-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVkTwY2GAcdVHBsyBJf//acCYVlecnfN1/FPgxifxwP0FdjS3eldJ49tcBEPAz/N tGf9fXydBJquNU0vOtiXYA== 0000712537-97-000030.txt : 19971117 0000712537-97-000030.hdr.sgml : 19971117 ACCESSION NUMBER: 0000712537-97-000030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 241428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11138 FILM NUMBER: 97719724 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOS 400 CITY: INDIANA STATE: PA ZIP: 15701 10-Q 1 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, 1997 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) 412-349-7220 (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 12, 1997 was 22,046,126. 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 . . . . . . . . 9 PART II - OTHER INFORMATION Other Information . . . . . . . . . . . . . . . . . . . . . . 22 Signatures . . . . . . . . . . . . . . . . . . . . Signature Page FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands) September 30, December 31, 1997 1996 ASSETS Cash and due from banks on demand.... $ 65,771 $ 69,406 Interest-bearing deposits with banks. 1,825 4,199 Securities available for sale, at market.............................. 266,959 244,415 Securities held to maturity, at cost, (market value $491,266 in 1997 and $457,189 in 1996).................. 489,761 459,746 Loans................................ 1,902,272 1,778,130 Unearned income.................... (20,428) (30,795) Allowance for possible credit losses (19,409) (19,324) Net loans....................... 1,862,435 1,728,011 Property and equipment............... 32,340 32,590 Other real estate owned.............. 1,802 1,647 Other assets......................... 51,197 44,624 TOTAL ASSETS.................... $2,772,090 $2,584,638 LIABILITIES Deposits (all domestic): Noninterest-bearing................ $ 194,701 $ 200,473 Interest-bearing................... 2,027,533 1,904,310 Total deposits.................. 2,222,234 2,104,783 Short-term borrowings................ 189,943 150,330 Other liabilities.................... 30,135 27,287 Long-term debt....................... 60,668 40,880 Total liabilities............... 2,502,980 2,323,280 SHAREHOLDER'S EQUITY Preferred stock, $1 par value per share, 3,000,000 shares authorized and unissued....................... -0- -0- Common stock $1 par value per share, 100,000,000 shares authorized; 22,436,628 shares issued; 22,051,026 and 22,194,426 shares outstanding in 1997 and 1996 respectively......... 22,437 22,437 Additional paid-in capital........... 76,144 76,664 Retained earnings.................... 179,043 168,711 Unrealized gain on securities available for sale, net of taxes... 1,130 1,309 Treasury stock (385,602 shares at September 30, 1997 and 242,202 at December 31, 1996, at cost)........ (7,001) (4,289) Unearned ESOP shares................. (2,643) (3,474) Total shareholders' equity......... 269,110 261,358 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.......... $2,772,090 $2,584,638 The accompanying notes are an integral part of these consolidated financial statements. 3 FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands except per share data) For the Quarter For the 9 Months Ended September 30, Ended September 30, 1997 1996 1997 1996 Interest Income Interest and fees on loans....... $39,627 $34,658 $115,559 $101,377 Interest and dividends on investments: Taxable interest............... 10,068 9,498 28,212 29,065 Interest exempt from Federal income taxes.................. 966 929 2,786 2,626 Dividends...................... 292 382 955 1,032 Interest on Federal funds sold... 4 1 10 83 Interest on bank deposits........ 36 82 213 331 Total Interest Income......... 50,993 45,550 147,735 134,514 Interest Expense Interest on deposits............. 23,563 20,366 67,448 59,440 Interest on short-term borrowings 2,083 2,192 5,311 5,042 Interest on long-term debt....... 859 95 2,240 297 Total Interest Expense........ 26,505 22,653 74,999 64,779 Net interest income................ 24,488 22,897 72,736 69,735 Provision for possible credit losses.......................... 1,791 1,200 4,422 3,150 Net interest income after provision for possible credit losses........ 22,697 21,697 68,314 66,585 Other Income Securities gains (losses)........ 3,193 1 5,990 (48) Trust income..................... 670 533 2,061 1,711 Service charges on deposit accounts........................ 1,425 1,496 4,270 4,259 Other income..................... 1,246 1,238 3,316 3,222 Total Other Income............ 6,534 3,268 15,637 9,144 Other Expenses Salaries and employee benefits... 8,982 8,408 27,251 24,636 Net occupancy expense............ 1,242 1,171 3,775 3,467 Furniture and equipment expense.. 1,199 1,214 3,630 3,437 FDIC expense..................... 84 844 235 983 Other operating expenses......... 5,024 5,097 14,785 14,632 Total Other Expenses.......... 16,531 16,734 49,676 47,155 Income before taxes................ 12,700 8,231 34,275 28,574 Applicable income taxes.......... 3,989 2,369 10,685 8,711 Net Income......................... $ 8,711 $ 5,862 $23,590 $19,863 Average Shares Outstanding.........21,840,434 21,947,468 21,887,122 21,959,328 Per Share Data: Net income....................... $ 0.40 $ 0.27 $ 1.08 $ 0.90 Cash dividends per share......... $ 0.20 $ 0.18 $ 0.60 $ 0.54 The accompanying notes are an integral part of these consolidated financial statements. 4 FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (Dollars in thousands)
Unrealized Gain Additional on Securities Unearned Total Common Paid-in Retained Available ESOP Treasury Shareholders' Stock Capital Earnings For Sale Shares Stock Equity Balance at December 31, 1995.... $22,437 $77,226 $157,576 $ 511 $(4,545) $ (929) $252,276 Net income.................... -0- -0- 19,863 -0- -0- -0- 19,863 Cash dividends declared....... -0- -0- (12,010) -0- -0- -0- (12,010) Change in market value of securities available for sale, net of tax effect........... -0- -0- -0- 19 -0- -0- 19 Decrease in unearned ESOP shares -0- 63 -0- -0- 804 -0- 867 Discount on dividend reinvestment plan purchases.............. -0- (377) -0- -0- -0- -0- (377) Treasury stock acquired....... -0- -0- -0- -0- -0- (3,689) (3,689) Treasury stock reissued....... -0- (127) -0- -0- -0- 671 544 Balance at September 30, 1996... $22,437 $76,785 $165,429 $ 530 $(3,741) $(3,947) $257,493 Balance at December 31, 1996.... $22,437 $76,664 $168,711 $1,309 $(3,474) $(4,289) $261,358 Net income.................... -0- -0- 23,590 -0- -0- -0- 23,590 Cash dividends declared....... -0- -0- (13,258) -0- -0- -0- (13,258) Change in market value of securities available for sale, net of tax effect........... -0- -0- -0- (179) -0- -0- (179) Decrease in unearned ESOP shares -0- -0- -0- -0- 831 -0- 831 Discount on dividend reinvestment plan purchases.............. -0- (488) -0- -0- -0- -0- (488) Treasury stock acquired....... -0- -0- -0- -0- -0- (2,759) (2,759) Treasury stock reissued....... -0- (32) -0- -0- -0- 47 15 Balance at September 30, 1997... $22,437 $76,144 $179,043 $1,130 $(2,643) $(7,001) $269,110
The accompanying notes are an integral part of these consolidated financial statements. 5 FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) For the 9 Months Ended September 30, 1997 1996 Operating Activities Net income....................................... $23,590 $19,863 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible credit losses.......... 4,422 3,150 Depreciation and amortization................. 4,127 3,311 Net gains on sales of assets.................. (6,158) (271) Increase in interest receivable............... (5,646) (143) Increase in interest payable.................. 1,323 1,771 Increase in income taxes payable.............. 1,515 1,210 Change in deferred taxes...................... 0 (1,486) Other-net..................................... (1,808) (4,024) Net cash provided by operating activities... 21,365 23,381 Investing Activities Transactions with securities held to maturity: Proceeds from sales........................... -0- -0- Proceeds from Maturities and redemptions...... 75,599 65,359 Purchases..................................... (105,542) (42,428) Transactions with securities available for sale: Proceeds from Sales........................... 24,266 12,976 Proceeds from Maturities and redemptions...... 39,204 40,446 Purchases..................................... (80,373) (60,390) Proceeds from sales of loans and other assets.... 14,705 13,530 Acquisition of affiliate and branch, net of cash received........................................ -0- 7,836 Changes net of acquisitions: Net decrease in time deposits with banks......... 2,374 3,268 Net increase in loans............................ (153,840) (216,271) Purchases of premises and equipment.............. (2,574) (4,667) Net cash used by investing activities.......... (186,181) (180,341) Financing Activities Repayments of long-term debt..................... (51,169) -0- Proceeds from issuance of long-term debt......... 71,788 -0- Discount on dividend reinvestment plan purchases. (488) (377) Dividends paid................................... (13,286) (12,038) Net (decrease) increase in Federal funds purchased....................................... 35,495 (31,235) Net increase in other short-term borrowings...... 4,117 110,593 Changes net of acquisitions: Net increase in deposits......................... 117,468 106,955 Purchase of treasury stock....................... (2,759) (3,689) Proceeds from sale of treasury stock............. 15 100 Net cash provided by financing activities... 161,181 170,309 Net (decrease) increase in cash and cash equivalents................................ (3,635) 13,349 Cash and cash equivalents at January 1............. 69,406 67,181 Cash and cash equivalents at September 30,......... $65,771 $ 80,530 The accompanying notes are an integral part of these consolidated financial statements. 6 FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1997 (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, 1997 and the results of operations for the three month and nine month periods ended September 30, 1997 and 1996, and statements of cash flows and changes in shareholders' equity for the nine month periods ended September 30, 1997 and 1996. The results of the three and nine months ended September 30, 1997 and 1996 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) 1997 1996 Cash paid during the first nine months of the year for: Interest $73,675 $63,008 Income Taxes $ 8,850 $ 9,350 Noncash investing and financing activities: ESOP loan reductions $ 831 $ 804 Gross increase (decrease) in market value adjustment to securities available for sale $ (277) $ 30 Loans transferred to other real estate owned and repossessed assets $ 3,890 $ 2,127 NOTE 3 New Accounting Pronouncements In February 1997 the Financial Accounting Standards Board (FASB) issued Statement No. 128 "Earnings per Share" ("FAS No. 128") which is effective for financial statements issued after December 15, 1997; earlier adoption is not permitted. This statement replaces the presentation of primary and fully diluted earnings per share with a presentation of basic and diluted earnings per share, respectively. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. FAS No. 128 also 7 FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1997 (Unaudited) NOTE 3 New Accounting Pronouncements (Continued) requires a reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator of the diluted EPS calculation. Adoption of this statement is not expected to have a material impact on the disclosure of earnings per share in the financial statements. The pro forma effect of adopting FAS No. 128 would not change the reported earnings per share for either basic or fully diluted earnings per share for the three and nine month periods ended September 30, 1996. The pro forma effect of adopting FAS No. 128 would not change the reported earnings per share for basic earnings per share for either the three or nine month periods ended September 30, 1997 but would change fully diluted earnings per share for the nine month period to $1.07 from the $1.08 reported. In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive Income", which requires businesses to disclose comprehensive income and its component in their general-purpose financial statements. This statement requires the reporting of all items of comprehensive income in a financial statement that is displayed with the same prominence as other financial statements. This statement is effective for fiscal years beginning after December 15, 1997, with reclassification of comparative financial statements and is applicable to interim periods. Management is in the process of evaluating the impact of this statement on financial statements. In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information", which is effective for financial statements for periods beginning after December 15, 1997. Statement No. 131 redefines how operating segments are determined and requires disclosure of certain financial and descriptive information about a company's operating segments. Management's preliminary determination is that under current conditions the Corporation will report one business segment. 8 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 1997 as Compared to the First Nine Months of 1996 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 the "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 1997 was $23.6 reflecting an increase of $3.7 million over 1996 results of $19.9 million. Earnings per share was $1.08 for the nine months of 1997 reflecting an increase of $0.18 over the 1996 level of $0.90. The impact of net securities transactions increased earnings per share $0.28 in 1997 while changes in net interest income increased earnings by $0.15 per share during 1997. Salary and benefit costs reduced earnings per share by $0.12 during 1997 while changes in the provision for possible credit losses reduced earnings by $0.06 per share compared to 1996 levels. Return on average assets was 1.19% and return on average equity was 11.81% during the 1997 period, compared to 1.09% and 10.34%, respectively during the same period of 1996. 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 $72.7 million for the nine months of 1997 compared to $69.7 million for the same period of 1996. Net interest margin (net interest income, on a tax-equivalent basis, as a percentage of average earning assets) for the 1997 period was 3.99%, reflecting a decrease of 16 basis points (0.16%) from 4.15% reported in 1996. Interest and fees on loans increased $14.2 million for 1997 over 1996 levels reflecting volume increases in all loan categories as average total loans for the nine months of 1997 increased $241.9 million over 1996 averages. The most notable components of loan growth for 1997 were an increase in average mortgage loans of $109.4 million and an increase in average installment loans of $39.5 million over 1996 averages. The increase in interest and fees on loans for 1997 included increases due to volume of $14.9 million and decreases due to rate of $688 thousand. Yields on 9 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 First Nine months of 1997 as Compared to the First Nine Months of 1996 (Continued) loans for the nine months of 1997 decreased by 9 basis points (0.09%) when compared to 1996 yields, as yields on mortgage loans nd installment loans decreased by 13 basis points (0.13%) and 25 basis points (0.25%), respectively. The decline in loan yields is primarily the result of the maturity of loans bearing interest rates which were higher than current market rates and the increased utilization of indirect automobile lending. Interest income on investments decreased $770 thousand when compared to the corresponding period of 1996 as a result of decreases due to volume, primarily in US government agency securities which matured. Yields on investments for the 1997 period reflected an increase of 7 basis points (0.07%) over 1996 yields. Interest on deposits increased $8.0 million for the 1997 period compared to 1996, and included increases in interest on time deposits of $5.6 million and increases in interest on total savings deposits of $2.4 million. The most notable increase in time deposit interest occurred in the 24 to 35 month and 36 to 59 month maturity ranges which increased by $2.9 million and $2.6 million respectively over 1996 levels as a result of volume increases. Average time deposits in the 24 to 35 month maturity range increased $68.8 million for the nine months of 1997 compared to 1996 averages while time deposits in the 36 to 59 month maturity range increased $57.8 million for the same time period. Volume increases have been achieved through competitive rates and aggressive marketing programs. Rate increases for savings accounts of 37 basis points (0.37%) can primarily be attributed to new savings products bearing higher interest rates than standard savings accounts. These new savings products have been designed to build long-term customer relationships and are intended to produce a favorable impact on the Corporation's net interest margin over the long-term. Total cost of deposits increased 21 basis points (0.21%) over the 1996 level. Interest expense on long-term debt increased $1.9 million compared to the 1996 period as average long-term debt for the nine months of 1997 increased $39.0 million over 1996 averages. The long-term debt increase for 1997 was a result of borrowings from the Federal Home Loan Bank with maturities of up to ten years. The provision for possible credit losses was $4.4 million for the nine month period of 1997 compared to $3.2 million during the 1996 period. Net charge-offs against the allowance for possible credit losses were $4.3 million in the 1997 period and $2.1 million in the 1996 period. The 1997 increase in net charge-offs included an increase in net charge-offs for loans to individuals of $982 thousand compared to 1996. The total dollar amount of charge-offs of loans to individuals during 1997 increased primarily as a result of unsecured loans and credit card loans. 10 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) First Nine Months of 1997 as Compared to the First Nine Months of 1996 (Continued) The increase in charge offs for unsecured loans does not appear to be a trend since past due unsecured loans have declined. Net charge-offs also increased for loans secured by residential real estate which reflected an increase of $548 thousand over 1996 levels. See the "Credit Review" section for an analysis of the quality of the loan portfolio. Below is an analysis of the consolidated allowance for possible credit losses for the nine month periods ended September 30, 1997 and 1996. (amounts in thousands) 1997 1996 Balance January 1, $19,324 $18,152 Loans charged off: Commercial, financial and agricultural 820 287 Real estate-construction -0- -0- Real estate-commercial 200 20 Real estate-residential 601 73 Loans to individuals 3,370 2,263 Lease financing receivables -0- 25 Total loans charged off 4,991 2,668 Recoveries of previously charged off loans: Commercial, financial and agricultural 122 60 Real estate-construction -0- -0- Real estate-commercial 13 83 Real estate-residential 22 31 Loans to individuals 485 360 Lease financing receivables 12 2 Total recoveries 654 536 Net charge offs 4,337 2,132 Provision charged to operations 4,422 3,150 Balance September 30 $19,409 $19,170 Total other operating income increased $6.5 million in 1997 to $15.6 million. Net securities gains were $6.0 million during the 1997 period compared to securities losses of $48 thousand during the 1996 related period. The securities gains during 1997 resulted from the sale of investments in Pennsylvania bank stocks classified as equity securities "available for sale" having a book value of $16.1 million. Trust income also reflected an increase for the 1997 period of $350 thousand, as the book value of assets managed increased over 1996 levels. Service charges on deposits remained constant but is expected to improve over the remainder of the year since a change was instituted in November 1997 for non-customer use of the Corporation's ATMs. 11 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) First Nine Months of 1997 as Compared to the First Nine Months of 1996 (Continued) Noninterest expense was $49.7 million for the nine months of 1997 which reflected an increase of $2.5 million over the 1996 level of $47.2 million. Although total noninterest expense has increased over 1996 levels, total noninterest expense as a percent of average assets declined from 2.59% for the nine months of 1996 to 2.50% for the same period of 1997. Employee costs were $27.3 million in 1997, representing 1.37% of average assets on an annualized basis compared to $24.6 million and 1.35% of average assets on an annualized basis for 1996. Salary and benefit increases can be attributed to an increase in the number of full-time equivalent employees for 1997. The employees were primarily customer contact employees to support our expansion and our convenience banking center. Net occupancy and furniture and equipment expenses increased $308 thousand and $193 thousand respectively for 1997 when compared to 1996, primarily as a result of additional branches. Other operating expenses increased $153 thousand in 1997 to $14.8 million. Telephone cost increases of $165 thousand reflected usage increases for both voice and data lines. Growth of the Corporation's credit card merchant program resulted in an increase in charge card interchange fees of $121 thousand. Outside data processing charges for the nine months of 1997 decreased $172 thousand compared to the same period of 1996, primarily as a result of centralized management of these expenses. FDIC expense decreased $748 thousand to $235 thousand for the nine months of 1997 compared to $983 thousand for 1996. The 1996 period includes an additional one-time assessment against the Corporation's thrift deposits of $768 thousand. Institutions whose deposits are insured by the bank insurance fund will pay an annual rate of approximately 1.29 cents per $100 of deposits while SAIF insured institutions will pay approximately 6.44 cents per $100 annually for the years 1997 through 1999. It is anticipated that beginning in the year 2000 banks and thrifts will pay an equal rate of 2.43 cents per $100 of deposits. Income tax expense was $10.7 million for the nine months of 1997 compared to $8.7 million for 1996. Income before taxes increased $5.7 million in the 1997 period to $34.3 million. The Corporation's effective tax rate was 31.2% for the 1997 period and compared to 30.5% for 1996, reflecting a disproportional increase in taxable income. 12 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Three Months ended September 30, 1997 Compared to the Three Months Ended September 30, 1996 Net income was $8.7 million for the third quarter of 1997, an increase of $2.8 million over the same quarter of 1996. Earnings per share was $0.40 during the 1997 quarter compared to $0.27 for the same period of 1996. Net security gains were $3.2 million during the 1997 period compared to $1 thousand during the 1996 related period. The securities gains during 1997 resulted from the sale of investments in Pennsylvania bank stocks classified as equity securities "available for sale" having a book value of $7.3 million. Interest income increased $5.4 million in the third quarter of 1997 reflecting an increase in interest and fees on loans of $5.0 million and an increase in interest income on investments of $517 thousand compared to the third quarter of 1996. Included in the change in investment income was an increase in income from U.S. treasury securities of $250 thousand and an increase in income from U.S. government agency securities of $399 thousand which was partially offset by a decrease in income from equity securities of $89 thousand. The change in income from U.S. treasury securities and stocks were primarily the result of changes in volumes while the change in income from U.S. government agencies resulted from both volume and rate increases. Yield on investments for the 1997 quarter increased 15 basis points (0.15%) to 6.25% from 6.10% for 1996. Total interest income on loans for the three months ending September 30, 1997 increased $4.3 million compared to the three months ending September 30, 1996, reflecting increases due to volume of $4.4 million and decreases due to rate of $120 thousand. Average loans outstanding for the third quarter of 1997 were $215.0 million higher than 1996 averages, reflecting increases in all loan categories but most notably in residential mortgages. Fees on loans for the third quarter of 1997 also reflected increases of $669 thousand over third quarter 1996 fees. Although total yield on loans (including fees on loans) for the third quarter of 1997 was 8.60%, an increase of 8 basis points (0.08%) over 1996 yields, installment loan yields reflected a decrease of 20 basis points (0.20%) and municipal loan yields reflected a decrease of 35 basis points (0.35%) when comparing the third quarter of 1997 to the related 1996 period. These yield decreases were primarily the result of the maturity of loans bearing interest rates which were higher than current market rates combined with the Corporation's pricing strategies which offer highly competitive rates. 13 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Three Months ended September 30, 1997 Compared to the Three Months Ended September 30, 1996 (Continued) Interest on deposits for the three months ending September 30, 1997 of $23.6 million reflected an increase of $3.2 million over the same three months of 1996. Interest on time deposits for the three months ended September 30, 1997 was $18.4 million compared to $16.0 million for the 1996 related period. The increase in interest on time deposits was primarily due to increases due to volume of $2.3 million as average time deposits for the three months of 1997 increased $135.5 million over 1996 averages. The time deposit categories reflecting the largest increases in average balances were time deposits in the 24 to 35 month maturity range which increased $94.5 million and time deposits greater than $100 thousand with maturities of greater than one year which increased by $73.8 million when compared to average balances for the third quarter of 1996. Interest on total savings deposits for the third quarter of 1997 increased $828 thousand over 1996 levels and contained increases due to rate of 4.9 million which were partially offset by decreases due to volume of $4.0 million. Total cost of deposits for the third quarter of 1997 increased 25 basis points (0.25%) from 3.95% in 1996 to 4.20% in 1997 and included increases in the cost of savings deposits of 34 basis points (0.34%) and increases of 13 basis points (0.13%) for time deposits compared to the third quarter of 1996. Interest on long term debt for the three months ending September 30, 1997 increased $764 thousand over the three months ending September 30, 1996, primarily as a result of increases in average long term debt of $54.1 million for the third quarter of 1997 compared to the 1996 quarter. Long term debt increases were borrowings from the Federal Home Loan Bank with maturities of up to ten years. Net interest margin was 3.87% for the third quarter of 1997 compared to 3.96% during the 1996 period. Provision for possible credit losses was $1.8 million for the three months ended September 30, 1997 compared to $1.2 million for the three months ended September 30, 1996. Net loans charged off in the third quarter of 1997 were $1.3 million, an increase of $399 thousand from net charge-offs of $896 thousand reported for the corresponding period of 1996. Net charge-offs of loans secured by 1-4 family residential properties increased by $280 thousand while net charge-offs of commercial loans secured by real estate increased by $158 thousand during the 1997 quarter compared to the three months of 1996. Increases in net charge- offs of credit card loans of $153 thousand for the third quarter of 1997 compared to 1996 were partially offset by decreases in net charge-offs of other unsecured loans to individuals of $102 thousand during the 1997 quarter compared to the three months of 1996. Net charge-offs of commercial loans not secured by real estate decreased by $89 thousand when comparing 1997 results to the same period of 1996. 14 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Three Months ended September 30, 1997 Compared to the Three Months Ended September 30, 1996 (Continued) Total noninterest expense for the three months ending September 30, 1997 was $16.5 million reflecting a decrease of $203 thousand over the $16.7 million reported for the corresponding period of 1996. Employee costs were $9.0 million for the third quarter of 1997 compared to $8.4 million for the 1996 quarter. Staff increases have occurred primarily in customer contact positions needed to provide convenient and timely access to financial products and services. Employee costs will be maintained over the long term through attrition management programs and the redeployment of personnel as changes are made to centralized operations. Other operating expenses for the three months ended September 30, 1997 included a decrease of $113 thousand in advertising and promotions costs compared to the three months of 1996. The 1996 period included advertising and promotions expenses related to new product offerings. The cost of outside data processing for the third quarter of 1997 reflected a decrease of $83 thousand over the third quarter of 1996 as centralized management of these costs which occurred during 1997 generated results. Collection and repossession costs for the three months ended September 30, 1997 increased $154 thousand over the corresponding period of 1996, primarily as a result of loan growth. Income taxes increased $1.6 million for the third quarter of 1997 compared to the 1996 quarter as a result of an increase in taxable income. The Corporation's effective tax rate was 31.4% for the 1997 period compared to 28.8% for the 1996 period, primarily as a result of the disproportional increase in taxable income due to securities gains being fully taxable. 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 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 $134.5 million in the first nine months of 1997 as specialized loan products and target marketing strategies generated results. Residential mortgages increased by $77.2 million during the nine months of 1997 while commercial loans secured by real estate increased by $19.3 million. The Corporation's FlexLease product introduced in 1996 continued to generate strong growth reflecting an increase of $11.0 million so far for 1997. Municipal loans also reflected strong growth during 1997 with increases of $21.6 million since year end 1996. 15 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY (Continued) Loan growth for the period was funded primarily by deposit growth and borrowings from the Federal Home Loan Bank with maturities of p to ten years which is classified as long-term debt. Total deposits grew $117.5 million and reflected increases in time deposits of $81.0 million combined with increases in savings deposits of $42.3 million since year-end 1996. Time deposits grew $79.5 million in the 24 to 35 month maturity range as deposit customers extended maturities to take advantage of competitive rates being offered by the affiliate banks. Customers also took advantage of time deposits in the 24 month maturity range which included the option of withdrawal without penalty with 30 day notice. These "Option" certificate of deposit products give customers the ability to guarantee a fixed interest rate for 24 months, usually slightly below market rates, in return for the flexibility to reinvest in higher yielding deposit products if interest rates rise. 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, 1997 securities available for sale had an amortized cost of $265.0 million and an approximate fair value of $267.0 million. 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. 16 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 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. 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, 1997 and December 31, 1996. September 30, 1997 0-90 91-180 181-365 Cumulative Days Days Days 0-365 Days Loans.................... $ 799,040 $111,203 $247,800 $1,158,043 Investments.............. 48,410 48,071 126,626 223,107 Other interest-earning assets.................. 103,770 5,831 13,195 122,796 Total interest-sensitive assets................ 951,220 165,105 387,621 1,503,946 Certificates of deposits. 205,234 182,600 233,193 621,027 Other deposits........... 742,704 -0- -0- 742,704 Borrowings............... 206,447 25,127 1,396 232,970 Total interest-sensitive liabilities........... 1,154,385 207,727 234,589 1,596,701 GAP....................$ (203,165) $(42,622) $153,032 $ (92,755) ISA/ISL.................. 0.82 0.79 1.65 0.94 Gap/Total assets......... 7.33% 1.54% 5.52% 3.35% December 31, 1996 0-90 91-180 181-365 Cumulative Days Days Days 0-365 Days Loans....................$ 669,043 $102,628 $190,064 $ 961,735 Investments.............. 17,574 37,133 84,794 139,501 Other interest-earning assets.................. 97,201 7,346 11,361 115,908 Total interest-sensitive assets................ 783,818 147,107 286,219 1,217,144 Certificates of deposits. 269,090 154,045 227,381 650,516 Other deposits........... 700,445 -0- -0- 700,445 Borrowings............... 179,308 5,621 4,946 189,875 Total interest-sensitive liabilities........... 1,148,843 159,666 232,327 1,540,836 GAP....................$ (365,025) $(12,559) $ 53,892 $ (323,692) ISA/ISL.................. 0.68 0.92 1.23 0.79 Gap/Total assets......... 14.12% 0.49% 2.09% 12.52% The Corporation has not experienced the kind of earnings volatility indicated from the gap analysis. This is because assets and liabilities with similar contractual repricing characteristics may not reprice at the same time or to the same degree. 17 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) 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 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 analysis at September 30, 1997, 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. 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 were well secured and in the process of collection. Renegotiated loans are those which terms had 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. Loans on a nonaccrual basis include impaired loans (see description below). At September 30, 1997 1996 (amounts in thousands) Nonperforming Loans: Loans on nonaccrual basis $ 7,094 $ 7,424 Past due loans 12,277 12,676 Renegotiated loans 275 283 Total nonperforming loans $ 19,646 $ 20,383 Other real estate owned $ 1,802 $ 1,827 Loans outstanding at end of period $1,881,844 $1,688,146 Average loans outstanding (year-to-date) $1,805,487 $1,563,576 Nonperforming loans as percent of total loans 1.04% 1.21% Provision for possible credit losses $ 4,422 $ 3,150 Net charge-offs $ 4,337 $ 2,132 Net charge-offs as percent of average loans 0.24% 0.14% Provision for possible credit losses as percent of net charge-offs 101.96% 147.75% Allowance for possible credit losses as percent of average loans outstanding 1.08% 1.23% Allowance for possible credit losses as percent of nonperforming loans 98.79% 94.05% 18 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) 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, 1997, there were no significant concentrations of credit. Nonperforming loans at September 30, 1997 decreased $737 thousand over 1996 levels and included decreases in nonaccrual loans of $330 thousand and decreases in past due loans of $399 thousand. Nonaccrual loans reflected decreases in commercial loans secured by real estate of $1.0 million and increases in commercial loans not secured by real estate of $285 thousand and increases in residential loans secured by real estate of $492 thousand. Past due loans reflected decreases in commercial loans secured by real estate of $1.2 million and decreases in unsecured loans to individuals of $589 thousand which were partially off-set by increases in residential loans secured by real estate of $1.4 million. Nonperforming loans as a percent of total loans of 1.04% at September 30, 1997 is at the lowest level since September 1995. Net charge-offs in both dollars and as a percentage of average loans have increased over 1996 levels, but remain below peer averages. The allowance for possible credit losses as percent of average loans outstanding remains below peer levels and has decreased when compared to September 1996. Management has considered both the favorable charge-off history compared to peer and the unfavorable allowance for possible credit losses as percentage of average loans outstanding compared to peer as factors when analyzing the adequacy of the allowance for possible credit losses. Management believes that the allowance for possible credit losses and nonperforming loans remain safely within acceptable levels. 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. 19 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) As of September 30, 1997 and 1996 the Corporation had a recorded investment in impaired loans of $7.4 million and $7.7 million respectively. Impaired loans include loans on a nonaccrual basis and renegotiated loans. The average balance of impaired loans for the nine month periods ending September 30, 1997 and 1996 were $8.2 million for both periods. An allocation of the allowance for possible credit losses in the amount of $1.7 million relates to $3.3 million of the impaired loans at September 30, 1997. An allocation of the allowance for possible credit losses in the amount of $1.5 million relates to $4.5 million of the impaired loans at September 30, 1996. Impaired loans totalling $4.1 million and $3.2 million at September 30, 1997 and 1996 respectively have no allocation of the allowance, in accordance with the Financial Accounting Standards Board Statement No. 118 "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." Income earned on impaired loans during the first nine months of 1997 was $86 thousand compared to $74 thousand for the related 1996 period. CAPITAL RESOURCES Equity capital increased $7.8 million in the first nine months of 1997. Dividends declared reduced equity by $13.3 million during the 1997 period, while earnings retention was $10.3 million, representing an earnings retention rate of 43.8%. The retained net income remains in permanent capital to fund future growth and expansion. Payments by the Corporation's Employee Stock Ownership Plan (the "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 $831 thousand. Amounts paid to fund the discount on reinvested dividends and optional cash payments reduced equity by $488 thousand. The market value adjustment to securities available for sale decreased equity by $179 thousand. The cost of purchasing treasury shares, net of the reissuance of treasury shares, decreased equity by $2.7 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. 20 ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL RESOURCES (Continued) The Federal Reserve Board 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 must 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, 1997: Percent Amount of Adjusted (in thousands) Assets Tier I Capital $256,441 14.4% Risk-Based Requirement 71,365 4.0 Total Capital 275,850 15.5 Risk-Based Requirement 142,730 8.0 Minimum Leverage Capital 256,441 9.4 Minimum Leverage Requirement 108,972 4.0 At September 30, 1997 the Corporation and its banking subsidiaries are considered well capitalized as defined by the Federal Deposit Insurance Corporation Improvement Act of 1991. 21 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 Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K Form 8-k dated September 18, 1997 reporting a change in the registrants independent certified public accountants 22 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 13, 1997 /S/ Joseph E. O'Dell Joseph E. O'Dell, President and Chief Executive Officer DATED: NOVEMBER 13, 1997 /S/ John J. Dolan John J. Dolan, Sr. Vice President, Comptroller, and Chief Financial Officer 23 EX-27 2
9 1,000 3-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 65,771 1,825 0 0 266,959 489,761 491,266 1,902,272 19,409 2,772,090 2,222,234 189,943 30,135 60,668 0 0 22,437 246,673 2,772,090 39,627 11,326 40 50,993 23,563 26,505 24,488 1,791 3,193 16,531 12,700 8,711 0 0 8,711 0.40 0.40 3.87 7,094 12,277 275 0 19,324 4,991 654 19,409 0 0 0
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