UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended June 30, 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.
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 August 1, 2000
Common Stock, par value $0.01 6,674,213 per share
<PAGE>1
THREE RIVERS BANCORP, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION:
Item 1.Quarterly Financial Statements
Consolidated Balance Sheets -
June 30, 2000, December 31, 1999,
and June 30, 1999 3
Consolidated Statements of Income -
Three and Six Months Ended June 30, 2000,
and 1999 4
Consolidated Statement of Changes
in Stockholders' Equity -
Six Months Ended
June 30, 2000 6
Consolidated Statements of Cash Flows -
Six Months Ended
June 30, 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:
Item 6. Exhibits and Reports on Form 8-K 34
<PAGE>2
THREE RIVERS BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31, June 30,
2000 1999 2000
(Unaudited) (Unaudited)
ASSETS
Cash and due from banks $ 17,656 $ 24,228 21,052
Investment securities:
Available for sale 453,476 522,264 382,599
Held to maturity (estimated fair value
of $139,734 on June 30, 1999) - - 142,049
Loans held for sale - 59 5
Loans 477,069 479,761 459,389
Less: Unearned income 45 58 77
Allowance for loan losses 5,064 5,021 5,590
Net loans 471,960 474,682 453,722
Premises and equipment, net 5,145 5,495 5,358
Accrued income receivable 6,976 7,504 7,325
Goodwill and core deposit intangibles 2,640 2,838 3,035
Bank owned life insurance 12,699 12,411 12,136
Other assets 17,137 16,255 7,732
Net assets of mortgage banking operations
- 10,426 10,652
TOTAL ASSETS $ 987,689 $ 1,076,162 $ 1,045,665
LIABILITIES
Non-interest bearing deposits $ 86,687 $ 84,643 $ 80,979
Interest bearing deposits 523,504 488,052 482,510
Total deposits 610,191 572,695 563,489
Federal funds purchased and
securities sold under
agreements to repurchase 20,650 10,000 20,136
Other short-term borrowings 4,000 16,150 26,250
Advances from Federal Home Loan Bank 294,876 409,876 359,876
Long-term debt 1,962 2,368 2,965
Total borrowed funds 321,488 438,394 409,227
Other liabilities 10,289 9,280 11,129
TOTAL LIABILITIES 941,968 1,020,369 983,845
STOCKHOLDERS' EQUITY
Preferred stock, no par value;
5,000,000 shares authorized;
no shares issued or outstanding - - -
Common stock, par value $.01 per share;
20,000,000 shares authorized;
6,674,213 shares issued and outstanding
at June 30, 2000; 67 2,015 2,015
not applicable to prior periods
Surplus 22,479 20,454 20,454
Retained earnings 40,147 50,500 49,037
Accumulated other comprehensive income (16,972) (17,176) (9,686)
TOTAL STOCKHOLDERS' EQUITY 45,721 55,793 61,820
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 987,689 $ 1,076,162 $ 1,045,665
See accompanying notes to consolidated financial statements.
<PAGE>3
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
Unaudited
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
INTEREST INCOME
Interest and fees on loans:
Taxable $ 9,559 $ 9,384 $ 19,107 $ 18,597
Tax exempt 193 121 372 231
Deposits with banks 4 4 9 12
Investment securities:
Available for sale 7,629 5,636 15,997 10,670
Held to maturity - 2,399 - 4,871
Total Interest Income 17,385 17,544 35,485 34,381
INTEREST EXPENSE
Deposits 5,568 4,875 10,642 9,713
Federal funds purchased and
securities sold under agreements
to repurchase 316 252 605 490
Other short-term borrowings 449 505 916 801
Advances from Federal Home Loan
Bank 4,307 4,313 9,433 8,447
Long-term debt 49 73 104 138
Total Interest Expense 10,689 10,018 21,700 19,589
NET INTEREST INCOME 6,696 7,526 13,785 14,792
Provision for loan losses 150 75 300 150
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 6,546 7,451 13,485 14,642
NON-INTEREST INCOME
Trust fees 75 256 150 511
Net realized gains (losses) on
investment securities 1 138 (501) 253
Net realized gains (losses) on loans
held for sale 15 (7) 1 (13)
Wholesale cash processing fees 145 143 265 318
Service charges on deposit accounts 489 467 931 925
Bank owned life insurance 142 140 288 277
Other income 313 360 669 704
Total Non-Interest Income 1,180 1,497 1,803 2,975
NON-INTEREST EXPENSE
Salaries and employee benefits 2,416 2,371 4,928 4,685
Net occupancy expense 443 479 978 971
Equipment expense 434 397 842 723
Professional fees 280 313 547 604
Supplies, postage, and freight 256 233 520 498
Miscellaneous taxes and insurance 183 105 348 272
FDIC deposit insurance expense 30 49 58 99
Amortization of goodwill and core
deposit intangibles 99 98 198 179
OREO expense 534 26 1,366 30
Spin-off costs 319 - 777 -
Other expense 971 1,194 1,992 2,348
Total Non-Interest Expense $ 5,965 $ 5,265 $ 12,554 $ 10,409
CONTINUED ON NEXT PAGE
<PAGE>4
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
CONTINUED FROM PREVIOUS PAGE
(In thousands, except per share data)
Unaudited
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
INCOME BEFORE INCOME TAXES $ 1,761 $ 3,683 $ 2,734 $ 7,208
Provision for income taxes 501 1,095 24 2,145
INCOME FROM CONTINUING OPERATIONS 1,260 2,588 2,710 5,063
(Loss) income from discontinued
mortgage banking
operations, net of income taxes - (115) (267) 197
NET INCOME $ 1,260 $ 2,473 $ 2,443 $ 5,260
PER COMMON SHARE DATA:
Basic:
Income from continuing operations $ 0.19 $ 0.39 $ 0.41 $ 0.76
Net income 0.19 0.37 0.37 0.79
Average shares outstanding 6,669,754 6,654,148 6,669,754 6,688,345
Diluted
Income from continuing operations $ 0.19 $ 0.39 $ 0.41 $ 0.75
Net income 0.19 0.37 0.37 0.78
Average shares outstanding 6,670,513 6,713,407 6,670,513 6,756,975
Cash dividends declared 0.12 N/A 0.12 N/A
See accompanying notes to consolidated financial statements.
<PAGE>5
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
Unaudited
<TABLE>
Accumulated
Other
Preferred Common Retained Comprehensive
Stock Stock Surplus Earnings Income Total
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 2000 $ - $ 2,015 $ 20,454 $ 50,500 $ (17,176) $ 55,793
Effect of spin-off from
USBANCORP, Inc. - (1,948) 1,948 - - -
Elimination of equity from
discontinued mortgage
banking operation - - - (10,159) - (10,159)
Stock options exercised
(9,842 shares) - - 77 - - 77
Net Income - - - 2,443 - 2,443
Dividends declared - - - (2,637) - (2,637)
Other comprehensive income
(loss), net of tax - - - - 204 204
Balance, June 30, 2000 $ - $ 67 $ 22,479 $ 40,147 $ (16,972) $ 45,721
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>6
THREE RIVERS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Unaudited
Six Months Ended
June 30,
2000 1999
OPERATING ACTIVITIES
Net Income $ 2,443 $ 5,260
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 300 150
Depreciation and amortization expense 426 426
Amortization expense of goodwill and core deposit
intangibles 198 180
Net (accretion) amortization of investment securities (178) 763
Net realized losses (gains) on investment securities 501 (253)
Net realized (gains) losses on loans sold (1) 13
Decrease (increase) in accrued income receivable 528 (307)
Decrease in accrued expense payable (214) (326)
Net increase in other assets (754) (323)
Net increase in other liabilities 232 1,676
Net cash provided by operating activities 3,481 7,259
INVESTING ACTIVITIES
Purchases of investment securities and other
short-term investments - available for sale (10,817) (462,432)
Purchases of investment securities and other
short-term investments - held to maturity - (13,720)
Proceeds from maturities of investment securities and
other short-term investments - available for sale 21,648 257,177
Proceeds from maturities of investment securities and
other short-term investments - held to maturity - 21,231
Proceeds from sales of investment securities and
other short-term investments - available for sale 57,956 133,664
Long-term loans originated (38,035) (90,159)
Principal collected on long-term loans 30,718 98,224
Loans sold or participated 9,994 293
Net (increase) decrease in credit card receivable
and other short-term loans (195) 1,001
Net cash received from branch transaction - 10,762
Purchases of premises and equipment (327) (1,371)
Proceeds from sale of premises and equipment 251 101
Net cash provided by (used in) investing activities 71,193 (45,229)
FINANCING ACTIVITIES
Net (decrease) increase in deposits 37,496 (10,400)
Net (decrease) increase in federal funds purchased,
securities sold under agreements to repurchase,
and other short-term borrowings (1,500) 2,070
Net principal (paydowns) of advances
from Federal Home Loan Bank (115,000) 49,985
Principal borrowings on long-term debt - 2,900
Repayments of long-term debt (406) -
Cash dividends paid (1,836) (4,149)
Net cash (used in) provided by financing activities (81,246) 40,406
NET CHANGE IN CASH EQUIVALENTS (6,572) 2,436
CASH EQUIVALENTS AT JANUARY 1 24,228 18,616
CASH EQUIVALENTS AT JUNE 30 $ 17,656 $ 21,052
See accompanying notes to consolidated financial statements.
<PAGE>7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
On April 1, 2000, USBANCORP, Inc. executed its approved Board
of Directors plan to split it's banking subsidiaries into two
separate publicly traded companies and Three Rivers Bancorp, Inc.
("Three Rivers Bancorp, Inc." or "the Company") was formed. On this
date, Three Rivers Bank was spun-off 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 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, on April 1, 2000, total assets and equity at Three
Rivers Bank decreased by $10,159,000, the net equity of SMC.
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 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. and its wholly-owned subsidiary, Three
Rivers Bank and Trust Company ("Three Rivers Bank"). 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 Three Rivers
Bancorp, Inc.'s 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's results will be included in the consolidated federal
income tax return of USBANCORP, Inc. through March 31, 2000. For
the portion of the year beginning April 1, 2000, the Company will
file its own consolidated federal income tax return with the
Internal Revenue Service. The Company made payments to USBANCORP,
Inc. for federal income taxes of $1,382,000 in the first three
months of 2000 as compared to $1,534,000 for the first six months of
1999. During the second quarter 2000, the Company made payments
totaling $575,000 for federal income taxes. Total interest expense
paid amounted to $21,895,000 in 2000's first six months compared to
$20,298,000 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 Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Net income $1,260 $2,473 $2,443 $ 5,260
Other comprehensive income, before tax:
Unrealized holding gains (losses) on
investment securities 16 (12,393) (187) (10,956)
Less: reclassification adjustment for
gains (losses) included in net income 1 138 (501) 253
Other comprehensive income (loss)
before tax 15 (12,531) 314 (11,209)
Income tax expense (credit) related
to items of other comprehensive
income 5 (4,386) 110 (3,922)
Other comprehensive income (loss),
net of tax 10 (8,145) 204 (7,286)
Comprehensive income $ 1,270 $(5,672) $2,647 $ (2,026)
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 change in the
estimated fair value of the available for sale portfolio does inject
more volatility in the book value of equity, but has no impact on
regulatory capital.
<PAGE>9
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):
Investment securities available for sale:
June 30, 2000
Gross Gross Estimated
Book Unrealized Unrealized Fair
Value Gains Losses Value
U.S. Treasury $ 5,004 $ - $ (7) $ 4,997
U.S. Agency 18,066 - (1,058) 17,008
State and municipal 31,316 2 (2,667) 28,651
U.S. Agency mortgage-backed
securities 390,864 17 (21,255) 369,626
Other securities<F1> 34,559 1 (1,366) 33,194
Total $479,809 $ 20 $ (26,353) $453,476
<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
June 30, 2000, 98.0% of the portfolio was rated "AAA" compared to
94.2% at June 30, 1999. Approximately 1.6% of the portfolio was
rated below "A" or unrated on June 30, 2000.
5. Loans and Loans Held for Sale
The loan portfolio of the Company consists of the following
(in thousands):
June 30 December 31 June 30
2000 1999 1999
Commercial $ 55,871 $ 45,861 $ 45,073
Commercial loans secured
by real estate 207,030 207,067 178,901
Real estate - mortgage 186,997 193,850 205,880
Consumer 27,171 33,042 29,540
Loans 477,069 479,820 459,394
Less: Unearned income 45 58 77
Loans, net of unearned
income $ 477,024 $ 479,762 $ 459,317
Real estate-construction loans were not material at these
presented dates and comprised 2.6% of total loans net of unearned
income at June 30, 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.
<PAGE>10
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:
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 certain
higher risk 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 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.
After completion of this process, a formal meeting of the Loan
Loss Reserve Committee is held to evaluate the adequacy of the
allowance 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.
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.
<PAGE>11
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. 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 Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Balance at beginning of period $ 5,027 $ 6,235 $ 5,021 $ 6,104
Charge-offs:
Commercial 26 677 184 677
Real estate-mortgage 79 177 146 177
Consumer 40 24 52 38
Total charge-offs 145 878 382 892
Recoveries:
Commercial 1 144 14 200
Real estate-mortgage 29 7 98 15
Consumer 2 7 13 13
Total recoveries 32 158 125 228
Net charge-offs 113 720 257 664
Provision for loan losses 150 75 300 150
Balance at end of period $ 5,064 $ 5,590 $ 5,064 $ 5,590
As a percent of average loans,
net of unearned income:
Annualized net charge-offs 0.10% 0.62% 0.11% 0.29%
Annualized provision for
loan losses 0.13% 0.07% 0.13% 0.06%
Allowance as a percent of loans,
net of unearned income
at period end 1.06% 1.22% 1.06% 1.22%
Total classified loans $11,366 $16,259 $11,366 $16,259
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 $633,000 at June 30, 2000, and
$7,286,000 at June 30, 1999, being specifically identified as
impaired and a corresponding allocation reserve of $50,000 at June
30, 2000, but no reserve at June 30, 1999. The average outstanding
balance for loans being specifically identified as impaired was
<PAGE>12
$604,000 for the first six months of 2000 compared to $4,578,000 for
the first six 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
six 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):
June 30, 2000 December 31, 1999 June 30, 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 $ 425 11.7% $ 914 9.6% $ 249 9.8%
Commercial
loans secured
by real estate 2,005 43.4 1,285 43.2 1,182 39.0
Real Estate -
mortgage 260 39.2 519 40.4 575 44.8
Consumer 169 5.7 185 6.8 208 6.4
Allocation to
general risk 2,205 - 2,118 - 3,376 -
Total $ 5,064 100.0% $ 5,021 100.0% $ 5,590 100.0%
Although real estate-mortgage loans comprise approximately 39%
of the Company's total loan portfolio, only $260,000 or 5.1% 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.
At June 30, 2000, management of the Company believes the
allowance for loan losses is 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 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.
<PAGE>13
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):
June 30 December 31 June 30
2000 1999 1999
Non-accrual loans $ 1,825 $ 2,056 $ 9,052
Loans past due 90
days or more 805 154 316
Other real estate owned 5,021 6,866 287
Total non-performing assets $ 7,651 $ 9,076 $ 9,655
Total non-performing
assets as a percent
of loans, net
of unearned income,
and other real estate owned 1.62% 1.92% 2.10%
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).
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Interest income due in accordance
with original terms $ 15 $ 7 $ 27 $ 26
Interest income recorded (3) (1) (4) (7)
Net reduction in interest income $ 12 $ 6 $ 23 $ 19
<PAGE>14
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
banking activities. These interest rate contracts function as
hedges against specific assets or liabilities in 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 June 30,
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 daily 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 six months of 2000
performance:
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% 6.16% Quarterly $ 1,125
40,000,000 10-25-99 10-25-01 6.41% 6.16% Quarterly 50,406
40,000,000 5-01-99 4-30-00 5.00% 5.75% Monthly (87,411)
$(35,880)
On April 30, 1999, $40 million dollar swap matured and was not
replaced with any other swap agreement.
<PAGE>16
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 June 30, 2000, or June 30, 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 $4,000 of goodwill and $2.6
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 branch. A
reconciliation of the Company's intangible asset balances is as
follows (in thousands):
Balance at December 31, 1999 $ 2,838
Amortization expense (198)
Balance at June 30, 2000 $ 2,640
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 $ 194
2001 380
2002 380
2003 380
2004 380
2005 and after 926
<PAGE>16
11. Federal Home Loan Bank Borrowings
Total FHLB borrowings consist of the following at June 30,
2000, (in thousands, except percentages):
Type Maturing Amount Weighted
Average
Rate
Open Repo Plus Overnight $ 4,000 7.08%
Advances and 2000 130,000 5.11
wholesale 2001 8,876 8.46
repurchase 2002 6,000 7.25
agreements 2005 50,000 7.06
2010 and after 100,000 6.01
Total Advances and 294,876 5.89
wholesale repurchase
agreements
Total FHLB Borrowings $298,876 5.91%
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
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 judgments 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 June 30, 2000, the Company meets all
capital adequacy requirements to which it is subject.
As of June 30, 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
proforma effect of the discontinued operations (equity has been
reduced by the discontinued operations that were dividended to
USBANCORP, Inc. on April 1, 2000.)
To Be Well
Capitalized Under
For Capital Prompt Corrective
As of June 30, 2000 Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
(In thousands, except ratios)
Total Capital
(to Risk
Weighted Assets)
Three Rivers Bancorp, Inc. $65,117 12.65% $41,175 8.00% $51,469 10.00%
Three Rivers Bank 65,669 12.76 41,175 8.00 51,469 10.00
Tier 1 Capital (to Risk
Weighted Assets)
Three Rivers Bancorp, Inc. 60,053 11.67 20,588 4.00 30,881 6.00
Three Rivers Bank 60,605 11.78 20,588 4.00 30,881 6.00
Tier 1 Capital (to Average
Assets)
Three Rivers Bancorp, Inc. 60,053 6.07 39,661 4.00 49,577 5.00
Three Rivers Bank 60,605 6.13 39,661 4.00 49,577 5.00
<PAGE>18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
("M.D.& A.")
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND DECEMBER 31,
1999
...BALANCE SHEET OVERVIEW... The Company's total consolidated
assets were $988 million at June 30, 2000, compared with $1.076
billion at December 31, 1999, which represents a decrease of $88
million. During the first six months of 2000, total loans and loans
held for sale remained relatively unchanged as principal paydowns
paralleled loan originations for the six month period. Total
investment securities decreased $68.8 million during the first six
months of 2000 as a result of the Company selling $57 million from
the portfolio in addition to normal principal repayments. Cash and
due from banks decreased $6.6 million, or 27.1%, during the first
six months of 2000. The use of this cash, combined with the
proceeds from investment security sales and principal repayments as
well as from increased deposits were used to reduce borrowings. The
remainder of the decrease in total assets results from the dividend
payment to USBANCORP, Inc. for the net assets of the Company's
mortgage banking subsidiary.
Total deposits increased by $37.5 million or 6.5% since December 31,
1999 and were used to provide partial funding for the repayment of
FHLB borrowings. The Company's total borrowed funds position
decreased $116.9 million, or 26.7%, during the period. Total equity
declined by $9.3 million due to the dividend payment to USBANCORP,
Inc. of $10.2 million representing the net assets of the Company's
discontinued mortgage banking subsidiary.
.....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 involved forgiving a portion of
interest or principal on any loans at a rate materially less than
that of market rates: (in thousands, except percentages):
June 30 December 31 June 30
2000 1999 1999
Total loan delinquency (past due
30 to 89 days) $ 2,975 $ 4,011 $ 3,989
Total non-accrual loans 1,825 2,056 9,052
Total non-performing assets<F1> 7,651 9,076 9,655
Loan delinquency, as a percentage
of total loans, net of unearned
income 0.62% 0.84% 0.87%
Non-accrual loans, as a percentage
of total loans, net of unearned
income 0.38% 0.43% 1.97%
Non-performing assets, as a
percentage of total loans,
net of unearned income,
and other real estate owned 1.62% 1.92% 2.10%
<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.
<PAGE>19
Between June 30, 2000, and December 31, 1999, total loan
delinquency decreased $1 million, causing the delinquency ratio to
decrease 22 basis points to 0.62%. Total non-performing assets
decreased by $1.4 million since December 31,1999 causing the non-
performing assets to total loans, net of unearned income and OREO,
ratio to decrease to 1.62%. The decrease in non-performing assets
is due to a $1.2 million write down during the first six months of
2000 for a property foreclosed on during the third quarter of 1999.
This property, which represents a commercial construction project
classified as other real estate owned, was written down to estimated
net realizable value, and is scheduled to be sold in the third
quarter of 2000.
.....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):
June 30 December 31 June 30
2000 1999 1999
Allowance for loan losses $ 5,064 $ 5,021 $ 5,590
Allowance for loan losses as
a percentage of each of
the following:
total loans, net of
unearned income 1.06% 1.05% 1.22%
total delinquent loans
(past due 30 to 89 days) 170.22 125.18 140.14
total non-accrual loans 277.48 244.21 61.75
total non-performing loans 105.50 82.76 42.86
Since December 31, 1999, the balance in the allowance for loan
losses has increased $43,000 while the balance of total loans
decreased by $2.8 million. The increase in the allowance for loan
losses is the result of a shift of the loan portfolio from 1-4
family mortgage loans to loans that are more commercial in nature.
The Company's allowance for loan losses at June 30, 2000, was 277%
of non-accrual loans.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
JUNE 30, 2000 AND 1999
.....PERFORMANCE OVERVIEW..... Three Rivers Bancorp, Inc. was spun
off from USBANCORP, Inc. on April 1, 2000. Accordingly, the
following results represent the first quarter in which Three Rivers
Bancorp, Inc has operated as an independent 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 USBANCORP as a 1 for 2 stock dividend based on their
existing USBANCORP ownership. Standard Mortgage Company (SMC), a
mortgage banking company and subsidiary of Three Rivers Bank, was
internally dividended from Three Rivers Bank to USBANCORP prior to
consummation of the Three Rivers Bank spin-off. As a result of the
dividend, second quarter 2000 pre-tax results were negatively
affected by $319,000 of spin-off related costs, which negatively
effected after-tax earnings per share by $0.03.
The Company's income from continuing operations, exclusive of
the aforementioned spin-off costs, for the second quarter of 2000
totaled $1.5 million or $0.22 per share on a diluted basis.
<PAGE>20
The second quarter 2000 results are lower when compared with the $2.6
million or $0.39 per diluted share for the second quarter of 1999.
The Company's return on equity (ROE) averaged 11.01% for the
second quarter of 2000 compared to 17.63% ROE in the second quarter
of 1999.
Net interest income decreased by $830,000 or 11.0% as a result
of rising interest rates causing compression in the net interest
margin from 3.12% in the second quarter of 1999 to 2.80% in the
second quarter of 2000. The Company's equity base has been
adversely affected by a drop in other comprehensive income due to a
decline in value of the Company's available for sale securities
portfolio as well as from the reduction due to the dividend of the
mortgage banking subsidiary on April 1, 2000. 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
June 30, 2000 June 30, 1999
Income from continuing operations $ 1,260 $ 2,588
Diluted earnings per share 0.19 0.39
Return on average equity 11.01% 17.63%
Return on average assets 0.51% 1.01%
Average diluted common
shares outstanding 6,671 6,713
.....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.
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 second quarter of 2000 to the second quarter of
1999 (in thousands, except percentages):
Three Months Ended
June 30,
2000 1999 $ Change % Change
Interest income $ 17,385 $ 17,544 (159) (0.9)
Interest expense 10,689 10,018 671 6.7
Net interest income 6,696 7,526 (830) (11.0)
Tax-equivalent adjustment 125 242 (117) (48.3)
Net tax-equivalent
interest income $ 6,821 $ 7,768 (947) (12.2)
Net interest margin 2.80% 3.12% (0.32)% N/M
N/M - Not meaningful
Three Rivers Bancorp's net interest income on a tax-equivalent
basis decreased by $947,000, or 12.2%, due primarily to compression
of the net interest margin percentage. Total average earning assets
decreased $24 million during the second quarter 2000 compared to the
same period of 1999. This results from a $36 million, or 6.9%,
decrease in investment securities, which was partially offset by an
increase in total loans of $11 million, or 2.4%.
<PAGE>21
The income reduction from this decrease in earning assets was
coupled with a 32 basis point decline in the net interest margin to
2.80%. The drop in the net interest margin reflects a seven basis
point increase in the earning asset yield, but was more than offset
by a 45 basis point increase in the cost of funds. During the
second quarter, the Company used the cash flow from mortgage backed
securities to pay down FHLB Borrowings, which reduced interest rate
risk and decreased further margin compression as a result of the
leverage program the Company has had in place over the last five
years.
A leverage program is one strategy the Company may use 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 ?7.5% and net income variability to
?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 second quarter of 2000 decreased
by $276,000 or 1.6% when compared to the same 1999 period. This
decrease was due to the $24 million or 2.4% decrease in total
average earning assets. Within the earning asset base, the yield on
the total loan portfolio increased by four basis points to 8.21% 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
four basis points to 6.34% due the slow down of prepayments and the
corresponding decrease in the amortization of premiums.
The Company's total interest expense for the second quarter of
2000 increased by $671,000, or 6.7% when compared to the same 1999
period. This higher interest expense was due to a 45 basis point
increase in the yield on interest bearing liabilities, to an average
of 5.05% for the second quarter of 2000. This, however, was
partially offset by the decrease in average interest bearing
liabilities of $25 million, or 2.9%.
The decrease in interest-bearing liabilities results from a
decrease in borrowed funds of $37 million, or 9.6%, which was
partially offset by an increase in total deposits of $11 million, or
2.3%. The increase in total deposits is primarily the result of
special rate incentives offered by the Bank to increase the
certificate of deposit portfolio. As a result, certificate of
deposits increased $28 million, or 8.8%. The proceeds received from
investment security principal and interest receipts as well as from
the growth of the deposit base were used to pay down the higher
costing borrowings as well as to fund loan originations. FHLB
advances had an average cost of 5.82% in the second quarter of 2000
which was 38 basis points higher than their cost in the prior year
second quarter and 136 basis points greater than the average cost of
deposits which was 4.46% in the second quarter. Overall, the
Company's total cost of funds increased by 45 basis points to 5.05%.
<PAGE>22
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 second quarter of 2000, the level of short-term borrowed
funds and FHLB advances to total assets averaged 34.8%. At quarter
end the Company had borrowed funds to total assets of 32.5%, which
is within the parameters set by the Company. The Company plans to
continue 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.
Three Months Ended June 30 (In thousands, except percentages)
2000 1999
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
Interest earning assets:
Loans and loans held
for sale, net of
unearned income $ 472,606 $ 9,792 8.21% $ 461,382 $ 9,551 8.17%
Deposits with banks 2,034 4 0.82 1,408 4 1.19
Total investment
securities 486,295 7,714 6.34 522,404 8,231 6.30
Total interest earning
assets/interest income 960,935 17,510 7.27 985,194 17,786 7.20
Non-interest earning assets:
Cash and due from banks 16,165 16,270
Premises and equipment 5,279 5,145
Other assets 14,208 25,118
Allowance for loan losses (5,054) (5,928)
TOTAL ASSETS $991,533 $1,025,799
<PAGE>23
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand $ 42,131 $ 77 0.73% $ 44,100 $ 107 0.97%
Savings 63,408 322 2.04 67,374 303 1.80
Money markets 51,218 417 3.27 61,990 473 3.06
Other time 345,461 4,752 5.53 317,430 3,992 5.04
Total interest bearing
deposits 502,218 5,568 4.46 490,894 4,875 3.98
Short term borrowings:
Federal funds purchased,
securities sold under
agreements to repurchase
and other short-term
borrowings 47,664 763 6.33 61,203 756 4.95
Advances from Federal
Home Loan Bank 297,780 4,309 5.82 319,987 4,314 5.44
Long-term debt 2,089 49 9.43 2,880 73 10.17
Total interest bearing
liabilities/interest
expense 849,751 10,689 5.05 874,964 10,018 4.60
Non-interest bearing
liabilities:
Demand deposits 87,437 82,549
Other liabilities 8,551 9,572
Stockholders' equity 45,794 58,714
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 991,533 $1,025,799
Interest rate spread 2.21 2.60
Net interest income/
net interest margin 6,821 2.80% 7,768 3.12%
Tax-equivalent adjustment (125) (242)
Net Interest Income $6,696 $7,526
...PROVISION FOR LOAN LOSSES.....The Company's provision for loan
losses for the second 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 second quarter. The
Company's net loan charge-offs amounted to $113,000 or 0.10% of
average loans in the second quarter of 2000. The higher provision in
2000 was due to continued growth of the commercial and commercial
mortgage loan portfolio. 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 to the consolidated financial statements herein
and the Allowance for Loan Losses section of the MD&A.)
.....NON-INTEREST INCOME.....Non-interest income for the second
quarter of 2000 totaled $1,180,000 which represented a $317,000, or
21.2%, decrease when compared to the same 1999 quarter. This
decrease was primarily due to the following items:
a $137,000 decrease in gains realized on investment security
sales, the second quarter of 2000 had a gain on investment
security sales of $1,000.
a $181,000 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.
.....NON-INTEREST EXPENSE.....Non-interest expense for the second
quarter of 2000 totaled $6.0 million which represented a $700,000,
or 13.3%, 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 Company had $319,000 of non-
recurring spin-off costs. The expense is primarily the result
of stock registration and professional fees.
<PAGE>24
a net $45,000 increase in salary and employee benefits
resulted from the spin-off necessitating new positions and the
elimination of others.
a $508,000 increase in OREO expense, which is primarily the
result of a $478,000 write down of an Other Real Estate Owned
property that was acquired through a foreclosure on a
commercial real estate loan.
The above increases in the components of non-interest expense
are partially offset by a $223,000, or 18.7%, decrease in
other expenses during the second quarter 2000 compared to the
second quarter 1999. The decrease is the result of: (1) a
decrease in advertising expenditures of $84,000; (2) Y2K
expenses recognized in 1999, but not in 2000 of $34,000; and
(3) a reduction of expenses incurred for services provided by
USBANCORP, Inc. of $123,000.
.....INCOME TAX EXPENSE.....The Company's provision for income taxes
for the second quarter of 2000 decreased $594,000 to $501,000 from
June 30, 1999 as a result of the lower level of pre-tax income. 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 June 30, 2000, on the differences
between taxable income for financial and tax reporting purposes.
.....NET OVERHEAD BURDEN.....The Company's efficiency ratio (non-
interest expense divided by total revenue) increased to 74.6% for
the three months ended June 30, 2000 compared to 57.2% 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 $319,000 of spin-off costs and $478,000 of OREO expenses.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
JUNE 30, 2000 AND 1999
.....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 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 and subsidiary of Three Rivers
Bank, was internally spun-off from Three Rivers Bank to USBANCORP
prior to consummation of the Three Rivers Bank spin-off.
As a result of the spin-off, the pre-tax results of the first six
months of 2000 were negatively affected by $777,000 of spin-off
related costs, which negatively effected after-tax earnings per
share by $0.08. 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 an income tax provision
for the first six months of 2000 of only $24,000.
<PAGE>25
The Company's income from continuing operations and exclusive
of the aforementioned spin-off costs for the six months ended June
30, 2000, totaled $3.2 million or $0.48 per share on a diluted
basis. The results of the first six months of 2000 are lower when
compared with the $5.1 million or $0.75 per diluted share for the
first six months of 1999.
The Company's return on equity (ROE) averaged 10.66% for the
first six months of 2000 compared to 16.85% ROE reported in the
first six months of 1999.
Net interest income decreased by $1.0 million or 6.8% as a
result of rising interest rates causing compression in the net
interest margin from 3.13% in the first six months of 1999 to 2.82%
in the same period 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):
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
Income from continuing operations $ 2,710 $ 5,063
Diluted earnings per share 0.41 0.75
Return on average equity 10.66% 16.85%
Return on average assets 0.53% 1.00%
Average diluted common
shares outstanding 6,670 6,688
.....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.
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 six months of 2000 to the first six months
of 1999 (in thousands, except percentages):
Six Months Ended
June 30,
2000 1999 $ Change % Change
Interest income $ 35,485 $ 34,381 1,104 3.2
Interest expense 21,700 19,589 2,111 10.8
Net interest income 13,785 14,792 (1,007) (6.8)
Tax-equivalent adjustment 330 472 (142) (30.1)
Net tax-equivalent
interest income $ 14,115 $ 15,264 (1,149) (7.5)
Net interest margin 2.82% 3.13% (0.31)% N/M
N/M - Not meaningful
<PAGE>26
Three Rivers Bancorp net interest income on a tax-equivalent
basis decreased by $1.1 million, or 7.5%, due primarily to
compression of the net interest margin. Total average earning
assets were $17.1 million higher in the first six months of 2000 due
to a $11.7 million or 2.5% increase in total loans and a $5.2
million or 1.0% increase in investment securities. The Company was
able to achieve solid loan growth in commercial and commercial real
estate loans of $39 million, or 17%, when compared to the first six
months of 1999. During the same period the comparably lower
yielding residential real estate loans decreased by $19 million or
9%.
The income benefit from this growth in earning assets was more
than offset by a 31 basis point decline in the net interest margin
to 2.82%. The drop in the net interest margin reflects a six basis
point increase in the earning asset yield, but was more than offset
by a 39 basis point increase in the cost of funds. The Company has,
however, in the first six months of 2000, sold $58 million in
securities to help reduce interest rate risk and decrease further
margin compression as a result of the leverage program Three Rivers
Bank 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 six months of 2000
increased by $961,000 or 2.8% when compared to the same 1999 period.
This increase was due to the $17 million, or 1.8%, increase in
total average earning assets, which caused interest income to rise
by $961,000. Within the earning asset base, the yield on the total
loan portfolio increased by eight basis points to 8.18% 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
five basis points to 6.37% due to the slow down of prepayments and
the corresponding decrease in the amortization of premiums.
The Company's total interest expense for the six months ended
June 30, 2000 increased by $2.1 million or 11% when compared to the
same 1999 period. This higher interest expense was due to an $18
million increase in average interest bearing liabilities, combined
with a 39 basis point increase in the rate paid on interest bearing
liabilities, to an average of 4.98% for the first six months of
2000. The growth in interest bearing liabilities included a $13
million increase in FHLB Advances used to fund asset growth. These
FHLB advances were primarily taken during the first quarter of 2000.
The remainder of the interest bearing liability increase occurred
in certificate of deposits, which were used to help fund the earning
asset growth. FHLB advances had an average cost of 5.78% in the
first six months of 2000 which was 43 basis points higher than their
cost in the prior year first six months and 150 basis points greater
than the average cost of deposits, which was 4.28% in the first six
months of 2000. Overall, the Company's total cost of funds
increased by 39 basis points to 4.98% as the pricing declines for
both deposits and borrowings were partially offset by a greater use
of borrowings to fund the earning asset base.
<PAGE>27
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 six months ended June 30, 2000, the level of short-term
borrowed funds and FHLB advances to total assets averaged 37.2%. At
June 30, 2000, the Company had borrowed funds to total assets of
32.5%, 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.
Six Months Ended June 30 (In thousands, except percentages)
<TABLE>
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 $ 474,101 $ 19,559 8.18% $ 462,403 $ 18,909 8.10%
Deposits with banks 1,389 9 1.27 1,149 12 2.13
Federal funds sold and
securities purchased
under agreements
to resale 1 - 6.00 - ` - -
Total investment
securities 509,784 16,246 6.37 504,595 15,932 6.32
Total interest earning
assets/interest income 985,275 35,814 7.25 968,147 34,853 7.19
Non-interest earning assets:
Cash and due from banks 15,930 16,108
Premises and equipment 5,339 4,802
Other assets 19,739 25,650
Allowance for loan losses (5,053) (6,052)
TOTAL ASSETS $1,021,230 $1,008,655
</TABLE>
<PAGE>28
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand $ 42,095 $ 168 0.80% $ 44,659 $ 216 0.97%
Savings 63,846 635 2.00 66,183 568 1.71
Money markets 51,295 785 3.08 58,806 874 2.96
Other time 337,760 9,054 5.33 317,633 8,055 5.11
Total interest bearing
deposits 494,996 10,642 4.28 487,281 9,713 4.01
Short term borrowings:
Federal funds purchased,
securities sold under
agreements to repurchase
and other short-term
borrowings 50,346 1,519 6.07 52,836 1,290 4.87
Advances from Federal
Home Loan Bank 328,081 9,434 5.78 314,802 8,448 5.35
Long-term debt 2,187 104 9.51 2,720 138 10.15
Total interest bearing
liabilities/interest
expense 875,610 21,699 4.98 857,639 19,589 4.59
Non-interest bearing liabilities:
Demand deposits 85,387 81,097
Other liabilities 9,393 9,821
Stockholders' equity 50,840 60,098
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,021,230 $1,008,655
Interest rate spread 2.27 2.61
Net interest income/
net interest margin 14,115 2.82% 15,264 3.13%
Tax-equivalent adjustment (330) (472)
Net Interest Income $13,785 14,792
</TABLE>
...PROVISION FOR LOAN LOSSES.....The Company's provision for loan
losses for the first six months of 2000 totaled $300,000 or 0.13% of
average total loans which represented a $150,000 increase from the
provision level experienced in the same period for1999. The
Company's net loan charge-offs amounted to $257,000 or 0.11% of
average loans in the first six months of 2000. The higher provision
in 2000 was due to continued growth of the commercial and commercial
mortgage loan portfolio. 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 six
months of 2000 totaled $1.8 million, which represented a $1.2
million or 39.4% decrease when compared to the same 1999 period.
This decrease was primarily due to the following items:
a $754,000 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 $361,000 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 $53,000 or 16.7% decrease in wholesale cash processing fees
to $265,000, as the Company has experienced a decrease in the
number of wholesale customers.
<PAGE>29
.....NON-INTEREST EXPENSE.....Non-interest expense for the first six
months of 2000 totaled $12.6 million which represented a $2.1
million increase or 21% increase when compared to the same 1999
period. This increase was primarily due to the following items:
as a result of the spin-off, the Company had $777,000 of non-
recurring spin-off costs. The expense is primarily the result
of stock registration and professional fees.
a net $240,000 increase in salary and employee benefits
resulted from the spin-off necessitating new positions and the
elimination of others at the beginning of the second quarter.
a $1.3 million increase in OREO expense, which is primarily
the result of a $1.2 million write down of an Other Real
Estate Owned property, that was acquired through a foreclosure
on a commercial real estate loan.
The above increases in the components of non-interest expense
are partially offset by a $356,000, or 15.2%, decrease in
other expenses for the first six months of 2000 as compared to
the same period in 1999. The decrease is the result of a
decrease in advertising expenditures of $167,000 and a
reduction of expenses incurred for services provided by
USBANCORP, Inc. of $240,000.
.....INCOME TAX EXPENSE.....The Company's provision for income taxes
for the first six months of 2000 was $24,000 reflecting a change in
estimate of the Company's income 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 June 30, 2000, on the differences
between taxable income for financial and tax reporting purposes.
.....NET OVERHEAD BURDEN.....The Company's efficiency ratio (non-
interest expense divided by total revenue) increased to 78.9% in the
first six months of 2000 compared to 57.1% 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 and OREO expense.
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;
<PAGE>30
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 the Company's Board
of Directors on an ongoing basis.
The following table presents a summary of the Company's static
GAP positions (in thousands, except for the GAP ratios):
June 30 December 31 June 30
2000 1999 1999
Six month cumulative GAP
RSA........................ $ 237,699 $ 270,835 $ 246,849
RSL....................... (346,979) (487,774) (387,266)
Off-balance sheet
hedges............... 40,000 70,000 -
GAP....................... $ (69,280) $ (146,939) $ (140,417)
GAP ratio.............. 0.77X 0.65X 0.64X
GAP as a % of total
assets................ (7.01)% (13.65)% (13.43)%
One year cumulative GAP
RSA...................... $ 320,821 $ 357,263 $ 349,685
RSL...................... (430,456) (664,707) (484,880)
Off-balance sheet
hedges.............. 40,000 40,000 -
GAP...................... $ (69,635) $ (267,444) $ (135,195)
GAP ratio.............. 0.82X 0.57X 0.72X
GAP as a % of total
assets............... (7.05)% (24.85)% (12.93)%
When June 30, 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
?7.5% and net income variability to ?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
June 30, 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 June 30, 2000, levels. The Company's most likely rate
scenario is based upon published economic consensus estimates.
<PAGE>31
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.
Variability of Change In
Interest Rate Net Interest Variability of Market Value of
Scenario Income Net Income Portfolio Equity
Base 0% 0% 0%
Flat 0.5 1.7 18.4
200bp increase (4.1) (12.5) (38.1)
200bp decrease 1.6 4.7 82.2
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 (4.1%) and (12.5%) 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 (38.1%) 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 decreased by $6.6 million from
December 31, 1999 to June 30, 2000. During the first six months of
2000 there was $71.3 million of net cash provided by investing
activities and $3.5 million of net cash provided by operating
activities. This was more than offset by $81.2 million of net cash
used by financing activities. Within investing activities, sales of
investment securities exceeded cash proceeds needed for security
purchases by $47 million. Cash advanced for new loan fundings
totaled $38 million and exceeded the cash received from loan
principal payments by $7 million. Within financing activities, net
deposits increased by $37 million due primarily to growth in
certificates of deposits. Not withstanding the decrease in cash
equivalents, management believes that the Company maintains overall
liquidity sufficient to satisfy its deposit requirements and meet
its customer's credit needs.
<PAGE>32
CAPITAL RESOURCES
As presented in Note 12 the Company exceeds all regulatory capital
ratios at June 30, 2000. Furthermore, 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 pro forma basis, after the internal spin-off of
Standard Mortgage Corporation from the Company to USBANCORP, Inc.
Three Rivers Bank declared and paid Common Stock dividends of
$1.8 million in the first quarter of 2000, which were the last
dividends that will be paid to USBANCORP, Inc. as part of the
dividends to the Company's former parent company. The Company's
Board of Directors believes that dividends are a key component of
total shareholder return, particularly for retail shareholders. On
June 6, 2000 the Company declared a $0.12 per share dividend payable
July 6, 2000.
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 spin-off 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>33
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are being filed as a part of
this Quarterly Report on Form 10-Q:
3.1 Amended and Restated Articles of Incorporation of Three Rivers
Bancorp, Inc. (Incorporated 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 dated March
31, 2000 among USBANCORP, Inc., Three Rivers Bank and Trust Company
and Three Rivers Bancorp, Inc. (Incorporated by reference to
Exhibit 10.1 to the Form 10 of Three Rivers Bancorp, Inc., File No.
000-29083)
10.2 Tax Separation Agreement dated as of April 1, 2000 between
USBANCORP, Inc. and Three Rivers Bancorp, Inc. (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. Long-Term Incentive
Plan (Incorporated by reference to Exhibit 99.1 to Registration
Statement No. 333-39160 on Form S-8 of Three Rivers Bancorp, Inc.)
10.4 Three Rivers Bancorp, Inc. Stock Option Plan (Incorporated by
reference to Exhibit 99.1 to Registration Statement No. 333-39166 on
Form S-8 of Three Rivers Bancorp, Inc.)
10.5 Services Agreement dated June 1, 2000 among USBANCORP,
Inc., United States Bank in Johnstown, Three Rivers Bank and Trust
Company and Three Rivers Bancorp, Inc.
10.6 Change in Control Agreement dated as of April 1, 2000
between Three Rivers Bancorp, Inc. and Terry K. Dunkle
10.7 Change in Control Agreement dated as of April 1, 2000
between Three Rivers Bancorp, Inc. and W. Harrison Vail
10.8 Change in Control Agreement dated as of April 1, 2000
between Three Rivers Bancorp, Inc. and Vincent Locher
10.9 Three Rivers Bancorp, Inc. Executive Incentive
Compensation Plan
15.1 Independent Accountants Review Report
<PAGE>34
27.1 Financial Data Schedule.
(b) Reports on Form 8-K: The following reports on Form 8-K were
filed during the quarter ended June 30, 2000:
(i) Form 8-K filed on May 24, 2000 reporting a
change in the registrant's
certifying accountant on May 22, 2000; and
(ii) Form 8-K filed on May 26, 2000 reporting Board
approval of quarterly
cash dividend.
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: August 14, 2000 /s/_____________
Terry K. Dunkle
Chairman, President and
Chief Executive Officer
Date: August 14, 2000 /s/ _________________
Anthony M.V. Eramo
Vice President and
Chief Financial Officer
<PAGE>35
STATEMENT OF MANAGEMENT RESPONSIBILITY
July 19, 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 and monitoring 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. The
Company's external and internal auditors have direct access to
the Audit Committee.
_______________________ ________________________
Terry K. Dunkle Anthony M.V. Eramo
Chairman, President & Vice President &
Chief Executive Officer Chief Financial Office
<PAGE>36
Independent Accountants' Review Report
The Audit Committee of the Board of Directors
Three Rivers Bancorp, Inc.
We have reviewed the accompanying consolidated balance sheet of
Three Rivers Bancorp, Inc. (Three Rivers) as of June 30, 2000,
and the related consolidated statements of income, for the three
and six month periods then ended, and the consolidated statements
of cash flows and changes in stockholders' equity for the six
month period then ended. These consolidated financial statements
are the responsibility of the Three Rivers' management. We did
not make a similar review of the consolidated balance sheet as of
June 30, 1999, and the related consolidated statements of income
for the three and six month periods then ended and the
consolidated statements of cash flows for the six month period
then ended.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States, which will be performed for the
full year with the objective of expressing an opinion regarding
the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated balance sheet of Three Rivers as of June 30, 2000,
and the related consolidated statements of income, for the three
and six month periods then ended, and the consolidated statements
of cash flows and changes in stockholders' equity for the six
month period then ended for them to be in conformity with
accounting principles generally accepted in the United States.
The accompanying consolidated balance sheet of Three Rivers
Bancorp, Inc. as of December 31, 1999, was audited by other
auditors whose report dated January 28, 2000, expressed an
unqualified opinion on that statement.
/s/ Ernst & Young
Pittsburgh Pennsylvania
July 19, 200
<PAGE>37
Exhibit 10.5
SERVICES AGREEMENT
This Agreement made this _1st day of June, 2000 by and
between USBANCORP, INC., a Pennsylvania corporation having its
principal place of business at Main and Franklin Streets,
Johnstown, Pennsylvania 15907 ("UBAN"), and THREE RIVERS
BANCORP., INC., a Pennsylvania corporation having its principal
place of business at 2681 Moss Side Boulevard, Monroeville,
Pennsylvania 15146 ("TRB").
Background
UBAN is a bank holding company that was organized in 1984
and holds all the capital stock of U. S. Bank in Johnstown,
Pennsylvania.
TRB is a bank holding company formed on April 1, 2000 and
holds all the capital stock of Three Rivers Bank and Trust
Company, Monroeville, Pennsylvania ("Three Rivers Bank").
Prior to April 1, 2000, Three Rivers Bank was a wholly
owned subsidiary of UBAN together with U.S. Bank. On April 1,
2000, TRB was formed and spun-off as a separate company to
UBAN's shareholders in a tax-free distribution.
Because a number of administrative services were
previously performed by UBAN for Three Rivers Bank, and TRB
will not have established the infrastructure necessary to
perform certain of these services independently as of the spin-
off date, the parties are entering into this Services Agreement
to permit UBAN to continue to provide certain enumerated
services to TRB and Three Rivers Bank.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
Agreement
1. Services Provided by UBAN. UBAN shall provide to
TRB, for its benefit or the benefit of Three Rivers Bank, and
TRB shall purchase from UBAN, the accounting/data processing
services, and audit and loan review services more particularly
described on Exhibit A. In providing such services, UBAN shall
report to the Chief Executive Officer, Chief Operating Officer,
and Chief Financial Officer of TRB and/or Three Rivers Bank
exclusively (the "Specified Officers"). UBAN shall be
obligated to perform all of the services as are set forth on
Exhibit A, but shall only perform such services to the extent
they are requested, and in the manner and time frames as
requested, by such Specified Officers.
<PAGE>38
In order to permit UBAN to provide such services to TRB,
TRB shall cause appropriate information to be provided to UBAN,
in a format accessible by UBAN and on a mutually agreed upon timeframe,
as may permit UBAN to adequately provide the specific services requested by
the Specified Officers.
2. Confidentiality; Limited Providers. Due to the
potentially sensitive nature of the services to be provided
hereunder, UBAN and TRB agree to the following protocols in
connection with the provision of services as provided herein:
(a) UBAN shall identify to TRB the specific UBAN
personnel capable and available to perform the services
requested hereunder.
(b) Except for the specific designated UBAN personnel,
no other employee, director, or committees of UBAN or any
affiliate of UBAN shall (i) perform any services to TRB
hereunder, or (ii) have access to any information of TRB's
provided to UBAN for the purposes of this Agreement, or any of
the reports produced by UBAN for TRB as contemplated by this
Agreement.
(c) Consistent with the foregoing, all information
provided to UBAN for the purposes of this Agreement shall be
directed solely to the designated persons, and UBAN shall cause
such persons to utilize such information solely for the
purposes of this Agreement in generating reports for TRB. UBAN
will take all appropriate measures to insure that data and
reports generated for TRB pursuant hereto shall not be
accessible by non-designated persons within UBAN or any of its
affiliates, whether by electronic means or otherwise. Hard
copy reports generated pursuant hereto shall be maintained and
marked as "Confidential" while in the possession of UBAN and
shall not be accessible by other than the designated persons.
UBAN hereby agrees that none of such designated persons will
suffer any consequences for refusing to reveal the contents of
the TRB information to the superiors of such designated
persons.
(d) Notwithstanding any of the foregoing, whenever a
UBAN employee determines in good faith that he or she has an
obligation to report any suspected criminal activity to a
government agency or a superior, such disclosure shall not
violate the terms of this Agreement.
3. Compensation for Services. UBAN shall be
compensated at the following monthly amounts for the services
provided and listed in attachment A. These amounts reflect a
15% mark-up from UBAN's cost to ensure that a reasonable profit
margin is built in and the transaction is arms length. This
mark-up is consistent with the prior inter-entity billing
arrangement. The start date for the contract is April 1, 2000.
<PAGE>39
Service Monthly Charge
Expiration Date
Accounting/data processing $ 51,500 3/31/01
Administration $ 5,000 12/31/00
Loan Review $ 11,000 12/31/00
Audit $ 30,000 12/31/00
Marketing $ 10,500 12/31/00
Total Monthly Charge $ 108,000
(a) In rare instances, a "Specific Item" charge may
be levied by UBAN to TRB for "extraordinary services" rendered.
To qualify as extraordinary, these services must be considered
unusual, non-recurring, and related to a specific service or
project not customarily provided by UBAN to TRB hereunder. Any
"Specific Item" charge must be separately invoiced at an amount
that is reasonable and consistent with the fair market value of
the service and must be approved in writing, in advance, by a
Specified Officer of TRB.
(b) One such specific item included in this contract
is a reimbursement for the remaining fixed assets that were
capitalized on the Parent Company's books that related to
purchase accounting adjustments that were required to be pushed
up to the Parent at the time of the original acquisition of
TRB. The one time amount due to UBAN from TRB for these fixed
assets totals $62,000.
4. Billing and Payment. UBAN shall deliver to TRB an
invoice for services provided not less frequently than five (5)
business days after the end of each month. Payment is due to
UBAN within ten days of receipt of the invoice.
5. Dispute Resolution. In the event that TRB
disputes the amount of any invoice, it shall give written
notice to UBAN within ten days of receipt of the invoice. In
the event the parties are unable to resolve the dispute within
thirty (30) days, the dispute shall be submitted to arbitration
under the rules of the American Arbitration Association. Any
arbitration proceeding will be held in Pittsburgh, Pennsylvania
and any decision of the arbitrator will be final and binding
upon the parties.
<PAGE>40
6. Termination. As stated in item 3 above, the term
of this agreement will be through March 31, 2001 for the
accounting/data processing services and through December 31,
2000 for all other services. After this initial term, either
party has the right to terminate this Agreement, without
penalty, with respect to any service, or all services, upon
sixty (60) days written notice to the other party. UBAN, and
TRB shall have the right to continue the Agreement for
additional one month terms, not exceeding in the aggregate a
maximum period of two years from the date hereof for the
accounting/data processing services and one year for the
audit/loan review services. Upon termination of any service
listed in Item 3 above, UBAN will provide TRB with mapping
information and other applicable supporting documentation, as
well as provide reasonable assistance, to facilitate the
conversion to TRB's designated system or service provider, of
TRB's electronic and physical records maintained by UBAN. The
cost associated with providing this deconversion support will
be viewed as a "specific item" and TRB will be charged
according to the provisions of paragraph 3a. of this agreement.
7. Miscellaneous. This Agreement shall be construed
in accordance with Pennsylvania law and all applicable federal
banking regulations. This Agreement contains the entire
agreement between the parties relating to the subject hereof,
and no amendment may be made to this Agreement except by a
writing signed by both parties. Nothing in this Agreement
shall be construed to require any party to violate any
requirement of federal or state banking law or regulation, as
such may be in effect as of the date hereof or may be hereafter
enacted or adopted. Any notices required under this Agreement
shall be made in any commercially reasonable manner appropriate
for the subject matter of the notice, and directed to the CFO
of the party receiving the notice. Nothing in this Agreement
shall be construed as making the parties partners in any
endeavor, or agents of each other with power to bind the other.
This is a contract for services only, and any tax
ramifications of this Agreement shall be the obligation of each
party individually, and no adjustment shall be made to any fees
due hereunder as a result of any tax effect or change in the
tax laws.
USBANCORP, INC.
By: __________________________
Jeffrey A. Stopko,
Senior Vice President & CFO
<PAGE>41
THREE RIVERS BANCORP, INC.
By:__________________________
Terry K. Dunkle
Chairman & CEO
<PAGE>42
Audit
Annual Risk Assessment of each functional unit or
subsidiary.
Allocation of Audit resources based on risk by utilizing
internal and external resources as appropriate.
Performance of integrated audits combining operational,
financial, compliance and information systems testing into
comprehensive audits.
Performance of branch examinations.
Issue reports to and solicit responses from Management for
presentation to the Three Rivers Bancorp (TRBC) Board of
Directors Audit Committee.
Meet with Audit Committee of TRBC in 2000 at least 4 times
to review Internal Audit reports, external Audit
Recommendations, regulatory reports and litigation risk
issues.
Provide Risk Management facilitation services for training,
implementation and ongoing risk monitoring efforts.
Develop and facilitate a Board of Directors Audit Committee
training session.
Provide reports to the Board of Directors as specified by
the Corporate Bylaws and Audit Committee charter.
<PAGE>43
Issue functional and organization wide opinions on the
reliability and integrity of financial and operating
information as well as the effectiveness of internal
controls.
Loan Review
Loan Review services will also continue which shall include:
Review all loans within the prescribed scope and assign
independent risk rating scores.
Annually evaluate the scope threshold and make
recommendations to the Audit Committee for their approval.
Provide quarterly Commercial Lending and Commercial Mortgage
portfolio assessment reports to Management.
Provide status of loan portfolio reports, portfolio
assessment reports and graphics of weighted average risk
ratings to the Senior Officers Loan Committee and the Board
Loan Committee.
Annual assessment of the Small Business Portfolio.
Annual assessment of 2 or 3 Consumer Loan portfolio types
i.e. Prestige Line of Credit.
Periodic speculative lending portfolio assessments.
Provide consultation in the quarterly completion of the
Credit Risk Matrix as part of the organization risk
management monitoring efforts.
<PAGE>44
The provider of consolation services for the Loan Loss
Reserve Committee including the performance of Federal
Reserve provided stress testing methods.
Report to the Board Audit Committee at least 4 times
annually.
Monitor delinquency and watch list loan reporting.
Accounts Payable Services:
1. The payment of all invoices, and expense reports after they
have been properly approved by a member of TRBC's authorized
management.
2. Preparation and transmittal of entries to TRBC's data center
for input into the general ledger.
3. Preparation of year end 1099's for all applicable vendors.
4. Preparation of informational reports to human resources
regarding income tax for reimbursed expenses.
5. Answer all inquiries from vendors regarding payment of
invoices.
6. Provide information to management on request for vender
histories, general ledger variance analysis and payment
information regarding CRA contributions.
7. Calculation and submission of sales and use tax for both
county and state.
<PAGE>45
Provide Profitability Accounting Services:
1. Process monthly FTP files and input into OPS and PPS for
production of center profitability reports, RAROE and Product
Profitability reports.
2. Provide FTP, OPS and PPS Output files to TRBC in the format
required for input into TRBC's executive CPS and Executive
Insight systems.
FTP - Funds Transfer Pricing
OPS - Organization Profitability System
PPS - Product Profitability System
RAROE - Risk Adjusted Return on Equity
Historical Financial Reporting Systems and Budget:
1. Preparation of Key Historical Financial Reports and which
assist management and the Board in monitoring the bank's
financial performance trends and comparatives against
budget.
2. Assistance in developing the annual budget on the Sendero
System.
Investment Accounting Services:
<PAGE>46
1. This service will include security set up in the master
file, monthly accrued interest accretion and amortization
based on the constant yield method, additions and deletions
of monthly purchases, sales, maturities and prepayments by
security, and maintaining safekeeping, daily file extracts
provided for general ledger input and pledge information.
2. TRBC will receive reports monthly from the investment system
as follows: Interest accrual Report, Amortization/Accretion
Report, Portfolio Accounting Statement, Trial Balance
Report, Transaction Activity Recap Report, Projected Payment
Report, Security Inventory Report for Safekeeping, FASB 115
Market Changes, Maturity Distribution, Pledged Securities
Inventory Report, Schedule RC-B (Quarterly), and RC-R Risk
Based Capital (Quarterly).
Regulatory Accounting and Tax Compliance Services:
1. Preparation of the TRB Call report and other FRY reports for
the new TRB Holding Company on a quarterly basis as
required.
2. Preparation of the necessary accounting schedules from the
Call report documentation and Sendero system which will be
used by the TRB Finance staff in their quarterly SEC
filings.
3. Provide TRB with income tax compliance services which could
include assistance in determining the quarterly tax payment,
preparing schedules to be used in preparation of the annual
tax return, deferred tax and effective tax rate analysis,
and assistance with the Pa. Shares tax return if needed.
4. Maintain the TRB Fixed Asset Accounting System and provide
the required reports to TRB management.
<PAGE>47
Asset/Liability and Interest Rate Risk Management Reporting
Services
1. Monthly Interest Rate Risk Management Reporting through
preparation of a rolling 24-month reforecast which is used
to create net interest income simulations. These
simulations compare a base case to performance in different
interest rate environments to measure and identify
compliance against policy guidelines for net interest income
and net income variability.
2. Preparation of an ALCO Guideline Summary exception report
which monitors actual performance against key TRB ALCO
policy guidelines.
3. Preparation of Static Gap Reports on a monthly basis.
4. Preparation of Market Value of Portfolio Equity Analysis
Reports on a quarterly basis.
5. Preparation of special simulation reports as needed to
execute off balance sheet derivative transactions or other
special asset/liability management strategies. The ability
to perform this modeling in an efficient manner is critical
to proactively managing TRB's leverage position which
includes $400 million of borrowed funds.
<PAGE>48
Exhibit 10.6
AGREEMENT
THIS AGREEMENT (the "Agreement") made as of the 1st day of
April, 2000, by and between THREE RIVERS BANCORP, INC. (the
"Company"), a Pennsylvania corporation, having its principal
place of business at 2681 Mosside Boulevard, Monroeville,
Pennsylvania 15146, and TERRY K. DUNKLE ("Executive").
Background
The Board of Directors of the Company (the "Board") has
determined that it is in the best interest of the Company and
its shareholders to ensure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to
encourage the Executive's full attention and dedication to the
Company currently and in the event of any threatened or pending
Change in Control, and to provide the Executive with
compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of
the Executive will be satisfied and which are competitive with
those of other corporations.
Agreement
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Term. This Agreement shall be for a three (3) year
period commencing on the date first set forth above and shall
be automatically renewed on the first and on each subsequent
annual anniversary of the above day and month ("Annual Renewal
Date") for a period ending three (3) years from each Annual
Renewal Date unless either party shall give written notice of
non-renewal at least sixty (60) days prior to the Annual
Renewal Date.
<PAGE>49
2. Change in Control. As used in this Agreement, Change
in Control shall mean the occurrence of any of the following:
(a) any "person" or "group" (as those terms are
defined or used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as enacted and in force on the
date hereof) is or becomes the "beneficial owner" (as that term
is defined in Rule 13d-3 under the Exchange Act, as enacted and
in force on the date hereof) of securities of the Company
representing 24.99% or more of the combined voting power of the
Company's securities then outstanding;
(b) there occurs a merger, consolidation, share
exchange, division or other reorganization involving the
Company and another entity in which Company shareholders do not
continue to hold a majority of the capital stock of the
resulting entity, or a sale, exchange, transfer, or other
disposition of substantially all of the assets of the Company
to another entity or other person; or
<PAGE>50
(c) there occurs a contested proxy solicitation or
solicitations of the Company's shareholders which results in
the contesting party or parties obtaining the ability to elect
a majority of the members of the Board of Directors standing
for election at one or more meetings of the Company's
shareholders.
3. Triggering Events. If a Change in Control shall occur
and if thereafter, at any time during the term of this
Agreement there shall be:
(a) any involuntary termination of the Executive by
the Company, other than for Cause as defined in Section 4
below;
(b) any reduction in the Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities, or authority
as such may be increased from time to time during the term of
this Agreement;
(c) the assignment to the Executive of duties
inconsistent with the Executive's office as such duties existed
on the day immediately prior to the date of a Change in
Control;
(d) any reassignment of the Executive to a location
greater than twenty-five (25) miles from Monroeville,
Pennsylvania;
(e) any reduction in the Executive's annual base
salary in effect on the day immediately prior to the date of a
Change in Control;
(f) any failure to continue the Executive's
participation, on substantially similar terms, in any incentive
compensation or bonus plans of the Company in which the
Executive participated in immediately prior to the Change in
Control, or any change or amendment to any of the substantive
provisions of any of such plans which would materially decrease
the potential benefits to the Executive under any of such
plans;
(g) any failure to provide the Executive with
benefits at least as favorable as those enjoyed by the
Executive under any pension, life insurance, medical, health
and accident, disability or other employee plans of the Company
in which the Executive participated in immediately prior to the
time of the Change in Control, or the taking of any action that
would materially reduce any of such benefits in effect at the
time of the Change in Control, unless such reduction relates to
a reduction in benefits applicable to all employees generally;
or
(h) any breach of any provision of this Agreement by
the Company, which breach shall not have been cured by the
Company within thirty (30) days of the Company's receipt from
the Executive or his agent of written notice specifying in
reasonable detail the nature of the Company's breach;
then Executive, at his sole discretion, may upon no less than
ninety (90) days written notice to the Company, resign from
employment with the Company (or, if involuntarily terminated,
give notice of intention to collect benefits under this
Agreement) by delivering written notice to the Company at any
time during the term of this Agreement.
<PAGE>51
4. Termination of Executive for Cause. Upon or following
a Change in Control, the Company shall have the right at any
time to terminate the Executive's employment for Cause. In
such event, the Company shall give prompt notice to the
Executive, specifying in reasonable detail the basis for such
termination. For purposes of this Agreement, "Cause" shall
mean the following conduct of the Executive:
(a) Material breach of any provision of this
Agreement, which breach Executive shall have failed to cure
within thirty (30) days after Employee's receipt of written
notice from the Company specifying the specific nature of the
Executive's breach;
(b) Willful misconduct of Executive that is
materially inimical to the best interests, monetary or
otherwise, of the Company;
(c) Conviction of a felony or of any crime involving
moral turpitude, fraud or deceit; or
(d) Adjudication as a bankrupt under the United
States Bankruptcy Code.
5. Compensation and Benefits. Upon the occurrence of an
event set forth in Section 3 hereof and the delivery of a
notice of termination to the Company pursuant to Section 3
hereof, the Executive shall be absolutely entitled to receive
the compensation and benefits set forth below:
(a) the Executive shall select, in his absolute
discretion, and receive either (i) monthly installments equal
to one thirty-sixth (1/36) of an amount equal to 2.99 times the
following: (x) During the initial three-year term of this
Agreement (the "Initial Term") commencing on the date hereof,
the highest combined base salary and bonus paid or payable to
the Executive in the then current year or in any one of the
last five fiscal years preceding the Executive's delivery of a
notice of termination; or (y) after the expiration of the
Initial Term, the quotient obtained by dividing the sum of the
Executive's combined salary and bonuses in the five years
preceding the Executive's delivery of a notice of termination
by five, such monthly installments shall be payable for a
period of three years (the "Payment Period") commencing on the
first day of the first calendar month after Executive's
delivery of notice of termination, or (ii) a one time lump sum
payment equal to the non-discounted sum of the payments
provided for in Section 5(a)(i) immediately above;
<PAGE>52
(b) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be entitled to continue to participate in the
employee retirement plan(s) of the Company and any supplemental
executive retirement plan(s) (including deferred profit sharing
plan) or other plan in effect during the term of this Agreement
designed to supplement payments made under such employee
retirement plan, as the case may be, as if the Executive's
employment had not terminated;
(c) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be provided with life, disability, and medical
insurance benefits at levels equivalent to the highest levels
in effect for the Executive during any one of the three (3)
calendar years preceding the year in which the notice of
termination is delivered;
(d) on the date of the notice of termination, all
options held by the Executive to acquire common stock of the
Company, to the extent not immediately exercisable by their
terms, shall become immediately exercisable, and such options
shall be exercisable by the Executive at any time prior to the
earlier of the expiration date(s) of such stock options or the
date which is ninety (90) days after the Executive's
termination of employment with the Company; and
(e) in the event the Executive is ineligible to
continue participation in the employee retirement plan of the
Company and/or any supplemental executive retirement plan
(including deferred profit sharing plan) or other plan in
effect during the term of this Agreement designed to supplement
payments made under such employee retirement plan or in any of
the Company's life, disability or medical insurance plans or
programs, the Company shall, in lieu of such participation, pay
the Executive a dollar amount equal to the dollar amount of the
benefit forfeited by the Executive as a result of such
ineligibility or a dollar amount equal to the cost to the
Executive to obtain such benefits in the case of any life,
disability or medical insurance plans or programs.
<PAGE>53
6. Certain Additional Payments by the Company.
Notwithstanding anything in this Agreement to the contrary, in
the event it is determined that any payment or distribution by
the Company to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (a "Payment"), is subject
to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), on excess
parachute payments, as that term is used and defined in
Sections 4999 and 280G of the Code, then the Executive shall be
entitled to receive an additional payment (a "Gross-Up
Payment") in an amount equal to the then current rate of tax
under said Section 4999 multiplied by the total of the amount
so paid or payable, including this Gross-Up Payment, which are
deemed to be a part of an excess parachute payment. All
calculations under this provision shall be made by the Company
whose determinations shall be final.
7. Beneficiary. Should the Executive die after
entitlement but prior to payment in full of amounts due
pursuant to Section 5(a)(i) hereof, such monthly payments shall
continue (if such payment option was so elected by Executive)
to the Executive's designated beneficiary or his estate until
such entitlement has been paid in full.
8. Employment at Will. This Agreement contains the
entire understanding of the Company and the Executive with
respect to the subject matter hereof and, subject to the
provisions of any other agreement between the Executive and the
Company, the Executive shall remain an employee at will and
nothing herein shall confer upon the Executive any right to
continued employment and shall not affect the right of the
Company to terminate the Executive for any reason not
prohibited by law; provided, however, that any such removal
shall be without prejudice to any rights the Executive may have
to compensation and benefits as provided for in Section 5
hereof.
9. Arbitration. Except as otherwise provided herein, in
the event of any controversy, dispute or claim arising out of,
or relating to this Agreement, or the breach thereof, the
parties may seek recourse only for temporary or preliminary
injunctive relief to the courts having jurisdiction thereof.
If any relief other than injunctive relief is sought, the
Company and the Executive agree that such underlying
<PAGE>54
controversy, dispute or claim shall be settled by arbitration
conducted in Pittsburgh, Pennsylvania in accordance with this
Section 9 and the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). The matter shall be heard and
decided, and awards rendered, by a panel of three (3)
arbitrators (the "Arbitration Panel"). The Company and
Executive shall each select one arbitrator from the AAA
National Panel of Commercial Arbitrators (the "Commercial
Panel") and AAA shall select a third arbitrator from the
Commercial Panel. The award rendered by the Arbitration Panel
shall be final and binding as between the parties hereto and
their heirs, executors, administrators, successors and assigns,
and judgment on the award may be entered by any court having
jurisdiction thereof. Each party shall pay their professional
fees, expenses and costs incurred in connection with the
resolution of any controversy, dispute or claim arising out of,
or relating to this Agreement.
10. Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the
Company, and the Company shall require any successor to
expressly acknowledge and assume its obligations hereunder.
This Agreement shall inure to the extent provided hereunder to
the benefit of and be enforceable by the Executive or his/her
legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. The Executive may
not delegate any of his/her duties, responsibilities,
obligations or positions hereunder to any person and any such
purported delegation by him/her shall be void and of no force
and effect.
11. Prior Termination. Anything in this Agreement to the
contrary notwithstanding, if the Executive's employment with
the Company is terminated prior to the date on which a Change
in Control occurs either (a) by the Company other than for
Cause or (b) by the Executive for any one of the reasons set
forth in Section 3 hereof, and it is reasonably demonstrated
that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect
the Change in Control or (ii) otherwise arose in connection
with or anticipation of the Change in Control, then for all
purposes of this Agreement the termination shall deemed to have
occurred upon a Change in Control and the Executive will be
entitled to the compensation and benefits provided for in
Section 5 hereof.
<PAGE>55
12. Release . The Executive hereby acknowledges and
agrees that prior to the occurrence of the Executive's or his
dependent's right to receive from the Company or any of its
representatives or agents any compensation or benefit to be
paid or provided to him or his dependents pursuant to Section 5
of this Agreement, the Executive may be required by the
Company, in its sole discretion, to execute a release in a form
reasonably acceptable to the Company, which releases any and
all claims the Executive has or may have against the Company or
its subsidiaries, agents, officers, directors, successors or
assigns.
13. Compliance with Laws. The parties hereto acknowledge
and agree that this Agreement and each party's enforcement of
their rights hereunder are subject to the Comprehensive Thrift
and Bank Fraud Prosecutions Act of 1990 (12 USC 1828) as
enacted and in force on the date hereof.
14. Notice. Any notice required or permitted to be
given under this Agreement shall be sufficient if in writing,
and if personally delivered or when sent by first class
certified or registered mail, postage prepaid, return receipt
requested -- in the case of the Executive, to his residence
address as set forth
below, and in the case of the Company, to the address of its
principal place of business, in care of the Board -- or to such
other person or at such other address with respect to each
party as such party shall notify the other in writing.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
THREE RIVERS BANCORP, INC.
By:/s/ W. Harrison Vail
W. Harrison Vail
Vice Chairman, President
And Chief Operating Officer
Attest:/s/ Donna Kustra
Donna Kustra
Secretary
<PAGE>56
/s/ Terry K. Dunkle
Terry K. Dunkle
Address: 1508 Donato Court
Johnstown, PA 15905-1528
<PAGE>57
Exhibit 10.7
AGREEMENT
THIS AGREEMENT (the "Agreement") made as of the 1st day of
April, 2000, by and between THREE RIVERS BANCORP, INC. (the
"Company"), a Pennsylvania corporation, having its principal
place of business at 2681 Mosside Boulevard, Monroeville,
Pennsylvania 15146, and W. HARRISON VAIL ("Executive").
Background
The Board of Directors of the Company (the "Board") has
determined that it is in the best interest of the Company and
its shareholders to ensure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to
encourage the Executive's full attention and dedication to the
Company currently and in the event of any threatened or pending
Change in Control, and to provide the Executive with
compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of
the Executive will be satisfied and which are competitive with
those of other corporations.
Agreement
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Term. This Agreement shall be for a three (3) year
period commencing on the date first set forth above and shall
be automatically renewed on the first and on each subsequent
annual anniversary of the above day and month ("Annual Renewal
Date") for a period ending three (3) years from each Annual
Renewal Date unless either party shall give written notice of
non-renewal at least sixty (60) days prior to the Annual
Renewal Date.
2. Change in Control. As used in this Agreement, Change
in Control shall mean the occurrence of any of the following:
<PAGE>58
(a) any "person" or "group" (as those terms are
defined or used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as enacted and in force on the
date hereof) is or becomes the "beneficial owner" (as that term
is defined in Rule 13d-3 under the Exchange Act, as enacted and
in force on the date hereof) of securities of the Company
representing 24.99% or more of the combined voting power of the
Company's securities then outstanding;
(b) there occurs a merger, consolidation, share
exchange, division or other reorganization involving the
Company and another entity in which Company shareholders do not
continue to hold a majority of the capital stock of the
resulting entity, or a sale, exchange, transfer, or other
disposition of substantially all of the assets of the Company
to another entity or other person; or
(c) there occurs a contested proxy solicitation or
solicitations of the Company's shareholders which results in
the contesting party or parties obtaining the ability to elect
a majority of the members of the Board of Directors standing
for election at one or more meetings of the Company's
shareholders.
3. Triggering Events. If a Change in Control shall occur
and if thereafter, at any time during the term of this
Agreement there shall be:
(a) any involuntary termination of the Executive by
the Company, other than for Cause as defined in Section 4
below;
(b) any reduction in the Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities, or authority
as such may be increased from time to time during the term of
this Agreement;
(c) the assignment to the Executive of duties
inconsistent with the Executive's office as such duties existed
on the day immediately prior to the date of a Change in
Control;
<PAGE>59
(d) any reassignment of the Executive to a location
greater than twenty-five (25) miles from Monroeville,
Pennsylvania;
(e) any reduction in the Executive's annual base
salary in effect on the day immediately prior to the date of a
Change in Control;
(f) any failure to continue the Executive's
participation, on substantially similar terms, in any incentive
compensation or bonus plans of the Company in which the
Executive participated in immediately prior to the Change in
Control, or any change or amendment to any of the substantive
provisions of any of such plans which would materially decrease
the potential benefits to the Executive under any of such
plans;
(g) any failure to provide the Executive with
benefits at least as favorable as those enjoyed by the
Executive under any pension, life insurance, medical, health
and accident, disability or other employee plans of the Company
in which the Executive participated in immediately prior to the
time of the Change in Control, or the taking of any action that
would materially reduce any of such benefits in effect at the
time of the Change in Control, unless such reduction relates to
a reduction in benefits applicable to all employees generally;
or
(h) any breach of any provision of this Agreement by
the Company, which breach shall not have been cured by the
Company within thirty (30) days of the Company's receipt from
the Executive or his agent of written notice specifying in
reasonable detail the nature of the Company's breach;
then Executive, at his sole discretion, may upon no less than
ninety (90) days written notice to the Company, resign from
employment with the Company (or, if involuntarily terminated,
give notice of intention to collect benefits under this
Agreement) by delivering written notice to the Company at any
time during the term of this Agreement.
4. Termination of Executive for Cause. Upon or following
a Change in Control, the Company shall have the right at any
time to terminate the Executive's employment for Cause.
<PAGE>60
In such event, the Company shall give prompt notice to the
Executive, specifying in reasonable detail the basis for such
termination. For purposes of this Agreement, "Cause" shall
mean the following conduct of the Executive:
(a) Material breach of any provision of this
Agreement, which breach Executive shall have failed to cure
within thirty (30) days after Employee's receipt of written
notice from the Company specifying the specific nature of the
Executive's breach;
(b) Willful misconduct of Executive that is
materially inimical to the best interests, monetary or
otherwise, of the Company;
(c) Conviction of a felony or of any crime involving
moral turpitude, fraud or deceit; or
(d) Adjudication as a bankrupt under the United
States Bankruptcy Code.
5. Compensation and Benefits. Upon the occurrence of an
event set forth in Section 3 hereof and the delivery of a
notice of termination to the Company pursuant to Section 3
hereof, the Executive shall be absolutely entitled to receive
the compensation and benefits set forth below:
(a) the Executive shall select, in his absolute
discretion, and receive either (i) monthly installments equal
to one thirty-eighteenth (1/18) of an amount equal to 1.5 times
the following: (x) During the initial three-year term of this
Agreement (the "Initial Term") commencing on the date hereof,
the highest combined base salary and bonus paid or payable to
the Executive in the then current year or in any one of the
last five fiscal years preceding the Executive's delivery of a
notice of termination; or (y) after the expiration of the
Initial Term, the quotient obtained by dividing the sum of the
Executive's combined salary and bonuses in the five years
preceding the Executive's delivery of a notice of termination
by five, such monthly installments shall be payable for a
period of 18 months (the "Payment Period") commencing on the
first day of the first calendar month after Executive's
delivery of notice of termination, or (ii) a one time lump sum
payment equal to the non-discounted sum of the payments
provided for in Section 5(a)(i) immediately above;
<PAGE>61
(b) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be entitled to continue to participate in the
employee retirement plan(s) of the Company and any supplemental
executive retirement plan(s) (including deferred profit sharing
plan) or other plan in effect during the term of this Agreement
designed to supplement payments made under such employee
retirement plan, as the case may be, as if the Executive's
employment had not terminated;
(c) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be provided with life, disability, and medical
insurance benefits at levels equivalent to the highest levels
in effect for the Executive during any one of the three (3)
calendar years preceding the year in which the notice of
termination is delivered;
(d) on the date of the notice of termination, all
options held by the Executive to acquire common stock of the
Company, to the extent not immediately exercisable by their
terms, shall become immediately exercisable, and such options
shall be exercisable by the Executive at any time prior to the
earlier of the expiration date(s) of such stock options or the
date which is ninety (90) days after the Executive's
termination of employment with the Company; and
(e) in the event the Executive is ineligible to
continue participation in the employee retirement plan of the
Company and/or any supplemental executive retirement plan
(including deferred profit sharing plan) or other plan in
effect during the term of this Agreement designed to supplement
payments made under such employee retirement plan or in any of
the Company's life, disability or medical insurance plans or
programs, the Company shall, in lieu of such participation, pay
the Executive a dollar amount equal to the dollar amount of the
benefit forfeited by the Executive as a result of such
ineligibility or a dollar amount equal to the cost to the
Executive to obtain such benefits in the case of any life,
disability or medical insurance plans or programs.
6. Certain Additional Payments by the Company.
Notwithstanding anything in this Agreement to the contrary, in
the event it is determined that any payment or distribution by
the Company to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the
<PAGE>62
terms of this Agreement or otherwise (a "Payment"), is subject
to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), on excess
parachute payments, as that term is used and defined in
Sections 4999 and 280G of the Code, then the Executive shall be
entitled to receive an additional payment (a "Gross-Up
Payment") in an amount equal to the then current rate of tax
under said Section 4999 multiplied by the total of the amount
so paid or payable, including this Gross-Up Payment, which are
deemed to be a part of an excess parachute payment. All
calculations under this provision shall be made by the Company
whose determinations shall be final.
7. Beneficiary. Should the Executive die after
entitlement but prior to payment in full of amounts due
pursuant to Section 5(a)(i) hereof, such monthly payments shall
continue (if such payment option was so elected by Executive)
to the Executive's designated beneficiary or his estate until
such entitlement has been paid in full.
8. Employment at Will. This Agreement contains the
entire understanding of the Company and the Executive with
respect to the subject matter hereof and, subject to the
provisions of any other agreement between the Executive and the
Company, the Executive shall remain an employee at will and
nothing herein shall confer upon the Executive any right to
continued employment and shall not affect the right of the
Company to terminate the Executive for any reason not
prohibited by law; provided, however, that any such removal
shall be without prejudice to any rights the Executive may have
to compensation and benefits as provided for in Section 5
hereof.
9. Arbitration. Except as otherwise provided herein, in
the event of any controversy, dispute or claim arising out of,
or relating to this Agreement, or the breach thereof, the
parties may seek recourse only for temporary or preliminary
injunctive relief to the courts having jurisdiction thereof.
If any relief other than injunctive relief is sought, the
Company and the Executive agree that such underlying
controversy, dispute or claim shall be settled by arbitration
conducted in Pittsburgh, Pennsylvania in accordance with this
Section 9 and the Commercial Arbitration Rules of the American
Arbitration Association ("AAA").
<PAGE>63
The matter shall be heard and
decided, and awards rendered, by a panel of three (3)
arbitrators (the "Arbitration Panel"). The Company and
Executive shall each select one arbitrator from the AAA
National Panel of Commercial Arbitrators (the "Commercial
Panel") and AAA shall select a third arbitrator from the
Commercial Panel. The award rendered by the Arbitration Panel
shall be final and binding as between the parties hereto and
their heirs, executors, administrators, successors and assigns,
and judgment on the award may be entered by any court having
jurisdiction thereof. Each party shall pay their professional
fees, expenses and costs incurred in connection with the
resolution of any controversy, dispute or claim arising out of,
or relating to this Agreement.
10. Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the
Company, and the Company shall require any successor to
expressly acknowledge and assume its obligations hereunder.
This Agreement shall inure to the extent provided hereunder to
the benefit of and be enforceable by the Executive or his/her
legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. The Executive may
not delegate any of his/her duties, responsibilities,
obligations or positions hereunder to any person and any such
purported delegation by him/her shall be void and of no force
and effect.
11. Prior Termination. Anything in this Agreement to the
contrary notwithstanding, if the Executive's employment with
the Company is terminated prior to the date on which a Change
in Control occurs either (a) by the Company other than for
Cause or (b) by the Executive for any one of the reasons set
forth in Section 3 hereof, and it is reasonably demonstrated
that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect
the Change in Control or (ii) otherwise arose in connection
with or anticipation of the Change in Control, then for all
purposes of this Agreement the termination shall deemed to have
occurred upon a Change in Control and the Executive will be
entitled to the compensation and benefits provided for in
Section 5 hereof.
12. Release . The Executive hereby acknowledges and
agrees that prior to the occurrence of the Executive's or his
dependent's right to receive from the Company or any of its
representatives or agents any compensation or benefit to be
<PAGE>64
paid or provided to him or his dependents pursuant to Section 5
of this Agreement, the Executive may be required by the
Company, in its sole discretion, to execute a release in a form
reasonably acceptable to the Company, which releases any and
all claims the Executive has or may have against the Company or
its subsidiaries, agents, officers, directors, successors or
assigns.
13. Compliance with Laws. The parties hereto acknowledge
and agree that this Agreement and each party's enforcement of
their rights hereunder are subject to the Comprehensive Thrift
and Bank Fraud Prosecutions Act of 1990 (12 USC 1828) as
enacted and in force on the date hereof.
14. Notice. Any notice required or permitted to be
given under this Agreement shall be sufficient if in writing,
and if personally delivered or when sent by first class
certified or registered mail, postage prepaid, return receipt
requested -- in the case of the Executive, to his residence
address as set forth
below, and in the case of the Company, to the address of its
principal place of business, in care of the Board -- or to such
other person or at such other address with respect to each
party as such party shall notify the other in writing.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
THREE RIVERS BANCORP, INC.
By:/s/ Terry K. Dunkle
Terry K. Dunkle
Chairman and
Chief Executive Officer
Attest:/s/ Donna Kustra
Donna Kustra
Secretary
/s/ W. Harrison Vail
W. Harrison Vail
Address: 237 Meadowfield Lane
Jefferson Hills, PA 15025
<PAGE>65
Exhibit 10.8
AGREEMENT
THIS AGREEMENT (the "Agreement") made as of the 1st day of
April, 2000, by and between THREE RIVERS BANCORP, INC. (the
"Company"), a Pennsylvania corporation, having its principal
place of business at 2681 Mosside Boulevard, Monroeville,
Pennsylvania 15146, and VINCENT LOCHER ("Executive")
Background
The Board of Directors of the Company (the "Board") has
determined that it is in the best interest of the Company and
its shareholders to ensure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to
encourage the Executive's full attention and dedication to the
Company currently and in the event of any threatened or pending
Change in Control, and to provide the Executive with
compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of
the Executive will be satisfied and which are competitive with
those of other corporations.
Agreement
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Term. This Agreement shall be for a three (3) year
period commencing on the date first set forth above and shall
be automatically renewed on the first and on each subsequent
annual anniversary of the above day and month ("Annual Renewal
Date") for a period ending three (3) years from each Annual
Renewal Date unless either party shall give written notice of
non-renewal at least sixty (60) days prior to the Annual
Renewal Date.
2. Change in Control. As used in this Agreement, Change
in Control shall mean the occurrence of any of the following:
<PAGE>66
(a) any "person" or "group" (as those terms are
defined or used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as enacted and in force on the
date hereof) is or becomes the "beneficial owner" (as that term
is defined in Rule 13d-3 under the Exchange Act, as enacted and
in force on the date hereof) of securities of the Company
representing 24.99% or more of the combined voting power of the
Company's securities then outstanding;
(b) there occurs a merger, consolidation, share
exchange, division or other reorganization involving the
Company and another entity in which Company shareholders do not
continue to hold a majority of the capital stock of the
resulting entity, or a sale, exchange, transfer, or other
disposition of substantially all of the assets of the Company
to another entity or other person; or
(c) there occurs a contested proxy solicitation or
solicitations of the Company's shareholders which results in
the contesting party or parties obtaining the ability to elect
a majority of the members of the Board of Directors standing
for election at one or more meetings of the Company's
shareholders.
3. Triggering Events. If a Change in Control shall occur
and if thereafter, at any time during the term of this
Agreement there shall be:
(a) any involuntary termination of the Executive by
the Company, other than for Cause as defined in Section 4
below;
(b) any reduction in the Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities, or authority
as such may be increased from time to time during the term of
this Agreement;
(c) the assignment to the Executive of duties
inconsistent with the Executive's office as such duties existed
on the day immediately prior to the date of a Change in
Control;
<PAGE>67
(d) any reassignment of the Executive to a location
greater than twenty-five (25) miles from Monroeville,
Pennsylvania;
(e) any reduction in the Executive's annual base
salary in effect on the day immediately prior to the date of a
Change in Control;
(f) any failure to continue the Executive's
participation, on substantially similar terms, in any incentive
compensation or bonus plans of the Company in which the
Executive participated in immediately prior to the Change in
Control, or any change or amendment to any of the substantive
provisions of any of such plans which would materially decrease
the potential benefits to the Executive under any of such
plans;
(g) any failure to provide the Executive with
benefits at least as favorable as those enjoyed by the
Executive under any pension, life insurance, medical, health
and accident, disability or other employee plans of the Company
in which the Executive participated in immediately prior to the
time of the Change in Control, or the taking of any action that
would materially reduce any of such benefits in effect at the
time of the Change in Control, unless such reduction relates to
a reduction in benefits applicable to all employees generally;
or
(h) any breach of any provision of this Agreement by
the Company, which breach shall not have been cured by the
Company within thirty (30) days of the Company's receipt from
the Executive or his agent of written notice specifying in
reasonable detail the nature of the Company's breach;
then Executive, at his sole discretion, may upon no less than
ninety (90) days written notice to the Company, resign from
employment with the Company (or, if involuntarily terminated,
give notice of intention to collect benefits under this
Agreement) by delivering written notice to the Company at any
time during the term of this Agreement.
4. Termination of Executive for Cause. Upon or following
a Change in Control, the Company shall have the right at any
time to terminate the Executive's employment for Cause. In
such event, the Company shall give prompt notice to the
Executive, specifying in reasonable detail the basis for such
termination.
<PAGE>69
For purposes of this Agreement, "Cause" shall
mean the following conduct of the Executive:
(a) Material breach of any provision of this
Agreement, which breach Executive shall have failed to cure
within thirty (30) days after Employee's receipt of written
notice from the Company specifying the specific nature of the
Executive's breach;
(b) Willful misconduct of Executive that is
materially inimical to the best interests, monetary or
otherwise, of the Company;
(c) Conviction of a felony or of any crime involving
moral turpitude, fraud or deceit; or
(d) Adjudication as a bankrupt under the United
States Bankruptcy Code.
5. Compensation and Benefits. Upon the occurrence of an
event set forth in Section 3 hereof and the delivery of a
notice of termination to the Company pursuant to Section 3
hereof, the Executive shall be absolutely entitled to receive
the compensation and benefits set forth below:
(a) the Executive shall select, in his absolute
discretion, and receive either (i) monthly installments equal
to one twelfth (1/12) of an amount equal to 1.0 times the
following: (x) During the initial three-year term of this
Agreement (the "Initial Term") commencing on the date hereof,
the highest combined base salary and bonus paid or payable to
the Executive in the then current year or in any one of the
last five fiscal years preceding the Executive's delivery of a
notice of termination; or (y) after the expiration of the
Initial Term, the quotient obtained by dividing the sum of the
Executive's combined salary and bonuses in the five years
preceding the Executive's delivery of a notice of termination
by five, such monthly installments shall be payable for a
period of 12 months (the "Payment Period") commencing on the
first day of the first calendar month after Executive's
delivery of notice of termination, or (ii) a one time lump sum
payment equal to the non-discounted sum of the payments
provided for in Section 5(a)(i) immediately above;
<PAGE>69
(b) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be entitled to continue to participate in the
employee retirement plan(s) of the Company and any supplemental
executive retirement plan(s) (including deferred profit sharing
plan) or other plan in effect during the term of this Agreement
designed to supplement payments made under such employee
retirement plan, as the case may be, as if the Executive's
employment had not terminated;
(c) from the date of the notice of termination
through and including the last day of the Payment Period, the
Executive shall be provided with life, disability, and medical
insurance benefits at levels equivalent to the highest levels
in effect for the Executive during any one of the three (3)
calendar years preceding the year in which the notice of
termination is delivered;
(d) on the date of the notice of termination, all
options held by the Executive to acquire common stock of the
Company, to the extent not immediately exercisable by their
terms, shall become immediately exercisable, and such options
shall be exercisable by the Executive at any time prior to the
earlier of the expiration date(s) of such stock options or the
date which is ninety (90) days after the Executive's
termination of employment with the Company; and
(e) in the event the Executive is ineligible to
continue participation in the employee retirement plan of the
Company and/or any supplemental executive retirement plan
(including deferred profit sharing plan) or other plan in
effect during the term of this Agreement designed to supplement
payments made under such employee retirement plan or in any of
the Company's life, disability or medical insurance plans or
programs, the Company shall, in lieu of such participation, pay
the Executive a dollar amount equal to the dollar amount of the
benefit forfeited by the Executive as a result of such
ineligibility or a dollar amount equal to the cost to the
Executive to obtain such benefits in the case of any life,
disability or medical insurance plans or programs.
6. Certain Additional Payments by the Company.
Notwithstanding anything in this Agreement to the contrary, in
the event it is determined that any payment or distribution by
<PAGE>70
the Company to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (a "Payment"), is subject
to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), on excess
parachute payments, as that term is used and defined in
Sections 4999 and 280G of the Code, then the Executive shall be
entitled to receive an additional payment (a "Gross-Up
Payment") in an amount equal to the then current rate of tax
under said Section 4999 multiplied by the total of the amount
so paid or payable, including this Gross-Up Payment, which are
deemed to be a part of an excess parachute payment. All
calculations under this provision shall be made by the Company
whose determinations shall be final.
7. Beneficiary. Should the Executive die after
entitlement but prior to payment in full of amounts due
pursuant to Section 5(a)(i) hereof, such monthly payments shall
continue (if such payment option was so elected by Executive)
to the Executive's designated beneficiary or his estate until
such entitlement has been paid in full.
8. Employment at Will. This Agreement contains the
entire understanding of the Company and the Executive with
respect to the subject matter hereof and, subject to the
provisions of any other agreement between the Executive and the
Company, the Executive shall remain an employee at will and
nothing herein shall confer upon the Executive any right to
continued employment and shall not affect the right of the
Company to terminate the Executive for any reason not
prohibited by law; provided, however, that any such removal
shall be without prejudice to any rights the Executive may have
to compensation and benefits as provided for in Section 5
hereof.
9. Arbitration. Except as otherwise provided herein, in
the event of any controversy, dispute or claim arising out of,
or relating to this Agreement, or the breach thereof, the
parties may seek recourse only for temporary or preliminary
injunctive relief to the courts having jurisdiction thereof.
If any relief other than injunctive relief is sought, the
Company and the Executive agree that such underlying
controversy, dispute or claim shall be settled by arbitration
conducted in Pittsburgh, Pennsylvania in accordance with this
Section 9 and the Commercial Arbitration Rules of the American
Arbitration Association ("AAA").
<PAGE>72
The matter shall be heard and
decided, and awards rendered, by a panel of three (3)
arbitrators (the "Arbitration Panel"). The Company and
Executive shall each select one arbitrator from the AAA
National Panel of Commercial Arbitrators (the "Commercial
Panel") and AAA shall select a third arbitrator from the
Commercial Panel. The award rendered by the Arbitration Panel
shall be final and binding as between the parties hereto and
their heirs, executors, administrators, successors and assigns,
and judgment on the award may be entered by any court having
jurisdiction thereof. Each party shall pay their professional
fees, expenses and costs incurred in connection with the
resolution of any controversy, dispute or claim arising out of,
or relating to this Agreement.
10. Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the
Company, and the Company shall require any successor to
expressly acknowledge and assume its obligations hereunder.
This Agreement shall inure to the extent provided hereunder to
the benefit of and be enforceable by the Executive or his/her
legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. The Executive may
not delegate any of his/her duties, responsibilities,
obligations or positions hereunder to any person and any such
purported delegation by him/her shall be void and of no force
and effect.
11. Prior Termination. Anything in this Agreement to the
contrary notwithstanding, if the Executive's employment with
the Company is terminated prior to the date on which a Change
in Control occurs either (a) by the Company other than for
Cause or (b) by the Executive for any one of the reasons set
forth in Section 3 hereof, and it is reasonably demonstrated
that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect
the Change in Control or (ii) otherwise arose in connection
with or anticipation of the Change in Control, then for all
purposes of this Agreement the termination shall deemed to have
occurred upon a Change in Control and the Executive will be
entitled to the compensation and benefits provided for in
Section 5 hereof.
12. Release . The Executive hereby acknowledges and
agrees that prior to the occurrence of the Executive's or his
dependent's right to receive from the Company or any of its
representatives or agents any compensation or benefit to be
<PAGE>73
paid or provided to him or his dependents pursuant to Section 5
of this Agreement, the Executive may be required by the
Company, in its sole discretion, to execute a release in a form
reasonably acceptable to the Company, which releases any and
all claims the Executive has or may have against the Company or
its subsidiaries, agents, officers, directors, successors or
assigns.
13. Compliance with Laws. The parties hereto acknowledge
and agree that this Agreement and each party's enforcement of
their rights hereunder are subject to the Comprehensive Thrift
and Bank Fraud Prosecutions Act of 1990 (12 USC 1828) as
enacted and in force on the date hereof.
14. Notice. Any notice required or permitted to be
given under this Agreement shall be sufficient if in writing,
and if personally delivered or when sent by first class
certified or registered mail, postage prepaid, return receipt
requested -- in the case of the Executive, to his residence
address as set forth
below, and in the case of the Company, to the address of its
principal place of business, in care of the Board -- or to such
other person or at such other address with respect to each
party as such party shall notify the other in writing.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
THREE RIVERS BANCORP, INC.
By:/s/ Terry K. Dunkle
Terry K. Dunkle
Chairman and
Chief Executive Officer
Attest:/s/ Donna Kustra
Donna Kustra
Secretary
/s/Vincent Locher
Vincent Locher
Address: 87 Dutch Lane
Pittsburgh, PA 15236
<PAGE>73
Exhibit 10.9
THREE RIVERS BANCORP, INC.
and Subsidiaries
EXECUTIVE ANNUAL INCENTIVE PLAN
February 2000
I. PLAN OBJECTIVES
The purposes of this Plan are to:
A. Communicate and focus management on explicit annual
performance objectives for Three Rivers Bancorp, Inc.
(the "Corporation") and subsidiaries ("Subsidiaries"),
the achievement of which contribute to the attainment
of the Corporation's long-term goals.
B. Reinforce senior management's focus on achieving
higher
returns to shareholders.
C. Provide compensation opportunities which are
competitive with other peer banking institutions.
D. Help control overhead and improve overall performance
by placing a portion of management's annual
compensation at risk.
II. PLAN ADMINISTRATION
A. The Plan shall be administered under the direction of
the Compensation Committee of the Corporation's Board
of Directors (the "Committee").
B. The Committee has full authority, within the limits of
the Plan, to:
<PAGE>74
1. approve Plan participants;
2. establish performance targets;
3. establish participant reward opportunities;
4. determine the timing and amount of award
distributions; and
5. establish such other measures as may be necessary
to the objectives of the Plan.
The Committee shall receive input from the CEO of the
Corporation regarding participation of positions other
than senior management.
C. The Committee may authorize an adjustment to the
payments determined under pre-established schedules if
extraordinary circumstances have occurred and such
adjustments would better serve the purpose of the
Plan.
The Committee may also adjust award payments if it
determines that performance results have not been
consistent with longer-term financial and operational
objectives such as dividend distributions, appropriate
leverage ratios, adequate loan loss reserves, etc.
D. The Committee has full authority to construe and
interpret the Plan and to make any changes deemed
necessary. The decisions shall be final, conclusive
and binding on all parties, including the Corporation
and/or Subsidiaries, and participating staff members.
The Committee has full authority to terminate the Plan
in its sole discretion.
<PAGE>75
III. PLAN PARTICIPATION
A. Eligibility
Awards under this Plan may be made only to officers
and
key executives of the Corporation and/or Subsidiaries
who are in a position to substantially contribute to
the financial success of the Corporation and/or
Subsidiaries.
B. The Chief Executive Officer of the Corporation, with
input from the CEOs of the Subsidiaries shall
recommend, in writing to the Committee, the staff
members who are to be participants under the Plan for
each award period. These recommendations are to be
effective only after they have been approved by the
Committee.
C. At the Committee's discretion, participants may be
added to the Plan during the first six months of the
year and may participate based upon their earnings for
the time participated during the year.
D. Termination of employment during a year when awards
are
made:
1. In the event of the resignation or discharge of a
participant during an award cycle, participation
in
the Plan will cease and no award will be earned
for
the Plan year; however, the Committee may elect to
make an exception and pay a full or partial award.
<PAGE>76
2. In the event of disability or retirement of the
participant within the provisions of the pension
plan or other policies of the Corporation and/or
Subsidiaries, the participant shall be paid a pro
rata amount based upon time employed during the
period.
3. In the event of the death of a participant during
an award period, the participant's designated
beneficiary shall be paid a pro rata amount based
upon time employed during the period.
4. In the event a participant resigns or is dismissed
due to divestiture, corporate restructuring, or
job
elimination, the participant, at the discretion of
corporate CEO, shall be paid a pro rata amount
based upon time employed during the period.
E. Awards will be prorated accordingly for participants
who are moved between grades or between the
Corporation
and a Subsidiary during any Plan year.
F. Awards are not assignable and there is no entitlement
to award or implicit continued employment by virtue of
participation in the Plan.
G. Participants who take a paid leave of absence during a
Plan year will continue to participate in the Plan but
will not participate if the absence is an unpaid
leave.
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IV. PAY/PERFORMANCE LINKAGE
Awards are based upon up to five measures of corporate,
subsidiary, and individual performance. Performance measures
include: The Corporation's return on equity, returns to
shareholders of the Corporation's Common stock, the
Corporation's financial soundness as measured by an independent
firm's CAMEL rating, pre-tax return on assets of the
Corporation's subsidiaries, and individual performance as
evaluated using the Corporation's formal performance appraisal
system.
V. PERFORMANCE MEASURE WEIGHTINGS
Plan participants' incentive opportunities will be
allocated across corporate, subsidiary (where appropriate), and
individual performance objectives. All participants will have
a corporate component to their incentive opportunities. The
CEO of the Corporation will not have an individual component to
his/her annual incentive opportunity, thus it is based entirely
on quantifiable performance objectives.
VI. PAYMENT OF AWARDS
Awards will be subject to required payroll deductions with
50% of the award payable in Corporation stock and 50% in cash
credited to participant's checking account in a lump sum.
Awards will be paid after all calculations are made and
approved by the Compensation Committee which generally will
take place in February or March following the close of the Plan
year. This Plan will become effective for the fiscal year
commencing January 1, 2000, and shall continue in effect each
fiscal year thereafter until amended or terminated by the
Compensation Committee.
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