<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-11242
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.)
22 North Sixth 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 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 .
Number of shares outstanding of issuer's common stock, $1.00 Par Value as
of November 11, 1999 was 29,117,916.
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Included in Part I of this report: PAGE
First Commonwealth Financial Corporation and
Subsidiaries Consolidated Balance Sheets . . . . . 3
Consolidated Statements of Income. . . . . . . . . 4
Consolidated Statements of Changes in
Shareholders' Equity . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows. . . . . . . 6
Notes to Consolidated Financial Statements . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK . . . . . . . . . . . . . . . . . . . . . . . . 28
PART II - OTHER INFORMATION
Other Information . . . . . . . . . . . . . . . . . . . . . . 29
Signatures . . . . . . . . . . . . . . . . . . . . Signature Page
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
September 30, December 31,
1999 1998
ASSETS
Cash and due from banks on demand.... $ 76,437 $ 96,615
Interest-bearing deposits with banks. 2,744 1,914
Federal funds sold .................. 15,575 1,000
Securities available for sale, at
market.............................. 1,177,454 1,042,636
Securities held to maturity, at cost,
(Market value $468,364 in 1999 and
$486,185 in 1998).................. 476,350 482,696
Loans................................ 2,441,623 2,382,229
Unearned income.................... (4,232) (7,379)
Allowance for credit losses........ (34,197) (32,304)
Net loans....................... 2,403,194 2,342,546
Property and equipment............... 40,979 41,929
Other real estate owned.............. 1,628 2,370
Other assets......................... 128,387 85,083
TOTAL ASSETS.................... $4,322,748 $4,096,789
LIABILITIES
Deposits (all domestic):
Noninterest-bearing................ $ 240,300 $ 264,082
Interest-bearing................... 2,694,392 2,667,049
Total deposits.................. 2,934,692 2,931,131
Short-term borrowings................ 330,960 140,547
Other liabilities.................... 37,707 38,856
Company obligated mandatorily
redeemable capital securities of
subsidiary trust.................... 35,000 -0-
Other long-term debt................. 638,288 630,850
Total long-term debt............ 673,288 630,850
Total liabilities............... 3,976,647 3,741,384
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value per
share, 3,000,000 shares authorized,
none issued........................ -0- -0-
Common stock $1 par value per share,
100,000,000 shares authorized;
31,262,706 shares issued; 31,017,993
and 30,937,973 shares outstanding in
1999 and 1998, respectively........ 31,263 31,263
Additional paid-in capital........... 99,677 100,240
Retained earnings.................... 253,466 235,623
Accumulated other comprehensive income (26,838) 2,199
Treasury stock (244,713 shares at
September 30, 1999 and 324,733 at
December 31, 1998, at cost)........ (4,456) (5,913)
Unearned ESOP shares................. (7,011) (8,007)
Total shareholders' equity......... 346,101 355,405
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY.......... $4,322,748 $4,096,789
The accompanying notes are an integral part of these consolidated financial
statements.
3
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
For the Quarter For the 9 Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans............ $49,204 $51,286 $145,896 $153,937
Interest and dividends on investments:
Taxable interest.................... 22,924 18,273 65,484 51,300
Interest exempt from Federal income
taxes.............................. 2,407 1,783 7,004 4,698
Dividends........................... 797 577 2,235 1,492
Interest on Federal funds sold........ 18 405 77 1,291
Interest on bank deposits............. 10 84 101 156
Total interest income.............. 75,360 72,408 220,797 212,874
Interest Expense
Interest on deposits.................. 25,774 28,700 77,214 85,880
Interest on short-term borrowings..... 3,456 2,909 8,737 9,162
Interest on company obligated
mandatorily redeemable capital
securities of subsidiary trust....... 175 -0- 175 -0-
Interest on other long-term debt...... 8,749 6,785 25,757 16,576
Total interest on long-term debt... 8,924 6,785 25,932 16,576
Total interest expense............. 38,154 38,394 111,883 111,618
Net Interest Income..................... 37,206 34,014 108,914 101,256
Provision for credit losses........... 2,363 2,857 6,913 7,957
Net interest income after provision for
credit losses......................... 34,843 31,157 102,001 93,299
Other Income
Securities gains...................... 2 1,657 565 2,639
Trust income.......................... 1,265 1,477 4,288 4,105
Service charges on deposit accounts... 2,468 2,521 6,759 6,585
Gain on sale of loans................. 122 85 5,024 178
Other income.......................... 2,726 1,716 7,773 5,820
Total other income................. 6,583 7,456 24,409 19,327
Other Expenses
Salaries and employee benefits........ 12,039 12,242 37,637 36,719
Net occupancy expense................. 1,583 1,706 4,948 5,165
Furniture and equipment expense....... 1,349 1,564 4,317 4,563
Data processing expense............... 804 773 2,468 2,322
Pennsylvania shares tax expense....... 882 794 2,612 2,390
Other operating expenses.............. 6,213 5,926 18,569 17,619
Total other expenses............... 22,870 23,005 70,551 68,778
Income before income taxes.............. 18,556 15,608 55,859 43,848
Applicable income taxes............... 4,804 4,063 15,276 11,827
Net income.............................. $13,752 $11,545 $40,583 $32,021
Average Shares Outstanding..............30,645,187 30,751,603 30,607,997 30,775,934
Average Shares Outstanding
Assuming Dilution.....................30,745,973 30,898,079 30,717,017 30,953,058
Per Share Data:
Basic earnings per share.............. $ 0.45 $ 0.38 $ 1.33 $ 1.04
Diluted earnings per share............ $ 0.45 $ 0.37 $ 1.32 $ 1.03
Cash dividends per share.............. $ 0.26 $ 0.22 $ 0.75 $ 0.66
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
4
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other Unearned Total
Common Paid-in Retained Comprehensive Treasury ESOP Shareholders'
Stock Capital Earnings Income Stock Shares Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997......$31,661 $106,659 $228,230 $ 2,156 $(11,947) $(2,436) $354,323
Comprehensive income
Net income...................... -0- -0- 32,021 -0- -0- -0- 32,021
Other comprehensive income, net
of tax: Unrealized holding gains
on securities arising during
the period................... -0- -0- -0- 5,570 -0- -0- 5,570
Less: reclassification adjust-
ment for gains on securities
included in net income....... -0- -0- -0- (1,699) -0- -0- (1,699)
Total other comprehensive
income....................... -0- -0- -0- 3,871 -0- -0- 3,871
Total comprehensive income...... -0- -0- 32,021 3,871 -0- -0- 35,892
Cash dividends declared......... -0- -0- (17,791) -0- -0- -0- (17,791)
Increase in unearned ESOP shares -0- 64 -0- -0- -0- (3,571) (3,507)
Discount on dividend reinvestment
plan purchases................ -0- (757) -0- -0- -0- -0- (757)
Treasury stock acquired......... -0- -0- -0- -0- (2,123) -0- (2,123)
Treasury stock reissued......... -0- (38) -0- -0- 2,237 -0- 2,199
Balance at September 30, 1998.....$31,661 $105,928 $242,460 $ 6,027 $(11,833) $(6,007) $368,236
Balance at December 31, 1998......$31,263 $100,240 $235,623 $ 2,199 $ (5,913) $(8,007) $355,405
Comprehensive income
Net income...................... -0- -0- 40,583 -0- -0- -0- 40,583
Other comprehensive income, net
of tax: Unrealized holding gains
(losses) on securities arising
during the period............ -0- -0- -0- (28,671) -0- -0- (28,671)
Less: reclassification adjust-
ment for gains on securities
included in net income....... -0- -0- -0- (366) -0- -0- (366)
Total other comprehensive
income....................... -0- -0- -0- (29,037) -0- -0- (29,037)
Total comprehensive income...... -0- -0- 40,583 (29,037) -0- -0- 11,546
Cash dividends declared......... -0- -0- (22,740) -0- -0- -0- (22,740)
Decrease in unearned ESOP shares -0- -0- -0- -0- -0- 996 996
Discount on dividend reinvestment
plan purchases................ -0- (296) -0- -0- -0- -0- (296)
Treasury stock reissued......... -0- (267) -0- -0- 1,457 -0- 1,190
Balance at September 30, 1999.....$31,263 $ 99,677 $253,466 $(26,838) $ (4,456) $(7,011) $346,101
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
For the 9 Months
Ended September 30,
1999 1998
Operating Activities
Net income....................................... $40,583 $32,021
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for credit losses................... 6,913 7,957
Depreciation and amortization................. 5,750 5,271
Net gains on sales of assets.................. (5,266) (2,703)
Income from increase in cash surrender value
of bank owned life insurance................. (1,591) (1,044)
Increase in interest receivable............... (1,722) (2,647)
Increase (decrease) in interest payable....... (1,543) 1,032
Increase in income taxes payable.............. 2,258 843
Change in deferred taxes...................... (2,041) 1,176
Other-net..................................... (9,882) (3,976)
Net cash provided by operating activities... 33,459 37,930
Investing Activities
Transactions with securities held to maturity:
Proceeds from sales........................... -0- -0-
Proceeds from maturities and redemptions...... 99,549 160,573
Purchases..................................... (93,151) (155,205)
Transactions with securities available for sale:
Proceeds from sales........................... 38,583 139,831
Proceeds from maturities and redemptions...... 156,889 124,216
Purchases..................................... (374,201) (552,142)
Proceeds from sales of loans and other assets.... 94,327 30,371
Sale of subsidiary............................... (2,396) -0-
Investment in bank owned life insurance.......... (20,000) -0-
Net decrease (increase) in time deposits with
banks........................................... (837) 2,624
Net increase in loans............................ (156,133) (16,775)
Purchases of premises and equipment.............. (3,736) (5,841)
Net cash used by investing activities....... (261,106) (272,348)
Financing Activities
Repayments of long-term debt..................... (204) (19,804)
Proceeds from issuance of long-term debt......... 9,000 304,800
Proceeds from issuance of company obligated
mandatorily redeemable capital securities of
subsidiary trust............................... 35,000 -0-
Discount on dividend reinvestment plan purchases. (296) (757)
Dividends paid................................... (20,256) (17,776)
Net increase (decrease) in Federal funds
purchased....................................... 39,025 (108,650)
Net increase in other short-term borrowings...... 151,389 12,648
Net increase in deposits......................... 7,196 47,136
Purchase of treasury stock....................... -0- (2,123)
Proceeds from sale of treasury stock............. 1,190 2,199
Net cash provided by financing activities... 222,044 217,673
Net increase (decrease) in cash and cash
equivalents................................ (5,603) (16,745)
Cash and cash equivalents at January 1............. 97,615 112,380
Cash and cash equivalents at September 30.......... $92,012 $ 95,635
The accompanying notes are an integral part of these consolidated financial
statements.
6
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
NOTE 1 Management Representation
In the opinion of management, the unaudited interim consolidated
financial statements include all adjustments (consisting of only
normal recurring adjustments) necessary for a fair statement of
financial position as of September 30, 1999 and the results of
operations for the three month and nine month periods ended
September 30, 1999 and 1998, and statements of cash flows and
changes in shareholders' equity for the nine month periods ended
September 30, 1999 and 1998. The results of the three and nine
months ended September 30, 1999 and 1998 are not necessarily
indicative of the results to be expected for the entire year.
The interim consolidated financial statements should be read in
conjunction with the annual consolidated financial statements of
First Commonwealth Financial Corporation and Subsidiaries,
including the notes thereto.
NOTE 2 Cash Flow Disclosures (dollar amounts in thousands)
1999 1998
Cash paid during the first nine
months of the year for:
Interest $113,426 $104,913
Income Taxes $ 14,850 $ 10,424
Noncash investing and financing
activities:
ESOP borrowings $ -0- $ 4,000
ESOP loan reductions $ 996 $ 429
Loans transferred to other real
estate owned and repossessed
assets $ 3,351 $ 4,777
NOTE 3 Comprehensive Income Disclosures
The following table identifies the related tax effects allocated
to each component of other comprehensive income in the Statements
of Changes in Shareholders' Equity: (dollar amounts in thousands)
<TABLE>
<CAPTION>
September 30, 1999 September 30, 1998
Tax Net of Tax Net of
Pre-tax (Expense) Tax Pre-tax (Expense) Tax
Amount Benefit Amount Amount Benefit Amount
<S> <C> <C> <C> <C> <C> <C>
Unrealized gains (losses) on securities:
Unrealized holding gains (losses)
arising during the period $(44,110) $15,439 $(28,671) $8,535 $(2,965) $5,570
Less: reclassification adjustment for
gains realized in net income (563) 197 (366) (2,614) 915 (1,699)
Net unrealized gains (losses) (44,673) 15,636 (29,037) 5,921 (2,050) 3,871
Other comprehensive income $(44,673) $15,636 $(29,037) $5,921 $(2,050) $3,871
</TABLE>
7
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
NOTE 4 Business Combination
Effective December 31, 1998, the Corporation acquired all of the
outstanding shares of Southwest National Corporation
("Southwest"), a Pennsylvania-chartered bank holding company
headquartered in Greensburg, Pennsylvania. Each of the 3,043,738
outstanding shares of Southwest National Corporation were
exchanged for 2.9 shares of the Corporation's common stock. The
aggregate number of shares issued by the Corporation, excluding
partial shares was 8,826,078. The merger was accounted for as a
pooling of interests, and accordingly, all financial statements
were restated as though the merger had occurred at the beginning
of the earliest period presented.
NOTE 5 New Accounting Pronouncements
Effective January 1, 1999, the Corporation adopted the Financial
Accounting Standards Board Statement No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Mortgage Banking Enterprise"
("FAS No. 134"). FAS No. 134 amends FAS No. 65 "Accounting for
Certain Mortgage Banking Activities". FAS No. 65 required that
after the securitization of mortgage loans held for sale, an
entity engaged in mortgage banking activities classify the
resulting mortgage-backed securities as trading securities while
FAS No. 134 requires the resulting mortgage-backed securities or
other retained interests be classified based on the entity's
ability and intent to sell or hold those investments. On the
date FAS No. 134 is initially applied, an enterprise may
reclassify mortgage backed securities and other beneficial
interests retained after the securitization of mortgage loans
held for sale from the trading category, except for those with
sales commitments in place. The Corporation currently holds no
mortgage backed securities or other beneficial interests retained
after the securitization of mortgage loans held for sale. The
adoption of FAS No. 134 did not have a material impact on the
Corporation's financial condition or results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB")
issued statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS No. 133"). FAS No. 133 establishes
accounting and reporting standards for derivative instruments and
for hedging activities which require that an entity recognize all
derivatives as either assets or liabilities in a balance sheet
and measure those instruments at fair value. FAS No. 133 was
amended by FASB statement No. 137 in June 1999. FAS No. 137
delays the effective date of FAS No. 133 to the first quarter of
years beginning after June 15, 2000. Management believes that
adoption of FAS No. 133 will not have a material impact on the
Corporation's financial condition or results of operations.
8
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
NOTE 6 Sale of Subsidiary
Effective April 1, 1999 the Corporation sold all of the
outstanding common stock of BSI Financial Services Inc. ("BSI"),
a wholly-owned subsidiary of the Corporation, to First Bank
Richmond headquartered in Richmond, Indiana. Cash proceeds in
the amount of $1.7 million were received, resulting in a loss on
sale of $202 thousand which has been reflected in the financial
statements. BSI provided mortgage banking, loan servicing and
collection services to the Corporation's subsidiary banks and
unaffiliated organizations. Services performed by BSI for the
subsidiary banks have been transferred to the subsidiary banks or
other nonbank subsidiaries of the Corporation.
NOTE 7 Capital Securities Offering
The Corporation established First Commonwealth Capital Trust I
("the Trust"), a Delaware business trust on August 16, 1999. The
Trust issued 25,000 capital securities (liquidation amount of $25
million) on September 8, 1999 and 10,000 capital securities
(liquidation amount of $10 million) on September 22, 1999 through
a private offering to qualified investors. Additionally, the
Trust issued common securities to the Corporation. The Trust
used the proceeds from these sales to buy a series of 9.50%
junior subordinated deferrable interest debentures due 2029 from
the Corporation with the same economic terms as the capital
securities. The Trust will distribute the cash payments it
receives from the Corporation on the debentures to the holders of
the capital securities and the common securities. For each
capital security, the investor will receive cumulative cash
distributions accumulating from September 8, 1999 at an annual
rate of 9.50% of the liquidation amount of $1,000 per capital
security, on March 1 and September 1 of each year, beginning
March 1, 2000. The Corporation may defer interest payments on
the debentures at any time, and from time to time, for up to ten
consecutive semi-annual periods with respect to each deferral
period. If the Corporation does defer interest payments, the
Trust will also defer payment of distributions on the capital
securities to the investors. However, deferred distributions
will themselves accumulate distributions at an annual rate of
9.50%.
The Trust will redeem all of the outstanding capital securities
when the debentures are paid at maturity on September 1, 2029.
Subject to receiving prior approval of the Board of Governors of
the Federal Reserve System the Corporation may redeem the
debentures, in whole or in part, at any time on or after
September 1, 2009, at a redemption price equal to 104.750% of the
principal amount of the debentures on September 1, 2009,
declining ratably on each September 1, thereafter to 100% on or
after September 1, 2019, plus accrued and unpaid interest to the
date of redemption. The Corporation may also redeem the
debentures prior to September 1, 2009, upon the occurrence of
certain tax and bank regulatory events, subject to receiving
prior approval of the Board of Governors of the Federal Reserve
9
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
NOTE 7 Capital Securities Offering (Continued)
System. If the Corporation redeems any debentures before their
maturity, the Trust will use the cash it receives on the
redemption of the debentures to redeem, on a pro rata basis,
capital securities and common securities having an aggregate
liquidation amount equal to the aggregate principal amount of the
debentures redeemed.
The net proceeds (after deduction of offering expenses and the
initial purchaser's commission) from the sale of the debentures
to the Trust were approximately $34.2 million. The Corporation
used the net proceeds from the issuance of the debentures to
partially finance the purchase of 1,909,710 shares of its
outstanding common stock (approximately 6.5% of its outstanding
shares of common stock) pursuant to a "modified Dutch auction"
tender offer.
NOTE 8 Stock Buy-Back
On July 13, 1999, the Corporation announced that the Board of
Directors authorized a repurchase of up to 2 million shares of
its outstanding common stock. On August 31, 1999, the
Corporation commenced a "modified Dutch Auction" tender offer to
purchase up to 2 million shares of its outstanding common stock.
The Corporation offered to purchase each share in the tender
offer at a price of not less than $23.00 nor in excess of $26.00
per share, net to the seller. The offer expired on September 29,
1999. The Corporation repurchased 1,909,710 shares of its common
stock in the offer at a purchase price of $26.00 per share, net
to the seller. The aggregate amount paid by the Corporation in
connection with the repurchase was $49.7 million. The repurchase
reduced the number of the Corporation's outstanding shares of
common stock by approximately 6.1%. The 1,909,710 shares
purchased by the Corporation were excluded from outstanding
common shares and included as treasury shares as of October 5,
1999.
NOTE 9 Stock Split
On October 19, 1999, the Corporation's Board of Directors
approved a 2-for-1 stock split effected in the form of a 100%
stock dividend. Shareholders of record at the close of business
November 4, 1999, will receive one additional share for each
share held. The additional shares will be distributed on
November 18, 1999. Pursuant to the foregoing stock split an
additional 31,262,706 common shares will be issued, and the sum
of $31,262,706 ($1 per share) will be transferred to the
Corporation's common stock account, and such amount will be
charged against the Corporation's additional paid-in capital
account. The effect of the stock dividend will be reflected in
the Corporation's consolidated balance sheet for November 1999.
10
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
NOTE 9 Stock Split
For comparative purposes the following average share and earnings
per share data represent amounts after restatement for the stock
split.
<TABLE>
<CAPTION>
For the Quarter For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Average Shares Outstanding 61,290,373 61,503,207 61,215,994 61,551,868
Average Shares Outstanding Assuming Dilution 61,491,946 61,796,158 61,434,034 61,906,116
Per Share Data:
Basic earnings per share $0.22 $0.19 $0.66 $0.52
Diluted earnings per share $0.22 $0.19 $0.66 $0.52
Cash dividends per share $0.130 $0.110 $0.375 $0.330
</TABLE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
First Nine Months of 1999 as Compared to the First Nine Months of
1998
The Corporation acquired Southwest National Corporation effective
December 31, 1998. The merger was accounted for as a pooling of
interests, and accordingly, all financial statements have been
restated as though the merger had occurred at the beginning of
the earliest period presented. This discussion and the related
financial data are presented to assist in the understanding and
evaluation of the consolidated financial condition and results of
operations of First Commonwealth Financial Corporation (the
"Corporation") including its subsidiaries. In addition to
historical information, this discussion and analysis contains
forward-looking statements. The forward-looking statements
contained herein are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
projected in the forward-looking statements. Important factors
that might cause such a difference include, but are not limited
to, those discussed in this "Management's Discussion and Analysis
of Financial Condition and Results of Operations." Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the
date hereof. The Corporation undertakes no obligation to
publicly revise or update these forward-looking statements to
reflect events or circumstances that arise after the date hereof.
Net income in the nine months of 1999 was $40.6 million
reflecting an increase of $8.6 million over 1998 results of $32.0
million. Net income excluding the impact of securities
transactions and loan sales reflected an increase of $6.8 million
or 22% when comparing the nine months of 1999 to the same period
of 1998. Mortgage loans sold in the first quarter of 1999
resulted in a gain on sale of $890 thousand while the sale of
11
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ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
First Nine Months of 1999 as Compared to the First Nine Months of
1998 (Continued)
retail credit card loans during the second quarter of 1999
resulted in a gain on sale of $4.0 million. Basic earnings per
share of $1.33 for the nine months of 1999 increased $0.29 per
share over basic earnings per share of $1.04 for the nine months
of 1998. Changes in net interest income increased earnings by
$0.27 per share during 1999 while the impact of loan sales
increased earnings per share $0.16 during 1999.
Return on average assets was 1.29% and return on average equity
was 15.18% during the 1999 period, compared to 1.09% and 11.76%,
respectively during the same period of 1998.
Net interest income, the most significant component of earnings,
is the amount by which interest generated from earning assets
exceeds interest expense on liabilities. Net interest income was
$108.9 million for the nine months of 1999 compared to $101.3
million for the same period of 1998. Net interest margin (net
interest income, on a tax-equivalent basis, as a percentage of
average earning assets) was 3.84% for the nine months of 1999
compared to 3.79% for the nine months of 1998.
The following table shows the effect of changes in volumes and
rates on interest income and interest expense.
Analysis of Changes in Net Interest Income
(dollar amounts in thousands)
1999 Change from 1998
Total Change Due Change Due
Change To Volume To Rate
Interest-earning assets:
Time deposits with banks $ (55) $ (76) $ 21
Securities 17,233 16,901 332
Federal funds sold (1,214) (1,204) (10)
Loans (8,041) (3,833) (4,208)
Total interest income 7,923 11,788 (3,865)
Interest-bearing liabilities:
Deposits (8,666) 1,925 (10,591)
Short-term borrowings (425) 516 (941)
Long-term debt 9,356 10,167 (811)
Total interest expense 265 12,608 (12,343)
Net interest income $ 7,658 $ (820) $ 8,478
Interest and fees on loans decreased $8.0 million for 1999 over
1998 levels including decreases in interest on mortgage loans of
$5.3 million and decreases in interest on indirect auto loans of
$1.6 million. Average loans for the nine months of 1999
decreased $71.6 million compared to averages for the nine months
of 1998, primarily in residential mortgage loans and indirect
auto loans. The decrease in residential mortgage loans for the
1999 period resulted from the sale of $52.5 million and $42.2
million of 1-4 family residential mortgage loans in the fourth
12
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
First Nine Months of 1999 as Compared to the First Nine Months of
1998 (Continued)
quarter of 1998 and the first quarter of 1999, respectively. The
average balance of indirect auto loans for the nine months of
1999 reflected a decrease of $16.8 million over 1998 averages.
The total yield on loans decreased 19 basis points (0.19%) for
the nine months of 1999 compared to the nine months of 1998.
Interest income on investments increased $17.2 million for the
nine months of 1999 compared to the corresponding period of 1998
as average balances of U.S. government agency securities for the
nine months of 1999 increased $220.8 million over 1998 averages,
and average balances of asset backed securities increased $68.0
million over the same time period. These securities purchases
were part of a capital management leveraging strategy whereby
borrowings from the Federal Home Loan Bank classified as long-
term debt were invested in U.S. government agency securities and
mortgage backed securities. Yields on investments for the 1999
period were 6.52% compared to 6.46% for the 1998 period.
Interest on deposits decreased $8.7 million for the 1999 period
compared to 1998, and included decreases in interest on time
deposits of $6.1 million and decreases in interest on total
savings deposits of $2.6 million, primarily as a result of active
interest rate management. Cost of total savings deposits
decreased 46 basis points (0.46%) and cost of time deposits
decreased 42 basis points (0.42%) for the nine months of 1999
compared to the nine months of 1998.
Interest expense on short-term borrowings decreased $425 thousand
for the nine months of 1999 compared to the nine months of 1998
as the cost of short-term borrowings for the nine months of 1999
decreased 57 basis points (0.57%) compared to the nine months of
1998. Interest expense on long-term debt increased $9.4 million
compared to the 1998 period as average long-term debt for the
nine months of 1999 increased $241.9 million over 1998 averages.
The long-term debt increase for 1999 was primarily a result of
borrowings from the Federal Home Loan Bank with maturities of up
to 10 years to be utilized as part of the above mentioned
leveraging strategy. The average spread of this leverage
strategy was 1.17% during the 1999 period.
The provision for credit losses was $6.9 million for the nine
month period of 1999 compared to $8.0 million during the 1998
period. Net charge-offs against the allowance for credit losses
were $5.0 million in the 1999 period and $6.0 million in the 1998
period reflecting a decrease of $970 thousand. The 1999 decrease
in net charge-offs included decreases in net charge-offs for non-
real estate consumer loans of $797 thousand compared to 1998
charge-offs. The decreases in net charge-offs for the nine
months of 1999 were partially offset by increases in net charge-
offs of loans secured by residential real estate. See the
"Credit Review" section for an analysis of the quality of the
loan portfolio.
13
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
First Nine Months of 1999 as Compared to the First Nine Months of
1998 (Continued)
Below is an analysis of the consolidated allowance for credit
losses for the nine month periods ended September 30, 1999 and
1998.
1999 1998
(Amounts in thousands)
Balance January 1, $32,304 $25,932
Loans charged off:
Commercial, financial and
agricultural 447 623
Real estate-construction -0- -0-
Real estate-commercial 212 648
Real estate-residential 763 279
Loans to individuals 4,651 5,581
Lease financing receivables 78 298
Total loans charged off 6,151 7,429
Recoveries of previously
charged off loans:
Commercial, financial and
agricultural 264 364
Real estate-construction -0- -0-
Real estate-commercial -0- 26
Real estate-residential 26 73
Loans to individuals 841 974
Lease financing receivables 0 2
Total recoveries 1,131 1,439
Net charge offs 5,020 5,990
Provision charged to operations 6,913 7,957
Balance September 30, $34,197 $27,899
Net securities gains decreased $2.1 million during the 1999
period from $2.6 million reported in 1998. The securities gains
during 1999 resulted in part from the sales of fixed rate U.S.
government agency securities and U.S. Treasury securities
classified as securities "available for sale" having book values
of $15.0 million and $21.9 million, respectively, which resulted
in security gains of $167 thousand and $317 thousand,
respectively. Proceeds from the sale of U.S. Treasury Securities
in 1999 were the primary funding source for the acquisition of
$20 million of bank owned life insurance during the first
quarter. The securities gains during 1998 resulted in part from
the third quarter sale of floating collateralized mortgage
obligations classified as securities "available for sale" having
a book value of $87.9 million. These securities were sold to
14
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
First Nine Months of 1999 as Compared to the First Nine Months of
1998 (Continued)
reduce the exposure to accelerated prepayments as interest rates
were expected to fall. The $89.6 million proceeds from the sale
of securities in the third quarter of 1998 were used to reduce
outstanding Federal Funds Purchased. The 1998 securities gains
also included the first quarter sale of U.S. Treasury securities
classified as securities "available for sale" having a book value
of $45.8 million with the proceeds being reinvested in mortgage
backed and other U.S. government agency securities with similar
average expected maturities.
During the nine months of 1999 gains on the sale of loans were
$5.0 million compared to gains on sale of loans of $178 thousand
for the nine months of 1998. Gains on sale of loans for the 1999
period resulted primarily from the sale of $42.2 million of
residential mortgage loans during the first quarter of 1999 and
the sale of $20.4 million of consumer credit card loans during
the second quarter of 1999 which generated gains of $890 thousand
and $4.0 million respectively. Other income for the first nine
months of 1999 was $7.8 million, representing an increase of $2.0
million compared to the first nine months of 1998. Other income
for the 1999 period reflected increases in the cash surrender
value of bank owned life insurance of $547 thousand and insurance
commissions of $470 thousand. Additional increases included in
other income for the nine months of 1999 over the 1998 period
occurred in merchant discount and ATM fees.
Noninterest expense was $70.6 million for the nine months of 1999
reflecting an increase of $1.8 million over the 1998 level of
$68.8 million. Although total noninterest expense for 1999
increased over 1998 levels, total noninterest expense as a
percent of average assets on an annualized basis declined from
2.34% for the nine months of 1998 to 2.24% for the same period of
1999. Employee costs were $37.6 million in 1999, representing
1.19% of average assets on an annualized basis compared to $36.7
million and 1.25% of average assets on an annualized basis for
1998. Salary and benefit costs increased only 2.5% for 1999 over
the corresponding period of 1998 and were favorably impacted by
the early retirement plan offered to employees during the fourth
quarter of 1998. The success of the early retirement plan
accelerated the process of right-sizing the Corporation beyond
normal attrition management by adjusting employment levels
quickly while continuing the Corporation's tradition of not
laying off employees due to merger activity. The number of full
time equivalent employees at September 30, 1999 was 1,438
compared to 1,510 at September 30, 1998.
15
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
First Nine Months of 1999 as Compared to the First Nine Months of
1998 (Continued)
Employee benefit costs for the first nine months of 1999
reflected increases of $445 thousand over the first nine months
of 1998 and included increases in disability and health insurance
of $100 thousand, increases in the cost of the employee stock
ownership plan of $116 thousand and increases in the cost of the
401(k) plan of $186 thousand. Increases in employee benefit
expenses are anticipated in 2000 due to rate increases for health
insurance of approximately 23% compared to 1999 rates.
Outside data processing expenses for the first nine months of
1999 increased $146 thousand over the first nine months of 1998
and will continue to be controlled in future periods through
centralized management of these costs by the Corporation's data
processing subsidiary. Other operating expenses for the 1999
period were $18.6 million reflecting an increase of $950 thousand
over the 1998 amount of $17.6 million. Other operating expenses
for the first nine months of 1999 included an increase in the
write-down of mortgage servicing rights in the amount of $336
thousand related to the disposition of BSI. The disposition of
BSI in 1999 also resulted in a loss on sale of $202 thousand.
Advertising, software maintenance and charge card interchange
fees reflected increases for the first nine months of 1999 of
$180 thousand, $220 thousand and $206 thousand, respectively
compared to the 1998 period. Other professional fees for the
first nine months of 1999 decreased compared to 1998 levels as
outside professionals contracted during 1998 under limited
engagements to review the Corporation's asset/liability
management model, analyze fee structures, and provide research
and consulting services for marketing, customer profitability
analysis and branch automation initiatives were not extended into
the 1999 period.
Income tax expense was $15.3 million for the nine months of 1999
compared to $11.8 million for the same period of 1998. The
Corporation's effective tax rate was 27.3% for the 1999 period
compared to 27.0% for the 1998 period.
Three Months ended September 30, 1999 as Compared to the Three
Months Ended September 30, 1998
Net income was $13.8 million for the third quarter of 1999, an
increase of $2.2 million over 1998 results of $11.5 million.
Basic earnings per share was $0.45 during the 1999 quarter
compared to $0.38 for the same period of 1998. Net income
excluding the impact of securities transactions reflected an
increase of $3.3 million or 31% when comparing the third quarter
of 1999 to the third quarter of 1998. Basic earnings per share
excluding the impact of securities transactions was $0.45 during
the 1999 quarter compared to $0.34 for the same period of 1998,
16
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
Three Months ended September 30, 1999 as Compared to the Three
Months Ended September 30, 1998 (Continued)
reflecting an increase of 32%. Return on average assets was
1.28% and return on average equity was 15.65% during the 1999
quarter, compared to 1.14% and 12.44%, respectively during the
1998 quarter.
Net interest income for the third quarter of 1999 of $37.2
million represented an increase of $3.2 million over the third
quarter of 1998. Net interest margin (net interest income, on a
tax-equivalent basis, as a percentage of average earning assets)
for the 1999 period was 3.85%, reflecting an increase of 14 basis
points (0.14%) from 3.71% reported in 1998.
Total interest and fees on loans for the three months ended
September 30, 1999 decreased $2.1 million compared to the three
months ended September 30, 1998. Average loans outstanding for
the third quarter of 1999 were $52.7 million lower than average
loans outstanding for the third quarter of 1998. This decrease
resulted from the sale of $52.5 million and $42.2 million of 1-4
family residential mortgage loans in the fourth quarter of 1998
and first quarter of 1999, respectively and partially offset by
loan growth. The total yield on loans (including fees on loans)
for the three months ended September 30, 1999 was 8.25%, a
decrease of 16 basis points (0.16%) over yields for the three
months ended September 30, 1998 as all loan categories
experienced decreases reflecting lower short-term market interest
rates.
Interest income on investments for the three months ended
September 30, 1999 was $26.1 million, reflecting an increase of
$5.5 million over the three months ended September 30, 1998. The
primary factor which generated an increase in interest income on
investments was the increased average asset related to the
capital management leverage strategy as previously described.
Yields on investments for the 1999 quarter were 6.68% compared to
6.46% for the same period of 1998.
Interest expense on deposits for the third quarter of 1999 was
$25.8 million reflecting a decrease of $2.9 million compared to
the third quarter of 1998. Interest on total savings deposits
for the three months ended September 30, 1999 decreased $985
thousand compared to the same period of 1998, primarily as a
result of rate decreases. The cost of total savings deposits
decreased 44 basis points (0.44%) for the third quarter of 1999
compared to the third quarter of 1998. Interest on time deposits
for the 1999 quarter decreased $1.9 million over 1998 levels of
$21.0 million. The cost of time deposits decreased 50 basis
points (0.50%) for the third quarter of 1999 compared to the
third quarter of 1998. Total cost of deposits for the third
quarter of 1999 was 3.44% compared to 3.90% for the third quarter
of 1998, a decrease of 46 basis points (0.46%).
17
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
Three Months ended September 30, 1999 as Compared to the Three
Months Ended September 30, 1998 (Continued)
Interest on short-term borrowings for the third quarter of 1999
increased $547 thousand compared to the third quarter of 1998 as
the average Federal funds purchased increased $50.0 million over
1998 averages. Interest on long-term debt for the three months
ended September 30, 1999 increased $2.1 million over the three
months ended September 30, 1998, primarily as a result of
increases in average long-term debt of $167.1 million for the
third quarter of 1999 compared to the 1998 quarter. Long-term
debt increases were primarily borrowings from the Federal Home
Loan Bank with maturities of up to ten years to be utilized as
part of the previously discussed capital management leveraging
strategy.
Provision for credit losses was $2.4 million for the three months
ended September 30, 1999 compared to $2.9 million for the three
months ended September 30, 1998. Net charge-offs for both the
third quarter of 1999 and the third quarter of 1998 were $1.8
million.
Securities gains were $2 thousand for the third quarter of 1999
compared to the third quarter 1998 gains of $1.7 million. The
securities gains during the three months of 1998 resulted from
the sale of floating collateralized mortgage obligations
classified as securities "available for sale" having a book value
of $87.9 million. The $89.6 million proceeds from the sale of
securities in the third quarter of 1998 were used to reduce
outstanding federal funds purchased.
Other income of $2.7 million for the third quarter of 1999
represented an increase of $1.0 million over 1998 levels. Other
income for the third quarter of 1999 included increases in
merchant discount, income from bank owned life insurance and
insurance commissions over the same period of 1998.
Total noninterest expense for the three months ending
September 30, 1999 was $22.9 million reflecting a decrease of
$135 thousand over the $23.0 million that was reported for the
corresponding period of 1998. Employee costs were $12.0 million
during the third quarter of 1999 reflecting a decrease of $203
thousand over 1998 levels. Salary expense for the third quarter
of 1999 compared to the 1998 quarter was positively impacted by
the sale of BSI in the second quarter of 1999 and the early
retirement plan offered to employees. Occupancy and furniture
and equipment expenses for the third quarter of 1999 reflected
reductions due in part to the sale of two branches during the
fourth quarter of 1998. Other operating expenses for the three
months ended September 30, 1999 included increases in charge card
interchange expense, software maintenance and stationery and
supplies expense which were partially offset by decreases in
18
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (Continued)
Three Months ended September 30, 1999 as Compared to the Three
Months Ended September 30, 1998 (Continued)
advertising, collection and repossession expenses and filing and
recording fees compared to 1998 levels. Income taxes increased
$741 thousand for the third quarter of 1999 compared to the 1998
quarter. The Corporation's effective tax rate was 25.9% for the
1999 period compared to 26.0% for the 1998 period.
LIQUIDITY
Liquidity is a measure of the Corporation's ability to
efficiently meet normal cash flow requirements of both borrowers
and depositors. In the ordinary course of business, funds are
generated from deposits (primary source) and the maturity or
repayment of earning assets, such as securities and loans. As an
additional secondary source, short-term liquidity needs may be
provided through the use of overnight Federal funds purchased,
borrowings through the use of lines available for repurchase
agreements, and borrowings from the Federal Reserve Bank.
Additionally, the banking subsidiaries are members of the Federal
Home Loan Bank and may borrow under overnight and term borrowing
arrangements. The sale of earning assets may also provide an
additional source of liquidity.
Net loans increased by $60.6 million in the first nine months of
1999 as increases in commercial loans secured by real estate were
partially offset by decreases in loans secured by residential
real estate and decreases in loans to individuals. The reduction
in residential mortgage loans was primarily the result of the
sale of $42.2 million of residential mortgages in March of 1999.
The mortgage loans were sold to reduce the Corporation's
prepayment risk and to shorten the average life of the fixed rate
loan portfolio. The reduction in loans to individuals was
primarily the result of the sale of $20.4 million of consumer
credit card loans in June of 1999. Growth of the commercial loan
portfolio has been achieved in part through continued development
of commercial lending specialists.
Total deposits increased $3.6 million for the first nine months
of 1999 and included decreases in noninterest bearing demand
deposits of $23.8 million and increases in total savings deposits
and time deposits of $1.2 million and $26.1 million,
respectively. Deposit increases from the Corporation's American
Dream Savings product were partially offset by decreases in other
traditional savings types. Customers continue to reinvest
traditional savings dollars in this product which offers higher
interest rates than traditional savings accounts. This product
was designed to build long-term customer relationships and is
intended to produce a favorable impact on the Corporation's net
interest margin over the long-term.
19
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY (Continued)
Marketable securities that the Corporation holds in its
investment portfolio are an additional source of liquidity.
These securities are classified as "securities available for
sale" and while the Corporation does not have specific intentions
to sell these securities they have been designated as "available
for sale" because they may be sold for the purpose of obtaining
future liquidity, for management of interest rate risk or as part
of the implementation of tax management strategies. As of
September 30, 1999, securities available for sale had an
amortized cost of $1,218.7 million and an approximate fair value
of $1,177.5 million. Growth of the available for sale portfolio
during the first nine months of 1999 in the amount of $134.8
million was funded primarily by short-term borrowings. The
investment in bank owned life insurance of $20 million during the
first quarter of 1999 was funded primarily from the liquidation
of U.S. government agencies and U.S. treasury securities.
Interest Sensitivity
The objective of interest rate sensitivity management is to
maintain an appropriate balance between the stable growth of
income and the risks associated with maximizing income through
interest sensitivity imbalances. While no single number can
accurately describe the impact of changes in interest rates on
net interest income, interest rate sensitivity positions, or
"gaps", when measured over a variety of time periods, may be
helpful.
An asset or liability is considered to be interest-sensitive if
the rate it yields or bears is subject to change within a
predetermined time period. If interest-sensitive assets ("ISA")
exceed interest-sensitive liabilities ("ISL") during the
prescribed time period, a positive gap results. Conversely, when
ISL exceeds ISA during a time period, a negative gap results.
A positive gap tends to indicate that earnings will be impacted
favorably if interest rates rise during the period and negatively
when interest rates fall during the time period. A negative gap
tends to indicate that earnings will be affected inversely to
interest rate changes. In other words, as interest rates fall, a
negative gap should tend to produce a positive effect on
earnings, and when interest rates rise, a negative gap should
tend to affect earnings negatively.
The primary components of ISA include adjustable rate loans and
investments, loan repayments, investment maturities and money
market investments. The primary components of ISL include
maturing certificates of deposit, money market deposits, savings
deposits, NOW accounts and short-term borrowings.
20
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Interest Sensitivity (Continued)
The following table lists the amounts and ratios of assets and
liabilities with rates or yields subject to change within the
periods indicated as of September 30, 1999 and December 31, 1998
(Dollar amounts in thousands):
September 30, 1999
0-90 91-180 181-365 Cumulative
Days Days Days 0-365 Days
Loans....................$ 749,534 $125,411 $228,963 $1,103,908
Investments.............. 110,895 99,069 123,461 333,425
Other interest-earning
assets.................. 26,172 2,813 6,156 35,141
Total interest-sensitive
assets................ 886,601 227,293 358,580 1,472,474
Certificates of deposits. 260,211 248,644 327,194 836,049
Other deposits........... 1,088,805 -0- -0- 1,088,805
Borrowings............... 334,680 1,163 27,453 363,296
Total interest-sensitive
liabilities........... 1,683,696 249,807 354,647 2,288,150
GAP....................$ (797,095) $(22,514) $ 3,933 $ (815,676)
ISA/ISL.................. 0.53 0.91 1.01 0.64
Gap/Total assets......... 18.44% 0.52% 0.09% 18.87%
December 31, 1998
0-90 91-180 181-365 Cumulative
Days Days Days 0-365 Days
Loans....................$ 765,948 $168,297 $293,082 $1,227,327
Investments.............. 59,942 87,042 149,497 296,481
Other interest-earning
assets.................. 38,048 4,120 6,207 48,375
Total interest-sensitive
assets................ 863,938 259,459 448,786 1,572,183
Certificates of deposits. 359,487 323,760 318,282 1,001,529
Other deposits........... 1,094,125 -0- -0- 1,094,125
Borrowings............... 142,509 1,085 2,413 146,007
Total interest-sensitive
liabilities........... 1,596,121 324,845 320,695 2,241,661
GAP....................$ (732,183) $(65,386) $128,091 $ (669,478)
ISA/ISL.................. 0.54 0.80 1.40 0.70
Gap/Total assets......... 17.87% 1.60% 3.13% 16.34%
21
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Interest Sensitivity (continued)
Although the periodic gap analysis provides management with a
method of measuring current interest rate risk, it only measures
rate sensitivity at a specific point in time. Therefore, to more
precisely measure the impact of interest rate changes on the
Corporation's net interest income, management simulates the
potential effects of changing interest rates through computer
modeling. The income simulation model used by the Corporation
captures all assets, liabilities, and off-balance sheet financial
instruments, accounting for significant variables that are
believed to be affected by interest rates. These variables
include prepayment speeds on mortgage loans and mortgage backed
securities, cash flows from loans, deposits and investments and
balance sheet growth assumptions. The model also captures
embedded options, such as interest rate caps/floors or call
options, and accounts for changes in rate relationships as
various rate indices lead or lag changes in market rates. The
Corporation is then better able to implement strategies which
would include an acceleration of a deposit rate reduction or lag
in a deposit rate increase. The repricing strategies for loans
would be inversely related.
The Corporation's asset/liability management policy guidelines
limit interest rate risk exposure for the succeeding twenty-four
month period. Simulations are prepared under the base case where
interest rates remain flat and most likely case where interest
rates are defined using projections of economic factors.
Additional simulations are produced estimating the impact on net
interest income of a 300 basis point (3.00%) movement upward or
downward from the base case scenario. The Corporation's current
asset/liability management policy indicates that a 300 basis
point (3.00%) change in interest rates up or down cannot result
in more than a 7.5% change in net interest income when compared
to a base case, without Board approval and a strategy in place to
reduce interest rate risk below the established maximum level.
The analysis at September 30, 1999, indicated that a 300 basis
point (3.00%) movement in interest rates in either direction over
the next twelve months would not have a significant impact on the
Corporation's anticipated net interest income over that time
frame nor over the next twenty-four months and the Corporation's
position would remain well within current policy guidelines.
The Corporation's "Asset/Liability Management Committee" ("ALCO")
is responsible for the identification, assessment and management
of interest rate risk exposure, liquidity, capital adequacy and
investment portfolio position. The primary objective of the ALCO
process is to ensure that the Corporation's balance sheet
structure maintains prudent levels of risk within the context of
currently known and forecasted economic conditions and to
establish strategies which provide the Corporation with
appropriate compensation for the assumption of those risks. The
ALCO attempts to mitigate interest rate risk through the use of
strategies such as asset disposition, asset and liability pricing
and matched maturity funding. The ALCO strategies are
established by the Corporation's senior management and are
approved by the Corporation's board of directors.
22
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<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
CREDIT REVIEW
The following table identifies amounts of loan losses and
nonperforming loans. Past due loans are those which were
contractually past due 90 days or more as to interest or
principal payments but are well secured and in the process of
collection. Renegotiated loans are those loans which 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 and are in compliance with the restructured
terms.
At September 30,
1999 1998
(amounts in thousands)
Nonperforming Loans:
Loans on nonaccrual basis $ 10,184 $ 9,763
Past due loans 15,776 15,548
Renegotiated loans 63 65
Total Nonperforming Loans $ 26,023 $ 25,376
Other real estate owned $ 1,628 $ 2,363
Loans outstanding at end of period $2,437,391 $2,417,917
Average loans outstanding (year-to-date) $2,387,563 $2,459,123
Nonperforming loans as percent of
total loans 1.07% 1.05%
Provision for credit losses $ 6,913 $ 7,957
Net charge-offs $ 5,020 $ 5,990
Net charge-offs as percent of
average loans outstanding 0.21% 0.24%
Provision for credit losses as percent
of net charge-offs 137.71% 132.84%
Allowance for credit losses as percent
of average loans outstanding 1.43% 1.13%
Allowance for credit losses as percent
of end-of-period loans outstanding 1.40% 1.15%
Allowance for credit losses as percent
of nonperforming loans 131.41% 109.94%
23
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
CREDIT REVIEW (Continued)
The Corporation considers a loan to be impaired when, based on
current information and events, it is probable that the
Corporation will be unable to collect principal or interest due
according to the contractual terms of the loan. Loan impairment
is measured based on the present value of expected cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent.
Payments received on impaired loans are applied against the
recorded investment in the loan. For loans other than those that
the Corporation expects repayment through liquidation of the
collateral, when the remaining recorded investment in the
impaired loan is less than or equal to the present value of the
expected cash flows, income is recorded on a cash basis.
Impaired loans include loans on a nonaccrual basis and
renegotiated loans.
The following table identifies impaired loans, and information
regarding the relationship of impaired loans to the reserve for
credit losses at September 30, 1999 and September 30, 1998.
1999 1998
(amounts in thousands)
Recorded investment in impaired loans at end
of period $10,247 $ 9,828
Year to date average balance of impaired loans $10,031 $11,037
Allowance for credit losses related to impaired
loans $ 2,854 $ 1,889
Impaired loans with an allocation of the allowance
for credit losses $ 4,833 $ 5,738
Impaired loans with no allocation of the allowance
for credit losses $ 5,414 $ 4,090
Year to date income recorded on impaired loans on
a cash basis $ 280 $ 167
Other than those described above, there are no material credits
that management has serious doubts as to the borrower's ability
to comply with the present loan repayment terms. Additionally,
the portfolio is well diversified and as of September 30, 1999,
there were no significant concentrations of credit.
Nonperforming loans at September 30, 1999 increased $647 thousand
compared to 1998 levels and included increases in past due loans
and nonaccrual loans of $228 thousand and $421 thousand,
respectively.
24
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
CREDIT REVIEW (Continued)
Nonperforming loans as a percent of total loans were 1.07% at
September 30, 1999 compared to 1.05% at September 30, 1998. The
allowance for credit losses as a percent of nonperforming loans
at September 30, 1999 has increased over both September 30, 1998
and year-end 1998 levels. Net charge-offs in both dollars and as
a percentage of average loans at September 30, 1999 have
decreased over 1998 levels.
The Corporation's loan portfolio continues to be monitored by
senior management to identify potential portfolio risks and
detect potential credit deterioration in the early stages.
Credit risk is mitigated through the use of sound underwriting
policies and collateral requirements. Management attempts to
minimize loan losses by analyzing and modifying collection
techniques on a periodic basis. Management believes that the
allowance for credit losses and nonperforming loans remain safely
within acceptable levels.
CAPITAL RESOURCES
Equity capital increased $9.3 million in the first nine months of
1999. Dividends declared reduced equity by $22.7 million during
the 1999 period, while earnings retention was $17.8 million,
representing an earnings retention rate of 44.0%. The retained
net income remains in permanent capital to fund future growth and
expansion. Payments by the Corporation's Employee Stock
Ownership Plan ("ESOP") to reduce debt it incurred to acquire the
Corporation's common stock for future distribution as employee
compensation, net of fair value adjustments to Unearned ESOP
shares, increased equity by $996 thousand. Amounts paid to fund
the discount on reinvested dividends and optional cash payments
reduced equity by $296 thousand. The market value adjustment to
securities available for sale decreased equity by $29.0 million.
Proceeds from the reissuance of treasury shares to provide for
stock options exercised increased equity by $1.2 million.
A capital base can be considered adequate when it enables the
Corporation to intermediate funds responsibly and provide related
services, while protecting against future uncertainties. The
evaluation of capital adequacy depends on a variety of factors,
including asset quality, liquidity, earnings history and
prospects, internal controls and management caliber. In
consideration of these factors, management's primary emphasis
with respect to the Corporation's capital position is to maintain
an adequate and stable ratio of equity to assets.
25
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
CAPITAL RESOURCES (Continued)
The Federal Reserve Board has issued risk-based capital adequacy
guidelines which are designed principally as a measure of credit
risk. These guidelines require: (1) at least 50% of a banking
organization's total capital be common and other "core" equity
capital ("Tier I Capital"); (2) assets and off-balance-sheet
items be weighted according to risk; (3) the total capital to
risk-weighted assets ratio be at least 8%; and (4) a minimum
leverage ratio of Tier I capital to average total assets. The
minimum leverage ratio is not specifically defined, but is
generally expected to be 3-5 percent for all but the most highly
rated banks, as determined by a regulatory rating system.
The table below presents the Corporation's capital position at
September 30, 1999:
Percent
Amount of Adjusted
(in thousands) Assets
Tier I Capital (a) $397,592 15.3%
Risk-Based Requirement 104,149 4.0
Total Capital (a) 430,139 16.5
Risk-Based Requirement 208,298 8.0
Minimum Leverage Capital (a) 397,592 9.3
Minimum Leverage Requirement 127,809 3.0
(a) Includes $35,000 of Company obligated mandatorily redeemable
capital securities of subsidiary trust described in NOTE 7 to the
financial statements which qualify as Tier I Capital.
At September 30, 1999 the Corporation's banking subsidiaries are
considered well capitalized as defined by the Federal Deposit
Insurance Corporation Improvement Act of 1991.
YEAR 2000 UPDATE
The Corporation's data processing subsidiary, Commonwealth
Systems Corporation continued to address year 2000 issues during
the third quarter of 1999. Renovation whereby code enhancements,
hardware and software upgrades and system replacements are
implemented was substantially complete for mission critical
systems. An application is considered mission critical if it is
vital to the successful continuation of a core business activity.
Validation or testing of all changes to hardware and software
components, including connections with other systems, and
implementation of mission critical systems were also
substantially complete placing the Corporation within guidelines
established by federal regulatory agencies. Regulatory agencies
will continue to perform ongoing reviews of the Corporation's
year 2000 readiness throughout 1999. Outside professionals
engaged by the Corporation during 1998 to provide additional
independent verification and validation processes and to assure
the reliability of internal risk and cost estimates will continue
their engagements during 1999.
26
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
YEAR 2000 UPDATE (Continued)
The Corporation will continue to strengthen its remediation
contingency plan for year 2000 events during the remainder of
1999. The remediation contingency plan addresses major
identifiable internal and external components and identifies
alternative processes in event that a system fails. Third party
vendors have been evaluated and outside sources have been tested
where possible. Contingencies established for critical systems
and processes include manual processing of transactions,
utilization of tape transfer rather than electronic medium, use
of alternate communication lines or methods and the installation
of a generator as a backup power source. Contingencies for
communication with customers include maintaining access to the
Corporation's telephone banking center by relocation of the
center if necessary. Short-term liquidity needs have been
estimated and multiple sources of funds have been identified.
Contingency planning will continue throughout the remainder of
1999. Although all possible problems can not possibly be
anticipated, management believes that potential difficulties
associated with implementation are likely to result in only minor
delays in transaction or information availability.
The Corporation utilized internal resources to evaluate,
reprogram and test software and hardware for year 2000 issues to
the extent possible. Salary and benefit costs related to year
2000 activities were expensed as incurred. External year 2000
expenditures included amounts for capitalized hardware and
software which will be amortized over three years for software
and five years for hardware. Year 2000 expenditures which were
expensed as incurred included the cost of leased off-site testing
of mainframe systems, outside professionals utilized for
independent verification, travel and lodging during off-site
testing and vendor testing. The Corporation's estimates of
additional year 2000 expenditures to be incurred during 1999 are
based on presently available information and estimates. Cash
outlays were funded through operating cash flows. Due to the
Corporation's commitment to mitigate year 2000 risks where
possible, management does not believe the year 2000 problem will
have a material impact on the Corporation's financial condition
or results of operations.
27
<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
YEAR 2000 UPDATE (Continued)
The following table summarizes year 2000 expenditures incurred
through the end of the third quarter of 1999 and estimated
amounts to be incurred throughout the remainder of 1999. (Dollar
amounts in thousands)
<TABLE>
<CAPTION>
9 Months 12 Months 12 Months Estimate
Ended Ended Ended for remainder
09/30/99 12/31/98 12/31/97 of 1999
<S> <C> <C> <C> <C>
Capitalized hardware and software $ 86 $ 250 $ 106 $ 5
Nonemployee expenses including testing 66 152 20 56
Employee related costs 632 1,003 163 250
Subtotal 784 1,405 289 311
Capitalized hardware and software replaced
without acceleration due to year 2000 768 2,043 70 11
Total expenditures $1,552 $3,448 $359 $322
</TABLE>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Information appearing in Item 2 of this report under the caption
"Interest Sensitivity" is incorporated herein by reference in
response to this item.
28
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There were no material legal proceedings to which
the Corporation or its subsidiaries are a party, or
of which any of their property is the subject,
except proceedings which arise in the normal course
of business and, in the opinion of management, will
not have a material adverse effect on the
consolidated operations or financial position of the
Corporation and its subsidiaries.
ITEM 2. CHANGES IN SECURITIES
In a series of transactions commencing on
September 8, 1999 and ending on September 22, 1999,
the Company's subsidiary, First Commonwealth Capital
Trust I, issued $35,000,000 in aggregate liquidation
amount of the Trust's 9.50% Series A capital
securities. The Trust also issued $1,083,000 of the
Trust's common securities to the Company, and the
Company issued to the Trust $36,083,000 of its
Series A 9.50% junior subordinated deferrable
interest debentures. The Company also issued a
guarantee for the benefit of the holders of the
Series A capital securities that guarantees payments
under the capital securities. The capital
securities were sold to qualified institutional
buyers pursuant to Rule 144A of the Securities Act
of 1933. The junior subordinated deferrable
interest debentures, guarantees and common
securities were issued in reliance on an exemption
provided by Section 4(2) of the Securities Act of
1933. The Company used the proceeds from the sale
of the debentures to partially finance the
repurchase of approximately 1,909,710 shares of its
common stock pursuant to a "modified Dutch auction"
tender offer that terminated on September 29, 1999.
Keefe, Bruyette & Woods, Inc., as initial purchaser
of the capital securities, received aggregate
commissions of $525,000 in the Series A capital
securities offering.
The Company and the Trust filed a registration
statement on Form S-4 (File No. 333-89277) in
connection with an offer to exchange up to
$35,000,000 aggregate liquidation amount of
registered Series B capital securities for a like
amount of the outstanding Series A 9.50% capital
securities. The registration statement also covered
an offer to exchange up to $35,000,000 in registered
9.50% Series B junior subordinated deferrable
interest debentures for a like amount of the
outstanding Series A debentures and an offer to
exchange a registered Series B capital securities
guarantee for the original Series A capital
29
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION (Continued
ITEM 2. CHANGES IN SECURITIES (Continued)
securities guarantee. The Commission declared this
registration statement effective on September 29,
1999, and the Company and the Trust commenced the
exchange offer on October 28, 1999. The offer
period expires on November 29, 1999.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None
ITEM 5. OTHER INFORMATION
On October 19, 1999, the Corporation's Board of
Directors approved an increase from 5% to 10% in the
discount on dividend reinvestment purchases. The
discount is offered on shares purchased with
reinvested dividends.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Form 8k dated September 8, 1999 reporting the
issuance of trust preferred securities to fund
a buy-back of the registrant's common stock
through a "modified dutch auction" tender
offer.
30
<PAGE>
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 15, 1999 /S/ Joseph E. O'Dell
Joseph E. O'Dell, President and
Chief Executive Officer
DATED: NOVEMBER 15, 1999 /S/ John J. Dolan
John J. Dolan, Sr. Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 76,437
<INT-BEARING-DEPOSITS> 2,744
<FED-FUNDS-SOLD> 15,575
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,177,454
<INVESTMENTS-CARRYING> 476,350
<INVESTMENTS-MARKET> 468,364
<LOANS> 2,441,623
<ALLOWANCE> 34,197
<TOTAL-ASSETS> 4,322,748
<DEPOSITS> 2,934,692
<SHORT-TERM> 330,960
<LIABILITIES-OTHER> 37,707
<LONG-TERM> 673,288
0
0
<COMMON> 31,263
<OTHER-SE> 314,838
<TOTAL-LIABILITIES-AND-EQUITY> 4,322,748
<INTEREST-LOAN> 49,204
<INTEREST-INVEST> 26,128
<INTEREST-OTHER> 28
<INTEREST-TOTAL> 73,360
<INTEREST-DEPOSIT> 25,774
<INTEREST-EXPENSE> 38,154
<INTEREST-INCOME-NET> 37,206
<LOAN-LOSSES> 2,363
<SECURITIES-GAINS> 2
<EXPENSE-OTHER> 22,870
<INCOME-PRETAX> 18,556
<INCOME-PRE-EXTRAORDINARY> 13,752
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,752
<EPS-BASIC> 0.45
<EPS-DILUTED> 0.45
<YIELD-ACTUAL> 7.59
<LOANS-NON> 10,184
<LOANS-PAST> 15,776
<LOANS-TROUBLED> 63
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 32,304
<CHARGE-OFFS> 6,151
<RECOVERIES> 1,161
<ALLOWANCE-CLOSE> 34,197
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
