Form 10-Q
Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2010

OR

 

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

For the transition period from            To            

Commission file number 0-12508

 

 

S&T BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   25-1434426

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

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

800-325-2265

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

 

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, $2.50 Par Value - 27,657,051 shares as of April 23, 2010

 

 

 


Table of Contents

INDEX

S&T BANCORP, INC. AND SUBSIDIARIES

 

             Page No.    

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  
 

Consolidated Balance Sheets – March 31, 2010 and December 31, 2009

   3    
 

Consolidated Statements of Income (Loss) – Three Months Ended March 31, 2010 and 2009

   4    
 

Consolidated Statements of Changes in Shareholders’ Equity – Three Months Ended March 31, 2010 and 2009

   5    
 

Consolidated Statements of Cash Flows – Three Months Ended March 31, 2010 and 2009

   6    
 

Notes to Consolidated Financial Statements

   7-23    

Item 2.

 

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

   23-35    

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   35-36    

Item 4.

 

Controls and Procedures

   36    

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

   37    

Item 1A.

 

Risk Factors

   37    

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   37    

Item 3.

 

Defaults Upon Senior Securities

   37    

Item 4.

 

Reserved

   37    

Item 5.

 

Other Information

   37    

Item 6.

 

Exhibits

   37    
 

Signatures

   38    

 

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Table of Contents

S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share and per share data)

 

  

March 31, 2010

(Unaudited)

 

   

December 31, 2009      

(Audited)      

 

ASSETS

    

Cash and due from banks

   $ 72,605      $ 69,152     

Securities available-for-sale

     328,729        354,860     

Federal Home Loan Bank stock, at cost

     23,542        23,542     

Loans held for sale

     3,109        6,073     

Portfolio loans

     3,395,294        3,398,334     

Allowance for loan losses

     63,023        59,580     

Portfolio loans, net

     3,332,271        3,338,754     

Premises and equipment, net

     40,015        40,990     

Goodwill

     165,273        165,167     

Other intangibles, net

     8,885        9,408     

Bank owned life insurance

     53,345        52,863     

Other assets

     107,993        109,666     

Total Assets

   $ 4,135,767      $ 4,170,475     

LIABILITIES

    

Deposits:

    

Noninterest-bearing demand

   $ 709,422      $ 712,120     

Interest-bearing demand

     252,535        260,554     

Money market

     250,699        289,367     

Savings

     753,040        752,130     

Certificates of deposit

     1,380,120        1,290,370     

Total Deposits

     3,345,816        3,304,541     

Securities sold under repurchase agreements

     47,996        44,935     

Short-term borrowings

     -        51,300     

Long-term borrowings

     45,631        85,894     

Junior subordinated debt securities

     90,619        90,619     

Other liabilities

     44,962        39,868     

Total Liabilities

     3,575,024        3,617,157     

SHAREHOLDERS’ EQUITY

    

Fixed rate cumulative perpetual preferred stock, series A, no par value, $1,000 per share
liquidation preference
Authorized—10,000,000 shares in 2010 and 2009
Issued and outstanding—108,676 in 2010 and 2009

     105,558        105,370     

Common stock ($2.50 par value)
Authorized—50,000,000 shares in 2010 and 2009
Issued—29,714,038 shares in 2010 and 2009

    

Outstanding—27,777,931 shares at March 31, 2010 and 27,746,554 shares at December 31, 2009

     74,285        74,285     

Additional paid-in capital

     51,240        51,158     

Retained earnings

     388,291        383,118     

Accumulated other comprehensive loss

     (5,095     (6,214)    

Treasury stock (1,936,107 shares at March 31, 2010 and 1,967,484 shares at December 31, 2009, at cost)

     (53,536     (54,399)    

Total Shareholders’ Equity

     560,743        553,318     

Total Liabilities and Shareholders’ Equity

   $ 4,135,767      $ 4,170,475     

See Notes to Consolidated Financial Statements

 

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S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

    

Three Months Ended March 31,

 

 

(dollars and share data in thousands, except per share data)

 

  

2010

 

  

2009

 

 

INTEREST INCOME

     

Loans, including fees

   $ 42,219    $ 46,124   

Investment securities:

     

Taxable

     2,177      3,100   

Tax-exempt

     796      1,024   

Dividends

     132      176   

Total Interest Income

     45,324      50,424   

INTEREST EXPENSE

     

Deposits

     7,608      11,081   

Securities sold under repurchase agreements

     43      48   

Short-term borrowings

     74      195   

Long-term borrowings and junior subordinated debt securities

     1,685      2,955   

Total Interest Expense

     9,410      14,279   

NET INTEREST INCOME

     35,914      36,145   

Provision for loan losses

     4,430      21,389   

Net Interest Income After Provision for Loan Losses

     31,484      14,756   

NONINTEREST INCOME

     

Security gains (losses), net

     153      (1,246

Service charges on deposit accounts

     2,971      3,056   

Wealth management fees

     1,984      1,743   

Insurance fees

     2,368      1,862   

Mortgage banking

     410      644   

Debit and credit card fees

     1,381      1,538   

Other

     2,076      1,419   

Total Noninterest Income

     11,343      9,016   

NONINTEREST EXPENSE

     

Salaries and employee benefits

     12,565      11,655   

Occupancy, net

     1,984      1,879   

Furniture and equipment

     1,088      1,203   

Other taxes

     945      817   

Data processing

     1,603      1,468   

Amortization of intangibles

     524      606   

Legal

     2,216      311   

Joint venture amortization

     628      655   

FDIC assessment

     1,301      1,941   

Other

     5,076      4,903   

Total Noninterest Expense

     27,930      25,438   

Income (Loss) Before Taxes

     14,897      (1,666

Provision for Income Taxes

     3,593      176   

Net Income (Loss)

     11,304      (1,842

Preferred stock dividends and amortization of discount

     1,547      1,283   

Net Income (Loss) Available to Common Shareholders

   $ 9,757    $ (3,125

Earnings per common share—basic

   $ 0.35    $ (0.11

Earnings per common share—diluted

     0.35      (0.11

Dividends declared and paid per common share

     0.15      0.31   

Average common shares outstanding—basic

     27,724      27,605   

Average common shares outstanding—diluted

     27,753      27,605   

See Notes to Consolidated Financial Statements

 

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S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(dollars in thousands, except share and per share data)

 

 

Comprehensive

(Loss) Income

 

   

Preferred

Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

   

Retained

Earnings

 

   

Accumulated

Other

Comprehensive

Loss

 

   

Treasury

Stock

 

   

Total

 

 

Balance at January 1, 2009

    $             -   $74,285   $43,327      $402,608      $(13,986   $(57,540   $448,694   

Net loss for three months ended March 31, 2009

  $(1,842         (1,842       (1,842

Other Comprehensive Income, Net of Tax

               

Change in unrealized gains on securities of $210 net of reclassification adjustment for losses included in net loss of $1,246 and tax expense of $510

  946              946        946   

Adjustment to funded status of pension, net of tax expense $133

  248              248        248   

Comprehensive Income

  $(648              

Preferred stock dividends and amortization of discount

    151       (1,283       (1,132

Cash dividends declared ($0.31 per share)

          (8,568       (8,568

Treasury stock issued (4,389 shares)

        (93       121      28   

Recognition of restricted stock compensation expense

        108            108   

Tax benefit from nonstatutory stock options exercised

        4            4   

Recognition of nonstatutory stock option compensation expense

        114            114   

Issuance of preferred stock (1)

    104,664             104,664   

Warrant for common stock issuance (1)

                4,012                        4,012   

Balance at March 31, 2009

        $104,815   $74,285   $47,472      $390,915      $(12,792   $(57,419   $547,276   
                                             

Balance at January 1, 2010

    $105,370   $74,285   $51,158      $383,118      $(6,214   $(54,399   $553,318   

Net income for three months ended March 31, 2010

  $11,304            11,304          11,304   

Other Comprehensive Income, Net of Tax

               

Change in unrealized gains on securities of $1,642 net of reclassification adjustment for gains included in net income of $153 and tax expense of $521

  968              968        968   

Adjustment to funded status of pension, net of tax expense $81

  151              151        151   

Comprehensive Income

  $12,423                 

Preferred stock dividends and amortization of discount

    188       (1,547       (1,359

Cash dividends declared and paid ($0.15 per share)

          (4,163       (4,163

Treasury stock issued (34,939 shares)

          (421     863      442   

Recognition of restricted stock compensation expense

        186            186   

Forfeitures of nonstatutory stock options

                (104                     (104

Balance at March 31, 2010

        $105,558   $74,285   $51,240      $388,291      $(5,095   $(53,536   $560,743   

(1)    The preferred stock issued to the U.S. Treasury in the amount of $104,664 is presented net of a discount of $4,012.

See Notes to Consolidated Financial Statements

 

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S&T BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

     Three Months Ended March 31,      
(dollars in thousands)            2010             2009

OPERATING ACTIVITIES

    

Net income (loss)

   $ 11,304      $ (1,842)    

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Provision for loan losses

     4,430        21,389     

Provision for unfunded loan commitments

     (240     82     

Depreciation and amortization

     1,713        1,663     

Net amortization of investment security premiums

     184        276     

Recognition of stock-based compensation expense

     172        (348)    

Security (gains) losses, net

     (153     1,246     

Deferred income taxes

     (1,083     (5,290)    

Tax benefits from stock-based compensation

     -        (4)    

Mortgage loans originated for sale

     (21,524     (35,740)    

Proceeds from the sale of loans

     24,488        30,478     

Gain on the sale of loans, net

     (244     (180)    

Net decrease in interest receivable

     934        3,968     

Net decrease in interest payable

     (530     (313)    

Net decrease in other assets

     1,785        2,913     

Net increase (decrease) in other liabilities

     6,006        (3,871)    

Net Cash Provided by Operating Activities

     27,242        14,427     

INVESTING ACTIVITIES

    

Proceeds from maturities of securities available-for-sale

     56,778        73,834     

Proceeds from sales of securities available-for-sale

     1,387        1,993     

Purchases of securities available-for-sale

     (30,576     (29,558)    

Net decrease in loans

     1,063        51,071     

Purchases of premises and equipment

     (123     (679)    

Proceeds from the sale of premises and equipment

     26        1,187     

Net Cash Provided by Investing Activities

     28,555        97,848     

FINANCING ACTIVITIES

    

Net decrease in demand deposits

     (48,475     (44,874)    

Net increase in certificates of deposit

     89,713        60,655     

Net decrease in short-term borrowings

     (51,300     (194,500)    

Net increase (decrease) in securities sold under repurchase agreements

     3,061        (1,496)    

Repayments of long-term borrowings

     (40,263     (38,668)    

Proceeds from issuance of preferred stock and common stock warrants

     -        108,676     

Sale of treasury stock

     442        28     

Preferred stock dividends

     (1,359     (438)    

Cash dividends paid to common shareholders

     (4,163     (7,864)    

Tax benefits from stock-based compensation

     -        4     

Net Cash Used in Financing Activities

     (52,344     (118,477)    

Net increase (decrease) in cash and cash equivalents

     3,453        (6,202)    

Cash and cash equivalents at beginning of year

     69,152        69,780     

Cash and Cash Equivalents at End of Period

   $ 72,605      $ 63,578     

Supplemental Disclosures

    

Transfers (from) to other real estate owned and other repossessed assets

   $ (1,520   $ 601     

Interest paid

     1,917        3,987     

Income taxes paid (1)

     -        243     

(1)    No income taxes were paid during the first quarter of 2010 due to prior year overpayment.

See Notes to Consolidated Financial Statements

 

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S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

 

Nature of Operations

The accompanying unaudited Consolidated Financial Statements of S&T Bancorp, Inc. and subsidiaries (“S&T”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete 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 three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

S&T operates in three business segments, providing a full range of services to individual and corporate customers through Community Banking, Wealth Management and an Insurance Agency. The Consolidated Balance Sheet as of December 31, 2009 has been extracted from the audited financial statements included in S&T’s 2009 annual report on Form 10-K. 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, 2009, as filed with the Securities and Exchange Commission (“SEC”) on February 26, 2010.

Accounting Policies

The financial statements of S&T have been prepared in accordance with GAAP. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods then ended. Actual results could differ from those estimates.

Principals of Consolidation

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

Recently Issued Accounting Pronouncements

Accounting for Transfers of Financial Assets

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement regarding accounting for transfers of financial assets, which eliminates the qualifying special-purpose entities (“QSPEs”) concept and associated guidance that had been a significant source of complexity, creates more stringent conditions for reporting a transfer of a portion of financial asset as a sale, clarifies other sale accounting criteria and changes the initial measurement of a transferor’s interest in transferred financial assets. The accounting pronouncement was effective as of January 1, 2010. The adoption of this pronouncement did not have a material impact on S&T’s Consolidated Financial Statements.

Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities

In June 2009, the FASB issued a pronouncement regarding consolidation accounting, which requires former QSPEs to be evaluated for consolidation and also changes the approach to determining a variable interest entity’s (“VIE”) primary beneficiary. The pronouncement also requires more frequent reassessment as to whether they must consolidate VIEs. The application of this pronouncement to investment companies was deferred indefinitely. This pronouncement was effective as of January 1, 2010. The adoption of this pronouncement did not have a material impact on S&T’s Consolidated Financial Statements.

Fair Value Measurements

In January 2010, the FASB issued an accounting standards update that required more robust disclosures on the fair value of assets and liabilities when an asset or liability is transferred in the fair value hierarchy in or out of Level 1 and 2. This update must be applied for interim and annual periods beginning after January 1, 2010. The adoption of this pronouncement did not have a material impact on S&T’s Consolidated Financial Statements.

 

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S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

Future Application of Accounting Pronouncements

Fair Value Measurements

Pursuant to the January 2010 FASB accounting standards update, further disclosures will be required for the activity within Level 3 of the fair value hierarchy regarding purchases, sales, issuances and settlements. This requirement is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years, although early adoption is permitted. The accounting standards update requires additional disclosure and will have no impact on the Consolidated Financial Statements.

Reclassification

Certain amounts in prior years’ financial statements have been reclassed to conform to the current year’s presentation. The reclassifications had no significant effect on S&T’s financial condition or results of operations.

NOTE 2. CAPITAL PURCHASE PROGRAM

 

On January 16, 2009, S&T completed a $108.7 million capital raise as a participant in the U.S. Treasury Capital Purchase Program (the “CPP”). In conjunction with S&T’s participation in the CPP, S&T issued to the U.S. Treasury 108,676 shares of S&T’s Series A Preferred Stock. The Series A Preferred Stock pays cumulative dividends at a rate of five percent per year for the first five years and thereafter at a rate of nine percent per year. As part of its purchase of the Series A Preferred Stock, the U.S. Treasury received a Warrant to purchase 517,012 shares of S&T’s common stock at an initial per share exercise price of $31.53. The Warrant provides for the adjustment of the exercise price and the number of shares of S&T’s common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of S&T’s common stock and upon certain issuances of S&T’s common stock at or below a specified price relative to the initial exercise price.

Under changes made to the CPP by the American Recovery and Reinvestment Act of 2009 (“ARRA”), subject to approval by banking regulatory agencies, S&T can redeem the Series A Preferred Stock, plus any accrued and unpaid dividends, at any time. If S&T only redeems part of the CPP investment, then it must pay a minimum of 25 percent of the issuance price, or $27.2 million. The consent of the U.S. Treasury will be required for S&T to increase its common stock dividend (above the dividend amount prior to the participation in the CPP) or repurchase its common stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances through January 16, 2012. The consent of the U.S Treasury will not be required if S&T has redeemed the Series A Preferred Stock or the U.S. Treasury has transferred the Series A Preferred Stock to a third party. In addition, the Series A Preferred Stock issuance includes certain restrictions on executive compensation that could limit the tax deductibility of compensation S&T pays to executive management.

The proceeds received in conjunction with the issuance of the Series A Preferred Stock and the Warrant were allocated to the preferred stock based on their relative fair values. Estimated fair value was determined using a discounted cash flow model with a 10 percent discount rate. The discount rate was determined by comparison to a group of similarly rated preferred securities in the banking sector. The level yield method is used to amortize the discount on the preferred stock over a period of five years. Management engaged an outside expert to calculate the estimated fair value of the common stock warrants issued by S&T on January 16, 2009. A binomial pricing model was used resulting in an estimated fair value of $4.0 million.

The assumptions used to calculate the estimated fair value of the warrants are summarized below:

 

Assumption    Value

Contractual term

   10 years

Exercise price

   $31.53

Estimated fair value of company stock

   $29.14

Expected life

   10 years

Risk-free rate over expected life of the warrant

   2.36%

Expected volatility

   28.4%

Expected dividend yield

   3.85%

S&T utilized the average of daily and monthly historical volatility for purposes of this valuation. The Warrant expires ten years from the issuance date. In addition, the U.S. Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the Warrant.

NOTE 3. FAIR VALUE MEASUREMENTS

 

S&T uses fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. Securities available-for-sale, trading assets and derivatives are recorded at their estimated fair value on a recurring basis. Additionally, from time to time, S&T may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, other real estate owned (“OREO”), mortgage servicing rights (“MSRs”) and certain other assets.

 

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S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction.

In determining fair value, S&T uses various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, which is developed based on market data obtained from sources independent of S&T. Unobservable inputs reflect S&T’s estimate of assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

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

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation methodologies that S&T uses for financial instruments recorded at estimated fair value on either a recurring or nonrecurring basis:

Recurring Basis

Securities Available-for-Sale

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

S&T obtains estimated fair values for debt securities from a third-party pricing service, which utilizes several sources for valuing fixed-income securities. The market evaluation sources for debt securities include observable inputs rather than significant unobservable inputs and are classified as Level 2.

S&T’s collateralized mortgage obligations and mortgage-backed securities of U.S. government corporations and agencies are valued based on market data. The service provider utilizes evaluated pricing models that vary by asset class and include available trade, bid and other market information. Generally, the methodologies include broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

S&T’s obligations of states and political subdivisions portfolio is valued using proprietary valuation matrices from the service provider. The market evaluation model includes a separate curve structure for the bank-qualified versus general market municipals. For the bank-qualified municipals, the source is the service provider’s own trading desk. Securities are further broken down according to insurer, credit support, state of issuance and rating to incorporate additional spreads and municipal curves.

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

Trading Assets

When available, S&T uses quoted market prices to determine the estimated fair value of trading assets. S&T’s only trading asset is a Rabbi Trust for deferred compensation plans, which is invested in two readily quoted mutual funds. The Rabbi Trust is classified as Level 1.

Derivative Financial Instruments

S&T calculates the estimated fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. Each valuation considers the contractual terms of the derivative, including the period to maturity and uses observable market based inputs, such as interest rate curves and implied volatilities. As such, estimates of fair value are classified as Level 2.

S&T incorporates credit valuation adjustments into the valuation models to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the estimated fair value measurements. In adjusting the estimated fair

 

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value of its derivative contracts for the effect of non-performance risk, S&T has considered the impact of netting and any applicable credit enhancements and collateral postings.

Nonrecurring Basis

Loans Held for Sale

Loans held for sale consist of 1-4 family residential loans originated for sale in the secondary market and carried at the lower of cost or estimated fair value. Periodically, it may be necessary to record fair value adjustments under lower of cost or estimated fair value. S&T determines estimated fair value based on reference to quoted market prices for similar assets and liabilities. As a result, such estimates of fair value are classified as Level 2.

Impaired Loans

A loan is considered impaired if management determines that it is probable that S&T will not be able to collect all amounts due according to the contractual terms of the loan agreement of a construction, commercial real estate or commercial and industrial loan greater than $0.5 million. S&T calculates the estimated fair value of impaired loans based upon the present value of expected future cash flows available to pay the loan, or based upon the estimated fair value of the collateral less estimated selling costs when the loan is collateral dependent. Collateral values are generally based upon appraisals from approved, independent state certified appraisers.

Appraisals, whether current or not current, may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation or management’s knowledge of the borrower and the borrower’s business. Since not all valuation inputs are observable, S&T classifies these nonrecurring fair value determinations as Level 2 or Level 3 based on the lowest level of input that is significant to the fair value measurement.

OREO and Other Repossessed Assets

OREO and other repossessed assets are comprised of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations. OREO acquired in settlement of indebtedness is recorded at the lower of carrying amount of the loan or estimated fair value less cost to sell. Subsequent to foreclosure, these assets are carried at the lower of carrying value or estimated fair value less cost to sell. Accordingly, it may be necessary to record nonrecurring fair value adjustments. Fair value, when recorded, is generally based upon appraisals by licensed or certified appraisers. OREO is classified as level 2.

Mortgage Servicing Rights

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

Other Assets

In accordance with GAAP, S&T measures certain other assets at estimated fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or write downs of individual assets. Valuation methodologies used to measure these fair value adjustments are consistent with overall principles of fair value accounting and consistent with those described above.

Financial Instruments

In addition to financial instruments recorded at estimated fair value in S&T’s financial statements, the fair value accounting pronouncement requires disclosure of estimated fair value of all of an entity’s assets and liabilities considered to be financial instruments. The majority of S&T’s assets and liabilities are considered to be financial instruments as defined in the pronouncement. However, many of such instruments lack an available trading market as characterized by a willing buyer and willing seller engaged in an exchange transaction. Also, it is S&T’s general practice and intent to hold its financial instruments to maturity and to not engage in trading or sales activities. For estimated fair value disclosure purposes, S&T substantially utilized the estimated fair value measurement criteria as required and explained above. In cases where quoted estimated fair values are not available, S&T uses present value methods to determine the estimated fair value of its financial instruments.

 

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Cash and Cash Equivalents and Other Short-Term Assets

The carrying amounts reported in the Consolidated Balance Sheets for cash and due from banks and federal funds purchased approximate those assets estimated fair values.

Loans

For variable rate loans that reprice frequently and with no significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values for other loans are estimated using discounted cash flow analyses, utilizing interest rates currently being offered for loans with similar terms to borrowers as adjusted for net credit losses and the loss of interest income from nonaccrual loans. The carrying amount of accrued interest approximates its estimated fair value.

Bank Owned Life Insurance

The estimated fair value represents the net cash surrender value.

Deposits

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

Short-Term Borrowings

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

Long-Term Borrowings

The estimated fair values disclosed for long-term borrowings are estimated by discounting contractual cash flows using current interest rates for long-term borrowings of similar remaining maturities.

Junior Subordinated Debt Securities

For the variable rate junior subordinated debt securities that reprice quarterly, estimated fair values are based on carrying values. The $25.0 million junior subordinated debt issued with a fixed rate period of five years then converts to variable rate is fair valued based on discounted cash flows at current interest rates during the fixed rate period.

Loan Commitments and Standby Letters Of Credit

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

Other

Estimates of fair value have not been made for items that are not defined as financial instruments, including such items as S&T’s core deposit intangibles and the value of its trust operation. S&T believes it is impractical to estimate a representational fair value for these types of assets, which represent significant value to S&T.

 

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The following tables present S&T’s assets and liabilities that are measured at estimated fair value on a recurring basis by fair value hierarchy level at March 31, 2010 and December 31, 2009. There were no transfers between Level 1 and Level 2 for items of a recurring basis during the periods presented.

 

     March 31, 2010
     Level 1    Level 2    Level 3    Total
 
(dollars in thousands)                    

ASSETS

           

Obligations of U.S. government corporations and agencies

   $ -    $ 118,386    $ -    $ 118,386

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

     -      54,601      -      54,601

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

     -      57,569      -      57,569

Obligations of states and political subdivisions

     -      86,054      -      86,054

Marketable equity securities

     2,499      8,482      1,138      12,119

Trading account assets

     3,253      -      -      3,253

Interest rate swaps

     -      13,419      -      13,419

Interest rate lock commitments

     -      173      -      173

Total Assets

   $ 5,752    $ 338,684    $ 1,138    $ 345,574

LIABILITIES

           

Interest rate swaps

   $ -    $ 13,247    $ -    $ 13,247

Forward sale contracts

     -      8      -      8

Total Liabilities

   $ -    $ 13,255    $ -    $ 13,255
     December 31, 2009
     Level 1    Level 2    Level 3    Total
 
(dollars in thousands)                    

ASSETS

           

Obligations of U.S. government corporations and agencies

   $ -    $ 127,971    $ -    $ 127,971

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

     -      60,229      -      60,229

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

     -      61,521      -      61,521

Obligations of states and political subdivisions

     -      92,928      -      92,928

Marketable equity securities

     3,607      7,466      1,138      12,211

Trading account assets

     3,090      -      -      3,090

Interest rate swaps

     -      11,661      -      11,661

Interest rate lock commitments

     -      126      -      126

Forward sale contracts

     -      192      -      192

Total Assets

   $ 6,697    $ 362,094    $ 1,138    $ 369,929

LIABILITIES

           

Interest rate swaps

   $ -    $ 11,594    $ -    $ 11,594

Total Liabilities

   $ -    $ 11,594    $ -    $ 11,594

 

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S&T classifies financial instruments in Level 3 when valuation models are used because significant inputs are not observable in the market. The following tables present the changes in assets measured at estimated fair value on a recurring basis and for which S&T has utilized Level 3 inputs to determine the estimated fair value:

 

          March 31, 2010
          Marketable Equity Securities  (1)        
 
(dollars in thousands)          

Beginning balance at January 1, 2010

      $1,138

Principal transactions

      -

Total gains (losses)

     

Included in earnings

      -

Included in other comprehensive income

      -

Transfers into Level 3

      -

Transfers out of Level 3

        -

Ending Balance at March 31, 2010

        $1,138

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

 

          March 31, 2009
          Marketable Equity Securities  (1)        
 
(dollars in thousands)          

Beginning balance at January 1, 2009

      $1,050

Principal transactions

      -

Total gains (losses)

     

Included in earnings

      -

Included in other comprehensive income

      -

Transfers into Level 3

      -

Transfers out of Level 3

        -

Ending Balance at March 31, 2009

        $1,050

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

S&T may be required to measure certain assets and liabilities on a nonrecurring basis. The following table presents S&T’s assets that are measured at estimated fair value on a nonrecurring basis by the fair value hierarchy level at March 31, 2010 and December 31, 2009. There were no liabilities measured at estimated fair value on a nonrecurring basis during these periods.

 

     March 31, 2010
     Level 1    Level 2    Level 3    Total
 
(dollars in thousands)                    

Assets

           

Loans held for sale

   $        -    $  3,109    $         -    $  3,109

Impaired loans

   -    63,147    24,627    87,774

Other real estate owned

   -    3,087    -    3,087

Mortgage servicing rights

   -    -    2,316    2,316
     December 31, 2009
     Level 1    Level 2    Level 3    Total
 
(dollars in thousands)                    

Assets

           

Loans held for sale

   $        -    $  6,073    $         -    $  6,073

Impaired loans

   -    79,258    12,285    91,543

Other real estate owned and other repossessed assets

   -    4,607    -    4,607

Mortgage servicing rights

   -    -    2,263    2,263

In addition to financial instruments recorded at estimated fair value in S&T’s financial statements, the fair value accounting pronouncement requires disclosure of estimated fair value of all an entity’s assets and liabilities considered to be financial instruments. For estimated fair value disclosure purposes, S&T substantially utilized the estimated fair value measurement criteria as

 

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required and discussed above. These estimates of fair value are significantly affected by the assumptions made and, accordingly, do not necessarily indicate amounts that could be realized in a current market exchange.

The following table indicates the estimated fair value of S&T’s financial instruments as of:

 

     March 31, 2010    December 31, 2009
             
     

Estimated

Fair Value

   Carrying
Value
(1)
  

Estimated

Fair Value

   Carrying
Value
(1)
(dollars in thousands)                    

ASSETS

           

Cash and due from banks

   $ 72,605    $ 72,605    $ 69,152    $ 69,152

Securities available-for-sale

     328,729      328,729      354,860      354,860

Federal Home Loan Bank stock, at cost

     23,542      23,542      23,542      23,542

Gross loans

     3,373,197      3,398,403      3,380,070      3,404,407

Bank owned life insurance

     53,345      53,345      52,863      52,863

Trading account assets

     3,253      3,253      3,090      3,090

Mortgage servicing rights

     2,316      2,205      2,263      2,100

Interest rate swaps

     13,419      13,419      11,661      11,661

Interest rate lock commitments

     173      173      126      126

Forward sales contracts

     -      -      192      192

LIABILITIES

           

Deposits

   $ 3,366,945    $ 3,345,816    $ 3,324,377    $ 3,304,541

Securities sold under repurchase agreements

     47,996      47,996      44,935      44,935

Short-term borrowings

     -      -      51,300      51,300

Long-term borrowings

     47,202      45,631      87,817      85,894

Junior subordinated debt securities

     92,189      90,619      92,296      90,619

Interest rate swaps

     13,247      13,247      11,594      11,594

Forward sale contracts

     8      8      -      -

(1) As reported in the Consolidated Balance Sheets

NOTE 4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

Interest Rate Swaps

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

Pursuant to S&T’s agreements with various financial institutions, S&T may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of swap transactions. Based upon S&T’s current positions and related future collateral requirements relating to them, S&T believes any affect on its cash flow or liquidity position to be immaterial. Derivatives contain an element of credit risk, the possibility that S&T will incur a loss because a counterparty, which may be a financial institution or a customer, fails to meet its contractual obligations. All derivative contracts with financial institutions may be executed only with counterparties approved by S&T’s Asset and Liability Committee (“ALCO”) and derivatives with customers may only be executed with customers within credit exposure limits approved by S&T’s Board of Directors Loan Committee.

 

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Interest Rate Lock Commitments and Forward Sale Contracts

In the normal course of business, S&T sells originated mortgage loans into the secondary mortgage loan market. S&T offers interest rate lock commitments to potential borrowers. The commitments are generally for 60 days and guarantee a specified interest rate for a loan if underwriting standards are met, but the commitment does not obligate the potential borrower to close on the loan. Accordingly, some commitments expire prior to becoming loans. In addition, S&T can encounter pricing risk if interest rates increase significantly before the loan can be closed and sold. S&T may utilize forward sale contracts in order to mitigate this pricing risk. Whenever a customer desires these products, a mortgage originator quotes a secondary market rate guaranteed for that day by the investor. The rate lock is executed between the mortgagee and S&T and in turn a forward sale contract may be executed between S&T and the investor. Both the rate lock commitment and the corresponding forward sale contract for each customer are considered derivatives, but are not accounted for using hedge accounting. As such, changes in the estimated fair value of the derivatives during the commitment period are recorded in current earnings and included in other income in the Consolidated Statements of Income (Loss).

 

    

Derivatives

(included in Other Assets)

  

Derivatives

(included in Other Liabilities)

     March 31, 2010    December 31, 2009    March 31, 2010    December 31, 2009

(dollars in thousands)

                   

Derivatives not Designated as Hedging Instruments

           

Interest Rate Swap Contracts - Commercial Loans

           

Estimated fair value

   $      13,419    $      11,661    $      13,247    $      11,594

Notional amount

   225,462    227,203    225,462    227,203

Collateral posted

   -    -    8,684    10,935

Interest Rate Lock Commitments - Mortgage Loans

           

Estimated fair value

   173    126    -    -

Notional amount

   8,015    10,672    -    -

Forward Sale Contracts - Mortgage Loans

           

Estimated fair value

   -    192    8    -

Notional amount

   -    15,012    7,825    -

 

     Amount of Gain (Loss) Recognized in Income on Derivatives
(included in Other Noninterest Income)
     March 31, 2010    March 31, 2009

(dollars in thousands)

         

Derivatives not Designated as Hedging Instruments

     

Interest rate swap contracts - commercial loans

   $    105        $    214    

Interest rate lock commitments - mortgage loans

       47       407 

Forward sale contracts - mortgage loans

   (200)    (194)

 

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NOTE 5. SECURITIES AVAILABLE-FOR-SALE

 

The following tables indicate the composition of the securities portfolio for the periods stated:

 

     Available-for-Sale
March 31, 2010    Amortized Cost    Gross
Unrealized
Gains
   Gross 
Unrealized 
Losses 
  

Estimated
Fair

Value

(dollars in thousands)                    

Obligations of U.S. government corporations and agencies

   $117,021    $1,399    $(34)    $118,386

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

   52,278    2,323       54,601

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

   54,767    2,802       57,569

Obligations of states and political subdivisions

   84,125    2,131    (202)    86,054

Debt Securities Available-for-Sale

   308,191    8,655    (236)    316,610

Marketable equity securities

   11,419    1,058    (358)    12,119

Total

   $319,610    $9,713    $(594)    $328,729
     Available-for-Sale
December 31, 2009    Amortized Cost    Gross
Unrealized
Gains
   Gross 
Unrealized 
Losses 
  

Estimated
Fair

Value

(dollars in thousands)                    

Obligations of U.S. government corporations and agencies

   $126,588    $1,461    $(78)    $127,971

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

   58,010    2,219       60,229

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

   58,834    2,687       61,521

Obligations of states and political subdivisions

   91,146    2,013    (231)    92,928

Debt Securities Available-for-Sale

   334,578    8,380    (309)    342,649

Marketable equity securities

   12,652    741    (1,182)    12,211

Total

   $347,230    $9,121    $(1,491)    $354,860

There were $0.2 million in gross realized gains and no significant gross realized losses for the three months ended March 31, 2010. For the three months ended March 31, 2009 there were no significant gross realized gains and $1.2 million in gross realized losses. Realized gains and losses on the sale of securities are determined using the specific-identification method.

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

 

     Less than 12 Months    12 Months or More    Total
March 31, 2010    Estimated
Fair Value
   Unrealized 
Losses 
   Estimated
Fair Value
   Unrealized 
Losses 
   Estimated
Fair Value
   Unrealized 
Losses 
(dollars in thousands)                              

Obligations of U.S. government corporations and agencies

   $9,950    $(34)    $       -    $      -     $9,950    $(34)

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

   -       -       -   

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

   -       -       -   

Obligations of states and political subdivisions

   5,292    (12)    5,510    (190)    10,802    (202)

Debt Securities Available-for-Sale

   15,242    (46)    5,510    (190)    20,752    (236)

Marketable equity securities

   1,553    (358)    -       1,553    (358)

Total Temporarily Impaired Securities

   $16,795    $(404)    $5,510    $(190)    $22,305    $(594)

 

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     Less than 12 Months    12 Months or More    Total
December 31, 2009   

Estimated

Fair Value

   Unrealized 
Losses 
   Estimated
Fair Value
   Unrealized 
Losses 
   Estimated
Fair Value
   Unrealized 
Losses 
(dollars in thousands)                              

Obligations of U.S. government corporations and agencies

   $20,912    $     (78)    $       -    $      -     $20,912    $     (78)

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

   -       -       -   

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

   -       -       -   

Obligations of states and political subdivisions

   5,969    (84)    3,881    (147)    9,850    (231)

Debt Securities Available-for-Sale

   26,881    (162)    3,881    (147)    30,762    (309)

Marketable equity securities

   8,385    (1,182)    -       8,385    (1,182)

Total Temporarily Impaired Securities

   $35,266    $(1,344)    $3,881    $(147)    $39,147    $(1,491)

For debt securities classified as available-for-sale, S&T does not believe any individual unrealized losses as of March 31, 2010 represent an other-than-temporary-impairment (“OTTI”). S&T performs a review on the entire securities portfolio on a quarterly basis to identify securities that may indicate an OTTI. S&T’s policy for OTTI declines within the marketable equity securities portfolio requires an impairment charge when the security is in a loss position for 12 consecutive months, unless facts and circumstances would suggest the need for OTTI impairment prior to that time. S&T’s policy for OTTI within the debt securities portfolio is based upon a number of factors, including but not limited to, the length of time and extent to which the estimated fair value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its estimated fair value and whether management intends to sell the security or if it is more likely than not that management will be required to sell the investment security prior to the security recovery.

The unrealized losses on 26 debt securities at March 31, 2010 were attributable to changes in interest rates. The unrealized losses on marketable equity securities at March 31, 2010 were not significant and were attributable to temporary declines in market value. S&T does not intend to sell and it is not more likely than not that it will be required to sell any of the securities, referenced in the table above, in an unrealized loss position before recovery of its amortized cost.

The amount of the net unrealized gains on available-for-sale securities as of March 31, 2010 and December 31, 2009 that have been included in accumulated other comprehensive income were $9.1 million and $7.6 million, respectively. During the quarter, approximately $0.2 million of unrealized gains were reclassified out of accumulated comprehensive income into earnings for the period ended March 31, 2010.

The amortized cost and estimated fair value of debt securities at March 31, 2010, by estimating maturity, is included in the table below. Expected maturities will differ from contractual maturities because the borrowers may have the right to call or prepay the obligation with or without call or prepayment penalties. The collateralized mortgage obligations of U.S. government corporations and agencies and mortgage-backed securities of U.S. government corporations and agencies may mature earlier than their estimated maturities because of principal prepayment optionality.

 

Available-for-Sale    Amortized
Cost
   Estimated
Fair Value
(dollars in thousands)          

Due in one year or less

   $35,930    $36,388

Due after one year through five years

   130,019    132,365

Due after five years through ten years

   46,278    48,261

Due after ten years

   95,964    99,596

Total Debt Securities Available-for-Sale

   $308,191    $316,610

At March 31, 2010 and December 31, 2009, securities with principal amounts of $295.6 million and $251.4 million, respectively, were pledged to secure repurchase agreements, public funds and trust fund deposits.

NOTE 6. RESTRICTED INVESTMENT IN BANK STOCK

 

S&T is a member of the Federal Home Loan Bank (“FHLB”) of Pittsburgh. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon their level and availability of borrowings and participation in other programs offered by the FHLB. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Both cash and stock dividends are reported as income in taxable investment securities in the Consolidated Statements of Income (Loss). The FHLB has currently suspended the payment of dividends.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the low-cost products and services offered by the FHLB.

Unlike equity securities of traditional for-profit enterprises, the stock of FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.

At March 31, 2010 and December 31, 2009, S&T’s FHLB stock totaled $23.5 million. This investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value.

S&T was notified in December 2008 by the FHLB that they have suspended the payment of dividends and the repurchase of excess capital stock until further notice. S&T management reviewed and evaluated the FHLB capital stock for OTTI at March 31, 2010. Management reviewed the FHLB’s Form 10-K for the period ended December 31, 2009 filed with the SEC on March 18, 2010.

Management considered the following matters when evaluating FHLB stock for OTTI:

 

   

Ability of the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB. FHLB is meeting their debt obligations. Although the responsibility to repay debt may be shared among FHLB’s in the event that one FHLB cannot pay, to date, a FHLB has never been required to pay the consolidated obligation of another FHLB.

   

Impact of legislative and regulatory changes on the institution and, accordingly, on the customer base of the FHLB. With the exception of the Housing Act, enacted July 20, 2008, there are no pending legislative or regulatory changes that would impact the customer base of the FHLB.

   

Liquidity position of the FHLB.

Management considered the following items from the December 31, 2009 Form 10-K of the FHLB:

 

   

The total capital of the FHLB decreased to $3.7 billion at December, 2009 from $4.1 billion at December 31, 2008, due primarily to unrealized losses on available-for-sale securities.

   

The net income of the FHLB for the year ended December 31, 2009 decreased to a net loss of $37.5 million from $19.4 million in the comparable period in 2008, due primarily to a decrease in interest income and OTTI charges.

   

The FHLB exceeded all required capital ratios as of December 31, 2009 and 2008. In addition, permanent capital of $4.4 billion and $4.2 billion at December 31, 2009 and 2008, respectively, exceeded its risk-based capital requirement by $1.6 billion and $233.8 million, respectively.

   

The gross unrealized losses on its private label mortgage-backed securities (“MBS”) decreased to $0.4 billion at December 31, 2009 from $2.1 billion at December 31, 2008. Management also noted the following:

   

The FHLB concluded that these unrealized losses were not OTTI as of December 31, 2009.

   

The FHLB Management’s Discussion and Analysis disclosed that all MBS continue to pay principal and interest in accordance with their contractual terms.

   

28 percent of these securities were rated AAA by external credit agencies.

   

The FHLB had minimal subprime exposure in its private label MBS portfolio.

   

The liquidity position of the FHLB (defined as cash and due from banks, interest-earning deposits and federal funds sold) decreased to $4.4 billion at December 31, 2009 as compared to $6.4 billion at December 31, 2008.

S&T believes its holdings in the FHLB stock are ultimately recoverable at par value as of March 31, 2010 and, therefore, determined that FHLB stock was not OTTI. In addition, S&T has ample liquidity and does not require redemption of its FHLB stock in the foreseeable future.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

NOTE 7. LOANS AND LOANS HELD FOR SALE

 

The following table presents the composition of the loan portfolio for the periods stated:

      March 31, 2010           December 31, 2009 
(dollars in thousands)               

Real estate—construction

   $   366,176        $   371,178 

Real estate—mortgages:

        

Residential

   814,182        816,036 

Commercial

   1,422,761        1,428,329 

Commercial and industrial

   715,178        701,650 

Consumer

   76,997          81,141 

Gross Portfolio Loans

   3,395,294        3,398,334 

Allowance for loan losses

   (63,023)         (59,580)

Total Portfolio Loans

   3,332,271        3,338,754 

Loans held for sale

   3,109          6,073 

Total Loans

   $3,335,380          $3,344,827 

The following table presents changes in the allowance for loan losses for the three months ended March 31:

 

      2010           2009 
(dollars in thousands)               

Balance at beginning of year

   $59,580        $42,689 

Charge-offs

   (2,140)       (4,586)

Recoveries

   1,153          355 

Net Charge-offs

   (987)       (4,231)

Provision for loan losses

   4,430          21,389 

Balance at End of Period

   $63,023          $59,847 

The principal balances of loans on nonaccrual status were $96.8 million and $90.8 million at March 31, 2010 and December 31, 2009, respectively. OREO and other repossessed assets, which are included in other assets in the Consolidated Balance Sheets, were $3.1 million at March 31, 2010 and $4.6 million at December 31, 2009. At March 31, 2010, OREO consisted of 18 properties with one property comprising $1.5 million or 49 percent of the balance.

S&T attempts to limit its exposure to concentrations of credit risk by diversifying its loan portfolio and closely monitoring any concentrations of credit risk. The commercial real estate and commercial construction portfolios comprise $1.8 billion or 53 percent of total loans at March 31, 2010 and December 31, 2009. In addition, the commercial real estate and commercial construction portfolios had $354.7 million or 11 percent of total loans to customers outside of Pennsylvania. Geographic concentrations exist because S&T provides a full range of banking services, including commercial, consumer and mortgage loans to individuals and corporate customers in its ten-county market areas in Pennsylvania. Management believes underwriting guidelines and ongoing review by loan administration mitigates these risks.

The following table represents S&T’s investment in loans considered to be impaired and related information on those impaired loans as of March 31, 2010 and December 31, 2009:

 

      March 31, 2010          December 31, 2009
(dollars in thousands)               

Recorded balance of impaired loans with a related allowance for loan loss

   $54,067       $51,602

Recorded balance of impaired loans without a related allowance for loan loss

   33,707         39,941

Total Recorded Balance of Loans Considered to be Impaired

   $87,774         $91,543

Allowance for loan losses allocated to loans considered to be impaired

   $20,252       $17,003

Average recorded balance of impaired loans

   84,392         85,606

S&T Bank has granted loans to certain officers and directors of S&T as well as to certain affiliates of the officers and directors in the ordinary course of business. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than normal risk of collectability. The aggregate dollar amount of these loans was $33.1 million and $34.1 million at March 31, 2010 and December 31, 2009, respectively. As of March 31, 2010, $4.1 million of new loans were funded and repayments of loans totaled $5.1 million.

 

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S&T BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

NOTE 8. MORTGAGE SERVICING RIGHTS

 

Mortgage servicing assets are recognized as separate assets when commitments to fund a loan to be sold are made. Upon commitment, the MSR is established, which represents the then current estimated fair value of future net cash flows expected to be realized for performing the servicing activities. The estimated fair value of the MSRs are determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rates of mortgage loan prepayments are the most significant factors driving the value of MSRs. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. In determining the estimated fair value of the MSRs, mortgage interest rates, which are used to determine prepayment rates and discount rates, are held constant over the estimated life of the portfolio. MSRs are reported in other assets in the Consolidated Balance Sheets and are amortized into noninterest income in the Consolidated Statements of Income (Loss) in proportion to, and over the period of, the estimated future net servicing income of the underlying mortgage loans.

MSRs are regularly evaluated for impairment based on the estimated fair value of those rights. The MSRs are stratified by certain risk characteristics, primarily loan term and note rate. If temporary impairment exists within a risk stratification tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the estimated fair value. If it is later determined all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced.

MSRs are also reviewed for OTTI. OTTI exists when the recoverability of a recorded valuation allowance is determined to be remote, taking into consideration historical and projected interest rates and loan pay-off activity. When this situation occurs, the unrecoverable portion of the valuation allowance is applied as a direct write-down to the carrying value of the MSRs. Unlike a valuation allowance, a direct write-down permanently reduces the carrying value of the MSRs and the valuation allowance, precluding subsequent recoveries.

For the three months ended March 31, 2010 and 2009, the 1-4 family mortgage loans that were sold to Fannie Mae amounted to $22.2 million and $30.5 million, respectively. At March 31, 2010 and 2009, S&T’s servicing portfolio totaled $270.9 million and $188.6 million, respectively.

The following tables indicate MSRs and the net carrying values for the three months ended March 31, 2010 and 2009:

 

     

Servicing 

Rights 

  

Valuation 

Allowance 

  

Net Carrying 

Value 

(dollars in thousands)               

Beginning balance at January 1, 2010

   $2,692     $(592)    $2,100 

Additions/(reductions)

   232     (9)    223 

Amortization

   (118)       (118)

Ending balance at March 31, 2010

   $2,806     $(601)    $2,205 
     

Servicing 

Rights 

  

Valuation 

Allowance 

  

Net Carrying 

Value 

(dollars in thousands)               

Beginning balance at January 1, 2009

   $1,872     $(1,040)    $832 

Additions/(reductions)

   287     (53)    234 

Amortization

   (91)       (91)

Ending balance at March 31, 2009

   $2,068     $(1,093)    $975 

NOTE 9. BORROWINGS

 

Short-term borrowings are for original terms under one year and may be comprised of retail repurchase agreements (“REPOs”), wholesale REPOs, federal funds purchased, term auction facility (“TAF”) advances and FHLB advances. S&T defines repurchase agreements with its local retail customers as retail REPOs; short-term wholesale REPOs are those transacted with other banks and brokerage firms. Securities pledged as collateral under these REPO financing arrangements cannot be sold or repledged by the secured party and are therefore accounted for as a secured borrowing. The estimated fair value of collateral provided to a third party is continually monitored and additional collateral is obtained or requested to be returned as appropriate. Federal funds purchased are unsecured overnight borrowings with other financial institutions. TAF advances are collateral backed short-term loans with the Federal Reserve. FHLB advances are for various terms secured by a blanket lien on residential mortgages, other real estate secured loans and FHLB stock with the FHLB of Pittsburgh.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

The following table represents the composition of short-term borrowings at:

 

      March 31, 2010    December 31, 2009
(dollars in thousands)          

Securities sold under repurchase agreements, retail

   $47,996    $44,935

Federal Home Loan Bank advances

   -    51,300

Total

   $47,996    $96,235

Long-term debt instruments are for original terms greater than one year and may be comprised of wholesale REPOs, FHLB advances, junior subordinated debt securities and trust preferred securities. Long-term REPOs and FHLB advances have the same collateral requirements as their short-term equivalents. Junior subordinated debt securities and trust preferred securities are structured to meet regulatory requirements for inclusion in risk-based capital components.

The following is a summary of long-term debt at:

 

      March 31, 2010    December 31, 2009
(dollars in thousands)          

Long-term borrowings

   $45,631    $85,894

Junior subordinated debt securities

   90,619    90,619

Total

   $136,250    $176,513

S&T had total borrowings at March 31, 2010 and December 31, 2009 at the FHLB of Pittsburgh of $45.4 million and $136.9 million, respectively. S&T had long-term borrowings outstanding of $42.3 million at a fixed rate and $3.1 million at a variable rate at March 31, 2010.

NOTE 10. EMPLOYEE BENEFITS

 

S&T Bank maintains a defined benefit pension plan (the “Plan”) covering substantially all employees hired prior to January 1, 2008. The benefits are based on years of service and the employee’s compensation for the highest five consecutive years in the last ten years of employment. Contributions are intended to provide for benefits attributed to employee service to date and for those benefits expected to be earned in the future. S&T made no contributions to its pension plan in 2009 and no contributions are required to be made for 2010 at this time. The expected long-term rate of return on plan assets is 8.00 percent.

The following table summarizes the components of net periodic pension expense for the Plan:

 

             Three Months Ended March 31,         
     2010     2009 
(dollars in thousands)            

Service cost—benefits earned during the period

   $     614     $     575 

Interest cost on projected benefit obligation

   1,016     950 

Expected return on plan assets

   (1,200)    (1,074)

Amortization of prior service cost

   (2)    (2)

Recognized net actuarial (gain)/loss

   220     319 

Net Periodic Pension Expense

   $     648     $     768 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Commitments

S&T, in the normal course of business, offers off-balance sheet credit arrangements to enable its customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. S&T’s exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the contractual amount of the obligation less the value of any collateral. S&T uses the same credit policies in making commitments and conditional obligations as for all other lending. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of an annual fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. S&T’s allowance for lending-related commitments including unfunded commercial real estate, commercial and industrial term loan commitments and letters of credit totaled $4.0 million at March 31, 2010 and $4.2 million at December 31, 2009. The allowance for lending-related commitments is included in other liabilities in the Consolidated Balance Sheets.

 

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

The following table sets forth the total commitments and letters of credit at March 31, 2010 and December 31, 2009:

 

      March 31, 2010    December 31, 2009
(dollars in thousands)          

Commitments to extend credit

   $930,172    $966,903

Standby letters of credit

   149,898    156,293

Litigation

S&T, in the normal course of business, is subject to various legal and administrative proceedings and claims. While any type of litigation contains a level of uncertainty, S&T believes that the outcome of such proceedings or claims pending will not have a material adverse effect on its consolidated financial position.

NOTE 12. EARNINGS PER COMMON SHARE

 

Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Potentially dilutive securities are excluded from the basic calculation, but are included in diluted EPS. In computing diluted EPS, average common shares outstanding have been increased by the dilutive common stock equivalents relating to S&T’s outstanding stock options, warrants and restricted stock. Excluded from the calculation were anti-dilutive stock options of 1,083,000 shares and 1,191,000 shares for the three months ended March 31, 2010 and 2009, respectively. Further, warrants of 517,012 common stock shares were anti-dilutive for the three months ended March 31, 2010 and 2009 and excluded from the calculation.

A reconcilement of the weighted average common shares outstanding used to calculate basic net income (loss) per common share and diluted net income (loss) per common share follows:

 

             Three Months Ended March 31,         
      2010      2009

Weighted average common shares outstanding (basic)

   27,724,495      27,605,381

Impact of common stock equivalents

   28,889      -

Weighted Average Common Shares Outstanding (Diluted)

   27,753,384      27,605,381

NOTE 13. SEGMENTS

 

S&T operates in three reportable operating segments: Community Banking, Wealth Management and an Insurance Agency.

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

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

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

The following represents total assets by reportable segment as of March 31:

 

      2010      2009
(dollars in thousands)            

Community Banking

   $4,125,449      $4,159,625

Insurance

   8,123      8,778

Wealth Management

   2,195      2,072

Total Assets

   $4,135,767      $4,170,475

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

 

The following tables provide financial information for these three segments of S&T. The information provided under the caption “Eliminations” represents operations not considered to be reportable segments and/or general operating expenses and eliminations and adjustments which are necessary for purposes of reconciling to the Consolidated Financial Statements.

 

      For the Three Months Ended March 31, 2010
   Community
Banking
     Wealth
Management
    

Insurance 

Agency 

     Eliminations       Consolidated
(dollars in thousands)                                 

Interest income

   $       45,300      $ 132      $      $ (108)      $ 45,324

Interest expense

     9,453        -        73         (116)        9,410

Net interest income (expense)

     35,847        132        (73)               35,914

Provision for loan losses

     4,430        -                      4,430

Noninterest income

     7,490        2,019        1,525         309         11,343

Noninterest expense

     21,895        1,591        1,154         1,577         26,217

Depreciation expense

     1,024        9        24                1,057

Intangible amortization

     622        20        14                656

Income tax expense

     4,555        205        93               (1,260)        3,593

Net Income

   $       10,811      $ 326      $         167       $      $         11,304

 

      For the Three Months Ended March 31, 2009
  

Community 

Banking 

     Wealth
Management
     Insurance 
Agency 
     Eliminations       Consolidated 
(dollars in thousands)                                 

Interest income

   $ 50,399       $ 176      $      $         (151)      $         50,424 

Interest expense

     14,367         -        73         (161)        14,279 

Net interest income (expense)

     36,032         176        (73)        10         36,145 

Provision for loan losses

     21,389         -                      21,389 

Noninterest income

     6,406         1,748        1,173         (311)        9,016 

Noninterest expense

     20,342         1,631        1,269         535         23,777 

Depreciation expense

     1,029         10        16                1,055 

Intangible amortization

     568         22        16                606 

Income tax expense (benefit)

     973         110        (71)        (836)        176 

Net (Loss) Income

   $       (1,863)      $         151      $       (130)      $      $ (1,842)

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

Management’s Discussion and Analysis represents an overview of the consolidated results of operations and financial condition of S&T and highlights material changes to the financial condition and results of operations at and for the three months ended March 31, 2010. Management’s Discussion and Analysis should be read in conjunction with the consolidated financial statements and notes thereto. The results of operations reported within are not necessarily indicative of results to be expected in future periods.

Important Note Regarding Forward-Looking Statements

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

 

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

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

Future Factors include:

 

   

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

   

credit losses;

   

sources of liquidity;

   

legislation affecting the financial services industry as a whole, and/or S&T;

   

regulatory supervision and oversight, including required capital levels;

   

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

   

rapid technological developments and changes;

   

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

   

the mix of products and services;

   

containing costs and expenses;

   

governmental and public policy changes, including environmental regulations;

   

reliance on large customers;

   

technological, implementation and cost and financial risks in large, multi-year contracts;

   

the outcome of pending and future litigation and governmental proceedings;

   

continued availability of financing;

   

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

   

changes in the local economy in western Pennsylvania area;

   

managing our internal growth and acquisitions;

   

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

   

a decline in market capitalization to common book value, which could warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a charge to net income; and

   

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

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

Critical Accounting Policies and Judgments

S&T’s Consolidated Financial Statements are prepared based upon the application of certain critical accounting policies including, securities valuation, allowance for loan losses, goodwill and other intangible assets and income taxes. 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.

There have been no significant changes in S&T’s critical accounting policies since December 31, 2009. S&T’s critical accounting policies are presented in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in S&T’s 2009 Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on February 26, 2010.

Executive Overview

S&T is a financial holding company with its headquarters located in Indiana, Pennsylvania with assets of approximately $4.1 billion at March 31, 2010. S&T provides a full range of financial services through a branch network of 55 offices located in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson and Westmoreland counties of Pennsylvania. S&T provides full service retail and commercial banking products as well as cash management services; insurance; estate planning and administration; employee benefit investment management and administration; corporate services and other fiduciary services. S&T earns revenue primarily from interest on loans, security investments and fees charged for financial services provided to our customers. Offsetting these revenues are the cost of deposits and other funding sources, provision for loan losses as well as other operating costs such as: salaries and employee benefits, occupancy, data processing expenses and tax expense. S&T’s strategic plan to deliver

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -

continued

 

profitable growth to our shareholders includes: increasing loans and core deposits with sufficient interest rate spreads, controlling loan delinquency and loan losses, controlling operating expenses and expanding the business through new de novo branching, mergers and acquisitions, introduction of new products and services and expansion of our products and services provided to our existing customers. S&T’s common stock trades on the Nasdaq Global Select Market under the symbol “STBA.”

Net income available to common shareholders for the first quarter of 2010 was $9.8 million resulting in diluted earnings per common share of $0.35 compared to a $3.1 million net loss and $(0.11) diluted earnings per share in the first quarter of 2009. The increase in net income was primarily driven by a reduction in the provision for loan losses. During the first quarter of 2010, a provision of $4.4 million was recorded compared to $21.4 million in the first quarter of 2009. The decrease in provision was a result of minimal net charge-offs of $1.0 million and minor increases in nonperforming assets and delinquent loans during the first quarter of 2010.

The area of problem commercial loans has been and continues to be the subject of considerable management focus and review. S&T had nonperforming assets of $99.9 million as of March 31, 2010 compared to $95.4 million at December 31, 2009. S&T continues to focus on monitoring these assets with a focus on fundings, risk ratings, stress testing and compliance for the area of commercial loans.

As of March 31, 2010 and December 31, 2009 earning assets were $3.8 billion. While earning assets remain consistent, net interest margin improved to 4.00 percent for the three months ended March 31, 2010 compared to 3.81 percent for the three months ended March 31, 2009. The net interest margin improvement is due to favorable repricing of deposits and other borrowed funds and disciplined loan pricing.

No significant investment impairment charges were recorded during the first quarter of 2010 compared to $0.6 million in the first quarter of 2009. The equity securities portfolio currently has an estimated fair value of $12.1 million at March 31, 2010, as compared to $12.2 million at March 31, 2009. During the past two years, S&T has implemented a strategy to methodically sell holdings in this portfolio and only retain strategic positions in banks within our market area.

Asset quality will continue to be the primary driver of our results in 2010. We remain diligent and focused on monitoring our nonperforming assets. S&T continually strives to be well positioned for changes in both the economy and interest rates, regardless of the timing or direction of these changes. Management continually assesses our balance sheet, capital, liquidity and operation infrastructures in order to be positioned to take advantage of internal or acquisition growth.

RESULTS OF OPERATIONS

Three months ended March 31, 2010 compared to

Three months ended March 31, 2009

Net Income

Net income available to common shareholders was $9.8 million or $0.35 diluted earnings per share for the first three months of 2010 as compared to a net loss available to common shareholders of $3.1 million or $(0.11) diluted earnings per share for the same period of 2009. The increase in net income was primarily the result of a significantly lower provision for loan losses and no significant security impairments offset by an increase in noninterest expenses and taxes. The return on average assets was 0.96 percent for the three months ended March 31, 2010, as compared to (0.29) percent for the three months ended March 31, 2009. The return on average equity was 7.12 percent for the three months ended March 31, 2010 compared to (2.34) percent for the same period of 2009.

Net Interest Income

Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities and changes in interest yields and rates. Therefore, maintaining consistent spreads between earning assets and interest-bearing liabilities is significant to our financial performance because net interest income comprised 77 percent and 79 percent of operating revenue (net interest income plus noninterest income, excluding security gains) in the first three months of 2010 and 2009, respectively. The level and mix of earning assets and funds are continually monitored by S&T’s Asset and Liability Committee (“ALCO”) in order to mitigate the interest-rate sensitivity and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to maintain an acceptable net interest margin given the challenges of the current interest rate environment.

 

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The following table reconciles interest income per the Consolidated Statements of Income (Loss) to net interest income adjusted to a fully taxable equivalent basis:

     Three Months Ended

 

March 31,

      2010    2009
(dollars in millions)          

Interest income per Consolidated Statements of Income

   $ 45.3    $ 50.4    

Adjustment to fully taxable equivalent basis

     1.2      1.4    

Interest income adjusted to fully taxable equivalent basis

     46.5      51.8    

Interest expense

     9.4      14.3    

Net Interest Income Adjusted to Fully Taxable Equivalent Basis

   $         37.1    $         37.5    

The net interest margin on a fully taxable equivalent basis was 4.00 percent in the first three months of 2010 as compared to 3.81 percent in the same period of 2009. Net interest income decreased $0.4 million or 1 percent in the first three months of 2010 compared the same period of 2009. The decrease in net interest income was a result of a $223.3 million decrease in average interest-earning assets, primarily driven by $130.0 million decrease in average loans and by $93.3 million decrease in average securities in the first three months of 2010 as compared to the same period of 2009. The yields on average loans decreased by 30 basis points from the comparable period in 2009 and the yield on average securities decreased by 12 basis points. Overall yields on average interest-earning assets were 5.02 percent and 5.27 percent for the three months ended March 31, 2010 and 2009, respectively.

For the first three months of 2010, balances of average interest-bearing deposits and average REPOs and other borrowed funds decreased $89.9 million and $214.7 million, respectively as compared to the same period of 2009. The cost of deposits decreased from the three months ended March 31, 2009 due to repricing core deposits and certificates of deposit maturities that renewed at lower rates. Further, interest rates on borrowings decreased substantially from the three months ended March 31, 2009. Overall funding costs decreased 50 basis points to 1.33 percent for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. Positively affecting net interest income was an $81.3 million increase in average net free funds during the first three months of 2010 as compared to the same period of 2009. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders’ equity over nonearning assets. The increase is primarily due to the marketing efforts for new demand accounts and corporate cash management services.

Average Balance Sheet and Net Interest Income Analysis

 

    

Three Months Ended

March 31, 2010

   

Three Months Ended

March 31, 2009

 
        
      Average
Balance
   Interest    Average
Rate
    Average
Balance
   Interest    Average
Rate
 
(dollars in millions)                                 

ASSETS

                

Loans (1)

   $ 3,404.1    $ 42.7    5.08   $ 3,534.1    $ 46.9    5.38

Securities/other (1)

     352.9      3.8    4.35     446.2      4.9    4.47

Total interest-earning assets

     3,757.0      46.5    5.02     3,980.3      51.8    5.27

Noninterest-earning assets

     380.5                   379.9              

TOTAL

   $ 4,137.5                 $ 4,360.2              

LIABILITIES AND SHAREHOLDERS’ EQUITY

                

NOW/money market/savings

   $ 1,254.3    $ 0.9    0.29   $ 1,302.9    $ 1.5    0.45

Certificates of deposit

     1,312.4      6.7    2.07     1,353.7      9.6    2.89

Borrowed funds < 1 year

     132.3      -    0.28     245.8      0.2    0.40

Borrowed funds > 1 year

     157.4      1.8    2.47     258.6      3.0    4.63

Total interest-bearing liabilities

     2,856.4      9.4    1.33     3,161.0      14.3    1.83

Noninterest-bearing liabilities:

                

Demand deposits

     684.0           595.1      

Shareholders’ equity/other

     597.1                   604.1              

TOTAL

   $       4,137.5                 $       4,360.2              

Net yield on interest-earning assets

         4.00         3.81
                        

Net Interest Income

      $       37.1         $       37.5   
                        

(1) The yield on earning assets and the net interest margin are presented on a fully taxable equivalent (“FTE”) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35 percent for each period presented. S&T believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

 

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

 

     Three Months Ended March 31, 2010 Compared to
March 31, 2009  Decrease
(1)
      Volume    Rate    Net
(dollars in millions)               

Interest earned on:

        

Loans(2)

   $        (1.7)    $        (2.5)    $        (4.2)

Securities/other(2)

   (1.0)    (0.1)    (1.1)

Total interest-earning assets

   (2.7)    (2.6)    (5.3)

Interest paid on:

        

NOW/money market/savings

   (0.1)    (0.5)    (0.6)

Certificates of deposit

   (0.3)    (2.6)    (2.9)

Borrowed funds < 1 year

   (0.1)    (0.1)    (0.2)

Borrowed funds > 1 year

   (1.2)       (1.2)

Total interest-bearing liabilities

   (1.7)    (3.2)    (4.9)

Change in net interest income

   $        (1.0)    $         0.6     $        (0.4)

(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 percent for 2010 and 2009.

Provision for Loan Losses

The provision for loan losses is determined based on management’s estimates of the appropriate level of allowance for loan losses needed to absorb probable losses inherent in the existing loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for loan losses was $4.4 million for the first quarter of 2010 compared to $21.4 million for the first quarter of 2009. Changes within the allowance for loan loss model are directionally consistent with the increase in nonperforming loans, loan charge-off levels and impaired loans requiring specific reserves.

Credit quality is the most important factor in determining the amount of the allowance for loan losses and the resulting provision. During the first quarter of 2010, S&T had a slight increase in delinquencies and nonperforming loan levels. Nonperforming loans increased from December 31, 2009 primarily due to the addition of one customer, a $15.4 million multi-family residential apartment complex that has been experiencing a high vacancy rate and declining cash flow. For the first quarter of 2010, S&T experienced minimal net loan charge-offs of $1.0 million compared to net loan charge-offs of $4.2 million for the first three months of 2009. The most significant charge-off in the first quarter of 2010 was a $0.6 million charge-off for a commercial relationship that resulted in the write-down of collateral of residential property to current market value supported by a recent appraisal.

Noninterest Income

 

Three Months Ended March 31    2010      2009       $ Change 
(dollars in thousands)                   

Security gains (losses), net

   $153      $(1,246)      $1,399 

Service charges on deposit accounts

   2,971      3,056       (85)

Wealth management fees

   1,984      1,743       241 

Insurance fees

   2,368      1,862       506 

Mortgage banking

   410      644       (234)

Debit and credit card fees

   1,381      1,538       (157)

Other income

   2,076      1,419       657 

Total Noninterest Income

   $11,343      $9,016       $2,327 

Noninterest income increased $2.3 million to $11.3 million in the first quarter of 2010 as compared to the first quarter of 2009. S&T recognized $0.2 million of gains on available-for-sale securities in the first three months of 2010 as compared to $1.2

 

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million of losses in the same period of 2009. The investment security gains for the first quarter of 2010 were recorded from the sale of equity holdings and no significant investment impairment charges were recorded during the period. The increase in wealth management fees of $0.2 million were the result of new business and general market improvements, as well as $0.1 million increase in discount brokerage fees. The increase of $0.5 million in insurance fees is primarily driven by annual bonus commission income. The $0.7 million increase in other noninterest income is primarily related to mark to market accounting adjustments relating to the deferred compensation plan.

Noninterest Expense

 

      March 31, 2010    March 31, 2009    $ Change 
(dollars in thousands)               

Salaries and employee benefits

   $ 12,565    $11,655    $910 

Occupancy, net

   1,984    1,879    105 

Furniture and equipment

   1,088    1,203    (115)

Other taxes

   945    817    128 

Data processing

   1,603    1,468    135 

Amortization of intangibles

   524    606    (82)

Legal

   2,216    311    1,905 

Joint venture amortization

   628    655    (27)

FDIC assessment

   1,301    1,941    (640)

Other noninterest expense

   5,076    4,903    173 

Total Noninterest Expense

   $ 27,930    $25,438    $2,492 

Noninterest expense increased by $2.5 million during the three months ended March 31, 2010 compared to the three months ended March 31, 2009. Salaries and employee benefit expense increased $0.9 million which was primarily attributable to the re-introduction of incentive plans for 2010 and mark-to-market accounting adjustments relating to the deferred compensation plan. FDIC assessment decreased by $0.6 million due to a one time adjustment to record the expense in the proper period. Legal expenses increased $1.9 million primarily due to a one time legal expense.

Federal Income Taxes

Federal income tax expense was $3.6 million for the quarter ended March 31, 2010 compared to $0.2 million for the quarter ended March 31, 2009. This increase is attributable to improved profitability. Discrete items of tax for the quarter ended March 31, 2010 were immaterial. Tax expense for the quarter ended March 31, 2009 also included discrete items of tax of $0.6 million comprised of an amortization adjustment relating to the IBT acquisition, interest and penalties on a settled IRS examination and an increase in unrecognized tax benefits.

The annual effective tax rate for the first three months of 2010 applied to pretax income (loss) was 23 percent and 26 percent in the same period of 2009. The rate is less than the 35 percent statutory rate due to benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated with Low Income Housing Tax Credit (“LIHTC”) and Federal Historic Tax Credit projects, which had a greater impact in 2010 than the same period of 2009.

Financial Condition

Average earning assets decreased to $3.8 billion for the three months ended March 31, 2010 compared to $4.0 billion for the three months ended March 31, 2009. This $223.3 million decrease in average interest-earning assets was primarily driven by $130.0 million decrease in loans and by $93.3 million decrease in securities in the first three months of 2010 as compared to the same period of 2009. For the first three months of 2010, balances of average interest-bearing deposits decreased by $89.9 million as compared to the same period of 2009 and borrowed funds decreased $214.7 million.

 

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Security Activity

 

Securities Available-for-Sale (at Fair Value)

 

  

March 31, 2010

 

  

December 31, 2009

 

  

$ Change

 

(dollars in thousands)               

Obligations of U.S. government corporations and agencies

   $118,386    $127,971    $(9,585)

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

   54,601    60,229    (5,628)

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

   57,569    61,521    (3,952)

Obligations of states and political subdivisions

   86,054    92,928    (6,874)

Debt Securities Available-for-Sale

   316,610    342,649    (26,039)

Marketable equity securities

   12,119    12,211    (92)

Total

   $328,729    $354,860    $(26,131)

 

S&T invests in various securities in order to provide a source of liquidity, increase net interest income and as a tool of the ALCO, to reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to S&T. 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.

Securities and other investments decreased by $26.1 million as of March 31, 2010 compared to December 31, 2009. The decreases relates to maturities of debt securities of $56.8 million offset by purchases of $30.6 million. The decrease is a result of an ALCO strategy to deleverage the balance sheet; thus, reducing interest rate risk.

S&T’s policy for security classification includes obligations of U.S. government corporations and agencies, collateralized mortgage obligations of U.S. government corporations and agencies, mortgage-backed securities of U.S. government corporations and agencies, obligations of states and political subdivisions and marketable equity securities as available-for-sale. The marketable equity securities portfolio is primarily comprised of the stock of banks. On a quarterly basis, management evaluates the securities portfolios for other-than-temporary impairment (“OTTI”) according to the respective accounting literature requiring investments to be reported at estimated fair value. During the first three months of 2010, there was no significant investment impairment charges recorded on bank equity investment securities. The performance of the debt and equity securities markets could generate further impairment in future periods requiring realized losses to be reported.

 

Lending Activity

 

     

    March 31, 2010    

 

  

December 31, 2009  

 

  

         $ Change         

 

(dollars in thousands)               

Consumer

        

Home equity

   $457,178    $458,643    $(1,465)

Residential mortgage

   360,113    363,466    (3,353)

Consumer installment

   76,997    81,141    (4,144)

Construction

   8,899    11,836    (2,937)

Total Consumer Loans

   903,187    915,086    (11,899)

Commercial

        

Commercial real estate

   1,422,761    1,428,329    (5,568)

Commercial and industrial

   715,178    701,650    13,528 

Construction

   357,277    359,342    (2,065)

Total Commercial Loans

   2,495,216    2,489,321    5,895 

Total

   $3,398,403    $3,404,407    $(6,004)

The loan portfolio represents the most significant source of interest income for S&T. The risk that borrowers will be unable to pay such obligations is inherent in the loan portfolio. Further, other conditions such as the overall economic climate can significantly impact the borrower’s ability to pay. In order to mitigate such risk, loan underwriting standards for S&T are established by a formal policy and are subject to periodic review and approval by the Board of Directors.

Loans decreased $6.0 million as of March 31, 2010 as compared to December 31, 2009. Minimal loan growth was experienced within the commercial portfolio and a slight decline occurred in the consumer portfolio. This is a result of less demand in our market area, resulting from the current economic climate.

 

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Commercial loans, including commercial real estate, commercial and industrial and real estate construction comprised 73 percent of the loan portfolio as of March 31, 2010 and December 31, 2009. Although commercial loans can have a relatively higher risk profile, management believes these risks are mitigated through active portfolio management, underwriting and continuous review. The commercial real estate portfolio had $354.7 million or 11 percent of total loans that involved projects outside of Pennsylvania. Generally, these loans are with existing local customers. The decline in the economic environment has been significantly higher in various parts of the country than in Pennsylvania. Accordingly, the out of state portfolio is experiencing higher credit stress and has been the subject of considerable management focus and review. Rates and terms for commercial real estate, equipment loans and lines of credit are normally negotiated, subject to such variables as the financial condition of the borrower, economic conditions, marketability of collateral, credit history of the borrower and projected future cash flows. The loan to value policy guidelines for commercial real estate loans is generally 65-85 percent. Variable rate commercial loans were 51 percent of the commercial loan portfolio at March 31, 2010 and 50 percent at December 31, 2009.

Residential mortgage and home equity loans comprised 24 percent of the loan portfolio at March 31, 2010 and December 31, 2009. Residential mortgage lending continues to be a strategic focus through a centralized mortgage origination department, ongoing product redesign, secondary market activities and the utilization of commission compensated originators. The loan to value policy guideline is 80 percent for residential first lien mortgages. Higher loan to value loans may be approved with the appropriate private mortgage insurance coverage. Second lien positions are sometimes assumed with home equity loans, but normally only to the extent that the combined credit exposure for both the first and second liens does not exceed 100 percent of the estimated fair value of the mortgage property.

Management believes the downturn in the local residential real estate market and the impact of declining values on the real estate loan portfolio will be mitigated because of S&T’s conservative mortgage lending policies for portfolio loans, which generally require a maximum term of 20 years for fixed rate mortgages. Balloon payment mortgages are also offered in the portfolio. The maximum balloon term is 15 years with a maximum amortization term of 30 years. Balloon mortgages with terms of 10 years or less may have a maximum amortization term for up to 40 years. Private mortgage insurance is generally required for loans with less than a 20 percent down payment. Combo mortgage loans consisting of S&T residential first mortgage and home equity second mortgage are also available to credit worthy borrowers. Adjustable rate mortgages are no longer offered, but comprised 10 percent of the residential mortgage portfolio in the first quarter of each of 2010 and in 2009.

S&T periodically designates specific loan originations, generally longer-term, lower-yielding 1-4 family mortgages, as held for sale and sells them to Fannie Mae. The rationale for these sales is to mitigate interest-rate risk associated with holding long-term residential mortgages in the loan portfolio, generate fee revenue from sales and servicing and maintain the primary customer relationship. During the three months ended March 31, 2010 and 2009, S&T sold $22.2 million and $30.5 million, respectively, of 1-4 family mortgages and currently services $270.9 million of secondary market mortgage loans to Fannie Mae at March 31, 2010. S&T intends to continue to sell longer-term loans to Fannie Mae in the future on a selective basis, especially during periods of lower interest rates.

Loan underwriting standards for S&T are established by a formal policy and are subject to the periodic review and approval by the Board of Directors. During 2009, S&T implemented or enhanced various new policies and procedures including: monitoring, funding, risk ratings, stress testing and compliance for the area of commercial lending.

S&T offers a variety of unsecured and secured consumer loan and credit card products. Loan to value policy guidelines for direct loans are 90–100 percent of invoice for new automobiles and 80–90 percent of National Automobile Dealer Association (NADA) value for used automobiles.

Allowance for Loan Losses

The following table summarizes the loan loss experience for the periods presented:

 

     

March 31, 2010

 

  

December 31, 2009

 

(dollars in thousands)          

Balance at beginning of period:

   $59,580     $42,689 

Charge-offs:

     

Commercial, mortgage and industrial

   (1,596)    (38,553)

Residential real estate

   (330)    (16,955)

Consumer

   (214)    (1,354)

Total

   (2,140)    (56,862)

Recoveries:

     

Commercial, mortgage and industrial

   592     878 

Residential real estate

   500     276 

Consumer

   61     245 

Total

   1,153     1,399 

Net Charge-offs

   (987)    (55,463)

Provision for loan losses

   4,430     72,354 

Allowance for Loan Losses

   $63,023     $59,580 

 

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

   0.12%         1.36%

Allowance for loan losses to total loans

   1.85%       1.75%

Allowance for loan losses to nonperforming loans

   65%         66%

The balance in the allowance for loan losses increased to $63.0 million or 1.85 percent of total loans at March 31, 2010 as compared to $59.6 million or 1.75 percent of total loans at December 31, 2009. The increase in the allowance for loan losses is primarily a result of increases of $3.3 million in specific reserves and minimal general reserves during the first quarter of 2010. S&T’s allowance for lending-related commitments is computed using a methodology similar to that used to determine the allowance for loan losses. Amounts are added to the allowance for lending-related commitments through a charge to current earnings through noninterest expense. The balance in the allowance for lending-related commitments decreased to $4.0 million at March 31, 2010 as compared to $4.2 million at December 31, 2009. The allowance for lending-related commitments is included in other liabilities.

Problem loans are identified and continually monitored through detailed reviews of specific commercial loans, and the analysis of delinquency and charge-off levels of consumer loan portfolios. Management evaluates the degree of loss exposure for loans on a continuous basis through a formal allowance for loan loss policy as administered by S&T Bank’s Credit Administration Department and various management and director committees. Updates are presented to the S&T Board of Directors as to the status of loan quality. Charged-off and recovered loan amounts are applied to the allowance for loan losses. The allowance for loan losses is increased through a charge to current earnings through the provision for loan losses, based upon management’s assessment of the adequacy of the allowance for loan losses. A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes a review of the historical charge-off rates for all loan categories as well as fluctuations and trends in various risk factors that have occurred within the portfolio’s economic life cycle. The analysis also includes assessment of qualitative factors such as credit trends, unemployment trends, vacancy trends, loan growth and the degree of variable interest rate risk. Should any of the factors considered by management in evaluating the adequacy of the allowance for loan losses change, S&T’s estimate of loan losses could also change.

Significant to this analysis and assessment is the loan portfolio composition of a higher mix of commercial loans. These loans are generally larger in size and many are not seasoned and may be more vulnerable to an economic slowdown. Management relies on its risk rating process to assess potential weaknesses within specific credits. Current risk factors, trends in risk ratings and historical charge-off experiences are considered in the determination of the allowance for loan losses.

During the first three months of 2010, the risk rating profile of the portfolio was impacted by the following commercial loan relationships:

 

   

The first relationship consists of several lot development projects in Pennsylvania and Florida. The relationship originated in March of 2004 and was placed on nonaccrual status in May of 2009. The exposure in Florida originally consisted of five projects totaling $12.5 million. Local real estate conditions in Florida resulted in slow lot sales and ultimately the developer’s global cash flow was unable to absorb the carrying costs associated with the Florida loans. In the second quarter of 2009, the Florida loans were split into an $8.8 million nonperforming tranche (three loans) and a $3.7 million performing tranche (two loans). S&T recognized a $5.3 million charge-off on the nonperforming loans during the second quarter of 2009 and developed a strategy to liquidate the nonperforming loans and complete the development associated with the performing loans. During the third quarter of 2009, it became evident that global cash flows were insufficient to execute on the original restructure plan. Accordingly, S&T charged-off $2.9 million and liquidated a $0.6 million cash collateral account. The resulting Florida exposure remained at $3.7 million as of March 31, 2010. S&T established a specific reserve of $1.7 million during the first quarter of 2010 based upon the price expected to be received at auction. The Florida properties were auctioned in second quarter of 2010 and S&T expects to receive proceeds equal to the value that the loan balance was reserved at.

 

   

The second relationship is a $2.4 million commercial office property located in western Pennsylvania that originated in February of 2005. The project did not fully stabilize or develop. A specific reserve of $1.2 million was established in the first quarter of 2010. The primary collateral for this relationship is the commercial real estate, which has a recent appraisal from March of 2010.

 

   

The third relationship is a $5.2 million loan for an industrial warehouse property located in the southeast United States. The loan originated in February of 2000 and was placed on nonaccrual status in December of 2009. The borrower has experienced cash shortfalls due to low occupancy which was previously supplemented by the owners. Due to the uncertainty of future owner support, S&T established a specific reserve of $1.5 million during the fourth quarter of 2009. The property is to be auctioned in the second quarter of 2010. The specific reserve was increased $0.8 million to $2.3 million based upon the estimated price expected to be received at auction.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -

continued

 

 

   

The fourth relationship consisted of $30.3 million of commercial and industrial loans with an exploration and drilling company comprised of five different facilities and three legal entities. This relationship was originated in September of 2002 and was placed on nonaccrual status in February of 2009. The borrower experienced cash flow issues due to decreases in commodity prices in late 2008 and 2009. In the first quarter of 2009, the borrower faced going concern issues and S&T executed a collateral liquidation strategy. A charge-off of $26.5 million was taken on this relationship in the second quarter of 2009. The residual exposure estimated as of December 31, 2009 was $2.7 million and was supported with an appraisal completed in June of 2009. A $0.6 million charge-off was recorded in first quarter of 2010 as a result of a write down on the collateral of residential property to current market value and the property moving to other real estate owned (“OREO”).

Specific reserves increased and are primarily the result of the commercial loans discussed above. Management believes these commercial loans have been adequately reserved as determined by the quarterly impairment analysis and risk-rating process performed by the Loan Administration Department.

We have considered impaired loans in our determination of the allowance for loan losses. The specific reserves for impaired loans were $20.3 million and $17.0 million at March 31, 2010 and December 31, 2009, respectively.

S&T has a charge-off policy within its general lending policy. The charge-off policy is broken down into two components – retail and commercial.

The charge-off policy for retail loans is broken down into two types. The first type is unsecured or secured with non real estate. These loans are evaluated for a charge at 90 days past due. Unsecured loans are fully charged-off. If the loan is secured with non real estate, it will be charged down to the value of the collateral less the estimated cost to sell. If the collateral is repossessed and remains unsold for 120 days the carrying value will be completely charged-off. The second type is loans secured by real estate. These loans will be evaluated for a charge at 90 days past due. The loan will be charged down to the value of the collateral less the estimated cost to sell.

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

 

   

The status of a bankruptcy proceeding

 

   

The value of collateral and probability of successful liquidation

 

   

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

During the first three months of 2010, S&T experienced minimal net charge-offs of $1.0 million or 0.12 percent of average loans on an annualized basis as compared to $4.2 million or 0.49 percent of average loans on an annualized basis in the first three months of 2009.

The most significant charge-off during the first three months of 2010 was $0.6 million for a commercial relationship; the charge was the result of a write down on the collateral of residential property to current market value supported by a recent appraisal and the property remains in OREO.

 

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S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -

continued

 

The following table summarizes the composition of nonperforming loans:

 

Nonperforming Loans (“NPL”)

 

  

March 31, 2010

 

   

December 31, 2009

 

   

$ Change

 

(dollars in thousands)                 

Consumer

      

Home equity

   $1,618      $2,252      $ (634)

Residential mortgage

   4,695      5,583      (888)

Consumer installment

   99      20      79 

Total Consumer Loans

   6,412      7,855      (1,443)

Commercial

      

Commercial real estate

   66,138      53,789      12,349 

Commercial and industrial

   3,356      7,489      (4,133)

Construction

   20,884      21,674      (790)

Total Commercial Loans

   90,378      82,952      7,426 

Total NPL

   96,790      90,807      5,983 

OREO

   3,087      4,607      (1,520)

Total Nonperforming Assets

   $99,877      $95,414      $4,463 
      

Asset Quality Ratios:

                

Nonperforming loans as a percent of total loans

   2.85   2.67  

Nonperforming assets as a percent of total loans + OREO

   2.94   2.80    

The balance of nonperforming loans, which included loans past due 90 days or more, at March 31, 2010 was $96.8 million or 2.85 percent of total loans. This compares to nonperforming loans of $90.8 million or 2.67 percent of total loans at December 31, 2009. Nonperforming assets totaled $99.9 million or 2.41 percent of total assets at March 31, 2010 and $95.4 million or 2.29 percent of total assets at December 31, 2009.

The provision for loan losses was $4.4 million for the first three months of 2010, as compared to $21.4 million for the same period of 2009. The reduced provision was the result of management’s analysis of the adequacy of the allowance for loan losses and is consistent with the increase in nonperforming loans and classified loan trends and loan charge-off levels.

S&T’s policy is to place loans in all categories on nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due. There are no loans 90 days or more past due and still accruing. For the three months ended March 31, 2010 and 2009, interest that would have been recorded had the nonaccrual loans performed in accordance with the original loan terms was $1.2 million and $1.3 million, respectively.

Deposits

 

     

March 31, 2010

 

  

December 31, 2009

 

    

$ Change

 

(dollars in thousands)                 

Noninterest-bearing demand

   $709,422    $712,120      $(2,698)

Interest-bearing demand

   252,535    260,554      (8,019)

Money market

   250,699    289,367      (38,668)

Savings

   753,040    752,130      910 

Certificates of deposit

   1,380,120    1,290,370      89,750 

Total Deposits

   $3,345,816    $3,304,541      $41,275 

Deposits are the primary source of funds to S&T. 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 other more volatile sources. Certificates of deposit of $100,000 and over were 15 percent of total deposits at March 31, 2010 and 12 percent at December 31, 2009, and primarily represent deposit relationships with local customers in our market area. S&T had $185.2 and $109.8 million of brokered retail certificates of deposit outstanding at March 31, 2010 and December 31, 2009, respectively.

S&T participates in the Certificate of Deposit Account Registry Services (“CDARS”) program. The reciprocal program allows S&T customers to receive expanded FDIC coverage by placing multiple certificates of deposit at other CDARS member banks. S&T maintains deposits by accepting certificates of deposits from customers of CDARS member banks in the exact amount as S&T customers placed. S&T can also access the CDARS network to accept brokered certificates of deposit that are not part of the reciprocal CDARS program. As of March 31, 2010, S&T had $67.2 million of reciprocal deposits and $79.8 million of brokered

 

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S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -

continued

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

Borrowings

 

     

March 31, 2010

 

  

December 31, 2009

 

    

$ Change

 

(dollars in thousands)                 

Securities sold under repurchase agreements

   $47,996    $44,935      $3,061 

Short-term borrowings

   -    51,300      (51,300)

Long-term borrowings

   45,631    85,894      (40,263)

Junior subordinated debt securities

   90,619    90,619      -

Total Borrowings

   $184,246    $272,748      $(88,502)

Borrowings are a significant source of funding for S&T. Borrowings have decreased $88.5 million from December 31, 2009. The decrease in borrowings is a result of an increase in alternative funds through the CDARS program. S&T was able to secure CDARS at much lower rates than borrowings during the first quarter of 2010. Borrowings are comprised of retail repurchase agreements (“REPOs”), FHLB advances and long-term borrowings. S&T defines REPOs with our local retail customers as retail REPOs.

Capital Resources

Shareholders’ equity increased $7.4 million at March 31, 2010, compared to December 31, 2009. S&T had net income available to common shareholders of $9.8 million and dividends declared to common shareholders were $4.2 million for the three months ended March 31, 2010. Also affecting capital was an increase of $0.2 million in the funded status of pension and $1.0 million in unrealized gains on securities available-for-sale, net of tax, which is included in other comprehensive income.

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

 

      Adequately      Well-     

March 31, 2010

 

    

December 31, 2009

 

 
  

Capitalized

 

    

Capitalized

 

    

Amount

 

    

Ratio

 

    

Amount

 

    

Ratio

 

 
(dollars in thousands)                                          

S&T Bancorp, Inc.

                     

Tier 1 Leverage

   4.00    5.00    $ 415,904      10.51    $ 409,129      10.26

Tier 1 Capital to Risk-Weighted Assets

   4.00    6.00      415,904      12.40      409,129      12.10

Total Capital to Risk-Weighted Assets

   8.00    10.00      528,462      15.75      521,658      15.43

S&T Bank

                     

Tier 1 Leverage

   4.00    5.00    $ 275,921      7.00    $ 270,224      6.81

Tier 1 Capital to Risk-Weighted Assets

   4.00    6.00      275,921      8.27      270,224      8.05

Total Capital to Risk-Weighted Assets

   8.00    10.00      387,925      11.63      382,475      11.39

In August 2009, S&T filed a shelf registration statement on Form S-3 under the Securities Act of 1933 as amended, with the SEC for the issuance of up to $300.0 million of a variety of securities including, debt and capital securities, preferred and common stock and warrants. S&T may use the proceeds from the sale of any securities for general corporate purposes, which could include investments at the holding company level, investing in, or extending credit to, its subsidiaries, possible acquisitions and stock repurchases. As of March 31, 2010, S&T had not issued any securities pursuant to the shelf registration statement.

On January 16, 2009, S&T completed a $108.7 million capital raise as a participant in the Capital Purchase Program (the “CPP”). S&T temporarily used the funds received from the issuance of the Series A Preferred Stock and warrants to reduce S&T’s overnight borrowings at the FHLB of Pittsburgh (“FHLB”) which had the effect of increasing S&T’s liquidity for lending activities.

Explanation of Use of Non-GAAP Financial Measures

In addition to the results of operations presented in accordance with GAAP, S&T management uses, and this quarterly report contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis, operating revenue and the efficiency ratio. S&T believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparisons with the performance

 

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S&T BANCORP, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -

continued

 

of others in the financial services industry. Although S&T believes that these non-GAAP financial measures enhance investors’ understanding of S&T’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per the Consolidated Statements of Income (Loss) is reconciled to net interest income adjusted to a fully taxable equivalent basis on page 26.

Operating revenue is the sum of net interest income and noninterest income, less security gains. In order to understand the significance of net interest income to S&T’s business and operating results, S&T management believes it is appropriate to evaluate the significance of net interest income as a component of operating revenue.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ALCO monitors and manages interest rate sensitivity through GAP, rate shock analysis and simulations in order to avoid unacceptable earnings fluctuations due to interest rate changes. S&T’s GAP model includes certain management assumptions based upon past experience and the expected behavior of customers. The assumptions include principal prepayments for fixed rate loans, mortgage-backed securities and collateralized mortgage obligations, and classifying the demand, savings and money market balances by degree of interest rate sensitivity. The GAP and cumulative GAP represent 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. The table below shows the amount and timing of repricing assets and liabilities as of March 31, 2010.

 

    

Interest Rate Sensitivity

March 31, 2010

 

GAP   

1-6 Months

 

    

7-12 Months

 

    

13-24 Months

 

    

>2 Years

 

(dollars in thousands)

                 

Repricing Assets:

                 

Cash and due from banks

   $             -        $             -        $             -        $      72,605 

Securities available-for-sale

   76,753      30,046      63,196      158,734 

Federal Home Loan Bank stock, at cost

   -        -        -        23,542 

Net loans

   1,603,340      290,670      473,448      967,922 

Other assets

   -        -        -        375,511 

Total Repricing Assets

   1,680,093      320,716      536,644      1,598,314 

Repricing Liabilities:

                 

Noninterest-bearing demand deposits

   -        -        -        709,422 

Interest-bearing demand deposits

   31,567      31,567      63,133      126,268 

Money market

   250,699      -        -        -  

Savings

   528,593      32,064      64,128      128,255 

Certificates of deposit

   623,858      132,857      243,403      380,002 

Securities sold under repurchase agreements and short-term borrowings

   47,996      -        -        -  

Long-term borrowings and junior subordinated debt securities

   93,954      450      25,536      16,310 

Other liabilities and equity

   -        -        -        605,705 

Total Repricing Liabilities

   1,576,667      196,938      396,200      1,965,962 

GAP

   103,426      123,778      140,444      (367,648)

Cumulative GAP

   $    103,426      $    227,204      $    367,648      $               -  

 

Rate Sensitive Assets/Rate Sensitive Liabilities

 

  

March 31, 2010

 

 

December 31, 2009

 

Cumulative 6 months

   1.07   1.12    

Cumulative 12 months

   1.13   1.10    

 

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - continued

 

S&T’s one-year repricing GAP at March 31, 2010 indicates an asset sensitive position. This means that more assets than liabilities will reprice during the measured time frames. The implications of an asset sensitive position will differ depending upon the change in market interest rates. For example, with an asset sensitive position in an increasing interest rate environment, more assets than liabilities will increase in rate. This situation could result in an increase to our interest rate spreads, net interest income and operating income. Conversely, with an asset sensitive position in a declining interest rate environment, more assets than liabilities will decrease in rate. This situation could result in a decrease to our interest rate spreads, net interest income and operating income.

In addition to the GAP analysis, S&T performs rate shock analyses on a static balance sheet to estimate the effect that specific interest rate changes would have on 12 months of pretax net interest income. Rate shock analyses assume an immediate parallel shift of +/-300 basis points in market interest rates. Rate shock analyses also incorporates management assumptions regarding the level of interest rate changes on non-maturity deposit products (demand, NOW, money market and savings) and changes in the prepayment behavior of fixed rate loans and securities with optionality. Inclusion of these assumptions makes rate shock analysis more useful than GAP analysis alone.

The table below shows the percent change to pretax net interest income with a rate shock of +/- 300 basis points.

 

    

Immediate Change in Rates

 

Percent Change to Pretax Net Interest Income

 

  

+300 bps

 

  

-300 bps

 

March 31, 2010

   9.12%    (7.97)%

December 31, 2009

   8.16%    (6.93)%

The impact to pretax net interest income in the +/-300 basis point rate shocks for March 31, 2010 is consistent with having an asset sensitive balance sheet. When comparing the +/- 300 basis point rate shock results in March 31, 2010 to December 31, 2009, the percent change to net interest income has improved/declined because the balance sheet has become slightly more asset sensitive.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2010, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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S&T BANCORP, INC. AND SUBSIDIARIES

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 1A. Risk Factors

There have been no material changes to the risk factors that we have previously disclosed in Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 26, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Reserved

Item 5. Other Information

Not Applicable

Item 6. Exhibits

 

10.1    Severance Agreement, by and between Mark Kochvar and S&T Bancorp, Inc. dated December 31, 2008. Files as Exhibit 10.1 to S&T Bancorp, Inc. Current Report on Form 8-K filed on February 26, 2010 and incorporated herein by reference.*
31.1    Rule 13a-14(a) Certification of the Chief Executive Officer.
31.2    Rule 13a-14(a) Certification of the Chief Financial Officer.
32    Rule 13a-14(b) Certification of the Chief Executive Officer and Chief Financial Officer.

 

 

* Management Contract or Compensatory Plan or Arrangement

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

S&T Bancorp, Inc.

(Registrant)

Date: May 6, 2010  

/s/ Mark Kochvar

 

Mark Kochvar

Senior Executive Vice President and

Chief Financial Officer

 

38