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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2003

Commission file number 1-12508

 

 

S&T BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of incorporation of organization)

25-1434426
(IRS Employer Identification No.)

43 South Ninth Street, Indiana, PA
(Address of principal executive offices)

15701
(Zip Code)

Registrant's telephone number, including area code

(800) 325-2265


Securities registered pursuant to Section 12(b) of the Act:


None


Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, Par Value $2.50 per share
(Title of class)

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229-405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this form 10-K.{    } Yes     X              No


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

                   Yes     X              No

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of February 26, 2004:

Common Stock, $2.50 par value - $744,095,933

The number of shares outstanding of the issuer's classes of common stock as of February 26, 2004:

Common Stock, $2.50 par value - 26,710,034 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended December 31, 2003 are incorporated by reference into Part II.

Portions of the proxy statement for the annual shareholders meeting to be held April 19, 2004 are incorporated by reference into Part III.

 

 

 

 

PART I


Item 1.  BUSINESS


General


     S&T Bancorp, Inc. ("S&T") was incorporated on March 17, 1983 under the laws of the Commonwealth of Pennsylvania as a bank holding company and has two wholly owned subsidiaries, S&T Bank and S&T Investment Company, Inc. S&T owns a one-half interest in Commonwealth Trust Credit Life Insurance Company. S&T is registered as a financial holding company with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act, as amended.


     As of December 31, 2003, S&T had $2.9 billion in total assets, $333 million in total shareholder's equity and $2.0 billion in total deposits. The Federal Deposit Insurance Corporation ("FDIC") insures deposits fully provided by law.


     Total trust assets were approximately $1.0 billion at December 31, 2003. Trust services include services as executor and trustee under wills and deeds, as guardian and custodian of employee benefit trusts and brokerage services.


     S&T Bank is a full service bank with its Main Office at 800 Philadelphia Street, Indiana, Pennsylvania, providing service to its customers through a branch network of 49 offices located in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson and Westmoreland counties of Pennsylvania.


     S&T Bank's services include accepting time and demand deposit accounts, originating commercial and consumer loans, providing letters of credit, offering discount brokerage services, personal financial planning and credit card services. S&T Bank has a relatively stable deposit base and no material amount of deposits is obtained from a single depositor or group of depositors (including federal, state and local governments). S&T Bank has not experienced significant fluctuations in deposits.


     S&T Bank has three wholly owned subsidiaries, S&T Insurance Group, LLC, S&T Bancholdings, Inc. and S&T Professional Resources Group, LLC. In May 2002, S&T Professional Resources Group, LLC was formed to market software developed by S&T. In August 2002, S&T Bancholdings, Inc. was formed as an investment holding company. In August 2002, S&T Bank acquired Evergreen Insurance Associates, Inc., a multi-line insurance agency with a client base of approximately 2,000 customers in Pennsylvania, Maryland and West Virginia. Evergreen Insurance Associates, Inc. was merged into Evergreen Insurance, LLC, a wholly owned subsidiary of S&T Insurance Group, LLC.


Employees


     As of December 31, 2003, S&T Bank and subsidiaries had 767 full-time equivalent employees. S&T provides a variety of employment benefits and considers its relationship with its employees to be good.


Website access to United States Securities and Exchange Commission Filings


     All reports filed electronically by S&T Bancorp, Inc. with the United States Securities and Exchange Commission (SEC), including the annual report on Form 10-K, quarterly reports on Form 10-Q, and current event reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on the Corporation's Website at www.stbank.com. These filings are also accessible on the SEC's Website at www.sec.gov.


Supervision and Regulation


General


     S&T and S&T Bank are each extensively regulated under both federal and state law. The following information describes certain aspects of that regulation applicable to S&T and S&T Bank and does not purport to be complete.

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Item 1.  BUSINESS - continued


To the extent statutory or regulatory provisions are described, the description is qualified in its entirety by reference to the particular statutory or regulatory provisions. Proposals to change the laws and regulations governing the banking industry are frequently raised in Congress, in state legislatures and before the various bank regulatory agencies. The likelihood and timing on any changes and the impact such changes might have on S&T or S&T Bank are impossible to determine with any certainty. A change in applicable laws or regulations, or a change in the way such laws or regulations are interpreted by regulatory agencies or courts, may have a material impact on the business, operations and earnings of S&T and S&T Bank.


S&T


     S&T is a bank holding company subject to regulation under the Bank Holding Company Act of 1956, as amended ("BHCA"), and the examination and reporting requirements of the Federal Reserve Board. Under the BHCA a bank holding company may not directly or indirectly acquire ownership or control of more than five percent of the voting shares or substantially all of the assets of any additional bank, or merge or consolidate with another bank holding company, without the prior approval of the Federal Reserve Board. S&T also is subject to the supervision and regulation of the Pennsylvania Department of Banking ("PADB").


     S&T became a financial holding company under BHCA as amended by the Gramm-Leach-Bliley Act of 1999 ("GLB") in 2001. In order to maintain its status as a financial holding company, all depository institutions controlled by the bank holding company must be well capitalized and well managed, and have at least a "satisfactory" Community Reinvestment Act ("CRA") rating. S&T and S&T Bank currently satisfy these criteria. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. The GLB defines "financial in nature" to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. Banks also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a "satisfactory" CRA rating. The GLB also establishes a system of functional regulation, under which the federal banking agencies will regulate the banking activities of financial holding companies and banks' financial subsidiaries, the U.S. Securities and Exchange Commission (the "SEC") will regulate their securities activities and state insurance regulators will regulate their insurance activities. In addition, rules developed by the federal banking agencies pursuant to the GLB require disclosure of privacy policies to consumers and in some circumstances, allow consumers to prevent the disclosure of certain personal information to nonaffiliat ed third parties.


     S&T is presently engaged in nonbanking activities through the following three entities: S&T Investment Company, Inc., Commonwealth Trust Credit Life Insurance Company ("CTCLIC") and S&T Insurance Group, LLC. S&T Investment Company, Inc. was formed in June 1988 to hold and manage a group of investments previously owned by S&T Bank and to give S&T additional latitude to purchase other investments. CTCLIC, which is a joint venture with another financial institution, acts as a reinsurer of credit life, accident and health insurance policies sold by S&T Bank and the other institution. S&T Insurance Group, LLC distributes high-quality life insurance and long-term disability income insurance products. During 2002, S&T Insurance Group, LLC expanded into the property and casualty insurance business with the acquisition of Evergreen Insurance, LLC.


     
There are a number of obligations and restrictions imposed on financial holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event the depository institution becomes in danger of default or in default. For example, under a policy of the Federal Reserve Board with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise. In addition, under the cross-guarantee provisions of the Federal Deposit Insurance Act (the "FDIA"), a financial institution insured by the FDIC that is under common control with a failed or failing

Page 3

 

 

 

Item 1.  BUSINESS - continued


FDIC-insured institution can be required to reimburse the FDIC for losses resulting from the insolvency of the failed institution or from assistance to the failing institution, even if this causes the affiliated institution also to become insolvent.


S&T Bank


     As a state-chartered, commercial bank, the deposits of which are insured by the Bank Insurance Fund ("BIF") of the FDIC, S&T Bank is subject to the supervision and regulation of the PADB and the FDIC. S&T Bank also is subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types, amount and terms and conditions of loans that may be granted, and limits on the type of other activities in which S&T Bank may engage and the investments it may make.


     S&T Bank also is subject to federal laws that limit the amount of transactions between itself and S&T or S&T's nonbank subsidiaries. Under these provisions, transactions by a bank with its parent company or any nonbank affiliate generally are limited to 10 percent of the bank subsidiary's capital and surplus or 20 percent in the aggregate. Further, loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. The GLB imposes similar restrictions on transactions between a bank and its financial subsidiaries. A bank, such as S&T Bank is prohibited from purchasing any "low quality" asset from an affiliate. S&T Bank is in compliance with these provisions.


Insurance of Accounts; Depositor Preference


     The deposits of S&T Bank are insured up to $100,000 per insured depositor by the Bank Insurance Fund ("BIF") of the FDIC. As an FDIC-insured bank, S&T Bank also is subject to FDIC insurance assessments. Currently, the amount of FDIC assessments paid by individual insured depository institutions ranges from zero to $.27 per $100 of insured deposits, based on their relative risk to the deposit insurance funds, as measured by the institutions' regulatory capital position and other supervisory factors. S&T Bank currently pays the lowest premium rate based upon this risk assessment. However, the FDIC retains the ability to increase regular assessments and to levy special additional assessments.


     In addition to deposit insurance fund assessments, beginning in 1997 the FDIC assessed BIF-assessable and Savings Association Insurance Fund ("SAIF")-assessable deposits to fund the repayment of debt obligations of the Financing Corporation ("FICO"). FICO is a government-sponsored entity that was formed to borrow the money necessary to carry out the closing and ultimate disposition of failed thrift institutions by the Resolution Trust Corporation. At December 31, 2003, the current annualized rate established by the FDIC for both BIF-assessable and SAIF-assessable deposits was 1.52 basis points (hundredths of one percent).


     Under federal law, deposits and certain claims for administrative expenses and employee compensation against insured depository institutions are afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the liquidation or other resolution of such an institution by any receiver appointed by regulatory authorities. Such priority creditors would include the FDIC.


Capital

     
The Federal Reserve Board and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to banking organizations they supervise. Under the risk-based capital requirements, S&T and S&T Bank each generally is required to maintain a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit), of 8.00 percent. At least half of the total capital is to be composed of common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles ("Tier 1 capital"). The remainder may consist of certain subordinated debt, certain hybrid capital instruments and other qualifying preferred stock, and a limited amount of the loan loss allowance ("Tier 2 capital") and, together with Tier 1 capital, ("Total capital"). At December 31, 2003, S&T's Tier 1 and Total capital ratios

Page 4

 

 

 

Item 1.  BUSINESS - continued     


were 10.56 percent and 12.39 percent, respectively, and the ratios of Tier 1 capital and Total capital to total risk-adjusted assets for S&T Bank were 9.93 percent and 11.33 percent, respectively.


In addition, each of the federal bank regulatory agencies has established minimum leverage capital ratio requirements for banking organizations. These requirements provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets equal to three percent for bank and bank holding companies that meet certain specified criteria, including that they have the highest regulatory rating and are not experiencing significant growth or expansion. All other banks and bank holding companies will generally be required to maintain a leverage ratio of at least 100 to 200 basis points above the stated minimum. S&T's leverage ratio at December 31, 2003 was 9.16 percent, and S&T Bank's leverage ratio was 8.63 percent.


     Both the Federal Reserve Board's and the FDIC's risk-based capital standards explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution's ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution's overall capital adequacy. The capital guidelines also provide that an institution's exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a bank's capital adequacy. The Federal Reserve Board also has issued additional capital guidelines for certain bank holding companies that engage in trading activities. S&T does not believe that consideration of these additional factors will affect the regulators' assessment of S&T's or S&T Bank's capital position.


Payment of Dividends


     
S&T is a legal entity separate and distinct from its banking and other subsidiaries. A major portion of the revenues of S&T result from amounts paid as dividends to S&T by S&T Bank. S&T Bank, in turn, is subject to state laws and regulations that limit the amount of dividends it can pay to S&T. In addition, both S&T and S&T Bank are subject to various general regulatory policies relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve Board has indicated that banking organizations should generally pay dividends only if (1) the organization's net income available to common shareholders over the past year has been sufficient to fund fully the dividends and (2) the prospective rate of earnings retention appears consistent with the organization's capital needs, asset quality and overall financial condition. S&T does not expect that any of these laws, regulations or policies will materially influence its ability or the ability of S&T Bank to pay dividends. During the year ended December 31, 2003, S&T Bank paid $27.0 million in cash dividends to S&T.


Other Safety and Soundness Regulations


     Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") the federal banking agencies possess broad powers to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institution in question is "well capitalized", "adequately capitalized", "undercapitalized", "significantly undercapitalized", or "critically undercapitalized", as defined by the law. Under regulations established by the federal banking agencies, a "well capitalized" institution must have a Tier 1 capital ratio of at least 6 percent, a Total capital ratio of at least 10 percent and a leverage ratio of at least 5 percent and not be subject to a capital directive order. An "adequately capitalized" institution must have a Tier 1 capital ratio of at least 4 percent, a Total capital ratio of at least 8 percent and a leverage ratio of at least 4 percent, or 3 percent in some cases. As of December 31, 2003, S& ;T Bank was classified as "well capitalized". The classification of depository institutions is primarily for the purpose of applying the federal banking agencies' prompt corrective action provisions and is not intended to be, and should not be interpreted as a representation of overall financial condition or prospects of any financial institution.


     The federal banking agencies' prompt corrective action powers (which increase depending upon the degree to which an institution is undercapitalized) can include, among other things, requiring an insured depository institution to adopt a capital restoration plan which cannot be approved unless guaranteed by the institution's parent company; placing limits on asset growth and restrictions on activities, including restrictions on transactions with affiliates;

Page 5

 

 

 

Item 1.  BUSINESS - continued     


restricting the interest rates the institution may pay on deposits; prohibiting the payment of principal or interest on subordinated debt; prohibiting the holding company from making capital distributions without prior regulatory approval and, ultimately, appointing a receiver for the institution. Among other things, only a "well capitalized" depository institution may accept brokered deposits without prior regulatory approval.


     As required by FDICIA, the federal banking agencies also have adopted guidelines prescribing safety and soundness standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal stockholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not in compliance with any of such safety and soundness standards t o submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the prompt corrective action provisions described above.


Regulatory Enforcement Authority


     
The enforcement powers available to federal banking agencies are substantial and include, among other things and in addition to other powers described herein, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banks and bank holding companies and "institution affiliated parties," as defined in the FDIA. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.


     The PADB also has broad enforcement powers over S&T Bank, including the power to impose fines and other civil and criminal penalties, and to appoint a conservator or receiver.


Interstate Banking and Branching


     The BHCA currently permits bank holding companies from any state to acquire banks and bank holding companies located in any other state, subject to certain conditions, including certain nation-wide and state-imposed deposit concentration limits. S&T Bank has the ability, subject to certain restrictions, including state opt-out provisions, to acquire by acquisition or merger, branches of banks located outside of Pennsylvania, its home state. The establishment of de novo interstate branches is also possible in those states where expressly permitted. Once a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law.


Community Reinvestment and Consumer Protection Laws


     In connection with its lending activities, S&T Bank is subject to a number of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. These include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act and the Community Reinvestment Act (the "CRA").


     The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank's record in meeting the credit needs of the communities served by the bank, including low- and moderate-income neighborhoods. Furthermore, such assessment also is required of any bank that has applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of an insured

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Item 1.  BUSINESS - continued     


depository institution, or to open or relocate a branch office. In the case of a bank holding company (including a financial holding company) applying for approval to acquire a bank or bank holding company, the Federal Reserve Board will assess the record of each subsidiary bank of the applicant bank holding company in considering the application. Under the CRA, institutions are assigned a rating of "outstanding," "satisfactory," "needs to improve" or "unsatisfactory." S&T Bank was rated "satisfactory" in its most recent CRA evaluation.


USA Patriot Act


The USA Patriot Act imposes additional obligations on U.S. financial institutions, including banks and broker dealer subsidiaries, to implement policies, procedures and controls that are reasonably designed to detect and report instances of money laundering and the financing of terrorism. In addition, provisions of the USA Patriot Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 comprehensively revised the laws affecting corporate governance, accounting obligations and corporate reporting for companies, such as S&T, with equity or debt securities registered under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act established: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws.

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Item 1.  BUSINESS - continued     


Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential.


     The following discussion and analysis is presented so that shareholders may review in further detail the financial condition and results of operations of S&T. This discussion and analysis should be read in conjunction with the consolidated financial statements, selected financial data and management's discussion and analysis of financial condition and results of operations incorporated by reference from the S&T Bancorp, Inc. 2003 annual report. References to assets and liabilities and changes thereto represent daily average balances for the periods discussed, unless otherwise noted.


     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 volume of interest-earning assets and interest-bearing liabilities and changes in interest yields and rates. Interest on loans to and obligations of state, municipalities and other public entities is not subject to federal income tax. As such, the stated (pre-tax) yield on these assets is lower than the yields on taxable assets of similar risk and maturity. In order to make the pre-tax income and resultant yields comparable to taxable loans and investments, a taxable equivalent adjustment was added to interest income in the tables below. This adjustment has been calculated using the U.S. federal statutory corporate income tax rate of 35% for 2003, 2002 and 2001. The following table demonstrates the amount that has been added to interest income per the summary of o perations:

 

Year Ended December 31

 

2003

2002

2001

 

(in thousands of dollars)

Interest income per consolidated
     statements of income


$151,460


$151,160


$166,702

Adjustment to fully taxable
     equivalent basis


3,675


2,976


2,938

Interest income adjusted to fully
     taxable equivalent basis


155,135


154,136


169,640

Interest expense

47,066

56,300

76,713

Net interest income adjusted to fully
     taxable equivalent basis


$108,069


$97,836


$92,927

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Item 1. BUSINESS - Continued

Average Balance Sheet and Net Interest Income Analysis

 

December 31

 

2003

2002

2001

 

Average
Balance


Interest

Yield/
Rate

Average
Balance


Interest

Yield/
Rate

Average
Balance


Interest

Yield/
Rate


ASSETS

(in thousands of dollars)

 Loans (1)(2)

$2,034,670

$126,535

6.22%

$1,759,018

$122,769

6.98%

$1,639,946

$135,670

8.27%

 Taxable investment securities

584,024

25,888

4.43%

593,238

30,237

5.10%

544,042

31,876

5.86%

 Tax-exempt investment securities(2)

55,311

2,711

4.90%

19,119

1,123

5.87%

10,625

873

8.22%

 Interest-earning deposits with banks

192

1

0.52%

90

4

4.44%

87

6

6.90%

 Federal funds sold

40

-

-%

171

3

1.75%

27,912

1,215

4.35%

Total interest-earning assets (3)

2,674,237

155,135

5.80%

2,371,636

154,136

6.50%

2,222,612

169,640

7.63%



Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 Cash and due from banks

49,209

 

 

41,061

 

 

37,031

 

 

 Premises and equipment, net

22,927

 

 

21,817

 

 

20,821

 

 

 Other assets

138,978

 

 

97,369

 

 

80,095

 

 

Less allowance for loan losses

(31,117)

 

 

(28,625)

 

 

(28,286)

 

 

 

$2,854,234

 

 

$2,503,258

 

 

$2,332,273

 

 



LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 NOW/Money market accounts

$568,869

$3,772

0.66%

$494,757

$4,846

0.98%

$446,701

$10,667

2.39%

 Savings deposits

203,633

944

0.46%

169,988

1,494

0.88%

146,735

2,283

1.56%

 Time deposits

803,323

26,502

3.30%

767,455

32,357

4.22%

748,630

40,226

5.37%

 Federal funds purchased

181,259

2,340

1.29%

76,186

1,401

1.84%

7,481

187

2.49%

 Securities sold under agreements
   to repurchase


146,091


1,567


1.07%


123,820


1,690


1.36%


72,284


2,268


3.14%

 Long-term borrowings

228,963

11,941

5.22%

236,181

14,512

6.14%

333,636

21,082

6.32%

Total interest-bearing liabilities (3)

2,132,138

47,066

2.21%

1,868,387

56,300

3.01%

1,755,467

76,713

4.37%



Noninterest-bearing liabilities:

 

 

 

 

 

 


 

 

 Demand deposits

347,042

 

 

282,104

 

 

234,519

 

 

 Other

56,071

 

 

51,849

 

 

50,214

 

 


Shareholders' equity


318,983

 

 


300,918

 

 


292,073

 

 

 

$2,854,234

 

 

$2,503,258

 

 

$2,332,273

 

 


 

 

 

 

 

 

 

 

 

Net interest income

 

$108,069

 

 

$97,836

 

 

$92,927

 

Net yield on interest-earning assets

 

 

4.04%

 

 

4.13%

 

 

4.18%

 

(1) For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding.
(2) Tax-exempt income is on a fully taxable equivalent basis, including the dividend-received deduction for equity securities, using the statutory federal corporate income tax rate of 35% for 2003, 2002 and 2001.
(3) Yields are calculated using historical cost basis.

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Item 1.  BUSINESS - Continued


The following tables set 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:

 

2003 Compared to 2002
Increase (Decrease) Due to (1)

 

2002 Compared to 2001
Increase (Decrease) Due to (1)

 

Volume

Rate

Net

 

Volume

Rate

Net



(in thousands of dollars)

Interest earned on:

 

 

 

 

 

 

 

  Loans (2)

$19,239

$(15,473)

$3,766

 

$9,851

$(22,752)

$(12,901)

  Taxable investment securities

(470)

(3,879)

(4,349)

 

3,826

(5,465)

(1,639)

  Tax-exempt investment securities (2)

2,126

(538)

1,588

 

698

(448)

250

  Interest-earning deposits

5

(8)

(3)

 

0

(2)

(2)

  Federal funds sold

(2)

(1)

(3)

 

(1,208)

(4)

(1,212)

Total interest-earning assets

$20,898

$(19,899)

$999

 

$13,167

$(28,671)

$(15,504)



Interest paid on:

 

 

 

 

 

 

 

  NOW/Money market accounts

$726

$(1,800)

$(1,074)

 

$1,148

$(6,969)

$(5,821)

  Savings deposits

296

(846)

(550)

 

362

(1,151)

(789)

  Time deposits

1,512

(7,367)

(5,855)

 

1,012

(8,881)

(7,869)

  Federal funds purchased

1,932

(993)

939

 

1,717

(503)

1,214

  Securities sold under agreements
     to repurchase


304


(427)


(123)

 


1,253


(1,831)


(578)

  Long-term borrowings

(444)

(2,127)

(2,571)

 

(5,816)

(754)

(6,570)

Total interest-bearing liabilities

$4,326

$(13,560)

$(9,234)

 

$(324)

$(20,089)

$(20,413)


Change in net interest income


$16,572


$(6,339)


$10,233

 


$13,491


$(8,582)


$4,909


(1) 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.

(2)  Tax-exempt income is on a fully taxable equivalent basis using the statutory federal corporate income tax rate of 35% for 2003, 2002 and 2001.



INFLATION AND CHANGING INTEREST RATES


     The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventory. Fluctuations in interest rates and the efforts of the Federal Reserve Board to regulate money and credit have a greater effect on a financial institution's profitability than do the effects of higher costs for goods and services. Through its Asset/Liability Management Committee ("ALCO"), S&T is positioned to cope with changing interest rates and inflationary trends. ALCO monitors and manages interest rate sensitivity through gap, simulation and duration analysis.


     The schedule below presents S&T's interest rate sensitivity at December 31, 2003 using gap analysis. The gap and cumulative gap represents the net position of assets and liabilities subject to repricing in specified time periods, as measured by a ratio of rate sensitive assets to rate sensitive liabilities. ALCO policy guidelines for cumulative gap in the six and twelve month time frames, annually approved by the S&T Board of Directors, is currently a range of 0.85 to 1.15. Management believes this range provides an acceptable and manageable level of interest rate risk for S&T. Significant to gap analysis is the expected rate of asset prepayment, calls on securities and the behavior of depositors during periods of changing interest rates. For example, in periods of declining interest rates, borrowers can be expected to accelerate loan prepayments and refinancing; depositors will tend to hold those certificates of deposits with rates higher than the then current marke t rate. Conversely, in a rising interest rate scenario, borrower refinancing and prepayments typically decrease, while deposit shifting and early withdrawals tend to accelerate as depositors position funds to earn higher yields.

Page 10

 

 

 

Item 1.  BUSINESS - Continued


     ALCO continually monitors these historical behavior patterns through periods of changing interest rates, and uses this information to develop loan prepayments and decay rates for Core Deposits (demand, NOW, savings). The gap analysis below incorporates a flat rate scenario, and the following significant assumptions:

Monthly loan prepayments above contractual requirements

     3 year ARM - Commercial Real Estate

2.25%

     5 year ARM - Commercial Real Estate

3.00%

     Fixed Rate - Commercial Real Estate

1.50%

     Residential Real Estate

3.75%

     Other Installment Loans

2.50%

Deposit behavioral pattern/decay rate assumptions

 

     NOW and Savings - Year #1

25.00%

     NOW and Savings - Year #2

25.00%

     NOW and Savings - beyond Year #2

50.00%

     Money market pricing is indexed and tiered to market interest rates.

NA

     S&T has not historically experienced fluctuations in demand deposit
          balances during periods of interest rate fluctuations.


NA

Interest Rate Sensitivity
December 31, 2003
(in thousands of dollars)

GAP

1-6 Months

7-12 Months

13-24 Months

>2 Years


Repricing Assets:


 

 

 

  Cash/Due From Banks

$-

$-

$-

$52,361

  Securities

67,075

59,547

72,135

412,326

  Net Loans

1,130,929

210,768

298,034

429,411

  Other Assets

-

-

-

167,686

     Total

$1,198,004

$270,315

$370,169

$1,061,784


Repricing Liabilities:

 

 

 

 

  Demand

$-

$-

$-

$382,364

  NOW

22,540

22,540

45,080

90,157

  Money Market

384,766

-

-

-

  Savings/Clubs

25,118

25,118

50,238

100,475

  Certificates

250,760

123,422

195,943

243,732

  Repos & Short-term Borrowings

432,020

-

-

-

  Long-term Borrowings

25,000

30,540

28,275

33,118

  Swaps

25,000

-

(25,000)

-

  Other Liabilities/Equity

-

-

-

389,066

     Total

$1,165,204

$201,620

$294,536

$1,238,912


Gap


$32,800


$68,695


$75,633


($177,128)


Cumulative GAP


$32,800


$101,495


$177,128


$-



Rate Sensitive Assets/Rate Sensitive Liabilities


Current
Month


Policy
Guideline

Immediate
Core Deposit
Repricing

     Cumulative 6 months

1.03

.85-1.15

0.80

     Cumulative 12 months

1.07

.85-1.15

0.90

Page 11

 

 

 

Item 1.  BUSINESS - Continued


     
S&T's one-year gap position at December 31, 2003 is asset sensitive. Asset sensitive means that more assets than liabilities of S&T will reprice during the measured timeframes. The implications of an asset sensitive position will differ depending upon the current trend of market interest rates.


     For example, with an asset sensitive position in a declining interest rate environment, the cost of S&T repricing assets can theoretically be expected to decline more quickly than the yields on S&T repricing liabilities. This situation would cause a decrease to S&T's interest rate spreads, net interest income and to operating income. Liquidity impacts in this scenario, other than increased costs, would not be material unless serious ongoing declines in operating results caused depositors, lenders and investors to lose confidence.


     Conversely, an asset sensitive gap position in a rising interest rate scenario would theoretically have a positive impact to interest rate spreads, net income and to operating income. Liquidity impacts would not be material in the short-term; in the long-term, improved operating income is always beneficial to liquidity issues.


     Gap analysis usefulness as a measurement of interest rate risk is limited because the time period measured is static. Simulation provides a more dynamic modeling tool for interest rate risk because this technique can incorporate future assumptions about interest rates, volume fluctuations and customer behaviors. ALCO uses simulation to measure changes in net interest income during a 2%, plus or minus, change in current market interest rates (Rate Shock Analysis). Current ALCO policy guidelines require that declines in forecasted annual pretax earnings do not exceed 3% because of Rate Shock Analysis.


     Duration techniques are a relatively new addition to S&T's interest rate risk monitoring tools. Duration modeling is primarily used to assist in matching fundings for large commercial loans, security purchases and segments of the installment loan portfolios.


Securities


     S&T invests in various securities in order to provide a source of liquidity, increase net interest income and as an ALCO tool to quickly reposition the balance sheet for interest rate risk purposes. Securities are subject to similar interest rate and credit risks as loans. In addition, by their nature, securities classified as available for sale are also subject to market value risks that could negatively affect the level of liquidity available to S&T, as well as equity.


     Risks associated with various securities portfolios are managed and monitored by investment policies annually approved by the S&T Board of Directors, and administered through ALCO and the Treasury function of S&T Bank. As of December 31, 2003, management is not aware of any risk associated with securities that would be expected to have a significant, negative effect to S&T's statement of condition or statement of operations.

Page 12

 

 

 

Item 1.  BUSINESS - Continued

     The following table sets forth the carrying amount of securities at the dates indicated:

 

December 31

 

2003

2002

2001

 

(in thousands of dollars)

Available for Sale

 

 

 

Marketable equity securities

$72,591

$71,819

$112,312

Obligations of U.S. government corporations
   and agencies


325,903


286,739


188,111

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


44,251


156,784


151,794

Mortgage-backed securities

45,769

15,828

24,924

U.S. treasury securities

5,744

6,130

6,113

Obligations of states and political subdivisions

67,539

31,004

12,519

Corporate securities

21,464

43,684

66,075

Other securities

27,557

28,795

16,602

TOTAL

$610,818

$640,783

$578,450


Held to Maturity

 

 

 

Obligations of states and political subdivisions

$265

$381

$6,815

TOTAL

$265

$381

$6,815




      
The following table sets forth the maturities of securities at December 31, 2003, and the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of debt securities and estimated prepayment rates on mortgage-backed securities). Tax-equivalent adjustments (using a 35% federal income tax rate) for 2003 have been made in calculating yields on obligations of states and political subdivisions.

 

Maturing

 

Within
One Year

After One But Within Five Years

After Five But Within Ten Years

After
Ten Years

No Fixed
Maturity

 

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

 

(in thousands of dollars)


Available for Sale

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

 

 

 

 

 

 

 

$72,591

Obligations of U.S. government
   corporations and agencies


$75,982


3.67%


$187,171


4.33%


$62,750


4.80%

 

 

 

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



9,411



4.83%



28,223



4.59%



6,617



4.67%

 

 

 

Obligations of states and
    political subdivisions


2,287


4.62%


56,464


4.79%


8,788


5.07%




Mortgage-backed securities

6,184

5.29%

15,745

4.83%

11,260

4.60%

12,580

4.67%

 

U.S. treasury securities

 

 

5,744

7.77%

 

 

 

 

 

Corporate securities

4,095

5.94%

17,369

6.74%

 

 

 

 

 

Other securities

 

 

 

 

 

 

 

 

27,557

     TOTAL

97,959

 

$310,716

 

$89,415

 

$12,580

 

$100,148

Weighted Average Rate

 

4.00%

 

4.66%

 

4.79%

 

4.67%

 



Held to Maturity

 

 

 

 

 

 

 

 

 

Obligations of states and
   political subdivisions


$265


8.31%

 

 

 

 

 

 

 

     TOTAL

$265

 

 

 

 

 

 

 

 

Weighted Average Rate

 

8.31%

 

 

 

 

 

 

 

Page 13

 

 

 

Item 1.  BUSINESS - Continued

Loan Portfolio

     the following table shows S&T's loan distribution at the end of each of the last five years:

 

December 31

 

2003

2002

2001

2000

1999

 

(in thousands of dollars)

Domestic Loans:

 

 

 

 

 

   Commercial, mortgage and
     industrial


$1,328,378


$1,169,138


$1,016,113


$936,313


$830,847

   Real estate - construction

193,874

191,927

115,825

113,856

94,786

   Real estate - mortgage

499,661

541,102

430,261

465,779

466,881

   Installment

78,707

96,726

80,569

89,076

103,763


TOTAL LOANS


$2,100,620


$1,998,893


$1,642,768


$1,605,024


$1,496,277



     The following table shows the maturity of loans (excluding residential mortgages of 1-4 family residences and installment loans) outstanding as of December 31, 2003. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates.

 

Maturing

 

Within
One Year

After One But
Within Five Years

After
Five Years


Total

 

(in thousands of dollars)

Commercial, mortgage and     industrial


$520,687


$499,399


$308,292


$1,328,378

Real estate - construction

45,385

98,750

49,739

193,874

 

$566,072

$598,149

$358,031

$1,522,252




Fixed interest rates

 




$102,568




$50,879

 

Variable interest rates

 

495,581

307,152

 

 

 

$598,149

$358,031

 

Page 14

 

 

 

Item 1.  BUSINESS - Continued

Nonaccrual, Past Due and Restructured Loans


    
The following table summarizes S&T's nonaccrual, past due and restructured loans:

 

December 31

 

2003

2002

2001

2000

1999



(in thousands of dollars)

Nonaccrual loans

$9,120

$5,831

$8,253

$2,897

$2,987


Accruing loans past due 90
  days or more



$-



$-



$-



$-



$-





     At December 31, 2003, $9,120,000 of nonaccrual loans were secured. Interest income that would have been recorded under original terms totaled $546,518. No interest income was accrued on these loans. It is S&T's policy to place loans in all categories on non-accrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due. The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due. At December 31, 2003, there were $3,392,000 of impaired loans that were on nonaccrual. There are no foreign loan amounts required to be included in this table. There were no restructured loans in the periods presented.


Summary of Loan Loss Experience


     Management evaluates the degree of loss exposure for loans on a continuous basis through a formal loan policy as administered by the Loan Administration Department and various management and director committees. Problem loans are identified and continually monitored through detailed reviews of specific large dollar loans, and the analysis of delinquency and charge-off levels of consumer loan portfolios. Charged-off and recovered loan amounts are applied to the allowance for loan losses. Quarterly updates are presented to the S&T Board of Directors as to the status of loan quality.


     Amounts are added to the allowance for loan losses through a charge to current earnings through the provision for loan losses, based upon management's assessment about the adequacy of the allowance for loan losses for probable loan losses. A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the high and average historical charge-off rates for loan categories, fluctuations and trends in the amount of classified loans and economic factors. Economic factors consider the level of S&T's historical charge-offs that have occurrence within the credits economic life cycle. Management also assesses other subjective factors such as economic conditions and business trends, concentrations, growth and composition of the loan portfolio and effectiveness of the Loan Administration Department.


     Significant to this analysis and assessment is the shift in loan portfolio composition to an increased mix of commercial loans. These loans are generally larger in size and, due to our continuing growth, many are not well seasoned and could be more vulnerable to an economic slowdown. Management relies on its risk rating process to monitor trends, which may be occurring relative to commercial loans to assess potential weaknesses within specific credits. Current economic factors and trends in risk ratings are considered in the determination of the allowance for loan losses. During 2003, the risk rating analysis of the portfolio remained relatively stable.

Page 15

 

 

 

Item 1.  BUSINESS - Continued


     Management believes its quantitative analysis and risk-rating process is sufficient and enables it to conclude that the total allowance for loan losses is adequate to absorb probable loan losses.


     The allowance for loan losses considered management's assessment of the factors noted above along with the growth in the loan portfolio. The additions to the allowance charged to operating expense has maintained the allowance as a percent of loans at the following levels at the end of each year presented below:

Year Ended December 31

2003

2002

2001

2000

1999



1.50%



1.51%



1.64%



1.71%



1.81%



     S&T has considered impaired loans in its determination of the allowance for loan losses. The allowance for loan losses for all impaired loans was zero at December 31, 2003 and 2002.


     Asset quality is a major corporate objective at S&T. Based on the evaluation of loan quality and assessment of risk characteristics, management believes that the allowance for loan losses is adequate to absorb probable loan losses.


     This table summarizes S&T's loan loss experience for each of the five years ended December 31:

 

Year Ended December 31

 

2003

2002

2001

2000

1999

 

(in thousands of dollars)


Balance at January 1:


$30,138


$26,926


$27,395


$27,134


$26,677

Charge-offs:

 

 

 

 

 

   Commercial, mortgage and industrial

5,208

6,131

4,728

6,327

4,270

   Real estate - mortgage

905

588

912

864

913

   Installment

1,193

1,102

1,299

1,809

1,819

 

7,306

7,821

6,939

9,000

7,002

Recoveries:

 

 

 

 

 

   Commercial, mortgage and industrial

624

1,118

643

4,450

2,483

   Real estate - mortgage

384

349

404

394

495

   Installment

338

345

423

417

481

 

1,346

1,812

1,470

5,261

3,459

Net charge-offs

5,960

6,009

5,469

3,739

3,543

Provision for loan losses

7,300

7,800

5,000

4,000

4,000

Loan loss reserve acquired in acquisition

-

1,421

-

-

-

Balance at December 31:

$31,478

$30,138</