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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q


(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



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)

(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.
                                                                                                                                                     Yes  X          No


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                                                                     Yes  X          No

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

 


INDEX
S&T BANCORP, INC. AND SUBSIDIARIES


PART I. FINANCIAL INFORMATION


Page No.

Item 1.

Financial Statements

 



Condensed consolidated balance sheets -
   September 30, 2003 and December 31, 2002



3



Condensed consolidated statements of income -
   three and nine months ended September 30, 2003 and 2002



4

 


Condensed consolidated statements of cash flows -
   nine months ended September 30, 2003 and 2002



5

 


Notes to condensed consolidated financial statements


6-9


Item 2.




Item 3.



Item 4.


Management's Discussion and Analysis of Financial Condition and Results of Operations



Quantitative and Qualitative Disclosures about Market Risk



Controls and Procedures



10-17



18



18



PART II. OTHER INFORMATION

 

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

 


SIGNATURES


20

 

Page 2 

 

S&T BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,
2003
(unaudited)

 

December 31, 2002

 

 

 

(000's omitted, except share and per share data)


ASSETS

 

Cash and due from banks

$49,066

 

$50,258

 

Securities:

 

 

 

 

 

Available for sale

625,585

 

640,783

 

 

Held to maturity (market value $287 in 2003 and
$384 in 2002)


287

 


381

 

Total Securities

625,872

 

641,164

 



Loans, net of allowance for loan losses of $31,714 in
   2003 and $30,138 in 2002




2,023,488

 




1,968,755

 

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



LIABILITIES

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest-bearing

$371,413

 

$330,160

 

 

Interest-bearing

1,565,788

 

1,595,959

 

Total Deposits

1,937,201

 

1,926,119

 



Securities sold under repurchase agreements



106,749

 



162,513

 

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



SHAREHOLDERS' EQUITY

 

Preferred stock, without par value, 10,000,000 shares authorized
   and none outstanding


- -

 


- -

 

Common stock ($2.50 par value)

 

 

 

 

 

Authorized - 50,000,000 shares in 2003 and 2002

 

 

 

 

 

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
   3,129,429 at December 31, 2002)


(66,405)

 


(63,263)


TOTAL SHAREHOLDERS' EQUITY


320,936

 


306,114

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
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

For three months ended
September 30,

For nine months ended
September 30,

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


INTEREST EXPENSE

  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
  PROVISION FOR LOAN LOSSES


23,970


21,717


72,406


63,520


NONINTEREST INCOME

  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


NONINTEREST EXPENSE

  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
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

Nine Months Ended September 30,

 

 

2003

 

2002

 

 

(000's omitted)


Operating Activities

 

 

 

Net Income

$38,591

 

$35,716

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

 

 

 

 

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



Investing Activities

 

 

 

 

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)



Financing Activities

 

 

 

 

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

 


(Decrease) increase in Cash and Cash Equivalents


(1,192)



12,456

 

Cash and Cash Equivalents at Beginning of Period

50,258

 

52,783

 

Cash and Cash Equivalents at End of Period

$49,066

 

$65,239

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

Page 5

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003


NOTE A--BASIS OF PRESENTATION


The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete annual financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the annual report on Form 10-K for the year ended December 31, 2002.


Basic earnings per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Options, warrants and other potentially dilutive securities are excluded from the basic calculation, but are included in computing diluted earnings per share.


Components of comprehensive income for S&T include net income and unrealized gains or losses on S&T's available-for-sale securities. During the three and nine months ended September 30, 2003 and 2002, total comprehensive income amounted to $6,273,000, $8,508,000, $37,835,000 and $28,424,000, respectively.


NOTE B - STOCK-BASED COMPENSATION


S&T accounts for stock options using the intrinsic value method. The following proforma information regarding net income and earnings per share assumes stock options granted subsequent to December 31, 1994 had been accounted for under the fair value method and the estimated fair value of the options was amortized to expense over the vesting period. Compensation expense, net of related tax, of $81,000 and zero for the three months and $243,000 and $1,300,000 for the nine months ended September 30, 2003 and 2002, is included in the proforma net income as reported below.

 

Three months ended

 

Nine months ended

 

2003

2002

 

2003

2002

(000's omitted, except per share data)

 

 

 

 

 

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


The fair value was estimated at the grant dates using a Black-Scholes option pricing model with the following assumptions at September 30, 2003 and September 30, 2002, respectively: risk-free interest rates of 3.03% and 4.39%; a dividend yield of 3.6% and 4.0%; volatility of the expected market price of S&T's common stock of .275 and .283; and a weighted-average expected life of five years.


The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because S&T's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

 

Page 6

S&T BANCORP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE C - RECENT ACCOUNTING PRONOUNCEMENT


In January 2003, Financial Accounting Standards Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities (VIEs), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to improve financial reporting of special purpose and other entities was issued. In accordance with FIN 46, business enterprises that represent the primary beneficiary of another entity by retaining a controlling financial interest in that entity's assets, liabilities and results of operating activities must consolidate the entity in its financial statements. Prior to the issuance of FIN 46, consolidation generally occurred when an enterprise controlled another entity through voting interests. The consolidation provisions of FIN 46 apply to VIEs entered into after January 31, 2003, and for VIEs entered into before February 1, 2003, the provisions are effective beginning in periods ending after December 15, 2003. With respect to other interests, in entities subject to FIN 46, includin g low income housing investments, S&T is in the process of determining if it is the primary beneficiary of the variable interest entities.


NOTE D - GOODWILL AND OTHER INTANGIBLES


S&T's balance sheet shows both tangible assets (such as loans, buildings, and investments) and intangible assets (such as goodwill and core deposit intangibles). Goodwill resulting from the acquisitions in 2002 was accounted for in accordance with Statement No. 142 and will be periodically reviewed for impairment as required. The remaining goodwill and other intangibles are comprised of the 1998 purchase of a branch office in Clarion, Pennsylvania and other mortgage servicing assets.


NOTE E - SECURITIES


The amortized cost and estimated market value of securities are as follows:

September 30, 2003

Available for Sale

 


Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Market
Value

 

(000's omitted)

Obligations of U.S. government
 corporations and agencies


$327,076



$9,017



$(1,036)



$335,057

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

 

 

September 30, 2003

Held to Maturity

 


Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Market
Value

 

(000's omitted)

Obligations of states and political subdivisions

$287

 

-

 

-

 

$287

Total

$287

 

-

 

-

 

$287

 

Page 7

S&T BANCORP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE E - SECURITIES

Continued

December 31, 2002

Available for Sale

 


Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Market
Value

 

(000's omitted)

Obligations of U.S. government
 corporations and agencies


$274,613



$12,126



$-



$286,739

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

 

 

December 31, 2002

Held to Maturity

 


Amortized
Cost



Gross
Unrealized
Gains



Gross
Unrealized
Losses



Estimated
Market
Value

 

(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.


The amortized cost and estimated market value of debt securities at September 30, 2003, by contractual maturity, are shown below.


Available for Sale

Amortized
Cost

 

Estimated
Market Value

 

(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

 


Held to Maturity

Amortized
Cost

 

Estimated
Market Value

 

(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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - LOANS AND ALLOWANCE FOR LOAN LOSSES

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:

 

 

 

     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


Changes in the allowance for loan losses for the nine months ended September 30 were as follows:

 

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.

 


September 30, 2003

 


December 31, 2002

 

(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


S&T, in the normal course of business, commits to extend credit and issue standby letters of credit. The obligations are not recorded in S&T's financial statements. Loan commitments and standby letters of credit are subject to S&T's normal credit underwriting policies and procedures and generally require collateral based upon management's evaluation of each customer's financial condition and ability to satisfy completely the terms of the agreement. S&T's exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral. Unfunded commercial loan commitments totaled $444,258,000, unfunded other loan commitments totaled $118,450,000 and obligations under standby letters of credit totaled $222,604,000 at September 30, 2003.


NOTE H - LITIGATION


S&T, in the normal course of business, is subject to various legal proceedings in which claims for monetary damages are asserted. The ultimate resolution of these matters is not expected to materially impact S&T's financial statements.

Page 9

 

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS


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 Bancorp, Inc. and subsidiaries (S&T). This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the selected financial data presented elsewhere in this report.


Financial Condition


Total assets averaged $2.9 billion in the first nine months of 2003 and $2.5 billion for the full year 2002. Average loans increased $266.4 million and average securities and federal funds increased $37.3 million in the first nine months of 2003 compared to the 2002 full year average. Average deposits increased $207.6 million and average borrowings increased $123.5 million during the nine months ended September 30, 2003.


Lending Activity


Average loans increased $266.4 million to $2.0 billion for the nine months ended September 30, 2003 from the 2002 full year average. Included in the average increase is $237.4 million of primarily 1-4 family loans acquired in the Peoples Financial Corporation (Peoples) acquisition which was finalized in the third quarter of 2002. Changes in the composition of the average loan portfolio during 2003 included increases of $76.5 million of commercial loans, $114.5 million of commercial real estate loans, $72.3 million of residential mortgages and $3.1 million of installment loans.


Real estate construction and commercial loans, including mortgage and industrial, currently comprise 70% of the average loan portfolio. Although commercial loans can be an area of higher risk, management believes these risks are mitigated by limiting concentrations and a rigorous underwriting review by loan administration.


Residential mortgage loans currently comprise 26% of the average loan portfolio. Residential mortgage lending continued to be a strategic focus for the third quarter of 2003 through our centralized mortgage origination department, product redesign, secondary market activities and the utilization of commission compensated originators. Management believes that S&T is fairly well insulated from the impact of potential future declines in its local real estate market due to its conservative mortgage lending policies. These policies generally require, for portfolio loans, a maximum term of twenty years for fixed rate mortgages and private mortgage insurance for loans with less than a 20% down payment. At September 30, 2003 the residential mortgage portfolio had a 10% composition of adjustable rate mortgages.


S&T periodically sells longer-term, lower-yielding 1-4 family mortgages to the Fannie Mae. The rationale for these sales is to mitigate interest rate risk associated with holding long-term residential mortgages in the loan portfolio, to generate fee revenue from servicing, and still maintain the primary customer relationship. During the first nine months of 2003, S&T sold $64.6 million of 1-4 family mortgages to Fannie Mae, of which $31.0 million were sold in the third quarter. S&T will continue to sell longer-term loans to Fannie Mae in the future on a selective basis, especially during periods of lower interest rates.


Consumer installment loans currently comprise 4% of the average loan portfolio. Direct auto loans increased $1.8 million for the nine months ending September 30, 2003 as compared to the 2002 full year average due to loans acquired in the Peoples acquisition.


Loan underwriting standards for S&T are established by a formal policy administered by the S&T Bank Credit Administration Department and are subject to the periodic review and approval of the S&T Bank Board of Directors.


Rates and terms for commercial real estate and equipment loans normally are negotiated, subject to such variables as economic conditions, marketability of collateral, credit history of the borrower and future cash flows. The loan to value policy guideline for commercial real estate loans is generally 75-80%.


The loan to value policy guideline is 80% for residential first lien mortgages. Higher loan to value loans can be approved with the appropriate private mortgage insurance coverage. Second lien positions are sometimes incurred with home equity loans, but normally only to the extent that the combined credit exposure for both first and second liens does not exceed 100% of loan to value.


S&T offers a variety of unsecured and secured installment loan and credit card products. However, the majority of the consumer loan portfolio is automobile loans. Loan to value guidelines for direct loans are 90%-100% of invoice for new automobiles and 80%-90% of National Automobile Dealer Association (NADA) value for used automobiles.

 

Page 10

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS


Management intends to continue to pursue quality loans in a variety of lending categories within our market area in order to honor our commitment to provide the best service possible to our customers. S&T's loan portfolio primarily represents loans to businesses and consumers in our market area of Western Pennsylvania rather than to borrowers in other areas of the country or to borrowers in other nations. S&T has not concentrated its lending activities in any industry or group. During the past several years, management has concentrated on building an effective credit and loan administration staff, which assists management in evaluating loans before they are made and in identifying problem loans early.


Security Activity


Average securities increased by $37.4 million in the first nine months of 2003 compared to the 2002 full year average. The average increase was comprised of $111.9 million in U.S. government agency securities, $32.4 million of states and political subdivisions and $6.3 million of Federal Home Loan Bank (FHLB) stock. Offsetting these increases were average decreases of $62.5 million of mortgage-backed securities, $24.8 million of corporate equity securities, $1.2 million in U.S. treasury securities and $24.7 million of other corporate securities.


The equity securities portfolio is primarily comprised of bank holding companies, as well as preferred and utility stocks, to take advantage of the dividends received deduction for corporations. At September 30, 2003, the equity portfolio had net unrealized gains of $27.8 million. The equity securities portfolio consists of securities traded on the various stock markets and are subject to changes in market value. The FHLB capital stock is a membership and borrowing requirement and is acquired and sold at stated value.

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.


A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the high and low historical loss rates by loan categories, fluctuations and trends in the amount of impaired and classified loans and economic factors. Economic factors consider the level of S&T's historical losses that have occurred within the credits' economic life cycle.


Significant to this analysis is the shift in the 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. At this time, S&T's risk rating analysis of the portfolio remains relatively stable even though there has recently been a definitive decline in the general economy in our market area.


Net loan charge-offs totaled $4.2 million in the first nine months of 2003 compared to $3.6 million in the first nine months of 2002. Included in net loan charge-offs is $2.0 million incurred during the first quarter of 2003 for a single commercial loan, which was considered in the determination of the allowance for loan losses in previous quarters. The remaining balance of that partially charged-off commercial loan is $2.0 million and is included in nonperforming loans. Management believes that future business cash flows and/or collateral liquidation will be sufficient to substantially satisfy the outstanding balance. The third quarter net charge-offs of $1.3 million included two commercial loans in the food processing and automotive sales industries that were considered in the determination of the prior period allowance for loan losses. The balance of nonperforming loans, which included nonaccrual loans past due 90 days or more, at September 30, 2003, was $9.7 million or 0.47% of total loans. This compares to nonperforming loans of $5.8 million or 0.29% of total loans at December 31, 2002.

 

Page 11

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS


Asset quality is a major corporate objective at S&T, and management believes that the allowance for loan losses is adequate to absorb probable loan losses.


Deposits


Average total deposits increased by $207.6 million, or 12%, for the nine months ended September 30, 2003 as compared to the 2002 full year average. Included in the average increase is $293.0 million of deposits acquired in the Peoples acquisition. Changes in the average deposit mix included increases of $58.9 million in demand accounts, $77.5 million in money market and NOW accounts, $34.9 million in savings accounts and $36.3 million in time deposits. Some of these changes can be partially explained by customers shifting funds into demand, savings and money market accounts in anticipation of higher interest rates in the future. In addition, contributing to increases in core deposits were strategic initiatives and products such as free checking, online account opening and corporate cash management, as well as the deposits acquired in the Peoples acquisition.


Management believes that the S&T deposit base is stable and that S&T has the ability to attract new deposits, mitigating a funding dependency on volatile liabilities. Special rate deposits of $100,000 and over were 8% of total deposits at September 30, 2003 and 9% at December 31, 2002, respectively, and primarily represent deposit relationships with local customers in our market area. In addition, S&T believes it has the ability to access both public and private markets to raise long-term funding if necessary.


Borrowings


Average borrowings increased $123.5 million for the first nine months ended September 30, 2003 compared to the 2002 full year average and were comprised of retail repurchase agreements (REPOs), wholesale REPOs, federal funds purchased and long-term borrowings. S&T defines repurchase agreements with its local retail customers as retail REPOs; wholesale REPOs are those transacted with other banks and brokerage firms with terms normally ranging from 1 to 14 days.


The average balance in retail REPOs decreased approximately $6.9 million for the first nine months of 2003 compared to the full year 2002 average. S&T views retail REPOs as a relatively stable source of funds since most of these accounts are with local long-term customers. Average wholesale REPOs and federal funds increased by $120.6 million for the first nine months of 2003 compared to the full year 2002 average, in order to take advantage of low rate short-term funds and to better match commercial borrower shifts into more variable rate products.

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.


Capital Resources


Shareholders' equity increased $14.8 million at September 30, 2003, compared to December 31, 2002. Net income was $38.6 million and dividends paid to shareholders were $20.3 million for the nine months ended September 30, 2003. Also affecting capital is a decrease of $0.8 million in unrealized gains on securities available for sale, stock buybacks of 266,504 shares during 2003 at an average cost of $25.76 per share. Authorization for repurchasing up to 1,000,000 shares remains in effect for 2003.


S&T paid 53% of net income in dividends, equating to an annual dividend rate of $1.02 per share during the first nine months of 2003. The book value of S&T's common stock increased from $11.51 at December 31, 2002 to $12.12 at September 30, 2003. The market price of S&T's common stock was $28.50 per share at September 30, 2003, compared to $25.05 per share at December 31, 2002.


S&T continues to maintain a strong capital position with a leverage ratio of 8.7% as compared to the minimum regulatory guideline of 3.0%. S&T's risk-based capital Tier I and Total ratios were 10.5% and 12.3%, respectively, at September 30, 2003. These ratios place S&T above the Federal Reserve Board's risk-based capital guidelines of 4.0% and 8.0% for Tier I and Total, respectively.

 

Page 12

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

Nine months ended September 30, 2003 compared to
Nine months ended September 30, 2002

Net Income


Net income was $38.6 million or $1.45 per share diluted earnings for the first nine months of 2003 as compared to $35.7 million or $1.33 per share diluted earnings for the same period of 2002. The increase during the first nine months of 2003 was primarily the result of increases in net interest income and noninterest income, offset by lower equity security gains and higher loan loss provision expense.


Net Interest Income


On a fully taxable equivalent basis, net interest income increased $10.4 million or 15% in the first nine months of 2003 compared to the same period of 2002. The net interest margin on a fully taxable equivalent basis was 4.05% in the first nine months of 2003 as compared to the 4.11% in the same period of 2002.


In the first nine months of 2003 average loans increased $343.3 million, and average securities and average federal funds sold increased $34.1 million as compared to the same period of 2002. The yields on average securities decreased by 193 basis points from the comparable period in 2002 and the yield on average loans decreased by 77 basis points.


In the first nine months of 2003 balances of average interest-bearing deposits increased by $205.2 million as compared to the same period of 2002. The cost of deposits totaled 2.02%, a decrease of 81 basis points from the comparable period in 2002 due to decreased rates paid on both core and time deposits. The cost of REPOs and other borrowed funds decreased 118 basis points to 3.06%.


Positively affecting net interest income was a $32.7 million increase in average net free funds. Average net free funds are the excess of demand deposits, other non-interest bearing liabilities and shareholders' equity over nonearning assets. During the first quarter of 2003, dividend income included the impact of special dividends. Also during the first nine months of 2003, $0.9 million of prepayment penalties were received for the early prepayment of large commercial loans.


Maintaining consistent spreads between earning assets and interest-bearing liabilities is very significant to S&T's financial performance because net interest income comprises 79% of operating revenue. A variety of asset/liability management strategies were successfully implemented within prescribed Asset/Liability Committee risk parameters that enabled S&T to maintain a net interest margin reasonably consistent with historical levels during a volatile interest rate environment. The level and mix of funds are monitored by the Asset/Liability Committee in order to mitigate the interest rate sensitivity and liquidity risks of the balance sheet.

Page 13

 

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

 

 

Nine Months Ended September 30,

 

2003

 

2002

 

(dollars in thousands)

 

Average
Balance

 


Interest

 

Average
Rate

 

Average
Balance

 


Interest

 

Average
Rate

ASSETS

 

 

 

 

 

 

 

 

 

 

 

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%


Noninterest-earning assets


181.5







118.1





      TOTAL

$2,854.3

 

 

 

 

 

$2,413.4

 

 

 

 


LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

  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%


Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

  Demand deposits

341.0

 

 

 

 

 

269.6

 

 

 

 

  Shareholders' equity/Other

372.7

 

 

 

 

 

348.0

 

 

 

 

      TOTAL

$2,854.3

 

 

 

 

 

$2,413.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net yield on interest-earning assets

 

 

 

 

4.05%

 

 

 

 

 

4.11%

Provision for Loan Losses


The provision for loan losses was $5.8 million for the first nine months of 2003 and $4.8 million for the same period of 2002. The provision is the result of management's assessment of economic conditions, credit quality statistics, loan administration effectiveness and other factors that would have an impact on probable losses in the loan portfolio. Also affecting the amount of provision expense is loan growth, portfolio composition and trends within risk ratings.


Credit quality indicators are important factors in determining the amount of provision expense. 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 $4.2 million and $3.6 million for the first nine months of 2003 and 2002, respectively. Also affecting the amount of provision expense are 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-sized commercial loans, which present an inherently higher risk than other types of loans in the portfolio.


Noninterest Income


Noninterest income, excluding security gains, increased $3.0 million or 16% in the first nine months of 2003 as compared to the same period of 2002. Increases included $0.9 million or 15% in service charges and fees, $0.7 million or 31% in insurance and $1.4 million or 23% in other income. Security gains decreased $2.3 million in the first nine months of 2003 as compared to the same period of 2002.


The $0.9 million increase in service charges on deposit accounts was primarily the result of management's continual effort to implement reasonable fees for services performed and to manage closely the collection of these fees. Also positively affecting this period's service charges on deposit accounts were the addition of deposit customers from the Peoples acquisition. The $0.7 million increase in insurance is primarily attributable to the acquisition of Evergreen Insurance in the third quarter of 2002. The $1.4 million increase in other income was primarily related to higher performance levels for mortgage banking.

 

Page 14

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS


S&T recognized $3.3 million of gains on available for sale equity securities in the first nine months of 2003 as compared to $5.6 million in the same period of 2002. The equity security gains were taken on available for sale securities in the first nine months of 2003 and 2002 in order to maximize returns in the portfolio by taking advantage of market opportunities when presented and to reduce the holdings of corporate debt securities. Unrealized gains, net of unrealized losses, in the available for sale equity portfolio totaled $27.8 million at September 30, 2003.


Noninterest Expense


Noninterest expense increased by $5.1 million or 14% during the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002. Staff expense increased $3.3 million or 17% primarily attributable to higher medical and pension costs, and higher staffing levels required to implement new initiatives in fee based business lines and from the Evergreen and Peoples acquisitions. Average full-time equivalent staff was 765 at September 30, 2003 and 689 at September 30, 2002. Occupancy expense increased $0.4 million or 9% for the nine months ended September 30, 2003 as compared to the same period of 2002 and data processing expense increased $0.3 million or 12% for the nine months ended September 30, 2003 as compared to the same period of 2002, reflecting the increased size of S&T's infrastructure following the two acquisitions in 2002. Other expense increased $1.1 million or 10%. These increases reflect the normal changes due to increased activity levels. S&T's efficiency ratio, whic h measures noninterest expense as a percent of recurring noninterest income plus net interest income on a fully taxable equivalent basis, was 42% at September 30, 2003 and 2002, respectively. Tax-exempt income on a fully-taxable equivalent basis using the statutory corporate income tax rate of 35% was $2.7 million and $2.3 million for the nine months ended September 30, 2003 and 2002, respectively.


Federal Income Taxes


Federal income tax expense increased $1.5 million for the nine months ended September 30, 2003 as compared to the same period of 2002. The effective tax rate for the first nine months of 2003 was 29% and 28% in 2002, which is below the 35% statutory rate due to benefits resulting from tax-exempt interest, excludable dividend income, low income housing tax credits and the defined contribution retirement plan dividend deduction which became effective in the first quarter of 2002.

Three months ended September 30, 2003 compared to
Three months ended September 30, 2002

Net Income


Net income was $13.3 million or $0.50 per share diluted earnings in the third quarter of 2003 compared to $12.4 million or $0.46 per share diluted earnings for the same period of 2002.


Net Interest Income


On a fully taxable equivalent basis, net interest income increased $1.6 million or 6% in the third quarter of 2003 compared to the same period of 2002. The significant cause of this increase in net interest income was an increase of $320.8 million of average earning assets, primarily from the Peoples acquisition. The Peoples acquisition added approximately $60.0 million of investment securities, $237.4 million of loans and $293.0 million of deposits at the time of merger in September of 2002. Net interest margin on a fully taxable equivalent basis was 3.87% for the third quarter of 2003, as compared to 4.13% for the same period of 2002. The decrease in the net interest margin is primarily due to significant loan refinancing activities and accelerated repayments in mortgage-backed securities during a period of historically low interest rates. This affect to net interest income was offset through higher earning asset volumes and the growth in net free funds.

 

Page 15 

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

 

 

Three Months Ended September 30,

 

2003

 

2002

 

(dollars in thousands)

 

Average
Balance

 


Interest

 

Average
Rate

 

Average
Balance

 


Interest

 

Average
Rate

ASSETS

 

 

 

 

 

 

 

 

 

 

 

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%


Noninterest-earning assets


185.6







128.5





      TOTAL

$2,888.4

 

 

 

 

 

$2,510.5

 

 

 

 


LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

  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%


Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

  Demand deposits

361.7

 

 

 

 

 

287.4

 

 

 

 

  Shareholders' equity/Other

376.0

 

 

 

 

 

360.2

 

 

 

 

      TOTAL

$2,888.4

 

 

 

 

 

$2,510.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net yield on interest-earning assets

 

 

 

 

3.87%

 

 

 

 

 

4.13%

Provision for Loan Losses


The provision for loan losses was $1.5 million in the third quarter of 2003 and $2.3 million for the same period of 2002. Net loan charge-offs totaled $1.3 million for the third quarter of 2003 compared to $2.6 million for the same period of 2002. The third quarter net charge-offs included two commercial loans in the food processing and automotive sales industries that were considered in the determination of the prior period allowance for loan losses. The provision is the result of management's assessment of economic conditions, credit quality statistics, loan administration effectiveness and other factors that could have an impact on inherent losses in the loan portfolio. Also affecting the amount of provision expense is loan growth, portfolio composition and trends within risk ratings.

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.


Noninterest Income


Noninterest income, excluding security gains, increased $1.4 million or 20% in the third quarter of 2003 as compared to 2002. Increases included $0.1 million or 4% in service charges, $0.1 million or 9% in insurance and $1.2 million or 54% in other income. Security gains decreased $1.1 million in the third quarter of 2003 as compared to the same period of 2002.


The $0.1 million increase in service charges on deposit accounts was primarily the result of management's continual effort to implement reasonable fees for services performed and to manage closely the collection of these fees. The $0.1 million increase in insurance is primarily attributable to the acquisition of Evergreen in the third quarter of 2002. The increase of $1.2 million in other income was primarily related to higher performance levels for mortgage banking. Included in mortgage banking income for the third quarter of 2003 is a $0.6 million reduction in the valuation allowance for residential mortgage servicing rights as a result of favorable changes in mortgage pricing during the quarter. Increases in long and intermediate term interest rates during the third quarter significantly reduced the prepayment speeds in the $157.2 million serviced loan portfolio. Noninterest income areas continue to be the focus of several strategic initiatives and product enhancements that were implemented in order to ex pand these sources of revenue.

 

Page 16

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS


S&T recognized $1.1 million of gains on available for sale securities in the third quarter of 2003 as compared to $2.2 million in the same period of 2002. The equity security gains were taken on available for sale securities in the third quarter of 2003 and 2002 in order to maximize returns in the portfolio by taking advantage of market opportunities when presented. Included in gains on available for sale securities for the third quarter of 2003 is $0.4 million related to appreciated equity securities donated to the S&T Charitable Foundation. Unrealized gains, net of unrealized losses, in the available for sale equity portfolio totaled $27.8 million at September 30, 2003.


Noninterest Expense


Noninterest expense increased $1.4 million or 11% in the third quarter of 2003 as compared to the third quarter of 2002. Staff expense increased $1.4 million or 21% and primarily attributable to higher medical and pension costs, and higher staffing levels required to implement new initiatives in fee based business lines and the Evergreen and Peoples acquisitions. Other expense increased $0.1 million or 2%. These increases reflect the normal changes due to increased activity levels and larger organizational size following the two acquisitions in 2002, the aforementioned charitable contribution, offset by $0.6 million of acquisition expenses incurred in the third quarter of 2002. Occupancy expense decreased $0.1 million or 4% as compared to the same period of 2002, primarily as a result of a gain on the disposition of a branch building.


Federal Income Taxes


Federal income tax expense increased $0.3 million in the third quarter of 2003 as compared to the third quarter of 2002. The effective tax rate for the third quarter of 2003 and 2002 was approximately 28% and 29%, respectively, which is below the 35% statutory rate due to benefits resulting from tax-exempt interest, excludable dividend income, low income housing tax credits and the donation of appreciated equity securities.


Critical Accounting Policies and Judgements


S&T's consolidated financial statements are prepared based upon the application of certain critical accounting policies affecting accounts such as: securities, allowance for loan losses and goodwill and other intangibles. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect S&T's reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on S&T's future financial condition and results of operations. S&T's critical accounting policies are presented in Management's Discussion and Analysis in S&T's Annual Report on Form 10-K, filed with the SEC on March 21, 2003. There have been no material changes in S&T's critical accounting policies since December 31, 2002.


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995


The statements in this Annual Report, which are not historical fact, are forward looking statements that involve risks and uncertainties, including, but not limited to, the interest rate environment, the effect of federal and state banking and tax regulations, the effect of economic conditions, the impact of competitive products and pricings, and other risks detailed in S&T's Securities and Exchange Commission filings.

 

Page 17

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


Item 1.


Legal Proceedings




Not Applicable


Item 2.


Changes in Securities and Use of Proceeds




Not Applicable


Item 3.


Defaults Upon Senior Securities




Not Applicable


Item 4.


Submission of Matters to a Vote of Security Holders



Not Applicable


Item 5.


Other Information




Not Applicable


Item 6.


Exhibits and Reports on Form 8-K

 


(a)


The following exhibits are filed herewith.

 

 

Exhibit 31

Certifications of the Chief Executive Officer and Chief Financial Officer

 

 

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

 

Page 18 

OTHER INFORMATION - continued

 


(b)


Reports on Form 8-K

 

 


Form 8-K dated October 21, 2003


S&T Bancorp, Inc. today announced record earnings for the quarter and year-to-date 2003. Diluted earnings per share increased 9 percent to $0.50 from $0.46 in the third quarter of 2002. Net income increased 7 percent to $13.3 million from $12.4 million in the third quarter of 2002. The higher performance level of earnings per share as compared to net income is attributed to stock repurchases during the last 12 months.


For the nine months ending September 30, 2003, net income totaled $38.6 million and diluted earnings per share were $1.45, compared to $35.7 million of net income and $1.33 diluted earnings per share for the nine months ending September 30, 2002.

 

 


Form 8-K dated August 29, 2003


Officials of S&T Bancorp, Inc. today announced that James C. Miller, President and CEO, has entered into a plan pursuant to Rule 10b5-1 under the Securities and Exchange Act of 1934 to sell up to 70,000 shares of S&T Bancorp, Inc. common stock. These shares are issuable upon exercise of certain stock options that were issued to Mr. Miller in 1994-1996. Following the planned sales, Mr. Miller will continue to hold options to purchase 130,000 shares of S&T Bancorp, Inc. common stock. In addition, Mr. Miller and his immediate family will continue to own, directly or indirectly, more than 50,000 shares of S&T Bancorp, Inc. common stock. This 10b5-1 plan was established by Mr. Miller as part of his personal financial planning.

 

 


Form 8-K dated July 21, 2003


S&T Bancorp, Inc. today announced net income of $12.8 million or $0.48 diluted earnings per share for the second quarter of 2003, compared to $11.8 million net income and $0.44 diluted earnings per share for the second quarter ending June 30, 2002, representing an 8 percent and 9 percent increase for net income and earnings per share, respectively.


For the six months ending June 30, 2003, net income totaled $25.3 million and diluted earnings per share were $0.95, a 9 percent increase as compared to $23.3 million of net income and $0.87 diluted earnings per share for the six months ending June 30, 2002.

 

 


Form 8-K dated April 21, 2003


 S&T Bancorp, Inc. today announced net income of $12.5 million or $0.47 diluted earnings per share for the quarter ending March 31, 2003, representing a 9 percent increase compared to net income of $11.5 million or $0.43 diluted earnings per share for the first quarter of 2002.

 

 


Form 8-K dated January 20, 2003


 S&T Bancorp, today announced record earnings for the fourth quarter and the year ending December 31, 2002. Diluted earnings per share increased 9 percent in the fourth quarter to $0.48 per share from $0.44 per share in 2001. Net income also increased 9 percent to $12.9 million from $11.9 million in the year ago period. For the year ending December 31, 2002, diluted earnings per share, increased 3 percent to $1.81 from $1.75 in 2001. Net income increased 3 percent to $48.6 million from $47.3 million in 2001.

 

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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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