8-K

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): April 22, 2013

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

Registrant’s 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))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition

On April 23, 2013, S&T Bancorp, Inc. announced by press release its earnings for the three months ended March 31, 2013. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Report on Form 8-K is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 – Other Events

The Board of Directors of S&T Bancorp, Inc. declared a $0.15 per share cash dividend at its regular meeting held April 22, 2013. The dividend is payable May 24, 2013 to shareholders of record on May 9, 2013. This dividend compares to a common stock dividend of $0.15 per share for the fourth quarter of 2012.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is filed herewith.

(99.1) Press Release

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.
April 23, 2013	/s/ Mark Kochvar
	Mark Kochvar
	Senior Executive Vice President, Chief Financial Officer

Exhibit Index

Number	Description	Method of Filing
99.1	Press Release	Filed herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

S&T Bancorp, Inc. Announces First Quarter Earnings and Declares First Quarter Dividend

Indiana, Pennsylvania – April 23, 2013 – S&T Bancorp, Inc. (S&T) (NASDAQ: STBA) has announced its first quarter earnings. Net income for the first quarter of 2013 was $12.3 million, or $0.41 per diluted share, compared to the fourth quarter of 2012 net income of $9.5 million, or $0.32 per diluted share, and the first quarter of 2012 net income of $3.5 million, or $0.12 per diluted share.

First Quarter Highlights:

• Loan demand improved with average loans increasing $72.1 million, or 2%, from the prior quarter.

• Nonperforming Assets (NPAs) decreased $9.0 million, or 16%, from the prior quarter and $21.0 million, or 31%, from the first quarter of 2012.

• A $3.1 million gain was recognized related to the sale of the merchant card servicing business.

• Results for the first quarter included approximately $0.8 million of one-time merger integration costs.

• S&T declared a $0.15 per share dividend for the first quarter.

“The first quarter was a positive start to 2013 demonstrating our ability to execute on our key strategic initiatives of loan growth and improving asset quality,” said Todd Brice, president and chief executive officer of S&T. “Loan demand is improving as evidenced by the increase in loans during the quarter. Asset quality trends continue to be positive with NPAs at the lowest level since 2008.”

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S&T Earnings Release – 2

S&T Bancorp, Inc. Announces First Quarter Earnings and Declares First Quarter Dividend (continued)

Net Interest Income

Net interest income decreased $0.6 million to $33.7 million compared to $34.3 million in the fourth quarter of 2012 due to the low interest rate environment. Net interest income was impacted by two fewer days in the first quarter compared to the fourth quarter of 2012. Average loan balances increased $72.1 million from the prior quarter, but this combined with lower funding costs was not sufficient to offset the decline in earning asset yields resulting in a two basis point decline in the net interest margin rate on a fully taxable equivalent basis (FTE) from 3.51% to 3.49%.

Asset Quality

Asset quality continues to improve with a 16% decrease in nonperforming loans (NPLs) to $46.3 million compared to $55.0 million in the prior quarter. New NPL formation decreased to $2.3 million during the first quarter which was down significantly from approximately $6.0 million in each of the prior two quarters. Substandard and special mention loans also decreased $47.8 million, or 14%, to $289.3 million from $337.1 million. Net charge-offs for the first quarter of 2013 were $2.9 million compared to net charge-offs of $4.0 million in the fourth quarter of 2012. Included in the $2.9 million of net charge-offs was $2.0 million for loans that had previously established specific reserves. The allowance for loan losses (ALL) remained relatively unchanged at $45.9 million, or 1.36% of total loans, compared to $46.5 million, or 1.38% of total loans, at December 31, 2012.

Noninterest Income and Expense

Noninterest income increased $3.2 million from the prior quarter to $14.8 million primarily due to a gain on the sale of our merchant card servicing business. In conjunction with the sale of the merchant card servicing business, we entered into a marketing and sales alliance agreement. This agreement is for an initial term of ten years and provides us with a share of future revenue. The $0.6 million increase in insurance fees related to $0.4 million of annual profit sharing that we received from our insurance carriers and normal seasonal fluctuations with policy renewals.

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S&T Earnings Release – 3

S&T Bancorp, Inc. Announces First Quarter Earnings and Declares First Quarter Dividend (continued)

Noninterest expense increased $1.9 million from the prior quarter to $31.6 million, primarily due to increased salaries and employee benefit expenses of $1.7 million. Included in the increase was approximately $1.2 million of seasonal or timing items, such as an increase in payroll taxes. Other increases in salaries and employee benefits included $0.2 million related to our annual merit increase and $0.3 million of payroll incentives due to increased loan production and a strong performance in other business lines.

The first quarter of 2013 included $0.8 million of one-time merger related expenses, primarily within data processing for the system conversion of Gateway Bank. Included in other noninterest expense is an increase of $0.9 million related to the reserve for unfunded commitments due to an increase in construction commitments from the prior quarter. During the first quarter two branches were closed resulting in $0.3 million of one-time expense. Offsetting these items in other noninterest expense was an $0.8 million decline in losses on OREO properties compared to the fourth quarter of 2012.

Financial Condition

Assets were $4.5 billion at March 31, 2013 compared to December 31, 2012. Portfolio loans increased $35.4 million from December 31, 2012, primarily in our commercial real estate, commercial and industrial and residential mortgage portfolios. Total deposits remained unchanged at $3.6 billion at both March 31, 2013 and December 31, 2012. S&T’s capital ratios increased from the prior quarter due to earnings retention. All capital ratios are significantly above the well-capitalized thresholds of federal bank regulatory agencies.

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S&T Earnings Release – 4

S&T Bancorp, Inc. Announces First Quarter Earnings and Declares First Quarter Dividend (continued)

Dividend

The Board of Directors of S&T declared a $0.15 per share cash dividend at its regular meeting held April 22, 2013. The dividend is payable May 24, 2013 to shareholders of record on May 9, 2013. This dividend compares to a common stock dividend of $0.15 per share for the fourth quarter of 2012.

Conference Call

S&T will host its first quarter 2013 earnings conference call live over the Internet at 1:00 p.m. ET on Tuesday, April 23, 2013. To access the webcast, go to S&T’s webpage at www.stbancorp.com and click on “Events & Presentations.” Select “1st Quarter 2013 Conference Call” and follow the instructions.

About S&T Bancorp, Inc.

Headquartered in Indiana, PA, S&T operates offices within Allegheny, Armstrong, Blair, Butler, Cambria, Clarion, Clearfield, Indiana, Jefferson, Washington and Westmoreland counties. With assets of $4.5 billion, S&T stock trades on the NASDAQ Global Select Market System under the symbol STBA. For more information, visit www.stbancorp.com.

For more information:

Mark Kochvar

Chief Financial Officer

800 Philadelphia Street

Indiana, PA 15701

724-465-4826

mark.kochvar@stbank.net

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S&T Earnings Release – 5

S&T Bancorp, Inc. Announces First Quarter Earnings and Declares First Quarter Dividend (continued)

This information may contain forward-looking statements regarding future financial performance which are not historical facts and which involve risks and uncertainties. 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, change in interest rates, deposit flows, loan demand, asset quality, including real estate and other collateral values and competition. In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), S&T management uses and this press release contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis. S&T believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparisons with the performance of others in the financial services industry. Although S&T believes that these non-GAAP financial measures enhance investors’ understanding of S&T’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. A reconciliation of these non-GAAP financial measures is presented in the attached financial data spreadsheet. This information should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K for S&T Bancorp, Inc. and subsidiaries.

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S&T Earnings Release – 6

S&T Bancorp, Inc.

Consolidated Selected Financial Data

Unaudited

	2013			2012			2012
(in thousands, except per share data)	First Quarter			Fourth Quarter			First Quarter
INTEREST INCOME
Loans, including fees	$	35,045		$	36,127		$	36,337
Investment securities:
Taxable		1,863			1,884			1,944
Tax-exempt		833			801			753
Dividends		102			108			106
Total Interest Income		37,843			38,920			39,140
INTEREST EXPENSE
Deposits		3,202			3,612			4,751
Borrowings and junior subordinated debt securities		972			1,017			1,068
Total Interest Expense		4,174			4,629			5,819
NET INTEREST INCOME		33,669			34,291			33,321
Provision for loan losses		2,307			4,215			9,272
Net interest income after provision for loan losses		31,362			30,076			24,049
NONINTEREST INCOME
Gain on sale of merchant card servicing business		3,093			—			—
Wealth management fees		2,576			2,415			2,419
Debit and credit card fees		2,451			2,662			2,667
Service charges on deposit accounts		2,448			2,585			2,408
Insurance fees		1,775			1,190			1,691
Mortgage banking		482			704			671
Securities gains, net		2			—			840
Other		1,979			2,009			2,373
Total Noninterest Income		14,806			11,565			13,069
NONINTEREST EXPENSE
Salaries and employee benefits		16,067			14,323			16,472
Data processing		2,664			2,172			3,240
Net occupancy		2,169			2,011			1,784
Furniture and equipment		1,308			1,401			1,238
Other taxes		999			667			774
Professional services and legal		974			1,111			1,900
FDIC assessment		776			762			608
Marketing		689			1,146			742
Other		5,970			6,124			6,025
Total Noninterest Expense		31,616			29,717			32,783
Income Before Taxes		14,552			11,924			4,335
Provision for income taxes		2,222			2,400			855
Net Income Available to Common Shareholders	$	12,330		$	9,524		$	3,480
Per Common Share Data:
Shares outstanding at end of period		29,724,721			29,732,209			28,873,043
Average shares outstanding - diluted		29,674,406			29,659,999			28,272,568
Diluted earnings per common share (1)	$	0.41		$	0.32		$	0.12
Dividends declared per common share	$	0.15		$	0.15		$	0.15
Dividend yield (annualized)		3.24	%		3.32	%		2.77	%
Dividends paid to net income		36.17	%		46.83	%		121.26	%
Common book value	$	18.32		$	18.08		$	17.47
Tangible common book value (2)	$	12.24		$	11.98		$	11.32
Market value	$	18.54		$	18.07		$	21.69
Profitability Ratios (Annualized)
Common return on average assets		1.12	%		0.86	%		0.34	%
Common return on average tangible assets (3)		1.17	%		0.90	%		0.35	%
Common return on average common equity		9.25	%		7.05	%		2.82	%
Common return on average tangible common equity (4)		13.91	%		10.65	%		4.31	%
Efficiency ratio (FTE) (5)		63.68	%		63.29	%		70.23	%

S&T Earnings Release – 7

S&T Bancorp, Inc.

Consolidated Selected Financial Data

Unaudited

(in thousands)

	2013			2012			2012
	First Quarter			Fourth Quarter			First Quarter
ASSETS
Cash and due from banks, including interest-bearing deposits	$	261,124		$	337,711		$	386,640
Securities available-for-sale, at fair value		469,418			452,266			363,151
Loans held for sale		2,580			22,499			3,663
Consumer loans:
Residential mortgage		442,705			427,303			382,884
Home equity		416,524			431,335			441,648
Installment and other consumer		68,773			73,875			82,223
Construction		3,105			2,437			2,211
Total consumer loans		931,107			934,950			908,966
Commercial loans:
Commercial real estate		1,479,796			1,452,133			1,416,663
Commercial and industrial		806,205			791,396			703,112
Construction		164,874			168,143			169,039
Total commercial loans		2,450,875			2,411,672			2,288,814
Allowance for loan losses		(45,936	)		(46,484	)		(47,827	)
Total portfolio loans, net		3,336,046			3,300,138			3,149,953
Goodwill		175,820			175,733			171,395
Other assets		234,875			238,355			256,173
Total Assets	$	4,479,863		$	4,526,702		$	4,330,975
LIABILITIES
Deposits:
Noninterest-bearing demand	$	951,050		$	960,980		$	860,108
Interest-bearing demand		304,667			316,760			306,400
Money market		326,489			361,233			291,245
Savings		993,472			965,571			882,675
Certificates of deposit		1,062,886			1,033,884			1,181,927
Total Deposits		3,638,564			3,638,428			3,522,355
Securities sold under repurchase agreements		64,358			62,582			40,638
Short-term borrowings		50,000			75,000			75,000
Long-term borrowings		23,535			34,101			31,426
Junior subordinated debt securities		90,619			90,619			90,619
Other liabilities		68,173			88,550			66,519
Total Liabilities		3,935,249			3,989,280			3,826,557
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity		544,614			537,422			504,418
Total Liabilities and Shareholders’ Equity	$	4,479,863		$	4,526,702		$	4,330,975
Capitalization Ratios
Common equity / assets		12.16	%		11.87	%		11.65	%
Tangible common equity / tangible assets (6)		8.46	%		8.20	%		7.87	%
Tier 1 leverage ratio		9.42	%		9.31	%		9.20	%
Risk-based capital - tier 1		12.20	%		11.98	%		11.62	%
Risk-based capital - total		15.60	%		15.39	%		15.14	%

S&T Earnings Release – 8

S&T Bancorp, Inc.

Consolidated Selected Financial Data

Unaudited

(in thousands)

	2013						2012						2012
	First Quarter						Fourth Quarter						First Quarter
Net Interest Margin (FTE) (QTD Averages)(7)
Assets
Interest-bearing deposits with banks	$	210,628			0.23	%	$	267,719			0.29	%	$	231,241			0.20	%
Securities/other		478,248			2.65	%		445,059			2.76	%		381,550			3.29	%
Loans		3,358,099			4.32	%		3,286,039			4.44	%		3,135,517			4.74	%
Total Interest-earning Assets		4,046,975			3.91	%		3,998,817			3.97	%		3,748,308			4.31	%
Noninterest-earning assets		401,396						411,078						395,577
Total Assets	$	4,448,371					$	4,409,895					$	4,143,885
Liabilities and Shareholders’ Equity
NOW/money market/savings	$	1,622,229			0.16	%	$	1,614,444			0.19	%	$	1,401,848			0.18	%
Certificates of deposit		1,043,147			1.00	%		1,058,308			1.06	%		1,132,687			1.46	%
Borrowed funds < 1 year		124,449			0.19	%		61,588			0.16	%		112,944			0.20	%
Borrowed funds > 1 year		120,104			3.08	%		124,947			3.15	%		122,214			3.32	%
Total Interest-bearing Liabilities		2,909,929			0.58	%		2,859,287			0.64	%		2,769,693			0.84	%
Noninterest-bearing Liabilities and Shareholders’ Equity
Demand deposits		925,301						929,575						809,464
Shareholders’ equity/other		613,141						621,033						564,728
Total Noninterest-bearing Liabilities and Shareholders’ Equity		1,538,442						1,550,608						1,374,192
Total Liabilities and Shareholders’ Equity	$	4,448,371					$	4,409,895					$	4,143,885
Net Interest Margin					3.49	%					3.51	%					3.69	%
	2013						2012						2012
	First Quarter						Fourth Quarter						First Quarter
				% NPL						% NPL						% NPL
Nonperforming Loans (NPL)
Consumer loans:
Residential mortgage	$	5,643			1.27	%	$	7,278			1.70	%	$	8,260			2.16	%
Home equity		4,022			0.97	%		3,653			0.85	%		3,490			0.79	%
Installment and other consumer		21			0.03	%		40			0.05	%		27			0.03	%
Construction		218			7.02	%		218			8.95	%		181			8.19	%
Total Nonperforming Consumer Loans		9,904			1.06	%	$	11,189			1.20	%		11,958			1.32	%
Commercial loans:
Commercial real estate		25,836			1.75	%		30,556			2.10	%		32,816			2.32	%
Commercial and industrial		5,380			0.67	%		6,435			0.81	%		8,269			1.18	%
Construction		5,170			3.14	%		6,778			4.03	%		11,460			6.78	%
Total Nonperforming Commercial Loans		36,386			1.48	%		43,769			1.81	%		52,545			2.30	%
Total Nonperforming Loans	$	46,290			1.37	%	$	54,958			1.63	%	$	64,503			2.01	%
	2013						2012						2012
	First Quarter						Fourth Quarter						First Quarter
Asset Quality Data
Nonperforming loans	$	46,290					$	54,958					$	64,503
Assets acquired through foreclosure or repossession		627						911						3,371
Nonperforming assets		46,917						55,869						67,874
Troubled debt restructurings (nonaccrual)		14,776						18,940						22,963
Troubled debt restructurings (accruing)		41,423						41,521						41,189
Total troubled debt restructurings		56,199						60,461						64,152
Nonperforming loans / loans		1.37	%					1.63	%					2.01	%
Nonperforming assets / loans plus OREO		1.39	%					1.66	%					2.12	%
Allowance for loan losses / loans		1.36	%					1.38	%					1.49	%
Allowance for loan losses / nonperforming loans		99	%					85	%					74	%
Net loan charge-offs		2,854						4,011						10,286
Net loan charge-offs (annualized) / average loans		0.34	%					0.49	%					1.32	%

S&T Earnings Release – 9

S&T Bancorp, Inc.

Consolidated Selected Financial Data

Unaudited

(in thousands)

	2013			2012			2012
	First Quarter			Fourth Quarter			First Quarter
Definitions and Reconciliation of GAAP to Non-GAAP Financial Measures:
(1)  Diluted earnings per common share under the two-class method is determined on the net income reported on the income statement less earnings allocated to participating securities.
(2)  Tangible Common Book Value
Common book value (GAAP basis)	$	18.32		$	18.08		$	17.47
Effect of excluding intangible assets		(6.08	)		(6.10	)		(6.15	)
Tangible common book value	$	12.24		$	11.98		$	11.32
(3)  Common Return on Average Tangible Assets
Common return on average assets (GAAP basis)		1.12	%		0.86	%		0.34	%
Effect of excluding intangible assets		0.05	%		0.04	%		0.01	%
Common return on average tangible assets		1.17	%		0.90	%		0.35	%
(4)  Common Return on Average Tangible Common Equity
Common return on average common equity (GAAP basis)		9.25	%		7.05	%		2.82	%
Effect of excluding intangible assets		4.66	%		3.60	%		1.49	%
Common return on average tangible common equity		13.91	%		10.65	%		4.31	%
(5)  Noninterest expense divided by noninterest income plus net interest income, on a fully taxable equivalent (FTE) basis.
(6)  Tangible Common Equity / Tangible Assets
Common equity / assets (GAAP basis)		12.16	%		11.87	%		11.65	%
Effect of excluding intangible assets		-3.70	%		-3.67	%		-3.78	%
Tangible common equity / tangible assets		8.46	%		8.20	%		7.87	%
(7)  Net interest income (annualized) rate		3.79	%		3.86	%		4.19	%
Taxable equivalent adjustment		0.12	%		0.11	%		0.12	%
Net Interest Income Rate (FTE)		3.91	%		3.97	%		4.31	%
Net interest margin rate		3.37	%		3.40	%		3.57	%
Taxable equivalent adjustment		0.12	%		0.11	%		0.12	%
Net Interest Margin Rate (FTE)		3.49	%		3.51	%		3.69	%