SECURITIES AND EXCHANGE COMMISSION | |
(Mark One) | |
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | September 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from | To |
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S&T BANCORP, INC. | |
(Exact name of registrant as specified in its charter) | |
Pennsylvania | 25-1434426 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
43 South Ninth 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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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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 - 26,507,055 shares as of October 21, 2003 |
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PART I. FINANCIAL INFORMATION | Page No. | |
Item 1. | Financial Statements |
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Item 1. | Legal Proceedings | 18 |
Item 2. | Changes in Securities and Use of Proceeds | 18 |
Item 3. | Defaults Upon Senior Securities | 18 |
Item 4. | Submission of Matters to a Vote of Security Holders | 18 |
Item 5. | Other Information | 18 |
Item 6. | Exhibits and Reports on Form 8-K | 18-19 |
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Page 2
S&T BANCORP, INC. AND SUBSIDIARIES | |||||
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| September 30, |
| December 31, 2002 |
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| (000's omitted, except share and per share data) | ||
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| Cash and due from banks | $49,066 |
| $50,258 | |
| Securities: |
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| Available for sale | 625,585 |
| 640,783 |
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| Held to maturity (market value $287 in 2003 and |
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| Total Securities | 625,872 |
| 641,164 | |
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| Premises and equipment | 22,862 |
| 23,232 | |
| Goodwill | 48,529 |
| 48,436 | |
| Other intangibles | 5,710 |
| 5,891 | |
| Other assets | 83,151 |
| 86,131 | |
TOTAL ASSETS | $2,858,678 |
| $2,823,867 | ||
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| Deposits: |
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| Noninterest-bearing | $371,413 |
| $330,160 |
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| Interest-bearing | 1,565,788 |
| 1,595,959 |
| Total Deposits | 1,937,201 |
| 1,926,119 | |
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| Long-term borrowings | 217,192 |
| 211,656 | |
| Federal funds purchased | 221,075 |
| 156,875 | |
| Other liabilities | 55,525 |
| 60,590 | |
TOTAL LIABILITIES | 2,537,742 |
| 2,517,753 | ||
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| Preferred stock, without par value, 10,000,000 shares authorized |
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| Common stock ($2.50 par value) |
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| Authorized - 50,000,000 shares in 2003 and 2002 |
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| Issued - 29,714,038 shares in 2003 and 2002 | 74,285 |
| 74,285 |
| Additional paid-in capital | 21,892 |
| 21,673 | |
| Retained earnings | 265,421 |
| 246,920 | |
| Accumulated other comprehensive income | 25,743 |
| 26,499 | |
| Treasury stock (3,230,819 shares at September 30, 2003 and |
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $2,858,678 |
| $2,823,867 |
See Notes to Condensed Consolidated Financial Statements
Page 3
S&T BANCORP, INC. AND SUBSIDIARIES | |||||||
For three months ended | For nine months ended | ||||||
2003 | 2002 | 2003 | 2002 | ||||
INTEREST INCOME | (000's omitted, except per share data) | ||||||
Loans, including fees | $30,391 | $30,361 | $94,391 | $88,153 | |||
Deposits with banks and federal funds sold | - | 2 | 1 | 4 | |||
Investment securities: | |||||||
Taxable | 5,418 | 6,413 | 17,053 | 19,224 | |||
Tax-exempt | 518 | 144 | 1,236 | 534 | |||
Dividends | 584 | 923 | 2,268 | 2,851 | |||
Total Interest Income | 36,911 | 37,843 | 114,949 | 110,766 | |||
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Deposits | 7,167 | 9,399 | 23,923 | 29,118 | |||
Securities sold under repurchase agreements | 278 | 126 | 1,277 | 834 | |||
Federal funds purchased | 593 | 394 | 1,625 | 914 | |||
Long-term borrowings | 3,403 | 3,907 | 9,918 | 11,580 | |||
Total Interest Expense | 11,441 | 13,826 | 36,743 | 42,446 | |||
NET INTEREST INCOME | 25,470 | 24,017 | 78,206 | 68,320 | |||
Provision for loan losses | 1,500 | 2,300 | 5,800 | 4,800 | |||
NET INTEREST INCOME AFTER |
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Security gains, net | 1,099 | 2,168 | 3,310 | 5,642 | |||
Wealth management fees | 1,326 | 1,340 | 4,050 | 4,023 | |||
Service charges on deposit accounts | 2,335 | 2,238 | 6,795 | 5,919 | |||
Insurance | 1,071 | 984 | 3,147 | 2,407 | |||
Other | 3,426 | 2,219 | 7,233 | 5,895 | |||
Total Noninterest Income | 9,257 | 8,949 | 24,535 | 23,886 | |||
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Salaries and employee benefits | 8,100 | 6,700 | 23,330 | 19,993 | |||
Occupancy, net | 1,015 | 852 | 3,022 | 2,550 | |||
Furniture and equipment | 541 | 775 | 2,125 | 2,179 | |||
Other taxes | 524 | 514 | 1,735 | 1,363 | |||
Data processing | 956 | 921 | 2,589 | 2,313 | |||
Other | 3,563 | 3,499 | 10,068 | 9,326 | |||
Total Noninterest Expense | 14,699 | 13,261 | 42,869 | 37,724 | |||
INCOME BEFORE INCOME TAXES | 18,528 | 17,405 | 54,072 | 49,682 | |||
Income taxes | 5,251 | 4,988 | 15,481 | 13,966 | |||
NET INCOME | $13,277 | $12,417 | $38,591 | $35,716 | |||
PER COMMON SHARE | |||||||
Net Income - Basic | $0.50 | $0.47 | $1.46 | $1.34 | |||
Net Income - Diluted | 0.50 | 0.46 | 1.45 | 1.33 | |||
Dividends | 0.26 | 0.24 | 0.76 | 0.72 | |||
Average Common Shares Outstanding - Basic | 26,428 | 26,605 | 26,433 | 26,581 | |||
Average Common Shares Outstanding - Diluted | 26,711 | 26,808 | 26,682 | 26,792 | |||
See Notes to Condensed Consolidated Financial Statements |
Page 4
S&T BANCORP, INC. AND SUBSIDIARIES | ||||||
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| Nine Months Ended September 30, | ||||
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| 2003 |
| 2002 | ||
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Net Income | $38,591 |
| $35,716 | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
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| Provision for loan losses | 5,800 |
| 4,800 | ||
| Provision for depreciation and amortization | 1,445 |
| 1,840 | ||
| Net amortization of investment security premiums | 2,423 |
| 1,389 | ||
| Net accretion of loan discounts | - |
| (179) | ||
| Security gains, net | (3,310) |
| (5,642) | ||
| Deferred income taxes | (2,995) |
| 4,928 | ||
| Mortgage loans originated for sale | (81,364) |
| (52,914) | ||
| Proceeds from the sale of loans | 82,787 |
| 53,317 | ||
| Decrease in interest receivable | 1,476 |
| 939 | ||
| Decrease in interest payable | (254) |
| (310) | ||
| Decrease (increase) in other assets | 4,099 |
| (6,343) | ||
| (Decrease) increase in other liabilities | (3,437) |
| 29,722 | ||
| Net Cash Provided by Operating Activities | 45,261 |
| 67,263 | ||
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| Net decrease (increase) of interest-earning deposits with banks | 21 |
| (102) | ||
| Proceeds from maturities of investment securities | 95 |
| 5,299 | ||
| Proceeds from maturities of securities available for sale | 195,256 |
| 102,570 | ||
| Proceeds from sales of securities available for sale | 55,804 |
| 84,355 | ||
| Purchases of securities available for sale | (236,399) |
| (154,682) | ||
| Net increase in loans | (61,956) |
| (103,970) | ||
| Net cash paid in acquisitions | - |
| (47,187) | ||
| Purchases of premises and equipment | (1,075) |
| (3,298) | ||
| Net Cash Used in Investing Activities | (48,254) |
| (117,015) | ||
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| Net increase in demand and savings deposits | 51,844 |
| 67,112 | ||
| Net decrease in certificates of deposit | (40,762) |
| (42,398) | ||
| Net (decrease) increase in repurchase agreements | (55,764) |
| 54,864 | ||
| Net increase in federal funds purchased | 64,200 |
| 45,405 | ||
| Net proceeds (repayments) from long-term borrowings | 5,536 |
| (39,562) | ||
| Net acquisition of treasury stock | (3,525) |
| (4,595) | ||
| Tax benefit from nonstatutory stock options exercised | 602 |
| 540 | ||
| Cash dividends paid to shareholders | (20,330) |
| (19,158) | ||
| Net Cash Provided by Financing Activities | 1,801 |
| 62,208 | ||
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| Cash and Cash Equivalents at Beginning of Period | 50,258 |
| 52,783 | ||
| Cash and Cash Equivalents at End of Period | $49,066 |
| $65,239 | ||
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See Notes to Condensed Consolidated Financial Statements |
Page 5
S&T BANCORP, INC. AND SUBSIDIARIES
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| Three months ended |
| Nine months ended | ||
| 2003 | 2002 |
| 2003 | 2002 |
(000's omitted, except per share data) |
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Proforma net income | $13,196 | $12,417 |
| $38,348 | $34,416 |
Proforma earnings per share - Basic | $0.50 | $0.47 |
| $1.45 | $1.29 |
Proforma earnings per share - Diluted | $0.49 | $0.46 |
| $1.44 | $1.28 |
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Page 6
S&T BANCORP INC. AND SUBSIDIARIES
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September 30, 2003 | Available for Sale | ||||||
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| Gross |
| Gross |
| Estimated |
| (000's omitted) | ||||||
Obligations of U.S. government |
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Collateralized mortgage obligations | 53,582 |
| 702 |
| (145) |
| 54,139 |
Mortgage-backed securities | 47,310 |
| 619 |
| (351) |
| 47,578 |
U.S. treasury securities | 5,254 |
| 599 |
| - |
| 5,853 |
Obligations of state and political subdivisions | 66,420 |
| 1,082 |
| (290) |
| 67,212 |
Corporate securities | 20,306 |
| 1,407 |
| - |
| 21,713 |
Debt securities available for sale | 519,948 |
| 13,426 |
| (1,822) |
| 531,552 |
Marketable equity securities | 42,345 |
| 28,346 |
| (522) |
| 70,169 |
Other securities | 23,864 |
| - |
| - |
| 23,864 |
Total | $586,157 |
| $41,772 |
| $(2,344) |
| $625,585 |
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September 30, 2003 | Held to Maturity | ||||||
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| Gross |
| Gross |
| Estimated |
| (000's omitted) | ||||||
Obligations of states and political subdivisions | $287 |
| - |
| - |
| $287 |
Total | $287 |
| - |
| - |
| $287 |
Page 7
S&T BANCORP INC. AND SUBSIDIARIES Continued | ||||||||
December 31, 2002 | Available for Sale | |||||||
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| Gross |
| Gross |
| Estimated | |
| (000's omitted) | |||||||
Obligations of U.S. government |
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Collateralized mortgage obligations | 153,538 |
| 3,246 |
| - |
| 156,784 | |
Mortgage-backed securities | 15,217 |
| 611 |
| - |
| 15,828 | |
U.S. treasury securities | 5,343 |
| 787 |
| - |
| 6,130 | |
Obligations of state and political subdivisions | 30,418 |
| 596 |
| (10) |
| 31,004 | |
Corporate securities | 41,818 |
| 1,866 |
| - |
| 43,684 | |
Debt securities available for sale | 520,947 |
| 19,232 |
| (10) |
| 540,169 | |
Marketable equity securities | 50,190 |
| 22,939 |
| (1,310) |
| 71,819 | |
Other securities | 28,795 |
| - |
| - |
| 28,795 | |
Total | $599,932 |
| $42,171 |
| $(1,320) |
| $640,783 | |
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December 31, 2002 | Held to Maturity | |||||||
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| Gross | Gross | Estimated | ||||
| (000's omitted) | |||||||
Obligations of states and political subdivisions | $381 |
| $3 |
| - |
| $384 | |
Total | $381 |
| $3 |
| - |
| $384 |
During the period ended September 30, 2003, S&T realized net gains of $3.3 million from its available for sale securities portfolio. S&T may receive an exchange of shares relative to mergers; gains and losses are recognized on shares held of acquired institutions in accordance with Emerging Issues Task Force #91-5, Nonmonetary Exchange of Cost-Method Investments (EITF 91-5). There were no EITF 91-5 gains or losses realized during the period ending September 30, 2003.
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| Amortized |
| Estimated |
| (000's omitted) | ||
Due in one year or less | $43,057 |
| $43,961 |
Due after one year through five years | 203,360 |
| 212,558 |
Due after five years through ten years | 200,242 |
| 201,621 |
Due after ten years | 73,289 |
| 73,412 |
Total | $519,948 |
| $531,552 |
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| Amortized |
| Estimated |
| (000's omitted) | ||
Due in one year or less | $22 |
| $22 |
Due after one year through five years | 265 |
| 265 |
Total | $287 |
| $287 |
At September 30, 2003 and December 31, 2002, investment securities with a principal amount of $382,987,000 and $359,485,000, respectively, were pledged to secure repurchase agreements public funds and trust fund deposits. |
Page 8
S&T BANCORP INC. AND SUBSIDIARIES | |||||||
The composition of the loan portfolio was as follows: | |||||||
| September 30, 2003 |
| December 31, 2002 | ||||
| (000's omitted) | ||||||
Real estate - construction | $166,824 |
| $191,927 | ||||
Real estate - mortgages: |
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Residential | 506,086 |
| 541,102 | ||||
Commercial | 786,737 |
| 692,948 | ||||
Commercial and industrial | 514,588 |
| 476,190 | ||||
Consumer installment | 80,967 |
| 96,726 | ||||
Gross Loans | $2,055,202 |
| $1,998,893 | ||||
Allowance for loan losses | (31,714) |
| (30,138) | ||||
Total Loans | $2,023,488 |
| $1,968,755 | ||||
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| 2003 |
| 2002 | ||||
| (000's omitted) | ||||||
Balance at beginning of period | $30,138 |
| $26,926 | ||||
Charge-offs | (5,083) |
| (4,777) | ||||
Recoveries | 859 |
| 1,128 | ||||
Net charge-offs | (4,224) |
| (3,649) | ||||
Provision for loan losses | 5,800 |
| 4,800 | ||||
Peoples Financial Corp. loan loss reserve | - |
| 1,421 | ||||
Balance at end of period | $31,714 |
| $29,498 |
The following table represents S&T's investment in loans considered to be impaired and related information on those impaired loans as of September 30, 2003 and December 31, 2002 and for the nine and twelve month periods respectively. |
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| (000's omitted) | ||
Recorded investment in loans considered to be impaired | $4,100 |
| $1,127 |
Loans considered to be impaired that were on a nonaccrual basis | 3,392 |
| 515 |
Allowance for loan losses related to loans considered to be impaired | - |
| - |
Average recorded investment in impaired loans | 2,889 |
| 5,451 |
Total interest income per contractual terms on impaired loans | 397 |
| 290 |
Interest income on impaired loans recognized on a cash basis | 347 |
| 280 |
NOTE G - GUARANTEES
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Page 9
S&T BANCORP, INC. AND SUBSIDIARIES
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Page 10
S&T BANCORP, INC. AND SUBSIDIARIES
S&T's policy for security classification includes U.S. treasuries, U.S. government agencies, mortgage-backed securities, collateralized mortgage obligations, municipal securities, corporate securities and marketable equity securities as available for sale. Two securities are classified as held to maturity. At September 30, 2003, unrealized gains, net of unrealized losses, for securities classified as available for sale were $39.4 million. Allowance for Loan Losses The balance in the allowance for loan losses was $31.7 million or 1.54% of total loans at September 30, 2003 as compared to $30.1 million or 1.51% of total loans at December 31, 2002. The adequacy of the allowance for loan losses is determined by management through evaluation of the loss potential on individual nonperforming, delinquent and high-dollar loans; review of economic conditions and business trends; historical loss experience; and growth and composition of the loan portfolio, as well as other relevant factors.
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Page 11
S&T BANCORP, INC. AND SUBSIDIARIES
Average long-term borrowings have increased by $9.8 million in the first nine months of 2003 as compared to the full year 2002 average. At September 30, 2003, S&T had average long-term borrowings outstanding of $246.0 million at a fixed rate with the FHLB. The purpose of these borrowings was to provide matched, fixed rate fundings for newly originated loans, to mitigate the risk associated with volatile liability fundings, to take advantage of lower cost funds through the FHLB's Community Investment Program and to fund stock buy-backs.
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Page 12
S&T BANCORP, INC. AND SUBSIDIARIES |
Nine months ended September 30, 2003 compared to |
Net Income
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Page 13
S&T BANCORP, INC. AND SUBSIDIARIES |
| Nine Months Ended September 30, | ||||||||||
| 2003 |
| 2002 | ||||||||
| (dollars in thousands) | ||||||||||
| Average |
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| Average |
| Average |
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| Average |
ASSETS |
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Loans | $2,025.4 |
| $95.6 |
| 6.31% |
| $1,682.1 |
| $89.0 |
| 7.08% |
Securities/Other | 647.4 |
| 22.1 |
| 4.56% |
| 613.2 |
| 24.0 |
| 5.23% |
Total interest-earning assets | 2,672.8 |
| 117.7 |
| 5.91% |
| 2,295.3 |
| 113.0 |
| 6.72% |
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TOTAL | $2,854.3 |
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| $2,413.4 |
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NOW/money market/savings | $777.1 |
| $3.8 |
| 0.66% |
| $631.0 |
| $4.5 |
| 0.96% |
Time deposits | 803.7 |
| 20.1 |
| 3.34% |
| 744.7 |
| 24.6 |
| 4.41% |
Borrowed funds < 1 year | 313.8 |
| 2.9 |
| 1.24% |
| 175.6 |
| 2.1 |
| 1.59% |
Borrowed funds > 1 year | 246.0 |
| 9.9 |
| 5.39% |
| 244.5 |
| 11.2 |
| 6.15% |
Total interest-bearing liabilities | 2,140.6 |
| 36.7 |
| 2.32% |
| 1,795.8 |
| 42.4 |
| 3.16% |
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Demand deposits | 341.0 |
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| 269.6 |
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Shareholders' equity/Other | 372.7 |
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| 348.0 |
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TOTAL | $2,854.3 |
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| $2,413.4 |
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Net yield on interest-earning assets |
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| 4.05% |
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| 4.11% |
Provision for Loan Losses
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Page 14
S&T BANCORP, INC. AND SUBSIDIARIES
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Three months ended September 30, 2003 compared to |
Net Income
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Page 15
S&T BANCORP, INC. AND SUBSIDIARIES | |||||||||||
| Three Months Ended September 30, | ||||||||||
| 2003 |
| 2002 | ||||||||
| (dollars in thousands) | ||||||||||
| Average |
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| Average |
| Average |
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| Average |
ASSETS |
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Loans | $2,044.2 |
| $30.8 |
| 5.98% |
| $1,770.3 |
| $30.7 |
| 6.88% |
Securities/Other | 658.6 |
| 7.0 |
| 4.23% |
| 611.7 |
| 7.9 |
| 5.13% |
Total interest-earning assets | 2,702.8 |
| 37.8 |
| 5.57% |
| 2,382.0 |
| 38.6 |
| 6.44% |
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TOTAL | $2,888.4 |
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| $2,510.5 |
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NOW/money market/savings | $781.3 |
| $0.9 |
| 0.47% |
| $662.3 |
| $1.6 |
| 0.95% |
Time deposits | 784.2 |
| 6.2 |
| 3.16% |
| 761.7 |
| 7.8 |
| 4.06% |
Borrowed funds < 1 year | 319.1 |
| 0.9 |
| 1.08% |
| 208.3 |
| 0.9 |
| 1.65% |
Borrowed funds > 1 year | 266.1 |
| 3.4 |
| 5.07% |
| 230.6 |
| 3.5 |
| 6.13% |
Total interest-bearing liabilities | 2,150.7 |
| 11.4 |
| 2.14% |
| 1,862.9 |
| 13.8 |
| 2.95% |
|
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Demand deposits | 361.7 |
|
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|
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| 287.4 |
|
|
|
|
Shareholders' equity/Other | 376.0 |
|
|
|
|
| 360.2 |
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|
|
|
TOTAL | $2,888.4 |
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|
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| $2,510.5 |
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|
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Net yield on interest-earning assets |
|
|
|
| 3.87% |
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|
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| 4.13% |
Provision for Loan Losses
Credit quality indicators are important factors in determining the amount of provision for loan losses. Nonperforming loans to total loans was 0.47% at September 30, 2003 compared to 0.29% at December 31, 2002 and 0.46% at September 30, 2002. Net charged-off loans were $1.3 million and $2.6 million for the third quarter of 2003 and 2002, respectively. Also affecting the provision for loan losses is the amount and types of loan growth and portfolio composition. Most of the non-merger related loan growth in 2003 and 2002 is attributable to larger commercial loans, which present an inherently higher risk than other types of loans in the portfolio.
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S&T BANCORP, INC. AND SUBSIDIARIES
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | |||
Item 3. | Quantitative and qualitative disclosures about market risk are presented at December 31, 2002 in Item 7A of S&T's Annual Report on Form 10-K, filed with the SEC on March 21, 2003. Management believes that there have been no material changes in S&T's market risk since December 31, 2002. | ||
CONTROLS AND PROCEDURES | |||
Item 4. | As of September 30, 2003, an evaluation was performed under the supervision and with the participation of S&T's management, including the CEO and CFO, of the effectiveness of the design and operation of S&T's disclosure controls and procedures. Based on that evaluation, S&T's management, including the CEO and CFO, concluded that S&T's disclosure controls and procedures were effective as of September 30, 2003. There have been no significant changes in S&T's internal controls or in other factors that could significantly affect internal controls subsequent to September 30, 2003. | ||
PART II | |||
OTHER INFORMATION | |||
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| Exhibit 31 Certifications of the Chief Executive Officer and Chief Financial Officer | |
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| Exhibit 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for James C. Miller, Chief Executive Officer and Robert E. Rout, Chief Financial Officer |
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OTHER INFORMATION - continued |
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SIGNATURES | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | |
| S&T Bancorp, Inc. |
| (Registrant) |
Date: November 13, 2003 | /s/ Robert E. Rout |
| Robert E. Rout |
| Executive Vice President, Secretary and Chief Financial Officer |
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