment
$
3,474

 
$
—

 
$
167

 
$
1,722

 
$
—

 
$
5,363

Ending balance: collectively evaluated for impairment
18,535

 
1,592

 
3,490

 
17,949

 
3,817

 
45,383

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,116,204

 
298,395

 
1,533,338

 
2,136,431

 
578,414

 
5,662,782

Ending balance: individually evaluated for impairment
12,864

 
—

 
4,522

 
12,012

 
—

 
29,398

Ending balance: collectively evaluated for impairment
1,103,340

 
298,395

 
1,528,816

 
2,124,419

 
578,414

 
5,633,384



 
For the Three Months Ended September 30, 2019
 
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
$
20,678

 
$
2,491

 
$
4,133

 
$
19,287

 
$
4,407

 
$
50,996

Charge-offs
(742
)
 
—

 
(383
)
 
(6
)
 
(1,571
)
 
(2,702
)
Recoveries
41

 
74

 
6

 
81

 
162

 
364

Provision (credit)
(37
)
 
(155
)
 
160

 
(335
)
 
1,715

 
1,348

Ending balance
19,940

 
2,410

 
3,916

 
19,027

 
4,713

 
50,006

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
15

 
—

 
25

 
25

 
—

 
65

Charge-offs
(49
)
 
—

 
—

 
(1,376
)
 
(3
)
 
(1,428
)
Recoveries
21

 
—

 
11

 
—

 
—

 
32

Provision (credit)
20

 
—

 
(35
)
 
1,372

 
3

 
1,360

Ending balance
7

 
—

 
1

 
21

 
—

 
29

Total ending balance
$
19,947

 
$
2,410

 
$
3,917

 
$
19,048

 
$
4,713

 
$
50,035


31
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



 
For the Three Months Ended, September 30, 2018
 
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
$
25,082

 
$
1,262

 
$
3,556

 
$
17,731

 
$
3,527

 
$
51,158

Charge-offs
(2,582
)
 
—

 
(268
)
 
—

 
(1,076
)
 
(3,926
)
Recoveries
53

 
92

 
26

 
36

 
153

 
360

Provision (credit)
(564
)
 
238

 
296

 
1,896

 
1,213

 
3,079

Ending balance
21,989

 
1,592

 
3,610

 
19,663

 
3,817

 
50,671

Acquired loans:
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
23

 
—

 
127

 
6

 
—

 
156

Charge-offs
—

 
—

 
(9
)
 
—

 
(4
)
 
(13
)
Recoveries
13

 
—

 
25

 
—

 
12

 
50

Provision (credit)
(16
)
 
—

 
(96
)
 
2

 
(8
)
 
(118
)
Ending balance
20

 
—

 
47

 
8

 
—

 
75

Total ending balance
$
22,009

 
$
1,592

 
$
3,657

 
$
19,671

 
$
3,817

 
$
50,746


Note 10 Leases
On January 1, 2019, the Company adopted ASU 2016-02 “Leases” (Topic 842) and all subsequent ASUs that modified Topic 842 using the transition option provided in ASU 2018-11, which provides for the modified retrospective approach. Under this approach comparative periods were not restated and no cumulative effect adjustment to the opening balance of retained earnings was required.
First Commonwealth has elected to apply certain practical expedients provided under the standard including (i) to not apply the requirements in the new standard to short-term leases (ii) to not reassess the lease classification for any expired or existing lease (iii) to account for lease and non-lease components separately (iv) to not reassess initial direct costs for any existing leases. The impact of this standard primarily relates to operating leases of certain real estate properties, primarily certain branch and ATM locations and office space. First Commonwealth has no material leasing arrangements for which it is the lessor of property or equipment.
Adoption of this standard resulted in the Company recognizing an ROU asset of $38.5 million and a lease liability of $41.8 million on January 1, 2019.

32
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table represents the Consolidated Statements of Condition classification of the Company’s ROU assets and lease liabilities, lease costs and other lease information as of and for the nine months ended September 30, 2019 (dollars in thousands).
Balance sheet:
 
 
    Operating lease asset classified as premises and equipment
 
$
49,548

    Operating lease liability classified as other liabilities
 
53,737

Income statement:
 
 
    Operating lease cost classified as occupancy and equipment expense for the nine months ended September 30, 2019
 
$
3,959

    Operating lease cost classified as occupancy and equipment expense for the three months ended September 30, 2019
 
1,275

Weighted average lease term, in years
 
15.44

Weighted average discount rate
 
3.42
%
Operating cash flows
 
$
3,351


The ROU assets and lease liabilities are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. First Commonwealth's lease agreements often include one or more options to renew at the Company's discretion. If we consider the renewal option to be reasonably certain, we include the extended term in the calculation of the ROU asset and lease liability.
First Commonwealth uses incremental borrowing rates when calculating the lease liability because the rate implicit in the lease is not readily determinable. The incremental borrowing rate used by First Commonwealth is an amortizing loan rate obtained from the Federal Home Loan Bank ("FHLB") of Pittsburgh. This rate is consistent with a collateralized borrowing rate and is available for terms similar to the lease payment schedules.
Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2019 were as follows (dollars in thousands):
For the twelve months ended:
 
 
September 30, 2020
 
$
5,223

September 30, 2021
 
5,084

September 30, 2022
 
4,989

September 30, 2023
 
4,954

September 30, 2024
 
4,824

Thereafter
 
45,583

Total future minimum lease payments
 
70,657

Less remaining imputed interest
 
16,920

Present value of future minimum lease payments
 
$
53,737


Note 11 Income Taxes
In accordance with FASB ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes”, at September 30, 2019 and December 31, 2018, 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.
First Commonwealth is subject to routine audits of our tax returns by the Internal Revenue Service (“IRS”) as well as all states in which we conduct business. Generally, tax years prior to the year ended December 31, 2016 are no longer open to examination by federal and state taxing authorities.
During the first quarter of 2018, First Commonwealth adopted ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)". Adoption of this ASU reclassified the stranded other accumulated income of $1.3 million resulting from the tax reform passed in December 2017 from accumulated other comprehensive income to retained earnings. There was no impact to total equity as a result of the adoption of this update.

33
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 12 Fair Values of Assets and Liabilities
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosures for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). All non-financial assets are included either as a separate line item on the Consolidated Statements of Financial Condition or in the “Other assets” category of the Consolidated Statements of Financial Condition. Currently, First Commonwealth does not have any non-financial liabilities to disclose.
FASB ASC Topic 825, “Financial Instruments”, permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses are required to be included in earnings each reporting period for the items that fair value measurement is elected. First Commonwealth has elected not to measure any existing financial instruments at fair value under FASB ASC Topic 825; however, in the future we may elect to adopt this guidance for select financial instruments.
 
In accordance with FASB ASC Topic 820, First Commonwealth groups financial assets and financial liabilities measured at fair value in three levels based on the principal markets in which the assets and liabilities are transacted and the observability of the data points used to determine fair value. These levels are:
•
Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange (“NYSE”). Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
•
Level 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 collars, 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 Consolidated Statements of Financial Condition are primarily 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 primarily 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. Loans held for sale could also include commercial loans for which fair value is determined using an executed trade or market bid obtained from potential buyers.
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' and/or loan customers' credit risk since origination of the interest rate swap as well as interest rate caps, interest rate collars 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

34
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


thirty years. These yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 13, “Derivatives.”
For purposes of potential valuation adjustments to our derivative positions, First Commonwealth evaluates the credit risk of its counterparties as well as our own credit risk. Accordingly, we have considered factors such as the likelihood of default, expected loss given default, net exposures and remaining contractual life, among other things, in determining if any fair value adjustments related to credit risk are required. We review our counterparty exposure quarterly, and when necessary, appropriate adjustments are made to reflect the exposure.
We also utilize this approach to estimate our own credit risk on derivative liability positions. In 2019, we have not realized any losses due to a counterparty's inability to pay any uncollateralized positions.
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.
The estimated fair value of other investments included in Level 3 is based on carrying value as these securities do not have a readily determinable fair 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).
In accordance with ASU No. 2011-4, "Fair Value Measurements (Topic 820)," the following table provides information related to quantitative inputs and assumptions used in September 30, 2019 Level 3 fair value measurements.
 
Fair Value (dollars
in thousands)
 
Valuation
Technique
 
Unobservable Inputs
 
Range /
(weighted average)
Other Investments
$
1,670

 
CarryingValue
 
N/A
 
N/A
Impaired Loans
932
 (a)
 
Reserve study
 
Discount rate
 
10.00%
 
 
 
 
 
Gas per MMBTU
 
$2.61 - $3.49 (b)
 
 
 
 
 
Oil per BBL/d
 
$47.09 - $53.14 (b)
 
2,539
 (a)
 
Discounted Cash Flow
 
Discount Rate
 
3.84% - 9.50%
Limited Partnership Investments
4,131

 
Par Value
 
N/A
 
N/A
 
(a)
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.
(b)
Unobservable inputs are defined as follows: MMBTU - million British thermal units; BBL/d - barrels per day.
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 CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The tables below present the balances of assets and liabilities measured at fair value on a recurring basis:
 
September 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$
—

 
$
8,767

 
$
—

 
$
8,767

Mortgage-Backed Securities - Commercial
—

 
171,591

 
—

 
171,591

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

 
584,824

 
—

 
584,824

Other Government-Sponsored Enterprises
—

 
998

 
—

 
998

Obligations of States and Political Subdivisions
—

 
22,168

 
—

 
22,168

Corporate Securities
—

 
24,035

 
—

 
24,035

Total Securities Available for Sale
—

 
812,383

 
—

 
812,383

Other Investments
—

 
9,891

 
1,670

 
11,561

Loans Held for Sale
—

 
20,288

 
—

 
20,288

Other Assets(a)
—

 
27,571

 
4,131

 
31,702

Total Assets
$
—

 
$
870,133

 
$
5,801

 
$
875,934

Other Liabilities(a)
$
—

 
$
27,784

 
$
—

 
$
27,784

Total Liabilities
$
—

 
$
27,784

 
$
—

 
$
27,784

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

 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$
—

 
$
9,406

 
$
—

 
$
9,406

Mortgage-Backed Securities - Commercial
—

 
167,744

 
—

 
167,744

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

 
673,361

 
—

 
673,361

Other Government-Sponsored Enterprises
—

 
10,012

 
—

 
10,012

Obligations of States and Political Subdivisions
—

 
27,712

 
—

 
27,712

Corporate Securities
—

 
21,012

 
—

 
21,012

Total Securities Available for Sale
—

 
909,247

 
—

 
909,247

Other Investments
—

 
30,456

 
1,670

 
32,126

Loans Held for Sale
—

 
11,881

 
—

 
11,881

Other Assets(a)
—

 
1,769

 
2,696

 
4,465

Total Assets
$
—

 
$
953,353

 
$
4,366

 
$
957,719

Other Liabilities(a)
$
—

 
$
2,081

 
$
—

 
$
2,081

Total Liabilities
$
—

 
$
2,081

 
$
—

 
$
2,081

(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 CONSOLIDATED FINANCIAL STATEMENTS (Continued)


For the nine months ended September 30, changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
 
2019
 
Other Investments
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
1,670

 
$
2,696

 
$
4,366

Total gains or losses
 
 
 
 
 
Included in earnings
—

 
198

 
198

Included in other comprehensive income
—

 
—

 
—

Purchases, issuances, sales and settlements
 
 
 
 
 
Purchases
—

 
1,237

 
1,237

Issuances
—

 
—

 
—

Sales
—

 
—

 
—

Settlements
—

 
—

 
—

Transfers from Level 3
—

 
—

 
—

Transfers into Level 3
—

 
—

 
—

Balance, end of period
$
1,670

 
$
4,131

 
$
5,801

 
 
2018
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Other Investments
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
23,646

 
$
1,670

 
$
2,143

 
$
27,459

Total gains or losses
 
 
 
 
 
 
 
Included in earnings
8,102

 
—

 
—

 
8,102

Included in other comprehensive income
(118
)
 
—

 
—

 
(118
)
Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases
—

 
—

 
426

 
426

Issuances
—

 
—

 
—

 
—

Sales
(12,289
)
 
—

 
—

 
(12,289
)
Settlements
(19,341
)
 
—

 
(48
)
 
(19,389
)
Transfers from Level 3
—

 
—

 
—

 
—

Transfers into Level 3
—

 
—

 
—

 
—

Balance, end of period
$
—

 
$
1,670

 
$
2,521

 
$
4,191


During the nine months ended September 30, 2019 and 2018, there were no transfers between fair value Levels 1, 2 or 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 September 30, 2019 and 2018.

37
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


For the three months ended September 30, changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
 
2019
 
Other Investments
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
1,670

 
$
3,312

 
$
4,982

Total gains or losses
 
 
 
 
 
Included in earnings
—

 
245

 
245

Included in other comprehensive income
—

 
—

 
—

Purchases, issuances, sales and settlements
 
 
 
 
 
Purchases
—

 
574

 
574

Issuances
—

 
—

 
—

Sales
—

 
—

 
—

Settlements
—

 
—

 
—

Transfers from Level 3
—

 
—

 
—

Transfers into Level 3
—

 
—

 
—

Balance, end of period
$
1,670

 
$
4,131

 
$
5,801

 
2018
 
Other Investments
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
1,670

 
$
2,297

 
$
3,967

Total gains or losses
 
 
 
 
 
Included in earnings
—

 
—

 
—

Included in other comprehensive income
—

 
—

 
—

Purchases, issuances, sales and settlements
 
 
 
 
 
Purchases
—

 
272

 
272

Issuances
—

 
—

 
—

Sales
—

 
—

 
—

Settlements
—

 
(48
)
 
(48
)
Transfers from Level 3
—

 
—

 
—

Transfers into Level 3
—

 
—

 
—

Balance, end of period
$
1,670

 
$
2,521

 
$
4,191

During the three months ended September 30, 2019 and 2018, there were no transfers between fair value Levels 1, 2 or 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 September 30, 2019 and 2018.
The tables below present the balances of assets measured at fair value on a nonrecurring basis at:
 
September 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$
—

 
$
20,407

 
$
13,372

 
$
33,779

Other real estate owned
—

 
1,981

 
—

 
1,981

Total Assets
$
—

 
$
22,388

 
$
13,372

 
$
35,760


38
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$
—

 
$
15,076

 
$
15,320

 
$
30,396

Other real estate owned
—

 
4,035

 
—

 
4,035

Total Assets
$
—

 
$
19,111

 
$
15,320

 
$
34,431


The following (losses) gains were realized on the assets measured on a nonrecurring basis:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands)
Impaired loans
$
(954
)
 
$
(239
)
 
$
(2,606
)
 
$
(6,659
)
Other real estate owned
(42
)
 
(128
)
 
(51
)
 
(544
)
Total losses
$
(996
)
 
$
(367
)
 
$
(2,657
)
 
$
(7,203
)

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. OREO has a current carrying value of $1.6 million as of September 30, 2019 and consists primarily of residential and 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 14, “Goodwill.” There were no other assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2019.
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.
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. The carrying value of other investments, which includes FHLB stock and other equity investments, 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.

39
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 both September 30, 2019 and December 31, 2018, respectively. 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 type 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.
The following table presents carrying amounts and fair values of First Commonwealth’s financial instruments:
 
September 30, 2019
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
112,241

 
$
112,241

 
$
112,241

 
$
—

 
$
—

Interest-bearing deposits
16,408

 
16,408

 
16,408

 
—

 
—

Securities available for sale
812,383

 
812,383

 
—

 
812,383

 
—

Securities held to maturity
357,890

 
360,224

 
—

 
360,224

 
—

Other investments
11,561

 
11,561

 
—

 
9,891

 
1,670

Loans held for sale
20,288

 
20,288

 
—

 
20,288

 
—

Loans
6,099,561

 
6,213,529

 
—

 
20,407

 
6,193,122

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
6,677,996

 
6,685,082

 
—

 
6,685,082

 
—

Short-term borrowings
83,735

 
83,698

 
—

 
83,698

 
—

Subordinated debt
170,409

 
169,601

 
—

 
—

 
169,601

Long-term debt
57,078

 
57,389

 
—

 
57,389

 
—

Capital lease obligation
6,917

 
6,917

 
—

 
6,917

 
—



40
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
December 31, 2018
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
95,934

 
$
95,934

 
$
95,934

 
$
—

 
$
—

Interest-bearing deposits
3,013

 
3,013

 
3,013

 
—

 
—

Securities available for sale
909,247

 
909,247

 
—

 
909,247

 
—

Securities held to maturity
393,855

 
383,993

 
—

 
383,993

 
—

Other investments
32,126

 
32,126

 
—

 
30,456

 
1,670

Loans held for sale
11,881

 
11,881

 
—

 
11,881

 
—

Loans
5,774,139

 
5,821,791

 
—

 
15,076

 
5,806,715

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
5,897,992

 
5,904,147

 
—

 
5,904,147

 
—

Short-term borrowings
721,823

 
721,532

 
—

 
721,532

 
—

Subordinated debt
170,288

 
168,067

 
—

 
—

 
168,067

Long-term debt
7,551

 
7,720

 
—

 
7,720

 
—

Capital lease obligation
7,217

 
7,217

 
—

 
7,217

 
—


Note 13 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 35 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 12 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 and collars that are not designated as hedging instruments. The interest rate caps 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 interest rate collars relate to contracts that First Commonwealth enters into with loan customers that provides both a maximum and minimum interest rate on their variable rate loan. At the same time the interest rate collar is entered into with the customer, First Commonwealth enters into an offsetting interest rate collar with another financial institution. The notional amount and the maximum and minimum interest rates on both interest collar 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.

41
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Derivatives Designated as Hedging Instruments
In 2015, the Company entered into an interest rate swap contract that was designated as a cash flow hedge. This contract, which had a notional amount of $65.0 million, matured on March 4, 2019. The periodic net settlement of interest rate swaps was recorded as an adjustment to "Interest and fees on loans" in the Consolidated Statements of Income. For the nine months ended September 30, 2019 there was a $0.1 million negative impact on net interest income as a result of these interest rate swaps.
In August 2019, the Company entered into two interest rate swap contracts that are designated as cash flow hedges. These contracts mature on August 15, 2024 and August 15, 2026 and have notional amounts of $30.0 million and $40.0 million, respectively. 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 made on subordinated debentures benchmarked to the 3-month LIBOR rate. Therefore, the interest rate swaps convert the interest rate benchmark on the first $70.0 million of 3-month LIBOR based subordinated debentures to a fixed rate.
The periodic net settlement of these interest rate swaps are recorded as an adjustment to "Interest on subordinated debentures" in the Consolidated Statements of Income. For the three and nine months ended September 30, 2019 there was a $0.1 million positive impact on net interest income as a result of these interest rate swaps. Changes in the fair value of the cash flow hedges are reported on the balance sheet and in OCI. When the cash flows associated with the hedged item are realized, the gain or loss included in OCI is recognized in "Interest on subordinated debentures", the same line item in the Consolidated Statements of Income as the income on the hedged items. The cash flow hedges were highly effective at September 30, 2019, 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 income" in the Consolidated Statements of Income. The impact to noninterest income for the three and nine months ended September 30, 2019 was an increase of $12 thousand and $0.5 million, respectively.
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 September 30, 2019, the underlying funded mortgage loan commitments had a carrying value of $23.4 million and a fair value of $24.8 million, while the underlying unfunded mortgage loan commitments had a notional amount of $32.7 million. At December 31, 2018, the underlying funded mortgage loan commitments had a carrying value of $6.9 million and a fair value of $7.6 million, while the underlying unfunded mortgage loan commitments had a notional amount of $9.9 million. The interest rate lock commitments decreased other noninterest income by $0.2 million and $0.1 million for the three and nine months ended September 30, 2019, respectively.
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 Consolidated Statements of Income. The increase in other noninterest expense for the nine months ended September 30, 2019 totaled $4 thousand and $3 thousand for the three months ended September 30, 2019. At September 30, 2019 and December 31, 2018, the underlying loans had a carrying value of $4.9 million and $1.9 million, respectively, and a fair value of $4.8 million and $1.9 million, respectively.


42
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table depicts the credit value and fair value adjustments recorded related to the notional amount of derivatives outstanding as well as the notional amount of risk participation agreements participated to other banks:
 
September 30, 2019
 
December 31, 2018
 
(dollars in thousands)
Derivatives not Designated as Hedging Instruments
 
 
 
Credit value adjustment
$
(91
)
 
$
(3
)
Notional amount:
 
 
 
Interest rate derivatives
480,872

 
411,645

Interest rate caps
87,401

 
36,111

Interest rate collars
35,354

 
—

Risk participation agreements
178,502

 
162,139

Sold credit protection on risk participation agreements
(70,016
)
 
(59,315
)
Interest rate options
32,720

 
9,900

Derivatives Designated as Hedging Instruments
 
 
 
Interest rate swaps:
 
 
 
Fair value adjustment
(124
)
 
(133
)
Notional amount
70,000

 
65,000

Interest rate forwards:
 
 
 
Fair value adjustment
(48
)
 
(170
)
Notional amount
47,000

 
15,000

Foreign exchange forwards:
 
 
 
Fair value adjustment
50

 
(6
)
Notional amount
4,874

 
1,927

 

The table below presents the change in the fair value of derivative assets and derivative liabilities attributable to credit risk or fair value changes included in "Other income," 'Other expense," "Interest on subordinated debentures" or "Interest and fees on loans" in the Consolidated Statements of Income:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands)
Non-hedging interest rate derivatives
 
 
 
 
 
 
 
(Decrease) increase in other income
$
(33
)
 
$
—

 
$
420

 
$
789

Increase (decrease) in other expense
—

 
221

 
—

 
(432
)
Hedging interest rate derivatives
 
 
 
 
 
 
 
Decrease in interest and fees on loans
—

 
(193
)
 
(118
)
 
(424
)
Decrease in interest from subordinated debentures
(70
)
 
—

 
(70
)
 
—

Increase in other expense
—

 
—

 
7

 
10

Hedging interest rate forwards
 
 
 
 
 
 
 
Increase in other income
201

 
—

 
122

 
—

Increase in other expense
—

 
125

 
—

 
96

Hedging foreign exchange forwards
 
 
 
 
 
 
 
Increase in other expense
3

 
2

 
4

 
10


The fair value of our derivatives is included in a table in Note 12, “Fair Values of Assets and Liabilities,” in the line items
“Other assets” and “Other liabilities.”
Note 14 Goodwill
FASB ASC Topic 350-20, “Intangibles – Goodwill and Other” requires an annual valuation of the fair value of a reporting unit that has goodwill and a comparison of the fair value to the book value of equity to determine whether the goodwill has been

43
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 No. 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 September 30, 2019 and December 31, 2018 was $303.6 million and $274.2 million, respectively. The increase in goodwill during 2019 is the result of the acquisition of 14 branches from Santander, completed in the third quarter of 2019. No impairment charges on goodwill or other intangible assets were incurred in 2019 or 2018.
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 September 30, 2019, 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 15 Subordinated Debentures
Subordinated debentures outstanding are as follows:
 
 
September 30, 2019
 
December 31, 2018
 
Due
Amount
 
Rate
 
Amount
 
Rate
 
 
(dollars in thousands)
Owed to:
 
 
 
 
 
 
 
 
First Commonwealth Bank
2028
$
49,198

 
4.875% until June 1, 2023, then LIBOR + 1.845%
 
$
49,131

 
4.875% until June 1, 2023, then LIBOR + 1.845%
First Commonwealth Bank
2033
49,044

 
5.50% until June 1, 2028, then LIBOR + 2.37%
 
48,990

 
5.50% until June 1, 2028, then LIBOR + 2.37%
First Commonwealth Capital Trust II
2034
30,929

 
LIBOR + 2.85%
 
30,929

 
LIBOR + 2.85%
First Commonwealth Capital Trust III
2034
41,238

 
LIBOR + 2.85%
 
41,238

 
LIBOR + 2.85%
Total
 
$
170,409

 
 
 
$
170,288

 
 

On May 21, 2018, First Commonwealth issued ten-year subordinated notes with an aggregate principal amount of $50.0 million and a fixed-to-floating rate of 4.875%. The rate remains fixed until June 1, 2023, then adjusts on a quarterly basis to LIBOR + 1.845%. The Bank may redeem the notes, beginning with the interest payment due on June 1, 2023, in whole or in part at a redemption price equal to 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest to the date of redemption. Deferred issuance costs of $0.9 million are being amortized on a straight-line basis over the term of the notes.
On May 21, 2018, First Commonwealth issued fifteen-year subordinated notes with an aggregate principal amount of $50.0 million and a fixed-to-floating rate of 5.50%. The rate remains fixed until June 1, 2028, then adjusts on a quarterly basis to LIBOR + 2.37%. The Bank may redeem the notes, beginning with the interest payment due on June 1, 2028, in whole or in part at a redemption price equal to 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest to the date of redemption. Deferred issuance costs of $1.1 million are being amortized on a straight-line basis over the term of the notes.
First Commonwealth currently has two trusts, First Commonwealth Capital Trust II and First Commonwealth Capital Trust III, of which 100% of the common equity is owned by First Commonwealth. The trusts were formed for the purpose of issuing company obligated mandatorily redeemable capital securities to third-party investors and investing the proceeds from the sale of the capital securities solely in junior subordinated debt securities (“subordinated debentures”) of First Commonwealth. The subordinated debentures held by each trust are the sole assets of the trust.
Interest on the debentures issued to First Commonwealth Capital Trust III is paid quarterly at a floating rate of LIBOR + 2.85% which is reset quarterly. Subject to regulatory approval, First Commonwealth may redeem the debentures, in whole or in part, at its option on any interest payment date at a redemption price equal to 100% of the principal amount of the debentures, plus

44
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


accrued and unpaid interest to the date of the redemption. Deferred issuance costs of $0.6 million are being amortized on a straight-line basis over the term of the securities.
Interest on the debentures issued to First Commonwealth Capital Trust II is paid quarterly at a floating rate of LIBOR + 2.85%, which is reset quarterly. Subject to regulatory approval, First Commonwealth may redeem the debentures, in whole or in part, at its option at a redemption price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest to the date of the redemption. Deferred issuance costs of $0.5 million are being amortized on a straight-line basis over the term of the securities.
Note 16 Revenue Recognition

On January 1, 2018, the Company adopted ASU No. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, First Commonwealth will generally be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The implementation of the new standard did not have a material impact on the measurement or recognition of revenue, therefore a cumulative effect adjustment to opening retained earnings was not necessary.

In connection with the adoption of Topic 606, First Commonwealth is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained, for example, sales commission. The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

The Company also evaluated whether it has any significant contract balances. A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration resulting in a contract receivable or before payment is due resulting in a contract asset. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the Company has already received payment from the customer. First Commonwealth’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as trust income which is based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of September 30, 2019 and December 31, 2018, the Company did not have any significant contract balances.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with derivatives are not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as trust income, service charges on deposits, insurance and retail brokerage commissions, card related interchange income and gain(loss) on sale of OREO. The recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers.


45
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Noninterest revenue streams in-scope of Topic 606 are discussed below:

Trust Income

Trust income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon a tiered scale of market value of the assets under management at month-end. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as financial planning or tax return preparation services are also available to trust customers. The Company’s performance obligation for these transactional-based services is generally satisfied and related revenue recognized, at a point in time. Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of fees earned from its deposit customers for transaction-based, account maintenance, overdraft services and account analysis fees. Transaction-based fees, which include services such as ATM use fees, stop payment fees, statement rendering and ACH fees are recognized at the time the transaction is executed which is the point in time the Company fulfills the customer’s request. Monthly account maintenance fees are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. The Company’s performance obligation for account analysis fees is generally satisfied, and the related revenue recognized, during the month the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Insurance and Retail Brokerage Commissions

Insurance income primarily consists of commissions received from execution of personal, business and health insurance policies when acting as an agent on behalf of insurance carriers. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Because the Company’s contracts with the insurance carriers are generally cancellable by either party, with minimal notice, insurance commissions are recognized during the policy period as received. Also, the majority of insurance commissions are received on a monthly basis during the policy period; however, some carriers pay the full annual commission to First Commonwealth at the time of policy issuance or renewal. In these cases, First Commonwealth would be required to refund any commissions it would not be entitled to as a result of cancelled or terminated policies. The Company has established a refund liability for the remaining term of the policies expected to be cancelled. The Company also receives incentive-based contingency fees from the insurance carriers. Contingency fee revenue, which totals approximately $0.3 million per year, is recognized as received due to the immaterial amount.
 
Retail brokerage income primarily consists of commissions received on annuity and investment product sales through a third-party service provider. The Company’s performance obligation is generally satisfied upon the issuance of the annuity policy or the execution of an investment transaction. The Company does not earn a significant amount of trailer fees on annuity sales. However, after considering the factors impacting these trailer fees, such as the uncertainty of investor behavior and changes in the market value of assets, First Commonwealth determined that it would recognize trailing fees as received because it could not reasonably estimate an amount of future trailing commissions for which collection is probable. Commissions from the third-party service provider are received on a monthly basis based upon customer activity for the month. The fees are recognized monthly with a receivable until commissions are received from the third-party service provider the following month. Because the Company acts as an agent in arranging the relationship between the customer and the third-party service provider and does not control the services rendered to the customers, retail brokerage fees are presented net of related costs, including $2.3 million and $1.7 million in commission expense as of September 30, 2019 and 2018, respectively.

Card Related Interchange Income

Card related interchange income is primarily comprised of debit and credit card income, ATM fees and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Card related interchange income is recognized daily as the customer transactions are settled.

46
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Other Income

Other income includes service revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for these services are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Gains(losses) on sales of OREO

First Commonwealth records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When First Commonwealth finances the sale of OREO to the buyer, an assessment of whether the buyer is committed to perform their obligations under the contract is completed along with an evaluation of whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale, First Commonwealth adjusts the transaction price and related gain(loss) on sale if a significant financing component is present.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands)
Noninterest Income
 
 
 
 
 
 
 
In-scope of Topic 606:
 
 
 
 
 
 
 
Trust income
$
2,325

 
$
2,206

 
$
6,221

 
$
6,014

Service charges on deposit accounts
4,954

 
4,589

 
13,792

 
13,418

Insurance and retail brokerage commissions
1,912

 
1,872

 
5,887

 
5,560

Card-related interchange income
5,629

 
5,044

 
15,800

 
14,929

Gain on sale of other loans and assets
181

 
335

 
861

 
726

Other income
937

 
928

 
2,789

 
2,800

Noninterest Income (in-scope of Topic 606)
15,938

 
14,974

 
45,350

 
43,447

Noninterest Income (out-of-scope of Topic 606)
6,241

 
4,783

 
17,607

 
24,661

Total Noninterest Income
$
22,179

 
$
19,757

 
$
62,957

 
$
68,108


Note 17 New Accounting Pronouncements
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 methodology. The Current Expected Credit Loss ("CECL") methodology 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.
We have established a CECL implementation team, which includes members from the finance and credit areas, with oversight by the Chief Executive Officer, Chief Financial Officer and Chief Credit Officer. Management completed the engagement of a 3rd party service provider to assist with this ASU during the third quarter of 2018. In the fourth quarter of 2018, a 3rd party was engaged to assist with evaluation of data and methodologies related to this standard.
To date, management has completed methodologies, assumptions, inputs and processes related to the CECL model. During the fourth quarter of 2019, we will have our model validated by a 3rd party, perform a full parallel run, and continue to refine the methodology, processes and internal controls.
The impact of adopting this ASU cannot be reasonably estimated until model validation and development of qualitative components are complete. The Company anticipates that an increase to the allowance for credit losses will be recognized upon

47
ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


adoption. The estimated impact at adoption will depend on the composition, characteristics and quality of the loan portfolio as well as the economic environment and forecasts as of the adoption date.
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 August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU updates disclosure requirements for fair value measurements, including elimination of the disclosure related to the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Adoption of this ASU will not have a material impact on First Commonwealth's financial condition or results of operations, as it relates only to disclosure requirements.

48

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 nine months ended September 30, 2019 and 2018, and should be read in conjunction with the 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 these non-GAAP financial measures provide information that is useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparison with the performance of others in the financial services industry. Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures 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 Consolidated Statements of Income is reconciled to net interest income adjusted to a fully taxable equivalent basis on page 52 and 58 for the nine and three months ended September 30, 2019 and 2018, respectively.

49
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 Consolidated Financial Statements and related notes. 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in thousands, except per share data)
Net Income
$
26,644

 
$
25,149

 
$
78,513

 
$
80,500

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.27

 
$
0.25

 
$
0.80

 
$
0.81

Diluted Earnings per Share
0.27

 
0.25

 
0.80

 
0.81

Cash Dividends Declared per Common Share
0.10

 
0.09

 
0.30

 
0.26

Average Balance:
 
 
 
 
 
 
 
Total assets
$
8,050,052

 
$
7,662,029

 
$
7,972,438

 
$
7,495,490

Total equity
1,033,903

 
970,402

 
1,010,227

 
933,489

End of Period Balance:
 
 
 
 
 
 
 
Net loans (1)
 
 
 
 
$
6,069,814

 
$
5,620,323

Total assets
 
 
 
 
8,152,027

 
7,686,345

Total deposits
 
 
 
 
6,677,996

 
5,895,143

Total equity
 
 
 
 
1,039,030

 
972,931

Key Ratios:
 
 
 
 
 
 
 
Return on average assets
1.31
%
 
1.30
%
 
1.32
%
 
1.44
%
Return on average equity
10.22
%
 
10.28
%
 
10.39
%
 
11.53
%
Dividends payout ratio
37.04
%
 
36.00
%
 
37.50
%
 
32.10
%
Average equity to average assets ratio
12.84
%
 
12.67
%
 
12.67
%
 
12.45
%
Net interest margin
3.76
%
 
3.67
%
 
3.75
%
 
3.71
%
Net loans to deposits ratio
 
 
 
 
90.89
%
 
95.34
%
(1) Includes loans held for sale.

Results of Operations
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018
Net Income
For the nine months ended September 30, 2019, First Commonwealth had net income of $78.5 million, or $0.80 diluted earnings per share, compared to net income of $80.5 million, or $0.81 diluted earnings per share, in the nine months ended September 30, 2018. The decline in net income was primarily the result of $8.1 million in securities gains recognized in the first nine months of 2018 as a result of the successful sale and auction calls of the Company's remaining pooled trust preferred security portfolio.
For the nine months ended September 30, 2019, the Company’s return on average equity was 10.39% and its return on average assets was 1.32%, compared to 11.53% and 1.44%, respectively, for the nine months ended September 30, 2018.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $202.4 million in the first nine months of 2019, compared to $188.7 million for the same period in 2018. This increase was due to both growth in average interest earning assets of $416.5 million and a 4 basis point increase in the net interest margin, on a fully taxable equivalent basis. Net interest income comprises the majority of our operating revenue (net interest income before provision expense plus noninterest income), at 76% and 73% for the nine months ended September 30, 2019 and 2018, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.75% and 3.71% for the nine months ended September 30, 2019 and September 30, 2018, respectively. The net interest margin for the nine months ended September 30, 2018 included a

50
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



3 basis point benefit from the recognition of $1.5 million in previously unrecognized interest due to the sale of an impaired commercial loan and the successful sale and auction call of our pooled trust preferred portfolio. The increase in the net interest margin is attributable to both changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities.
 
The taxable equivalent yield on interest-earning assets was 4.55% for the nine months ended September 30, 2019, an increase of 30 basis points compared to the 4.25% yield for the same period in 2018. This increase is largely due to the loan portfolio yield, which improved by 37 basis points when compared to the nine months ended September 30, 2018. Contributing to this increase was the yield on our adjustable and variable rate commercial loan portfolio, which increased 37 basis points largely due to the Federal Reserve increasing short-term interest rates by 100 basis points in 2018. Since the end of 2018, the Federal Reserve has decreased the target Federal Funds rate by 50 basis points.  While not reflected in the comparison of the periods presented, such decreases in rates have the effect of lowering yields on variable and adjustable rate loans, as well as, to a lesser extent, the cost of interest-bearing liabilities, and any additional rate decreases would be expected to have a similar effect. Additionally, the 2018 loan portfolio yield included a 3 basis point benefit from the recognition of $1.1 million of previously unrecognized interest due to the sale of an impaired commercial loan. The investment portfolio yield decreased 6 basis points in comparison to the prior year primarily due to a 4 basis point benefit in 2018 from the recognition of previously unrecognized interest as a result of the successful sale and auction call of our pooled trust preferred security portfolio. Investment portfolio purchases during the nine months ended September 30, 2019 have been primarily in corporate securities, obligations of U.S. government agencies and obligations of other government-sponsored enterprises with durations of approximately five years and municipal securities with a duration of approximately ten years.
The cost of interest-bearing liabilities increased to 1.08% for the nine months ended September 30, 2019, from 0.71% for the same period in 2018, primarily due to an increase in the cost of short-term borrowings and an increase in long-term debt largely due to the issuance of $100 million of subordinated debt in the second quarter of 2018. Deposits acquired in our recent acquisitions, along with approximately $50 million of the subordinated debt proceeds, the maturity extension on $50.0 million of short-term borrowings and organic growth in consumer checking and savings deposits, contributed to a decline in average short-term borrowings of $124.5 million for the nine months ended September 30, 2019 compared to the same period in 2018. Higher market interest rates resulted in the cost of interest-bearing deposits increasing 21 basis points and short-term borrowings increasing 60 basis points in comparison to the same period last year. The impact of the subordinated debt on the cost of interest-bearing liabilities was 14 basis points for the nine months ended September 30, 2019 compared to 3 basis points for the nine months ended September 30, 2018.
For the nine months ended September 30, 2019, changes in interest rates positively impacted net interest income by $2.7 million when compared with the same period in 2018. The higher yield on interest-earning assets positively impacted net interest income by $15.8 million, while the increase in the cost of interest-bearing liabilities negatively impacted net interest income by $13.1 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $11.0 million for the nine months ended September 30, 2019, as compared to the same period in 2018. Higher levels of interest-earning assets resulted in an increase of $14.0 million in interest income, and changes in the volume of interest-bearing liabilities increased interest expense by $2.9 million, primarily due to an increase in long-term borrowings as a result of the subordinated debt issued in May 2018. Average earning assets for the nine months ended September 30, 2019 increased $416.5 million, or 6.1%, compared to the same period in 2018. Average loans for the comparable period increased $393.8 million, or 7.1%.
Net interest income also benefited from a $148.0 million increase in average net free funds at September 30, 2019 as compared to September 30, 2018. 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 $81.3 million, or 5.7%, in noninterest-bearing demand deposit average balances. Average time deposits for the nine months ended September 30, 2019 increased by $148.6 million at higher costs compared to the comparable period in 2018, increasing interest expense by $5.4 million. Increases in market interest rates negatively impacted interest expense by $13.1 million, while changes in the mix of interest-bearing liabilities had a $2.9 million negative impact.
 

51
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The following table reconciles interest income in the Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the nine months ended September 30:
 
 
2019
 
2018
 
(dollars in thousands)
Interest income per Consolidated Statements of Income
$
244,226

 
$
214,312

Adjustment to fully taxable equivalent basis
1,341

 
1,509

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
245,567

 
215,821

Interest expense
43,169

 
27,139

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
202,398

 
$
188,682




52
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 nine months ended September 30:
 
 
2019
2018
 
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
$
5,591

$
181

4.33
%
$
5,068

$
109

2.88
%
Tax-free investment securities
67,158

1,557

3.10

67,694

1,559

3.08

Taxable investment securities
1,200,845

24,290

2.70

1,178,190

24,443

2.77

Loans, net of unearned income (b)(c)
5,935,427

219,539

4.95

5,541,600

189,710

4.58

Total interest-earning assets
7,209,021

245,567

4.55

6,792,552

215,821

4.25

Noninterest-earning assets:
 
 
 
 
 
 
Cash
91,954

 
 
92,517

 
 
Allowance for credit losses
(51,192
)
 
 
(52,885
)
 
 
Other assets
722,655

 
 
663,306

 
 
Total noninterest-earning assets
763,417

 
 
702,938

 
 
Total Assets
$
7,972,438

 
 
$
7,495,490

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
1,272,065

$
5,511

0.58
%
$
1,181,295

$
3,244

0.37
%
Savings deposits (d)
2,524,703

10,906

0.58

2,446,013

5,884

0.32

Time deposits
866,746

10,881

1.68

718,164

5,511

1.03

Short-term borrowings
489,562

8,075

2.21

614,103

7,387

1.61

Long-term debt
210,353

7,796

4.96

135,368

5,113

5.05

Total interest-bearing liabilities
5,363,429

43,169

1.08

5,094,943

27,139

0.71

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,507,826

 
 
1,426,566

 
 
Other liabilities
90,956

 
 
40,492

 
 
Shareholders’ equity
1,010,227

 
 
933,489

 
 
Total Noninterest-Bearing Funding Sources
2,609,009

 
 
2,400,547

 
 
Total Liabilities and Shareholders’ Equity
$
7,972,438

 
 
$
7,495,490

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
202,398

3.75
%
 
$
188,682

3.71
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate for the nine months ended September 30, 2019 and 2018.
(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.

 

53
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 nine months ended September 30, 2019 compared with September 30, 2018:
 
 
 
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
 
$
72

 
$
11

 
$
61

Tax-free investment securities
 
(2
)
 
(12
)
 
10

Taxable investment securities
 
(153
)
 
469

 
(622
)
Loans
 
29,829

 
13,491

 
16,338

Total interest income (b)
 
29,746

 
13,959

 
15,787

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
2,267

 
251

 
2,016

Savings deposits
 
5,022

 
188

 
4,834

Time deposits
 
5,370

 
1,145

 
4,225

Short-term borrowings
 
688

 
(1,500
)
 
2,188

Long-term debt
 
2,683

 
2,832

 
(149
)
Total interest expense
 
16,030

 
2,916

 
13,114

Net interest income
 
$
13,716

 
$
11,043

 
$
2,673

 
(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 21% 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 nine months ended September 30: 
 
2019
 
2018
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
2,525

26
%
 
$
1,414

13
%
Real estate construction
250

2

 
144

1

Residential real estate
375

4

 
1,607

15

Commercial real estate
2,183

23

 
4,602

42

Loans to individuals
4,305

45

 
3,265

29

Total
$
9,638

100
%
 
$
11,032

100
%
The provision for credit losses for the nine months ended September 30, 2019 decreased in comparison to the nine months ended September 30, 2018 by $1.4 million. The level of provision expense in the first nine months of 2019 is primarily a result of $7.4 million in net charge-offs, growth in the loan portfolio and an increase in the qualitative reserves as a result of a higher probability of slightly less favorable economic conditions.
The level of provision expense in the first nine months of 2018 was primarily a result of a $1.2 million increase in specific reserves for two commercial real estate loans and a $2.2 million charge-off for another commercial real estate loan. Also impacting the provision was $2.9 million in net charge-offs related to loans to individuals.


54
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The allowance for credit losses was $50.0 million, or 0.82%, of total loans outstanding and 0.90% of total originated loans outstanding at September 30, 2019, compared to $47.8 million, or 0.83%, and 0.91%, respectively, at December 31, 2018 and $50.7 million, or 0.90%, and 0.99%, respectively, at September 30, 2018. Nonperforming loans as a percentage of total loans increased to 0.58% at September 30, 2019 from 0.55% at December 31, 2018 and 0.70% as of September 30, 2018. The allowance to nonperforming loan ratio was 141.64%, 149.14% and 127.35% as of September 30, 2019, December 31, 2018 and September 30, 2018, respectively.
 
Below is an analysis of the consolidated allowance for credit losses for the nine months ended September 30, 2019 and 2018 and the year-ended December 31, 2018:
 
 
 
September 30, 2019
 
September 30, 2018
 
December 31, 2018
 
 
(dollars in thousands)
Balance, beginning of period
 
$
47,764

 
$
48,298

 
$
48,298

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
2,185

 
3,536

 
5,294

Real estate construction
 
—

 
—

 
—

Residential real estate
 
663

 
1,006

 
1,313

Commercial real estate
 
1,681

 
2,411

 
3,930

Loans to individuals
 
4,058

 
3,336

 
4,576

Total loans charged off
 
8,587

 
10,289

 
15,113

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
233

 
702

 
788

Real estate construction
 
158

 
99

 
141

Residential real estate
 
236

 
297

 
361

Commercial real estate
 
160

 
123

 
153

Loans to individuals
 
433

 
484

 
605

Total recoveries
 
1,220

 
1,705

 
2,048

Net credit losses
 
7,367

 
8,584

 
13,065

Provision charged to expense
 
9,638

 
11,032

 
12,531

Balance, end of period
 
$
50,035

 
$
50,746

 
$
47,764

Noninterest Income
The following table presents the components of noninterest income for the nine months ended September 30: 
 
 
2019
 
2018
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
6,221

 
$
6,014

 
$
207

 
3
 %
Service charges on deposit accounts
 
13,792

 
13,418

 
374

 
3

Insurance and retail brokerage commissions
 
5,887

 
5,560

 
327

 
6

Income from bank owned life insurance
 
4,408

 
5,241

 
(833
)
 
(16
)
Card-related interchange income
 
15,800

 
14,929

 
871

 
6

Swap fee income
 
1,634

 
1,115

 
519

 
47

Other income
 
5,356

 
5,125

 
231

 
5

Subtotal
 
53,098

 
51,402

 
1,696

 
3

Net securities gains
 
15

 
8,102

 
(8,087
)
 
(100
)
Gain on sale of mortgage loans
 
6,101

 
4,267

 
1,834

 
43

Gain on sale of other loans and assets
 
3,831

 
3,548

 
283

 
8

Derivatives mark to market
 
(88
)
 
789

 
(877
)
 
(111
)
Total noninterest income
 
$
62,957

 
$
68,108

 
$
(5,151
)
 
(8
)%
 

55
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Total noninterest income for the nine months ended September 30, 2019 decreased $5.2 million in comparison to the nine months ended September 30, 2018. The most significant changes include an $8.1 million decline in net securities gains resulting from the redemption and sale of the remainder of the pooled trust securities portfolio during the second quarter of 2018, a $0.9 million decrease in the mark to market adjustment on interest rate swaps entered into for our commercial loan customers and an $0.8 million decline in income from bank owned life insurance due to a $0.7 million death claim benefit recognized in the nine months ended September 30, 2018. Partially offsetting these decreases is a $1.8 million increase in the gain on sale of mortgage loans due to growth in our mortgage lending area, a $0.9 million increase in card-related interchange income and a $0.5 million increase in swap fee income as a result of growth in interest rate swaps entered into for our commercial customers.
Noninterest Expense
The following table presents the components of noninterest expense for the nine months ended September 30: 
 
 
2019
 
2018
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
83,205

 
$
77,580

 
$
5,625

 
7
 %
Net occupancy
 
13,878

 
12,932

 
946

 
7

Furniture and equipment
 
11,396

 
10,611

 
785

 
7

Data processing
 
7,988

 
7,764

 
224

 
3

Advertising and promotion
 
3,611

 
3,185

 
426

 
13

Pennsylvania shares tax
 
3,365

 
3,398

 
(33
)
 
(1
)
Intangible amortization
 
2,364

 
2,430

 
(66
)
 
(3
)
Collection and repossession
 
1,656

 
2,060

 
(404
)
 
(20
)
Other professional fees and services
 
2,755

 
3,000

 
(245
)
 
(8
)
FDIC insurance
 
1,164

 
1,590

 
(426
)
 
(27
)
Other operating
 
19,040

 
17,662

 
1,378

 
8

Subtotal
 
150,422

 
142,212

 
8,210

 
6

Loss on sale or write-down of assets
 
1,398

 
875

 
523

 
60

Merger and acquisition related
 
3,772

 
1,634

 
2,138

 
131

Litigation and operational losses
 
1,264

 
811

 
453

 
56

Total noninterest expense
 
$
156,856

 
$
145,532

 
$
11,324

 
8
 %

Noninterest expense, excluding loss on sale or write-down of assets, litigation and operational losses and merger and acquisition related expenses, increased $8.2 million, or 6%, for the nine months ended September 30, 2019 compared to the same period in 2018. Contributing to the higher expenses in 2019 is a $5.6 million increase in salaries and employee benefits as a result of a higher number of full-time equivalent employees, annual merit increases and a $2.7 million increase in hospitalization expense. The higher number of employees is primarily a result of the acquisition of 14 branches from Santander in September 2019, Garfield in May 2018 and continued expansion of our mortgage and commercial banking businesses. The Santander and Garfield acquisitions also accounted for $0.3 million of the $0.9 million increase in net occupancy expense and $0.3 million of the $0.8 million increase in furniture and equipment expense. Expenses contributing to the increase in other operating expense include checkbook printing, travel and higher out of state financial institution tax. Collection and repossession expense decreased $0.4 million due to costs related to several OREO properties that occurred in 2018 with no similar activity in 2019. FDIC insurance decreased $0.4 million in comparison to the prior period as a result of a $0.6 million assessment credit received in the third quarter of 2019. This credit is a result of the FDIC deposit insurance fund reaching the required minimum reserve ratio. The company has $1.3 million in remaining credits that will offset FDIC expense in future quarters.

Loss on sale or write-down of assets increased $0.5 million due to a $0.5 million write-down of an OREO property. Merger and acquisition related expenses increased $2.1 million due to the completion of the acquisition of 14 branches from Santander.

56
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 $0.8 million for the nine months ended September 30, 2019, compared to the corresponding period in 2018.  While income before taxes decreased in comparison to the prior year, the effective tax rate increased 40 basis points due to the $0.8 million decrease in tax-free income from bank owned life insurance as well as certain deduction limitations included in the Tax Cuts and Jobs Act passed in December 2017.
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 nine months ended September 30, 2019 and 2018.
We generate an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest, income from bank-owned life insurance and tax benefits associated with low income housing tax credits, all of which are relatively consistent regardless of the level of pretax income. Additionally, the nine months ended September 30, 2018, included a $0.6 million reduction in tax expense due to an adjustment to the deferred tax asset adjustment recorded in the fourth quarter of 2017 as a result of the reduction in the statutory tax rate. These provided for an annual effective tax rate of 19.5% and 19.1% for the nine months ended September 30, 2019 and 2018, respectively.
As of September 30, 2019, our deferred tax assets totaled $16.4 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 recorded. 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.
Results of Operations
Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018
Net Income
For the three months ended September 30, 2019, First Commonwealth had net income of $26.6 million, or $0.27 diluted earnings per share, compared to net income of $25.1 million, or $0.25 diluted earnings per share, in the three months ended September 30, 2018. The increase in net income was primarily the result of an increase in net interest income and noninterest income offset by an increase in noninterest expense.
For the three months ended September 30, 2019, the Company’s return on average equity was 10.22% and its return on average assets was 1.31%, compared to 10.28% and 1.30%, respectively, for the three months ended September 30, 2018.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $68.9 million in the third quarter of 2019, compared to $64.3 million for the same period in 2018. This increase was due to both growth in average interest earning assets of $322.5 million and a 9 basis point increase in the net interest margin. Net interest income comprises the majority of our operating revenue (net interest income before provision expense plus noninterest income), at 76% and 76% for the three months ended September 30, 2019 and 2018, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.76% and 3.67% for the three months ended September 30, 2019 and September 30, 2018, respectively. The increase in the net interest margin is attributable to both changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities.
 
The taxable equivalent yield on interest-earning assets was 4.53% for the three months ended September 30, 2019, an increase of 23 basis points compared to the 4.30% yield for the same period in 2018. This increase is largely due to an increase in the loan portfolio yield, which improved by 27 basis points when compared to the three months ended September 30, 2018. Contributing to this increase was an increase in the yield on our adjustable and variable rate commercial loan portfolio, which increased 16 basis points largely due to the Federal Reserve increasing short-term interest rates during 2018. Since the end of 2018, the Federal Reserve has decreased the target Federal Funds rate by 50 basis points.  While not reflected in the comparison of the periods presented, such decreases in rates have the effect of lowering yields on variable and adjustable rate loans, as well as, to a lesser extent, the cost of interest-bearing liabilities, and any additional rate decreases would be expected to have a similar effect. The yield on the investment portfolio decreased 15 basis points in comparison to the prior year. Investment portfolio purchases during the three months ended September 30, 2019 have been primarily in U.S. Agency securities with durations of approximately five years.

57
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The cost of interest-bearing liabilities increased to 1.05% for the three months ended September 30, 2019, from 0.84% for the same period in 2018, primarily due to an increase in the cost of short-term borrowings and an increase in long-term debt largely due to the issuance of $100 million of subordinated debt in the second quarter of 2018. Deposits acquired in our recent acquisitions, along with approximately $50 million of the subordinated debt proceeds, the maturity extension on $50.0 million of short-term borrowings and organic growth in consumer checking and savings deposits, contributed to a decline in average short-term borrowings of $246.6 million for the three months ended September 30, 2019 compared to the same period in 2018. Higher market interest rates resulted in the cost of interest-bearing deposits increasing 17 basis points and short-term borrowings increasing 18 basis points in comparison to the same period last year. The impact of the subordinated debt on the cost of interest-bearing liabilities was 14 basis points for the three months ended September 30, 2019 compared to 7 basis points for the three months ended September 30, 2018.
For the three months ended September 30, 2019, changes in interest rates positively impacted net interest income by $0.4 million when compared with the same period in 2018. The higher yield on interest-earning assets positively impacted net interest income by $3.5 million, while the increase in the cost of interest-bearing liabilities negatively impacted net interest income by $3.0 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $4.1 million in the three months ended September 30, 2019, as compared to the same period in 2018. Higher levels of interest-earning assets resulted in an increase of $4.2 million in interest income while changes in the volume of interest-bearing liabilities had a minimal impact on interest expense. Average earning assets for the three months ended September 30, 2019 increased $322.5 million, or 4.6%, compared to the same period in 2018. Average loans for the comparable period increased $385.4 million, or 6.8%. Loans acquired with of the Santander branch acquisition contributed $26.1 million to the increase in average loans during the third quarter 2019.
Net interest income also benefited from a $167.6 million increase in average net free funds at September 30, 2019 as compared to September 30, 2018. 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 $112.5 million, or 7.8%, in noninterest-bearing demand deposit average balances. Average time deposits for the three months ended September 30, 2019 increased by $76.8 million at higher costs compared to the comparable period in 2018, increasing interest expense by $1.2 million. Increases in market interest rates negatively impacted interest expense by $3.0 million, while changes in the mix of interest-bearing liabilities had a minimal impact. Deposits acquired at closing of the Santander branch acquisition contributed $123.0 million to the increase in average deposits during the third quarter of 2019.
 
The following table reconciles interest income in the Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the three months ended September 30:
 
 
2019
 
2018
 
(dollars in thousands)
Interest income per Consolidated Statements of Income
$
82,575

 
$
74,873

Adjustment to fully taxable equivalent basis
430

 
498

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
83,005

 
75,371

Interest expense
14,130

 
11,060

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
68,875

 
$
64,311




58
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 September 30:
 
 
2019
2018
 
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
$
9,033

$
81

3.56
%
$
2,188

$
39

7.07
%
Tax-free investment securities
65,463

504

3.05

67,669

520

3.05

Taxable investment securities
1,151,774

7,382

2.54

1,219,321

8,319

2.71

Loans, net of unearned income (b)(c)
6,042,822

75,038

4.93

5,657,390

66,493

4.66

Total interest-earning assets
7,269,092

83,005

4.53

6,946,568

75,371

4.30

Noninterest-earning assets:
 
 
 
 
 
 
Cash
93,740

 
 
95,666

 
 
Allowance for credit losses
(52,593
)
 
 
(52,933
)
 
 
Other assets
739,813

 
 
672,728

 
 
Total noninterest-earning assets
780,960

 
 
715,461

 
 
Total Assets
$
8,050,052

 
 
$
7,662,029

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
1,357,281

$
2,092

0.61
%
$
1,221,780

$
1,352

0.44
%
Savings deposits (d)
2,575,810

3,950

0.61

2,435,659

2,307

0.38

Time deposits
863,714

3,804

1.75

786,912

2,347

1.18

Short-term borrowings
323,041

1,620

1.99

569,666

2,603

1.81

Long-term debt
234,497

2,664

4.51

185,401

2,451

5.24

Total interest-bearing liabilities
5,354,343

14,130

1.05

5,199,418

11,060

0.84

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,560,478

 
 
1,447,948

 
 
Other liabilities
101,328

 
 
44,261

 
 
Shareholders’ equity
1,033,903

 
 
970,402

 
 
Total noninterest-bearing funding sources
2,695,709

 
 
2,462,611

 
 
Total Liabilities and Shareholders’ Equity
$
8,050,052

 
 
$
7,662,029

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
68,875

3.76
%
 
$
64,311

3.67
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate for the three months ended September 30, 2019 and 2018.
(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.

 

59
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 September 30, 2019 compared with September 30, 2018:
 
 
 
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
 
$
42

 
$
122

 
$
(80
)
Tax-free investment securities
 
(16
)
 
(17
)
 
1

Taxable investment securities
 
(937
)
 
(461
)
 
(476
)
Loans
 
8,545

 
4,527

 
4,018

Total interest income (b)
 
7,634

 
4,171

 
3,463

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
740

 
150

 
590

Savings deposits
 
1,643

 
134

 
1,509

Time deposits
 
1,457

 
228

 
1,229

Short-term borrowings
 
(983
)
 
(1,125
)
 
142

Long-term debt
 
213

 
648

 
(435
)
Total interest expense
 
3,070

 
35

 
3,035

Net interest income
 
$
4,564

 
$
4,136

 
$
428

 
(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 21% 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 September 30: 
 
2019
 
2018
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
(17
)
(1
)%
 
$
(580
)
(20
)%
Real estate construction
(155
)
(6
)
 
238

8

Residential real estate
125

5

 
200

7

Commercial real estate
1,037

38

 
1,898

64

Loans to individuals
1,718

64

 
1,205

41

Total
$
2,708

100
 %
 
$
2,961

100
 %
The provision for credit losses for the three months ended September 30, 2019 decreased in comparison to the three months ended September 30, 2018 by $0.3 million. The level of provision expense in the third quarter of 2019 is primarily a result of $3.7 million in net charge-offs.
The level of provision expense in the third quarter of 2018 was primarily due to a $1.2 million increase in specific reserves related to two commercial real estate loans and $3.5 million in net charge-offs.


60
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 September 30, 2019 and 2018 and the year-ended December 31, 2018:
 
 
 
September 30, 2019
 
September 30, 2018
 
December 31, 2018
 
 
(dollars in thousands)
Balance, beginning of period
 
$
51,061

 
$
51,314

 
$
48,298

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
791

 
2,582

 
5,294

Real estate construction
 
—

 
—

 
—

Residential real estate
 
383

 
277

 
1,313

Commercial real estate
 
1,382

 
—

 
3,930

Loans to individuals
 
1,574

 
1,080

 
4,576

Total loans charged off
 
4,130

 
3,939

 
15,113

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
62

 
66

 
788

Real estate construction
 
74

 
92

 
141

Residential real estate
 
17

 
51

 
361

Commercial real estate
 
81

 
36

 
153

Loans to individuals
 
162

 
165

 
605

Total recoveries
 
396

 
410

 
2,048

Net credit losses
 
3,734

 
3,529

 
13,065

Provision charged to expense
 
2,708

 
2,961

 
12,531

Balance, end of period
 
$
50,035

 
$
50,746

 
$
47,764

Noninterest Income
The following table presents the components of noninterest income for the three months ended September 30: 
 
 
2019
 
2018
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
2,325

 
$
2,206

 
$
119

 
5
 %
Service charges on deposit accounts
 
4,954

 
4,589

 
365

 
8

Insurance and retail brokerage commissions
 
1,912

 
1,872

 
40

 
2

Income from bank owned life insurance
 
1,540

 
1,579

 
(39
)
 
(2
)
Card related interchange income
 
5,629

 
5,044

 
585

 
12

Swap fee income
 
421

 
528

 
(107
)
 
(20
)
Other income
 
1,865

 
1,754

 
111

 
6

Subtotal
 
18,646

 
17,572

 
1,074

 
6

Net securities gains
 
9

 
—

 
9

 
N/A

Gain on sale of mortgage loans
 
2,599

 
1,542

 
1,057

 
69

Gain on sale of other loans and assets
 
970

 
643

 
327

 
51

Derivatives mark to market
 
(45
)
 
—

 
(45
)
 
N/A

Total noninterest income
 
$
22,179

 
$
19,757

 
$
2,422

 
12
 %
 
Total noninterest income for the three months ended September 30, 2019 increased $2.4 million in comparison to the three months ended September 30, 2018. The most significant changes include a $1.1 million increase in the gain on sale of mortgage loans primarily due to growth in our mortgage lending area. Additionally, card related interchange income increased $0.6 million. The Santander branches, which were acquired on September 6, 2019, contributed $0.1 million in noninterest income during the third quarter of 2019.

61
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 three months ended September 30: 
 
 
2019
 
2018
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
28,674

 
$
26,553

 
$
2,121

 
8
 %
Net occupancy
 
4,521

 
4,341

 
180

 
4

Furniture and equipment
 
3,904

 
3,424

 
480

 
14

Data processing
 
2,825

 
2,853

 
(28
)
 
(1
)
Advertising and promotion
 
1,140

 
1,200

 
(60
)
 
(5
)
Pennsylvania shares tax
 
1,189

 
1,248

 
(59
)
 
(5
)
Intangible amortization
 
865

 
817

 
48

 
6

Collection and repossession
 
649

 
630

 
19

 
3

Other professional fees and services
 
969

 
962

 
7

 
1

FDIC insurance
 
35

 
217

 
(182
)
 
(84
)
Other operating
 
5,928

 
6,645

 
(717
)
 
(11
)
Subtotal
 
50,699

 
48,890

 
1,809

 
4

Loss on sale or write-down of assets
 
152

 
181

 
(29
)
 
(16
)
Merger and acquisition related
 
3,738

 
24

 
3,714

 
15,475

Litigation and operational losses
 
308

 
435

 
(127
)
 
(29
)
Total noninterest expense
 
$
54,897

 
$
49,530

 
$
5,367

 
11
 %

Noninterest expense, excluding loss on sale or write-down of assets, litigation and operational losses and merger and acquisition related expenses, increased $1.8 million, or 4%, for the three months ended September 30, 2019 compared to the same period in 2018. Merger and acquisition related expenses totaled $3.7 million in the third quarter of 2019. Contributing to the higher expenses in 2019 is a $2.1 million increase in salaries and employee benefits as a result of a higher number of full-time equivalent employees, annual merit increases and a $0.8 million increase in hospitalization expense. The higher number of employees is a result of the Santander branch acquisition in September 2019 as well as continued expansion of our mortgage and commercial banking businesses. Partially offsetting the increase is a $0.7 million decrease in other operating expense, which is primarily due to a $0.5 million decrease in unfunded commitment expense. Operating expenses related to the Santander branches, which were acquired on September 6, 2019, resulted in $0.8 million in noninterest expense during the third quarter of 2019.

FDIC insurance decreased $0.2 million in comparison to the prior period as a result of a $0.6 million assessment credit received in the third quarter of 2019. This credit is a result of the FDIC deposit insurance fund reaching the required minimum reserve ratio. The company has $1.3 million in remaining credits that will offset FDIC expense in future quarters.

Total noninterest expense increased $5.4 million for the three months ended September 30, 2019 compared to the same period in 2018. Include in this increase is a $3.7 million increase in merger and acquisition expense. The acquisition of Santander was completed in September 2019 with no similar activity in the third quarter of 2018.
Income Tax
The provision for income taxes increased $0.4 million for the three months ended September 30, 2019, compared to the corresponding period in 2018.  The effective tax rate increased 20 basis points from 19.1% to 19.3% due to the increase in income before income taxes as well as certain deduction limitations included in the Tax Cuts and Jobs Act passed in December 2017.
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 September 30, 2019 and 2018.
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

62
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



the first nine months of 2019, the maturity and redemption of investment securities provided $169.6 million in liquidity. These funds contributed to the liquidity used to pay down of short-term borrowings, originate loans, purchase investment securities and fund depositor withdrawals. Additionally, in September 2019, $243.3 million in short-term borrowings were paid off with proceeds from the Santander branch acquisition.
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 September 30, 2019, our maximum borrowing capacity under this program was $1.2 billion and as of that date there was $4.7 million outstanding with an average weighted rate of 1.46% and an average original term of 336 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 September 30, 2019, the borrowing capacity under this program totaled $840.5 million and there were no amounts outstanding. As of September 30, 2019, our maximum borrowing capacity at the FHLB of Pittsburgh was $1.5 billion and as of that date amounts used against this capacity included $0.1 billion in outstanding borrowings and no outstanding letters of credit.
We also have available unused federal funds lines with six correspondent banks. These lines have an aggregate commitment of $205.0 million with $7.0 million outstanding balance as of September 30, 2019. In addition, we have available unused repo lines with three correspondent banks. These lines have an aggregate commitment of $488.4 million with no outstanding balance as of September 30, 2019.
First Commonwealth Financial Corporation has an unsecured $20 million line of credit with another financial institution. As of September 30, 2019, 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 following table shows a breakdown of the components of First Commonwealth’s deposits: 
 
 
September 30, 2019
 
December 31, 2018
 
 
(dollars in thousands)
Noninterest-bearing demand deposits(a)
 
$
1,657,507

 
$
1,466,213

Interest-bearing demand deposits(a)
 
263,312

 
180,209

Savings deposits(a)
 
3,867,034

 
3,401,354

Time deposits
 
890,143

 
850,216

Total
 
$
6,677,996

 
$
5,897,992

(a)
Balances include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.
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.
During the first nine months of 2019, total deposits increased $780.0 million, with $470.8 million of that increase related to the acquisition of 14 branches from Santander. The acquisition provided for an additional $86.6 million in noninterest-bearing deposits, $312.0 million in interest bearing demand and savings deposits and $72.2 million in time deposits. Exclusive of the acquisition, interest bearing demand and savings deposits increased $236.8 million, noninterest-bearing demand deposits increased $104.7 million and time deposits decreased $32.3 million.
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 0.80 and 0.74 at September 30, 2019 and December 31, 2018, 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.

63
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



 
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.

The following is the gap analysis as of September 30, 2019 and December 31, 2018: 
 
 
September 30, 2019
 
 
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
 
$
2,773,709

 
$
303,122

 
$
475,440

 
$
3,552,271

 
$
1,970,024

 
$
569,937

Investments
 
90,752

 
72,881

 
127,711

 
291,344

 
565,144

 
315,253

Other interest-earning assets
 
16,408

 
—

 
—

 
16,408

 
—

 
—

Total interest-sensitive assets (ISA)
 
2,880,869

 
376,003

 
603,151

 
3,860,023

 
2,535,168

 
885,190

Certificates of deposit
 
174,941

 
113,576

 
275,779

 
564,296

 
323,213

 
2,634

Other deposits
 
4,130,346

 
—

 
—

 
4,130,346

 
—

 
—

Borrowings
 
156,125

 
228

 
466

 
156,819

 
104,262

 
57,058

Total interest-sensitive liabilities (ISL)
 
4,461,412

 
113,804

 
276,245

 
4,851,461

 
427,475

 
59,692

Gap
 
$
(1,580,543
)
 
$
262,199

 
$
326,906

 
$
(991,438
)
 
$
2,107,693

 
$
825,498

ISA/ISL
 
0.65

 
3.30

 
2.18

 
0.80

 
5.93

 
14.83

Gap/Total assets
 
19.39
%
 
3.22
%
 
4.01
%
 
12.16
%
 
25.85
%
 
10.13
%

 
 
 
December 31, 2018
 
 
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
 
$
2,659,890

 
$
291,134

 
$
439,098

 
$
3,390,122

 
$
1,802,605

 
$
569,659

Investments
 
81,971

 
60,654

 
99,288

 
241,913

 
612,407

 
468,916

Other interest-earning assets
 
3,013

 
—

 
—

 
3,013

 
—

 
—

Total interest-sensitive assets (ISA)
 
2,744,874

 
351,788

 
538,386

 
3,635,048

 
2,415,012

 
1,038,575

Certificates of deposit
 
116,469

 
116,664

 
276,101

 
509,234

 
338,148

 
2,834

Other deposits
 
3,581,563

 
—

 
—

 
3,581,563

 
—

 
—

Borrowings
 
794,206

 
218

 
443

 
794,867

 
54,080

 
57,932

Total interest-sensitive liabilities (ISL)
 
4,492,238

 
116,882

 
276,544

 
4,885,664

 
392,228

 
60,766

Gap
 
$
(1,747,364
)
 
$
234,906

 
$
261,842

 
$
(1,250,616
)
 
$
2,022,784

 
$
977,809

ISA/ISL
 
0.61

 
3.01

 
1.95

 
0.74

 
6.16

 
17.09

Gap/Total assets
 
22.32
%
 
3.00
%
 
3.34
%
 
15.98
%
 
25.84
%
 
12.49
%

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.

64
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



 
 
 
Net interest income change (12 months) for basis point movements of:
 
 
-200
 
-100
 
+100
 
+200
 
 
(dollars in thousands)
September 30, 2019 ($)
 
$
(19,404
)
 
$
(8,065
)
 
$
3,996

 
$
6,551

September 30, 2019 (%)
 
(7.05
)%
 
(2.93
)%
 
1.45
%
 
2.38
%
 
 
 
 
 
 
 
 
 
December 31, 2018 ($)
 
$
(16,914
)
 
$
(6,442
)
 
$
1,368

 
$
2,587

December 31, 2018 (%)
 
(6.32
)%
 
(2.41
)%
 
0.51
%
 
0.97
%
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)
September 30, 2019 ($)
 
$
(42,480
)
 
$
(15,993
)
 
$
6,333

 
$
10,170

September 30, 2019 (%)
 
(15.42
)%
 
(5.81
)%
 
2.30
%
 
3.69
%
 
 
 
 
 
 
 
 
 
December 31, 2018 ($)
 
$
(37,239
)
 
$
(14,277
)
 
$
10,674

 
$
20,597

December 31, 2018 (%)
 
(13.90
)%
 
(5.33
)%
 
3.99
%
 
7.69
%
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 nine months ended September 30, 2019 and 2018, the cost of our interest-bearing liabilities averaged 1.08% and 0.71%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 4.55% and 4.25%, respectively.
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 $4.8 million at September 30, 2019 and is classified in "Other liabilities" on the Consolidated Statements of Financial Condition.
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 nine months of 2019, 26 loans totaling $7.4 million were identified as troubled debt restructurings.

65
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The balance of troubled debt restructured loans decreased $1.4 million from December 31, 2018. Changes during the first nine months of 2019 are largely the result of the pay-off of a $6.0 million commercial, financial, agricultural and other relationship. 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, increased $3.3 million to $35.3 million at September 30, 2019 compared to $32.0 million at December 31, 2018. During the nine months ended September 30, 2019, $17.1 million of loans were moved to nonaccrual. Offsetting these additions was the payoff of a $6.0 million commercial, financial, agricultural and other relationship, payoffs of $5.0 million related to two commercial real estate loans, the charge-off of a $0.5 million commercial, financial, agricultural and other loan and the $0.3 million charge-off of a commercial real estate loan.
The allowance for credit losses as a percentage of nonperforming loans was 141.64% as of September 30, 2019, compared to 149.14% at December 31, 2018, and 127.35% at September 30, 2018. 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 $1.5 million and general reserves of $48.5 million as of September 30, 2019. Specific reserves decreased $0.1 million from December 31, 2018, and decreased $3.8 million from September 30, 2018. The decrease from September 30, 2018 is primarily due to the payoff of two commercial relationships totaling $14.3 million and the sale of a $3.7 million dollar commercial relationship. These three relationships had total specific reserves of $9.0 million. Management believes that the allowance for credit losses is at a level deemed sufficient to absorb losses inherent in the loan portfolio at September 30, 2019.
Criticized loans totaled $128.7 million at September 30, 2019 and represented 2.1% of the loan portfolio. The level of criticized loans increased as of September 30, 2019 when compared to December 31, 2018, by $1.5 million, or 1.1%. Classified loans totaled $50.7 million at September 30, 2019 compared to $40.2 million at December 31, 2018, an increase of $10.5 million, or 26.0%. The increase in criticized loans is primarily the result of the aforementioned changes in nonperforming loans. Delinquency on accruing loans for the same period increased $4.1 million, or 39.6%, the majority of which are commercial, financial, agricultural and other loans and commercial real estate loans.
The allowance for credit losses was $50.0 million at September 30, 2019, or 0.82% of total loans outstanding, compared to 0.83% reported at December 31, 2018, and 0.90% at September 30, 2018. 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 0.80% at September 30, 2019 compared to 0.80% at December 31, 2018 and 0.81% at September 30, 2018. General reserves as a percentage of non-impaired originated loans were 0.87% at September 30, 2019 compared to 0.88% at December 31, 2018 and 0.89% at September 30, 2018.

66
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:
 
 
 
September 30,
 
 
 
December 31, 2018
 
 
 
 
2019
 
 
 
2018
 
 
 
 
 
(dollars in thousands)
 
 
Nonperforming Loans:
 
 
 
 
Loans on nonaccrual basis
 
$
16,227

 
  
 
$
17,921

 

 
$
11,509

 
  
Loans held for sale on a nonaccrual basis
 
—

 
  
 
—

 
  
 
—

 
  
Troubled debt restructured loans on nonaccrual basis
 
11,074

 
  
 
13,876

 
  
 
11,761

 
  
Troubled debt restructured loans on accrual basis
 
8,024

 
  
 
8,052

 
  
 
8,757

 
  
Total nonperforming loans
 
$
35,325

 
  
 
$
39,849

 
  
 
$
32,027

 
  
Loans past due 30 to 90 days and still accruing
 
$
12,387

 
 
 
$
10,702

 
 
 
$
8,760

 
 
Loans past due in excess of 90 days and still accruing
 
$
2,054

 
  
 
$
1,647

 
  
 
$
1,582

 
  
Other real estate owned
 
$
1,622

 
  
 
$
3,874

 
  
 
$
3,935

 
  
Loans held for sale at end of period
 
$
20,288

 
 
 
$
8,287

 
 
 
$
11,881

 
 
Portfolio loans outstanding at end of period
 
$
6,099,561

 
  
 
$
5,662,782

 

 
$
5,774,139

 
  
Average loans outstanding
 
$
5,935,427

 
(a) 
 
$
5,541,600

 
(a) 
 
$
5,582,651

 
(b) 
Nonperforming loans as a percentage of total loans
 
0.58
%
 
 
 
0.70
%
 
 
 
0.55
%
 
 
Provision for credit losses
 
$
9,638

 
(a) 
 
$
11,032

 
(a) 
 
$
12,531

 
(b) 
Allowance for credit losses
 
$
50,035

 
  
 
$
50,746

 
  
 
$
47,764

 
  
Net charge-offs
 
$
7,367

 
(a) 
 
$
8,584

 
(a) 
 
$
13,065

 
(b) 
Net charge-offs as a percentage of average loans outstanding (annualized)
 
0.17
%
 
 
 
0.21
%
 
 
 
0.23
%
 
 
Provision for credit losses as a percentage of net charge-offs
 
130.83
%
 
(a) 
 
128.52
%
 
(a) 
 
95.91
%
 
(b) 
Allowance for credit losses as a percentage of end-of-period loans outstanding (c)
 
0.82
%
 
 
 
0.90
%
 
 
 
0.83
%
 
 
Allowance for credit losses as a percentage of end-of-period originated loans outstanding
 
0.90
%
 
 
 
0.99
%
 
 
 
0.91
%
 
 
Allowance for credit losses as a percentage of nonperforming loans (d)
 
141.64
%
 
 
 
127.35
%
 
 
 
149.14
%
 
 
 
(a)
For the nine-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:
 
 
 
September 30, 2019
 
December 31, 2018
 
 
Amount
 
%
 
Amount
 
%
 
 
(dollars in thousands)
Commercial, financial, agricultural and other
 
$
1,210,936

 
20
%
 
$
1,138,473

 
20
%
Real estate construction
 
420,281

 
7

 
358,978

 
6

Residential real estate
 
1,666,220

 
27

 
1,562,405

 
27

Commercial real estate
 
2,124,240

 
35

 
2,123,544

 
37

Loans to individuals
 
677,884

 
11

 
590,739

 
10

Total loans and leases net of unearned income
 
$
6,099,561

 
100
%
 
$
5,774,139

 
100
%
During the nine months ended September 30, 2019, loans increased $325.4 million, or 5.6%, compared to balances outstanding at December 31, 2018, of which $100.0 million was acquired at the time of the Santander branch acquisition. All loan categories reflect growth for the nine months ended September 30, 2019, with residential real estate, loans to individuals and commercial, financial, agricultural providing a majority of the growth. Commercial, financial, agricultural and other loans increased $72.5 million, or 6.4%, largely due to growth in direct lending in Pennsylvania and Ohio. Loans acquired from

67
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Santander accounted for $7.0 million of the growth in this category. Real estate construction loans increased $61.3 million, or 17.1%, with $55.2 million resulting from growth in commercial construction projects primarily in Pennsylvania and Ohio and $27.7 million due to growth in consumer construction. Residential real estate grew $103.8 million, primarily due to $71.8 million acquired as part of the Santander branch acquisition and continued growth in residential mortgages. Loans to individuals increased $87.1 million as a result of growth in the indirect portfolio and $11.8 million in loans acquired from Santander.
As indicated in the table below, commercial, financial, agricultural and other, residential real estate and commercial real estate loans represented a significant portion of the nonperforming loans as of September 30, 2019. See discussions related to the provision for credit losses and loans for more information.
 
 
For the Nine Months Ended September 30, 2019
 
As of September 30, 2019
 
 
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
 
$
1,952

 
26.50
 %
 
0.05
%
 
$
10,975

 
31.07
%
 
0.18
%
Real estate construction
 
(158
)
 
(2.14
)
 
—

 
—

 
—

 
—

Residential real estate
 
427

 
5.79

 
0.01

 
12,651

 
35.81

 
0.21

Commercial real estate
 
1,521

 
20.64

 
0.03

 
11,294

 
31.97

 
0.18

Loans to individuals
 
3,625

 
49.21

 
0.08

 
405

 
1.15

 
0.01

Total loans, net of unearned income
 
$
7,367

 
100.00
 %
 
0.17
%
 
$
35,325

 
100.00
%
 
0.58
%
Net charge-offs for the nine months ended September 30, 2019 totaled $7.4 million, compared to $8.6 million for the nine months ended September 30, 2018. The most significant charge-offs during the nine months ended September 30, 2019 included a $1.3 million charge-off, a $0.5 million charge-off and a $0.3 million charge-off for three commercial customers and $3.6 million in net charge-offs related to loans to individuals, primarily indirect auto loans and personal credit lines. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At September 30, 2019, shareholders’ equity was $1.0 billion, an increase of $63.6 million from December 31, 2018. The increase was primarily the result of $78.5 million in net income, $3.5 million in treasury stock sales and an increase of $17.4 million in the fair value of available for sale investments. These increases were partially offset by $29.6 million of dividends paid to shareholders and $6.2 million of common stock repurchases. Cash dividends declared per common share were $0.30 and $0.26 for the nine months ended September 30, 2019 and 2018, 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.
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 included higher minimum capital requirements, as the 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 rules improved 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, which was fully phased-in as of January 1, 2019, 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.

68
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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.
During the second quarter of 2018, First Commonwealth Bank, the Company's banking subsidiary, issued $100 million in subordinated debt, which under the regulatory rules qualifies as Tier II capital. This subordinated debt issuance increased the total risk-based capital ratio by 160 basis points.
As of September 30, 2019, 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
 
Required to be Considered Well Capitalized
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
(dollars in thousands)
Total Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
935,130

 
14.11
%
 
$
695,859

 
10.50
%
 
$
662,723

 
10.00
%
First Commonwealth Bank
897,035

 
13.56

 
694,517

 
10.50

 
661,445

 
10.00

Tier I Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
782,068

 
11.80
%
 
$
563,315

 
8.50
%
 
$
530,178

 
8.00
%
First Commonwealth Bank
743,973

 
11.25

 
562,228

 
8.50

 
529,156

 
8.00

Tier I Capital to Average Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
782,068

 
10.13
%
 
$
308,930

 
4.00
%
 
$
386,163

 
5.00
%
First Commonwealth Bank
743,973

 
9.65

 
308,358

 
4.00

 
385,447

 
5.00

Common Equity Tier I to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
712,068

 
10.74
%
 
$
463,906

 
7.00
%
 
$
430,770

 
6.50
%
First Commonwealth Bank
743,973

 
11.25

 
463,012

 
7.00

 
429,939

 
6.50

On October 29, 2019, First Commonwealth Financial Corporation declared a quarterly dividend of $0.10 per share payable on November 22, 2019 to shareholders of record as of November 8, 2019. 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.
On March 4, 2019 a share repurchase program was authorized by the Board of Directors for up to an additional $25.0 million in shares of the Company's common stock. As of September 30, 2019, 177,723 common shares were repurchased at an average price of $12.37 per share. First Commonwealth may suspend or discontinue the program at any time.

69
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.

70
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 6, "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, 2018.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
On March 4, 2019, a share repurchase program was authorized for up to $25.0 million in shares of the Company's common stock. The following table details the amount of shares repurchased under this program during the third quarter of 2019:
Month Ending:
Total Number of
Shares
Purchased
 
Average Price
Paid per Share
(or Unit)
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs*
July 30, 2019
—

 
$
—

 
—

 
1,611,490

August 31, 2019
177,723

 
12.37

 
—

 
1,616,178

September 30, 2019
—

 
—

 
—

 
1,505,431

Total
177,723

 
$
12.37

 
—

 
 
 
 
 
 
 
 
 
 
* Remaining number of shares approved under the Plan is based on the market value of the Company's common stock of $13.77 at July 30, 2019, $12.37 at August 31, 2019 and $13.28 at September 30, 2019.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable

ITEM 5.
OTHER INFORMATION
None

71
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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Consolidated Financial Statements. Note that XBRL tags are embedded within the document.

  
Filed herewith

72

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: November 7, 2019
 
/s/ T. Michael Price
 
 
T. Michael Price
President and Chief Executive Officer
 
 
DATED: November 7, 2019
 
/s/ James R. Reske
 
 
James R. Reske
Executive Vice President, Chief Financial Officer and Treasurer


73

What is the market capitalization of a company?

The market capitalization sometimes referred as Marketcap, is the value of a publicly listed company.
In most cases it can be easily calculated by multiplying the share price with the amount of outstanding shares.

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