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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): October 27, 2014

 

NBT BANCORP INC.

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(Exact name of registrant as specified in its charter)

52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815

(Address of principal executive offices)

Registrant's telephone number, including area code: (607) 337-2265

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:

o

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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

 

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ITEM 2.02 Results of Operations and Financial Condition

On October 27, 2014, NBT Bancorp Inc. issued a press release describing its results of operations for the quarter and nine months ended September 30, 2014 and announcing a quarterly cash dividend to be paid on December 15, 2014 to shareholders of record on December 1, 2014.  That press release is furnished as Exhibit 99.1 hereto.

ITEM 9.01 Financial Statements and Exhibits

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2014

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

ATTENTION: FINANCIAL AND BUSINESS EDITORS

 

NBT BANCORP INC. ANNOUNCES REPORTED NET INCOME OF $10.9 MILLION AND RECORD CORE NET INCOME OF $19.8 MILLION FOR THE THIRD QUARTER OF 2014; DECLARES CASH DIVIDEND

NORWICH, NY (October 27, 2014) – NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) reported net income for the three months ended September 30, 2014 was $10.9 million, down from $27.6 million for the previous quarter, and down from $19.3 million for the same period last year.  Reported net income for the three months ended September 30, 2014 included prepayment penalties totaling $8.8 million (after taxes) related to our previously reported long-term debt restructure strategy.  Reported net income for the previous quarter ended June 30, 2014 included an $11.2 million net gain (after taxes and related incentive compensation) on the sale of our ownership interest in Springstone LLC (“Springstone”), partially offset by prepayment penalties totaling $2.9 million (after taxes) related to our long-term debt restructure strategy.  Reported earnings per diluted share for the three months ended September 30, 2014 was $0.25 as compared to $0.62 for the previous quarter and $0.44 for the same period in 2013.

Core net income for the three months ended September 30, 2014 was $19.8 million, up 3.8% from $19.1 million for the previous quarter and up 2.3% from $19.4 million for the same period in 2013.  Core diluted earnings per share for the three months ended September 30, 2014 was $0.45, up from $0.43 for the previous quarter and up from $0.44 for the same period in 2013.

Reported net income for the nine months ended September 30, 2014 was $56.6 million, up from $43.8 million for the same period last year, which included the aforementioned net Springstone gain and long-term prepayment penalties in 2014 and approximately $12.3 million in merger-related expenses in 2013.  Reported earnings per diluted share for the nine months ended September 30, 2014 was $1.28 as compared to $1.05 for the same period in 2013.

Core net income for the nine months ended September 30, 2014 was $57.3 million, up 11.3% from $51.5 million for the same period in 2013.  Core diluted earnings per share for the nine months ended September 30, 2014 was $1.29, up from $1.23 for the same period in 2013.

The reported results for the third quarter and first nine months of 2014 and 2013 both contained items which the Company considers non-core, such as gain on the sale of the Springstone equity investment, long-term debt restructure prepayment penalties, merger expenses, securities gains, and other items not considered core to our operations.

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Third Quarter 2014 Highlights:

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Core net income of $19.8 million for the third quarter of 2014 is the highest in the Company’s history

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Net interest margin was 3.61% for the third quarter of 2014, up 1 basis point from the linked quarter as we began to realize the benefit of the debt restructure strategy completed during the third quarter

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Completed previously disclosed long-term borrowings restructure strategy, resulting in $13.3 million in gross prepayment penalties (non-core) recognized in the third quarter of 2014 and lowered the cost of the restructured long-term funding by approximately 200 basis points

 

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9% average year to date organic retail demand deposit growth

 

“We are extremely pleased to report that we achieved record core net income during the third quarter of 2014,” said NBT President and CEO Martin Dietrich. “We remain focused on our customers and our opportunities to promote organic growth as we continue to expand in new markets like New Hampshire and enhance the service we provide across our footprint as we deploy new technology like enhanced deposit functionality at our ATMs and through mobile deposit services. Our efforts to manage our balance sheet strategically and with a long-term focus are also essential to our efforts to continue to create long-term value for our shareholders.”

Net interest income was $63.8 million for the third quarter of 2014, up 1.9% from the previous quarter, and up 2.5% from the same period last year.  Fully taxable equivalent (“FTE”) net interest margin was 3.61% for the three months ended September 30, 2014, up from 3.60% from the prior quarter, and down from 3.65% for the third quarter of 2013.  Average interest earning assets were up $44.0 million, or 0.6%, for the third quarter of 2014 as compared to the prior quarter, driven primarily by organic loan production.  The increase in average interest earning assets was partially offset by slight rate compression on earning assets, which decreased from 3.94% during the second quarter of 2014 to 3.91% for the third quarter of 2014.  This rate compression was driven primarily by decreasing loan yields from 4.42% for the second quarter of 2014 to 4.38% for the third quarter of 2014.  As a result of the increase in average earning assets, interest income was up 1.0% for the third quarter of 2014 as compared to the prior quarter.  Average interest bearing liabilities decreased $32.9 million, or 0.6%, from the second quarter of 2014 to the third quarter of 2014.  The rates paid on interest bearing liabilities decreased by 4 basis points from the second quarter of 2014 to the third quarter of 2014.  This decrease was primarily driven by a 46 basis point decrease in the rate paid on long-term debt resulting from the aforementioned debt restructuring completed in the third quarter of 2014.  The decrease in average balances combined with the decrease in the rates paid on interest bearing liabilities resulted in an 8.7% decrease in interest expense for the third quarter of 2014 as compared to the prior quarter.

 

Net interest income was $187.9 million for the nine months ended September 30, 2014, up 6.7% from the same period in 2013. FTE net interest margin was 3.61% for the nine months ended September 30, 2014, down from 3.67% from the nine months ended September 30, 2013. Average interest earning assets were up $535.2 million, or 8.2%, for the nine months ended September 30, 2014 as compared to the same period in 2013. This increase was driven primarily by the acquisition of Alliance Financial Corporation (“Alliance”) in March 2013 as well as organic loan production during the past several quarters. The increase in average interest earning assets was partially offset by rate compression on earning assets, as their yield decreased from 4.16% during the nine months ended September 30, 2013 to 3.95% for the nine months ended September 30, 2014. This rate compression was driven primarily by decreasing loan yields from 4.75% for the nine months ended 2013 to 4.43% for the nine months ended September 30, 2014. As a result of the increase in average earning assets, interest income was up 3.1% for the nine months ended September 30, 2014 as compared to the same period in 2013. Average interest bearing liabilities increased $282.3 million, or 5.8%, for the first nine months of 2014 as compared to the same period in 2013. This increase was due primarily to an increase in deposits resulting from organic deposit growth as well as the aforementioned acquisition of Alliance. The rates paid on interest bearing liabilities for the first nine months of 2014 decreased by 18 basis points from the first nine months of 2013. This decrease was primarily driven by a decrease of 10 basis points in rates paid on deposits from improved funding mix as well as a 55 basis point decrease in the rate paid on long-term debt due primarily to maturity of long-term debt in the prior year, as well as the aforementioned debt restructuring in the second and third quarters of 2014.

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Noninterest income for the three months ended September 30, 2014 was $26.7 million, down $19.4 million from the previous quarter, and down $0.5 million from the same period in 2013.  The decrease from the prior quarter was primarily driven by a $19.4 million gain from the previously disclosed sale of our ownership interest in Springstone recorded in the second quarter of 2014.  Excluding this gain, noninterest income for the three months ended September 30, 2014 was up $0.1 million from the previous quarter.

Noninterest income for the nine months ended September 30, 2014 was $99.0 million, up $21.1 million, or 27.0%, from the same period in 2013.  The increase from 2013 was primarily driven by the aforementioned $19.4 million gain recorded in the second quarter of 2014.  Excluding this gain, noninterest income for the nine months ended September 30, 2014 was $79.6 million, up $1.7 million, or 2.1%, from the same period in 2013.  This increase from 2013 was due primarily to increases in trust and ATM and debit card fees, due in large part to the full impact from Alliance in 2014.   These increases were partially offset by decreases in service charges on deposit accounts and net securities gains for the first nine months of 2014 as compared with the same period in 2013.  The decrease in service charges on deposit accounts from the prior year was due primarily to lower nonsufficient funds fees recorded during the first nine months of 2014 due to changes in customer behavior, improving macroeconomic conditions, and continued customer outreach and education.

Noninterest expense for the three months ended September 30, 2014 was $69.1 million, up $6.3 million from the previous quarter, and up $12.8 million from the same period in 2013.  This increase from the prior quarter and 2013 was due primarily to $13.3 million of prepayment penalties from the aforementioned strategic long-term debt restructuring in the third quarter of 2014 as compared with $4.6 million in prepayment penalties recorded during the second quarter of 2014.  Excluding these prepayment penalties, noninterest expense for the three months ended September 30, 2014 was $55.7 million, down $2.5 million, or 4.2% from the previous quarter, and down $0.6 million, or 1.0%, from the same period in 2013.  The decrease from the previous quarter was due primarily to a $2.2 million decrease in salaries and employee benefits driven by $2.5 million increase in incentive compensation related to the Springstone transaction recorded in the second quarter of 2014.

Noninterest expense for the nine months ended September 30, 2014 was $189.3 million, up $15.9 million from the same period in 2013.  Excluding the $17.9 million prepayment penalties in 2014 and the merger related expenses totaling $12.3 million in the first nine months of 2013, noninterest expense for the nine months ended September 30, 2014 was $171.4 million, up $10.3 million, or 6.4% from the same period in 2013.  This increase from the nine months ended September 30, 2013 was due primarily to 2014 including the full nine months of Alliance expenses including occupancy, salaries and employee benefits, data processing, professional fees, and equipment.  In addition, the increase in salaries and benefits in 2014 included incremental incentive compensation related to the Springstone transaction, partially offset by lower retirement plan expenses due mainly to plan asset performance and a previous plan amendment.

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The effective tax rate was 33.8% for the third quarter of 2014, 33.7% for the second quarter of 2014, and 31.0% for the third quarter of 2013.  The effective tax rate was 33.4% for the nine months ended September 30, 2014, as compared to 30.7% for the first nine months of 2013.  The increases in the effective tax rate for the three and nine month periods ending September 30, 2014 were primarily due to a higher level of taxable income as a percentage of total income as compared to the same periods in 2013.

Asset Quality

Net charge-offs were $5.1 million for the third quarter of 2014, up from $4.1 million for the second quarter of 2014, and down from $6.2 million for the third quarter of 2013.  Net charge-offs to average loans for the third quarter of 2014 was 0.36%, compared to 0.30% for the previous quarter and 0.46% for the same period in 2013.  NBT recorded a provision for loan losses of $4.9 million for the three months ended September 30, 2014, compared with $4.2 million for the previous quarter, and $5.2 million for the same period in 2013.

Nonperforming loans to total loans was 0.98% at September 30, 2014, up from 0.96% at June 30, 2014 and down from 0.99% at December 31, 2013.  For the originated portfolio, nonperforming loans to loans was 0.83% at September 30, 2014, up slightly from 0.81% for the prior quarter, and down from 0.84% at December 31, 2013.  Past due loans as a percentage of total loans was 0.65% for the third quarter of 2014, up from 0.57% for the second quarter of 2014, and down from 0.77% as of December 31, 2013.   For the originated portfolio, past due loans as a percentage of loans was 0.70% for the third quarter of 2014, up from 0.59% for the second quarter of 2014, and down from 0.83% as of December 31, 2013.

The allowance for loan losses totaled $69.3 million at September 30, 2014, down slightly from $69.5 million at June 30, 2014 and $69.4 million at December 31, 2013.  The allowance for loan losses as a percentage of loans was 1.24% (1.38% excluding acquired loans) at September 30, 2014, compared to 1.25% (1.44% excluding acquired loans) at June 30, 2014 and 1.28% (1.55% excluding acquired loans) at December 31, 2013.

Balance Sheet

Total assets were $7.9 billion at September 30, 2014, up $214.9 million or 2.8% from December 31, 2013.  Loans were $5.6 billion at September 30, 2014, up $180.3 million (4.5% annualized growth) from December 31, 2013 primarily due to increases in our indirect, residential and commercial real estate portfolios.  During the third quarter of 2014, the Company transferred approximately $340 million in securities from the available for sale portfolio to the held to maturity portfolio.  Total deposits were $6.3 billion at September 30, 2014, up $427.7 million from December 31, 2013.  Stockholders’ equity was $857.4 million, representing a total equity-to-total assets ratio of 10.90% at September 30, 2014, compared with $816.6 million or a total equity-to-total assets ratio of 10.67% at December 31, 2013.

Stock Repurchase Program

The Company purchased 3,288 shares of its common stock during the nine months ended September 30, 2014 at an average price of $22.02 per share under a previously announced plan.  As of September 30, 2014, there were 996,712 shares available for repurchase under this plan, which expires on December 31, 2014.  On October 27, 2014, the NBT Board of Directors authorized a new repurchase program for NBT to repurchase up to an additional 1,000,000 shares of its outstanding common stock.  This plan expires on December 31, 2016.

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Dividend

The NBT Board of Directors declared a 2014 fourth-quarter cash dividend of $0.21 per share at a meeting held today. The dividend will be paid on December 15, 2014 to shareholders of record as of December 1, 2014.

Corporate Overview

Forward-Looking Statements

This news release contains forward-looking statements. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of the management of NBT Bancorp and its subsidiaries and on the information available to management at the time that these statements were made. There are a number of factors, many of which are beyond NBT’s control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressures among depository and other financial institutions may increase significantly; (2) revenues may be lower than expected; (3) changes in the interest rate environment may reduce interest margins; (4) general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit; (5) legislative or regulatory changes, including changes in accounting standards and tax laws, may adversely affect the businesses in which NBT is engaged; (6) competitors may have greater financial resources and develop products that enable such competitors to compete more successfully than NBT; and (7) adverse changes may occur in the securities markets or with respect to inflation.  Forward-looking statements speak only as of the date they are made. Except as required by law, NBT does not update forward-looking statements to reflect subsequent circumstances or events.

Non-GAAP Measures

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP).  These measures adjust GAAP measures to exclude the effects of sales of securities and certain non-recurring and merger-related expenses.  Where non-GAAP disclosures are used in this press release, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables.  Management believes that these non-GAAP measures provided useful information that is important to an understanding of the operating results of NBT’s core business (due to the non-recurring nature of the excluded items).  Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider NBT’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of NBT.

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NBT Bancorp Inc. and Subsidiaries

SELECTED FINANCIAL DATA

(unaudited, dollars in thousands except per share data)

 

		2014												2013
		3rd Q				2nd Q				1st Q				4th Q				3rd Q
Reconciliation of Non-GAAP Financial Measures:
Reported net income (GAAP)		$	10,912			$	27,640			$	18,009			$	17,925			$	19,257
Adj: (Gain) / Loss on sale of securities, net (net of tax)			(25	)			(9	)			(5	)			(9	)			(228	)
Adj: Other adjustments (net of tax) (1)			83				(315	)			430				402				110
Adj: Gain on sale of Springstone (net of tax and related incentive compensation)			-				(11,168	)			-				-				-
Adj: Prepayment penalties related to debt restructuring (net of tax)			8,833				2,925				-				-				-
Plus: Merger related expenses (net of tax)			-				-				-				59				224
Total Adjustments			8,891				(8,567	)			425				452				106
Core net income		$	19,803			$	19,073			$	18,434			$	18,377			$	19,363
Profitability:
Core Diluted Earnings Per Share		$	0.45			$	0.43			$	0.42			$	0.42			$	0.44
Diluted Earnings Per Share		$	0.25			$	0.62			$	0.41			$	0.41			$	0.44
Weighted Average Diluted Common Shares Outstanding			44,405,357				44,363,787				44,296,445				44,121,102				44,135,114
Core Return on Average Assets (2)			1.01	%			0.99	%			0.98	%			0.96	%			1.02	%
Return on Average Assets (2)			0.55	%			1.43	%			0.95	%			0.94	%			1.01	%
Core Return on Average Equity (2)			9.19	%			9.06	%			9.02	%			9.04	%			9.67	%
Return on Average Equity (2)			5.06	%			13.12	%			8.81	%			8.81	%			9.62	%
Core Return on Average Tangible Common Equity (2)(4)			14.35	%			14.27	%			14.48	%			14.77	%			15.95	%
Return on Average Tangible Common Equity (2)(4)			8.15	%			20.43	%			14.16	%			14.42	%			15.86	%
Net Interest Margin (2)(3)			3.61	%			3.60	%			3.63	%			3.61	%			3.65	%

Nine Months Ended September 30,

(1)	Primarily net gain on settlement of litigation and reorganization expenses for 2014 and reorganization expenses for 2013

(2)	Annualized

(3)	Calculated on a Fully Tax Equivalent (“FTE”) basis

(4)	Excludes amortization of intangible assets (net of tax) from net income and average tangible common equity is calculated as follows:

 

 

		2014												2013
		3rd Q				2nd Q				1st Q				4th Q				3rd Q
Average stockholders' equity		$	855,164			$	844,707			$	828,588			$	806,791			$	794,273
Less: average goodwill and other intangibles			285,993				287,366				290,019				291,659				292,271
Average tangible common equity		$	569,171			$	557,341			$	538,569			$	515,132			$	502,002

 

(5)	Excludes amortization of intangible assets (net of tax) from net income and average tangible common equity is calculated as follows:

(6)	Primarily net gain on settlement of litigation and reorganization expenses for 2014 and reorganization expenses for 2013.

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(1)	Excludes acquired loans

(2)	Stockholders' equity less goodwill and intangible assets divided by common shares outstanding

(3)	Annualized

Note:  Year-to-date (YTD) EPS may not equal sum of quarters due to share count differences.

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(1)	Securities are shown at average amortized cost

(2)	Excluding unrealized gains or losses

(3)	For purposes of these computations, nonaccrual loans are included in the average loan balances outstanding

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AVERAGE YEAR-TO-DATE BALANCE SHEETS
(unaudited, dollars in thousands)

		Average								Yield/				Average								Yield/
		Balance				Interest				Rates				Balance				Interest				Rates
Nine Months ended September 30,		2014												2013
ASSETS:
Short-term interest bearing accounts		$	3,821			$	21				0.73	%		$	39,191			$	107				0.36	%
Securities available for sale (1)(2)			1,340,044				20,614				2.06	%			1,338,637				20,207				2.02	%
Securities held to maturity (1)			157,784				3,727				3.16	%			78,291				2,665				4.55	%
Investment in FRB and FHLB Banks			41,992				1,531				4.88	%			36,947				1,261				4.56	%
Loans and leases (3)			5,502,656				182,383				4.43	%			5,018,022				178,177				4.75	%
Total interest earning assets		$	7,046,297			$	208,276				3.95	%		$	6,511,088			$	202,417				4.16	%
Other assets			685,861												644,332
Total assets		$	7,732,158											$	7,155,420
LIABILITIES AND STOCKHOLDERS' EQUITY:
Money market deposit accounts		$	1,435,155				1,748				0.16	%		$	1,318,304			$	1,462				0.15	%
NOW deposit accounts			940,064				384				0.05	%			868,167				1,174				0.18	%
Savings deposits			1,022,212				551				0.07	%			914,255				581				0.08	%
Time deposits			1,001,301				7,099				0.95	%			1,078,165				9,228				1.14	%
Total interest bearing deposits		$	4,398,732			$	9,782				0.30	%		$	4,178,891			$	12,445				0.40	%
Short-term borrowings			410,242				702				0.23	%			261,428				341				0.17	%
Trust preferred debentures			101,196				1,620				2.14	%			94,965				1,539				2.17	%
Long-term debt			256,084				5,709				2.98	%			348,715				9,196				3.53	%
Total interest bearing liabilities		$	5,166,254			$	17,813				0.46	%		$	4,883,999			$	23,521				0.64	%
Demand deposits			1,640,097												1,446,802
Other liabilities			82,802												76,342
Stockholders' equity			843,005												748,277
Total liabilities and stockholders' equity		$	7,732,158											$	7,155,420
Net interest income (FTE)							190,463												178,896
Interest rate spread											3.49	%											3.52	%
Net interest margin											3.61	%											3.67	%
Taxable equivalent adjustment							2,609												2,875
Net interest income						$	187,854											$	176,021