UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended March 31, 2000
Transaction Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transaction period from to
Commission File Number 0-29083
THREE RIVERS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1843375
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2681 Mosside Boulevard, Monroeville, PA 15146-3315
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 666-8063
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.
X Yes No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 1, 2000
Common Stock, par value $0.01 6,664,370
per share
<PAGE>1
THREE RIVERS BANCORP, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION:
Item 1.Quarterly Financial Statements
Consolidated Balance Sheets -
March 31, 2000, December 31, 1999,
and March 31, 1999 3
Consolidated Statements of Income -
Three Months Ended March 31, 2000,
and 1999 4
Consolidated Statements of Changes
in Stockholders' Equity -
Three Months Ended
March 31, 2000, and 1999 6
Consolidated Statements of Cash Flows -
Three Months Ended
March 31, 2000, and 1999 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis
of Consolidated Financial Condition
and Results of Operations 19
Part II. Other Information 29
Item 6. Exhibits and Reports on Form 8-K - None
<PAGE>2
THREE RIVERS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
March 31 December 31 March 31
2000 1999 1999
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 16,979 $ 24,228 $ 16,213
Investment securities:
Available for sale 465,451 522,264 338,963
Held to maturity (market value
$147,967 on March 31, 1999) - - 147,101
Loans held for sale - 59 93
Loans 476,475 479,761 465,427
Less: Unearned income 51 58 86
Allowance for loan losses 5,027 5,021 6,235
Net loans 471,397 474,682 459,106
Premises and equipment 5,295 5,495 4,563
Accrued income receivable 6,806 7,504 6,853
Goodwill and core deposit intangibles 2,739 2,838 3,134
Bank owned life insurance 12,556 12,411 11,996
Other assets 17,721 16,255 3,525
Net assets of discontinued
mortgage banking operations 10,159 10,426 10,768
TOTAL ASSETS $ 1,009,103 $ 1,076,162 $ 1,002,315
LIABILITIES
Non-interest bearing deposits $ 85,523 $ 84,643 $ 80,011
Interest bearing deposits 494,375 488,052 493,292
Total deposits 579,898 572,695 573,303
Federal funds purchased and
securities sold under
agreements to repurchase 20,116 10,000 19,862
Other short-term borrowings 23,200 16,150 17,500
Advances from Federal Home
Loan Bank 319,876 409,876 309,876
Long-term debt 2,159 2,368 2,480
Total borrowed funds 365,351 438,394 349,718
Other liabilities 8,520 9,280 9,804
TOTAL LIABILITIES 953,769 1,020,369 932,825
STOCKHOLDERS' EQUITY
Subsidiary equity 72,316 72,969 71,031
Accumulated other
comprehensive income (16,982) (17,176) (1,541)
TOTAL STOCKHOLDERS' EQUITY 55,334 55,793 69,490
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,009,103 $ 1,076,162 $ 1,002,315
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>3
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans
and loans held for sale:
Taxable $ 9,548 $ 9,213
Tax exempt 179 110
Deposits with banks 5 8
Investment securities 8,368 7,506
Total Interest Income 18,100 16,837
INTEREST EXPENSE
Deposits 5,074 4,838
Federal funds purchased
and securities sold under
agreements to repurchase 289 238
Other short-term borrowings 467 296
Advances from Federal Home
Loan Bank 5,126 4,134
Long-term debt 55 65
Total Interest Expense 11,011 9,571
NET INTEREST INCOME 7,089 7,266
Provision for loan losses 150 75
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,939 7,191
NON-INTEREST INCOME
Trust fees 75 255
Net realized (losses) gains
on investment securities (502) 115
Net realized gains on
loans held for sale (14) (6)
Wholesale cash processing fees 120 175
Service charges on deposit accounts 442 458
Bank owned life insurance 146 137
Other income 356 344
Total Non-Interest Income 623 1,478
NON-INTEREST EXPENSE
Salaries and employee benefits 2,512 2,314
Net occupancy expense 535 492
Equipment expense 408 326
Professional fees 267 291
Supplies, postage, and freight 264 265
Miscellaneous taxes and insurance 165 167
FDIC deposit insurance expense 28 50
Amortization of goodwill and
core deposit intangibles 99 81
Spin-off costs 458 -
OREO expense 832 4
Other expense 1,021 1,154
Total Non-Interest Expense $ 6,589 $ 5,144
</TABLE>
CONTINUED ON NEXT PAGE
<PAGE>4
CONSOLIDATED STATEMENT OF INCOME
CONTINUED FROM PREVIOUS PAGE
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
<S> <C> <C>
INCOME BEFORE INCOME TAXES $ 973 $ 3,525
Provision for income taxes (477) 1,050
INCOME FROM CONTINUING OPERATIONS 1,450 2,475
(Loss) income from discontinued
Mortgage Banking Operations,
net of income taxes (267) 312
NET INCOME $ 1,183 $ 2,787
PER COMMON SHARE DATA:
Basic:
Income from continuing operations $ 0.22 $ 0.37
Net income 0.18 0.41
Average shares outstanding 6,659,483 6,722,921
Diluted:
Income from continuing operations $ 0.22 $ 0.36
Net income 0.18 0.41
Average shares outstanding 6,665,003 6,802,082
Cash dividends declared N/A N/A
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>5
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
Unaudited
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
<S> <C> <C>
PREFERRED STOCK
Balance at beginning of period $ - $ -
Balance at end of period - -
COMMON STOCK
Balance at beginning of period 2,015 2,015
Balance at end of period 2,015 2,015
CAPITAL SURPLUS
Balance at beginning of period 20,454 20,454
Balance at end of period 20,454 20,454
RETAINED EARNINGS
Balance at beginning of period 40,074 37,472
Income from continuing operations 1,450 2,475
Equity from discontinued mortgage
banking operations 10,159 10,768
Dividends paid to parent (1,836) (2,153)
Balance at end of period 49,847 48,562
ACCUMULATED OTHER
COMPREHENSIVE INCOME
Balance at beginning of period (17,176) 1,090
Other comprehensive income
(loss), net of tax 194 (2,631)
Balance at end of period (16,982) (1,541)
TOTAL STOCKHOLDERS' EQUITY $ 55,334 $ 69,490
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>6
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,183 $ 2,787
Adjustments to reconcile net income
to net cash provided by
operating activities:
Provision for loan losses 150 75
Depreciation and amortization expense 256 197
Amortization expense of goodwill and
core deposit intangibles 105 87
Net amortization of investment securities 146 175
Net realized losses on investment securities 14 6
Net realized losses (gains) on loans and
loans held for sale 502 (115)
Decrease in accrued income receivable 698 177
Increase in accrued expense payable (428) (721)
Net cash provided by operating activities 2,626 2,668
INVESTING ACTIVITIES
Purchases of investment securities and
other short-term investments
available for sale (10,817) (147,180)
Purchases of investment securities and
other short-term investments
held to maturity - (6,052)
Proceeds from maturities of investment
securities and other short-term investments
available for sale 10,763 41,828
Proceeds from maturities of investment
securities and other short-term investments
held to maturity - 8,631
Proceeds from sales of investment securities and
other short-term investments
available for sale 56,937 89,866
Long-term loans originated (22,092) (31,206)
Loans held for sale - (93)
Principal collected on long-term loans 21,993 32,991
Loans sold or participated 2,679 203
Net decrease in credit card receivable
and other short-term loans 114 1,035
Purchases of premises and equipment (107) (324)
Sale/retirement of premises and equipment 51 53
Net decrease in assets held in trust for
collateralized mortgage obligation 77 270
Net increase in other assets (1,463) (1,933)
Net cash provided (used) by investing activities 58,135 (11,911)
FINANCING ACTIVITIES
Proceeds from sales of certificates of deposit 99,059 69,487
Payments for maturing certificates of deposit (71,656) (55,729)
Net increase in demand and savings deposits (20,200) (905)
Net decrease (increase) in federal funds
purchased, securities sold under agreements
to repurchase, and other short-term borrowings 17,003 (4,687)
Net principal paydowns of advances from
Federal Home Loan Bank (90,000) (15)
Principal borrowings on long-term debt - 148
Repayments of long-term debt (46) -
Upstream cash dividends paid (1,836) (2,153)
Net (decrease) increase in other liabilities (334) 694
Net cash (used) provided by financing activities(68,010) 6,840
NET DECREASE IN CASH EQUIVALENTS (7,249) (2,403)
CASH EQUIVALENTS AT JANUARY 1 24,228 18,616
CASH EQUIVALENTS AT MARCH 31 $ 16,979 $ 16,213
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
At March 31, 2000, Three Rivers Bank was a wholly owned
subsidiary of USBANCORP, Inc. On April 1, 2000, USBANCORP, Inc.
executed its approved Board of Directors plan to split the Company's
banking subsidiaries into two separate publicly traded companies and Three
Rivers Bancorp, Inc. (Three Rivers Bancorp or the Company) was formed. On
this date, Three Rivers Bank was spun out from USBANCORP, Inc. and into the
Company.
Under the tax-free spin-off plan, 100% of the shares of Three
Rivers Bancorp, Inc, were distributed as a dividend to the
shareholders of the USBANCORP as a 1 for 2 stock dividend based on
their existing USBANCORP ownership. Standard Mortgage Company
(SMC), a mortgage banking company, a subsidiary of Three Rivers
Bank, was internally spun-off from Three Rivers Bank to the
USBANCORP prior to consummation of the Three Rivers Bank spin-off.
As a result of the spin-off of SMC, pro forma March 31, 2000, total assets
and equity will decrease by the equity of the discontinued mortgage
banking operation of $10,159,000.
For the Spin-off of Three Rivers Bank to be considered "tax-free,"
USBANCORP, Inc. petitioned to and received from the Internal Revenue Service
a favorable private letter ruling. This private letter ruling contains
certain
commitments on the part of the Company including no change in control for a
two
year period and a requirement to raise capital within one year after the
spin-
off. The requirement to raise capital could include issuing capital stock
in connection with a business combination.
2. Basis of Presentation
The consolidated financial statements include the accounts of
Three Rivers Bancorp, Inc. (the "Company") and its wholly-owned
subsidiary, Three Rivers Bank and Trust Company ("Three Rivers
Bank). In addition, the Parent Company is an administrative group
that provides support in such areas as finance and shareholder
relations. Intercompany accounts and transactions have been
eliminated in preparing the consolidated financial statements.
The unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments that are of a normal recurring nature and are
considered necessary for a fair presentation have been included.
They are not, however, necessarily indicative of the results of
consolidated operations for a full year.
For further information, refer to the consolidated financial
statements and accompanying notes included in the Company's annual
financial statements for the year ended December 31, 1999 filed with
the Securities and Exchange Commission as part of USBANCORP, Inc.'s
(NASDAQ: UBAN) Form 10 filing.
<PAGE>8
Basic earnings per share includes, only the weighted average
common shares outstanding. Diluted earnings per share includes, the
weighted average common shares outstanding and any dilutive common
stock equivalent shares in the calculation.
On a consolidated basis, cash equivalents include cash and due
from banks, interest bearing deposits with banks, and federal funds
sold and securities purchased under agreements to resell. The Company
is included in the consolidated federal income tax return of USBANCORP, Inc.
through March 31, 2000. Beginning April 1, 2000, the Company will file its own
consolidated federal income tax return with the internal Revenue Service.
The Company made paments to USBANCORP, Inc. for federal income taxes of
$1,382,000 in the first three months of 2000 as compared to $295,000
for the first three months of 1999. Total interest expense paid
amounted to $11,415,000 in 2000's first three months compared to
$10,296,000 in the same 1999 period.
3. Comprehensive Income
In January 1998, the Company adopted SFAS #130, "Reporting
Comprehensive Income," which established standards for reporting and
displaying comprehensive income and its components in a financial
statement. For the Company, comprehensive income includes net
income and unrealized holding gains and losses from available for
sale investment securities. The changes in other comprehensive
income are reported net of income taxes, as follows (in millions):
Three Months Ended
March 31, March 31,
2000 1999
Net income $1,183 $2,787
Other comprehensive income, before tax:
Unrealized holding gains(losses) on
investment securities 775 (3,862)
Less: reclassification adjustment for (losses)
gains included in net income (502) 115
Other comprehensive income(loss) before tax 273 (3,747)
Income tax expense(credit) related to items
of other comprehensive income 79 (1,116)
Other comprehensive income(loss), net of tax 194 (2,631)
Comprehensive income $ 1,377 $ 156
4. Investment Securities
Securities classified as available for sale include securities
which may be sold to effectively manage interest rate risk
exposure, prepayment risk, and other factors (such as liquidity
requirements). These available for sale securities are reported at
estimated fair value with unrealized aggregate
appreciation/(depreciation) excluded from income and
credited/(charged) to a separate component of shareholders' equity
on a net of tax basis. The mark to market of the available for sale
portfolio does inject more volatility in the book value of equity,
but has no impact on regulatory capital. The Company presently does
not engage in trading activity. Realized gain or loss on securities
sold was computed upon the adjusted cost of the specific securities
sold. The book and estimated fair values of investment securities
are summarized as follows (in thousands):
<PAGE>9
Investment securities available for sale:
March 31, 2000
Gross Gross
Estimated
Book Unrealized Unrealized Fair
Valu Gains Losses Value
U.S. Treasury $ 5,019 $ - $ (30) $ 4,989
U.S. Agency 17,951 - (1,048) 16,903
State and municipal 32,333 10 (2,938) 29,405
U.S. Agency mortgage-backed
securities 401,938 27 (21,802) 380,163
Other securities(f1) 34,559 - (568) 33,991
Total $491,800 $ 37 $(26,386) $ 465,451
(f1)Other investment securities include corporate notes and bonds,
asset-backed securities, and equity securities.
Maintaining investment quality is a primary objective of the
Company's investment policy which, subject to certain limited
exceptions, prohibits the purchase of any investment security below
a Moody's Investor's Service or Standard & Poor's rating of "A." At
March 31, 2000, 98.1% of the portfolio was rated "AAA" compared to
97.6% at March 31, 1999. Approximately 1.6% of the portfolio was
rated below "A" or unrated on March 31, 2000.
5. Loans and Loans Held for Sale
The loan portfolio of the Company consists of the following
(in thousands):
March 31 December 31 March 31
2000 1999 1999
Commercial $ 47,980 $ 45,861 $ 50,568
Commercial loans secured
by real estate 207,224 207,067 176,770
Real estate - mortgage 191,602 193,850 204,941
Consumer 29,669 33,042 33,241
Loans 476,475 479,820 465,520
Less: Unearned income 51 58 86
Loans, net of unearned
income $ 476,424 $ 479,762 $ 465,434
Real estate-construction loans were not material at these
presented dates and comprised 2.4% of total loans net of unearned
income at March 31, 2000. The Company has no credit exposure to
foreign countries or highly leveraged transactions.
6. Allowance for Loan Losses and Charge-Off Procedures
As a financial institution which assumes lending and credit
risks as a principal element of its business, the Company
anticipates that credit losses will be experienced in the normal
course of business. Accordingly, the Company consistently applies
a comprehensive methodology and procedural discipline which is
updated on a quarterly basis to determine both the adequacy of the
allowance for loan losses and the necessary provision for loan
losses to be charged against earnings. This methodology includes:
<PAGE>10
a detailed review of all criticized and impaired loans to
determine if any specific reserve allocations are required on an
individual loan basis. The specific reserve established for
these criticized and impaired loans is based on careful analysis
of the loan's performance, the related collateral value, cash
flow considerations and the financial capability of any
guarantor.
the application of formula driven reserve allocations for all
commercial and commercial real-estate loans are calculated by
using a three-year migration analysis of net losses incurred
within each risk grade for the entire commercial loan portfolio.
The difference between estimated and actual losses is reconciled
through the dynamic nature of the migration analysis.
the application of formula driven reserve allocations to
installment and mortgage loans which are based upon historical
charge-off experience for those loan types. The residential
mortgage loan allocation is based upon the Company's five-year
historical average of actual loan charge-offs experienced in that
category. The same methodology is used to determine the
allocation for consumer loans except the allocation is based upon
an average of the most recent actual three-year historical
charge-off experience for consumer loans.
the application of formula driven reserve allocations to all
outstanding loans and certain unfunded commitments is based upon
review of historical losses and qualitative factors, which
include but are not limited to, economic trends, delinquencies,
concentrations of credit, trends in loan volume, experience and
depth of management, examination and audit results, effects of
any changes in lending policies and trends in policy exceptions.
the maintenance of a general unallocated reserve to accommodate
inherent risk in the Company's portfolio that is not identified
through the Company's specific loan and portfolio segment reviews
discussed above. Management recognizes that there may be events
or economic factors that have occurred effecting specific
borrowers or segments of borrowers that may yet be fully
reflected in the information that the Company uses for arriving
at a specific loan or portfolio segment reserves. Therefore, the
Company and its Board of Directors believe a general unallocated
reserve is needed to recognize the estimation risk associated
with the specific and formula driven allowances. In conjunction
with the establishment of the general unallocated reserve, the
Company also looks at the total allowance for loan losses in
relation to the size of the total loan portfolio, the level of
non-performing assets and its coverage of these items as compared
to peer banks and industry.
After completion of this process, a formal meeting of the Loan
Loss Reserve Committee is held to evaluate the adequacy of the
reserve and establish the provision level for the next quarter. The
Company believes that the procedural discipline, systematic
methodology, and comprehensive documentation of this quarterly
process is in full compliance with all regulatory requirements and
provides appropriate support for accounting purposes.
<PAGE>11
When it is determined that the prospects for recovery of the
principal of a loan have significantly diminished, the loan is
immediately charged against the allowance account; subsequent
recoveries, if any, are credited to the allowance account. In
addition, non-accrual and large delinquent loans are reviewed
monthly to determine potential losses. Consumer loans are considered
losses when they are 90 days past due, except loans that are insured
for credit loss.
The Company's policy is to individually review, as
circumstances warrant, each of its commercial and commercial
mortgage loans to determine if a loan is impaired. At a minimum,
credit reviews are mandatory for all commercial and commercial
mortgage loans with balances in excess of $500,000 within each calendar year
period. The Company has also identified two pools of small dollar
value homogeneous loans which are evaluated collectively for
impairment. These separate pools are for residential mortgage loans
and consumer loans. Individual loans within these pools are
reviewed and removed from the pool if factors such as significant
delinquency in payments of 90 days or more, bankruptcy, or other
negative economic concerns indicate impairment.
An analysis of the changes in the allowance for loan losses
follows (in thousands, except ratios):
Three Months Ended Year Ended
March 31, December 31,
2000 1999 1999
Balance at beginning of period $ 5,021 $ 6,104 $ 6,104
Charge-offs:
Commercial 158 - 1,236
Real estate-mortgage 67 - 269
Consumer 12 14 123
Total charge-offs 237 14 1,628
Recoveries:
Commercial 13 56 201
Real estate-mortgage 69 8 17
Consumer 11 6 27
Total recoveries 93 70 245
Net charge-offs (recoveries) 144 (56) 1,383
Provision for loan losses 150 75 300
Balance at end of period $ 5,027 $ 6,235 $ 5,021
As a percent of average loans and
loans held for sale, net of
unearned income:
Annualized net
charge-offs (recoveries) 0.12% (0.05)% 0.30%
Annualized provision for loan
losses 0.13 0.07 0.06
Allowance as a percent of loans
and loans held for sale, net
of unearned income at period end 1.06 1.34 1.05
Total classified loans $15,244 $16,380 $15,715
<PAGE>12
7. Components of Allowance for Loan Losses
For impaired loans, the measurement of impairment may be based
upon: 1) the present value of expected future cash flows discounted
at the loan's effective interest rate; 2) the observable market
price of the impaired loan; or 3) the fair value of the collateral
of a collateral dependent loan.
The Company had loans totaling $575,000 at March 31, 2000, and $1,369,000
at March 31, 1999, being specifically identified as impaired and no
corresponding allocation reserve at March 31, 2000, but a $669,000 reserve at
March 31, 1999. The average outstanding balance for loans being specifically
identified as impaired was $575,000 for the first three months of
2000 compared to $1,369,000 for the first three months of 1999. All
of the impaired loans are collateral dependent, therefore the fair
value of the collateral of the impaired loans is evaluated in
measuring the impairment. There was no interest income recognized
on impaired loans during the first three months of 2000 or 1999.
The following table sets forth the allocation of the allowance
for loan losses among various categories. This allocation is
determined by using the consistent quarterly procedural discipline
which was discussed above. This allocation, however, is not
necessarily indicative of the specific amount or specific loan
category in which future losses may ultimately occur (in thousands,
except percentages):
March 31, 2000 December 31, 1999 March 31, 1999
Percent of Percent of Percent of
Loans in Loans in Loans in
Each Each Each
Category Category Category
Amount to Loans Amount to Loans Amount to Loans
Commercial $ 462 10.1% $ 914 9.6% $ 1,579 10.9%
Commercial
loans secured
by real estate 1,749 43.5 1,285 43.2 1,213 38.0
Real Estate -
mortgage 488 40.2 519 40.4 772 44.0
Consumer 180 6.2 185 6.8 209 7.1
Allocation to
general risk 2,148 - 2,118 - 2,462 -
Total $ 5,027 100.0% $ 5,021 100.0% $ 6,235 100.0%
Although real estate-mortgage loans comprise approximately 40%
of the Company's total loan portfolio, only $488,000 or 9.7% of the
total allowance for loan losses is allocated against this loan
category. The real estate-mortgage loan allocation is based upon
the Company's five-year historical average of actual loan charge-
offs experienced in that category. The disproportionately higher
allocations for commercial loans and commercial loans secured by
real estate reflect the increased credit risk associated with this
type of lending and the Company's historical loss experienced in
these categories.
<PAGE>13
At March 31, 2000, management of the Company believes the
allowance for loan losses was adequate to cover estimated losses
within the Company's loan portfolio. Although the allowance is
allocated to specific components of the loan portfolio, it is
available to cover any losses regardless of the component of the
loan portfolio.
8. Non-performing Assets
Non-performing assets are comprised of (i) loans which are on
a non-accrual basis, (ii) loans which are contractually past due 90
days or more as to interest or principal payments some of which are
insured for credit loss, and (iii) other real estate owned (real
estate acquired through foreclosure and in-substance foreclosures).
All loans, except for loans that are insured for credit loss, are
placed on non-accrual status immediately upon becoming 90 days past
due in either principal or interest. In addition, if circumstances
warrant, the accrual of interest may be discontinued prior to 90
days. In all cases, payments received on non-accrual loans are
credited to principal until full recovery of principal has been
recognized; it is only after full recovery of principal that any
additional payments received are recognized as interest income. The
only exception to this policy is for residential mortgage loans
wherein interest income is recognized on a cash basis as payments
are received.
The following table presents information concerning non-
performing assets (in thousands, except percentages):
March 31 December 31 March 31
2000 1999 1999
Non-accrual loans $ 2,829 $ 2,056 $ 4,056
Loans past due 90
days or more 50 154 31
Other real estate owned 5,828 6,866 492
Total non-performing
assets $ 8,707 $ 9,076 $ 4,579
Total non-performing
assets as a percent
of loans and loans
held for sale, net
of unearned income,
and other real estate owned 1.81% 1.87% 0.98%
The Company is unaware of any additional loans which are
required to either be charged-off or added to the non-performing
asset totals disclosed above. Other real estate owned is recorded
at the lower of 1)fair value minus estimated costs to sell, or
2)carrying cost.
The following table sets forth, for the periods indicated, (i)
the gross interest income that would have been recorded if non-
accrual loans had been current in accordance with their original
terms and had been outstanding throughout the period or since
origination if held for part of the period, (ii) the amount of
interest income actually recorded on such loans, and (iii) the net
reduction in interest income attributable to such loans (in
thousands).
<PAGE>14
Three Months Ended
March 31
2000 1999
Interest income due in accordance
with original terms $ 12 $ 19
Interest income recorded (1) (6)
Net reduction in interest income $ 11 $ 13
9. Off-Balance Sheet Hedge Instruments
Policies
The Company uses various interest rate contracts, such as
interest rate swaps, caps and floors, to help manage interest rate
and market valuation risk exposure, which is incurred in normal
recurrent banking activities. These interest rate contracts
function as hedges against specific assets or liabilities on the
Consolidated Balance Sheet. Unrealized gains or losses on these
hedge transactions are deferred. It is the Company's policy not to
terminate hedge transactions prior to expiration date.
For interest rate swaps, the interest differential to be paid
or received is accrued by the Company and recognized as an
adjustment to interest income or interest expense of the underlying
assets or liabilities being hedged. Because only interest payments
are exchanged, the cash requirement and exposure to credit risk are
significantly less than the notional amount.
Any premium or transaction fee incurred to purchase interest
rate caps or floors is deferred and amortized to interest income or
interest expense over the term of the contract. Unamortized
premiums related to the purchase of caps and floors are included in
"Other assets" on the Consolidated Balance Sheet. A summary of the
off-balance sheet derivative transactions outstanding as of March
31, 2000, are as follows:
Borrowed Funds Hedges
The Company, through its affiliation with USBANCORP. Inc.,
has entered into several interest rate swaps to
hedge short-term borrowings used to leverage the balance sheet.
Specifically, FHLB advances which reprice between 30 days and one
year are being used to fund fixed-rate agency mortgage-backed
securities with durations ranging from three to five years. Under
the swap agreements, the Company pays a fixed-rate of interest and
receives a floating-rate which resets either monthly, quarterly, or
annually. For the $40 million interest rate cap, the Company only
receives payment from the counter party if the federal funds rate
goes above the 5.00% strike rate. The following table summarizes
the interest rate swap transactions which impacted the Company's
first three months of 2000 performance:
<PAGE>15
Fixed Floating Impact
Notional Start Termination Rate Rate Repricing On Interest
Amount Date Date Paid Received Frequency Expense
$30,000,000 10-25-99 10-25-00 6.17% 6.08% Quarterly $ 6,242
40,000,000 10-25-99 10-25-01 6.41 6.08 Quarterly 32,737
40,000,000 5-01-99 4-30-00 5.00 5.75 Monthly (69,689)
$(30,710)
The Company believes that its exposure to credit loss in the
event of non-performance by any of the counterparties in the
interest rate swap agreements is remote.
The Company monitors and controls all off-balance sheet
derivative products with a comprehensive Board of Director approved
hedging policy. This policy permits a total maximum notional amount
outstanding of $300 million for interest rate swaps, and interest
rate caps/floors. The Company had no interest rate floors
outstanding at March 31, 2000, or March 31, 1999.
10. Goodwill and Core Deposit Intangible Assets
The Company's balance sheet shows both tangible assets (such
as loans, buildings, and investments) and intangible assets (such as
goodwill). The Company now carries $7,000 of goodwill and $2.7
million of core deposit intangible assets on its balance sheet.
$1.4 million of this core deposit intangible was established in the
first quarter of 1999 with the purchase of a First Western branch.
A reconciliation of the Company's intangible asset balances is as
follows (in thousands):
Balance at December 31, 1999 $ 2,838
Amortization expense (99)
Balance at March 31, 2000 $ 2,739
The Company is amortizing core deposit intangibles over
periods ranging from five to ten years while goodwill is being
amortized over a 15-year life. The straight-line method of
amortization is being used for both of these categories of
intangibles. It is important to note that this intangible
amortization expense is not a future cash outflow. The following
table reflects the future amortization expense of the intangible
assets (in thousands):
Remaining 2000 $ 297
2001 396
2002 396
2003 396
2004 396
2005 and after 858
<PAGE>16
11. Federal Home Loan Bank Borrowings
Total FHLB borrowings consist of the following at March 31,
2000, (in thousands, except percentages):
Type Maturing Amount Weighted
Average
Rate
Open Repo Plus Overnight $ 23,200 6.62%
Advances and 2000 205,000 5.44
wholesale 2001 58,876 6.40
repurchase 2002 6,000 7.25
agreements 2010 and after 50,000 5.99
Total Advances and 319,876 5.75
wholesale repurchase
agreements
Total FHLB Borrowings $343,076 5.80%
All of the above borrowings bear a fixed-rate of interest,
with the only exceptions being the Open Repo Plus advances whose
rate can change daily. All FHLB stock along with an interest in
unspecified mortgage loans and mortgage-backed securities, with an
aggregate statutory value equal to the amount of the advances, have
been pledged as collateral with the Federal Home Loan Bank of
Pittsburgh to support these borrowings.
12. Capital
The Company is subject to various capital requirements
administered by the federal banking agencies. Under capital
adequacy guidelines and the regulatory framework for prompt
corrective action, the Company must meet specific capital guidelines
that involve quantitative measures of the Company's assets,
liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgements by the
regulators about components, risk weightings, and other factors.
Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect
on the Company's financial statements.
<PAGE>17
Quantitative measures established by regulation to ensure
capital adequacy require the Company to maintain minimum amounts and
ratios(set forth in the table below) of total and Tier 1 capital to
risk-weighted assets, and of Tier 1 capital to average assets.
Management believes that as of March 31, 2000, the Company meets all
capital adequacy requirements to which it is subject.
As of March 31, 2000, and 1999, as well as, December 31, 1999,
the Federal Reserve categorized the Company as "Well Capitalized"
under the regulatory framework for prompt corrective action. To be
categorized as well capitalized, the Company must maintain minimum
total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as
set forth in the table. There are no conditions or events since
notification that management believes have changed the Company's
classification category. The table below is stated showing the
pro forma effect of the discontinued operations (equity has been
reduced by the discontinued operations that will be dividended to
USBANCORP, Inc. on April 1, 2000.)
To
Be Well
Capitalized Under
For Capital Prompt Corrective
As of March 31, 2000 Actual Adequacy Purposes Action
Provisions
Amount Ratio Amount Ratio Amount Ratio
(In thousands, except ratios)
Total Capital (to Risk
Weighted Assets) 64,445 12.83 40,194 8.00 50,242 10.00
Tier 1 Capital (to Risk
Weighted Assets) 59,418 11.83 20,097 4.00 30,145 6.00
Tier 1 Capital (to Average
Assets) 59,418 5.72 41,521 4.00 51,901 5.00
<PAGE>18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
("M.D.& A.")
.....PERFORMANCE OVERVIEW..... At March 31, 2000, Three Rivers Bank
was a wholly owned subsidiary of USBANCORP, Inc. On April 1, 2000,
USBANCORP, Inc. executed its approved Board of Directors plan to
split the USBANCORP Inc.'s banking subsidiaries into two separate publicly
traded companies.
Under the tax-free spin-off plan, 100% of the shares of Three
Rivers Bancorp, Inc, were distributed as a dividend to the
shareholders of the USBANCORP as a 1 for 2 stock dividend based on
their existing USBANCORP ownership. Standard Mortgage Company
(SMC), a mortgage banking company, a subsidiary of Three Rivers
Bank, was internally spun-off from Three Rivers Bank to the
USBANCORP prior to consummation of the Three Rivers Bank spin-off.
As a result of the spin-off, first quarter 2000 results were
negatively affected by $458,000 of spin-off related costs, which
negatively effected earnings per share by $0.04. During the first
quarter of 2000, the Internal Revenue Service completed its examination
of USBANCORP, Inc.'s federal income tax returns (of which the Company was
included) through the 1997 tax year. As a result of a change in the estimate
of the Company's income tax liability,the Company
reversed tax expense accruals of $750,000, resulting in a negative income tax
provision for the first quarter of 2000 of $477,000.
The Company's net income from continuing operations and exclusive of the
aforementioned spin-off costs, for the first
quarter of 2000 totaled $1.7 million or $0.26 per share on a diluted basis.
The first quarter 2000 results are lower when compared with the $2.5 million
or $0.36 per diluted share reported for the first quarter of 1999.
The Company's return on equity (ROE) averaged 12.75% for the
first quarter of 2000 compared to 16.32% ROE reported in the first
quarter of 1999.
Net interest income decreased by $177,000 or 2.4% as a result
of rising interest rates causing compression in the net interest
margin from 3.14% in the first quarter of 1999 to 2.85% in the first
quarter of 2000. The Company's equity base has been adversely
effected by a drop in other comprehensive income due to a decline in
value of the Company's available for sale securities portfolio. The
following table summarizes some of the Company's key performance
indicators (in thousands, except per share and ratios):
Three Months Ended Three
Months Ended
March 31, 2000 March 31,
1999
Net income from continuing operations $ 1,450 $ 2,475
Diluted earnings per share 0.22 0.36
Return on average equity 12.75% 16.32%
Return on average assets 0.56 1.01
Average diluted common
shares outstanding 6,665 6,802
.....NET INTEREST INCOME AND MARGIN.....The Company's net interest
income represents the amount by which interest income on earning
assets exceeds interest paid on interest bearing liabilities. Net
interest income is a primary source of the Company's earnings; it is
affected by interest rate fluctuations as well as changes in the
amount and mix of earning assets and interest bearing liabilities.
<PAGE>19
It is the Company's philosophy to strive to optimize net interest
income performance in varying interest rate environments. The
following table compares the Company's net interest income
performance for the first quarter of 2000 to the first quarter of
1999 (in thousands, except percentages):
Three Months Ended
March 31
2000 1999 $ Change % Change
Interest income $ 18,100 $ 16,837 1,263 7.5
Interest expense 11,011 9,571 1,440 15.0
Net interest income 7,089 7,266 (177) (2.4)
Tax-equivalent adjustment 205 227 (22) (9.7)
Net tax-equivalent
interest income $ 7,294 $ 7,493 (199) (2.7)
Net interest margin 2.85% 3.14% (0.29)% N/M
N/M - Not meaningful
Three Rivers Bancorp net interest income on a tax-equivalent
basis decreased by $199,000 or 2.7% due primarily to compression of
the net interest margin. Total average earning assets were $59
million higher in the first quarter of 2000 due to a $12 million or
2.6% increase in total loans and a $46 million or 9.5% increase in
investment securities. The Company was able to achieve solid loan
growth in commercial and commercial real estate loans of $28
million or 12%, when compared to the first quarter of 1999. During
the same period the comparably lower yielding residential real
estate loans decreased by $13 million or 7%.
The income benefit from this growth in earning assets was more
than offset by a 29 basis point decline in the net interest margin
to 2.85%. The drop in the net interest margin reflects a four basis
point increase in the earning asset yield which was more than offset
by 33 basis point increase in the cost of funds. The Company, has,
however in the first quarter of 2000 sold $57 million in securities
to help reduce interest rate risk and decrease further margin
compression as a result of the leverage program the Company has had
in place over the last five years.
The overall growth in the earning asset base was one strategy
used by the Company to leverage its capital. The maximum amount of
leveraging the Company can perform is controlled by internal policy
requirements to maintain a minimum asset leverage ratio of no less
than 6.0% (see further discussion under Capital Resources) and to
limit net interest income variability to plus or minus 7.5% and net income
variability to plus or minus 15% over a twelve month period. (See further
discussion under Interest Rate Sensitivity) .
...COMPONENT CHANGES IN NET INTEREST INCOME...Regarding the separate
components of net interest income, the Company's total tax-
equivalent interest income for the first quarter of 2000 increased
by $1.2 million or 7.3% when compared to the same 1999 period. This
increase was due to the $59 million or 6.2% increase in total
average earning assets which caused interest income to rise by $1.2
million. Within the earning asset base, the yield on the total loan
portfolio increased by 10 basis points to 8.14% due to the upward
repricing of floating-rate loans and the shift in the loan portfolio
to the higher yielding commercial and commercial real estate loans.
The yield on total investment securities increased by seven basis
points to 6.39% due the slow down of prepayments and the
corresponding decrease in the amortization of premiums.
<PAGE>20
The Company's total interest expense for the first quarter of
2000 increased by $1.4 million or 15% when compared to the same 1999
period. This higher interest expense was due to a $61 million
increase in average interest bearing liabilities, combined with a 33
basis point increase in interest bearing liabilities, to an average
of 4.91% for the first quarter of 2000. The growth in interest
bearing liabilities included a $49 million increase in FHLB Advances
used to fund asset growth. The remainder of the interest bearing
liability increase occurred in certificate of deposits which were
used to help fund the previously mentioned earning asset growth.
FHLB advances had an average cost of 5.75% in the first quarter of
2000 which was 36 basis points higher than their cost in the prior
year first quarter and 157 basis points greater than the average
cost of deposits which was 4.18% in the first quarter. Overall, the
Company's total cost of funds increased by 33 basis points to 4.91%
as the pricing declines for both deposits and borrowings were
partially offset by a greater use of borrowings to fund the earning
asset base.
It is recognized that interest rate risk does exist from this
use of borrowed funds to leverage the balance sheet. To neutralize
a portion of this risk, the Company has executed a total of $110
million of off-balance sheet hedging transactions which help fix the
variable funding costs associated with the use of short-term
borrowings to fund earning assets. (See further discussion under
Note 9.) The Company also has asset liability policy parameters
which limit the maximum amount of borrowings to 40% of total assets.
For the first quarter of 2000, the level of short-term borrowed
funds and FHLB advances to total assets averaged 39.5%. At quarter
end the Company had borrowed funds to total assets of 36% which is
within the parameters set by the Company. The Company plans to use
cash flow from mortgage-backed securities and increasing deposits to
pay down borrowings during the next several quarters. .
The table that follows provides an analysis of net interest
income on a tax-equivalent basis setting forth (i) average assets,
liabilities, and stockholders' equity, (ii) interest income earned
on interest earning assets and interest expense paid on interest
bearing liabilities, (iii) average yields earned on interest earning
assets and average rates paid on interest bearing liabilities, (iv)
Three Rivers Bancorp's interest rate spread (the difference between the
average
yield earned on interest earning assets and the average rate paid on
interest bearing liabilities), and (v) Three Rivers Bancorp's net interest
margin (net interest income as a percentage of average total
interest earning assets). For purposes of this table, loan balances
include non-accrual loans and interest income on loans includes loan
fees or amortization of such fees which have been deferred, as well
as, interest recorded on non-accrual loans as cash is received.
Additionally, a tax rate of approximately 35% is used to compute tax
equivalent yields.
<PAGE>21
Three Months Ended March 31 (In thousands, except percentages)
<TABLE>
<CAPTION>
2000 1999
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans and loans held
for sale, net of
unearned income $ 475,598 $ 9,768 8.14% $ 463,424 $ 9,350 8.04%
Deposits with banks 744 5 2.64 890 8 3.80
Federal funds sold and securities
purchased under agreements
to resale 2 - 6.00 - - -
Total investment
securities 533,270 8,532 6.39 486,785 7,706 6.32
Total interest earning
assets/interest income 1,009,614 18,305 7.23 951,099 17,064 7.19
Non-interest earning assets:
Cash and due from banks 15,694 15,945
Premises and equipment 5,400 4,459
Other assets 15,110 26,185
Allowance for loan losses (5,051) (6,177)
TOTAL ASSETS $1,040,767 $991,511
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand $ 42,059 $ 91 0.87% $ 45,218 $ 109 0.97%
Savings 64,283 313 1.96 64,992 265 1.65
Money markets 51,373 368 2.88 55,622 401 2.90
Other time 330,059 4,302 5.24 317,836 4,063 5.13
Total interest bearing
deposits 487,774 5,074 4.18 483,668 4,838 4.02
Short term borrowings:
Federal funds purchased,
securities sold under
agreements to repurchase
and other
short-term borrowings 53,026 756 5.64 44,471 534 5.80
Advances from Federal
Home Loan Bank 358,382 5,126 5.75 309,616 4,134 5.39
Long-term debt 2,287 55 9.67 2,560 65 10.30
Total interest bearing
liabilities/interest expense 901,469 11,011 4.91 840,315 9,571 4.58
Non-interest bearing liabilities:
Demand deposits 83,338 79,644
Other liabilities 10,234 10,071
Stockholders' equity 45,726 61,481
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,040,767 $991,511
Interest rate spread 2.32 2.61
Net interest income/
net interest margin 7,294 2.85% 7,493 3.14%
Tax-equivalent adjustment (205) (227)
Net Interest Income $7,089 $7,266
</TABLE>
<PAGE>22
..PROVISION FOR LOAN LOSSES.....The Company's provision for loan
losses for the first quarter of 2000 totaled $150,000 or 0.13% of
average total loans which represented a $75,000 increase from the
provision level experienced in the 1999 first quarter. The
Company's net loan charge-offs amounted to $144,000 or 0.12% of
average loans in the first quarter of 2000. The higher provision in
2000 was due to continued growth of the commercial and commercial
mortgage loan portfolio and a higher level of non-performing assets.
The Company applies a consistent methodology and procedural
discipline to evaluate the adequacy of the allowance for loan losses
at on a quarterly basis. (See further discussion in Note 6 and the
Allowance for Loan Losses section of the MD&A.)
.....NON-INTEREST INCOME.....Non-interest income for the first
quarter of 2000 totaled $623,000 which represented a $855,000 or
57.8% decrease when compared to the same 1999 quarter. This
decrease was primarily due to the following items:
a $617,000 decrease in gains realized on investment security
sales, the first quarter of 2000 had losses on sales of the
investment portfolio of $502,000 as the Company sold
approximately $57 million in securities and used the proceeds
to pay down short-term advances at the FHLB.
a $180,000 decrease in trust fees as the Company has entered
into an agreement in which it receives a flat monthly fee for
trust referrals, and no longer has its own trust department.
a $55,000 or 31.4% decrease in wholesale cash processing fees
to $120,000, as the Company has experienced a decrease in the
number of wholesale customers.
.....NON-INTEREST EXPENSE.....Non-interest expense for the first
quarter of 2000 totaled $6.6 million which represented a $1.5
million increase or 28% increase when compared to the same 1999
quarter. This increase was primarily due to the following items:
as a result of the spin-off the Corporation had $458,000 of
non-recurring spin-off costs.
a $2.5 million or 8.5% increase in salary & employee benefits
as a result of the spin-off necessitating jobs that prior to
the spin-off were provided by USBANCORP, Inc., and employee
salary increases of 2%.
a $735,000 write down of an Other Real Estate Owned property,
that was acquired through a foreclosure on a commercial real
estate loan.
the Company has agreed with USBANCORP, Inc.
where USBANCORP, Inc., will provide internal audit, asset liability
management, accounts payable and other support services to The Company
For the first quarter the fee for those services was $375,000.
.....INCOME TAX EXPENSE.....The Company's provision for income taxes
for the first quarter of 2000 was a negative $477,000 reflecting a
change in the estimate of the Company's tax liability of approximately
$750,000 as a result of
closing tax years through 1997. The Company's tax-free asset holdings
consist primarily of municipal investment securities, bank owned
life insurance, and commercial loan tax anticipation notes. Net
deferred income taxes of $10.7 million have been provided as of
March 31, 2000, on the differences between taxable income for
financial and tax reporting purposes.
<PAGE>23
.....NET OVERHEAD BURDEN.....The Company's efficiency ratio (non-
interest expense divided by total revenue) increased to 83.2% in the
first quarter of 2000 compared to 57.3% for the same period of 1999.
Factors contributing to the higher efficiency ratio in 2000
included the compression experienced in the net interest margin and
an increased level of non-interest expenses which included spin-off
costs.
.....BALANCE SHEET.....The Company's total consolidated assets were
$1.009 billion at March 31, 2000, compared with $1.002 billion at
March 31, 1999, which represents an increase of $7 million. During
the first quarter 1999, total loans and loans held for sale
increased by approximately $11 million due to commercial and
commercial mortgage loans. Total investment securities decreased by
$20.6 million and all investments as of March 31, 2000 are
classified as available for sale.
Total deposits increased by $6.5 million or 1.2% since March
31, 1999. The Company's total borrowed funds position increased by
$15.6 million in order to fund the asset growth. Total equity
declined by $14 million due to a decline in accumulated other
comprehensive income as a result of a decrease in the market value
of the available for sale securities portfolio.
.....LOAN QUALITY.....The following table sets forth information
concerning Three Rivers Bancorp's loan delinquency and other non-performing
assets. At all dates presented, the Company had no troubled debt
restructurings which involve forgiving a portion of interest or principal
an any laons or making loans at a rate materially less than that of
market rates:
March 31 December 31 March 31
2000 1999 1999
(In thousands, except percentages)
Total loan delinquency (past due
30 to 89 days) $ 3,670 $4,011 $ 3,492
Total non-accrual loans 2,829 2,056 4,056
Total non-performing assets(f1) 8,707 9,076 4,579
Loan delinquency, as a percentage
of total loans and loans held
for sale, net of unearned income 0.77% 0.84% 0.75%
Non-accrual loans, as a percentage
of total loans and loans held
for sale, net of unearned
income 0.59 0.43 0.87
Non-performing assets, as a
percentage of total loans and
loans held for sale, net of
unearned income, and other
real estate owned 1.81 1.87 0.98
(f1)Non-performing assets are comprised of (i) loans that are on
a non-accrual basis, (ii) loans that are contractually past due 90
days or more as to interest and principal payments some of which are
insured for credit loss, and (iii) other real estate owned. All
loans, except for loans that are insured for credit loss, are placed
on non-accrual status upon becoming 90 days past due in either
principal or interest.
Between March 31, 1999, and March 31, 2000, total loan
delinquency increased $178,000 by causing the delinquency ratio to
increase two basis points to 0.77%. Total non-performing assets
increased by $4.1 million since March 31,1999 causing the non-
performing assets to total loans ratio to increase to 1.81%. The
increase in non-performing assets is due to a $6.5 million
commercial mortgage loan on a construction project which has been
placed in other real estate owned and has been written down to estimated
net realizable value.
<PAGE>24
.....ALLOWANCE FOR LOAN LOSSES.....The following table sets forth
changes in the allowance for loan losses and certain ratios for the
periods ended (in thousands, except percentages):
March 31 December 31 March 31
2000 1999 1999
Allowance for loan losses $ 5,027 $ 5,021 $ 6,235
Allowance for loan losses as
a percentage of each of
the following:
total loans and loans
held for sale,
net of unearned income 1.06% 1.05% 1.34%
total delinquent loans
(past due 30 to 89 days) 136.98 125.18 178.55
total non-accrual loans 177.70 244.21 153.72
total non-performing loans 174.61 227.19 152.56
Since March 31, 1999, the balance in the allowance for loan
losses has decreased by $1.2 million due to net charge-offs
exceeding the loan loss provision. The Company's allowance for loan
losses at March 31, 2000, was 178% of non-accrual loans.
.....INTEREST RATE SENSITIVITY.....Asset/liability management
involves managing the risks associated with changing interest rates
and the resulting impact on the Company's net interest income, net
income and capital. The management and measurement of interest rate
risk at Three Rivers Bancorp is performed by using the following
tools: 1) simulation modeling which analyzes the impact of interest
rate changes on net interest income, net income and capital levels
over specific future time periods. The simulation modeling
forecasts earnings under a variety of scenarios that incorporate
changes in the absolute level of interest rates, the shape of the
yield curve, prepayments and changes in the volumes and rates of
various loan and deposit categories. The simulation modeling also
incorporates all off balance sheet hedging activity as well as
assumptions about reinvestment and the repricing characteristics of
certain assets and liabilities without stated contractual
maturities; 2)static "GAP" analysis which analyzes the extent to
which interest rate sensitive assets and interest rate sensitive
liabilities are matched at specific points in time; and 3) market
value of portfolio equity sensitivity analysis. The overall
interest rate risk position and strategies are reviewed by senior
management and Company's Board of Directors on an ongoing basis.
<PAGE>25
The following table presents a summary of the Company's static
GAP positions (in thousands, except for the GAP ratios):
March 31 December 31 March 31
2000 1999 1999
Six month cumulative GAP
RSA. ..................... $ 248,776 $ 270,835 $ 233,109
RSL....................... (439,703) (487,774) (339,541)
Off-balance sheet
hedges............... (70,000) (70,000) -
GAP...................... $ (120,927) $ (146,939) $ (106,432)
GAP ratio.............. 0.67X 0.65X 0.69X
GAP as a % of total
assets................ (11.98)% (13.65)% (10.62)%
One year cumulative GAP
RSA...................... $ 331,844 $ 357,263 $ 322,902
RSL...................... (542,444) (664,707) (434,997)
Off-balance sheet
hedges.............. (40,000) (40,000) -
GAP...................... $ (170,600) $ (267,444) $ (112,095)
GAP ratio.............. 0.66X 0.57X 0.74X
GAP as a % of total
assets............... (16.91)% (24.85)% (11.18)%
When March 31, 2000, is compared to December 31, 1999, both
the Company's six month and one year cumulative GAP ratios became
less negative due primarily to a decrease in the Company's short-
term FHLB borrowings.
Management places primary emphasis on simulation modeling to
manage and measure interest rate risk. The Company's asset
liability management policy seeks to limit net interest income
variability over the first twelve months of the forecast period to
plus or minus 7.5% and net income variability to plus or minus
15.0% based upon varied
economic rate forecasts which include interest rate movements of up
to 200 basis points and alterations of the shape of the yield curve.
Additionally, the Company also uses market value sensitivity
measures to further evaluate the balance sheet exposure to changes
in interest rates. Market value of portfolio equity sensitivity
analysis captures the dynamic aspects of long-term interest rate
risk across all time periods by incorporating the net present value
of expected cash flows from the Company's assets and liabilities.
The Company monitors the trends in market value of portfolio equity
sensitivity analysis on a quarterly basis.
The following table presents an analysis of the sensitivity
inherent in the Company's net interest income, net income and market
value of portfolio equity. The interest rate scenarios in the table
compare the Company's base forecast or most likely rate scenario at
March 31, 2000, to scenarios which reflect ramped increases and
decreases in interest rates of 200 basis points along with
performance in a stagnant rate scenario with interest rates held
flat at the March 31, 2000, levels. The Company's most likely rate
scenario is based upon published economic consensus estimates. Each
rate scenario contains unique prepayment and repricing assumptions
which are applied to the Company's expected balance sheet
composition which was developed under the most likely interest rate
scenario.
<PAGE>26
Variability of Change In
Interest Rate Net Interest Variability of Market Value of
Scenario Income Net Income Portfolio Equity
Base 0% 0% 0%
Flat 1.2 3.2 2.7
200bp increase (3.0) (7.8) (32.6)
200bp decrease 0.4 1.0 59.9
As indicated in the table, the maximum negative variability of
Three Rivers Bancorp's net interest income and net income over the next
twelve month period was (3.0%) and (7.8%) respectively, under an upward
rate shock forecast reflecting a 200 basis point increase in
interest rates. The variability of market value of portfolio equity
was (32.6%) under this interest rate scenario. The off-balance
sheet borrowed funds hedge transactions also helped reduce the
variability of forecasted net interest income, net income, and
market value of portfolio equity in a rising interest rate
environment. Finally, this sensitivity analysis is limited by the
fact that it does not include any balance sheet repositioning
actions the Company may take should severe movements in interest
rates occur such as lengthening or shortening the duration of the
securities portfolio or entering into additional off-balance sheet
hedging transactions. These actions would likely reduce the
variability of each of the factors identified in the above table in
the more extreme interest rate shock forecasts.
.....LIQUIDITY......Liquidity can be analyzed by utilizing the
Consolidated Statement of Cash Flows. Cash equivalents increased by
$767,000 from March 31, 1999, to March 31, 2000. During the first
quarter of 2000 there was $58 million of net cash provided by
investing activities and $3 million of net cash provided by
operating activities. This was more than offset by $68 million of
net cash used by financing activities. Within investing activities,
sales of investment securities exceeded cash proceeds needed for
security purchases by $46 million. Cash advanced for new loan
fundings totaled $22 million and was approximately equal to the cash
received from loan principal payments. Within financing activities,
net deposits increased by $7 million due primarily to growth in
certificates of deposits.
.....CAPITAL RESOURCES.....As presented in Note 12 the Company
exceeds all regulatory capital ratios at March 31, 2000.
Furthermore, each of the Company is considered "well capitalized"
under all applicable FDIC regulations. It is the Company's intent
to maintain the FDIC "well capitalized" classification to ensure
the lowest deposit insurance premium. All risk based capital ratios included
in this presentation are presented on a pro forma basis, after the internal
spin-off of SMC from the Company to USBANCORP, Inc.
The Company declared Common Stock dividends of $1.8 million in
the first quarter of 2000, and were the last dividends that will be
paid to USBANCORP, Inc. as part of its dividend upstream to the
Company's former parent company. The Company's Board of Directors
believes that dividend is a key component of total shareholder
return particularly for retail shareholders.
<PAGE>27
.....FORWARD LOOKING STATEMENT.....This Form 10-Q contains various
forward-looking statements and includes assumptions concerning the
Company's beliefs, plans, objectives, goals, expectations,
anticipations estimates, intentions, operations, future results, and
prospects, including statements that include the words "may,"
"could," "should," "would," "believe," "expect," "anticipate,"
"estimate," "intend," "plan" or similar expressions. These forward-
looking statements are based upon current expectations and are
subject to risk and uncertainties. In connection with the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995, the Company provides the following cautionary statement
identifying important factors (some of which are beyond the
Company's control) which could cause the actual results or events
to differ materially from those set forth in or implied by the
forward-looking statements and related assumptions.
Such factors include the following: (i) risk resulting from
the Distribution and the operation of Three Rivers Bank as a
separate independent company, (ii) the effect of changing regional
and national economic conditions; (iii) the effects of trade,
monetary and fiscal policies and laws, including interest rate
policies of the Board of Governors of the Federal Reserve System;
(iv) significant changes in interest rates and prepayment speeds;
(v) inflation, stock and bond market, and monetary fluctuations;
(vi) credit risks of commercial, real estate, consumer, and other
lending activities; (vii) changes in federal and state banking and
financial services laws and regulations; (viii) the presence in the
Company's market area of competitors with greater financial
resources than the Company; (ix) the timely development of
competitive new products and services by the Company and the
acceptance of those products and services by customers and
regulators (when required); (x) the willingness of customers to
substitute competitors' products and services for those of the
Company and vice versa; (xi) changes in consumer spending and
savings habits; (xii) unanticipated regulatory or judicial
proceedings; and (xiii) other external developments which could
materially impact the Company's operational and financial
performance.
The foregoing list of important factors is not exclusive, and
neither such list nor any forward-looking statement takes into
account the impact that any future acquisition may have on the
Company and on any such forward-looking statement.
<PAGE>28
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - The following exhibits are being filed as a prt of
this
Quarterly report on Form 10-Q:
3.1 Amended and Restated Articles of Incorporation, of Three
Rivers Bancorp, Inc. (Incoprorated by reference to Exhibit 3.1
to the Form 10 of Three Rivers Bancorp, Inc., File
No. 000-29083)
3.2 Amended and Restated Bylaws of Three Rivers Bancorp, Inc.,
(Incorporated by reference to Exhibit 3.2 to the Form 10 of
Three Rivers Bancorp, Inc., File No. 000-29083)
10.1 Corporate Separation and Reorganization agreement
(Incorporated by reference to exhibit 10.1 to the Form 10
of Three Rivers Bancorp., File No. 000-29083)
10.2 Tax Separation Agreement (Incorporated by reference to
exhibit 2.2 to the current report on Form 8-K of
USBANCORP, Inc. filed on April 14, 2000)
10.3 Three Rivers Bancorp, Inc. Stock Option Plan
27.1 Financial Data Schedule
(b) Reports on Form 8-K:There were no reports on Form 8-K filed during the
quarter ended March 31, 2000.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Three Rivers Bancorp, Inc.
Registrant
Date: May 15, 2000 /s/Terry K. Dunkle
Terry K. Dunkle
Chairman, President and
Chief Executive Officer
Date: May 15, 2000 /s/Anthony M.V. Eramo
Anthony M.V. Eramo
Vice President and
Chief Financial Officer
<PAGE>29
STATEMENT OF MANAGEMENT RESPONSIBILITY
April 14, 2000
To the Stockholders and
Board of Directors of
Three Rivers Bancorp, Inc.
Management of Three Rivers Bancorp, Inc. and its subsidiaries
have prepared the consolidated financial statements and other
information in the Form 10-Q in accordance with generally
accepted accounting principles and are responsible for its
accuracy.
In meeting its responsibilities, management relies on internal
accounting and related control systems, which include selection
and training of qualified personnel, establishment and
communication of accounting and administrative policies and
procedures, appropriate segregation of responsibilities, and
programs of internal audit. These systems are designed to
provide reasonable assurance that financial records are reliable
for preparing financial statements and maintaining accountability
for assets, and that assets are safeguarded against unauthorized
use or disposition. Such assurance cannot be absolute because of
inherent limitations in any internal control system.
Management also recognizes its responsibility to foster a climate
in which Company affairs are conducted with the highest ethical
standards. The Company's Code of Conduct, furnished to each
employee and director, addresses the importance of open internal
communications, potential conflicts of interest, compliance with
applicable laws, including those related to financial disclosure,
the confidentiality of propriety information, and other items.
There is an ongoing program to assess compliance with these
policies.
The Audit Committee of the Company's Board of Directors consists
solely of outside directors. The Audit Committee meets
periodically with management and the independent accountants to
discuss audit, financial reporting, and related matters. Arthur
Andersen LLP and the Company's internal auditors have direct
access to the Audit Committee.
/s/Terry K. Dunkle /s/Anthony M.V. Eramo
Terry K. Dunkle Anthony M.V. Eramo
Chairman, President & Vice President &
Chief Executive Officer Chief Financial
Officer
Exhibit 10.3
THREE RIVERS BANCORP, INC.
STOCK OPTION PLAN
February 24, 2000
THREE RIVERS BANCORP, INC.
STOCK OPTION PLAN
The purposes of the Stock Option Plan (the "Plan") are to encourage
eligible employees of THREE RIVERS BANCORP, INC. (the "Corporation") and its
Subsidiaries, including directors and officers of the Corporation who are
employees, to increase their efforts to make the Corporation and each
Subsidiary
more successful, to provide an additional inducement for such employees to
remain with the Corporation or a Subsidiary, to reward such employees by
providing an opportunity to acquire the Common Stock, par value $0.01 per
share,
of the Corporation (the "Common Stock") on favorable terms and to provide a
means through which the Corporation may attract able persons to enter the
employment of the Corporation or one of its Subsidiaries. For purposes of the
Plan, the term "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing at least
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain. An additional limited
purpose of the Plan is to provide a single grant of stock options to option
holders of the Corporation's present parent corporation (who may or may not
become employees of the Corporation) in connection with the adjustment of the
parent corporation stock options necessary to give proper effect to the
proposed spin-off of the Corporation by its parent corporation.
SECTION 1
Administration
The Plan shall be administered by a Committee (the "Committee") appointed
from time to time by the Board of Directors of the Corporation (the "Board")
and
consisting of no fewer than two members of the Board, each of whom qualifies as
an "outside director" under Section 162(m) of the Internal Revenue Code of
1986,
as amended (the "Code). The Board may at any time, without cause, remove any
person from the Committee by written notice to such person. Any member of the
Committee may resign by written notice to the Board.
The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.
The Committee shall keep records of any action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.
SECTION 2
Eligibility
Those salaried employees of the Corporation or any Subsidiary with
executive, managerial, technical or professional responsibility ("Key
Employees"), who may or may not be an officer or a member of the Board of
Directors, shall be eligible to receive stock options as described herein. In
addition, individuals described in the last sentence of the purpose paragraph
of this Plan document shall be eligible to receive a stock option grant for the
limited purpose described therein.
Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its discretion, to grant stock options as described herein
and to determine the Key Employees to whom stock options shall be granted and
the number of shares to be covered by each stock option. In determining the
eligibility of any employee, as well as in determining the number of shares
which may be acquired pursuant to each stock option, the Committee shall
consider the positions and the responsibilities of the employee being
considered, the nature and value to the Corporation or a Subsidiary of his or
her services, his or her present and/or potential contribution to the success
of the Corporation or a Subsidiary and such other factors as the Committee
may deem relevant.
SECTION 3
Shares Available under the Plan
The aggregate number of shares of the Common Stock which may be issued or
delivered and as to which stock options may be granted under the Plan is
300,000
shares. All of such shares are subject to adjustment and substitution as set
forth in Section 6.
If any stock option granted under the Plan is cancelled by mutual consent
or terminates or expires for any reason without having been exercised in full,
the number of shares subject to such stock option shall again be available for
purposes of the Plan.
The shares which may be issued or delivered under the Plan may be either
authorized but unissued shares or treasury shares, or partly each, as shall be
determined from time to time by the Board.
SECTION 4
Grant of Stock Options
The Committee shall have authority, in its discretion, to grant "incentive
stock options" pursuant to Section 422 of the Code, to grant "non-statutory
stock options" (stock options which do not qualify under Section 422 of the
Code) or to grant both types of stock options, provided that the exercise of
one type of option shall not affect the other type.
To the extent that the aggregate fair market value of stock with respect
to which incentive stock options are exercisable for the first time by any
individual during any calendar year (under all plans of the individual's
employer corporation and its parent and subsidiary corporations) exceeds
$100,000, such stock options shall be treated as options which are
non-statutory
stock options. The preceding sentence shall be applied by taking options into
account in the order in which they are granted. Also, for this purpose, the
fair market value of any stock shall be determined as of the date the option
with respect to such stock was granted.
SECTION 5
Terms and Conditions of Stock Options
Stock options granted under the Plan shall be subject to the following
terms and conditions:
(A) The purchase price at which each stock option may be exercised
(the "option price") shall be such price as the Committee, in its discretion,
shall determine but (i) in the case of an incentive stock option generally,
shall not be less than one hundred percent (100%) of the fair market value per
share of Common Stock which may be acquired pursuant to the stock option on the
date of grant, and (ii) in the case of an incentive stock option granted to an
employee who, immediately prior to such grant, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Corporation or any Subsidiary (or parent corporation) (a "Ten Percent
Employee"), the option price shall not be less than 110% of such fair market
value on the date of grant. For purposes of this Section 5(A), the fair market
value of the Common Stock shall be determined as provided in Section 5(H)
below.
Also, for purposes of this Section 5(A), an individual (i) shall be considered
as owning not only shares of the Common Stock owned individually, but also all
shares that are at the time owned, directly or indirectly, by or for the
spouse,
ancestors, lineal descendants and brothers and sisters (whether by the whole or
half blood) of such individual and (ii) shall be considered as owning
proportionately any shares owned, directly or indirectly, by or for any
corporation, partnership, estate or trust in which such individual shall be a
stockholder, partner or beneficiary.
(B) The option price shall be payable in full in any one or more of
the following ways:
(i) in cash; and/or
(ii) subject to any conditions imposed by the Committee, in
shares of the Common Stock (which (a) are owned by the optionee free and clear
of all liens and other encumbrances and which are not subject to the
restrictions set forth in Section 7 below, and (b) if such shares were acquired
through the exercise of an incentive stock option, the holding period
requirements of Section 422(a) of the Code are satisfied) having a fair market
value on the date of exercise of the stock option, determined as provided in
Section 5(H), equal to the option price for the shares being purchased.
If the option price is paid in whole or in part in shares of Common Stock,
any portion of the option price representing a fraction of a share shall be
paid
in cash. The date of exercise of a stock option shall be determined under
procedures established by the Committee, and the option price shall be payable
at such time or times as the Committee, in its discretion, shall determine. No
shares shall be issued or delivered upon exercise of a stock option until full
payment of the option price has been made. When full payment of the option
price has been made and subject to the restrictions set forth in Section 7, the
optionee shall be considered for all purposes to be the owner of the shares
with
respect to which payment has been made. Payment of the option price with
shares
shall not increase the number of shares of Common Stock which may be issued or
delivered under the Plan as provided in Section 3.
In addition, the Committee may, from time to time, permit and provide for
the exercise of options through brokers, at an optionee's election, in
accordance with federal law governing such exercises, including related short-
term loans necessary to facilitate the same.
(C) Subject to Section 8 hereof, stock options may be exercised under
the vesting schedules established by the Committee. No incentive stock option
shall be exercisable after the expiration of ten years (five years in the case
of a Ten Percent Employee) from the date of grant. No non-statutory stock
option shall be exercisable after the expiration of ten years and six months
from the date of grant. Subject to this Section 5(C) and Sections 5(F), 5(G)
and 5(H) below, stock options may be exercised at such times, in such amounts
and subject to such restrictions as shall be determined, in its discretion, by
the Committee.
(D) No stock option rights shall be transferable by an optionee other
than by will, or if an optionee dies intestate, by the laws of descent and
distribution of the state of domicile of the optionee at the time of death, and
all stock options shall be exercisable during the lifetime of an optionee only
by the optionee; provided, however, that the Committee may permit the limited
transferability of non-statutory stock options in accordance with Internal
Revenue Service and Securities and Exchange Commission guidelines from time to
time in effect.
(E) Unless otherwise determined by the Committee and set forth in the
stock option agreement referred to in Section 5(G) or an amendment thereto:
(i) If the employment of an optionee who is not a Disabled
Optionee (as defined in Section 5(F) below) is voluntarily terminated with the
consent of the Corporation or a Subsidiary, any then outstanding stock option
held by such optionee shall be exercisable (to the extent exercisable on the
date of termination of employment) by such optionee at any time prior to the
earlier of the expiration date of such stock option or the date which is three
months after the date of termination of employment;
(ii) If an optionee retires under any retirement plan of the
Corporation or a Subsidiary specified by the Committee, any then outstanding
stock option held by such optionee shall be exercisable in full (whether or not
so exercisable on the date of termination of employment) by such an optionee at
any time prior to the earlier of the expiration date of such stock option or
the date which is three months after the date of termination of employment;
(iii) If the employment of an optionee who is a Disabled
Optionee is terminated, any then outstanding stock option held by such optionee
shall be exercisable in full (whether or not so exercisable on the date of
termination of employment) by the optionee at any time prior to the earlier of
the expiration date of such stock option or the date which is one year after
the date of termination of employment;
(iv) The following transfers of employees will not be treated as
a termination of employment:
(a) A transfer of an employee between Subsidiaries of the
Corporation;
(b) A transfer of an employee from the Corporation to one
of its Subsidiaries; or
(c) A transfer of an employee to the Corporation from one
of its Subsidiaries.
(v) Following the death of an optionee during employment, any
outstanding stock option held by the optionee at the time of death shall be
exercisable in full (whether or not so exercisable on the date of the death of
the optionee) by the person or persons entitled to do so under the will of the
optionee, or, if the optionee shall fail to make testamentary disposition of
the
stock option or shall die intestate, by the legal representative of the
optionee, at any time prior to the expiration date of such stock option or
within one year after the date of death, whichever is the shorter period.
Following the death of an optionee after termination of employment during a
period when a stock option is exercisable as provided in clauses (i), (ii) and
(iii) above, any outstanding stock option held by the optionee at the time of
death shall, to the extent the stock option was exercisable by the optionee at
the time of death, be exercisable by such person or persons as would have been
so entitled had the employee died prior to the termination of employment, so
long as such exercise occurs prior to the earlier of the expiration date of
such stock option or the date which is one year after the date of death.
(F) If the employment of an optionee terminates for any reason other
than voluntary termination with the consent of the Corporation or a Subsidiary,
disability, retirement under any specified retirement plan of the Corporation
or
a Subsidiary, or death, the rights of such optionee under any then outstanding
stock option shall terminate at the time of such termination of employment. In
addition, the Committee may in its discretion immediately terminate all stock
options held by the optionee if an optionee (i) engages in the operation or
management of a business, whether as owner, partner, officer, director,
employee
or otherwise and whether during or after termination of employment, which is in
competition with the Corporation or any of its Subsidiaries; (ii) uses for his
own benefit or discloses to a third party information pertaining to the
Corporation or any of its Subsidiaries which the Corporation or its
Subsidiaries
consider to be confidential; or (iii) interferes with the relationship between
the Corporation or a Subsidiary and its employees, suppliers or customers.
"Disabled Optionee" shall mean an individual who is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.
Whether termination of employment is a voluntary termination with the
consent of the Corporation or a Subsidiary; whether an optionee is a Disabled
Optionee; whether an optionee has engaged in the operation or management of a
business which is in competition with the Corporation or any of its
Subsidiaries; whether an optionee uses for his own benefit or discloses to a
third party information pertaining to the Corporation or any of its
Subsidiaries
which is confidential; and whether an optionee has interfered with the
relationship between the Corporation or a Subsidiary and its employees,
suppliers or customers shall be determined in each case by the Committee, whose
determination shall be final and binding unless such determination is
demonstrably arbitrary and capricious.
(G) All stock options shall be confirmed by a stock option agreement,
or an amendment thereto, which shall be executed by the Chief Executive
Officer,
the President (if other than the Chief Executive Officer) or any Executive Vice
President on behalf of the Corporation and by the employee to whom such stock
options are granted.
(H) Fair market value of the Common Stock, so long as the Common
Stock trades in the Over-the-Counter market or on a stock exchange, shall be
computed by taking the mean between the highest and lowest selling prices per
share of the Common Stock as quoted in such reliable publication as the
Committee, in its discretion, may choose to rely upon, on the date an option is
granted (or any other relevant measurement date) or, if no trade occurs on such
date, the immediately preceding date on which a trade did occur.
If at any time the Common Stock does not trade in the Over-the-Counter
market or on a stock exchange, the fair market value of the Common Stock shall
be determined by an independent and experienced appraiser which is selected by
the Committee. Fair market value shall be determined without regard to any
restriction applicable to the Common Stock other than a restriction which, by
its terms, will never lapse.
(I) The obligation of the Corporation to issue or deliver shares of
the Common Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended (the "1933
Act"), with respect to such shares, if deemed necessary or appropriate by
counsel for the Corporation, (ii) the condition that the shares shall have been
listed (or authorized for listing upon official notice of issuance) upon each
stock exchange on which such shares may then be listed and (iii) all other
applicable laws, regulations, rules and orders which may then be in effect;
provided, however, that if the Company Stock shall be delisted from all
national
stock exchanges and/or deregistered in accordance with the provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Corporation shall have the obligation to issue and deliver shares of Common
Stock under the Plan upon the exercise of any then outstanding stock option.
Subject to the foregoing provisions of this Section 5 and the other
provisions of the Plan, any stock option granted under the Plan shall be
subject
to such other terms and conditions as the Committee shall deem advisable.
For purposes of administering stock options granted pursuant to the last
sentence of the purpose paragraph of this Plan document, past service credit
with the Corporation's present parent corporation and its affiliates shall be
given for vesting purposes. The vesting and exercise rights of optionees who
remain employees of the Corporation's present parent corporation and its
affiliates (other than the Corporation and a Subsidiary) shall be determined by
reference to their employment (and termination thereof) with such parent
corporation and affiliates. To the extent the terms of this Plan document
permit option terms more favorable than those under the USBANCORP, INC. 1991
Stock Option Plan, the terms of the options described in this paragraph shall
not include such more favorable terms.
SECTION 6
Adjustment and Substitution of Shares
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any outstanding stock option and the number of shares which may be
issued or delivered under the Plan but are not then subject to an outstanding
stock option shall be adjusted by adding thereto the number of shares which
would have been distributable thereon if such shares had been outstanding on
the
date fixed for determining the stockholders entitled to receive such stock
dividend or distribution.
If the outstanding shares of Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, reverse
stock split-up, combination of shares, merger or consolidation, then there
shall
be substituted for each share of Common Stock subject to any then outstanding
stock option and for each share of Common Stock which may be issued or
delivered
under the Plan but is not then subject to an outstanding stock option, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchangeable.
In the case of any adjustment or substitution as provided for in this
Section 6, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 6 shall require
the Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution, unless otherwise provided by the
Committee.
If any such adjustment or substitution provided for in this Section 6
requires the approval of stockholders in order to enable the Corporation to
grant incentive stock options, then no such adjustment or substitution shall be
made without prior stockholder approval. Notwithstanding the foregoing, in the
case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal
of
such stock option within the meaning of Section 424 of the Code, the Committee
may elect that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee in its sole discretion shall deem equitable and
which will not result in any disqualification, modification, extension or
renewal (within the meaning of Section 424 of the Code) of such incentive stock
option.
All share adjustments made pursuant to this section shall result in a
correlative adjustment to the authorized shares in Section 3.
SECTION 7
Restrictions on Transfer of Certain Shares
Shares of Common Stock acquired under exercise of an option pursuant to
Section 5(B) by a person then subject to the provisions of Section 16 of the
Exchange Act shall not be sold or otherwise transferred prior to the expiration
of the six months after the date of the grant of the option. The Corporation
is
authorized to (i) retain the certificate(s) representing such shares or place
such certificates in the custody of its transfer agent, (ii) place a
restrictive
legend on such shares, and/or (iii) issue a stop transfer order to the transfer
agent with respect to such shares in order to enforce the transfer restrictions
of this Section.
SECTION 8
Acceleration of the Exercise Date of Stock Options
Notwithstanding any other provision of this Plan, all stock options shall
become exercisable upon the occurrence of any of the events listed below,
whether or not such options are then exercisable under the provisions of the
applicable agreements relating thereto:
(A) Stock option rights shall be exercisable during any one or more
of the following periods:
(i) for a period of 60 days beginning on the date on which
shares of Common Stock are first purchased pursuant to a tender offer or
exchange offer (other than such an offer by the Corporation or a Subsidiary)
(or
an employee benefit plan or either), whether or not such offer is approved or
opposed by the Corporation or a Subsidiary and regardless of the number of
shares of Common Stock purchased pursuant to such offer;
(ii) for a period of 60 days beginning on the date the
Corporation acquires knowledge that any person or group deemed a person under
Section 13(d)(3) of the Exchange Act, in a transaction or series of
transactions, shall become the beneficial owner, directly or indirectly (with
beneficial ownership determined as provided in Rule 13d-3, or any successor
rule, under the Exchange Act), of securities of the Corporation entitling the
person or group to 24.99% or more of all votes (without consideration of the
rights of any class of stock to elect directors by a separate class vote) to
which all shareholders of the Corporation would be entitled if the election of
directors were an election held on such date;
(iii) for a period of 60 days beginning on the date of filing
under the Exchange Act of a Statement on Schedule 13D, or any amendment
thereto,
by any person or group deemed a person under Section 13(d)(3) of the Exchange
Act, disclosing an intention or possible intention to acquire or change control
of the Corporation;
(iv) for a period of 60 days beginning on the date, during any
period of two consecutive years, when individuals who at the beginning of such
period constitute the Board of Directors of the Corporation cease for any
reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the shareholders of the Corporation, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period; and
(v) for a period of 60 days beginning on the date of approval by
the shareholders of the Corporation of an agreement (a "reorganization
agreement") providing for (a) the merger or consolidation of the Corporation
with another corporation where the shareholders of the Corporation, immediately
prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares of the corporation issuing cash or
securities in the merger or consolidation entitling such shareholders to 40% or
more of all votes (without consideration of the rights of any class of stock to
elect directors by a separate class vote) to which all shareholders of such
corporation would be entitled in the election of directors or where the members
of the Board of directors of the Corporation, immediately prior to the merger
or
consolidation, do not, immediately after the merger or consolidation,
constitute
a majority of the Board of Directors of the corporation issuing cash or
securities in the merger or consolidation or (b) the sale or other disposition
of all or substantially all the assets of the Corporation.
SECTION 9
Effect of the Plan on the Rights of Employees and Employer
Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right
to
be granted a stock option under the Plan and nothing in the Plan, in any stock
option granted under the Plan or in any stock option agreement shall confer any
right upon any employee to continue in the employment of the Corporation or any
Subsidiary or diminish in any way the right of the Corporation or any
Subsidiary
to terminate the employment of any employee at any time. The granting of a
stock option shall impose no obligation upon the Optionee to exercise such
option.
SECTION 10
Amendment
The right to alter and amend the Plan at any time and from time to time and
the right to revoke or terminate the Plan are hereby specifically reserved to
the Board; provided always, that no such revocation or termination shall
terminate any outstanding stock option theretofore granted under the Plan; and
provided further, that no such alteration or amendment of the Plan shall,
without prior stockholder approval, (a) increase the total number of shares
which may be issued under the Plan, (b) make any change in the class of
eligible
employees or (c) make any other change that requires such approval for
favorable
or desirable treatment under tax, securities or other applicable laws. No
alteration, amendment, revocation or termination of the Plan shall, without the
written consent of the holder of a stock option theretofore granted under the
Plan, adversely affect the rights of such holder with respect to such stock
option.
SECTION 11
Effective Date and Duration of Plan
The effective date and date of adoption of the Plan shall be February 24,
2000 (the "Effective Date"), the date of adoption of the Plan by the Board,
provided that such adoption of the Plan by the Board is approved by the
affirmative vote of the holders of at least a majority of the outstanding
shares
of Common Stock at a meeting of such holders duly called, convened and held
within one year of the Effective Date, or by written consent in lieu of a
meeting. Notwithstanding any provision of the Plan to the contrary (except for
options granted under the purpose paragraph of this Plan document set forth
above), no stock option granted under the Plan prior to such shareholder
approval may be exercised until after such approval. No stock option may be
granted under the Plan subsequent to February 23, 2010.
Notwithstanding the preceding provisions of this Section, in the event this
Plan document is resubmitted to the Corporations' Shareholders for approval
at a
later date in accordance with the provisions of 162(m) of the Code, the failure
to secure such approval shall not adversely affect or otherwise result in the
cancellation of options described in the last sentence of the purpose paragraph
of this Plan document set forth above.
SECTION 12
Application of Funds
The proceeds received by the Corporation for the sale of the Common Stock
pursuant to exercise of stock options shall be used for general corporate
purposes.
SECTION 13
Reservation of the Stock
The grant of stock options to employees hereunder shall not be construed to
constitute the establishment of a trust of the Common Stock issuable pursuant
to
such stock options, and no particular Common Stock shall be identified as
optioned and reserved for employees hereunder. The Corporation shall be deemed
to have complied with the terms of the Plan if, at the time of issuance and
delivery pursuant to the exercise of a stock option, it has a sufficient number
of shares of the Common Stock authorized and unissued or in its treasury which
may then be appropriated and issued for purposes of the Plan, irrespective of
the date when such Common Stock was authorized.
SECTION 14
Governing Law
Except to the extent pre-empted by federal law, the Plan and all
determinations and actions taken pursuant thereto shall be governed by the
domestic internal laws of the Commonwealth of Pennsylvania and construed in
accordance therewith.
[ARTICLE] 9
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] MAR-31-2000
[CASH] 16,979
[INT-BEARING-DEPOSITS] 0
[FED-FUNDS-SOLD] 0
[TRADING-ASSETS] 0
[INVESTMENTS-HELD-FOR-SALE] 465,451
[INVESTMENTS-CARRYING] 0
[INVESTMENTS-MARKET] 0
[LOANS] 476,424
[ALLOWANCE] 5,027
[TOTAL-ASSETS] 1,009,103
[DEPOSITS] 579,898
[SHORT-TERM] 43,316
[LIABILITIES-OTHER] 328,396
[LONG-TERM] 2,159
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 2,015
[OTHER-SE] 53,319
[TOTAL-LIABILITIES-AND-EQUITY] 1,009,103
[INTEREST-LOAN] 9,727
[INTEREST-INVEST] 8,368
[INTEREST-OTHER] 5
[INTEREST-TOTAL] 18,100
[INTEREST-DEPOSIT] 5,074
[INTEREST-EXPENSE] 11,011
[INTEREST-INCOME-NET] 7,089
[LOAN-LOSSES] 150
[SECURITIES-GAINS] (502)
[EXPENSE-OTHER] 6,589
[INCOME-PRETAX] 973
[INCOME-PRE-EXTRAORDINARY] 973
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 1,183
[EPS-BASIC] 0.22
[EPS-DILUTED] 0.22
[YIELD-ACTUAL] 7.23
[LOANS-NON] 2,829
[LOANS-PAST] 50
[LOANS-TROUBLED] 0
[LOANS-PROBLEM] 0
[ALLOWANCE-OPEN] 5,021
[CHARGE-OFFS] 237
[RECOVERIES] 93
[ALLOWANCE-CLOSE] 5,027
[ALLOWANCE-DOMESTIC] 5,027
[ALLOWANCE-FOREIGN] 0
[ALLOWANCE-UNALLOCATED] 2,148
</TABLE>
