S&t Bancorp, Inc. · NASDAQ:STBA
S&t Bancorp — Merger or Acquisition (October 2014)
22 slides from S&t Bancorp's merger presentation, Oct 30, 2014
Slide 1: Acquisition of Integrity Bancshares, Inc.
Exhibit 99.1 Acquisition of Integrity Bancshares, Inc. October 30, 2014
Slide 2: Caution About Forward-Looking Statements
Caution About Forward-Looking Statements This presentationcontains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-lookingstatements usually use words such as “may,” “believe,”“expect,” “anticipate,” “intend,” “will,” “should,” “pl
Slide 3: Caution About Forward-Looking Statements
Caution About Forward-Looking Statements This presentation is being made in respect of the proposed merger transaction involving S&T Bancorp and Integrity Bancshares, Inc. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
Slide 4: A Strategically Compelling Transaction
A Strategically Compelling Transaction • High performing bank – 45 consecutive quarters of loan growth – MRQ ROACE of 21.4%; PA’s top performing community bank(1) An • Expansion into markets with favorable demographics Opportunistic • Strong commercial lending platform which aligns with S&T’s Partne
Slide 5: Overview of Integrity Bancshares, Inc.
Overview of Integrity Bancshares, Inc. • 11 year old institution headquartered in Net Income to Common ($M) Camp Hill, PA $12 $10.0 • 8 branch locations in south-central PA $9 (Cumberland, Dauphin, Lancaster and $7.3 York Counties); #10 deposit market $6 $4.6 share(1) $3 • Strong track record of gro
Slide 6: Excellent Historical Performance
Excellent Historical Performance Return on Average Assets Return on Average Common Equity 1.60% 1.50% 25.0% 1.34% 21.4% 1.15% 1.15% 20.0% 19.2% 1.20% 17.0% 16.5% 0.81% 15.0% 12.6% 0.80% 10.0% 0.40% 5.0% 0.00% 0.0% 2012Y 2013Y 3/31/14 6/30/14 9/30/14 2012Y 2013Y 3/31/14 6/30/14 9/30/14 NPAs / Loans +
Slide 7: Excellent Historical Performance
Excellent Historical Performance (Dollars in Thousands) At or for the year ended, At or for the quarter ended, 12/31/12 12/31/13 3/31/14 6/30/14 9/30/14 Consolidated Balance Sheet Total Assets $ 674,133 $ 761,905 $ 782,111 $ 811,676 $ 860,434 Total Gross Loans 543,180 676,129 691,822 738,458 765,918
Slide 8: Strong Pro Forma Financial Metrics and Attractive Valuation
Strong Pro Forma Financial Metrics and Attractive Valuation (1) Represents estimated data at close of transaction. Pro Forma income statement data is estimated for 2015 and assumes cost savings of 22% of Integrity’s noninterest expense, 75% phased-in, including estimated fair value adjustments and e
Slide 9: Expansion Into South-central PA
Expansion Into South-central PA • Provides branch presence in Lancaster, York, Dauphin, and Cumberland counties • Land for two future branch sites in York County already owned • Total population of markets served of approximately 1.5 million Source: SNL Financial 9
Slide 10: South-central PA Deposit Market Share
South-central PA Deposit Market Share • #10 deposit market share in operating Total Market Deposits $28.3 billion area; #3 for community banks Number Market • < 3% market share provides substantial of Share Rank Institution Branches (%) room for continued growth 1 Susquehanna Bancshares Inc. 70 14.7
Slide 11: Demographically Attractive Markets
Demographically Attractive Markets Median Household Income August 2014 Unemployment Rate % of Households With Income > $100K Median Home Price Source: SNL Financial. Note: Data is deposit weighted by county deposits. Deposit data as of 6/30/14. 11
Slide 12: Management Team Retention
Management Team Retention • Integrity has built the top team of community bankers in south-central PA • To maintain existing momentum, Integrity’s customer facing team will be retained and several key executives have executed employment agreements: Integrity Current Position Career Experience Manage
Slide 13: Continuation of Effective Expansion Strategy
Continuation of Effective Expansion Strategy Assets Acquired ($ in Millions) • 2008 - IBT Bancorp $ 827 • 2012 - Mainline Bancorp 242 • 2012 - Gateway Bank of Pennsylvania 126 • 2014 - Integrity Bancshares, Inc. 860 $2,055 • 2012 - Loan production office opened in northeast Ohio in August 2012 • 201
Slide 14: Transaction Overview
Transaction Overview Aggregate Consideration (1)(2) Approximately $155 million Consideration Mix 80% common stock / 20% cash $52.50 per share in cash or 2.0627 (2) shares of STBA Per Share Consideration common stock subject to the 80% stock / 20% cash Structure consideration mix Two board seats for
Slide 15: Transaction Multiple Comparison
Transaction Multiple Comparison S&T and Integrity Comparable Deal Value Per Share = $52.50 Transactions (1) Basis Multiple Median Value Price / LTM Earnings $3.29 16.0x 17.4x Price / Tangible Book $20.50 2.6x 2.2x Premium / Core TCE (2) $68.8M 2.4x 2.3x Target Comparison Integrity Target Median MRQ
Slide 16: Key Transaction Assumptions
Key Transaction Assumptions Identified 22% of Integrity’s operating expense Approximately $3.2 million pre-tax based on 2014 YTD Cost Savings annualized expenses 75% realized in 2015; 100% thereafter $9.5 million or 1.2% of 9/30 gross loans Credit Mark 2.3x nonperforming loans (1); 1.0x ALLL Additio
Slide 17: Pro Forma Impact
Pro Forma Impact 6.1% in 2015 excluding one-time charges and EPS Accretion (1) 2.0% in 2015 including one-time charges. 8.8% in 2016 Tangible Book Value Dilution 8.7% Earnback Period (2) 4.8 years Internal Rate of Return 20% Pro Forma Capital (9/30/14) (3) Tangible Common Equity / Assets 8.1% (-95 b
Slide 18: Summary
Summary • Expansion into attractive south-central PA market through region’s best performing community bank • Proven track record of growth & strong profitability Strategically • Allows for expansion through increased lending capacity Compelling and ability to offer additional product lines to Integ
Slide 19: Appendix
ICSHARES, INC CPieccity SNe ies Sel Bancorp Inc APPENDIX 19
Slide 20: Pro Forma Loan Composition
Pro Forma Loan Composition S&T Integrity Pro Forma Consumer & Consumer & Construction Other Other 6.3% Residential Residential 1.8% 4.7% 23.5% 21.4% Residential Commercial 23.9% Commercial & Industrial Real Estate 24.4% 44.5% Construction Consumer & 13.2% Other 2.3% Construction 4.9% Commercial Real
Slide 21: Pro Forma Deposit Composition
Pro Forma Deposit Composition S&T Integrity Pro Forma Time Time Deposits Time Deposits Deposits <$100,000 <$100,000 <$100,000 Time 15.3% 19.4% 20.1% Deposits Time >$100,000 Time Deposits Deposits >$100,000 15.1% >$100,000 10.1% MMDA and 9.2% MMDA and Savings Savings 34.4% NIB Demand 12.9% 5.9% NIB D
Slide 22: SzRaseess
SzRaseess As fa Sel Bancorp, Inc ff xegrity