SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20122013

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 0-12508

 

 

S&T BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania 25-1434426

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

800 Philadelphia Street, Indiana, PA 15701
(Address of principal executive offices) (zip code)

800-325-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨  Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)  Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $2.50 Par Value - 28,913,22029,720,105 shares as of April 30, 201222, 2013

 

 

 


INDEX

S&T BANCORP, INC. AND SUBSIDIARIES

 

         Page No.     

PART I. FINANCIAL INFORMATION

  

Item 1.

 Financial Statements  
 Consolidated Balance Sheets – March 31, 20122013 and December 31, 20112012   3 
 Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 20122013 and 20112012   4 
 Consolidated Statements of Changes in Shareholders’ Equity – Three Months Ended March 31, 20122013 and 20112012   5 
 Consolidated Statements of Cash Flows – Three Months Ended March 31, 20122013 and 20112012   6 
 Notes to Consolidated Financial Statements   7-32    7-30 

Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations   32-46    30-44 

Item 3.

 Quantitative and Qualitative Disclosures about Market Risk   47    44-45 

Item 4.

 Controls and Procedures   48    45 

PART II. OTHER INFORMATION

  

Item 1.

 Legal Proceedings   49    46 

Item 1A.

 Risk Factors   49    46 

Item 2.

 Unregistered Sales of Equity Securities and Use of Proceeds   49    46 

Item 3.

 Defaults Upon Senior Securities   49    46 

Item 4.

 Mine Safety Disclosures   49    46 

Item 5.

 Other Information   49    46 

Item 6.

 Exhibits   49    46 
 Signatures   50    47  

S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

  March 31, 2012 December 31, 2011   March 31, 2013 December 31, 2012 
(in thousands, except share and per share data)  (Unaudited) (Audited)   (Unaudited) (Audited) 

ASSETS

      

Cash and due from banks, including interest-bearing deposits of $332,852 and $208,854 at March 31, 2012 and December 31, 2011, respectively

  $386,640   $270,526  

Cash and due from banks, including interest-bearing deposits of $215,438 and $257,116 at March 31, 2013 and December 31, 2012, respectively

  $261,124   $337,711  

Securities available-for-sale, at fair value

   364,056    357,596     469,418    452,266  

Loans held for sale

   3,663    2,850     2,580    22,499  

Portfolio loans, net of unearned income of $542 and $715 at March 31, 2012 and December 31, 2011, respectively

   3,197,780    3,129,759  

Portfolio loans, net

   3,381,982    3,346,622  

Allowance for loan losses

   (47,827  (48,841   (45,936  (46,484
      

Portfolio loans, net

   3,149,953    3,080,918     3,336,046    3,300,138  
      

Bank owned life insurance

   60,287    56,755     59,081    58,619  

Premises and equipment, net

   39,979    37,755     37,975    38,676  

Federal Home Loan Bank stock, at cost

   18,778    18,216  

Federal Home Loan Bank and other restricted stock, at cost

   13,185    15,315  

Goodwill

   171,395    165,273     175,820    175,733  

Other intangibles, net

   6,202    5,728     4,919    5,350  

Other assets

   130,022    124,377     119,715    120,395  
      

Total Assets

  $4,330,975   $4,119,994    $4,479,863   $4,526,702  
      

LIABILITIES

      

Deposits:

      

Noninterest-bearing demand

  $860,108   $818,686    $951,050   $960,980  

Interest-bearing demand

   306,400    283,611     304,667    316,760  

Money market

   291,245    278,092     326,489    361,233  

Savings

   882,675    802,942     993,472    965,571  

Certificates of deposit

   1,181,927    1,152,528     1,062,886    1,033,884  
      

Total Deposits

   3,522,355    3,335,859     3,638,564    3,638,428  
      

Securities sold under repurchase agreements

   40,638    30,370     64,358    62,582  

Short-term borrowings

   75,000    75,000     50,000    75,000  

Long-term borrowings

   31,426    31,874     23,535    34,101  

Junior subordinated debt securities

   90,619    90,619     90,619    90,619  

Other liabilities

   66,519    65,746     68,173    88,550  
      

Total Liabilities

   3,826,557    3,629,468     3,935,249    3,989,280  

SHAREHOLDERS’ EQUITY

      

Common stock ($2.50 par value) Authorized—50,000,000 shares Issued—30,387,313 shares at March 31, 2012 and 29,714,038 shares at December 31, 2011 Outstanding—28,873,043 shares at March 31, 2012 and 28,131,249 shares at December 31, 2011

   75,968    74,285  

Common stock ($2.50 par value)

Authorized—50,000,000 shares

Issued—31,197,365 shares at March 31, 2013 and December 31, 2012

Outstanding—29,724,721 shares at March 31, 2013 and 29,732,209 shares at December 31, 2012

   77,993    77,993  

Additional paid-in capital

   65,116    52,637     77,541    77,458  

Retained earnings

   419,263    421,468     444,115    436,039  

Accumulated other comprehensive loss

   (14,086  (14,108   (14,343  (13,582

Treasury stock (1,514,270 shares and 1,582,789 shares at March 31, 2012 and December 31, 2011, respectively, at cost)

   (41,843  (43,756

Treasury stock (1,472,644 shares at March 31, 2013 and 1,465,156 shares at December 31, 2012, at cost)

   (40,692  (40,486
      

Total Shareholders’ Equity

   504,418    490,526     544,614    537,422  
      

Total Liabilities and Shareholders’ Equity

  $4,330,975   $4,119,994    $4,479,863   $4,526,702  
      

See Notes to Consolidated Financial Statements

S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

  Three Months  Ended
March 31,
   Three Months  Ended
March 31,
 
(in thousands, except per share data)  2012   2011   2013   2012 

INTEREST INCOME

        

Loans, including fees

  $36,337    $39,649    $35,045    $36,337  

Investment Securities:

    

Investment securities:

    

Taxable

   1,944     1,843     1,863     1,944  

Tax-exempt

   753     598     833     753  

Dividends

   106     102     102     106  
            

Total Interest Income

   39,140     42,192     37,843     39,140  
            

INTEREST EXPENSE

        

Deposits

   4,751     6,062     3,202     4,751  

Borrowings and junior subordinated debt securities

   1,068     1,258     972     1,068  
            

Total Interest Expense

   5,819     7,320     4,174     5,819  
            

NET INTEREST INCOME

   33,321     34,872     33,669     33,321  

Provision for loan losses

   9,272     10,640     2,307     9,272  
            

Net Interest Income After Provision for Loan Losses

   24,049     24,232  

Net interest income after provision for loan losses

   31,362     24,049  
            

NONINTEREST INCOME

        

Securities gains, net

   840     13     2     840  

Gain on sale of merchant card servicing business

   3,093     —    

Wealth management fees

   2,576     2,419  

Debit and credit card fees

   2,667     2,645     2,451     2,667  

Wealth management fees

   2,419     2,050  

Service charges on deposit accounts

   2,408     2,285     2,448     2,408  

Insurance fees

   2,212     2,132     1,775     1,691  

Mortgage banking

   671     625     482     671  

Other

   1,852     1,276     1,979     2,373  
            

Total Noninterest Income

   13,069     11,026     14,806     13,069  
            

NONINTEREST EXPENSE

        

Salaries and employee benefits

   16,472     13,320     16,067     16,472  

Data processing

   3,240     1,504     2,664     3,240  

Professional services and legal

   1,900     1,588  

Net occupancy

   1,784     1,857     2,169     1,784  

Furniture and equipment

   1,238     1,177     1,308     1,238  

Joint venture amortization

   894     740  

Other taxes

   774     902     999     774  

Professional services and legal

   974     1,900  

FDIC assessment

   776     608  

Marketing

   742     601     689     742  

FDIC assessment

   608     1,226  

Other

   5,131     4,534     5,970     6,025  
            

Total Noninterest Expense

   32,783     27,449     31,616     32,783  
            

Income Before Taxes

   4,335     7,809     14,552     4,335  

Provision for income taxes

   855     1,514     2,222     855  
      

Net Income

   3,480     6,295  

Preferred stock dividends and discount amortization

   —       1,555  
            

Net Income Available to Common Shareholders

  $3,480    $4,740    $12,330    $3,480  
            

Earnings per common share—basic

  $0.12    $0.17    $0. 41    $0.12  

Earnings per common share—diluted

   0.12     0.17     0. 41     0.12  

Dividends declared per common share

   0.15     0.15     0. 15     0.15  
            

Comprehensive Income

  $3,502    $6,240    $11,569    $3,502  
            

See Notes to Consolidated Financial Statements

S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

(in thousands, except share and per share data) Comprehensive
Income
  Preferred
Stock
   Common
Stock
   Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Loss
  Treasury
Stock
  Total 

Balance at January 1, 2011

  $106,137    $74,285    $51,570   $401,734   $(6,334 $(48,727 $578,665  

Net income for three months ended March 31, 2011

 $6,295         6,295      6,295  

Other Comprehensive Income, Net of Tax

          

Change in unrealized gains on securities available for sale, net of tax of $98

  (183        (183   (183

Reclassification adjustment for net gains/losses on securities available-for-sale included in net income, net of tax of $5

  (8        (8   (8

Adjustment to funded status of employee benefit plans, net of tax of $73

  136          136     136  
             

Total Comprehensive Income

 $6,240           
             

Preferred stock dividends and discount amortization

   196        (1,555    (1,359

Cash dividends declared ($0.15 per share)

        (4,193    (4,193

Treasury stock issued (83,605 shares)

        (1,780   2,312    532  

Recognition of restricted stock compensation expense

       267       267  

Forfeitures of restricted stock (1,537 shares)

          (37  (37
                                   

Balance at March 31, 2011

  $106,333    $74,285    $51,837   $400,501   $(6,389 $(46,452 $580,115  
                                   
                                   

Balance at January 1, 2012

  $—      $74,285    $52,637   $421,468   $(14,108 $(43,756 $490,526  

Net income for three months ended
March 31, 2012

 $3,480         3,480      3,480  

Other Comprehensive Income, Net of Tax

          

Change in unrealized gains on securities available-for-sale, net of tax of $120

  223          223     223  

Reclassification adjustment for net gains on securities available-for-sale included in net income, net of tax of $307

  (570        (570   (570

Adjustment to funded status of employee benefit plans, net of tax of $199

  369          369     369  
             

Total Comprehensive Income

 $3,502           
             

Cash dividends declared ($0.15 per share)

        (4,220    (4,220

Common stock issued in acquisition (673,275 shares)

     1,683     12,430       14,113  

Treasury stock issued (70,999 shares)

        (1,465   1,962    497  

Recognition of restricted stock compensation expense

       74       74  

Tax expense from stock-based compensation

       (25     (25

Forfeitures of restricted stock (2,480 shares)

          (49  (49
                                   

Balance at March 31, 2012

  $—      $75,968    $65,116   $419,263   $(14,086 $(41,843 $504,418  
                                   
(in thousands, except share and per share data)  Common
Stock
   Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Treasury
Stock
  Total 

Balance at January 1, 2012

  $74,285    $52,637   $421,468   $(14,108 $(43,756 $490,526  

Net income for three months ended March 31, 2012

      3,480      3,480  

Other comprehensive income (loss), net of tax

       22     22  

Cash dividends declared ($0.15 per share)

      (4,220    (4,220

Common stock issued in acquisition (673,275 shares)

   1,683     12,430       14,113  

Treasury stock issued for restricted awards (70,999 shares, net of 2,480 forfeitures)

      (1,465   1,913    448  

Recognition of restricted stock compensation expense

     74       74  

Tax expense from stock-based compensation

     (25     (25
                           

Balance at March 31, 2012

  $75,968    $65,116   $419,263   $(14,086 $(41,843 $504,418  
                           
                           

Balance at January 1, 2013

  $77,993    $77,458   $436,039   $(13,582 $(40,486 $537,422  

Net income for three months ended March 31, 2013

      12,330      12,330  

Other comprehensive (loss) income, net of tax

       (761   (761

Cash dividends declared ($0.15 per share)

      (4,460    (4,460

Treasury stock issued for restricted awards (3,989 shares, net of 11,477 forfeitures)

      206     (206  —    

Recognition of restricted stock compensation expense

     118       118  

Tax expense from stock-based compensation

     (35     (35
                           

Balance at March 31, 2013

  $77,993    $77,541   $444,115   $(14,343 $(40,692 $544,614  
                           

See Notes to Consolidated Financial Statements

S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  Three Months Ended March 31,   Three Months Ended March 31, 
(in thousands)  2012 2011   2013 2012 

OPERATING ACTIVITIES

      

Net income

  $3,480   $6,295    $12,330   $3,480  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Provision for loan losses

   9,272    10,640     2,307    9,272  

Provision for unfunded loan commitments

   252    265     753    252  

Depreciation and amortization

   1,507    1,465     1,590    1,507  

Net amortization of discounts and premiums

   457    318     861    457  

Stock-based compensation expense

   108    181     117    108  

Securities gains, net

   (840  (13   (2  (840

Deferred income taxes

   646    (2,042

Net gain on sale of merchant card servicing business

   (3,093  —    

Tax expense from stock-based compensation

   25    —       35    25  

Mortgage loans originated for sale

   (19,019  (23,109   (17,742  (19,019

Proceeds from the sale of loans

   18,468    29,510     37,661    18,468  

Gain on the sale of loans, net

   (263  (369   (329  (263

Net decrease (increase) in interest receivable

   637    (54

Net (decrease) increase in interest payable

   (65  160  

Net (increase) decrease in interest receivable

   (776  637  

Net decrease in interest payable

   (1,094  (65

Net decrease in other assets

   2,408    753     1,865    3,054  

Net decrease in other liabilities

   (852  (11,442   (20,029  (852
      

Net Cash Provided by Operating Activities

   16,221    12,558     14,454    16,221  

INVESTING ACTIVITIES

      

Purchases of securities available-for-sale

   (12,168  (56,127   (33,302  (12,168

Proceeds from maturities, prepayments and calls of securities available-for-sale

   19,211    13,065     13,426    19,211  

Proceeds from sales of securities available-for-sale

   58,242    70     94   58,242  

Proceeds from the redemption of Federal Home Loan Bank stock

   911    —       2,129    911  

Net decrease in loans

   50,569    50,965  

Net (increase) decrease in loans

   (39,284  50,569  

Purchases of premises and equipment

   (919  (613   (652  (919

Proceeds from the sale of premises and equipment

   7    253     142    7  

Payment for purchase of Mainline, net of acquired cash

   4,517    —    

Proceeds from the sale of merchant card servicing business

   4,750    —    

Net cash acquired from bank acquisitions

   —     4,517  
      

Net Cash Provided by Investing Activities

   120,370    7,613  

Net Cash (Used In) Provided by Investing Activities

   (52,697  120,370  

FINANCING ACTIVITIES

      

Net increase in core deposits

   48,639    6,991  

Net decrease in certificates of deposit

   (68,141  (18,708

Net increase (decrease) in securities sold under repurchase agreements and federal funds purchased

   10,268    (2,384

Net (decrease) increase in core deposits

   (28,866  48,639  

Net increase (decrease) in certificates of deposit

   28,808    (68,141

Net increase in securities sold under repurchase agreements

   1,775    10,268  

Net decrease in short-term borrowings

   (25,000  —   

Repayments of long-term borrowings

   (7,446  (391   (10,566  (7,446

Purchase of treasury shares

   (49  —       —     (49

Sale of treasury shares

   497    532     —     497  

Preferred stock dividends

   —      (1,359

Cash dividends paid to common shareholders

   (4,220  (4,193   (4,460  (4,220

Tax (expense) benefit from stock-based compensation

   (25  —    

Tax expense from stock-based compensation

   (35  (25
      

Net Cash Used in Financing Activities

   (20,477  (19,512   (38,344  (20,477

Net increase in cash and cash equivalents

   116,114    659  

Net (decrease) increase in cash and cash equivalents

   (76,587  116,114  

Cash and cash equivalents at beginning of period

   270,526    108,196     337,711    270,526  
      

Cash and Cash Equivalents at End of Period

  $386,640   $108,855    $261,124   $386,640  
      

Supplemental Disclosures

      

Interest paid

  $5,885   $7,159    $5,268   $5,885  

Income taxes paid(1)

   —      —    

Net assets acquired from Mainline, excluding cash and cash equivalents

   3,846    —    

Income taxes paid, net of refunds(1)

   (45  —   

Net assets from acquisitions, excluding cash and cash equivalents

   —     3,846  

Transfers to other real estate owned and other repossessed assets

  $264   $2,677    $126  $264  
      

(1)There were no taxes paid during either of the quarters presented above due to the carry forward of prior year overpayments.

See Notes to Consolidated Financial Statements

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

 

Principals of Consolidation

The interim Consolidated Financial Statements include the accounts of S&T Bancorp, Inc., or S&T, and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Investments of 20 percent to 50 percent of the outstanding common stock of investees are accounted for using the equity method of accounting.

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements of S&T have been prepared in accordance with generally accepted accounting principles, or GAAP, in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2011,2012, filed with the SEC on February 28, 2012.25, 2013. In the opinion of management, the accompanying interim financial information reflects all adjustments, including normal recurring adjustments, necessary to present fairly S&T’s financial position and results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year or any future period.

Reclassification

Certain amounts in the prior periods’ financial statements and footnotes have been reclassified to conform to the current period’s presentation. The reclassifications had no significant effect on our results of operations or financial condition.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principlesGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Recently Adopted Accounting Standards Updates

PresentationReporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In December 2011,February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU No. 2011-12, which supersedes certain pending paragraphs in2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2011-05. It effectively defers changes that relate to2013-02 requires reporting the presentationeffect of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the FASB time to redeliberate the presentation requirements forsignificant reclassifications out of accumulated other comprehensive income for annual and interimby component on the respective line items in the income statement parenthetically or in the notes to the financial statements.statements if the amounts being reclassified are required under U.S. GAAP to be reclassified in their entirety to net income. This amendment is effective at the same time as the amendments in ASU No. 2011-05. It should be applied retrospectively and is effective for public companies prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011.2012 and early adoption is permitted. We have elected the option of reporting in the notes to the financial statements. The adoption of this ASU has2013-02 impacted only impacted our presentation of comprehensive incomedisclosures and hasdid not hadhave an impact on our results of operations or financial position.

Testing Goodwill for ImpairmentClarifying the Scope of Disclosures about Offsetting Assets and Liabilities

In September 2011,January 2013, the FASB issued ASU No. 2011-08, which permits2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities in order to clarify the scope of ASU 2011-11, Disclosures About Offsetting Assets and Liabilities, issued in December 2011. ASU 2011-11 required entities to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an entityagreement similar to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes it is not more likely than not that its fair value is less than its carrying amount, it need not perform the two-step impairment test.master netting arrangement. This ASU iswas issued to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under International Financial Reporting Standards, or IFRS. ASU 2013-01 clarified that ASU 2011-11 applies to derivatives, sale and repurchase agreements and reverse sale of repurchase agreements, and securities borrowing and securities lending arrangements, but does not apply to standard commercial contracts allowing either party to net in the event of default or to broker-dealer unsettled regular-way trades. Both ASUs are effective for annual and interim goodwill impairment tests performedpublic companies retrospectively for fiscal years, and interim periods within those years, beginning on or after December 15, 2011. Early adoption is permitted.January 1, 2013. The adoption of this ASU has2013-02 and ASU 2011-11 impacted only our disclosures and did not had a materialhave an impact on our results of operations or financial position.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 1. BASIS OF PRESENTATION continued

 

 

Recently Issued Accounting Standards Updates not yet Adopted

PresentationObligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of Comprehensive Incomethe Obligation is Fixed at the Reporting Date

In June 2011,February 2013, the FASB issued ASU No. 2011-05,2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the provisionsTotal Amount of which allow an entity the option to presentObligation is Fixed at the Reporting Date. The ASU requires the measurement of obligations resulting from joint and several liability arrangements for which the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statementobligation is fixed at the reporting date as the sum of changes in stockholders’ equity. ASU 2011-05 does not change the itemsamount the reporting entity agreed to pay on the basis of its arrangement with its co-obligors as well as any additional amount that must be reported in other comprehensive income or when an itemthe entity expects to pay on behalf of other comprehensive income must be reclassified to net income. ASU 2011-05 permits companies to present in the annual period the comprehensive income components in a single continuous statement or two consecutive statements and to present in the interim periods only the total for comprehensive income in a single continuous statement or two consecutive statements. We have elected this option in a single continuous statement format for interim periods. ASU 2011-05 should be applied retrospectively andits co-obligors. The new standard is effective for public companiesretrospectively for fiscal years and interim periods within those years, beginning after December 15, 2011. The adoption of this ASU has only impacted our presentation of comprehensive income2013, and has not had an impact on our results of operations or financial position.

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS

In May 2011, the FASB issued ASU No. 2011-04, which represents the convergence of the FASB’s and the IASB’s guidance on fair value measurement. ASU 2011-04 reflects the common requirements under U.S. GAAP and IFRS for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning for the term “fair value.” The new guidance does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it is already required or permitted under U.S. GAAP or IFRS. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13 Fair Value Measurement. A public company is required to apply the ASU prospectively for interim and annual periods beginning after December 15, 2011. Earlyearly adoption is not permitted for a public company. The adoptionpermitted. We are currently evaluating the implications of this ASU has impacted only disclosure requirements and did not have a material impact on our results of operations or financial position.2013-04.

Reconsideration of Effective Control for Repurchase Agreements

In April 2011, the FASB issued ASU No. 2011-03, which is intended to improve financial reporting of repurchase agreements, or repos, and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. When an entity enters into a typical repo arrangement, it transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. Current guidance prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to a repo agreement. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets. This ASU improves the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets and focuses the assessment on the transferor’s contractual rights. This guidance is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of this ASU had no impact on our results of operations or financial position.

Recently Issued Accounting Standards Updates not yet Adopted

Disclosures About Offsetting Assets and Liabilities

In December 2011, the FASB issued ASU No. 2011-11, in conjunction with the IASB’s issuance of amendments to Disclosures—Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7). The disclosure requirements apply to recognized financial instruments and derivative instruments that are offset or subject to an enforceable master netting arrangement. An entity shall disclose information to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on its financial position, including the effect or potential effect of rights of setoff associated with recognized assets and recognized liabilities. While both the FASB and the IASB retained the existing offsetting models under U.S. GAAP and IFRS, the new standards require disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The adoption of this ASU is not expected to have a material impact on our results of operations or financial position.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 2. BUSINESS COMBINATION

On March 9, 2012, we completed the acquisition of 100 percent of the voting shares of Mainline Bancorp, Inc., or Mainline, located in Ebensburg, Pennsylvania, which was the sole shareholder of Mainline National Bank, in a nontaxable stock and cash transaction. The acquisition expanded our market share and footprint throughout Cambria and Blair Counties of Western Pennsylvania. Mainline shareholders were entitled to elect to receive for each share of Mainline common stock either $69.00 in cash or 3.6316 shares of S&T common stock. We paid $8.5 million in cash and issued 673,275 common shares at a fair value of $21.42 per share or $14.4 million to the former Mainline shareholders. The fair value of $21.42 per share of S&T common stock was based on the March 9, 2012 closing price. We also purchased Mainline’s preferred stock issued under the U.S. Treasury Capital Purchase Program, or CPP, for $4.7 million on March 9, 2012. The preferred stock was purchased and retired as part of the merger transaction.

The acquisition was accounted for under the acquisition method of accounting, and all transactions of Mainline since the acquisition date are included in our consolidated financial statements. The assets acquired and liabilities assumed were recorded at their respective fair values and represent management’s estimates based on available information.

Goodwill of $6.1 million was calculated as the excess of the consideration exchanged over the net identifiable assets acquired. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of S&T and Mainline. All of the goodwill was assigned to our Community Banking segment. The goodwill recognized will not be deductible for tax purposes.

The following table summarizes total consideration, assets acquired and liabilities assumed at March 9, 2012:

(in thousands)    
      

Consideration Paid

  

Cash*

  $13,246  

Common stock

   14,422  

Fair value of previously held equity interest in Mainline Bancorp, Inc.

   74  
      

Fair Value of Total Consideration

  $27,742  
      

* Cash includes $4.7 million paid to U.S. Treasury to purchase Mainline’s preferred stock.

  

Fair Value of Assets Acquired

  

Cash and cash equivalents

  $17,763  

Securities and other investments

   73,443  

Loans

   129,260  

Premises and other equipment

   2,280  

Core deposit intangible

   900  

Other assets

   12,586  
      

Total Assets Acquired

  $236,232  

Fair Value of Liabilities Assumed

  

Deposits

   205,989  

Borrowings

   6,997  

Other liabilities

   1,637  
      

Total Liabilities Assumed

  $214,623  
      

Total Fair Value of Identifiable Net Assets

   21,609  
      

Goodwill

  $6,133  
      

Provisional amounts have been recorded for the fair values of loans, deposits and the core deposit intangible at March 31, 2012. Additional adjustments will be required to finalize the acquisition accounting for Mainline since only preliminary valuations were available at the time of this filing. The measurement period for the Mainline acquisition ends March 9, 2013.

Loans acquired in the Mainline acquisition were recorded at fair value with no carryover of the related allowance for loan losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Loans acquired with evidence of credit quality deterioration were not significant. We acquired $132.3 million of gross loans and recognized a net combined yield and credit mark of $3.0 million.

Direct costs related to the Mainline acquisition were expensed as incurred. During the first quarter 2012, we recognized $3.9 million of one-time merger related expenses, including $1.6 million in data processing contract termination and conversion costs, $1.7 million in change of control and severance payments and $0.4 million in legal and professional expenses.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 3.2. EARNINGS PER SHARE

 

The following table reconciles the numerators and denominators of basic earnings per share with that of diluted earnings per share for the periods presented:

 

  Three Months Ended March 31,   Three Months Ended March 31, 
(in thousands, except share and per share data)  2012   2011   2013   2012 
            

Numerator for Earnings per Common Share—Basic:

        

Net income

  $3,480    $6,295    $12,330    $3,480  

Less: Preferred stock dividends and discount amortization

   —       1,555  

Less: Income allocated to participating shares

   7     5     45     7  
            

Net Income Allocated to Common Shareholders

  $3,473    $4,735    $12,285    $3,473  
            

Numerator for Earnings per Common Share—Diluted:

        

Net income

  $3,480    $6,295    $12,330    $3,480  

Less: Preferred stock dividends and discount amortization

   —       1,555  
            

Net Income Available to Common Shareholders

  $3,480    $4,740    $12,330    $3,480  
            

Denominators:

        

Weighted Average Common Shares Outstanding—Basic

   28,257,450     27,936,723     29,621,453     28,257,450  

Add: Dilutive potential common shares

   15,119     20,279     52,953     15,119  
            

Denominator for Treasury Stock Method—Diluted

   28,272,569     27,957,002     29,674,406     28,272,569  
      

Weighted Average Common Shares Outstanding—Basic

   28,257,450     27,936,723     29,621,453     28,257,450  

Add: Average participating shares outstanding

   58,855     32,233     108,249     58,855  
            

Denominator for Two-Class Method—Diluted

   28,316,305     27,968,956     29,729,702     28,316,305  
            

Earnings per common share—basic

  $0.12    $0.17    $0.41    $0.12  

Earnings per common share—diluted

  $0.12    $0.17    $0.41    $0.12  

Warrants considered anti-dilutive excluded from dilutive potential common shares

   517,012     517,012     517,012     517,012  

Stock options considered anti-dilutive excluded from dilutive potential common shares

   739,282     746,435     655,573     739,282  

Restricted stock considered anti-dilutive excluded from dilutive potential common shares

   30,783     11,954     55,296     30,783  
            

NOTE 4.3. FAIR VALUE MEASUREMENTS

 

We use fair value measurements when recording and disclosing certain financial assets and liabilities. Securities available-for-sale, trading assets and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other assets at fair value on a nonrecurring basis, such as loans held for sale, impaired loans, other real estate owned, or OREO, mortgage servicing rights, or MSRs, and certain other assets.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 3. FAIR VALUE MEASUREMENTS – continued

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. In determining fair value, we use various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, which areis developed, based on market data we have obtained from independent sources. Unobservable inputs reflect our estimate of assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.

Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.

Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4. FAIR VALUE MEASUREMENTS – continued

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our policy is to recognize transfers between any of the fair value hierarchy levels at the end of the reporting period in which the transfer occurred.

The following are descriptions of the valuation methodologies that we use for financial instruments recorded at fair value on either a recurring or nonrecurring basis.

Recurring Basis

Securities Available-for-Sale

Securities available-for-sale include both debt and equity securities.

We obtain estimated fair values for debt securities from a third-party pricing service, which utilizes several sources for valuing fixed-income securities. The market evaluation sources for debt securities include observable inputs rather than significant unobservable inputs and are classified as Level 2. The service provider utilizes pricing models that vary by asset class and include available trade, bid and other market information. Generally, the methodologies include broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

Marketable equity securities that have an active, quotable market are classified inas Level 1. Marketable equity securities that are quotable, but are thinly traded or inactive, are classified as Level 2 and securities that are not readily traded and do not have a quotable market are classified as Level 3.

Trading Assets

We use quoted market prices to determine the fair value of our trading assets. Our trading assets are held in a Rabbi Trust under a deferred compensation plan and are invested in readily quoted mutual funds. Accordingly, these assets are classified as Level 1. Trading assets are recorded in other assets in the Consolidated Balance Sheets.

Derivative Financial Instruments

We use derivative instruments including interest rate swaps for commercial loans with our customers and we sell mortgage loans in the secondary market and enter into interest rate lock commitments. We calculate the fair value for derivatives using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Each valuation considers the contractual terms of the derivative, including the period to maturity and uses observable market based inputs, such as interest rate curves and implied volatilities. Accordingly, derivatives are classified as Level 2.

We incorporate credit valuation adjustments into the valuation models to appropriately reflect both itsour own nonperformance risk and the respective counterparty’s nonperformance risk in calculating fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements and collateral postings.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 3. FAIR VALUE MEASUREMENTS – continued

Nonrecurring Basis

Loans Held for Sale

Loans held for sale consist of 1-4 family residential loans originated for sale in the secondary market and, from time to time, certain loans transferred from the loan portfolio to loans held for sale, all of which are carried at the lower of cost or fair value. The fair value of 1-4 family residential loans is based on the principal or most advantageous market currently offered for similar loans using observable market data. The fair value of the loans transferred from the loan portfolio is based on the amounts offered for these loans in currently pending sales transactions. Loans held for sale carried at fair value are classified as Level 2.3.

Impaired Loans

Impaired loans are carried at the lower of carrying value or fair value. Fair value is determined as the recorded investment balance less any specific reserve. We establish a specific reserve based on the following three impairment methods: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate, 2) the loan’s observable market price or 3) the fair value of the collateral less estimated selling costs when the loan is collateral dependent and we expect to liquidate.liquidate the collateral. However, if repayment is expected to come from the operation of the collateral, rather than liquidation, then we do not consider estimated selling costs in determining the fair value of the collateral. Collateral values are generally based upon appraisals by approved, independent state certified appraisers.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4. FAIR VALUE MEASUREMENTS – continued

Appraisals may be discounted based on our historical knowledge, changes in market conditions from the time of valuationappraisal or our knowledge of the borrower and the borrower’s business. Impaired loans carried at fair value are classified as Level 3.

OREO and Other Repossessed Assets

OREO and other repossessed assets obtained in partial or total satisfaction of a loan are recorded at the lower of recorded investment in the loan or fair value less cost to sell. Subsequent to foreclosure, these assets are carried at the lower of the amount recorded at acquisition date or fair value less cost to sell. Accordingly, it may be necessary to record nonrecurring fair value adjustments. Fair value, when recorded, is generally based upon appraisals by approved, independent state certified appraisers. Like impaired loans, appraisals on OREO may be discounted based on our historical knowledge, changes in market conditions from the time of valuationappraisal or other information available to us. OREO and other repossessed assets are classified as Level 3.

Mortgage Servicing Rights

The fair value of MSRs is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. If the carrying value of MSRs exceeds fair value, they are considered impaired. As the valuation model includes significant unobservable inputs, MSRs are classified as Level 3 within the fair value hierarchy.

Other Assets

In accordance with GAAP, weWe measure certain other assets at fair value on a nonrecurring basis. Fair value is based on the application of lower of cost or fair value accounting, or write downswrite-downs of individual assets. Valuation methodologies used to measure fair value are consistent with overall principles of fair value accounting and consistent with those described above.

Financial Instruments

In addition to financial instruments recorded at fair value in our financial statements, fair value accounting guidance requires disclosure of the fair value of all of an entity’s assets and liabilities that are considered financial instruments. The majority of our assets and liabilities are considered financial instruments as defined in the guidance.instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and willing seller engaged in an exchange transaction. Also, it is our general practice and intent to hold our financial instruments to maturity and to not engage in trading or sales activities.activities with respect to such financial instruments. For fair value disclosure purposes, we substantially utilizedutilize the fair value measurement criteria as required and explained above. In cases where quoted fair values are not available, we use present value methods to determine the fair value of our financial instruments.

Cash and Cash Equivalents and Other Short-Term Assets

The carrying amounts reported in the Consolidated Balance Sheets for cash and due from banks, including interest-bearing deposits, approximate fair value.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4.3. FAIR VALUE MEASUREMENTS – continued

 

 

Loans

The fair value of variable rate performing loans is based on carrying values adjusted for credit risk. The fair value of fixed rate performing loans is estimated using discounted cash flow analyses, utilizing interest rates currently being offered for loans with similar terms, adjusted for credit risk. The fair value of nonperforming loans is based on their carrying values less any specific reserve. The carrying amount of accrued interest approximates fair value.

Bank Owned Life Insurance

Fair value approximates net cash surrender value.

Deposits

The fair values disclosed for deposits without defined maturities (e.g., noninterest and interest-bearing demand, money market and savings accounts) are by definition equal to the amounts payable on demand. The carrying amounts for variable rate, fixed-term time deposits approximate their fair values. Estimated fair values for fixed rate and other time deposits are based on discounted cash flow analysis using interest rates currently offered for time deposits with similar terms. The carrying amount of accrued interest approximates fair value.

Short-Term Borrowings

The carrying amounts of securities sold under repurchase agreements, federal funds purchased and other short-term borrowings approximate their fair values.

Long-Term Borrowings

The fair values disclosed for fixed rate long-term borrowings are determined by discounting their contractual cash flows using current interest rates for long-term borrowings of similar remaining maturities. The carrying amounts of variable rate long-term borrowings approximate their fair values.

Junior Subordinated Debt Securities

The variable rate junior subordinated debt securities reprice quarterly and fair values are based on carrying values.

Loan Commitments and Standby Letters of Credit

Off-balance sheet financial instruments consist of commitments to extend credit and letters of credit. Except for interest rate lock commitments, estimates of the fair value of these off-balance sheet items are not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

Other

Estimates of fair value are not made for items that are not defined as financial instruments, including such items as our core deposit intangibles and the value of our trust operation.operations.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4.3. FAIR VALUE MEASUREMENTS – continued

 

 

The following tables present our assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy level at March 31, 20122013 and December 31, 2011.2012. There were no transfers between Level 1 and Level 2 for items measured at fair value on a recurring basis during the periods presented.

 

  March 31, 2012   March 31, 2013 
(in thousands)  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
                        

ASSETS

                

Securities available-for-sale:

                

Obligations of U.S. government corporations and agencies

  $—      $160,444    $—      $160,444    $ —     $230,763    $ —     $230,763  

Collateralized mortgage obligations of U.S. government corporations and agencies

   —       59,488     —       59,488     —      51,986     —      51,986  

Mortgage-backed securities of U.S. government corporations and agencies

   —       45,983     —       45,983  

Residential mortgage-backed securities of U.S. government corporations and agencies

   —      47,555     —      47,555  

Commercial mortgage-backed securities of U.S. government corporations and agencies

   —      21,648     —      21,648  

Obligations of states and political subdivisions

   —       86,628     —       86,628     —      108,511     —      108,511  

Marketable equity securities

   1,717     7,931     1,865     11,513     177     8,466     312     8,955  
                        

Total securities available-for-sale

   1,717     360,474     1,865     364,056     177     468,929     312     469,418  

Trading securities held in a Rabbi Trust

   2,633     —       —       2,633     2,966     —      —      2,966  
                        

Total securities

   4,350     360,474     1,865     366,689     3,143     468,929     312     472,384  

Derivative financial assets:

                

Interest rate swaps

   —       22,532     —       22,532     —      20,864     —      20,864  

Interest rate lock commitments

   —       310     —       310     —      241     —      241  
                        

Total Assets

  $4,350    $383,316    $1,865    $389,531    $3,143    $490,034    $312   $493,489  
                        

LIABILITIES

                

Derivative financial liabilities:

                

Interest rate swaps

  $—      $22,267    $—      $22,267    $—     $20,768    $ —     $20,768  

Forward sale contracts

   —       26     —       26     —      24     —      24  
                        

Total Liabilities

  $—      $22,293    $—      $22,293    $—     $20,792    $ —     $20,792  
                        
  December 31, 2011   December 31, 2012 
(in thousands)  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
                        

ASSETS

                

Securities available-for-sale:

                

Obligations of U.S. government corporations and agencies

  $—      $142,786    $—      $142,786    $ —     $212,066    $ —     $212,066  

Collateralized mortgage obligations of U.S. government corporations and agencies

   —       65,395     —       65,395     —      57,896     —      57,896  

Mortgage-backed securities of U.S. government corporations and agencies

   —       48,752     —       48,752  

Residential mortgage-backed securities of U.S. government corporations and agencies

   —      50,623     —      50,623  

Commercial mortgage-backed securities of U.S. government corporations and agencies

   —      10,158     —      10,158  

Obligations of states and political subdivisions

   —       88,805     —       88,805     —      112,767     —      112,767  

Marketable equity securities

   2,855     7,316     1,687     11,858     140     8,316     300     8,756  
                        

Total securities available-for-sale

   2,855     353,054     1,687     357,596     140     451,826     300     452,266  

Trading securities held in a Rabbi Trust

   1,949     —       —       1,949     2,223     —      —      2,223  
                        

Total securities

   4,804     353,054     1,687     359,545     2,363     451,826     300     454,489  

Derivative financial assets:

                

Interest rate swaps

   —       23,764     —       23,764     —      23,748     —      23,748  

Interest rate lock commitments

   —       244     —       244     —      467     —      467  
                        

Total Assets

  $4,804    $377,062    $1,687    $383,553    $2,363    $476,041    $300    $478,704  
                        

LIABILITIES

                

Derivative financial liabilities:

                

Interest rate swaps

  $—      $23,639    $—      $23,639    $—     $23,522    $ —     $23,522  

Forward sale contracts

   —       95     —       95     —      48     —      48  
                        

Total Liabilities

  $—      $23,734    $—      $23,734    $—     $23,570    $ —     $23,570  
                        

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4.3. FAIR VALUE MEASUREMENTS – continued

 

 

We classify financial instruments inas Level 3 when valuation models are used because significant inputs are not observable in the market. These valuation models are prepared by third-party pricing entities because these securities are not actively traded in the market. The following table presentstables present the changes in assets measured at fair value on a recurring basis for which we have utilized Level 3 inputs to determine the fair value for the periods presented:value:

 

   Three Months Ended March 31, 
(in thousands)  2012(1)   2011(1) 
           

Marketable equity security balance at beginning of period

  $1,687    $1,588  

Total gains included in other comprehensive income

   38     68  

Purchases

   140     —    

Transfers into (out of) Level 3

   —       —    
           

Marketable Equity Security Balance at End of Period

  $1,865    $1,656  
           
   

Three Months Ended

March 31,

 
(in thousands)  2013(1)   2012(1) 
           

Balance at beginning of period

  $300    $462  

Total gains included in other comprehensive income (loss)

   12     38  

Net purchases, sales, issuances and settlements

   —      —   

Transfers into (out of) Level 3

   —      —   
           

Balance at End of Period

  $312    $500  
           

(1) Changes in estimated fair value of available-for-sale investments are recorded in accumulated other comprehensive income/loss, while realized gains and losses from sales are recorded in security gains (losses), net in the Consolidated Statements of Comprehensive Income.

There were no sales, issuances, or settlements of Level 3 financial instruments during the periods presented. Purchases of Level 3 financial instruments represent marketable equity securities acquired from our acquisition of Mainline. Additionally, there were no transfers of financial instruments into or out of Level 3 during the periods presented. Level 3 financial instruments measured on a recurring basis accounted for less than one percent of ourall assets measured at fair value on a recurring basis at both March 31, 20122013 and December 31, 2011.2012. There were no Level 3 liabilities measured at fair value on a recurring basis for either period.

We may be required to measure certain assets and liabilities on a nonrecurring basis. The following tables present our assets that are measured at estimated fair value on a nonrecurring basis by the fair value hierarchy level at March 31, 20122013 and December 31, 2011.2012. There were no liabilities measured at estimated fair value on a nonrecurring basis during these periods. Loans held for sale are recorded at the lower of cost or fair value. At March 31, 20122013 and December 31, 2011,2012, we had no loans held for sale that were recorded at fair value.

 

   March 31, 2013 
(in thousands)  Level 1   Level 2   Level 3   Total 
                     

ASSETS

        

Impaired loans

  $ —     $ —     $30,981    $30,981  

Other real estate owned

   —      —      208     208  

Mortgage servicing rights

   —      —      2,268     2,268  
                     

Total Assets

  $ —     $ —     $33,457    $33,457  
                     

 

   March 31, 2012 
(in thousands)  Level 1   Level 2   Level 3   Total 
                     

ASSETS

        

Impaired loans

  $—      $—      $46,387    $46,387  

Other real estate owned

   —       —       3,176     3,176  

Mortgage servicing rights

   —       —       2,201     2,201  
                     

Total Assets

  $—      $—      $51,764    $51,764  
                     

  December 31, 2011   December 31, 2012 
(in thousands)  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
                        

ASSETS

                

Impaired loans

  $—      $—      $36,500    $36,500    $ —     $ —     $44,059    $44,059  

Other real estate owned

   —       —       3,739     3,739     —      —      585     585  

Mortgage servicing rights

   —       —       2,153     2,153     —      —      2,106     2,106  
                        

Total Assets

  $—      $—      $42,392    $42,392    $ —     $ —     $46,750    $46,750  
                        

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4.3. FAIR VALUE MEASUREMENTS – continued

 

 

The carrying values and fair values of our financial instruments at March 31, 20122013 and December 31, 20112012 are presented in the following tables:

 

      March 31, 2012       Fair Value Measurements at March 31, 2013 
(in thousands)  Carrying
Value
(1)
   Total   Level 1   Level 2   Level 3   

Carrying

Value(1)

   Total   Level 1   Level 2   Level 3 
                              

ASSETS

                    

Cash and due from banks, including interest-bearing deposits

  $386,640    $386,640    $386,640    $—      $—      $261,124   $261,124   $261,124   $—     $—   

Securities available-for-sale

   364,056     364,056     1,717     360,474     1,865     469,418    469,418    177    468,929    312 

Loans held for sale

   3,663     3,663     —       
—  
  
   3,663     2,580    2,656    —      —      2,656 

Portfolio loans

   3,197,780     3,189,196     —       —       3,189,196     3,381,982    3,376,989    —      —      3,376,989 

Federal Home Loan Bank stock, at cost

   18,778     18,778     —       —       18,778  

Bank owned life insurance

   60,287     60,287     —       60,287     —       59,081    59,081    —      59,081    —   

FHLB and other restricted stock

   13,185    13,185    —      —      13,185 

Trading securities held in a Rabbi Trust

   2,633     2,633     2,633     —       —       2,966    2,966    2,966    —      —   

Mortgage servicing rights

   2,201     2,201     —       —       2,201     2,268    2,268    —      —      2,268 

Interest rate swaps

   22,532     22,532     —       22,532     —       20,864    20,864    —      20,864    —   

Interest rate lock commitments

   310     310     —       310     —       241    241    —      241    —   

LIABILITIES

                    

Deposits

  $3,522,355    $3,531,696    $—      $—      $3,531,696    $3,638,564   $3,642,724   $—     $—     $3,642,724 

Securities sold under repurchase agreements

   40,638     40,638     —       —       40,638     64,358    64,358    —      —      64,358 

Short-term borrowings

   75,000     75,000     —       —       
75,000
  
   50,000    50,000    —      —      50,000 

Long-term borrowings

   31,426     33,509     —       —       33,509     23,535    25,446    —      —      25,446 

Junior subordinated debt securities

   90,619     90,619     —       
—  
  
   90,619     90,619    90,619    —      —      90,619 

Interest rate swaps

   22,267     22,267     —       22,267     —       20,768    20,768    —      20,768    —   

Forward sale contracts

   26     26     —       26     —       24    24    —      24    —   
                              
(1) As reported in the Consolidated Balance Sheets          
      Fair Value Measurements at December 31, 2012 
(in thousands)  

Carrying

Value(1)

   Total   Level 1   Level 2   Level 3 
               

ASSETS

          

Cash and due from banks, including interest-bearing deposits

  $337,711    $337,711    $337,711    $—     $—   

Securities available-for-sale

   452,266     452,266     140     451,826     300  

Loans held for sale

   22,499     22,601     —      —      22,601  

Portfolio loans

   3,346,622     3,347,602     —      —      3,347,602  

Bank owned life insurance

   58,619     58,619     —      58,619     —   

FHLB and other restricted stock

   15,315     15,315     —      —      15,315  

Trading securities held in a Rabbi Trust

   2,223     2,223     2,223     —      —   

Mortgage servicing rights

   2,106     2,106     —      —      2,106  

Interest rate swaps

   23,748     23,748     —      23,748     —   

Interest rate lock commitments

   467     467     —      467     —   

LIABILITIES

          

Deposits

  $3,638,428    $3,643,683    $—     $—     $3,643,683  

Securities sold under repurchase agreements

   62,582     62,582     —      —      62,582  

Short-term borrowings

   75,000     75,000     —      —      75,000  

Long-term borrowings

   34,101     36,235     —      —      36,235  

Junior subordinated debt securities

   90,619     90,619     —      —      90,619  

Interest rate swaps

   23,522     23,522     —      23,522     —   

Forward sale contracts

   48     48     —      48     —   
               

(1)As reported in the Consolidated Balance Sheets

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 4. FAIR VALUE MEASUREMENTS – continued

       Fair Value Measurements at December 31, 2011 
(in thousands)  Carrying
Value
(1)
   Total   Level 1   Level 2   Level 3 
                          

ASSETS

          

Cash and due from banks, including interest-bearing deposits

  $270,526    $270,526    $270,526    $—      $—    

Securities available-for-sale

   357,596     357,596     2,855     353,054     1,687  

Loans held for sale

   2,850     2,850     —       
—  
  
   2,850  

Portfolio loans

   3,129,759     3,120,352     —       —       3,120,352  

Federal Home Loan Bank stock, at cost

   18,216     18,216     —       —       18,216  

Bank owned life insurance

   56,755     56,755     —       56,755     —    

Trading securities held in a Rabbi Trust

   1,949     1,949     1,949     —       —    

Mortgage servicing rights

   2,153     2,153     —       —       2,153  

Interest rate swaps

   23,764     23,764     —       23,764     —    

Interest rate lock commitments

   244     244     —       244     —    

LIABILITIES

          

Deposits

  $3,335,859    $3,343,889    $—      $—      $3,343,889  

Securities sold under repurchase agreements

   30,370     30,370     —       —       30,370  

Short-term borrowings

   75,000     75,000     —       —       
75,000
  

Long-term borrowings

   31,874     34,171     —       —       34,171  

Junior subordinated debt securities

   90,619     90,619     —       —       90,619  

Interest rate swaps

   23,639     23,639     —       23,639     —    

Forward sale contracts

   95     95     —       95     —    
                          

(1)As reported in the Consolidated Balance Sheets

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

NOTE 5.4. SECURITIES AVAILABLE-FOR-SALE

 

The following tables indicate the composition of the securities available-for-sale portfolio for the periods presented:

 

  March 31, 2012   March 31, 2013 
(in thousands)  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Fair

Value

   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

 

Fair

Value

 
                  

Obligations of U.S. government corporations and agencies

   $156,392     $4,173     $(121  $160,444    $226,428    $4,392    $  (57)   $230,763  

Collateralized mortgage obligations of U.S. government corporations and agencies

   57,454     2,034     —      59,488     50,297     1,689     —      51,986  

Mortgage-backed securities of U.S. government corporations and agencies

   42,578     3,405     —      45,983  

Residential mortgage-backed securities of U.S. government corporations and agencies

   44,699     2,856     —      47,555  

Commercial mortgage-backed securities of U.S. government corporations and agencies

   21,614     40     (6  21,648  

Obligations of states and political subdivisions

   83,535     3,102     (9  86,628     104,611     4,244     (344  108,511  
                  

Debt Securities

   339,959     12,714     (130  352,543     447,649     13,221     (407  460,463  

Marketable equity securities

   9,752     1,773     (12  11,513     7,579     1,376     —      8,955  
                  

Total

   $349,711     $14,487     $(142  $364,056    $455,228    $14,597    $(407 $469,418  
                  
  December 31, 2011   December 31, 2012 
(in thousands)  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Fair

Value

   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Fair

Value

 
                  

Obligations of U.S. government corporations and agencies

   $138,386     $4,400     $   —      $142,786    $207,229    $4,890    $(53)   $212,066  

Collateralized mortgage obligations of U.S. government corporations and agencies

   63,202     2,193     —      65,395     56,085     1,811     —     57,896  

Mortgage-backed securities of U.S. government corporations and agencies

   45,289     3,463     —      48,752  

Residential mortgage-backed securities of U.S. government corporations and agencies

   47,279     3,344     —     50,623  

Commercial mortgage-backed securities of U.S. government corporations and agencies

   10,129    29    —     10,158 

Obligations of states and political subdivisions

   85,689     3,128     (12  88,805     107,911     4,908     (52)    112,767  
                  

Debt Securities

   332,566     13,184     (12  345,738     428,633     14,982     (105)    443,510  

Marketable equity securities

   10,152     2,179     (473  11,858     7,672     1,095     (11)    8,756  
                  

Total

   $342,718     $15,363     $(485  $357,596    $436,305    $16,077    $(116)   $452,266  
                  

There were $0.9 million in gross realized gains and immaterial gross realized losses for the three months ended March 31, 2012. There were no significant gross realized gains or losses for the three months ended March 31, 2011. Realized gains and losses on the sale of securities are determined using the specific-identification method. The following table shows the composition of gross and net realized gains and losses for the periods indicated.

   Three Months Ended March 31, 
(in thousands)  2013   2012 
           

Gross realized gains

  $2    $851  

Gross realized losses

   —       (11
           

Net realized gains (losses)

  $2    $840  
           

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 5.4. SECURITIES AVAILABLE-FOR-SALE – continued

 

 

The following tables present the fair value and the age of gross unrealized losses by investment category for the periods presented:

 

  March 31, 2012   March 31, 2013 
  Less Than 12 Months 12 Months or More   Total   Less Than 12 Months 12 Months or More   Total 
(in thousands)  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   

Unrealized

Losses

 Fair Value   

Unrealized

Losses

   Fair Value   

Unrealized

Losses

 
                              

Obligations of U.S. government corporations and agencies

  $13,034    $(121 $—      $—      $13,034    $(121  $21,834    $(57 $ —     $ —     $21,834    $(57

Collateralized mortgage obligations of U.S. government corporations and agencies

   —       —      —       —       —       —       —      —     —      —      —      —    

Mortgage-backed securities of U.S. government corporations and agencies

   —       —      —       —       —       —    

Residential mortgage-backed securities of U.S. government corporations and agencies

   —      —     —      —      —      —    

Commercial mortgage-backed securities of U.S. government corporations and agencies

   10,118     (6  —      —      10,118     (6

Obligations of states and political subdivisions

   1,549     (9  —       —       1,549     (9   16,856     (344  —      —      16,856     (344
                              

Debt Securities

   14,583     (130  —       —       14,583     (130   48,808     (407  —      —      48,808     (407

Marketable equity securities

   134     (12  —       —       134     (12   —      —     —      —      —      —   
                              

Total Temporarily Impaired Securities

  $14,717    $(142 $—      $—      $14,717    $(142  $48,808    $(407 $ —     $ —     $48,808    $(407
                              

 

  December 31, 2011   December 31, 2012 
  Less Than 12 Months 12 Months or More Total   Less Than 12 Months 12 Months or More   Total 
(in thousands)  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
   Fair Value   

Unrealized

Losses

 Fair Value   

Unrealized

Losses

   Fair Value   

Unrealized

Losses

 
                           

Obligations of U.S. government corporations and agencies

  $—      $—     $—      $—     $—      $—      $11,370    $(53 $ —     $ —     $11,370    $(53

Collateralized mortgage obligations of U.S. government corporations and agencies

   —       —      —       —      —       —       —      —      —      —      —      —   

Mortgage-backed securities of U.S. government corporations and agencies

   —       —      —       —      —       —    

Residential mortgage-backed securities of U.S. government corporations and agencies

   —      —      —      —      —      —   

Commercial mortgage-backed securities of U.S. government corporations and agencies

   —      —      —      —      —      —   

Obligations of states and political subdivisions

   502     (8  414     (4  916     (12   11,285     (52  —      —      11,285     (52
                           

Debt Securities

   502     (8  414     (4  916     (12   22,655     (105  —      —      22,655     (105

Marketable equity securities

   5,143     (473  —       —      5,143     (473   228     (11  —      —      228     (11
                           

Total Temporarily Impaired Securities

  $5,645    $(481 $414    $(4 $6,059    $(485  $22,883    $(116 $ —     $ —     $22,883    $(116
                           

We do not believe any individual unrealized loss as of March 31, 20122013 represents an other than temporary impairment, or OTTI. We perform a review of our securities for OTTI on a quarterly basis to identify securities that may indicate an OTTI. Generally, we record an impairment charge when an equity security within the marketable equity securities portfolio has been in a loss position for 12 consecutive months, unless facts and circumstances suggest the need for an OTTI prior to that time. Our policy for recording an OTTI within the debt securities portfolio is based upon a number of factors, including but not limited to, the length of time and the extent to which fair value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of a security recovering from any decline in fair value and whether management intends to sell the security or if it is more likely than not that management will be required to sell the security prior to it recovering.

As of March 31, 2012,2013, the unrealized losses on eight debt securities were primarily attributable to changes in interest rates. TheThere were no unrealized losses on one marketable equity securitysecurities as of March 31, 2012 was attributable to temporary declines in the market value of this stock.2013. We do not intend to sell and it is not likely that we will be required to sell any of the securities, referenced in the table above, in an unrealized loss position before recovery of their amortized cost.

Net unrealized gains of $9.3$9.2 million and $9.7$10.4 million were included in accumulated other comprehensive loss, net of tax, at March 31, 20122013 and December 31, 2011,2012, respectively. Gross unrealized gains of $9.5 million and $10.5 million, net of taxes, of $9.4 million and $10.0 milliontax, were netted against gross unrealized losses net of taxes, of $0.1$0.3 million and $0.3$0.1 million, respectively, for these same periods. During the quarter ended March 31, 2013, a minimal amount of unrealized gains were reclassified out of accumulated other comprehensive income into earnings while $0.5 million of unrealized gains were reclassified to earnings for the period ended March 31, 2012. There were no unrealized losses reclassified into earnings to record OTTI during the period ended March 31, 2013 and minimal losses were reclassified into earnings to record OTTI during the period ended March 31, 2012.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 5.4. SECURITIES AVAILABLE-FOR-SALE – continued

 

 

During the quarters ended March 31, 2012 and March 31, 2011, minimal unrealized losses were reclassified into earnings to record OTTI.

The amortized cost and fair value of securities available-for-sale securities at March 31, 20122013, by contractual maturity, are included in the table below. Actual maturities may differ from contractual maturities because issuersborrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

  March 31, 2012   March 31, 2013 
(in thousands)  Amortized
Cost
   Fair Value   Amortized
Cost
   Fair Value 
            

Obligations of U.S. government corporations and agencies, and obligations of states and political subdivisions

    

Obligations of U.S. government corporations and agencies, and obligations of states and political subdivisions

  

Due in one year or less

  $5,947    $6,028    $51,933    $52,595  

Due after one year through five years

   143,013     147,039     124,222     128,251  

Due after five years through ten years

   30,757     31,731     77,498     77,873  

Due after ten years

   60,210     62,274     77,386     80,555  
            
   239,927     247,072     331,039     339,274  

Collateralized mortgage obligations of U.S. government corporations and agencies

   57,454     59,488     50,297     51,986  

Mortgage-backed securities of U.S. government corporations and agencies

   42,578     45,983  

Residential mortgage-backed securities of U.S. government corporations and agencies

   44,699     47,555  

Commercial Mortgage-backed securities of U.S. government corporations and agencies

   21,614     21,648  
            

Debt Securities

   339,959     352,543     447,649     460,463  

Marketable equity securities

   9,752     11,513     7,579     8,955  
            

Total

  $349,711    $364,056    $455,228    $469,418  
      

At March 31, 20122013 and December 31, 2011,2012, securities with carrying values of $218.3$267.8 million and $233.9$307.5 million, respectively, were pledged to secure repurchase agreements, public funds, trust fund depositsfor various regulatory and as collateral for our interest rate swaps.legal requirements.

NOTE 6.5. LOANS AND LOANS HELD FOR SALE

 

Loans are presented net of unearned income of $538 and $216 at March 31, 2013 and December 31, 2012, respectively. The following table indicates the composition of the loans for the periods presented:

 

(in thousands)  March 31, 2012   December 31, 2011   March 31, 2013      December 31, 2012 
               

Consumer

     

Home equity

  $441,648      $411,404   

Residential mortgage

   382,884       358,846   

Installment and other consumer

   82,223       67,131   

Consumer construction

   2,211       2,440   
      

Total Consumer Loans

   908,966       839,821   
      

Commercial

           

Commercial real estate

   1,416,663       1,415,333     $1,479,796      $1,452,133  

Commercial and industrial

   703,112       685,753      806,205       791,396  

Commercial construction

   169,039       188,852      164,874       168,143  
               

Total Commercial Loans

   2,288,814       2,289,938      2,450,875       2,411,672  
               

Total Portfolio Loans

   3,197,780       3,129,759   

Allowance for loan losses

   (47,827    (48,841

Consumer

      

Residential mortgage

   442,705       427,303  

Home equity

   416,524       431,335  

Installment and other consumer

   68,773       73,875  

Consumer construction

   3,105       2,437  
         

Total Consumer Loans

   931,107       934,950  
               

Total Portfolio Loans, net

   3,149,953       3,080,918   

Total Portfolio Loans

   3,381,982       3,346,622  

Loans held for sale

   3,663       2,850      2,580       22,499  
               

Total Loans, Net

  $3,153,616      $3,083,768   

Total Loans

  $3,384,562      $3,369,121  
               

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 5. LOANS AND LOANS HELD FOR SALE – continued

We attempt to limit our exposure to credit risk by diversifying our loan portfolio and actively managing concentrations. When concentrations exist in certain segments, we mitigate this risk by monitoring the relevant economic indicators and internal risk rating trends and through stress testing of the loans in these classes.segments. Total commercial loans represent 72 percent and 73 percent of total portfolio loans at both March 31, 20122013 and December 31, 2011, respectively.2012. Within theour commercial portfolio, the commercial real estate, or CRE, and commercial construction portfolios combined comprise 6967 percent of total commercial loans and 5049 percent of total portfolio loans at March 31, 20122013 and 7067 percent of total commercial loans and 5148 percent of total portfolio loans at December 31, 2011.2012. Further segmentation of the CRE and commercial construction portfolios by industry and collateral type reveal no concentration in excess of 10nine percent of total loans.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 6. LOANS AND LOANS HELD FOR SALE – continued

The vast majority of both commercial and consumer loans are made to businesses and individuals in our Western Pennsylvania market, resulting in a geographic concentration. The conditions of the local and regional economies are monitored closely through publicly available data as well as information supplied by our customers. Only the CRE and commercial construction portfolios combined have any significant out-of-stateout-of-market exposure, with 18 percent of the combined portfolio and 9 percent of total loans being out-of-state loans at March 31, 2012 and 19 percent of the combined portfolio and 10nine percent of total loans being out-of-stateout-of-market loans at both March 31, 2013 and December 31, 2011.2012. Management believes underwriting guidelines, active monitoring of economic conditions and ongoing review by credit administration mitigates the concentration risk present in the loan portfolio.

In situationsTroubled Debt Restructurings, or TDRs, are loans where we, for economic or legal reasons related to a borrower’s financial difficulties, we may grant a concession for other than an insignificant period of time to the borrower that we would not otherwise be considered, the related loan is classified as a troubled debt restructuring, or TDR.consider. We strive to identify borrowers in financial difficulty early and work with them to modify to more affordablethe terms before their loan reaches nonaccrual status. These modified terms generally include reductions in contractual interest rates, principal deferment and extensions of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar risk characteristics.characteristics, reductions in contractual interest rates, principal forgiveness and principal deferment. These modifications are generally for longer term periods that would not be considered insignificant. While unusual, there may be instances of loan principal forgiveness. Additionally, we classify loans where the debt obligation has been discharged through a Chapter 7 Bankruptcy as TDRs.

We individually evaluate all substandard commercial loans that experienced a forbearance or change in terms agreement, as well as all substandard consumer and residential mortgage loans that entered into an agreement to modify their existing loan.

All TDRs are considered to be impaired loans and will be reported as impaired loans for the remaining life of the loan, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and it is fully expected that the remaining principal and interest will be collected according to the restructured agreement. Further, all impaired loans are reported as nonaccrual loans unless the loan is a TDR that has met the requirements to be returned to accruing status. TDRs can be returned to accruing status if the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring.

The following table summarizes the restructured loans for the periods presented:

   March 31, 2013   December 31, 2012 
(in thousands)  Performing
TDRs
   Nonperforming
TDRs
   Total
TDRs
   Performing
TDRs
   Nonperforming
TDRs
   Total
TDRs
 
                               

Commercial real estate

  $14,309    $6,945    $21,254    $14,220    $9,584    $23,804  

Commercial and industrial

   8,196     1,302     9,498     8,270     939     9,209  

Commercial construction

   11,769     4,645     16,414     11,734     5,324     17,058  

Residential mortgage

   3,283     1,483     4,766     3,078     2,752     5,830  

Home equity

   3,770     401     4,171     4,195     341     4,536  

Installment and other consumer

   96     —      96     24     —      24  
                               

Total

  $41,423    $14,776    $56,199    $41,521    $18,940    $60,461  
                               

We returned one TDR for $0.2 million to accruing status during the quarter ended March 31, 2013 and we did not return any TDRs to accruing status during the quarter ended March 31, 2012.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 5. LOANS AND LOANS HELD FOR SALE – continued

The following table summarizespresents the restructured loans for the periods presented:three month period ended March 31, 2013:

 

  March 31, 2012   December 31, 2011   2013 
(in thousands)  Performing
TDRs
   Nonperforming
TDRs
   Total
TDRs
   Performing
TDRs
   Nonperforming
TDRs
   Total
TDRs
 
(dollars in thousands)  Number of
Loans
   

Pre-Modification

Outstanding

Recorded

Investment(1)

   

Post-Modification

Outstanding

Recorded

Investment(1)

   Total Difference
in Recorded
Investment
 
                              

Commercial real estate

  $21,018    $11,333    $32,351    $22,284    $10,871    $33,155          

Principal deferral

   3   $1,541    $1,288    $(253)

Chapter 7 bankruptcy(2)

   3     205     204     (1

Commercial and industrial

   6,028     1,125     7,153     6,180     —       6,180          

Commercial construction

   12,822     5,126     17,948     19,682     2,943     22,625  

Principal deferral

   1     392     387     (5

Chapter 7 bankruptcy(2)

   1     3     3     0  

Residential mortgage

        

Principal deferral

   2     153     153     —    

Chapter 7 bankruptcy(2)

   6     269     269     —   

Home equity

   —       7     7     —       —       —            

Residential mortgage

   1,321     5,372     6,693     1,570     4,370     5,940  

Principal deferral

   1     174     45     (129

Chapter 7 bankruptcy(2)

   6     162     162     0  

Installment and other consumer

        

Chapter 7 bankruptcy(2)

   6     73     73     —   
            

Total by Concession Type

        

Principal Deferral

   7     2,260     1,873     (387)

Chapter 7 bankruptcy(2)

   22     712     711     (1
                              

Total

  $41,189    $22,963    $64,152    $49,716    $18,184    $67,900     29    $2,972    $2,584    $(388
                              

(1) Excludes loans that were fully paid off or fully charged-off by period end. The pre-modification balance represents the balance outstanding prior to modification. The post-modification balance represents the outstanding balance at period end.

(2) Chapter 7 bankruptcy loans where the debt has been legally discharged through the bankruptcy court and not reaffirmed.

There were no new TDRs in the quarter ended March 31, 2012; however, we acquired $1.72012. We modified $5.2 million of TDRs from the acquisition of Mainline of which $1.5 million were nonperforming. We modified $4.9 million ofcommercial construction and commercial and industrial loans for financially troubled borrowers that were not considered to be TDRs.TDRs during the first quarter of 2013. Modifications primarily represented insignificant delays in the timing of payments that were not considered to be concessions.concessions or we have been adequately compensated for the concession through principal paydowns, fees or additional collateral. As of March 31, 2013 we have no commitments to lend additional funds on any TDRs.

Defaulted TDRs are defined as loans having a payment default of 90 days or more after the restructuring takes place. During the quarter ended March 31, 2012 we had eight TDRs totaling $6.1 million default in addition to the two TDRs totaling $0.9 million that defaulted during 2011. No other TDRs that existed at March 31, 2012 have defaulted.

The following table is a summary of nonperforming assets forTDRs which defaulted during the periods presented:ended March 31, 2013 and 2012 that had been restructured within the last twelve months prior to defaulting:

 

(in thousands)  March 31, 2012      December 31, 2011 
              

Nonperforming Assets

      

Nonaccrual loans

  $41,540      $37,931  

Nonaccrual TDRs

   22,963       18,184  
              

Total nonperforming loans

   64,503       56,115  

OREO

   3,371       3,967  
              

Total Nonperforming Assets

  $67,874      $60,082  
              
   Defaulted TDRs 
   

For the

Period Ended

March 31, 2013

   

For the

Period Ended

March 31, 2012

 
(dollars in thousands)  

Number of

Defaults

   

Recorded

Investment

   

Number of

Defaults

   

Recorded

Investment

 
                     

Commercial real estate

   —     $—      1    $344  

Commercial and Industrial

   —      —      1     218  

Commercial construction

   —      —      1     1,297  

Residential real estate

   1     18     5     4,277  

Home equity

   2     118     —       —    
                     

Total

   3    $136     8    $6,136  
                     

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 6.5. LOANS AND LOANS HELD FOR SALE – continued

 

 

Other real estate owned, or The following table is a summary of nonperforming assets for the periods presented:

(in thousands)  March 31, 2013   December 31, 2012 
           

Nonperforming Assets

    

Nonaccrual loans

  $31,514    $36,018  

Nonaccrual TDRs

   14,776     18,940  
           

Total nonperforming loans

   46,290     54,958  

OREO

   627     911  
           

Total Nonperforming Assets

  $46,917    $55,869  
           

OREO which is included in other assets in the Consolidated Balance Sheets consists of 18 properties with 1 property comprising $1.5 million or 43 percent of the balance.11 properties. It is our policy to obtain OREO appraisals on an annual basis.

NOTE 7.6. ALLOWANCE FOR LOAN LOSSES

 

We maintain an allowance for loan losses, or ALL, at a level determined to be adequate to absorb estimated probable credit losses inherent in the loan portfolio as of the balance sheet date. We develop and document a systematic ALL methodology based on the following portfolio segments: 1) CRE, 2) Commercial &and Industrial, or C&I, 3) Commercial Construction, 4) Consumer Real Estate and 5) Other Consumer.

The following are key risks within each portfolio segment:

CRE—Loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes such as hotels, strip malls and apartments. OperationOperations of the individual projects as well as global cash flows of the debtors are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type as well as the business prospects of the lessee, if the project is not owner occupied.

C&I—Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.

Commercial Construction—Loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk of these loans is generally confined to the construction and absorption periods,period, if there are problems, the project may not be complete, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.

Consumer Real Estate—Loans secured by first and second liens such as home equity loans, home equity lines of credit and 1-4 family residences, including purchase money mortgages. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this portfoliosegment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Other Consumer—Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes auto loans, unsecured lines and credit cards. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

We further assess risk within each portfolio segment by pooling loans with similar risk characteristics. For the commercial loan classes, the most important indicator of risk is the internally assigned risk rating, including pass, special mention and substandard. Consumer loans are pooled by type of collateral and first or second lien positions for consumer real estate loans. Historical loss rates are applied to these loan pools to determine the general reserve component of the ALL.for loans collectively evaluated for impairment. Management monitors various credit quality indicators for both the commercial and consumer loan portfolios, including delinquency, nonperforming status and changes in risk ratings on a monthly basis.

We continuously monitor our ALL methodology to ensure that it is responsive to the current economic environment. The ALL methodology for groups of homogeneous loans, known as the general reserve, is comprised of both a quantitative and qualitative analysis. Due to the economic environment over the past two years, we used a relatively shorter time horizon of four quarters to calculate our historic loss rates for all loan portfolios. Given that the credit quality has been improving in recent periods, the historic loss rates in certain portfolios have been decreasing to rates below what we believe is reflective of the inherent losses within these portfolios. As such, during the first quarter of 2013 we have lengthened the historic loss calculation for our CRE & C&I portfolios to consider eight quarters. After consideration of the loss calculations, management applies additional qualitative adjustments so that the ALL is reflective of the inherent losses that exist in the loan portfolio at the balance sheet date. The evaluation of the various components of the ALL requires considerable judgment in order to estimate inherent loss exposures.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7.6. ALLOWANCE FOR LOAN LOSSES – continued

 

 

The following tables present the age analysis of past due loans segregated by class of loans for the periods presented:

 

            March 31, 2012             March 31, 2013 
(in thousands)  Current   30-59 Days
Past Due
   60-89 Days
Past Due
   Non-
performing
   Total Past
Due
   Total Loans   Current   30-59 Days
Past Due
   60-89 Days
Past Due
   Non-
performing
   Total Past
Due
   Total Loans 
                                    

Commercial real estate

  $1,372,888    $10,198     $    761     $  32,816    $43,775    $1,416,663    $1,451,067    $2,429    $464    $25,836    $28,729    $1,479,796  

Commercial and industrial

   688,135     6,234     474     8,269     14,977     703,112     791,094     9,500     231     5,380     15,111     806,205  

Commercial construction

   155,512     2,067     —       11,460     13,527     169,039     153,115     6,589     —      5,170     11,759     164,874  

Residential mortgage

   434,833     1,824     405     5,643     7,872     442,705  

Home equity

   436,800     1,110     248     3,490     4,848     441,648     410,163     1,823     516     4,022     6,361     416,524  

Residential mortgage

   372,770     1,753     101     8,260     10,114     382,884  

Installment and other consumer

   81,796     324     76     27     427     82,223     68,358     348     46     21     415     68,773  

Consumer construction

   1,812     218     —       181     399     2,211     2,887     —      —      218     218     3,105  
                                    

Totals

  $3,109,713    $21,904     $1,660     $64,503    $88,067    $3,197,780    $3,311,517    $22,513    $1,662    $46,290    $70,465    $3,381,982  
                                    

 

            December 31, 2011             December 31, 2012 
(in thousands)  Current   

30-59 Days

Past Due

   

60-89 Days

Past Due

   

Non-

performing

   Total Past
Due
   Total Loans   Current   30-59 Days
Past Due
   60-89 Days
Past Due
   Non-
performing
   Total Past
Due
   Total Loans 
                                    

Commercial real estate

  $1,374,580     $    7,657     $  1,448     $  31,648    $40,753    $1,415,333    $1,418,934    $2,230    $413    $30,556    $33,199    $1,452,133  

Commercial and industrial

   672,899     3,583     1,701     7,570     12,854     685,753     780,315     4,409     237     6,435     11,081     791,396  

Commercial construction

   182,305     —       —       6,547     6,547     188,852     150,823     10,542     —      6,778     17,320     168,143  

Residential mortgage

   416,364     1,713     1,948     7,278     10,939     427,303  

Home equity

   405,578     2,199     691     2,936     5,826     411,404     424,485     2,332     865     3,653     6,850     431,335  

Residential mortgage

   349,214     1,240     1,163     7,229     9,632     358,846  

Installment and other consumer

   66,675     382     70     4     456     67,131     73,334     406     95     40     541     73,875  

Consumer construction

   2,259     —       —       181     181     2,440     2,219     —      —      218     218     2,437  
                                    

Totals

  $3,053,510     $15,061     $5,073     $56,115    $76,249    $3,129,759    $3,266,474    $21,632    $3,558    $54,958    $80,148    $3,346,622  
                                    

We continually monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans within the pass rating generally have a lower risk of loss than loans risk rated as special mention and substandard, which generally have an increasing risk of loss.

Our risk ratings are consistent with regulatory guidance and are as follows:

Pass—The loan is currently performing and is of high quality.

Special Mention—A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in the strength of our credit position at some future date. Economic and market conditions, beyond the borrower’s control, may in the future necessitate this classification.

Substandard—A substandard loan is not adequately protected by the net worth and/or paying capacity of the borrower or by the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7.6. ALLOWANCE FOR LOAN LOSSES continued

 

 

The following tables present the recorded investment in commercial loan classes by internally assigned risk ratings for the periods presented:

 

  March 31, 2012   March 31, 2013 
(in thousands)  Commercial
Real Estate
   % of
Total
   Commercial
and Industrial
   % of
Total
   Commercial
Construction
   % of
Total
   Total   % of
Total
 
(dollars in thousands)  Commercial
Real Estate
   % of
Total
 Commercial
and Industrial
   % of
Total
 Commercial
Construction
   % of
Total
 Total   % of
Total
 
                                       

Pass

  $1,244,497     87.9    $613,393     87.2    $122,277     72.3    $1,980,167     86.5    $1,332,572     90.0 $732,809     90.9 $124,231     75.4 $2,189,612     89.3

Special mention

   71,342     5.0     34,295     4.9     14,135     8.4     119,772     5.2     66,536     4.5  44,251     5.5  23,455     14.2  134,242     5.5

Substandard

   100,824     7.1     55,424     7.9     32,627     19.3     188,875     8.3     80,688     5.5  29,145     3.6  17,188     10.4  127,021     5.2
                                       

Total

  $1,416,663     100.0    $703,112     100.0    $169,039     100.0    $2,288,814     100.0    $1,479,796     100.0 $806,205     100.0 $164,874     100.0 $2,450,875     100.0
                                       

 

  December 31, 2011   December 31, 2012 
(in thousands)  Commercial
Real Estate
   % of
Total
   Commercial
and Industrial
   % of
Total
   Commercial
Construction
   % of
Total
   Total   % of
Total
 
(dollars in thousands)  Commercial
Real Estate
   % of
Total
 Commercial
and Industrial
   % of
Total
 Commercial
Construction
   % of
Total
 Total   % of
Total
 
                                       

Pass

  $1,229,005     86.8    $600,895     87.6    $136,270     72.1    $1,966,170     85.9    $1,265,810     87.2 $718,070     90.7 $118,841     70.7 $2,102,721     87.2

Special mention

   84,400     6.0     33,135     4.8     17,106     9.1     134,641     5.9     96,156     6.6  42,016     5.3  30,748     18.3  168,920     7.0

Substandard

   101,928     7.2     51,723     7.6     35,476     18.8     189,127     8.2     90,167     6.2  31,310     4.0  18,554     11.0  140,031     5.8
                                       

Total

  $1,415,333     100.0    $685,753     100.0    $188,852     100.0    $2,289,938     100.0    $1,452,133     100.0 $791,396     100.0 $168,143     100.0 $2,411,672     100.0
                                       

We monitor the delinquent status of the consumer portfolio on a monthly basis. Loans are considered nonperforming when interest and principal are 90 days or more past due or management has determined that a material deterioration in the borrower’s financial condition exists. The risk of loss is generally highest for nonperforming loans.

The following tables indicate the recorded investment in consumer loan classes by performing and nonperforming status for the periods presented:

 

  March 31, 2012   March 31, 2013 
(in thousands)  Home
Equity
   Residential
Mortgage
   Installment
and other
consumer
   Consumer
Construction
   Total 
(dollar in thousands)  Residential
Mortgage
   % of
Total
 Home
Equity
   % of
Total
 Installment
and other
consumer
   % of
Total
 Consumer
Construction
   % of
Total
 Total   % of
Total
 
                                 

Performing

  $438,158    $374,624    $82,196    $2,030    $897,008    $437,062     98.7 $412,502     99.0 $68,752     99.9 $2,887     93.0 $921,203     98.9

Nonperforming

   3,490     8,260     27     181     11,958     5,643     1.3  4,022     1.0  21     0.1  218     7.0  9,904     1.1
                                 

Total

  $441,648    $382,884    $82,223    $2,211    $908,966    $442,705     100.0 $416,524     100.0 $68,773     100.0 $3,105     100.0 $931,107     100.0
                                 

 

  December 31, 2011   December 31, 2012 
(in thousands)  Home
Equity
   Residential
Mortgage
   Installment
and other
consumer
   Consumer
Construction
   Total 
(dollars in thousands)  Residential
Mortgage
   % of
Total
 Home
Equity
   % of
Total
 Installment
and other
consumer
   % of
Total
 Consumer
Construction
   % of
Total
 Total   % of
Total
 
                                 

Performing

  $408,468    $351,617    $67,127    $2,259    $829,471    $420,025     98.3 $427,682     99.2 $73,835     99.9 $2,219     91.1 $923,761     98.8

Nonperforming

   2,936     7,229     4     181     10,350     7,278     1.7  3,653     0.8  40     0.1  218     8.9  11,189     1.2
                                 

Total

  $411,404    $358,846    $67,131    $2,440    $839,821    $427,303     100.0 $431,335     100.0 $73,875     100.0 $2,437     100.0 $934,950     100.0
                                 

We individually evaluate all substandard and nonaccrual commercial loans greater than $0.5 million for impairment. Loans are considered to be impaired when based upon current information and events it is probable that we will be unable to collect all principal and interest payments due according to the original contractual terms of the loan agreement. All TDRs are considered to be impaired loans and will be reported as an impaired loan for the remaining life of the loan, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and it is fully expected that the remaining principal and interest will be collected according to the restructured agreement. For all TDRs, regardless of size, as well as all other impaired loans, we conduct further analysis to determine the probable loss and assign a specific reserve to the loan if deemed appropriate.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7.6. ALLOWANCE FOR LOAN LOSSES – continued

 

 

The following tables present investments in loans considered to be impaired and related information on those impaired loans for the periods presented:

 

  March 31, 2012   Three Months Ended March 31, 2012   March 31, 2013   December 31, 2012 
(in thousands)  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest Income
Recognized
   Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   
Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
 
                                 

With a related allowance recorded:

                      

Commercial real estate

  $4,521    $4,748    $887    $4,538    $44    $4,446    $5,117    $171    $6,138    $6,864    $1,226  

Commercial and industrial

   3,736     3,736     1,085     3,746     5     —      —      —      1,864     2,790     1,002  

Commercial construction

   7,898     8,398     4,075     8,541     33     —      —      —      799     896     3  

Consumer real estate

   —       —       —       —       —             —      —      —   

Other consumer

   —      —      —      —      —      —   
                                 

Total with a Related Allowance Recorded

   16,155     16,882     6,047     16,825    $82     4,446     5,117     171     8,801     10,550     2,231  
                                 

Without a related allowance recorded:

                      

Commercial real estate

   44,964     54,067     —       47,340     310     30,778     42,668     —      33,856     45,953     —   

Commercial and industrial

   8,823     9,011     —       7,983     35     12,131     14,891     —      11,419     12,227     —   

Commercial construction

   16,385     21,511     —       21,114     148     16,939     26,077     —      17,713     27,486     —   

Consumer real estate

   6,700     7,310     —       6,650     21     9,399     10,909       10,827     12,025    

Other consumer

   96     99     —      25     25     —   
                                 

Total without a Related Allowance Recorded

   76,872     91,899     —       83,087     514     69,343     94,644     —      73,840     97,716     —   
                                 

Total:

                      

Commercial real estate

   49,485     58,815     887     51,878     354     35,224     47,785     171     39,994     52,817     1,226  

Commercial and industrial

   12,559     12,747     1,085     11,729     40     12,131     14,891     —      13,283     15,017     1,002  

Commercial construction

   24,283     29,909     4,075     29,655     181     16,939     26,077     —      18,512     28,382     3  

Consumer real estate

   6,700     7,310     —       6,650     21     9,399     10,909       10,827     12,025     —   

Other consumer

   96     99     —      25     25     —   
                                 

Total

  $93,027    $108,781    $6,047    $99,912    $596    $73,789    $99,761    $171    $82,641    $108,266    $2,231  
                                 

   For the three months ended 
   March 31, 2013   March 31, 2012 
(in thousands)  Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 
                     

With a related allowance recorded:

        

Commercial real estate

  $4,480    $ —     $4,538    $44  

Commercial and industrial

   —      —      3,746     5  

Commercial construction

   —      —      8,541     33  

Consumer real estate

   —      —      —      —   

Other consumer

   —      —      —      —   
                     

Total with a Related Allowance Recorded

   4,480    —      16,825     82  
                     

Without a related allowance recorded:

        

Commercial real estate

   31,406     241     47,340     310  

Commercial and industrial

   12,446     69     7,983     35  

Commercial construction

   17,332     134     21,114     148  

Consumer real estate

   9,680     59     6,650     21  

Other consumer

   98     —       —      —   
                     

Total without a Related Allowance Recorded

   70,962     503     83,087     514  
                     

Total:

        

Commercial real estate

   35,886     241     51,878     354  

Commercial and industrial

   12,446     69     11,729     40  

Commercial construction

   17,332     134     29,655     181  

Consumer real estate

   9,680     59     6,650     21  

Other consumer

   98     —       —      —   
                     

Total

  $75,442    $503    $99,912    $596  
                     

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 6. ALLOWANCE FOR LOAN LOSSES – continued

As of March 31, 2012, commercial real estate2013, CRE loans of $49.5$35.2 million comprised 5348 percent of the total impaired loans of $93.0$73.8 million. These impaired loans are collateralized primarily by commercial real estate properties such as retail or strip malls, office buildings, hotels and various other types of commercial purpose properties. These loans are generally considered collateral dependent and charge-offs are recorded when a confirmed loss exists. Approximately $11.9$13.4 million of charge-offs have been recorded relating to these commercial real estateCRE loans over the life of these loans. It is our policy to order appraisals on an annual basis on impaired loans or sooner if facts and circumstances warrant otherwise. As of March 31, 2012,2013, an estimated fair value less cost to sell of approximately $62.9$56.4 million existed for commercial real estate impaired loans. We have current appraisals on all but $3.6$1.8 million of the $49.5$35.2 million of impaired commercial real estate loans. The $3.6$1.8 million have appraisals that are currently on order.order, that were originally delayed due to bankruptcy proceedings.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7. ALLOWANCE FOR LOAN LOSSES – continued

   December 31, 2011   Year Ended December 31, 2011 
(in thousands)  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
 
                          

With a related allowance recorded:

          

Commercial real estate

  $9,049    $9,276    $3,487    $12,045    $320  

Commercial and industrial

   4,207     4,207     1,116     3,497     77  

Commercial construction

   1,975     1,975     942     3,326     4  

Consumer real estate

   —       —       —       173     —    

Total with a Related Allowance Recorded

   15,231     15,458     5,545     19,041     401  
                          

Without a related allowance recorded:

          

Commercial real estate

   41,058     47,874     —       34,965     1,415  

Commercial and industrial

   7,784     7,784     —       4,128     132  

Commercial construction

   24,024     24,375     —       8,856     496  

Consumer real estate

   5,939     6,545     —       2,617     195  

Total without a Related Allowance Recorded

   78,805     86,578     —       50,566     2,238  
                          

Total:

          

Commercial real estate

   50,107     57,150     3,487     47,010     1,735  

Commercial and industrial

   11,991     11,991     1,116     7,625     209  

Commercial construction

   25,999     26,350     942     12,182     500  

Consumer real estate

   5,939     6,545     —       2,790     195  

Total

  $94,036    $102,036    $5,545    $69,607    $2,639  
                          

The following tables detail activity in the ALL for the periods presented:

 

  Three Months Ended March 31, 2012   Three Months Ended March 31, 2013 
(in thousands)  Commercial
Real Estate
 Commercial and
Industrial
 Commercial
Construction
 Consumer
Real Estate
 Other
Consumer
 Total
Loans
   Commercial
Real Estate
 Commercial and
Industrial
 Commercial
Construction
 Consumer
Real Estate
 Other
Consumer
 Total
Loans
 
      

Balance at beginning of period

  $29,804   $11,274   $3,703   $3,166   $894   $48,841    $25,246   $7,759   $7,500   $5,058   $921   $46,484  

Charge-offs

   (3,110  (1,497  (5,275  (513  (260  (10,655   (1,639  (1,360  (389  (494  (252  (4,134

Recoveries

   36    104    99    49    81    369     749    100    53    283    94    1,279  
      

Net (Charge-offs)/ Recoveries

   (3,074  (1,393  (5,176  (464  (179  (10,286   (890  (1,260  (336  (211  (158  (2,855
   

Provision for loan losses

   (2,433  1,983    9,157    460    105    9,272     86    2,177    (561  412    193    2,307  
      

Balance at End of Period

  $24,297   $11,864   $7,684   $3,162   $820   $47,827    $24,442   $8,676   $6,603   $5,259   $956   $45,936  
      

 

   Three Months Ended March 31, 2011 
(in thousands)  Commercial
Real Estate
  Commercial and
Industrial
  Commercial
Construction
  Consumer
Real Estate
  Other
Consumer
  Total
Loans
 
                          

Balance at beginning of period

  $30,425   $9,777   $5,904   $3,962   $1,319   $51,387  

Charge-offs

   (464  (272  (673  (924  (207  (2,540

Recoveries

   524    95    711    746    100    2,176  
                          

Net (Charge-offs)/ Recoveries

   60    (177  38    (178  (107  (364
                          

Provision for loan losses

   9,201    1,091    922    (558  (16  10,640  
                          

Balance at End of Period

  $39,686   $10,691   $6,864   $3,226   $1,196   $61,663  
                          

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7. ALLOWANCE FOR LOAN LOSSES continued

   Three Months Ended March 31, 2012 
(in thousands)  Commercial
Real Estate
  Commercial and
Industrial
  Commercial
Construction
  Consumer
Real Estate
  Other
Consumer
  Total
Loans
 
                          

Balance at beginning of period

  $29,804   $11,274   $3,703   $3,166   $894   $48,841  

Charge-offs

   (3,110  (1,497  (5,275  (513  (260  (10,655

Recoveries

   36    104    99    49    81    369  
                          

Net (Charge-offs)/ Recoveries

   (3,074  (1,393  (5,176  (464  (179  (10,286

Provision for loan losses

   (2,433  1,983    9,157    460    105    9,272  
                          

Balance at End of Period

  $24,297   $11,864   $7,684   $3,162   $820   $47,827  
                          

The following tables present the ALL and recorded investments in loans by category for the periods presented:

 

  March 31, 2012   March 31, 2013 
  Allowance for Loan Losses   Portfolio Loans   Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                                    

Commercial real estate

  $887    $23,410    $24,297    $49,485    $1,367,178    $1,416,663    $171    $24,271    $24,442    $35,224    $1,444,572    $1,479,796  

Commercial and industrial

   1,085     10,779     11,864     12,559     690,553     703,112     —      8,676     8,676     12,131     794,074     806,205  

Commercial construction

   4,075     3,609     7,684     24,283     144,756     169,039     —      6,603     6,603     16,939     147,935     164,874  

Consumer real estate

   —       3,162     3,162     6,700     820,043     826,743     —      5,259     5,259     9,399     852,935     862,334  

Other consumer

   —       820     820     —       82,223     82,223     —      956     956     96     68,677     68,773  
                                    

Total

  $6,047    $41,780    $47,827    $93,027    $3,104,753    $3,197,780    $171    $45,765    $45,936    $73,789    $3,308,193    $3,381,982  
                                    
  December 31, 2012 
  Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                  

Commercial real estate

  $1,226    $24,020    $25,246    $39,994    $1,412,139    $1,452,133  

Commercial and industrial

   1,002     6,757     7,759     13,283     778,113     791,396  

Commercial construction

   3     7,497     7,500     18,512     149,631     168,143  

Consumer real estate

   —      5,058     5,058     10,827     850,248     861,075  

Other consumer

   —      921     921     25     73,850     73,875  
                  

Total

  $2,231    $44,253    $46,484    $82,641    $3,263,981    $3,346,622  
                  

S&T BANCORP, INC. AND SUBSIDIARIES

   December 31, 2011 
   Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                               

Commercial real estate

  $3,487    $26,317    $29,804    $50,107    $1,365,226    $1,415,333  

Commercial and industrial

   1,116     10,158     11,274     11,991     673,762     685,753  

Commercial construction

   942     2,761     3,703     25,999     162,853     188,852  

Consumer real estate

   —       3,166     3,166     5,939     766,751     772,690  

Other consumer

   —       894     894     —       67,131     67,131  
                               

Total

  $5,545    $43,296    $48,841    $94,036    $3,035,723    $3,129,759  
                               

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 8.7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

Interest Rate Swaps

Interest rate swaps are contracts in which a series of interest rate flows (fixed and variable) are exchanged over a prescribed period. The notional amounts on which the interest payments are based are not exchanged. S&T utilizesIn some cases, we utilize interest rate swaps for commercial loans. These derivative positions relate to transactions in which S&T enterswe enter into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, S&T agreeswe agree to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a same notional amount at a fixed rate. At the same time, S&T agreeswe agree to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows S&T’sour customer to effectively convert a variable rate loan to a fixed rate loan with S&T receivingwhile we receive a variable yield. These agreements could have floors or caps on the contracted interest rates.

Pursuant to S&T’sour agreements with various financial institutions, S&Twe may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of swap transactions. Based upon S&T’sour current positions and related future collateral requirements relating to them, S&T believeswe believe any affect on its cash flow or liquidity position to be immaterial.

U.S. GAAP allows offsetting derivatives that are subject to legally enforceable netting arrangements with the same party. For example, we may have a derivative asset as well as a derivative liability with the same counterparty to a swap transaction, and are allowed to offset the asset position and the liability position resulting in a net presentation.

The following table indicates the gross amounts of derivative assets and derivative liabilities, the amounts offset, and the carrying value as presented in the Consolidated Balance Sheets as of the dates presented:

   

Derivatives

(included in Other Assets)

  

Derivatives

(included in Other Liabilities)

 
(in thousands)  March 31, 2013  December 31, 2012  March 31, 2013  December 31, 2012 
                  

Derivatives not Designated as Hedging Instruments

     

Gross amounts recognized

  $    21,344   $24,262   $    21,248   $24,036  

Gross amounts offset

   (480  (514  (480  (514
                  

Net amounts presented in the Consolidated Balance Sheets

   20,864    23,748    20,768    23,522  

Gross amounts not offset

   —     —     (19,442)  (19,595)
                  

Net Amount

  $    20,864   $23,748   $    1,326   $3,927  
                  

Derivatives contain an element of credit risk, the possibility that S&Twe will incur a loss because a counterparty, which may be a financial institution or a customer, fails to meet its contractual obligations. All derivative contracts with financial institutions may be executed only with counterparties approved by S&T’sour Asset and Liability Committee, (“ALCO”)or ALCO, and derivatives with customers may only be executed with customers within collateral coverage and credit exposure limits. Interest rate swaps are considered derivatives, but are not accounted for using hedge accounting. As such, changes in the fair value of the derivatives are recorded in current earnings and included in other noninterest income in the Consolidated Statements of Comprehensive Income.

Interest Rate Lock Commitments and Forward Sale Contracts

In the normal course of business, S&T sellswe sell originated mortgage loans into the secondary mortgage loan market. S&T offersWe offer interest rate lock commitments to potential borrowers. Whenever a customer desires these products, a mortgage originator quotes a secondary market rate guaranteed for that day by the investor. The commitments are generally for 60 days and guarantee a specified interest rate for a loan if underwriting standards are met, but the commitment does not obligate the potential borrower to close on the loan.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES – continued

Accordingly, some commitments expire prior to becoming loans. However, if the borrower accepts the guaranteed rate, S&Twe can encounter pricing risk if interest rates increase significantly before the loan can be closed and sold. S&TWe may utilize forward sale contracts in order to mitigate this pricing risk. The rate lock is executed between the mortgagee and S&T,us, and generally these rate locks are bundled. A forward sale contract is then executed between S&Tus and the investor. Both the interest rate lock commitment bundle and the corresponding forward sale contract are considered derivatives, but are not accounted for using hedge accounting. As such, changes in the fair value of the derivatives during the commitment period are recorded in current earnings and included in mortgage banking in the Consolidated Statements of Comprehensive Income.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES – continued

The following table indicates the amounts representing the value of derivative assets and derivative liabilities for the periods presented:

 

  Derivatives
(included in Other Assets)
   Derivatives
(included in Other Liabilities)
   

Derivatives

(included in Other Assets)

   

Derivatives

(included in Other Liabilities)

 
(in thousands)  March 31, 2012   December 31, 2011   March 31, 2012   December 31, 2011   March 31, 2013   December 31, 2012   March 31, 2013   December 31, 2012 
                        

Derivatives not Designated as Hedging Instruments

                

Interest Rate Swaps-Commercial Loans

        

Interest Rate Swap Contracts—Commercial Loans

        

Fair value

  $22,532    $23,764    $22,267    $23,639    $20,864    $23,748    $20,768    $23,522  

Notional amount

   192,154     189,868     192,154     189,868     228,974     227,532     228,974     227,532  

Collateral posted

   —       —       17,981     20,273     —      —      19,442     19,595  

Interest Rate Lock Commitments-Mortgage Loans

        

Interest Rate Lock Commitments—Mortgage Loans

        

Fair value

   310     244     —       —       241     467     —      —   

Notional amount

   10,550     7,093     —       —       7,639     14,287     —      —   

Forward Sale Contracts-Mortgage Loans

        

Forward Sale Contracts—Mortgage Loans

        

Fair value

   —       —       26     95     —      —      24     48  

Notional amount

   —       —       12,275     7,729     —      —      8,480     14,100  
                        

The following table indicates the gain or loss recognized in income on derivatives for the periods presented:

 

   Three Months Ended 
(in thousands)  March 31, 2012   March 31, 2011 
           

Derivatives not Designated as Hedging Instruments

    

Interest rate swap contracts - commercial loans

  $140    $(100

Interest rate lock commitments - mortgage loans

   66     27  

Forward sale contracts - mortgage loans

   69     (460
           

Total Derivative Gain (Loss)

  $275    $(533
           
  Three Months Ended March 31, 
(in thousands)              2013                             2012               
         

Derivatives not Designated as Hedging Instruments

  

Interest rate swap contracts—commercial loans

 $(129 $140  

Interest rate lock commitments—mortgage loans

  (226  66  

Forward sale contracts—mortgage loans

  24    69  
         

Total Derivative (Loss) Gain

 $(331 $275  
         

NOTE 9.8. BORROWINGS

 

Short-term borrowings are for terms under one year and arewere comprised of retail repurchase agreements, or REPOs, federal funds purchased and Federal Home Loan Bank, or FHLB, advances. We define repurchase agreements with our local retail customers as retail REPOs. Securities pledged as collateral under these REPO financing arrangements cannot be sold or repledged by the secured party and are therefore accounted for as a secured borrowing. Federal funds purchased are unsecured overnight borrowings with other financial institutions. FHLB advances are for various terms secured by a blanket lien on residential mortgages and other real estate secured loans.

The following is a summary of short-term debt for the periods presented:

 

(in thousands)  March 31, 2012   December 31, 2011   March 31, 2013   December 31, 2012 
            

Securities sold under repurchase agreements, retail

  $40,638    $30,370    $64,358    $62,582  

Federal Home Loan Bank advances

   75,000     75,000     50,000     75,000  
            

Total

  $115,638    $105,370    $114,358    $137,582  
            

Long-term debt instruments are for original terms greater than one year and are comprised of FHLB advances and junior subordinated debt securities. Long-term FHLB advances have the same collateral requirements as their short-term equivalents.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 9.8. BORROWINGS continued

 

 

In addition, we currently have a $5.0 million line of credit with S&T Bank secured by investments of another subsidiary of S&T. The line of credit has a variable rate based upon prime and is payable on demand. There were no funds drawn from this line of credit as of March 31, 2012 and December 31, 2011.

Long-term debt instruments are for original terms greater than one year and may be comprised of wholesale REPOs, FHLB advances and junior subordinated debt securities. Long-term REPOs and FHLB advances have the same collateral requirements as their short-term equivalents.

The following is a summary of long-term debtborrowings for the periods presented:

 

(in thousands)  March 31, 2012   December 31, 2011   March 31, 2013   December 31, 2012 
            

Long-term borrowings

  $31,426    $31,874    $23,535    $34,101  

Junior subordinated debt securities

   90,619     90,619     90,619     90,619  
            

Total

  $122,045    $122,493    $114,154    $124,720  
            

We had total long-term debtborrowings outstanding of $28.1$20.2 million at a fixed rate and $93.7 million at a variable rate at March 31, 2012,2013, excluding a capital lease of $0.2 million thatwhich is included in long-termclassified as long term borrowings.

We had total borrowings at March 31, 20122013 and December 31, 20112012 at the FHLB of Pittsburgh of $106.2$73.3 million and $106.6$108.9 million, respectively. This consisted of $31.2 million$23.3 in long termlong-term borrowings and $75.0 million$50.0 in short-term borrowings at the end of the current period.March 31, 2013. At March 31, 2012,2013, we had a maximum borrowing capacity of $1.3 billion, with a remaining borrowing availability of $1.2 billion with the FHLB of Pittsburgh.

NOTE 10.9. COMMITMENTS AND CONTINGENCIES

 

Commitments

In the normal course of business, we offer off-balance sheet credit arrangements to enable our customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. Our exposure to credit loss, in the event a customer does not satisfy the terms of their agreement, equals the contractual amount of the obligation less the value of any collateral. We apply the same credit policies in making commitments and standby letters of credit that are used for the underwriting of loans to customers. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Our allowance for unfunded commitments totaled $1.4$3.7 million at March 31, 20122013 and $1.2$3.0 million at December 31, 2011.2012. The increase in the allowance for unfunded commitments is due to an increase in our construction commitments. The allowance for unfunded commitments is included in other liabilities in the Consolidated Balance Sheets.

Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

The following table sets forth the commitments and letters of credit for the periods presented:

 

(in thousands)  March 31, 2012   December 31, 2011   March 31, 2013   December 31, 2012 
      
      

Commitments to extend credit

  $869,942    $816,160    $941,256    $874,137  

Standby letters of credit

   111,067     119,576     83,224     95,399  
            

Total

  $981,009    $935,736    $1,024,480    $969,536  
            

Litigation

In the normal course of business, we are subject to various legal and administrative proceedings and claims. While any type of litigation contains a level of uncertainty, we believe that the outcome of such proceedings or claims will not have a material adverse effect on our consolidated financial position.

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 10. OTHER COMPREHENSIVE INCOME

The following tables present the tax effects of the components of other comprehensive income/loss for the periods presented:

   Three Months Ended March 31, 2013 
(in thousands)  

Pre-Tax

Amount

  

Tax

(Expense)

Benefit

  

Net of Tax

Amount

 
              

Change in unrealized gains/losses on securities available-for-sale

  $(1,768 $619   $(1,149

Reclassification adjustment for net gains/losses on securities available-for-sale included in net income(1)

   (2  1    (1

Adjustment to funded status of employee benefit plans

   598    (209  389  
              

Other Comprehensive Income (Loss)

  $(1,172 $411   $(761
              

   Three Months Ended March 31, 2012 
(in thousands)  Pre-Tax
Amount
  Tax
(Expense)
Benefit
  

Net of Tax

Amount

 
              

Change in unrealized gains/losses on securities available-for-sale

  $306   $(107 $199  

Reclassification adjustment for net gains/losses on securities available-for-sale included in net income

   (840  294    (546

Adjustment to funded status of employee benefit plans

   568    (199  369  
              

Other Comprehensive Income (Loss)

  $34   $(12 $22  
              

(1)Reclassification adjustments are comprised of realized security gains. The gains have been reclassified out of accumulated other comprehensive income and have affected certain lines in the consolidated statement of comprehensive income as follows; the pre-tax amount is included in securities gains-net, the tax expense amount is included in the provision for income taxes and the net of tax amount is included in net income.

NOTE 11. EMPLOYEE BENEFITS

 

We maintain a defined benefit pension plan, or Plan, covering substantially all employees hired prior to January 1, 2008. The benefits are based on years of service and the employee’s compensation for the highest five consecutive years in the last ten years. Contributions are intended to provide for benefits attributed to employee service to date and for those benefits expected to be earned in the future. At this time, the Bank iswe are not required to make a cash contribution to the Plan in 2012;2013; however, the Bankwe contributed $5.0$3.1 million to the Plan in December 2011.2012. The expected long-term rate of return on plan assets is 8.00 percent. ChangesFor the current year there are no changes to the Plan have been approved and were implemented January 1, 2012. These changes include a lump sum distribution option for active participants and the eventual elimination of the Pension Purchase Option.Plan.

The following table summarizes the components of net periodic pension cost and other changes in plan assets and benefit obligation recognized in other comprehensive gain/loss for the periods presented:

 

   Three Months Ended March 31, 
(in thousands)  2012  2011 
          

Components of Net Periodic Pension Cost

   

Service cost—benefits earned during the period

  $727   $654  

Interest cost on projected benefit obligation

   1,076    1,043  

Expected return on plan assets

   (1,404  (1,344

Amortization of prior service cost (credit)

   (32  (2

Recognized net actuarial loss

   570    187  
          

Net Periodic Pension Expense

  $937   $538  
          

NOTE 12. CAPITAL PURCHASE PROGRAM

On December 7, 2011 we redeemed all of the $108.7 million, or 108,676 shares, of Series A Preferred Stock issued on January 16, 2009 in conjunction with our participation in the Capital Purchase Program, or CPP. Upon redemption, a one-time non-cash reduction to net income available to common shareholders of $1.8 million, or $0.06 per common share, was recorded for the remaining unamortized discount of the preferred stock.

As part of its original purchase of the Series A Preferred Stock, the U.S. Treasury received a warrant to purchase 517,012 shares of our common stock at an initial per share exercise price of $31.53. The warrant provides for the adjustment of the exercise price and the number of shares of our common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon splits or distributions of securities or other assets to holders of our common stock and upon certain issuances of our common stock at or below a specified price relative to the initial exercise price.

The U.S. Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant. We did not repurchase the warrant at the time of the Series A Preferred Stock redemption and it will remain outstanding until January 2019 or until we repurchase it from the U.S. Treasury.
   Three Months Ended March 31, 
(in thousands)  2013  2012 
          

Components of Net Periodic Pension Cost

   

Service cost—benefits earned during the period

  $708   $727  

Interest cost on projected benefit obligation

   996    1,076  

Expected return on plan assets

   (1,565  (1,404

Amortization of prior service cost (credit)

   (34  (32

Recognized net actuarial loss

   588    570  
          

Net Periodic Pension Expense

  $693   $937  
          

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

NOTE 13.12. SEGMENTS

 

We operate three reportable operating segments including Community Banking, Insurance and Wealth Management.

Our Community Banking segment offers services which include accepting time and demand accounts, originating commercial and consumer loans and providing letters of credit and credit card services.

Our Insurance segment includes a full-service insurance agency offering commercial property and casualty insurance, group life and health coverage, employee benefit solutions and personal insurance lines.

Our Wealth Management segment offers discount brokerage services, services as executor and trustee under wills and deeds, guardian and custodian of employee benefits and other trust and brokerage services, as well as a registered investment advisor that manages private investment accounts for individuals and institutions.

The following represents total assets by reportable operating segment for the periods presented:

 

(in thousands)  March 31, 2012   December 31, 2011   March 31, 2013   December 31, 2012 
            

Community Banking

  $4,320,705    $4,110,462    $4,472,181    $4,518,799  

Insurance

   9,038     8,192     6,532     6,697  

Wealth Management

   1,232     1,340     1,150     1,206  
            

Total Assets

  $4,330,975    $4,119,994    $4,479,863    $4,526,702  
            

The following tables provide financial information for our three segments for the three months ended March 31, 20122013 and 2011.2012. The financial results of the business segments include allocations for shared services based on an internal analysis that supports line of business and branch performance measurement. Shared services include expenses such as employee benefits, occupancy expense, computer support and other corporate overhead. Even with these allocations, the financial results are not necessarily indicative of the business segments’ financial condition and results of operations as if they existed as independent entities. The information provided under the caption “Eliminations” represents operations not considered to be reportable segments and/or general operating expenses and eliminations and adjustments, which are necessary for purposes of reconciling to the Consolidated Financial Statements.

 

  Three Months Ended March 31, 2012   Three Months Ended March 31, 2013 
(in thousands)  Community
Banking
   Insurance Wealth
Management
   Eliminations Consolidated   Community
Banking
   Wealth
Management
   Insurance   Eliminations Consolidated 
                     

Interest income

  $39,101    $—     $102    $(63 $39,140    $37,690    $138    $—      $15   $37,843  

Interest expense

   5,895     —      —       (76  5,819     4,790     —       —       (616  4,174  
                     

Net interest income (expense)

   33,206     —      102     13    33,321  

Net interest income

   32,900     138     —       631    33,669  

Provision for loan losses

   9,272     —      —       —      9,272     2,307     —       —       —      2,307  

Noninterest income

   8,828     1,421    2,412     408    13,069     10,356     2,574     1,598     278   14,806  

Noninterest expense

   26,278     1,453    2,362     1,296    31,389     24,634     2,489     1,447     1,678   30,248  

Depreciation expense

   948     13    7     —      968     919     8     10     —      937  

Amortization of intangible assets

   397     13    16     —      426     405     13     13     —      431  

Provision (benefit) for income taxes

   1,681     (21  70     (875  855     2,854     92     45     (769  2,222  
                     

Net Income (Loss)

  $3,458    $(37 $59    $—     $3,480    $12,137    $110    $83    $—     $12,330  
                     

   Three Months Ended March 31, 2012 
(in thousands)  Community
Banking
   Wealth
Management
   Insurance  Eliminations  Consolidated 
                        

Interest income

  $39,101    $102    $—     $(63 $39,140  

Interest expense

   5,895     —       —      (76  5,819  
                        

Net interest income

   33,206     102     —      13    33,321  

Provision for loan losses

   9,272     —       —      —      9,272  

Noninterest income

   8,828     2,412     1,421    408    13,069  

Noninterest expense

   26,278     2,362     1,453    1,296    31,389  

Depreciation expense

   948     7    13    —      968  

Amortization of intangible assets

   397     16     13    —      426  

Provision (benefit) for income taxes

   1,681     70     (21  (875  855  
                        

Net Income (Loss)

  $3,458    $59    $(37 $—     $3,480  
                        

S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

NOTE 13. SEGMENTS – continuedSALE OF MERCHANT CARD SERVICING BUSINESS

 

We sold our existing merchant card servicing business for $4.8 million during the first quarter of 2013. Consequently, we terminated an agreement with our existing merchant processor and incurred a termination fee of $1.7 million. As a result of this transaction, we recognized a gain of $3.1 million in the first quarter of 2013. In conjunction with the sale of the merchant card servicing business, we entered into a marketing and sales alliance agreement with the purchaser for an initial term of ten years. The agreement provides that we will actively market and refer our customers to the purchaser and in return will receive a share of the future revenue. Future revenue is dependent on the number of referrals, number of new merchant accounts and volume of activity.

   Three Months Ended March 31, 2011 
(in thousands)  Community
Banking
   Insurance  Wealth
Management
   Eliminations  Consolidated 
                        

Interest income

  $42,141    $—     $92    $(41 $42,192  

Interest expense

   7,325     73    —       (78  7,320  
                        

Net interest income (expense)

   34,816     (73  92     37    34,872  

Provision for loan losses

   10,640     —      —       —      10,640  

Noninterest income

   7,382     1,333    2,086     225    11,026  

Noninterest expense

   21,516     1,263    1,726     1,384    25,889  

Depreciation expense

   1,074     14    9     —      1,097  

Amortization of intangible assets

   431     14    18     —      463  

Provision (benefit) for income taxes

   2,480     (11  167     (1,122  1,514  
                        

Net Income (Loss)

  $6,057    $(20 $258    $—     $6,295  
                        

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, represents an overview of our consolidated results of operations and financial condition and highlights material changes in our financial condition and results of operations at and for the three monthsmonth periods ended March 31, 20122013 and 2011.2012. Our MD&A should be read in conjunction with our consolidated financial statementsConsolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.

Important Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains or incorporates statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements generally relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to” or other similar words. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to, those described in this Form 10-Q or the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information actually known to us at that time. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

These forward-looking statements are based on current expectations, estimates and projections about our business management’sand beliefs and assumptions made by management. These Future Factors, are not guarantees of our future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

Future Factors include:

changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, the shape of the yield curve and interest rate sensitivity;

a prolonged period of low interest rates;

credit losses;

an interruption or breach in security of our information systems;

rapid technological developments and changes;

access to capital in the amounts, at the times and on the terms required to support our future businesses;

legislation affecting the financial services industry as a whole, and/or S&T Bancorp, Inc., or S&T, in particular, including the effects of the Dodd-Frank Act;

regulatory supervision and oversight, including required capital levels, and public policy changes, including environmental regulations;

increasing price and product/service competition, including new entrants;

rapid technological developments and changes;

the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

continued deterioration of the housing market and reduced demand for mortgages;

containing costs and expenses;

reliance on large customers;customer relationships;

the outcome of pending and future litigation and governmental proceedings;

managing our internal growth and acquisitions;

the possibility that the anticipated benefits from our recently completed acquisition of Mainline Bancorp, or Mainline, and pending acquisition of Gateway Bank of Pennsylvania, or Gateway,acquisitions cannot be fully realized in a timely manner or at all, or that integrating future acquired operations will be more difficult, disruptive or costly than anticipated;

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

general economic or business conditions, either nationally or regionally in westernWestern Pennsylvania, may be less favorable than expected, resulting in among other things, a reduced demand for credit and other services;

a declinedeterioration in market capitalization to common book value, which couldthe overall macroeconomic conditions or the state of the banking industry may warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a non-cash charge to net income; and

a continuation of recent turbulence in significant portions of the global financial and real estate markets could impact our performance, both directly, by affecting our revenues and the value of our assets and liabilities and indirectly, by affecting the economy generally.

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions, including interest rate and currency exchange rate fluctuations and other Future Factors.

Critical Accounting Policies and Estimates

Our critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of March 31, 20122013 have remained unchanged from the disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 20112012 under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

We are a bank holding company headquartered in Indiana, Pennsylvania with assets of approximately $4.3$4.5 billion at March 31, 2012.2013. We provide a full range of financial services through offices located in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson, Washington and Westmoreland counties of Western Pennsylvania.Pennsylvania and one loan production office in Akron, Ohio. We provide full service retail and commercial banking products as well as cash management services, insurance, estate planning and administration, employee benefit plan investment management and administration, corporate services and other fiduciary services. Our common stock trades on the Nasdaq Global Select Market under the symbol “STBA.”

We earn revenue primarily from interest on loans and securities investments and fees charged for financial services provided to our customers. Offsetting these revenues are the cost of deposits and other funding sources, provision for loan losses and other operating costs such as: salaries and employee benefits, occupancy, data processing, expensesoccupancy and tax expense.

Our mission is to become the financial services provider of choice inwithin Western PennsylvaniaPennsylvania. We plan to do this by delivering exceptional service and value, one customer at a time. Our strategic plan is market basedfocuses on growth through expansion, acquisition or organic growth. Our strategic plan includes a collaborative model that combines expertise from all of our business segments and focuses on satisfying our customers’ transaction, credit, investment and insurance needs through each of our delivery channels. Transaction needs include the traditional deposit banking products for both

S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

individuals and businesses. Credit needs are solutions for customers with the need to borrow for personal assets, business growth and expansion, or capital leverage. Investment needs are a customer’s needs as they relate to deriving growth and return, the focus of our investment services, both S&T Wealth Management Services and Stewart Capital Advisors. Insurance needs include those of both individuals and businesses, and can be met through S&T–Evergreen Insurance LLC and S&T Insurance Group, LLC, which provide a host of insurance products and services.individual financial objectives.

During the first quarter, of 2012, we successfully executed on our strategy to expand our business through completionkey strategic initiatives of one acquisitionloan growth and entering into definitive agreement with respect to a second acquisition as described below:

Mainline Bancorp, Inc.

On March 9, 2012, we completed our purchase of Mainline andimproving asset quality. Loan growth was strong at the operations conversion of the bank holding company and its bank subsidiary, which was headquartered in Ebensburg, Pennsylvania. The Mainline acquisition, with the addition of eight branches, expands our market share and footprint throughout Cambria and Blair Counties of Western Pennsylvania. The transaction valued at $27.7 million, added total assets of $236.2 million, including $129.3 million in loans and $206.0 million in deposits. Our earnings for the first quarter were impacted by one-time merger related expenses of $3.9 million or $0.11 per share.

Gateway Bank of Pennsylvania

On March 29, 2012, we entered into a definitive agreement to acquire Gateway Bank of Pennsylvania, or Gateway, based in McMurray, Pennsylvania. Gateway has approximately $120 million in assets and maintains two offices in Washington and Butler counties of Western Pennsylvania. The transaction is expected to add approximately $99.3 million in loans and deposits to S&T’s Consolidated Balance Sheet. The transaction, valued at approximately $22 million, is expected to close in the third quarterend of 2012 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Gateway. The acquisition is expected to expand our existing footprint in the northern and southern suburbs of Pittsburgh.

Earnings Summary

Net income available to common shareholders forthat momentum continued into the first quarter of 20122013 with portfolio loans increasing $35.4 million. This growth was $3.5 million resultingprimarily in diluted earnings per common share of $0.12 comparedour Commercial Real Estate, or CRE, Commercial and Industrial, or C&I, and residential mortgage loan portfolios. Asset quality continued to net income of $4.7 million and $0.17 diluted earnings per share inimprove during the first quarter of 2011. Our performance was significantly impacted by an elevated provision for loan losses2013 with nonperforming assets, or NPAs, decreasing $9.0 million, or 16 percent, from December 31, 2012.

We sold our merchant card servicing business during the first quarter and one-time merger related expenses of $3.9 million.resulting in a $3.1 million gain. While slightly below the provision for loan lossesthis was a successful business, we determined that it would be difficult to compete in this business in the first quarterfuture due to intense competition and technological advances. We entered into a marketing and sales alliance agreement with the purchaser for an initial term of 2011, it wasten years. Future revenue is dependent on the number of referrals, number of new merchant accounts and volume of activity. We are now able to offer a setback frommore robust suite of merchant related services through our partner while maintaining a relationship with our customers.

Our capital ratios improved and remain significantly above the marked improvement we experienced around“well capitalized” thresholds of federal bank regulatory agencies, with a leverage ratio of 9.42 percent, tier 1 risk-based capital ratio of 12.20 percent and total risk based capital ratio of 15.60 percent.

Our focus throughout 2013 will be on increasing loan growth to maintain our net interest margin, evaluating opportunities to increase fee income, improving asset quality during the second half of 2011. Our net interest income declined $1.6 million from the first quarter of 2011, as we continue to experience challenges in growing our loan portfolio coupled with the current low interest rate environment. Noninterest income increased $2.0 million compared to the first quarter of 2011, primarily due to an $0.8 million gain on an equity position sold and increased wealth management fee income. Noninterest expense increased $5.3 million primarily related to $3.9 million in one-time merger related expenses incurred with the acquisition of Mainline.

We will continue to focus onclosely monitoring our asset quality as it continues to be the primary driver of our earnings. We remain diligent and focused on monitoring our nonperforming assets.operating expenses. We continually strive to be well positioned for changes in both the economy and interest rates, regardless of the timing or direction of these changes. Management regularly assesses our balance sheet, capital, liquidity and operation infrastructures in order to be positioned to take advantage of internal or acquisition growth.growth opportunities.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Earnings Summary

Net income available to common shareholders for the first quarter of 2013 was $12.3 million resulting in diluted earnings per common share of $0.41 compared to net income available to common shareholders of $3.5 million or $0.12 diluted earnings per common share in the first quarter of 2012. The improved performance was due to a decrease in the provision for loan loss, the gain on the sale of the merchant card servicing business and decreased expenses. Our provision for loan losses decreased $7.0 million to $2.3 million compared to $9.3 million for the first quarter of 2012. The decrease was driven by improved asset quality including a decline in loan charge-offs and substandard and nonperforming loans. Our total noninterest income increased $1.7 million to $14.8 million compared to $13.1 million in the first quarter of 2012. This increase was due to the sale of our merchant card servicing business resulting in a net gain of $3.1 million. Securities gains decreased $0.8 million due to the sale of one equity position in the first quarter of 2012. Our expenses decreased $1.2 million to $31.6 million from $32.8 million from the first quarter of 2012. The decrease in expenses was primarily due to $3.1 million less in merger related expenses, across various categories, that we incurred in the first quarter of 2012 compared to the first quarter of 2013. During the first quarter of 2012, we acquired Mainline, resulting in $3.9 million of merger related expenses. This compared to $0.8 million of merger related expenses in the first quarter of 2013 of which a majority related to the system conversion of Gateway Bank into S&T Bank. Gateway was acquired during the third quarter of 2012. Excluding the effect of merger related one-time costs, we did experience higher expenses in several categories, including salaries and employee benefits, net occupancy, other taxes and FDIC assessment as the results of the two acquisitions that occurred in 2012 were fully reflected in operations during the first quarter of 2013.

Explanation of Use of Non-GAAP Financial Measures

In addition to the results of operations presented in accordance with GAAP, management uses, and this quarterly report contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis and operating revenue. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and its business and performance trends as they facilitate comparisons with the performance of others in the financial services industry. Although management believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per Consolidated Statements of Comprehensive Income is reconciled to net interest income adjusted to a fully taxable equivalent basis in the table below for the three months ended March 31, 20122013 and 2011.2012.

Operating revenue is the sum of net interest income and noninterest income less one-time gains/losses and securities gains.gains/losses. In order to understand the significance of net interest income to our business and operating results, we believe it is appropriate to evaluate the significance of net interest income as a component of operating revenue.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

RESULTS OF OPERATIONS

Three Months Ended March 31, 20122013 Compared to

Three Months Ended March 31, 20112012

Net Interest Income

Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets and interest-bearing liabilities and changes in interest rates and spreads. Maintaining consistent spreads between interest-earning assets and interest-bearing liabilities is significant to our financial performance because net interest income comprised 7374 percent and 7673 percent of operating revenue (net interest income plus noninterest income, excluding securities gains)one-time gains/losses and security gains/losses) in the first quarter of 20122013 and the first quarter of 2011,2012, respectively. The level and mix of interest-earning assets and interest-bearing liabilities are continually monitoredmanaged by our Asset and Liability Committee, or ALCO, in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were successfully implemented, within prescribed ALCO risk parameters, to maintain an acceptable net yield on interest-earning assets (net interest margin) given the challenges of the current interest rate environment.

The interest income on interest-earning assets and the net interest margin are presented on a fully taxable-equivalent basis. The fully taxable-equivalent basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35 percent for each period. We believe this measure to be the preferred industry measurement of net interest income that provides a relevant comparison between taxable and non-taxable amounts.

The following table reconciles interest income and interest rates per the Consolidated Statements of Comprehensive Income to net interest income and rates adjusted to a fully taxable equivalenttaxable-equivalent basis:

 

   Three Months Ended March 31, 
(in thousands)  2012   2011 

Interest income per Consolidated Statements of Income

  $39,140    $42,192  

Adjustment to fully taxable-equivalent basis

   1,129     1,038  
           

Interest Income adjusted to Fully Taxable Equivalent Basis

   40,269     43,230  

Interest expense per Consolidated Statements of Income

   5,819     7,320  
           

Net Interest Income Adjusted to Fully Taxable Equivalent Basis (non-GAAP)

  $34,450    $35,910  
           
   For the Three Months Ended March 31, 
(dollars in thousands)  2013  2012 
          

Total interest income

  $37,843   $39,140  

Total interest expense

   4,174    5,819  
          

Net interest income per consolidated statements of comprehensive income

   33,669    33,321  

Adjustment to fully-taxable-equivalent basis

   1,172    1,129  
          

Net interest income (FTE) (non-GAAP)

  $34,841   $34,450  
          

Net interest margin

   3.37  3.57

Adjustment to fully-taxable-equivalent basis

   0.12  0.12
          

Net Interest Margin (FTE) (non-GAAP)

   3.49  3.69
          

Income amounts are annualized for rate calculations.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

Average Balance Sheet and Net Interest Income Analysis

The following table provides information regarding the average balances, interest and yields earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities:

 

  Three Months Ended
March 31, 2012
 Three Months Ended
March 31, 2011
   Three Months Ended
March 31, 2013
 Three Months Ended
March 31, 2012
 
(in thousands)  Balance   Income   Rate Balance   Income   Rate 
(dollars in thousands)  Balance   Income   Rate Balance   Income   Rate 
                              

ASSETS

                      

Loans(1)

  $3,135,517    $37,021     4.74 $3,324,606    $40,327     4.92

Securities/other(1)

   612,791     3,248     2.12  384,796     2,903     3.02

Loans(1) (2)

  $3,358,099    $35,730     4.32 $3,135,517    $37,021     4.74

Interest bearing deposits with banks

   210,628     120     0.23  231,241     114     0.20

Securities/other(2)

   478,248     3,165     2.65  381,550     3,134     3.29
                    

Total Interest-earning Assets

   3,748,308     40,269     4.31  3,709,402     43,230     4.72   4,046,975     39,015     3.91  3,748,308     40,269     4.31

Noninterest-earning assets

   395,577        378,012         401,396        395,577      
                    

Total Assets

  $4,143,885       $4,087,414        $4,448,371       $4,143,885      
                              

LIABILITIES AND SHAREHOLDERS’ EQUITY

                      

NOW/money market/savings

  $1,401,848    $615     0.18 $1,295,224    $570     0.18  $1,622,229    $637     0.16 $1,401,848    $615     0.18

Certificates of deposit

   1,132,687     4,136     1.46  1,231,162     5,492     1.81   1,043,147     2,565     1.00  1,132,687     4,136     1.46

Borrowed funds < 1 year

   112,944     57     0.20  42,582     16     0.14   124,449     59     0.19  112,944     57     0.20

Borrowed funds > 1 year

   122,214     1,011     3.32  119,736     1,242     4.21   120,104     913     3.08  122,214     1,011     3.32
                    

Total Interest-bearing Liabilities

   2,769,693     5,819     0.84  2,688,704     7,320     1.10   2,909,929     4,174     0.58  2,769,693     5,819     0.84

Noninterest-bearing liabilities:

                      

Demand deposits

   809,464        767,581         925,301        809,464      

Shareholders’ equity/other

   564,728        631,129         613,141        564,728      
                              

Total Liabilities and Shareholders’ Equity

  $4,143,885       $4,087,414        $4,448,371       $4,143,885      
                              

Net Interest Income(1)

    $34,450       $35,910    

Net Interest Income

    $34,841       $34,450    

Net Yield on Interest-earning Assets(1)

       3.69      3.92       3.49%       3.69% 
                              

(1) The yield on interest-earning assets and For the net interest marginpurpose of these computations, nonaccruing loans are presentedincluded in the daily average loan amounts outstanding.

(2) Tax-exempt income is on a fully taxable equivalent, or FTE and annualized basis. The FTE basis, adjustsincluding the dividend-received deduction for the tax benefit of income on certain tax-exempt loans and investmentsequity securities, using the statutory federal statutorycorporate income tax rate of 35 percent for each period presented. We believe this measure to be the preferred industry measurement of net2013 and 2012.

Net interest income and that it provides a relevant comparison between taxable and non-taxable amounts.

When comparingincreased $0.4 million, or 1 percent, to $34.8 million compared to $34.4 million in the first quarter of 2012, while net interest margin declined 20 basis points to 3.49 percent compared to 3.69 percent in the first quarter of 2011 on2012. The low interest rate environment continues to be a fully taxable-equivalent basis,challenge to our net interest income and net interest margin, as earning asset rates decreased faster than our ability to offset those decreases on the funding side.

Interest income decreased $1.3 million to $39.0 million for the first quarter of 2013 compared to $40.3 million in the first quarter of 2012. The decrease in interest income was primarily driven by $1.5 million and 23a 42 basis points, respectively. Thepoint decrease in average loan yields to 4.32 percent compared to 4.74 percent in the first quarter of 2012. Partially offsetting the decrease in interest income due to the decline in average loan yields was an increase in average loans of $222.6 million from the net interest margin isfirst quarter of 2012. Average loans increased as a result of the effect of our two acquisitions that occurred in 2012 and stronger loan replacement volume at lower ratesdemand in our commercial loan portfolio in both the fourth quarter of 2012 and an unfavorable shift in asset mix offset in part by a better funding mix within interest bearing deposits. The acquisition of Mainline had minimal impact on net interest income and margin during the first quarter sinceof 2013. Average securities/other increased $96.7 million compared to the acquisition occurred latesame period in the quarter.

Average loans decreased by $189.1 million and the fully taxable-equivalent yield decreased by 18 basis pointsprior year; however, due to loan paydowns. The proceeds from loan paydowns were reinvested resulting in the increase of $228.0 million of securities/other. Included in securities/other is cash held at the Federal Reserve, which has increased significantly over the past year causing the declining yield.yields interest income was essentially unchanged. Overall, the fully taxable-equivalent yield on total interest-earning assets decreased 4140 basis points to 4.31 percent.

Average interest-bearing deposits increased by $8.1 million due to an increase of $106.6 million in other interest bearing deposits, offset by a decrease of $98.5 million in certificates of deposit. The cost of deposits was 0.753.91 percent a decrease of 21 basis points due to lower rates paid on certificates of deposit. Average borrowings increased by $72.8 million however, the yield decreased by 128 basis points primarily due to the repricing of $25.0 million of subordinated debt in September of 2011. Overall, the yield on interest-bearing liabilities decreased 26 basis points to 0.84 percent.

Net interest income was negatively impacted by a $42.1 million decrease in average net free funds. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets. The largest driver of the decrease in net free funds was in shareholders’ equity, due to our redemption of $108.7 million in preferred stock from the Capital Purchase Program, or CPP in the fourthfirst quarter of 2011. Noninterest-bearing demand deposits increased2013 as a result ofcompared to 4.31 percent in the low interest rate environment, marketing efforts for new demand accounts, corporate cash management services and the unlimited FDIC deposit insurance protection provided by the Dodd-Frank Act.same period in 2012.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

Interest expense decreased $1.6 million to $4.2 million for the first quarter of 2013 compared to $5.8 million for the first quarter of 2012. The primary driver of the decrease in interest expense was the maturities of higher costing certificates of deposits, or CDs. Average CDs decreased by $89.5 million and NOW, money market and savings deposits increased by $220.4 million resulting in an average interest-bearing deposit increase of $130.8 million. The increase from $2.7 billion in interest-bearing deposits for the first quarter of 2013 as compared to $2.5 billion for the same period the prior year is mainly due to our two acquisitions that occurred in 2012. The cost of interest-bearing deposits was 0.49 percent, a decrease of 26 basis points from the first quarter of 2012 primarily due to the maturity of higher rate CDs and a shift to other lower costing interest-bearing deposits. Overall, the yield on interest-bearing liabilities decreased 26 basis points to 0.58 percent for the first quarter of 2013 as compared to 0.84 percent for the first quarter of 2012.

The following table sets forth for the periods indicated a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:

 

  

Three Months Ended March 31, 2012

Compared to March 31, 2011(2)

   

Three Months Ended March 31, 2013

Compared to March 31, 2012(2)

 
(in thousands)  Volume Rate Net   Volume Rate Net 
      

Interest earned on:

        

Loans(1)

  $(2,295 $(1,011 $(3,306  $2,629   $(3,920 $(1,291

Interest bearing deposits with banks

   (10  16    6  

Securities/other(1)

   1,720    (1,375  345     794    (763  31  
      

Total Interest-earning Assets

   (575  (2,386  (2,961   3,413    (4,667  (1,254
      

LIABILITIES AND SHAREHOLDERS’ EQUITY

        

NOW/money market/savings

   47    (2  45     97    (75  22  

Certificates of deposit

   (439  (917  (1,356   (327  (1,244  (1,571

Borrowed funds < 1 year

   25    16    41     6    (4  2  

Borrowed funds > 1 year

   25    (256  (231   (17  (81  (98
      

Total Interest-bearing Liabilities

   (342  (1,159  (1,501   (241  (1,404  (1,645
      

Net Interest Income(1)

  $(233 $(1,227 $(1,460

Net Change(1)

  $3,654   $(3,263 $391  
      

(1) Tax-exempt income is on a fully taxable equivalentFTE basis using the statutory federal corporate income tax rate of 35 percent for 20122013 and 2011.2012.

(2) The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Provision for Loan Losses

The provision for loan losses is the amount to be added to the allowance for loan losses, or ALL, after adjusting for charge-offs and recoveries to bring the ALL to a level considered appropriate to absorb probable losses inherent in the loan portfolio at March 31, 2012.2013. The provision for loan losses decreased $1.3$7.0 million to $9.3 million at the end of the first quarter of 2012 compared to $10.6 million at the end of the first quarter of 2011. While the provision declined from the same period last year, it was elevated this quarter, primarily due to an increase in loan charge-offs. The $10.6 million provision in the first quarter of 2011 was due to an increase in the general reserve resulting from the downgrade of several loans, all of which were downgraded in response to an updated evaluation of each credit based on the receipt of financial information.

Net charge-offs increased $9.9 million to $10.3$2.3 million compared to $0.4$9.3 million in the first quarter of 2011. Approximately $5.3 million of2012. The decrease in the provision is due to improving asset quality including decreases in loan charge-offs, relatednonperforming loans and substandard loans. Net loan charge-offs were down significantly to our construction portfolio as a result$2.9 million for the first quarter of 2013 compared to $10.3 million for the receiptfirst quarter of updated appraisals. The specific2012. Nonperforming loans, or NPLs, decreased 28 percent to $46.3 million at March 31, 2013 compared to $64.5 million at March 31, 2012. Specific reserves for impaired loans decreased by $2.6were $0.2 million compared to $6.0 million at March 31, 2012 compared to $8.62012. Substandard and special mention assets have decreased $42.0 million, ator 13 percent, from March 31, 2011.2012. The allowance for loans lossesALL was 1.491.36 percent of total loans at March 31, 20122013 compared to 1.871.49 percent at March 31, 2011.2012. Refer to “Allowance for Loan Losses” later in this MD&A for additional discussion.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

Noninterest Income

 

  Three Months Ended March 31   Three Months Ended March 31, 
(in thousands)  2012   2011   $ Change   2013   2012   $ Change 
                  

Securities gains, net

  $840    $13    $827    $2    $840    $(838

Gain on sale of merchant card servicing business

   3,093     —      3,093  

Wealth management fees

   2,576     2,419     157  

Debit and credit card fees

   2,667     2,645     22     2,451     2,667     (216

Wealth management fees

   2,419     2,050     369  

Service charges on deposit accounts

   2,408     2,285     123     2,448     2,408     40  

Insurance fees

   2,212     2,132     80     1,775     1,691     84  

Mortgage banking

   671     625     46     482     671     (189

Other

   1,852     1,276     576     1,979     2,373     (394
                  

Total Noninterest Income

  $13,069    $11,026    $2,043    $14,806    $13,069    $1,737  
                  

Noninterest income increased $2.0$1.7 million, or 13 percent, to $13.1$14.8 million infor the first quarter of 20122013 compared to the first quarter of 2011.2012. The primary driver of the increase was a gain on the sale of our merchant card servicing business which was offset by lower security gains and lower other noninterest income.

We sold our existing merchant card servicing business for a one-time payment of $4.8 million and as a result incurred a termination fee of $1.7 million from our current merchant processor resulting in a net gain of $3.1 million. In conjunction with the sale of the merchant card servicing business, we entered into a marketing and sales alliance agreement with the purchaser. This agreement is for an increaseinitial term of ten years and provides us with a share of future revenue and incentives to refer new customers. The decrease in securities gains of $0.8 million in net securities gains, with additional increaseswas the result of $0.4 million in wealth management fees and a $0.6 million increase in other noninterest income. The $0.8 million in securities gains relates to the sale of one equity position during the first quarter of 2012, while there were no significant sales in the first quarter of 2013. Debit and credit cards fees decreased $0.2 million due in part to a $0.1 million decrease in merchant interchange as a result of the sale of our merchant card servicing business. Mortgage banking income decreased $0.2 million due to a recent merger. Wealth management fees were strong fordecrease in the spread that we earn on selling these loans between the first quarter of 2012 with higher discount brokerage feesand the first quarter of $0.3 million. Further improving this line of our business is additional sales staff that have been added to focus on growing the business.2013. The largest increase in service charges on deposit accounts is a result of $0.2$0.4 million of new paper statement fees that were introduced in August, 2011. The $0.6 million increasedecrease in other noninterest income includes an increaseis primarily due to a change in our commercial loan swap activityvaluation of $0.4$0.2 million. Mortgage banking volume has declined over the past year; however, this area of our business continues to remain strong.

Noninterest Expense

 

  Three Months Ended March 31   Three Months Ended March 31, 
(in thousands)  2012   2011   $ Change   2013   2012   $ Change 
                  
      

Salaries and employee benefits(1)

  $16,472    $13,320    $3,152    $16,012    $14,809    $1,203  

Data processing

   3,240     1,504     1,736  

Professional services and legal

   1,900     1,588     312  

Net occupancy

   1,784     1,857     (73

Net occupancy(1)

   2,164     1,784     380  

Data processing(1)

   1,933     1,615     318  

Furniture and equipment

   1,238     1,177     61     1,308     1,238     70  

Joint venture amortization

   894     740     154  

Other taxes

   774     902     (128   999     774     225  

Professional services and legal(1)

   972     1,538     (566

Merger related expense

   810     3,914     (3,104

FDIC assessment

   776     608     168  

Marketing

   742     601     141     689     742     (53

FDIC assessment

   608     1,226     (618

Other noninterest expense(1)

   5,131     4,534     597     5,953     5,761     192  
                  

Total Noninterest Expense

  $32,783    $27,449    $5,334    $31,616    $32,783    $(1,167
                  

Noninterest expense increased $5.3 million in the first quarter of 2012 compared to the first quarter of 2011. The increase was primarily driven by $3.9 million in(1) Excludes one-time merger related expenses. The increase in salary and employee benefits included $1.7 million in one-time merger related expenses, including change in control and severance payments. Further increasing salaries and employee benefits was $0.4 million related to annual merit increases effective January 1 and an increase in pension expense of $0.4 million. Our pension expense has increased due to an increase in our pension liability as a result of a significant decrease of 100 basis points in our discount rate from the prior year. Data processing increased $1.7 million primarily related to $1.4 million in a data processing termination fee and other data conversion expenses related to the merger. The increase in professional services and legal expense is attributable to expenditures of $0.4 million related to the merger, including $0.1 million in legal and $0.3 million in professional services. The increase of $0.6 million in other noninterest expense primarily relates to two contributions totaling $0.4 million to Neighborhood Assistance Projects which qualify us for both a Pennsylvania tax credit and a federal charitable tax deduction. We continue to see the benefit of a lower FDIC assessment as a result of change in methodology by the FDIC that went into effect April 1, 2011.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

Noninterest expense decreased $1.2 million, or 3.6 percent, in the first quarter of 2013 compared to the first quarter of 2012 primarily due to a $3.1 million decrease in merger related expenses offset by an increase of $1.2 million in salary and employee benefit expenses. Additionally, we experienced higher expenses in several categories due to the full integration of our two acquisitions that occurred in 2012.

In the first quarter of 2013, we incurred $0.8 million of merger related expenses for the data processing systems conversion of Gateway Bank into S&T Bank, which was a significant decrease from the first quarter of 2012 when we incurred $3.9 million of merger related expenses related to our acquisition of Mainline. Salaries and employee benefits increased $1.2 million from the first quarter of 2012 due to additional employees, annual merit increases and higher commissions. Approximately $0.6 million of the increase related to the addition of new employees resulting from our two acquisitions in the prior year. Annual merit increases resulted in $0.2 million of additional salary expense. Payroll commissions and incentives increased $0.4 million related to increased loan production and strong performance in other business lines. Partially offsetting these increases is a decrease of $0.2 million of pension expense compared to the first quarter of 2012. The decrease in pension expense resulted from a change in actuarial assumptions. Occupancy and other taxes increased primarily due to our two acquisitions in 2012. Data processing increased $0.3 million related to the annual increase with our third party data processor and additional expense relating to the outsourcing of our customer statements. The increase of $0.2 million in other noninterest expense is primarily attributable to an increase of $0.5 million in the provision for unfunded loan commitments as construction commitments have increased, partially offset with a decrease of $0.4 million in OREO expense. We also experienced a decrease of $0.6 million in professional services and legal due to additional external accounting and consulting charges that were incurred in the first quarter of 2012.

Provision for Income Taxes

The provision for income taxes decreased $0.6increased $1.3 million to $0.9$2.2 million for the first quarter of 20122013 compared to $1.5$0.9 million for the same period in the prior year, primarily due to a decrease of $3.5$10.2 million increase in pre-tax income. The year-to-date 2012Our effective tax rate for the first quarter of 2013 decreased to 19.715.3 percent as compared to 22.619.7 percent for the first quarter of 2012. The decrease in 2011. The annualthe effective tax rate decreased because tax exempt income andwas primarily due to increased tax-exempt interest, higher tax credits remained relatively constant onand a declining pretax income.nonrecurring tax benefit in the first quarter of 2013.

Financial Condition

March 31, 20122013

Our totalTotal assets increased by $211.0 million in first quarter of 2012remained at $4.5 billion at March 31, 2013 compared to December 31, 2011. This2012. Loan production was strong this quarter resulting in an increase was a resultto total portfolio loans of the acquisition of Mainline, which added total assets of $236.2 million. Loan growth continues to be a challenge as borrowers remain cautious and uncertain about the current economy. Total gross loans increased $68.8$35.4 million, as a result of $129.3 million of acquired loans through the Mainline acquisition.or 1.1 percent. Our commercial loan portfolio continuesgrew by $39.2 million, or 1.6 percent, to experience decreases$2.5 billion while our consumer loan portfolio decreased by $3.8 million, or 0.4 percent, to $931.1 million. We purchased additional securities this quarter resulting in an increase of $17.2 million, or 3.8 percent. Our core deposit base remains stable with total deposits of $3.6 billion at both March 31, 2013 and December 31, 2012. The $29.0 million increase in CDs was impacted by the purchase of $51.0 million of Certificate of Deposit Account Registry Services, or CDARS, One-Way Buy, or OWB, deposits during the first quarter of 2013. Other interest bearing deposits and noninterest bearing deposits decreased by $18.9 million and $9.9 million, respectively. Total shareholders’ equity increased by approximately $7.2 million compared to December 31, 2012, primarily due to soft demand, loan pay downs and planned run-off of certain loans to reduce our risk. Our deposits remain strong increasing $186.5 million from December 31, 2011, primarily due tonet income exceeding dividends for the acquisition of Mainline, which added $206.0 million to our deposit base.period.

Securities Activity

 

(in thousands)  March 31, 2012   December 31, 2011   $ Change   March 31, 2013   December 31, 2012   $ Change 
         

Obligations of U.S. government corporations and agencies

  $160,444    $142,786    $17,658    $230,763    $212,066    $18,697  

Collateralized mortgage obligations of U.S. government corporations and agencies

   59,488     65,395     (5,907   51,986     57,896     (5,910

Mortgage-backed securities of U.S. government corporations and agencies

   45,983     48,752     (2,769

Residential mortgage-backed securities of U.S. government corporations and agencies

   47,555     50,623     (3,068

Commercial mortgage-backed securities of U.S. government corporations and agencies

   21,648     10,158     11,490  

Obligations of states and political subdivisions

   86,628     88,805     (2,177   108,511     112,767     (4,256
                  

Debt Securities Available-for-Sale

   352,543     345,738     6,805     460,463     443,510     16,953  

Marketable equity securities

   11,513     11,858     (345   8,955     8,756     199  
                  

Total Securities Available-for-Sale

  $364,056    $357,596    $6,460    $469,418    $452,266    $17,152  
                  

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

We invest in various securities in order to provide a source of liquidity, to satisfy various pledging requirements, increase net interest income and as a tool of the ALCO to reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us. Risks associated with various securities portfolios are managed and monitored by investment policies approved annually by our Board of Directors and administered through ALCO and our treasury function. The securities portfolio was relatively unchangedincreased $17.2 million, or 3.8 percent, from December 31, 2011 despite2012. The increase is due to the additionredeployment of the former Mainline securities portfolio of $73.4 million, as most of the acquired securities were sold immediately following the acquisition.cash into higher yielding assets.

On a quarterly basis, management evaluates the securities portfolios for other than temporary impairment, or OTTI, in accordance with the applicable accounting guidance for investments reported at fair value. There were no significant impairment charges in the first quarter of 2012.

S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

2013.

Loan Composition

 

  March 31, 2012 December 31, 2011   March 31, 2013 December 31, 2012 
(in thousands)  Amount % of Loans Amount % of Loans 

Consumer

     

Home equity

  $441,648    13.8 $411,404    13.1

Residential mortgage

   382,884    12.0  358,846    11.5

Installment and other consumer

   82,223    2.5  67,131    2.1

Construction

   2,211    0.1  2,440    0.1
   

Total Consumer Loans

   908,966    28.4  839,821    26.8
(dollars in thousands)  Amount   % of Loans Amount   % of Loans 
            

Commercial

            

Commercial real estate

   1,416,663    44.3  1,415,333    45.2  $1,479,796     43.8 $1,452,133     43.4

Commercial and industrial

   703,112    22.0  685,753    21.9   806,205     23.8  791,396     23.7

Construction

   169,039    5.3  188,852    6.1   164,874     4.9  168,143     5.0
            

Total Commercial Loans

   2,288,814    71.6  2,289,938    73.2   2,450,875     72.5  2,411,672     72.1
            

Consumer

       

Residential mortgage

   442,705     13.1  427,303     12.7

Home equity

   416,524     12.3  431,335     12.9

Installment and other consumer

   68,773     2.0  73,875     2.2

Construction

   3,105     0.1  2,437     0.1
         

Total Consumer Loans

   931,107     27.5  934,950     27.9
         

Total Portfolio Loan

   3,197,780    100.0  3,129,759    100.0   3,381,982     100.0  3,346,622     100.0
            

Allowance for loan losses

   (47,827   (48,841 
   

Total Portfolio Loans, net

   3,149,953     3,080,918   

Loans Held for Sale

   3,663     2,850      2,580      22,499    
            

Total Loans

  $3,153,616    $3,083,768     $3,384,562     $3,369,121    
            

The loan portfolio represents the most significant source of interest income for us. The risk that borrowers will be unable to pay such obligations is inherent in the loan portfolio. Other conditions such as the overall economic climate can significantly impact a borrower’s ability to pay. In orderTotal portfolio loans increased $35.4 million, or 1.1 percent, to mitigate such risk, our loan underwriting standards are established by a formal policy and are subject to periodic review and approval by our Board of Directors.

Loans increased by $69.8 million between December 31, 2011 and$3.4 billion at March 31, 2012,2013 primarily due to the addition of $129.3 millionorganic loan growth in our CRE, C&I and residential loan portfolios. The increase in loans fromcan be attributed to the Mainline acquisition, offsetexecution of our strategic initiative to grow our loan portfolio by loan pay downs. We experienced loan pay downs in both the consumeradding seasoned lenders to our staff and commercial loan portfolios this quarter, including several large payoffs in commercial and industrial, or C&I, as well as in commercial real estate, or CRE portfolios. Given the current economic environment, loan growth is expected to remain a challenge throughout the remainder of 2012; however, we saw improvement in the loan pipeline in late 2011 and duringexpanding our footprint into Northeast Ohio. During the first quarter of 2013, we added three lenders to our staff and we continue to actively recruit seasoned lenders. Additionally, the loan production office that we established in Northeast Ohio in the third quarter of 2012 is performing ahead of our expectations and we are in process of recruiting additional lenders in that market.

Total commercial loans have increased $39.2 million, or 1.6 percent, from December 31, 2012. CRE increased $27.7 million, or 1.9 percent, due to new loan originations and the transfers of construction loans. C&I loans increased $14.8 million, or 1.9 percent, due to new loan originations and increased utilization of lines of credit. Construction loans decreased $3.3 million as loan payoffs and transfers to CRE outpaced new loan originations.

Although commercial loans, including CRE, C&I and construction, can have a relatively higher risk profile, management believes these risks are mitigated through active portfolio management, underwriting and continuous review. The loan-to-value policy guidelines for real estate secured commercialCRE loans are generally 65-85 percent.

Residential mortgages increased $15.4 million, or 3.6 percent, due to loan originations outpacing paydowns. In addition, we are retaining 10, 15 and 20 year residential real estate loans in our portfolio rather than selling these loans in the secondary market. Prior to the fourth quarter of 2012, we were selling 20 and 30 year mortgages. Home equity has decreased $14.8 million, or 3.4 percent, as payoffs have outpaced new loan originations.

Loans held for sale decreased $19.9 million due to a participation loan that was in process at December 31, 2012.

Residential mortgage lending continues to be a strategic focus through a centralized mortgage origination department, ongoing product redesign, secondary market activities and the utilization of commission compensated originators. Management believes that continued adherence to our conservative mortgage lending policies for portfolio loans will be as important in a gradually growing economy as it was during the downturn in recent years. The loan-to-value policy guideline is 80 percent for residential first lien mortgages. HigherWe may approve higher loan-to-value loans may be approvedbut generally with the appropriate private mortgage insurance coverage. Second lien positions aremay be assumed with home equity loans, but normally only to the extent that the combined credit exposure for both the first and second liens does not exceed 100 percent of the estimated fair value of the property.

Management believes the downturn we experienced in the local residential real estate market and the impact of declining values on the real estate loan portfolio will be mitigated because of our conservative mortgage lending policies for portfolio Portfolio loans which require a maximum term of 20 years for fixed rate mortgages. Balloontraditional mortgages are also offered in the portfolio. The maximum balloon term isand 15 years with a maximum amortization term of 30 years.years for balloon payment mortgages. Balloon mortgages with terms of 10 years or less may have a maximum amortization term for up to 40 years. Combo mortgage loans consistconsisting of a residential first mortgage and a home equity second mortgage are also available to creditworthy borrowers. We also originate and price loans for sale into the secondary market, primarily to Fannie Mae.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

We designate specific loan originations, generally longer-term, lower-yielding 1-4 family mortgages, as held for sale and sell themgenerally those with over 20 year terms, to Federal National Mortgage Association, or FNMA.sell. The rationale for these sales is to mitigate interest-rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio, generate fee revenue from sales and servicing and maintain the primary customer relationship. During the fourth quarter of 2012, we began to retain within the loan portfolio 20 year mortgages that had been priced and underwritten using secondary market terms and guidelines. During the second quarter of 2011, we began to retain within the loan portfolio 10 and 15 year mortgages that had been priced and underwritten for sale in the secondary market.our portfolio. During the three months ended March 31, 20122013 and 2011,2012, we sold $18.0$17.5 million and $26.4$18.0 million, respectively, of 1-4 family mortgages and currently service $329.5$326.1 million of secondary market mortgage loans to FNMAFannie Mae at March 31, 2012.2013. We intend to continue to sell longer-term30 year loans to FNMAFannie Mae in the future, especially during periods of lower interest rates.

S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Allowance for Loan Losses

We maintain an ALL at a level determined to be adequate to absorb estimated probable credit losses inherent within the loan portfolio as of the balance sheet date. Determination of an adequate ALL is subjective, as it requires estimations of the occurrence of future events, as well as the timing of such events, and it may be subject to significant changes from period to period. We continuously monitor our ALL methodology to ensure that it is responsive to the current economic environment. The ALL methodology for groups of homogeneous loans, known as the general reserve, is comprised of both a quantitative and qualitative analysis. Due to the economic environment over the past two years, we used a relatively shorter time horizon of four quarters to calculate our historic loss rates for all loan portfolios. Given that the credit quality has been improving in recent periods, the historic loss rates in certain portfolios have been decreasing to rates below what we believe is reflective of the inherent losses within these portfolios. As such, during the first quarter of 2013 we have lengthened the historic loss calculation for our CRE & C&I portfolios to consider eight quarters. After consideration of the loss calculations, management applies additional qualitative adjustments so that the ALL is reflective of the inherent losses that exist in the loan portfolio at the balance sheet date. The evaluation of the various components of the ALL requires considerable judgment in order to estimate inherent loss exposures.

The methodology for determining the ALL has two main components: evaluation and impairment tests of individual loans and evaluation of certain groups of homogeneous loans with similar risk characteristics.

An inherent risk to the loan portfolio as a whole is the condition of the local economy. In addition, each loan segment carries with it risks specific to the segment. The following is a discussion of the key risks by portfolio segment that management assesses in preparing the ALL.

CRE loans are secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes such as hotels, strip malls and apartments. Individual project cash flows, as well as global cash flows, are generally the sources of repayment for these loans. Besides cash flow risks, CRE loans have collateral risk and risks based upon the business prospects of the lessee, if the project is not owner occupied.

C&I loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt. Cash flow from the operations of the company is the primary source of repayment for these loans and the cash flow depends not only on the economy as a whole, but also on the health of the company’s industry.

Commercial construction loans are made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk is generally confined to the construction and absorption periods, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. There are also various risks depending on the type of project and the experience and resources of the developer.

Consumer real estate loans are secured by 1-4 family residences, including purchase money mortgages, first and second lien home equity loans and home equity lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The unemployment rate, as well as the state of the local housing market, havehad a significant impact on the risk determination since low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Other consumer loans are made to individuals and may be secured by assets other than 1-4 family residences, or may be unsecured. This class of loans includes auto loans, unsecured lines and credit cards. The primary source of repayment for these loans is the income and assets of the borrower so the local unemployment rate is an important indicator of risk. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

Significant to our ALL is a higher mix of commercial loans. At March 31, 2012,2013, approximately 9287 percent of the ALL is related to the commercial loan portfolio, while commercial loans comprise 7273 percent of our loan portfolio. Commercial loans have been more impacted by the economic slowdown in our markets. The ability of customers to repay commercial loans is more dependent upon the success of their business, continuing income and general economic conditions. Accordingly, the risk of loss is higher on such loans compared to consumer loans, which have incurred lower losses in our market.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

The following tables summarize the ALL and recorded investments in loans by category as of the dates presented:

 

  March 31, 2012   March 31, 2013 
  Allowance for Loan Losses   Portfolio Loans   Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                                    

Commercial real estate

  $887    $23,410    $24,297    $49,485    $1,367,178    $1,416,663    $171    $24,271    $24,442    $35,224    $1,444,572    $1,479,796  

Commercial and industrial

   1,085     10,779     11,864     12,559     690,553     703,112     —      8,676     8,676     12,131     794,074     806,205  

Commercial construction

   4,075     3,609     7,684     24,283     144,756     169,039     —      6,603     6,603     16,939     147,935     164,874  

Consumer real estate

   —       3,162     3,162     6,700     820,043     826,743     —      5,259     5,259     9,399     852,935     862,334  

Other consumer

   —       820     820     —       82,223     82,223     —      956     956     96     68,677     68,773  
                                    

Total

  $6,047    $41,780    $47,827    $93,027    $3,104,753    $3,197,780    $171    $45,765    $45,936    $73,789    $3,308,193    $3,381,982  
                                    
  December 31, 2012 
  Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                  

Commercial real estate

  $1,226    $24,020    $25,246    $39,994    $1,412,139    $1,452,133  

Commercial and industrial

   1,002     6,757     7,759     13,283     778,113     791,396  

Commercial construction

   3     7,497     7,500     18,512     149,631     168,143  

Consumer real estate

   —      5,058     5,058     10,827     850,248     861,075  

Other consumer

   —      921     921     25     73,850     73,875  
                  

Total

  $2,231    $44,253    $46,484    $82,641    $3,263,981    $3,346,622  
                  

 

   December 31, 2011 
   Allowance for Loan Losses   Portfolio Loans 
(in thousands)  Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total   Individually
Evaluated for
Impairment
   Collectively
Evaluated for
Impairment
   Total 
                               

Commercial real estate

  $3,487    $26,317    $29,804    $50,107    $1,365,226    $1,415,333  

Commercial and industrial

   1,116     10,158     11,274     11,991     673,762     685,753  

Commercial construction

   942     2,761     3,703     25,999     162,853     188,852  

Consumer real estate

   —       3,166     3,166     5,939     766,751     772,690  

Other consumer

   —       894     894     —       67,131     67,131  
                               

Total

  $5,545    $43,296    $48,841    $94,036    $3,035,723    $3,129,759  
                               
   March 31, 2013  December 31, 2012 
          

Ratio of net charge-offs to average loans outstanding

   0.34%*   0.78

Allowance for loan losses as a percentage of total loans

   1.36  1.38

Allowance for loan losses to nonperforming loans

   99  85
          

* Annualized

The balance in the ALL decreased $0.6 million to $47.8$45.9 million, or 1.491.36 percent, of total loans at March 31, 20122013 as compared to $48.8$46.5 million, or 1.561.38 percent, of total loans at December 31, 2011.2012. The provisionslight decline in the ALL was due to a decrease in specific reserves for loan losses was $9.3loans individually evaluated for impairment of $2.1 million andoffset by an increase in the reserve for loans collectively evaluated for impairment of $1.5 million. Specific reserves declined during the period as we had netcharged off $2.0 million of the specific reserves that existed at December 31, 2012. There were no new impaired loans during the first quarter requiring a specific reserve. The general reserve increased $1.5 million primarily due to an increase in the C&I reserve of $1.9 million due to higher calculated historic loss rates. The commercial construction reserve decreased $0.9 million primarily due to a decrease in volume of special mention construction loans.

Overall asset quality continued to improve with decreases in loan charge-offs, of $10.3 millionNPLs and special mention and substandard loans from December 31, 2012. Net loan charge-offs for the first quarter of 2012. During the first quarter, we experienced stress in our commercial construction loan portfolio with2013 were $2.9 million compared to net loan charge-offs of $5.2 million. Updated appraisals on these projects resulted in significant reductions$4.0 million in the valuefourth quarter of the properties2012. Substandard and the subsequent charge-offs. The inherent risk in the commercial construction portfolio increased in the first quarter, resulting in a higher level of reserves. Also in the first quarter, the inherent risk in the commercial real estate portfolio decreased as loans evaluated individually were charged-off and there was a reduction in the special mention risk category.loans also decreased $48.0 million, or 14 percent, to $289.3 million from $337.1 million at December 31, 2012.

We determine loans to be impaired when based upon current information and events it is probable that we will be unable to collect all principal and interest payments due according to the original contractual terms of the loan agreement.

Troubled debt restructurings, or TDRs, whether on accrual or nonaccrual status, are also classified as impaired loans. TDRs are loans where we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that we would not otherwise consider. Modifications to loans classified as TDRsThese modified terms generally include reductions in contractual interest rates, principal deferment and extensions of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar risk characteristics.characteristics, reductions in contractual interest rates, principal forgiveness and principal deferment. Generally these concessions are for a period of at least six months. While unusual, there may be instances of loan principal forgiveness.Additionally, we classify loans where the debt obligation has been discharged through a Chapter 7 Bankruptcy and not reaffirmed by the borrower as TDRs.

TDRs can be returned to accruing status if the following criteria are met: 1) the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and 2) there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring. All TDRs are considered to be impaired loans and will be reported as impaired loans for their remaining lives, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and we fully expected that the remaining principal and interest will be collected according to the restructured agreement. All impaired loans are reported as nonaccrual loans unless the loan is a TDR that has met the requirements noted above to be returned to accruing status.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

As an example consider a substandard commercial real estateconstruction loan that is currently 3090 days past due. Thedue where the loan is restructured to reduceextend the maturity date for a period longer than would be considered an insignificant period of time. The post-modification interest rate is not increased to correspond with the current credit risk of the loan, butborrower, and all other terms remain in placethe same according to the original loan agreement. The interest rate reduction results in a below market interest rate. This loan will be considered a TDR as the borrower is experiencing financial difficulty and a concession has been granted. At the time of the modification, theThe loan will be placed onreported as nonaccrual status and reported as an impaired loan and a TDR. In addition, the loan willcould be charged down to the fair value of the collateral if the loan is collateral dependent.a confirmed loss exists. If the loan subsequently performs, by means of making on-time principal and interest payments according to the newly restructured terms for a period of six months, and it is expected that all remaining principal and interest will be collected according to the terms of the restructured agreement, the loan will be returned to accrual status and reported as an accruing TDR. The loan will remain an impaired loan for the remaining life of the loan since the interest rate was reducednot adjusted to be equal to or greater than the rate that would be accepted at the time of the restructuring for a below market rate.new loan with the comparable risk of a longer term.

As of March 31, 2012,2013, we had $64.2$56.2 million in total TDRs, of which $41.2including $41.4 million that were accruing and $23.0$14.8 were in nonaccrual status.on nonaccrual. During the first quarter of 20122013 we acquired $1.7had $3.0 million of new TDRs which were primarily a result of a bankruptcy filings resulting in TDRs fromdischarged debt or the acquisitionrestructuring of Mainline of which $1.5 million were nonperforming. There were no other additions to TDRs inpayment terms. During the first quarter of 2012. Further, during the first quarter of 2012, no TDRs2013, we had one TDR for $0.2 million that met the above requirements for being placed back into accrual status.

Consumer unsecured loans and secured loans that are not real estate secured are evaluated for charge-off after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell. Consumer loans secured by real estate are evaluated for charge-off after the loan balance becomes 90 days past due and are charged down to the estimated fair value of the collateral less cost to sell.

The charge-off policy for commercial loans requires that loans and other obligations that are not collectible be promptly charged-off in the month the loss becomes probable, regardless of the delinquency status of the loan. We may elect to recognize a partial charge-off when management has determined that the value of collateral is less than the remaining investment in the loan. A loan or obligation does not need to be charged-off, regardless of delinquency status, if (i) management has determined there exists sufficient collateral to protect the remaining loan balance and (ii) there exists a strategy to liquidate the collateral. Management may also consider a number of other factors to determine when a charge-off is appropriate. These factors may include, but are not limited to:

 

The status of a bankruptcy proceeding

The value of collateral and probability of successful liquidationliquidation; and/or

The status of adverse proceedings or litigation that may result in collection

Consumer unsecured loans and secured loans that are not real estate secured are evaluated for charge-off after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell. Consumer loans secured by real estate are evaluated for charge-off after the loan balance becomes 90 days past due and are charged down to the estimated fair value of the collateral less cost to sell.

   March 31, 2012  December 31, 2011 
          

Ratio of net charge-offs to average loans outstanding(annualized)

   1.32  0.56

Allowance for loan losses to total loans

   1.49  1.56

Allowance for loan losses to nonperforming loans

   74  87
          

Our allowance for lending-related commitments is computed using a methodology similar to that used to determine the ALL. Amounts are added to the allowance for lending-related commitments by a charge to current earnings through noninterest expense. The balance in the allowance for lending-related commitments decreasedincreased to $1.4$3.7 million at March 31, 20122013 as compared to $2.9$3.0 million at MarchDecember 31, 20112012 due to a decreasethe increase in the volume of commitments. The decrease relates to a reduction in commitments due to maturities and higher utilization of commitments. The allowance for lending-related commitments is included in other liabilities in the Consolidated Balance Sheets.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

Nonperforming assets consist of nonaccrual loans, nonaccrual TDRs and OREO. The following table representssummarizes nonperforming assets for the periods presented:

 

(in thousands)  March 31, 2012 December 31, 2011 $ Change   March 31, 2013 December 31, 2012 $ Change 
      

Nonaccrual Loans

        

Commercial real estate

  $21,483   $20,777   $706    $18,891   $20,972   $(2,081

Commercial and industrial

   7,144    7,570    (426   4,078    5,496    (1,418

Commercial construction

   6,334    3,604    2,730     525    1,454    (929

Residential mortgage

   4,160    4,526    (366

Home equity

   3,483    2,936    547     3,621    3,312    309  

Residential mortgage

   2,888    2,859    29  

Installment and other consumer

   27    4    23     21    40    (19

Consumer construction

   181    181    —       218    218    —   
      

Total Nonaccrual Loans

   41,540    37,931    3,609     31,514    36,018    (4,504
   

Nonaccrual Troubled Debt Restructurings

        

Commercial real estate

   11,333    10,871    462     6,945    9,584    (2,639

Commercial and industrial

   1,125    —      1,125     1,302    939    363  

Commercial construction

   5,126    2,943    2,183     4,645    5,324    (679

Residential mortgage

   1,483    2,752    (1,269

Home equity

   7    —      7     401    341    60  

Residential mortgage

   5,372    4,370    1,002  
      

Total Nonaccrual Troubled Debt Restructurings

   22,963    18,184    4,779     14,776    18,940    (4,164
      

Total Nonperforming Loans

   64,503    56,115    8,388     46,290    54,958    (8,668
   

OREO

   3,371    3,967    (596   627    911    (284
      

Total Nonperforming Assets

  $67,874   $60,082   $7,792    $46,917   $55,869   $(8,952
      

Asset Quality Ratios:

        

Nonperforming loans as a percent of total loans

   2.01  1.79    1.37  1.63 

Nonperforming assets as a percent of total loans plus OREO

   2.12  1.92    1.39  1.66 

Our policy is to place loans in all categories on nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due. There were no loans 90 days or more past due and still accruing at March 31, 20122013 or December 31, 2011.2012.

NPAs decreased to $46.9 million compared to $55.9 million in the prior quarter. The significant decline is related to $6.3 million in NPL payoffs and $4.1 million in loan charge-offs. New NPL formation decreased to $2.3 million during the first quarter which was down from almost $6.0 million in the fourth quarter of 2012.

Deposits

 

(in thousands)  March 31, 2012   December 31, 2011   $ Change   March 31, 2013   December 31, 2012   $ Change 
                  

Noninterest-bearing demand

  $860,108    $818,686    $41,422    $951,050    $960,980    $(9,930

Interest-bearing demand

   306,400     283,611     22,789     304,667     316,760     (12,093

Money market

   291,245     278,092     13,153     326,489     361,233     (34,744

Savings

   882,675     802,942     79,733     993,472     965,571     27,901  

Certificates of deposit

   1,181,927     1,152,528     29,399     1,062,886     1,033,884     29,002  
                  

Total Deposits

  $3,522,355    $3,335,859    $186,496    $3,638,564    $3,638,428    $136  
                  

        

Deposits are a primary source of funds for us. We believe that our deposit base is stable and that we have the ability to attract new deposits, mitigating a funding dependency on other more volatile sources. Total deposits at the end of the first quarter of 2012 were up $186.5 million, due primarily to the addition of Mainline’s $35.5 million in non-interest bearing deposits and $170.5 million in interest-bearing deposits. During 2011, noninterest-bearing demand deposit accounts increased $52.9 million primarily related to the low interest rate environment, our marketing efforts for new demand accounts and corporate cash management services. The low interest rate environment had an impact on our overall deposit mix as customer certificate of deposit maturities shifted to savings and money market products, and this trend continues into 2012. Certificates of deposit of $100,000 and over were 11 percent of total deposits at both March 31, 2012 and at December 31, 2011, and primarily represent deposit relationships with local customers in our market area.

S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

We participate in the Certificate of Deposit Account Registry Services, or CDARS, reciprocal and One-Way Buy, or OWB programs. The reciprocal program allows our customers to receive expanded Federal Deposit Insurance Corporation, or FDIC, coverage by placing multiple certificates of deposit at other CDARS member banks. We maintain deposits by accepting certificates of deposits from customers of CDARS member banks in the exact amount as our customers placed. Reciprocal deposits provide a stable and cost-effective source of funds with rates generally lower than traditional brokered deposits. Although reciprocal deposits are considered “brokered” under existing law, they tend to act more like core deposits, since we retain valuable customer relationships. We had $13.9$11.1 million and $15.0$9.8 million in CDARS reciprocal deposits at March 31, 20122013 and December 31, 2011,2012, respectively. We can also access the CDARS network to accept brokered certificates of deposit that are a part of the One-Way BuyOWB program, which allows us to obtain large blocks of wholesale funding, while maintaining control over pricing.funding. Through the One-Way BuyOWB program, funding is effectively purchased from insured depository institutions that are members of the CDARS deposit placement service. As of March 31, 20122013 and December 31, 2011,2012, we had $21.1$51.0 million and $55.8$1.9 million respectively in the CDARS One-Way BuyOWB program.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The issuance of brokered retail certificates of deposit and participation in the CDARS program is an ALCO strategy to increase and diversify funding sources.

Total deposits as of March 31, 2013 remained relatively unchanged from December 31, 2012. The low interest rate environment had an impact on our overall deposit mix as CD maturities shifted into our savings products. Offsetting this shift was $51.0 million of CDARS OWB deposits at March 31, 2013. Money market deposits decreased as our Wealth Management division shifted assets under management into higher earning investments for their clients. CDs of $100,000 and over were 11 percent and 10 percent of total deposits at March 31, 2013 and at December 31, 2012 respectively and primarily represent deposit relationships with local customers in our market area.

Borrowings

 

(in thousands)  March 31, 2012   December 31, 2011   $ Change   March 31, 2013   December 31, 2012   $ Change 
                  

Securities sold under repurchase agreements, retail

  $40,638    $30,370    $10,268    $64,358    $62,582    $1,776  

Short-term borrowings

   75,000     75,000     —       50,000     75,000     (25,000

Long-term borrowings

   31,426     31,874     (448   23,535     34,101     (10,566

Junior subordinated debt securities

   90,619     90,619     —       90,619     90,619     —   
                  

Total Borrowings

  $237,683    $227,863    $9,820    $228,512    $262,302    $(33,790
                  

Borrowings are an additional source of funding for S&T. Following redemption on December 7, 2011 of our preferred stock issued in connection with our participation in the CPP, we increased borrowings as part of our funding strategy.us. Borrowings remain relatively unchangeddecreased $33.8 million from December 31, 2011.2012. During the first quarter, we paid down short-term maturing borrowings of $25.0 million with the Federal Home Loan Bank which were replaced with deposits through the CDARS program. We had $10 million of long-term borrowings mature during the first quarter at an average interest rate of 3.49 percent.

Liquidity and Capital Resources

Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or of borrowers needing to access funds to meet their credit needs. Liquidity risk management involves monitoring and maintaining sufficient levels of a diverse set of funding sources that are available for normal operations and for unanticipated stress events. In order to manage liquidity risk our Board of Directors has delegated authority to the ALCO for formulation, implementation and oversight of liquidity risk management. ALCO’s goal is to maintain adequate levels of liquidity to meet our funding needs in both a normal operating environment and for potential liquidity stress events.

Our primary funding and liquidity source is a stable deposit base. We believe that the bank has the ability to retain existing and attract new deposits, mitigating a funding dependency on other more volatile sources. Although deposits are the primary source of funds, we have identified various funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. These funding sources include a cushion of highly liquid assets, borrowing availability at the FHLB, Federal Funds lines with other financial institutions and access to the brokered certificates of deposit market including CDARs.CDARs OWB deposits.

Since the beginning of the financial industry crisis in 2008, monitoring and maintaining appropriate liquidity levels has become a focus of regulators, bankers and investors. ALCO has enhanced the measurement, monitoring and reporting systems for liquidity risk management for potential liquidity stress events. Specific focus has been on maintaining an adequate level of asset liquidity, performing short-term and long-term stress tests and developing a more detailed contingency funding plan. We also work to ensure access to various wholesale funding sources is available, even in a stress event.

ALCO uses a variety of ratios and reports to monitor our liquidity position. ALCO monitors an asset liquidity ratio, which is defined as the sum of interest-bearing deposits with banks, unpledged securities and loans held for sale to total assets. In addition to the asset liquidity ratio, ALCO reviews cash flow projections, a liquidity coverage ratio and various balance sheet liquidity ratios. ALCO policy guidelines are in place for each ratio that defines graduated risk tolerance levels. If a ratio moves to high risk, specific actions are defined, such as increased monitoring or the development of an action plan to reduce the risk position.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

 

The following summarizes risk-based capital amounts and ratios for S&T Bancorp, Inc. and S&T Bank:

 

(in thousands)  Adequately
Capitalized 
(1)
   Well-
Capitalized 
(2)
   March 31, 2012   December 31, 2011 
  Amount   Ratio   Amount   Ratio 
(dollars in thousands)  Adequately
Capitalized 
(1)
  Well-
Capitalized 
(2)
  March 31, 2013 December 31, 2012 
 Amount   Ratio Amount   Ratio 
                           

S&T Bancorp, Inc.

                     

Tier 1 leverage

           4.00%     5.00%    $363,883     9.20%    $356,484     9.17%     4.00  5.00 $400,601     9.42 $392,506     9.31

Tier 1 capital to risk-weighted assets

   4.00%     6.00%     363,883     11.62%     356,484     11.63%     4.00  6.00  400,601     12.20  392,506     11.98

Total capital to risk-weighted assets

   8.00%     10.00%     473,937     15.14%     465,702     15.20%     8.00  10.00  512,386     15.60  504,041     15.39

S&T Bank

                     

Tier 1 leverage

   4.00%     5.00%    $332,454     8.45%    $321,352     8.30%     4.00  5.00 $366,039     8.64 $343,331     8.45

Tier 1 capital to risk-weighted assets

   4.00%     6.00%     332,454     10.68%     321,352     10.55%     4.00  6.00  366,039     11.21  343,331     10.88

Total capital to risk-weighted assets

   8.00%     10.00%     441,589     14.19%     429,837     14.11%     8.00  10.00  476,986     14.61  452,906     14.35
                           

(1) For an institution to qualify as “adequately capitalized” under regulatory guidelines, total risk-based capital, Tier I risk-based capital and Tier I capital to average asset ratios must be at least 8 percent, 4 percent and 4 percent respectively. At March 31, 2012, S&T2013, we exceeded those requirements.

(2) For an institution to qualify as “well capitalized” under regulatory guidelines, total risk-based capital, Tier I risk-based capital and Tier I capital to average asset ratios must be at least 10 percent, 6 percent and 5 percent respectively. At March 31, 2012, S&T2013, we exceeded those requirements.

In August 2009,October 2012, we filed a shelf registration statement on Form S-3 under the Securities Act of 1933 as amended, with the SEC for the issuance of up to $300 million of a variety of securities including, debt and capital securities, preferred and common stock and warrants. We may use the proceeds from the sale of its securities for general corporate purposes, which could include investments at the holding company level, investing in, or extending credit to its subsidiaries, possible acquisitions and stock repurchases. As of March 31, 2012,2013, we had not issued any securities pursuant to the shelf registration statement.

S&T BANCORP, INC. AND SUBSIDIARIES

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is defined as the degree to which changes in interest rates, foreign exchange rates, commodity prices or equity prices can adversely affect a financial institution'sinstitution’s earnings or capital. For most financial institutions, including S&T, market risk primarily reflects exposures to changes in interest rates. Interest rate fluctuations affect earnings by changing net interest income and other interest-sensitive income and expense levels. Interest rate changes affect capital by changing the net present value of a bank'sbank’s future cash flows, and the cash flows themselves, as rates change. Accepting this risk is a normal part of banking and can be an important source of profitability and shareholder value. However, excessive interest rate risk can threaten banks'banks’ earnings, capital, liquidity and solvency. Our sensitivity to changes in interest rate movements are continually monitored by our Asset and Liability Committee, or ALCO. ALCO monitors and manages market risk through rate shock analyses, economic value of equity, or EVE, analysis and simulations in order to avoid unacceptable earnings and market value fluctuations due to changes in interest rates.

Rate shock analyses results are performed oncompared to a static balance sheetbase case to provide an estimate of the effectimpact that specific interestmarket rate changes wouldmay have on 12 months of pretax net interest income. The base case and rate shock analyses are performed on a static balance sheet. A static balance sheet is a no growth balance sheet in which all maturing and/or repricing cash flows are reinvested in the same product at the existing product spread. Rate shock analyses also assume an immediate parallel shift in market interest rates. Assumptions are currently modified in the decreasing rate shock analyses due to the very low level of interest rates. Rate shock analyses also incorporate management assumptions regarding the level of interest rate changes on non-maturity deposit products (noninterest-bearing demand, interest-bearing demand, money market and savings) and changes in the prepayment behavior of fixed rate loans and securities with optionality. OurS&T policy guidelines limit the change in pretax net interest income over a 12 month horizon using rate shocks up toof +/- 300 basis points. Policy guidelines define the percent change in pretax net interest income by graduated risk tolerance levels of minimal, moderate and high. The table below reflects the rate shock results, which are in the minimal risk tolerance level.

In order to monitor interest rate risk beyond the 12 month time horizon of rate shocks, we also perform EVE analysis. EVE represents the present value of all asset cash flows minus the present value of all liability cash flows. As with rate shock analysis, EVE incorporates management assumptions regarding prepayment behavior of fixed rate loans and securities with optionality and core deposit behavior and value. OurS&T policy guidelines limit the change in EVE given changes in rates of up to +/- 300 basis points. Policy guidelines define the percent change in EVE by graduated risk tolerance levels of minimal, moderate and high.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK – continued

The table below also reflects the rate shock analyses and EVE results, whichresults. Both are in the minimal risk tolerance level.

 

  March 31, 2012 December 31, 2011   March 31, 2013 December 31, 2012 
Change in Interest Rates (in basis points)  % Change in Pretax
Net Interest Income
 % Change in
Economic Value of Equity
 % Change in Pretax
Net Interest Income
 % Change in
Economic Value of
Equity
 

Change in Interest Rate (basis

points)

  

% Change in Pretax

Net Interest Income

 

% Change in

Economic Value of Equity

 

% Change in Pretax

Net Interest Income

 

% Change in

Economic Value of

Equity

 
      

+300

   13.7    24.6    11.3    20.9     9.6    20.0    8.2    23.2  

+200

   9.8    18.3    7.3    15.9     6.0    14.6    5.0    16.8  

+100

   5.6    10.1    3.5    9.1     2.5    8.0    2.0    9.1  

- 100

   (2.6  (12.5  (3.9  (12.9   (2.9  (10.1  (2.4  (9.7

- 200

   (5.9  (16.2  (6.9  (15.2   (5.6  (9.9  (5.1  (7.5

- 300

   (8.3  (16.2  (8.9  (15.1   (7.3  (9.3  (6.7  (6.8
      

The results from the rate shock and EVE analyses are consistent with having an asset sensitive balance sheet. Having an asset sensitive balance sheet means more assets than liabilities will reprice during the measured time frames. The implications of an asset sensitive balance sheet will differ depending upon the change in market interest rates. For example, with an asset sensitive balance sheet in a declining interest rate environment, more assets than liabilities will decrease in rate. This situation could result in a decrease in net interest income and operating income. Conversely, with an asset sensitive balance sheet in a rising interest rate environment, more assets than liabilities will increase in rate. This situation could result in an increase in net interest income and operating income. There was not a material change in our asset sensitive balance sheet position when comparing March 31, 2013 and December 31, 2012.

In addition to rate shocks and EVE, simulations are performed periodically to assess the sensitivity of scenario assumptions on pretax net interest income. Simulation analyses most often test for sensitivity to yield curve shape and slope changes, severe rate shocks, changes in prepayment assumptions and significant balance mix changes.

The results from Simulations indicate that an increase in rates, particularly if the analyses performed onyield curve steepens, will most likely result in an improvement in pretax net interest income, EVE and sensitivity analysis were consistent with having an asset sensitive balance sheet. Having an asset sensitive balance sheet means more assets than liabilities will reprice duringincome. We realize that some of the measured time frames. The implications of an asset sensitive position will differ depending upon thebenefit reflected in our scenarios may be offset by a change in market interest rates. For example, with an asset sensitive positionthe competitive environment and a change in a declining interest rate environment, more assets than liabilities will decrease in rate. This situation could result in a decrease in net interest income and operating income. Conversely, with an asset sensitive position in a rising interest rate environment, more assets than liabilities will increase in rate. This situation could result in an increase in net interest income and operating income.product preference by our customers

S&T BANCORP, INC. AND SUBSIDIARIES

Item 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of S&T’s Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO (its principal executive officer and principal financial officer, respectively), management has evaluated the effectiveness of the design and operation of S&T’s disclosure controls and procedures as of March 31, 2012.2013. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to the Company’sS&T’s management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on and as of the date of such evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective in all material respects, as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2012,2013, there were no changes made to S&T’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, S&T’s internal control over financial reporting.

S&T BANCORP, INC. AND SUBSIDIARIES

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 1A. Risk Factors

There have been no material changes to the risk factors that we have previously disclosed in Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011,2012, as filed with the SEC on February 28, 2012.25, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

2.1Amendment No. 1, dated as of January 27, 2012, to the Agreement and Plan of Merger, dated September 14, 2011, by and
between S&T Bancorp, Inc. and Mainline Bancorp, Inc. (incorporated by reference to Annex A of the Registration Statement
on Form S-4/A, filed on January 30, 2012)
2.2Amendment No. 2, dated as of March 8, 2012, to the Agreement and Plan of Merger by and between S&T Bancorp, Inc. and Mainline Bancorp, Inc., dated as of September 14, 2011
2.3Agreement and Plan of Merger, dated as of March 29, 2012, by and between S&T Bancorp, Inc. and Gateway Bank of Pennsylvania (incorporated by reference to the Current Report on Form 8-K filed on April 3, 2012)
31.1  Rule 13a-14(a) Certification of the Chief Executive Officer.
31.2  Rule 13a-14(a) Certification of the Chief Financial Officer.
32  Rule 13a-14(b) Certification of the Chief Executive Officer and Chief Financial Officer.
101  The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20122013 is formatted in eXtensible Business Reporting Language (XBRL): (i) Unaudited Consolidated Balance Sheets at March 31, 20122013 and December 31, 2011,2012, (ii) Unaudited Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 20122013 and 2011,2012, (iii) Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three Months ended March 31, 20122013 and 20112012 and (iv) Unaudited Consolidated Statements of Cash Flows for the Three Months ended March 31, 20122013 and 20112012 and (iv) Notes to Unaudited Consolidated Financial Statements (tagged as blocks of text).Statements.*

 

*This exhibit is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

S&T Bancorp, Inc.

(Registrant)

Date: May 10, 2012April 30, 2013 

/s/Mark Kochvar

 

Mark Kochvar

Senior Executive Vice President and

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Signatory)

 

5047