VISTA BANCORP INC
10-Q, 1998-08-14
NATIONAL COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
(Mark one)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended June 30, 1998

                                       OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________________ to ______________________

Commission file number 0-21264

                               VISTA BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

       New Jersey                                             22-2870972 
(State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification No.)

305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey    08865
       (Address of principal executive offices)               (Zip Code)

                                 (908) 859-9500
                (Issuer's telephone number, including area code)


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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant  was required to file such report),  and (2)
has been subject to such filing requirements for the past 90 days. Yes _X_ No __

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ___  No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

     As of July 31, 1998,  there were 4,622,214  shares of $.50 par value Common
Stock outstanding.


<PAGE>


                               VISTA BANCORP, INC.
                                    Form 10-Q

                       For the period ended June 30, 1998

                                      Index
                                                                            PAGE
Part I     Financial Information

Item 1.    Financial Statements:

           Consolidated Balance Sheets - June 30, 1998
             and December 31, 1997                                             3

           Consolidated Statements of Income - Three Months and Six Months
             Ended June 30, 1998 and 1997                                      4

           Consolidated Statements of Changes in Shareholders' Equity -
             Six Months Ended June 30, 1998 and
             The Year Ended December 31, 1997                                  5

           Consolidated Statements of Cash Flows - Six Months
             Ended June, 30, 1998 and 1997                                     6

           Notes to Consolidated Financial Statements                          7

Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                         9


Part II    Other Information

Item 1.    Legal Proceedings                                                  20

Item 2.    Changes in Securities                                              20

Item 3.    Defaults Upon Senior Securities                                    20

Item 4.    Submission of Matters to a Vote of Security Holders                20

Item 5.    Other Information                                                  20

Item 6.    Exhibits and Reports on Form 8-K                                   20


                                       2
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

                           CONSOLIDATED BALANCE SHEETS
             Amounts in Thousands (Except Per Share and Share Data)

<TABLE>
<CAPTION>
                                                                         June 30,   December 31,
                                                                           1998          1997
                                                                       -------------------------
Assets
<S>                                                                      <C>          <C>      
Cash and cash equivalents:
      Cash and due from banks                                            $  22,224    $  19,195
      Federal funds sold                                                     2,950        4,190
      Short-term investments                                                   692        4,465
- -----------------------------------------------------------------------------------------------
              Total Cash and Cash Equivalents                               25,866       27,850
- -----------------------------------------------------------------------------------------------
Securities available for sale (Amortized cost: $184,914 and
 $185,944 in 1998 and 1997, respectively)                                  186,466      187,746

Loans, net of unearned income:
      Mortgage                                                             136,432      132,496
      Commercial                                                           118,749       98,813
      Consumer                                                              87,234       86,180
- -----------------------------------------------------------------------------------------------
              Total Loans                                                  342,415      317,489
      Allowance for loan losses                                             (4,333)      (4,148)
- -----------------------------------------------------------------------------------------------
              Total Net Loans                                              338,082      313,341
- -----------------------------------------------------------------------------------------------
Premises and equipment                                                       7,326        7,435
Accrued interest receivable                                                  3,352        2,973
Other assets                                                                 4,746        4,122
- -----------------------------------------------------------------------------------------------
                     Total Assets                                        $ 565,838    $ 543,467
===============================================================================================

Liabilities and Shareholders' Equity

Deposits:
      Demand:
              Noninterest-bearing                                        $  57,674    $  52,147
              Interest-bearing                                              75,108       74,237
      Savings                                                              130,342      123,437
      Time                                                                 236,591      233,935
- -----------------------------------------------------------------------------------------------
              Total Deposits                                               499,715      483,756
- -----------------------------------------------------------------------------------------------
Borrowed funds                                                              13,985        8,859
Long-term debt                                                               3,000        4,222
Accrued interest payable                                                     1,283        1,249
Other liabilities                                                            2,174        2,079
- -----------------------------------------------------------------------------------------------
                     Total Liabilities                                     520,157      500,165
- -----------------------------------------------------------------------------------------------
Shareholders' Equity:
      Common stock:  $.50 par value; shares authorized 10,000,000;
                     shares issued, 4,629,516 and 4,168,013 at
                     June 30, 1998 and December 31, 1997, respectively       2,315        2,084
      Paid-in capital                                                       23,374       14,345
      Retained earnings                                                     18,951       25,770
      Treasury stock (7302 shares)                                             (87)         (87)
      Accumulated other comprehensive income                                 1,128        1,190
- -----------------------------------------------------------------------------------------------
              Total Shareholders' Equity                                    45,681       43,302
- -----------------------------------------------------------------------------------------------
                     Total Liabilities and Shareholders' Equity          $ 565,838    $ 543,467
===============================================================================================
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                       3
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
             Amounts in Thousands (Except Per Share and Share Data)

<TABLE>
<CAPTION>
                                                                                         Three Months               Six Months
                                                                                         Ended June 30,           Ended June 30,
                                                                                      1998         1997         1998          1997
                                                                                   -----------------------   -----------------------
<S>                                                                                <C>          <C>          <C>          <C>       
Interest Income:
   Interest and fees on loans                                                      $    7,096   $    6,290   $   13,746   $   12,344
   Interest on federal funds sold                                                          76          139          180          343
   Interest on short-term investments                                                      58           25          122           53
   Interest on securities:
           Taxable                                                                      2,496        2,596        5,048        4,999
           Nontaxable                                                                     359          216          680          414
- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Interest Income                                               10,085        9,266       19,776       18,153
- ------------------------------------------------------------------------------------------------------------------------------------
Interest Expense:
   Interest on deposits                                                                 4,690        4,477        9,237        8,742
   Interest on borrowed funds                                                             154          124          269          275
   Interest on long-term debt                                                              46           80           96          158
- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Interest Expense                                               4,890        4,681        9,602        9,175
- ------------------------------------------------------------------------------------------------------------------------------------
                           Net Interest Income                                          5,195        4,585       10,174        8,978
- ------------------------------------------------------------------------------------------------------------------------------------

Provision for Loan Losses                                                                 195          195          390          390
- ------------------------------------------------------------------------------------------------------------------------------------
                           Net Interest Income After Provision for Loan Losses          5,000        4,390        9,784        8,588
- ------------------------------------------------------------------------------------------------------------------------------------

Noninterest Income:
   Service charges on deposit accounts                                                    405          406          810          813
   Other service charges                                                                  219          134          375          250
   Net security gains                                                                     157            4          207          100
   Other income                                                                           131           94          240          172
- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Noninterest Income                                               912          638        1,632        1,335
- ------------------------------------------------------------------------------------------------------------------------------------

Noninterest Expense:
   Salaries and benefits                                                                2,093        1,917        4,073        3,831
   Occupancy expense                                                                      339          332          674          672
   Furniture and equipment expense                                                        483          373          961          715
   Other expense                                                                        1,074          864        2,074        1,644
- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Noninterest Expense                                            3,989        3,486        7,782        6,862
- ------------------------------------------------------------------------------------------------------------------------------------
                           Income Before Provision for Income Taxes                     1,923        1,542        3,634        3,061
Provision for Income Taxes                                                                587          491        1,128          984
- ------------------------------------------------------------------------------------------------------------------------------------
                             Net Income                                                 1,336   $    1,051   $    2,506   $    2,077
- ------------------------------------------------------------------------------------------------------------------------------------
                             Earnings per Share (Basic and Diluted)                $     0.29   $     0.23   $     0.55   $     0.46
- ------------------------------------------------------------------------------------------------------------------------------------
                             Weighted Average Number of Common Shares Outstanding   4,603,664    4,513,126    4,592,562    4,505,684
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.




                                       4
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------


      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY 

                  Amounts in Thousands (Except Per Share Data)
                    For The Year Ended December 31, 1997 and
                     For The Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
                                                                                                               Accumulated   Total
                                                                                                               Other Comp-   Share-
                                                             Shares     Common   Paid-in   Retained   Treasury  rehensive   holders'
                                                             Issued     Stock    Capital   Earnings    Stock     Income      Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>       <C>       <C>        <C>       <C>        <C>     
Balance, December 31, 1996                                 4,085,498   $ 2,043   $13,092   $22,984    $   (7)   $   703    $ 38,815

      Comprehensive Income:
           Net income - 1997                                      --        --        --     4,513        --         --       4,513
           Other Comprehensive Income, net of tax
                Net unrealized appreciation in the
                    market value of securities available          --        --        --        --        --        487         487
                                                                                                                            -------
                    for sale, net of income taxes
      Comprehensive Income:                                                                                                   5,000

      Cash dividends - $.38 per share                             --        --        --    (1,727)       --         --      (1,727)

      Net proceeds from
           issuance of common stock                           82,515        41     1,219        --        --         --       1,260

      Deferred compensation                                       --        --        34        --        --         --          34

      Net treasury stock transactions                             --        --        --        --       (80)                   (80)

- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997                                 4,168,013   $ 2,084   $14,345   $25,770    $  (87)   $ 1,190    $ 43,302

      Comprehensive Income:
           Net income - 1998                                      --        --        --     2,506        --         --       2,506
           Other Comprehensive Income, net of tax
                Net unrealized depreciation in the
                    market value of securities available          --        --        --        --        --        (62)        (62)
                                                                                                                            -------
                    for sale, net of income taxes
      Comprehensive Income:                                                                                                   2,444

      Cash dividends - $.22 per share                             --        --        --      (960)       --         --        (960)

      Net proceeds from
           issuance of common stock                           43,605        22       854        --        --         --         876

      Stock dividend of 10%                                  417,898       209     8,149    (8,358)       --         --          --

      Cash in lieu of fractional shares                           --        --        --        (7)       --         --          (7)

      Deferred compensation                                       --        --        26        --        --         --          26
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1998                                     4,629,516   $ 2,315   $23,374   $18,951    $  (87)   $ 1,128    $ 45,681
====================================================================================================================================
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                        5
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              Amounts in Thousands

<TABLE>
<CAPTION>
                                                                                                                  Six Months Ended
                                                                                                                      June 30,
                                                                                                                 1998         1997
                                                                                                               ---------------------
<S>                                                                                                            <C>         <C>     
Cash Flows From Operating Activites:
     Net Income                                                                                                $  2,506    $  2,077
     Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depreciation and amortization                                                                              528         506
         Provision for loan losses                                                                                  390         390
         Increase in deferred income                                                                                133          74
         Increase in accrued interest receivable                                                                   (379)       (336)
         Increase in accrued interest payable                                                                        34         170
         Increase in other assets                                                                                   (19)       (317)
         Increase in other liabilities                                                                              121         105
         Net amortization of premium on securities                                                                  345         156
         Net security gains                                                                                        (207)       (100)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Net Cash Provided By Operating Activities                     3,452       2,725
- ------------------------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities:
     Proceeds from maturities of securities available for sale                                                   31,779      11,365
     Proceeds from sales of securities available for sale                                                        34,556       9,742
     Purchases of securities available for sale                                                                 (65,443)    (48,566)
     Net increase in loans                                                                                      (25,745)    (14,142)
     Net capital expenditures                                                                                      (355)       (490)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Net Cash Used In Investing Activities                       (25,208)    (42,091)
- ------------------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities:
     Net increase in demand and savings deposits                                                                 13,303       7,763
     Net increase in time deposits                                                                                2,656      30,720
     Net increase in borrowed funds                                                                               5,126         608
     Net decrease in long-term debt                                                                              (1,222)       (125)
     Net proceeds from issuance of common stock                                                                     876         560
     Purchases of treasury stock                                                                                     --        (126)
     Cash dividends paid                                                                                           (960)       (818)
     Cash in lieu of fractional shares                                                                               (7)         --
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Net Cash Provided By Financing Activities                    19,772      38,582
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Net Increase (Decrease) in Cash and Cash Equivalents     (1,984)       (784)
                                                        Cash and Cash Equivalents, Beginning of Period           27,850      35,582
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Cash and Cash Equivalents, End of Period               $ 25,866    $ 34,798
====================================================================================================================================

Supplemental Disclosures of Cash Flow Information:
     Interest paid                                                                                             $  9,568    $  9,005
     Income taxes paid                                                                                              951         981

Supplemental Disclosures of Investing and Financing Activities:
     Transfers from loans to other real estate owned                                                                481           9
     Net unrealized loss in the fair value of securities available for sale                                        (251)       (532)
     Increase in deferred tax asset related to net unrealized
         loss in the fair value of securities available for sale                                                    189         180
     Net unrealized loss in the fair value of securities available for sale,
         net of income taxes                                                                                        (62)       (352)
     Deferred compensation                                                                                           26          23
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       6
<PAGE>



Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

Notes to Consolidated Financial Statements


Note 1.  Basis of Presentation

     The accompanying  consolidated  financial statements of Vista Bancorp, Inc.
and its  subsidiaries  (Vista) reflect all adjustments and disclosures that are,
in the  opinion of  management,  necessary  for a fair  presentation  of interim
results. The financial  information has been prepared in accordance with Vista's
customary accounting practices and has not been audited.

     Certain  information  and footnote  disclosures  required  under  generally
accepted  accounting  principles have been condensed or omitted  pursuant to the
Securities and Exchange Commission (SEC) rules and regulations.  The preparation
of  financial   statements  in  conformity  with  general  accepted   accounting
principals  requires  management to make certain  estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual  results  could  differ from those  estimates.  These  interim  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes  thereto  included in Vista's  annual  report for the year
ended December 31, 1997.

     Results of operations for the six month period ended June 30, 1998, are not
necessarily indicative of the results to be expected for the full year.

Note 2.  Recently Issued Accounting Standards

     Vista adopted the Financial  Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting  Comprehensive Income"
in 1998.  SFAS No. 130  provides  standards  for the  reporting  and  display of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial statements.  The statement defines comprehensive income as the changes
in equity of a business enterprise during the period from transactions and other
events and circumstances from nonowner sources. Other comprehensive income would
include  revenues,  expenses,  gains and losses  that under  generally  accepted
accounting principles are included in comprehensive income but are excluded from
net  income  such  as  foreign   currency  items,   minimum  pension   liability
adjustments,  and unrealized  gains and losses on available for sale securities.
This statement is effective for fiscal years  beginning after December 15, 1997.
Prior year financial  statements,  which are presented for comparative purposes,
have been reclassified.

     Vista held securities  classified as Available for Sale, which  experienced
net unrealized  losses of $251 thousand before tax during the six-month  period,
ended June 30, 1998. In  compliance  with SFAS No. 130, the before tax and after
tax amount for this category as well as the tax benefit, is summarized below.


<TABLE>
<CAPTION>
                  (Amounts in thousands)                                    Before-Tax      Tax       Net-of-Tax
                                                                             Amount      (Expense)/     Amount
                                                                                          Benefit
                                                                              -------------------------------
<S>                                                                           <C>          <C>          <C>   
Unrealized losses on securities:
     Unrealized holding losses arising during period                          $(458)       $ 244        $(214)
     Less: reclassification adjustment for gains realized in net income         207          (55)         152
                                                                              -----        -----        -----
Net unrealized loss
Other comprehensive income                                                     (251)         189          (62)
                                                                              =====        =====        =====
                                                                              $(251)       $ 189        $ (62)
                                                                              =====        =====        =====
</TABLE>


                                       7
<PAGE>


Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

     In  February  1998,  the  FASB  issued   Statement  No.  132;   "Employer's
Disclosures  about  Pensions and Other  Postretirement  Benefits."  SFAS No. 132
standardizes the disclosure  requirements  for pension and other  postretirement
benefits.  This  statement  requires  additional  information  on changes in the
benefit  obligations  and fair values of the plan assets and eliminates  certain
disclosures  that are considered no longer  useful.  SFAS No. 132 supersedes the
disclosure  requirements  in FASB  Statements  87,  "Employer's  Accounting  for
Pensions",  and 88,  "Employers'  Accounting for Settlements and Curtailments of
Defined  Benefit  Pension  Plans  and  for  Termination   Benefits",   and  106,
"Employers'  Accounting for Postretirement  Benefits Other Than Pensions".  This
statement is effective for fiscal years  beginning  after December 15, 1997. The
adoption of this  statement  is not  expected  to have a material  effect on the
consolidated financial statements of Vista.

Note 3.  Stock Dividend

     On May 15, 1998,  Vista declared a 10% stock dividend to  shareholders'  of
record as of June 1, 1998 and payable June 10, 1998.  In  connection  therewith,
Vista issued 417,898 shares of its common stock. Accordingly, an amount equal to
the fair market value (based on the quoted  market price of the stock on May 15,
1998) of the additional  shares issued has been charged to retained earnings and
credited to common  stock and  additional  paid in capital.  Earnings per share,
weighted average shares outstanding and all per share amounts have been restated
in the accompanying financial statements, to reflect this dividend.


                                       8
<PAGE>


Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

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

     Certain  statements in this Form 10-Q are  forward-looking  statements that
involve a number of risks and  uncertainties.  A  discussion  of these  factors,
among others, which may cause actual results to differ materially from projected
results appears under "Factors That May Affect Future Results."

Factors That May Affect Future Results

     General. Banking is affected,  directly and indirectly,  by local, domestic
and international economic and political conditions,  and by government monetary
and fiscal  policies.  Conditions  such as inflation,  recession,  unemployment,
volatile interest rates, tight money supply,  real estate values,  international
conflicts and other factors beyond the control of Vista may adversely affect the
future results of operations of Vista. Management does not expect any particular
factor to affect  Vista's  results of  operations.  A downward  trend in several
areas, however, including real estate, construction and consumer spending, could
have an adverse impact on Vista's ability to maintain or increase profitability.
Therefore, there is no assurance that Vista will be able to continue its current
rates of income and growth.

     Interest  Rates.  Vista's  earnings  depend,  to a large  extent,  upon net
interest income,  which is primarily  influenced by the relationship between its
cost of funds (deposits and  borrowings)  and the yield on its  interest-earning
assets (loans and  investments).  This  relationship,  known as the net interest
spread,  is subject to fluctuation  and is affected by regulatory,  economic and
competitive factors, which influence interest rates, the volume, rate and mix of
interest-earning  assets  and  interest-bearing  liabilities,  and the  level of
nonperforming  assets.  As part of its interest rate risk  management  strategy,
management  seeks to control its  exposure to interest  rate changes by managing
the  maturity  and  repricing  characteristics  of  interest-earning  assets and
interest-bearing liabilities.

     Adequacy of Allowance for Loan Losses.  In  originating  loans,  there is a
likelihood  that some credit  losses will occur.  This risk of loss varies with,
among other things,  general economic  conditions,  the type of loan being made,
the credit worthiness and debt servicing  capacity of the borrower over the term
of  the  loan  and,  in  the  case  of a  collateralized  loan,  the  value  and
marketability  of the  collateral  securing  the loan.  Management  maintains an
allowance  for loan losses based on, among other  things,  historical  loan loss
experience,  known inherent risks in the loan portfolio, adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of any
underlying  collateral  and  the  evaluation  of  current  economic  conditions.
Management  currently  believes  that the allowance for loan losses is adequate,
but there can be no assurance that nonperforming  loans will not increase in the
future.

     Local Economic Conditions.  The success of Vista is dependent, to a certain
extent,  upon the general economic conditions in the geographic market served by
Vista.  Although  Vista  expects that  economic  conditions  will continue to be
favorable  in this  market,  no  assurance  can be  given  that  these  economic
conditions  will  continue.  Adverse  changes  in  economic  conditions  in  the
geographic  market that Vista  serves  would likely  impair  Vista's  ability to
collect  loans and could  otherwise  have a material  adverse  effect on Vista's
results of operations and financial condition.


                                       9
<PAGE>


Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

     Competition. The banking industry is highly competitive, with rapid changes
in product delivery systems and in the consolidation of service providers.  Many
of  Vista's  competitors  are  bigger  than  Vista in terms of  assets  and have
substantially greater technical,  marketing and financial resources.  Because of
their size,  any of these  competitors  can (and do) offer products and services
that Vista does not offer. Vista is constantly  striving to meet the convenience
and needs of its customers and to enlarge its customer base. No assurance can be
given that these efforts will be successful in maintaining and expanding Vista's
customer base.

     Growth by Internal  Expansion and  Acquisition.  Vista's strategy to expand
internally  by  establishing  new branch  offices is dependent on its ability to
identify  advantageous  branch  office  locations  and generate new deposits and
loans from those  locations  that will create an acceptable  level of net income
for  Vista.  At the same  time,  Vista's  strategy  to grow  externally  through
selective  acquisitions  of other  financial  institutions  or  branches of such
institutions is dependent on successfully identifying, acquiring and integrating
such  institutions  or  branches.  There  can  be no  assurance  Vista  will  be
successful  in  implementing  its  internal  growth  strategy or in  identifying
attractive acquisition candidates,  acquiring such candidates on favorable terms
or successfully integrating any acquired institutions or branches into Vista.

     Federal  and  State  Government  Regulation.  The  operations  of Vista are
heavily regulated and will be affected by present and future  legislation and by
the  policies  established  from  time to  time by  various  federal  and  state
regulatory  authorities.  In  particular,  the monetary  policies of the Federal
Reserve Board have had a significant effect on the operating results of banks in
the past and are expected to continue to do so in the future.

Results of Operations for the periods ended June 30, 1998 and June 30, 1997

     The  information  concerning  share and per  share  data  included  in this
discussion  has been restated to reflect the 10 percent  stock  dividend of June
1998.

     For the second  quarter  of 1998,  Vista  reported  a 27% or $285  thousand
increase  in net  income  to $1.336  million,  or $.29 per  basic  common  share
compared to net income of $1.051 million or $.23 per basic common share reported
for the second  quarter of 1997.  For the six months ended June 30, 1998,  Vista
reported a 21% increase in net income to $2.506 million or $.55 per basic common
share  compared to net income of $2.077  million or $.46 per basic  common share
for the comparable six month period of 1997. Common shares outstanding increased
by an average of 87 thousand shares for the period June 1997 through June 1998.

     This rate of earnings  growth is not  expected to continue at the same pace
as that of the  first  half of 1998  although  a 12-15%  gain in net  income  is
believed  to be  achievable  for the full year of 1998.  The first  half of 1997
contained  the  necessary  start-up  costs  associated  with  opening  three new
branches at the  beginning  of that year.  Management  had  expected a twelve to
eighteen  month period for the new  branches to achieve a  break-even  point for
profitability.  Management believes that deposit and loan growth derived through
the new locations have reached a break-even point and all incremental  growth in
those sites will contribute positively to consolidated results in the future.



                                       10
<PAGE>


Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

The increase in net income for the second  quarter was due primarily to a 13% or
$610 thousand increase in net interest income. Interest-earning assets increased
8% to average  $536  million  for the second  quarter of 1998  compared  to $492
million in the second  quarter of 1997 and the net  interest  margin  widened 20
basis points to 4.01% from 3.81% one-year earlier.

     Gains on the sale of securities  contributed  $153 thousand more to pre-tax
income  during the  quarter  and  noninterest  income  reflected  growth of $121
thousand or 19%  compared to the second  quarter of 1997.  The increase in these
revenue  sources was offset by a $503  thousand or 14%  increase in  noninterest
expense. Earnings also benefited from a lower effective tax rate of 30.5% in the
second quarter compared to 31.8% in the second quarter of 1997.

     The  increase  in net  income  for the  first  six  months  of 1998 was due
primarily  to  a  13%  or  $1.196  million  increase  in  net  interest  income.
Interest-earning  assets increased 8% to average $528 million for the first half
of 1998  compared  to $487  million  in the first six months of 1997 and the net
interest  margin widened 22 basis points to 4.01% from 3.79%.  Gains on the sale
of securities  contributed $107 thousand more to pre-tax income during the first
half of 1998 and  noninterest  income  reflected  growth of $190 thousand or 15%
compared to 1997.  The  increase in these  revenue  sources was offset by a $920
thousand or 13%  increase  in  noninterest  expense.  First half  earnings  also
benefited from a lower effective tax rate of 31.0% compared to 32.2% in 1997.

     Return on average  shareholders'  equity increased to 12.12% for the second
quarter of 1998 from  10.93% for the  comparable  quarter  one-year  ago,  while
return on  average  assets  increased  to .95%  from .81% for the same  periods.
Return  on  average  shareholders'  equity  for the  first  six  months  of 1998
increased  to 11.46%  compared  to 10.75% in 1997 and return on  average  assets
increased  to .91% for the first  half of 1998  compared  to .81%  earned in the
first half of 1997.

     The return on average  equity has been  influenced by the branch  expansion
program launched in December 1996 which doubled the number of branch sites (from
2 to 4) of Twin Rivers Community Bank. In addition,  strong  participation  from
shareholders' in the various stock plans has contributed  significant amounts of
added capital flows. The return on average equity is expected to increase as the
incremental capital is leveraged over time.

Net Interest Income

     Tax-equivalent  net interest income amounted to $5.4 million for the second
quarter of 1998, an increase of approximately $800 thousand, or 17%, compared to
$4.6 million  earned in the second  quarter of 1997. For the first six months of
1998,  tax-equivalent net interest income totaled $10.5 million,  an increase of
approximately  $1.4 million or 15.4% compared to $9.1 million for the comparable
period of 1997.

     The net  interest  margin,  which is  tax-equivalent  net  interest  income
expressed as a percentage of average interest-earning assets, averaged 4.01% for
the second quarter of 1998 compared to 3.81% for the second quarter of 1997. For
the first six months of 1998 the net interest  margin averaged 4.01% compared to
3.79% the prior year.


                                       11
<PAGE>


Vista Bancorp, Inc. and Subsidiaries                 
- ------------------------------------                 

     Tax-equivalent  interest  income  amounted to $10.3  million for the second
quarter of 1998,  reflecting an increase of approximately $900 thousand, or 10%,
compared  to $9.4  million  for the second  quarter  of 1997.  The  increase  in
interest  income was due to a higher volume of average  interest-earning  assets
and a more profitable  asset mix, which together,  increased  interest income by
approximately  $966 thousand while lower yields reduced  interest  income by $64
thousand.  The average yield on  interest-earning  assets  increased by 10 basis
points to 7.67% for the second  quarter of 1998 compared to 7.57% for the second
quarter  of 1997.  Tax-equivalent  interest  income  for the first  half of 1998
increased  $1.8  million  or 10% to $20.1  million  from  $18.3  million  in the
comparable first half of 1997. Yields on interest-earning  assets averaged 7.67%
for the first half of 1998 compared to 7.59% for the similar period of 1997.

     Interest  expense  amounted to $4.9 million for the second quarter of 1998,
an increase of approximately  $200 thousand,  or 4%, compared to $4.7 million in
the second quarter of 1997.

     The   increase   is  due   primarily   to  a  higher   volume  of   average
interest-bearing  liabilities which increased  interest expense by approximately
$250 thousand while lower rates paid for deposits  reduced  interest  expense by
$50 thousand. The average cost of funds on interest-bearing liabilities declined
by 9 basis points to 4.23% for the second  quarter of 1998 compared to 4.32% for
the  second  quarter  of  1997.  Interest  expense  for the  first  half of 1998
increased approximately $400 thousand or 4% to $9.6 million from $9.2 million in
the comparable  first half of 1997. The cost of funds for the first half of 1998
averaged  4.24%,  a decrease of 6 basis points from the average cost of funds of
4.30%  reported for the comparable  period of 1997, as customers  shift balances
into  checking  and  savings  accounts in periods of low or  declining  interest
rates.

     The table,  "Consolidated Average Balances, Net Interest Income and Average
Rates," presents Vista's average assets,  liabilities and shareholders'  equity.
Vista's net interest  income,  net interest spreads and net interest income as a
percentage  of  interest-earning  assets for the periods ended June 30, 1998 and
1997, are also reflected.

         The table,  "Volume/Rate  Analysis of Changes in Net Interest  Income,"
analyzes net interest  income by segregating  the volume and rate  components of
the  changes in net  interest  income  resulting  from  changes in the volume of
various interest-earning assets and interest-bearing liabilities and the changes
in the rates earned and paid by Vista.



                                       12
<PAGE>

Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Consolidated Average Balances, Net Interest Income and Average Rates
(Tax-equivalent Basis)

<TABLE>
<CAPTION>
                                                                                            Six Months Ended June 30,
                                                                                     1998                            1997
                                                                      --------------------------------------------------------------
                                                                        Average               Average    Average             Average
Amounts in Thousands (Except Percentages)                              Balances     Interest   Rates     Balances   Interest  Rates
                                                                          (1)        (2)        (3)        (1)        (2)      (3)
                                                                      --------------------------------------------------------------
<S>                                                                   <C>           <C>         <C>     <C>           <C>      <C>  
Assets
Federal funds sold and securities purchased                           $   6,490     $   180     5.59%   $  12,748    $   343   5.43%
  under agreements to resell
Short-term investments                                                    4,731         122     5.20%       2,047         53   5.22%
- ------------------------------------------------------------------------------------------------------------------------------------
     Total Short-term Investments                                        11,221         302     5.43%      14,795        396   5.40%
- ------------------------------------------------------------------------------------------------------------------------------------
Securities:
  U.S. Treasury                                                          17,029         520     6.16%      23,135        697   6.08%
  U.S. Government agencies and corporations                             125,284       4,041     6.50%     112,261      3,874   6.96%
  States and other political subdivisions                                29,438         976     6.69%      18,190        563   6.24%
  Other                                                                  15,620         488     6.30%      12,908        428   6.69%
- ------------------------------------------------------------------------------------------------------------------------------------
     Total Securities                                                   187,371       6,025     6.48%     166,494      5,562   6.74%
- ------------------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income: (4)
  Mortgage                                                              134,725       5,088     7.62%     140,531      5,310   7.62%
  Commercial                                                            107,579       5,124     9.60%      83,516      3,786   9.14%
  Consumer                                                               87,189       3,557     8.23%      81,304      3,265   8.10%
- ------------------------------------------------------------------------------------------------------------------------------------
     Total Loans                                                        329,493      13,769     8.43%     305,351     12,361   8.16%
- ------------------------------------------------------------------------------------------------------------------------------------
                    Total Interest-earning Assets                       528,085      20,096     7.67%     486,640     18,319   7.59%
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and due from banks                                                  17,160                           16,232
Allowance for loan losses                                                (4,237)                          (3,884)
Other assets                                                             14,972                           15,397
- ------------------------------------------------------------------------------------------------------------------------------------
                    Total Noninterest-earning Assets                     27,895                           27,745
- ------------------------------------------------------------------------------------------------------------------------------------
                         Total Assets                                 $ 555,980                         $514,385
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Demand                                                              $  76,078     $   819     2.17%   $  70,929    $   757   2.15%
  Savings                                                               126,604       1,915     3.05%     115,373      1,843   3.22%
  Time                                                                  194,920       5,271     5.45%     194,933      5,259   5.44%
  Time deposits $100,000 and over                                        44,017       1,232     5.64%      32,219        883   5.53%
- ------------------------------------------------------------------------------------------------------------------------------------
     Total Interest-bearing Deposits                                    441,619       9,237     4.22%     413,454      8,742   4.26%
- ------------------------------------------------------------------------------------------------------------------------------------
  Borrowed funds                                                         12,142         269     4.47%      12,280        275   4.52%
  Long-term debt                                                          3,088          96     6.27%       4,465        158   7.14%
- ------------------------------------------------------------------------------------------------------------------------------------
     Total Borrowed Funds and Long-term Debt                             15,230         365     4.83%      16,745        433   5.21%
- ------------------------------------------------------------------------------------------------------------------------------------
                    Total Interest-bearing Liabilities                  456,849       9,602     4.24%     430,199      9,175   4.30%
- ------------------------------------------------------------------------------------------------------------------------------------
Noninterest-bearing demand deposits                                      51,730                            41,556
Other liabilities                                                         3,311                             3,681
- ------------------------------------------------------------------------------------------------------------------------------------
                    Total Noninterest-bearing Liabilities                55,041                            45,237
- ------------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity                                                     44,090                            38,949
- ------------------------------------------------------------------------------------------------------------------------------------
                         Total Liabilities and Shareholders' Equity   $ 555,980                         $ 514,385
- ------------------------------------------------------------------------------------------------------------------------------------
Net Interest Income/Spread (tax-equivalent basis)                                    10,494     3.43%                  9,144   3.29%
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-equivalent Basis Adjustment                                                        (320)                            (166)
- ------------------------------------------------------------------------------------------------------------------------------------
  Net Interest Income                                                               $10,174                          $ 8,978
- ------------------------------------------------------------------------------------------------------------------------------------
  Net Interest Margin (5)                                                                       4.01%                          3.79%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Average volume information was computed using approximate daily averages.

(2)  Interest on loans includes fee income.

(3)  Rates have been annualized and computed on a tax-equivalent basis using the
     federal income tax statutory rate of 34%.

(4)  Includes nonaccrual loans.

(5)  Net interest  income as a percent of average  interest-earning  assets on a
     tax-equivalent basis.



                                       13
<PAGE>

Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Volume/Rate Analysis of Changes in Net Interest Income (Tax-equivalent Basis)
Amounts in Thousands

<TABLE>
<CAPTION>
                                                                                      Six Months Ended June 30,
                                                                                            1998 vs. 1997
                                                                               --------------------------------------
                                                                                         Increase (Decrease)
                                                                                         Due to Changes in:
                                                                               --------------------------------------
                                                                                 Total        Average        Average 
                                                                                Change(1)      Volume          Rate 
                                                                               --------------------------------------
<S>                                                                            <C>            <C>            <C>      
Interest Income
Federal funds sold                                                             $  (163)       $  (174)       $    11  
Short-term investments                                                              69             69             --  
- ---------------------------------------------------------------------------------------------------------------------
      Total Short-term Investments                                                 (94)          (105)            11  
- ---------------------------------------------------------------------------------------------------------------------

Securities:
  U.S. Treasury                                                                   (177)          (186)             9  
  U.S. Government agencies and corporations                                        167            430           (263) 
  States and other political subdivisions                                          413            370             43  
  Other                                                                             60             86            (26) 
- ---------------------------------------------------------------------------------------------------------------------
      Total Securities                                                             463            700           (237) 
- ---------------------------------------------------------------------------------------------------------------------

Loans, net of unearned income:(2)
  Mortgage                                                                        (222)          (219)            (3) 
  Commercial                                                                     1,338          1,138            200  
  Consumer                                                                         292            239             53  
- ---------------------------------------------------------------------------------------------------------------------
      Total Loans                                                                1,408          1,158            250  
- ---------------------------------------------------------------------------------------------------------------------
          Total Interest Income                                                  1,777          1,753             24  
- ---------------------------------------------------------------------------------------------------------------------

Interest Expense
Interest-bearing liabilities:
  Demand                                                                            62             55              7  
  Savings                                                                           72            174           (102) 
  Time                                                                              12             --             12  
  Time deposits $100,000 and over                                                  349            330             19  
- ---------------------------------------------------------------------------------------------------------------------
      Total Interest-bearing Deposits                                              495            559            (64) 
- ---------------------------------------------------------------------------------------------------------------------

  Borrowed funds                                                                    (6)            (3)            (3) 
  Long-term debt                                                                   (62)           (45)           (17) 
- ---------------------------------------------------------------------------------------------------------------------
      Total Borrowed Funds and Long-term Debt                                      (68)           (48)           (20) 
- ---------------------------------------------------------------------------------------------------------------------
          Total Interest Expense                                                   427            511            (84) 
- ---------------------------------------------------------------------------------------------------------------------
               Net Interest Income (tax-equivalent basis)                      $ 1,350        $ 1,242        $   108  
=====================================================================================================================
</TABLE>

(1)  The volume/rate variance is allocated based on the percentage  relationship
     of changes in volume and changes in rate to the "Total Change."

(2)  Includes nonaccrual loans.


                                       14
<PAGE>

Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Noninterest Income

     For the second quarter of 1998, total  noninterest  income increased 43% or
$274 thousand to $912 thousand from $638 thousand in the second quarter of 1997.
Excluding  the effect of  security  transactions  in both  periods,  noninterest
income  increased 19% to $755 thousand from $634 thousand in the second  quarter
one year earlier.

     For the first half of 1998, total noninterest  income increased 22% or $297
thousand to $1.63  million  from the $1.34  million  earned in the first half of
1997. Adjusting for the effects of security gains, total noninterest income from
core banking  operations  increased 15% or $190 thousand to $1.425  million from
$1.235 million earned during the first half of 1997.

     Revenues from service charges on deposit accounts equaled $405 thousand for
the second quarter,  which was unchanged from the $406 thousand reported for the
second quarter  one-year  earlier.  Service charge revenue for the first half of
1998 totaled $810  thousand was also largely  unchanged  from the $813  thousand
earned in the similar period of 1997.  Increased fees earned from  nonsufficient
funds (NSF) on personal  checking accounts were offset entirely by a lower level
of fees earned on commercial transaction accounts.

     Other  service  charge  revenues  increased  63% or $85  thousand  to  $219
thousand  for the second  quarter  compared to $134  thousand  recorded  for the
comparable  quarter of 1997.  Strong loan origination  activity  translated into
growth in fees collected from third party originators,  increased  servicing fee
revenues from a growing servicing portfolio and higher real estate appraisal fee
income.  Total other service charge  revenues  increased 50% or $125 thousand to
$375 thousand for the first half of 1998 compared to $250 thousand  recorded for
the similar period in 1997.

     For the second quarter of 1998,  other income increased 39% or $37 thousand
to $131 thousand from $94 thousand in the second  quarter of 1997.  The majority
of the increase was  attributable  to growth in fees  recognized  on the sale of
mutual funds and  insurance  products,  interchange  fees from debit cards and a
one-time  gain of $15  thousand on the sale of a student  loan  portfolio.  On a
year-to-date  basis, other income increased 40% or $68 thousand to $240 thousand
from $172 thousand in the first half of 1997.

     Net security  gains  recognized  during the second  quarter of 1998 equaled
$157  thousand on $27  million of  securities  sold.  In  comparison,  net gains
recognized  in the second  quarter of 1997  totaled $4 thousand on $5 million of
securities  sold.  For the first half of 1998,  net  security  gains  recognized
totaled  $207  thousand  on $35  million of  securities  sold  compared  to $100
thousand in net gains  recognized  on $10 million of sales during the first half
of 1997.

Noninterest Expense

     Noninterest  expense  totaled  $3.99  million  in the  second  quarter,  an
increase of $503 thousand or 14% higher than the $3.49 million  reported for the
second quarter of 1997.  The  efficiency  ratio declined to 65.2% from 65.7% the
prior year. For the first six months of 1998,  noninterest expense totaled $7.78
million,  an increase of $920 thousand or 13% higher than the comparable  period
of 1997.  The  efficiency  ratio for the first six months of 1998 equaled  65.3%
compared to 66.1% the prior year.

                                       15
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

     Salary and benefits  expense  totaled $2.09 million for the second quarter,
an increase of $176 thousand or 9% compared to the second  quarter of 1997.  The
increase was due to increased  staff levels to support growth in retail banking,
commercial lending and technical support staff as well as annual merit increases
and higher accruals for performance-based  incentive accruals.  Vista intends to
link a greater portion of its future compensation structure to performance-based
incentives  for its  officer  staff as a means to  strengthen  the link  between
performance and compensation to increase profitability.  Offsetting the increase
in higher staff costs were lower expense  accruals for  postretirement  benefits
and pension income benefits.

     Occupancy  expense  totaled $339  thousand for the second  quarter that was
substantially  unchanged  from the $332  thousand in  occupancy  expense for the
second  quarter  of 1997.  For the first six  months of 1998  occupancy  expense
totaled $674 thousand  which was unchanged  from the $672 thousand  reported for
the same period of 1997.

     Furniture  and  equipment  expense  totaled  $483  thousand  for the second
quarter,  an  increase of $110  thousand  or 29% higher  than the $373  thousand
reported for the second quarter of 1997. The increase is  attributable to higher
telecommunication  charges to support the new 24-hour  telephone banking system,
increased lease charges associated with a new mainframe operating system as well
as higher depreciation expense for new technology upgrades and enhancements.

     For the first six months of 1998,  furniture and equipment  expense totaled
$961 thousand, an increase of $246 thousand or 34% higher than the $715 thousand
reported  for the first half of 1997.  This  increase may be  attributed  to the
24-hour  telephone  banking  system,  the new  mainframe  lease and  maintenance
expense;  as well as,  additional  depreciation  expense  related to  technology
upgrades.  Equipment  licensing  and  servicing  agreements  for  both  computer
hardware and software contributed significantly to this increase.

     Other expense,  which consists  primarily of legal and  professional  fees,
marketing  and  business  development  expenses and all other  expenses  totaled
$1.074  million for the second  quarter,  an  increase  of $210  thousand or 24%
higher than the $864 thousand the prior year. The increase was attributable to a
write-down of $80 thousand for an OREO property, increased loan-related expenses
tied directly to the strong loan growth  experienced  during the second  quarter
and higher expenses  related to marketing,  business  development,  training and
education.

     Total other expense for the first six months of 1998 equaled $2.07 million,
an  increase of $430  thousand  or 26% higher  than the $1.64  million the prior
year. This increase was influenced by several  factors:  a write-down of an OREO
property for $80 thousand,  NASDAQ National Market listing and entry fees of $66
thousand and  professional  fees of $10  thousand.  In  addition,  significantly
higher marketing  expenditures  added incremental costs of $154 thousand in 1998
over 1997. Such  expenditures  were  instrumental  in the growth  experienced in
loans and deposits as well as the introduction and rollout of 24-hour  telephone
banking access and alternative investment programs that include mutual funds and
insurance products. The increase also included higher consulting costs to assist
in the areas of hardware  maintenance  and  support,  in  addition to  providing
expertise in client-server  network support. The engagement concluded during the
second  quarter of 1998.  None of the  increase in other  operating  expense was
related to Year 2000 compliance issues.


                                       16
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Readiness for Year 2000

     The Year 2000 issue  involves  preparing  computer  systems and programs to
identify the arrival of January 1, 2000. In the past computer programs allocated
only  two  digits  to a year,  i.e.,  1998 was  represented  as 98.  Given  this
programming,  the year 2000 would be confused  with that of 1900.  The Year 2000
issue not only impacts  computer  hardware and software,  but all equipment that
utilizes processors or computer microchips.

     Vista Bancorp is addressing  the impact of the Year 2000 on its  operations
and the  consequences  for its  customers.  Vista  has  established  a Year 2000
Project Team consisting of  representatives  from all functional areas to assess
the nature and magnitude of the problem, to identify resource needs, and develop
contingency   plans.   Vista   intends  to  work  with  its  vendors  to  obtain
certifications  of Year 2000  compliance,  and failing such  certifications,  to
obtain  alternative  software,  hardware  and support  services as  appropriate.
Furthermore,  Vista plans to work with its significant  borrowers to ensure they
are taking appropriate steps to become Year 2000 compliant.

     Vista  expects to have all  mission  critical  systems  and  infrastructure
issues  identified  and  certified  Year 2000  compliant  by December  31, 1998,
thereby permitting additional integrated testing throughout the year 1999.

     Vista, however,  continues to bear some risk related to the Year 2000 issue
and could be  adversely  affected,  if other  entities  (i.e.,  vendors)  do not
appropriately address their own compliance issues.

     Vista continues to evaluate the estimated  costs  associated with attaining
Year 2000  readiness.  Incremental  costs for 1998,  such as  testing,  software
purchases and marketing  publications are expected to range from $50 thousand to
$100 thousand. While additional costs will be incurred, Vista believes, based on
available  information,  that it will be able to manage its Year 2000 transition
without any adverse effect on business operations or financial condition.



                                       17
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Financial Condition - June 30, 1998 versus December 31, 1997

     At June 30, 1998,  consolidated  total assets  equaled $566 million,  which
represented  an  increase of  approximately  $23  million  from $543  million in
consolidated total assets at December 31, 1997.

     Securities  available  for sale  totaled  $186.5  million at June 30,  1998
compared  to the $187.7  million in  securities  available  for sale at year-end
1997. The portfolio is comprised of 58% fixed and variable rate  mortgage-backed
securities with pass-through,  balloon and  adjustable-rate  structures,  15% in
U.S.  Government  and  Federal  agency  debt  instruments,   18%  in  tax-exempt
securities and the balance in other  securities.  The portfolio  activity during
the first half of 1998 included $65 million of  purchases,  $35 million of sales
and $32  million  of  maturities.  The  composition  of the  average  investment
portfolio during 1998 reflects a shift toward tax-exempt  investment  securities
in order to mitigate the prepayment risk on  mortgage-related  securities and to
lower the effective corporate tax rate.

     Total loans  equaled $342 million at June 30, 1998,  reflecting an increase
of  approximately  $25 million or 8% over the $317 million in total  outstanding
loans at year-end  1997.  This  increase  occurred in  commercial  loans and was
consistent with Vista's  objective to lessen its concentration in mortgage loans
and  diversify the portfolio mix while  improving  yields and  profitability  by
increasing its concentration in consumer and small business lending. At June 30,
1998,  Vista's loan to deposit ratio was 68.5% compared to 65.6% at December 31,
1997.  Mortgage loans equaled 40% of total loans outstanding as of June 30, 1998
and 42% at December 31, 1997.  Commercial  loans totaled 35% and consumer  loans
equaled 25% of total loans  outstanding at June 30, 1998 compared to 31% and 27%
at December 31, 1997, respectively.

     Total  deposits  equaled  $500  million  at June 30,  1998,  reflecting  an
increase of approximately  $16 million or 3% in total deposits  compared to $484
million at year-end 1997. Deposit growth was experienced in non-interest bearing
demand accounts and savings accounts. Variable-rate tiered savings products with
money market rates are offered to customers  who maintain high balances and have
proven successful in attracting retail deposits.  Growth in  noninterest-bearing
demand  deposits is consistent  with the strategy to grow  commercial  borrowing
relationships.

     At June 30, 1998,  time deposits,  including  those $100 thousand and over,
remained the largest component of the total deposit base,  equaling 47% compared
to 48% at year-end 1997.  Interest-bearing  demand accounts equaled 15% of total
deposits at June 30, 1998 and  December 31, 1997.  Non-interest  bearing  demand
accounts  totaled  12% of  total  deposits  at June  30,  1998  and 11% of total
deposits at December 31, 1997. Savings accounts equaled 26% of total deposits at
June 30, 1998 and at year-end 1997.

     Total  borrowed  funds and  long-term  debt equaled $17 million at June 30,
1998, an increase of $4 million compared to $13 million  outstanding at December
31, 1997.



                                       18
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Nonperforming Assets

     Nonperforming  assets,  consisting of loans on nonaccrual status plus other
real estate acquired through foreclosure (ORE), totaled $3.6 million at June 30,
1998 and $4.3  million  at  December  31,  1997,  or  1.04%  and  1.34% of total
outstanding loans and ORE, respectively.  The decrease in the ratio was due to a
decrease in the amount of nonperforming loans and ORE outstanding as well as the
increase in total loans  outstanding.  ORE  declined to $1.1 million at June 30,
1998 compared to $1.4 million at December 31, 1997.

     The allowance for loan losses  equaled $4.3 million or 1.26% of total loans
plus ORE at June 30, 1998,  compared to $4.1 million and 1.30% at year-end 1997.
Net  charge-offs  to the reserve for the six months  ended June 30, 1998 totaled
$205 thousand.  Commercial loan  charge-offs  totaled $135 thousand and consumer
loan charge-offs equaled $122 thousand for the six months ended June 30, 1998.

     The provision for loan losses  remained  unchanged at $195 thousand for the
second  quarter of 1998 and  comparable  quarter in 1997.  For the first half of
1998 and 1997 the provision for loan losses totaled $390  thousand.  At June 30,
1998, the allowance for loan losses  represented  178% of total nonaccrual loans
as compared to 142% at December 31, 1997.

Liquidity

     At June 30, 1998,  cash and cash  equivalents  equaled  $25.8 million which
represented  a decrease  of $2 million  from the $27.8  million in cash and cash
equivalents  at December  31,  1997.  Changes in cash are measured by changes in
operating,  investing and financing activities.  The $2 million decrease in cash
and cash  equivalents  was  attributable  to combined net cash flows provided by
operating and financing activities totaling $23.2 million,  which were then used
for investing activities of $25.2 million.

     At June 30, 1998,  net cash provided by operating  activities  equaled $3.4
million,  which consisted mainly of net income adjusted for noncash charges. Net
cash provided by financing  activities totaled  approximately  $19.8 million and
consisted of a $15.9 million  increase in deposits,  a $5.1 million  increase in
borrowed funds and a $1.2 million reduction in long term debt.

Capital Resources

     At  June  30,  1998,  total  shareholders'  equity  equaled  $45.7  million
representing  an increase of $2.4  million from $43.3  million in  shareholders'
equity at December 31, 1997. This increase was due to $2.5 million in net income
and $876  thousand in added  capital  raised  through the various  stock  plans,
offset  in  part by a $62  thousand  reversal  in the  market  value  adjustment
recorded for the available for sale  portfolio and cash  dividends  paid of $960
thousand.  The dividend  payout ratio  equaled 38.3% for the first six months of
1998.

     Vista  maintained a Tier I risk-based  capital  ratio of 13.39% and a total
risk-based  capital  ratio of 14.65% at June 30,  1998,  compared  to 13.58% and
14.99%, respectively,  at December 31, 1997. Vista maintained a leverage capital
ratio of 7.93% at June 30, 1998 and 7.61% at December 31, 1997.


                                       19
<PAGE>


Vista Bancorp, Inc. and Subsidiaries
- ------------------------------------

Part II    Other Information

Item 1.    Legal Proceedings                         Not Applicable

Item 2.    Changes in Securities                     Not Applicable

Item 3.    Defaults Upon Senior Securities           Not Applicable

Item 4.    Submission of Matters to a Vote of
               Security Holders                      Not Applicable

Item 5.    Other Information                         Not Applicable

Item 6.    Exhibits and Reports on Form 8-K

              (a)  Exhibits required by Item 601 of Regulation S-K:

                   Exhibit Number                Description of Exhibit  
                   --------------                ----------------------  
                            2                       Not Applicable
                            4                       Not Applicable
                           10                       Not Applicable
                           11                       Not Applicable
                           15                       Not Applicable
                           18                       Not Applicable
                           19                       Not Applicable
                           22                       Not Applicable
                           23                       Not Applicable
                           24                       Not Applicable
                           27                       Financial Data Schedules
                           99                       Not Applicable

               (b)  Reports on Form 8-K

                    The  registrant  filed the following  report on Form 8-K for
                    the quarterly period ended June 30, 1998:

                    On May 15, 1998,  the  registrant  reported on Form 8-K that
                    the directors  approved the declaration and payment of a ten
                    percent (10%) stock dividend on its outstanding common stock
                    payable  on June 10,  1998,  to  holders of record as of the
                    close of business on June 1, 1998.


                                       20
<PAGE>



                                    SIGNATURE


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




   Vista Bancorp, Inc.        
- ----------------------------
      (Registrant)



Dated: August 12, 1998



                                   By    /s/ William F. Keefe          
                                       -------------------------------
                                             William F. Keefe
                                       Executive Vice President and
                                       and Chief Financial Officer


                                            (Mr. Keefe is the Principal
                                            Accounting Officer and has
                                            been duly authorized to sign
                                            on behalf of the registrant.)




                                       21
<PAGE>
     

                                INDEX TO EXHIBITS


Item Number       Description                                             Page
- -----------       -----------                                             ----

     27           Financial Data Schedules ........................        23



                                       22

<TABLE> <S> <C>

<ARTICLE>               9
<RESTATED>
<MULTIPLIER>                                               1,000
       
<S>                                                           <C>
<PERIOD-START>                         JAN-01-1998            
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1998
<PERIOD-END>                           JUN-30-1998
<CASH>                                                          22,224
<INT-BEARING-DEPOSITS>                                             692
<FED-FUNDS-SOLD>                                                 2,950
<TRADING-ASSETS>                                                     0
<INVESTMENTS-HELD-FOR-SALE>                                    186,466
<INVESTMENTS-CARRYING>                                               0
<INVESTMENTS-MARKET>                                                 0
<LOANS>                                                        342,415
<ALLOWANCE>                                                      4,333
<TOTAL-ASSETS>                                                 565,838
<DEPOSITS>                                                     499,715
<SHORT-TERM>                                                    13,985
<LIABILITIES-OTHER>                                              3,457
<LONG-TERM>                                                      3,000
                                                0
                                                          0
<COMMON>                                                         2,315
<OTHER-SE>                                                      43,366
<TOTAL-LIABILITIES-AND-EQUITY>                                 565,838
<INTEREST-LOAN>                                                 13,746
<INTEREST-INVEST>                                                5,728
<INTEREST-OTHER>                                                   302
<INTEREST-TOTAL>                                                19,776
<INTEREST-DEPOSIT>                                               9,237
<INTEREST-EXPENSE>                                               9,602
<INTEREST-INCOME-NET>                                           10,174
<LOAN-LOSSES>                                                      390
<SECURITIES-GAINS>                                                 207
<EXPENSE-OTHER>                                                  7,782
<INCOME-PRETAX>                                                  3,634
<INCOME-PRE-EXTRAORDINARY>                                       3,634
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                     2,506
<EPS-PRIMARY>                                                     0.55
<EPS-DILUTED>                                                     0.55
<YIELD-ACTUAL>                                                    4.01
<LOANS-NON>                                                      2,430
<LOANS-PAST>                                                       110
<LOANS-TROUBLED>                                                   284
<LOANS-PROBLEM>                                                      0
<ALLOWANCE-OPEN>                                                 4,148
<CHARGE-OFFS>                                                      257
<RECOVERIES>                                                        52
<ALLOWANCE-CLOSE>                                                4,333
<ALLOWANCE-DOMESTIC>                                             4,333
<ALLOWANCE-FOREIGN>                                                  0
<ALLOWANCE-UNALLOCATED>                                          1,098
        


</TABLE>


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