United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 2012
S&T Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania | 0-12508 | 25-1434426 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
800 Philadelphia Street, Indiana, PA |
15701 | |||
(Address of Principal Executive Offices) | Zip Code |
Registrants telephone number, including area code (800) 325-2265
Former name or address, if changed since last report Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))P |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
The attached investor presentations contain financial data that members of management will use from time to time through December 31, 2012, during visits with investors, analysts and other interested parties to assist in their understanding of S&T Bancorp, Inc. (S&T). These investor presentations are available in the Events and Presentations section of S&Ts web site at www.stbancorp.com. Copies of the investor presentations are attached as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.
The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Form 8-K, including the investor presentations, contains forward-looking statements within the meaning of the safe harbor provisions of the federal securities laws. These statements are based on S&Ts expectations and involve risks and uncertainties that could cause our actual results to differ materially from those set forth in the statements. These risks are discussed in S&Ts filings with the Securities and Exchange Commission (the SEC), including an extensive discussion of these risks in S&Ts Annual Report on Form 10-K for the year ended December 31, 2011. Such forward-looking statements speak only as of the date they are made, and S&T undertakes no obligation to update or revise any forward-looking statement. If S&T does update any forward-looking statement, no inference should be drawn that it will make additional updates with respect to that statement or any other forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
99.1 | Investor Presentation. |
99.2 | Investor Presentation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.
S&T Bancorp, Inc. | ||||||
December 6, 2012 | /s/ Mark Kochvar | |||||
Mark Kochvar | ||||||
Senior Executive Vice President, | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description of the Exhibit | |
99.1 | Investor Presentation. | |
99.2 | Investor Presentation. |
![]() Exhibit 99.1 |
![]() Todd
Brice President and
Chief Executive Officer |
![]() Forward Looking Statement
and Risk Factor
This presentation contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward- looking statements
include, among others, statements regarding trends, strategies, plans, beliefs,
intentions, expectations, goals and opportunities. Forward looking
statements are typically identified by words or phrases such as believe,
expect, anticipate, intend, estimate, assume, strategy, plan, outlook,
outcome, continue, remain, trend and variations of such words and similar
expressions,
or
future
or
conditional
verbs
such
as
will,
would,
should,
could,
may
or
similar
expressions. Actual results and performance could differ materially from
those anticipated by these forward-looking statements. Factors
that could cause such a difference include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, loan demand,
asset quality, including real estate and other collateral values, and
competition.
S&T cautions that these forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. These
forward-looking statements speak only as of the date hereof, and
S&T assumes no duty to update forward-looking statements. Subsequent
written
or
oral
statements
attributable
to
S&T
or
persons
acting
on
its
behalf
are
expressly
qualified in their entirety by the cautionary statements contained herein and
those in S&Ts reports previously and subsequently filed with the
Securities and Exchange Commission. 3 |
![]() 4
Non-GAAP Financial Measures
In
addition
to
the
results
of
operations
presented
in
accordance
with
Generally
Accepted
Accounting Principles (GAAP), S&T management uses and this presentation
contains or references, certain non-GAAP financial measures, such as
net interest income on a fully taxable equivalent basis, that S&T
believes provide information useful to investors in understanding our
underlying operational performance and our business and performance trends as they
facilitate comparisons with the performance of others in the financial
services industry. Although S&T believes
that
these
non-GAAP
financial
measures
enhance
investors
understanding
of
S&Ts
business and performance, these non-GAAP financial measures should not be
considered an alternative to GAAP. The non-GAAP financial
measures contained therein should be read in conjunction with the audited
financial statements and analysis as presented in the Annual Report on Form
10-K as well as the unaudited financial statements and analyses as presented in the
respective Quarterly Reports on Forms 10-Q for S&T Bancorp, Inc. and
subsidiaries. |
![]() 5
Corporate Profile |
![]() 6
Assets
ROA
ROE
FNB Corporation
$12.0
0.93%
7.93%
Northwest Bancshares
8.1
0.78
5.42
First Commonwealth Financial
6.0
0.75
5.75
S&T Bancorp
4.4
0.77
6.46
TriState Capital
2.0
0.61
5.86
Data source: Federal Reserve YTD as of 09.30.12
$ in billions
Western PA Bank Holding Companies |
![]() 7
*
2012 peer banks per 2012 proxy statement
Common Return on Assets |
![]() 8
Common Return on Equity
*
2012 peer banks per 2012 proxy statement |
![]() 9
4 Lines of Business |
![]() 10
Commercial Banking |
![]() 11
Loan Mix
Total Loans as of 09.30.12 = $3.3 Billion |
![]() Commercial Banking
31 commercial lenders
12 community lenders
Privately held companies with sales up to
$150 million
$1-7 million preferred facility
Growing pipeline
Adding producers
12 |
![]() 13
Retail Banking |
![]() Retail Banking
Over 100,000 Households
59 branches
Average branch size of $61.5 million
Home Center
92% of customers highly satisfied
Over 70,000 customers enrolled in online banking
Over 9,500 customers enrolled in Mobile Banking
14 |
![]() 15
Wealth Management |
![]() Wealth Management
$1.7 billion AUM
3 Divisions
S&T Trust
S&T Financial Services
RIA/Stewart Capital
Estimated annual revenue in excess of $10 million
Adding producers
16 |
![]() 17
Insurance |
![]() Insurance
Purchased Evergreen Insurance in 2002
Full service agency
Commercial P&C (65%)
Group Life and Health (20%)
Personal Lines (15%)
Estimated annual revenue in excess of $5 million
18 |
![]() Growth
Merger & Acquisition Activity
2012 -
Gateway Bank of Pennsylvania
2012 -
Mainline Bancorp
2008
IBT Bancorp
2002 -
Peoples Financial Corp
1997 -
Peoples Bank of Unity
1991 -
Atlantic Financial Savings Bank
1991 -
Vanguard Savings Bank
19 |
![]() Growth
Merger Opportunities
20 |
![]() Growth -
Organic
County
Total Deposits*
S&T Deposits*
# Branches
Share
Rank
Allegheny
$76,568
$691
12
0.9%
10
Washington
4,525
89
1
2.0
10
Butler
3,458
34
2
1.0
15
Westmoreland
6,833
788
11
11.5
5
Cambria
2,776
179
7
6.4
5
Blair
2,182
52
3
2.4
9
Armstrong
1,114
82
2
7.4
4
Indiana
2,052
959
10
46.7
1
Clearfield
1,291
165
3
12.8
5
Jefferson
878
412
6
46.9
1
Clarion
800
180
2
22.5
1
Total
$102,477
$3,631
59
3.5%
21
* $ in millions
Source: Highline Financial as of 06.30.12 |
![]() 22
The Right Size
Big Enough to:
Provide full complement of products and services
Access technology
Access Capital Markets
Attract talent
Expand
Mergers and Acquisitions/DeNovo
Small Enough to:
Stay close to our customers
Understand our markets
Be responsive |
![]() |
Exhibit 99.2
S&T Bancorp, Inc. is a $4.4 billion financial holding company headquartered in Indiana, PA, located about 55 miles northeast of Pittsburgh, PA.
Founded in 1902 with a single location in Indiana, PA, S&T Bancorp, Inc. has grown to 59 branch offices that provide a full range of financial services to individuals and businesses in Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson, Washington and Westmoreland counties.
S&T has always maintained a sincere interest in both its customers and the success of the local community. This interest has helped S&T meet its customers needs with quality banking services as well as foster the economic vitality of its communities.
Strategy:
4 lines of business:
Commercial Banking
Retail Banking
Wealth Management
Insurance
Growth:
Disciplined mergers and acquisitions
Selective Denovo and LPO
Organic
Recent Mergers and Acquisitions:
August 13, 2012
S&T Bank acquired Gateway Bank of PA adding 2 offices in Cranberry Township and McMurray. Gateway had approximately $99 million in loans and $105 million in deposits.
March 9, 2012
S&T Bank acquired Mainline Bancorp adding 8 offices in Blair and Cambria County. Mainline Bancorp had approximately $130 million in loans and $206 million in deposits.
Key Statistics:
(Data as of 09.30.12)
Total Assets (in $ millions)
$4,422
Common BV/Share
$17.97
Tangible BV/Share
$11.86
(Data as of 11.30.12)
Stock Price
$16.97
Market Cap (in $ millions)
$505
Dividend Yield
3.54%
Price/Earnings (LTM)
14.4
59 Branches in 11 Western Pennsylvania Counties
Total Shareholder Return
Includes reinvested dividends except
(Data as of 09.30.12)
1 YR
3 YR
5 YR
10 YR
STBA
12.5%
13.9%
-8.2%
-0.1%
NASDAQ Bank
39.2%
7.1%
-6.7%
0.9%
KRX-Dow Jones KBW Regional Bank
48.3%
13.2%
-6.2%
-1.0%*
S&P 500
30.3%
14.4%
1.1%
8.0%
Source: Bloomberg
Senior Management:
Todd D. Brice
President and Chief Executive Officer
Edward C. Hauck
Senior Executive Vice President, Chief Operating Officer
Mark Kochvar
Senior Executive Vice President, Chief Financial Officer
David G. Antolik
Senior Executive Vice President, Chief Lending Officer
Investor Relations Contact:
Mark Kochvar
S&T Bancorp, Inc.,
800 Philadelphia Street
Indiana, PA 15701
724.465.4826
mark.kochvar@stbank.net
For more information visit stbancorp.com.
Common stock traded on the NASDAQ
under the symbol STBA
Analyst Coverage:
The following analysts published research about S&T Bancorp, Inc. in 2012.
Boenning & Scattergood Matt Schultheis • 610.832.5290 mschultheis@boenninginc.com
Guggenheim Partners David Darst • 615.208.1224 david.darst@guggenheimpartners.com
Keefe, Bruyette & Woods Damon Delmonte • 860.722.5908 ddelmonte@kbw.com
RBC Capital Markets
Gerard Cassidy • 207.780.1554
gerard.cassidy@rbccm.com
Sterne Agee
Matthew Breese • 207.699.5800
mbreese@sterneagee.com
Stifel Nicolaus
Collyn Gilbert • 973.549.4092
collyn.gilbert@stifel.com
Financial Highlights:
3Q12 |
2Q12 |
3Q11 |
||||||||||
Net Income (in $ thousands) |
$ |
12,595 |
|
$ |
8,600 |
|
$ |
12,244 |
| |||
Diluted earnings per Common Share |
$ |
0.43 |
|
$ |
0.30 |
|
$ |
0.44 |
| |||
Dividends Declared per Common Share |
$ |
0.15 |
|
$ |
0.15 |
|
$ |
0.15 |
| |||
Total Assets (in $ millions) |
$ |
4,422 |
|
$ |
4,347 |
|
$ |
4,092 |
| |||
Total Loans (in $ millions) |
$ |
3,282 |
|
$ |
3,198 |
|
$ |
3,136 |
| |||
Total Deposits (in $ millions) |
$ |
3,594 |
|
$ |
3,518 |
|
$ |
3,271 |
| |||
Common Return on Average Assets |
|
1.15 |
% |
|
0.80 |
% |
|
1.20 |
% | |||
Common Return on Average Equity |
|
9.56 |
% |
|
6.80 |
% |
|
8.12 |
% | |||
Net Interest Margin (FTe) |
|
3.50 |
% |
|
3.57 |
% |
|
3.76 |
% | |||
Nonperforming Assets/Loans + OREO |
|
2.06 |
% |
|
2.25 |
% |
|
2.08 |
% | |||
Allowance for Loan Losses/Total Loans |
|
1.41 |
% |
|
1.46 |
% |
|
1.64 |
% | |||
Risk-based Capital - Total |
|
15.45 |
% |
|
15.33 |
% |
|
18.51 |
% | |||
Tangible Common equity/Tangible Assets |
|
8.32 |
% |
|
7.99 |
% |
|
8.30 |
% |
Our Reputation Speaks for Itself
Bancography Brand Value Index
S&T recognized as one of the countrys strongest bank brands in our category in all of
Western Pennsylvania.
AARP
S&T voted one of the best employers for workers over 50 years old.
FHLBank of Pittsburgh
S&T honored twice with the Pillars of the Community Award.
S&T Customer Satisfaction Survey
92% of S&T Bank customers say they are highly satisfied with our service.
This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially from the results discussed in these statements. These risks are detailed in the companys latest form 10-Q and 10-K filed with the Securities and Exchange Commission.
This document also contains or references, certain non-GAAP financial measures, such as net interest margin (FTE). Although S&T believes that these measures enhance investors understanding of S&Ts business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP, and should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in the respective Quarterly Reports on Forms 10-Q for S&T Bancorp, Inc. and subsidiaries.
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