form11k.htm
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM
11-K
ANNUAL
REPORT
PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One):
ANNUAL
REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934. x
For the
fiscal year ended December 31, 2007
OR
TRANSITION
REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934. o
For the
transition period from ______________________ to
_____________________.
Commission
File No. 0-14703
A.
|
Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
|
NBT
Bancorp Inc. 401(k) and Employee Stock Ownership Plan.
B.
|
Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
|
NBT
Bancorp Inc., 52 South Broad Street, Norwich, New York 13815.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Financial
Statements and Supplemental Schedule
December
31, 2007 and 2006
(With
Report of Independent Registered Public Accounting Firm)
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Index
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Page
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1
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2
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3
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|
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4
|
|
|
Supplemental
Schedule
|
|
|
|
|
10
|
Report of Independent Registered Public Accounting Firm
Plan
Administrator
NBT
Bancorp Inc. 401(k) and Employee
Stock
Ownership Plan:
We have
audited the accompanying statements of net assets available for plan benefits of
the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan (the Plan) as of
December 31, 2007 and 2006 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the statements referred to above present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 2007 and 2006, and the changes in net assets available for plan benefits for
the years then ended in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan’s management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated, in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Albany,
New York
June 26,
2008
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Statements
of Net Assets Available for Plan Benefits
December
31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
Assets:
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Cash
and money market funds
|
|
$ |
550,713 |
|
|
|
200,484 |
|
Collective
investment fund
|
|
|
4,352,855 |
|
|
|
3,744,790 |
|
Bond
mutual funds
|
|
|
2,803,156 |
|
|
|
2,038,871 |
|
Common
stock of NBT Bancorp Inc.
|
|
|
27,363,051 |
|
|
|
34,400,235 |
|
Domestic
equity mutual funds
|
|
|
22,293,830 |
|
|
|
18,125,758 |
|
Foreign
equity mutual funds
|
|
|
3,128,804 |
|
|
|
2,221,874 |
|
Participant
loans receivable
|
|
|
738,422 |
|
|
|
665,745 |
|
Total
investments
|
|
|
61,230,831 |
|
|
|
61,397,757 |
|
Employer
contribution receivable
|
|
|
360,723 |
|
|
|
346,984 |
|
Total
plan assets
|
|
|
61,591,554 |
|
|
|
61,744,741 |
|
Liabilities:
|
|
|
|
|
|
|
|
|
Excess
contributions due to plan sponsor
|
|
|
42,296 |
|
|
|
65,261 |
|
Net
assets available for plan benefits at fair value
|
|
|
61,549,258 |
|
|
|
61,679,480 |
|
Adjustments
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
(21,567 |
)
|
|
|
35,998 |
|
Net
assets available for plan benefits
|
|
$ |
61,527,691 |
|
|
|
61,715,478 |
|
See
accompanying notes to financial statements.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Statements
of Changes in Net Assets Available for Plan Benefits
Years
ended December 31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
Additions
to net assets attributed to:
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
Participants
|
|
$ |
2,788,969 |
|
|
|
2,525,031 |
|
Employer
|
|
|
1,286,404 |
|
|
|
1,345,197 |
|
Rollovers
|
|
|
133,680 |
|
|
|
107,081 |
|
Total
contributions
|
|
|
4,209,053 |
|
|
|
3,977,309 |
|
Investment
income:
|
|
|
|
|
|
|
|
|
Net
realized and unrealized (loss) gain on investments
|
|
|
(1,831,969 |
)
|
|
|
7,226,855 |
|
Interest
|
|
|
56,020 |
|
|
|
46,753 |
|
Dividends
|
|
|
1,580,297 |
|
|
|
1,374,146 |
|
Net
investment (loss) income
|
|
|
(195,652 |
)
|
|
|
8,647,754 |
|
Total
increase
|
|
|
4,013,401 |
|
|
|
12,625,063 |
|
Deductions
from net assets attributed to:
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
(4,201,188 |
)
|
|
|
(4,823,734 |
)
|
Net
(decrease) increase in net assets before transfer from another
plan
|
|
|
(187,787 |
)
|
|
|
7,801,329 |
|
Transfer
from another plan
|
|
|
— |
|
|
|
1,867,176 |
|
Net
(decrease) increase in net assets
|
|
|
(187,787 |
)
|
|
|
9,668,505 |
|
Net
assets available for plan benefits:
|
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
61,715,478 |
|
|
|
52,046,973 |
|
End
of year
|
|
$ |
61,527,691 |
|
|
|
61,715,478 |
|
See
accompanying notes to financial statements.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
The
following description of the NBT Bancorp Inc. 401(k) and Employee Stock
Ownership Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement or summary plan document for a more complete
description of the Plan’s provisions.
The Plan
is a defined contribution plan as defined under Section 401(a) of the Internal
Revenue Code (IRC), sponsored by NBT Bancorp Inc. (the Sponsor). The Sponsor is
responsible for administration of the Plan. NBT Bank, N.A. (the Trustee), a
wholly owned subsidiary of NBT Bancorp Inc., is the trustee of the Plan. The
assets of the Plan are held, administered, and managed in accordance with the
terms and conditions of the Trust Agreement, which is considered to be an
integral part of the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
All
employees over age 21 who are scheduled to complete 1,000 hours of service or
have completed 1,000 hours of service are eligible to participate in the
Plan.
Participants
make pre-tax contributions in whole percentages up to IRS limitations for any
Plan year.
The
Sponsor provides a matching contribution of 100% of each participant’s
contribution up to 3% of their compensation. In addition, a discretionary
amount, determined by the Sponsor’s board of directors, may be contributed to
the Plan each year. All Sponsor contributions to the Plan are invested in the
NBT Bancorp Inc. common stock. Participants must be actively employed on the
last day of the year to share in this discretionary contribution, which is
allocated to participants based on compensation. During 2007 and 2006,
discretionary contributions of $360,723 and $346,984, respectively, were
approved by the Sponsor’s board of directors. These amounts were paid during
2008 and 2007, respectively.
|
(d)
|
Participants’
Accounts
|
Participants
may elect to have their contributions invested among the various funds available
to the Plan, including the NBT Bancorp Inc. common stock fund. Each
participant’s account is credited with the Sponsor’s and participant’s
contributions, plan earnings, and income, expenses, gains, and losses
attributable thereto.
Participants’
contributions and any investment income thereon are 100% vested. Participants
vest in the employer contributions on a graded basis of 20% for each full year
of service (minimum 1,000 hours) until 100% vested. Participants are considered
100% vested upon termination due to death, retirement, or permanent
disability.
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
(f)
|
Participant’s
Claims Upon Plan Termination
|
Although
it has not expressed any intention to do so, the Sponsor has the right to
discontinue contributions or terminate the Plan at any time subject to Plan
provisions. In the event of termination of the Plan, each participant’s account
would become fully vested.
Forfeitures
are applied to reduce the amount of future employer contributions otherwise
required to be paid. In 2007 and 2006, forfeitures from nonvested accounts
totaled $80,948 and $33,020, respectively. Forfeiture account balances totaled
$16,061 and $4,970 at December 31, 2007 and 2006, respectively.
Upon
normal or early retirement, disability, death, or termination of employment, the
value of a participant’s account is paid in a single lump sum, as specified by
the Plan. Early retirement is allowed upon reaching age 55 and completing 5
years of service.
Participants
may borrow from their account in amounts ranging from $1,000 to the lesser of
$50,000 or 50% of the vested 401(k) account balance (excludes Company
contributions invested in NBT Bancorp Inc. common stock). Participants are not
allowed to borrow from employer contributions made subsequent to January 1,
1997. Loans, other than loans for the purchase of a primary residence, must be
repaid over a period no longer than five years. Loans for the purchase of a
primary residence must be repaid over a period no longer than 15 years. Interest
is charged at the prime rate plus 1% as of the loan origination date.
Participant loans are treated as a transfer from the participant directed
accounts into the loan fund. Principal and interest payments on the loans are
allocated to the loan fund and transferred into the participant directed
accounts based on the participants’ current investment allocation
elections.
|
(j)
|
Administrative
Expenses
|
Expenses
of operating and administering the Plan are generally borne by the Sponsor. The
payment of these expenses is not mandated by the Plan and is done so at the
discretion of the Sponsor. Loan fees are paid by the borrower.
With
respect to participant account balances that are invested in shares of the
Sponsor’s stock, each participant is entitled to exercise voting rights
attributable to the shares allocated to his or her account and is notified by
the Trustee prior to the time that such rights are to be
exercised.
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
(2)
|
Summary
of Significant Accounting Policies
|
|
(a)
|
Basis
of Presentation
|
The
accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with U.S. generally accepted accounting principles.
Amounts in the prior year’s financial statements are reclassified when necessary
to conform with the current year’s presentation.
|
(b)
|
Transfer
of Plan Assets
|
On
February 10, 2006, the Sponsor acquired CNB Bancorp, Inc. and its wholly owned
subsidiary, City National Bank & Trust Company (CNB Bank). On March 1, 2006,
the City National Bank & Trust Company Profit Sharing Plan sponsored by CNB
Bank was merged with and into the Plan. From the date of the merger of the
holding companies, until the date of the merger of the plans, participant
contributions were made to the City National Bank & Trust Company Profit
Sharing Plan.
Management
of the Company believes that this transfer was a tax-exempt transaction under
the applicable provisions of the Internal Revenue Code, and therefore, was not
subject to federal income taxes.
|
(c)
|
Investments
Held in Trust
|
The
Plan’s investments are stated at fair value on the Statement of Net Assets
Available for Plan Benefits with an adjustment from fair value to contract value
for fully benefit-responsive investment contracts. Changes in the carrying value
for fully benefit-responsive investment contracts and changes in fair value for
all other investments are included in net appreciation of fair value of
investments on the Statement of Changes in Net Assets Available for Plan
Benefits.
Fair
values of mutual funds and the common stock of the Sponsor are stated at fair
value, based on published market quotations. Loans to participants are carried
at the unpaid principal balance, which approximates fair value.
The
collective investment fund consists of the Federated Capital Preservation Fund
(the Fund), which primarily holds guaranteed investment contracts (GICs) and
synthetic guaranteed investment contracts (synthetic GICs). GICs represent
deposits which guarantee a stated interest rate for the term of the contracts.
The fair value of GICs is determined based on the present value of the
contract’s expected cash flows, discounted by current market interest rates for
like-duration and like-quality investments. Synthetic GICs are portfolios of
securities (debt securities or open-end registered investment companies) owned
by the Fund with wrap contracts that guarantee a fixed or variable rate for the
term of the contracts.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date.
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets available for plan benefits, disclosure of
contingent assets and liabilities, the reported amount of increases and
decreases in net assets available for plan benefits, and the fair value of
investments. Actual results could differ from those estimates.
|
(e)
|
Risks
and Uncertainties
|
The Plan
invests in various types of investment securities. Investment securities are
exposed to various risks, such as interest rate, market, and credit risks. Due
to the level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
participant’s account balances and the amounts reported in the statement of net
assets available for benefits.
Fair
value of investments that represent 5% or more of the net assets available for
plan benefits at December 31, 2007 or 2006 are as follows:
|
|
2007
|
|
|
2006
|
|
Collective
Investment fund:
|
|
|
|
|
|
|
Federated
Capital Preservation Fund
|
|
$ |
4,352,855 |
|
|
|
3,744,790 |
|
Domestic
equity mutual funds:
|
|
|
|
|
|
|
|
|
American
Funds Growth Fund of America
|
|
|
5,254,839 |
|
|
|
4,502,170 |
|
Dodge
& Cox Balance Fund
|
|
|
3,760,981 |
|
|
|
2,780,649 |
|
Foreign
equity mutual fund:
|
|
|
|
|
|
|
|
|
American
Funds New Perspective Fund
|
|
|
3,128,804 |
|
|
|
2,221,874 |
|
Common
stock:
|
|
|
|
|
|
|
|
|
NBT
Bancorp Inc.
|
|
|
27,363,051 |
|
|
|
34,400,235 |
|
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
During
2007 and 2006, the Plan’s investments (depreciated) appreciated in value
(including realized gains and losses on investments bought, sold, and held
during the year) as follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Bond
mutual funds
|
|
$ |
63,874 |
|
|
|
(5,771 |
)
|
Common
stock of NBT Bancorp Inc.
|
|
|
(3,417,227 |
)
|
|
|
5,280,250 |
|
Domestic
equity mutual funds
|
|
|
1,189,023 |
|
|
|
1,617,684 |
|
Foreign
equity mutual funds
|
|
|
332,361 |
|
|
|
334,692 |
|
|
|
$ |
(1,831,969 |
)
|
|
|
7,226,855 |
|
(4)
|
Nonparticipant
Directed Investments
|
Information
about the investments relating to accumulated nonparticipant directed
contributions for the years ended December 31, 2007 and 2006, respectively,
including the significant components of changes in investments related to
nonparticipant directed contributions, is as follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Fair
value of NBT Bancorp Inc. common stock at December
31, 2006
|
|
$ |
31,684,550 |
|
|
|
27,363,793 |
|
Contributions
|
|
|
1,286,404 |
|
|
|
1,345,197 |
|
Dividends
|
|
|
1,014,361 |
|
|
|
1,050,196 |
|
Net
realized and unrealized (depreciation) appreciation
|
|
|
(3,276,317 |
)
|
|
|
4,867,743 |
|
Transfers
to participant-directed investments
|
|
|
(3,799,687 |
)
|
|
|
(483,638 |
)
|
Distributions
|
|
|
(1,738,436 |
)
|
|
|
(2,458,741 |
)
|
Fair
value of NBT Bancorp Inc. common stock at December
31, 2007
|
|
$ |
25,170,875 |
|
|
|
31,684,550 |
|
The
Internal Revenue Service has determined and informed the sponsor by a letter
dated October 30, 2001, that the Plan and underlying trust, as then designed,
were in compliance with the applicable requirements of the Internal Revenue Code
and therefore the Plan is exempt from income taxes. Although the Plan has been
amended since receiving the determination letter, management believes that the
Plan is currently being operated in compliance with the applicable requirements
of the Internal Revenue Code.
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
(6)
|
Party-in-Interest
Transactions
|
Certain
Plan investments are shares of NBT Bancorp Inc., the Plan’s sponsor. Therefore,
transactions involving those shares are party-in-interest transactions.
Additionally, the trustee of the Plan is NBT Bank, N.A. which is a subsidiary of
the Sponsor.
EPIC
Advisors, Inc., the Plan’s recordkeeper, is a wholly-owned subsidiary of NBT
Financial Services, Inc., which is a wholly-owned subsidiary of the
Sponsor.
NBT
BANCORP INC.
401(k)
AND EMPLOYEE STOCK
OWNERSHIP
PLAN
Schedule
H, Line 4i – Schedule of Assets Held at End of Year
December
31, 2007
(a)
|
|
(b)
Identity
of issuer borrower, lessor, or similar party
|
|
(c)
Description
of investment including maturity date, rate of interest, collateral,
par, or maturity value
|
|
(d)
Cost
|
|
|
(e)
Current
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
Cash
|
|
|
**
|
|
|
$ |
550,669 |
|
|
|
Federated
Prime Obligation Fund
|
|
Money
market fund
|
|
|
**
|
|
|
|
44 |
|
|
|
Federated
Capital Preservation Fund
|
|
Collective
investment fund
|
|
|
**
|
|
|
|
4,331,288 |
|
|
|
Dodge
& Cox Income
|
|
Bond
mutual fund, 107,153 shares
|
|
|
**
|
|
|
|
1,340,487 |
|
|
|
Vanguard
Intermediate US Treasury
|
|
Bond
mutual fund, 129,325 shares
|
|
|
**
|
|
|
|
1,462,669 |
|
|
|
American
Funds Growth Fund of America
|
|
Equity
mutual fund, 156,767 shares
|
|
|
**
|
|
|
|
5,254,839 |
|
|
|
Vanguard
Capital Opportunity
|
|
Equity
mutual fund, 12,161 shares
|
|
|
**
|
|
|
|
1,034,440 |
|
|
|
Columbia
Acorn
|
|
Equity
mutual fund, 42,622 shares
|
|
|
**
|
|
|
|
1,262,048 |
|
|
|
Federated
Capital Appreciation Fund
|
|
Equity
mutual fund, 134,892 shares
|
|
|
**
|
|
|
|
2,878,593 |
|
|
|
FPA
Capital
|
|
Equity
mutual fund, 16,762 shares
|
|
|
**
|
|
|
|
615,334 |
|
|
|
T-Rowe
Price Mid Cap Growth
|
|
Equity
mutual fund, 20,022 shares
|
|
|
**
|
|
|
|
1,154,663 |
|
|
|
Royce Low
Price Stock
|
|
Equity
mutual fund, 42,731 shares
|
|
|
**
|
|
|
|
631,570 |
|
|
|
Dodge
& Cox Stock Fund
|
|
Equity
mutual fund, 17,662 shares
|
|
|
**
|
|
|
|
2,441,976 |
|
|
|
Dodge
& Cox Balance Fund
|
|
Equity
mutual fund, 46,432 shares
|
|
|
**
|
|
|
|
3,760,981 |
|
|
|
Janus
Mid Cap Value Investment
|
|
Equity
mutual fund, 41,294 shares
|
|
|
**
|
|
|
|
926,223 |
|
|
|
Vanguard
500 Index Fund
|
|
Equity
mutual fund, 20,222 shares
|
|
|
**
|
|
|
|
2,257,540 |
|
|
|
Fidelity
Low Price Stock
|
|
Equity
mutual fund, 1,839 shares
|
|
|
**
|
|
|
|
75,623 |
|
|
|
American
Funds New Perspective Fund
|
|
Foreign
equity mutual fund, 93,425 shares
|
|
|
**
|
|
|
|
3,128,804 |
|
*
|
|
NBT
Bancorp Inc.
|
|
Common
stock, 1,199,082 shares
|
|
|
21,300,297***
|
|
|
|
27,363,051 |
|
*
|
|
Participant
loans receivable
|
|
Interest
rates – 5.00% – 10.00%
|
|
|
**
|
|
|
|
738,422 |
|
|
|
|
|
|
|
|
|
|
|
$ |
61,209,264 |
|
**
|
Cost
omitted for these participant directed
investments.
|
***
|
Represents
cost of NBT Bancorp Inc. common stock for which there is no participant
direction as well as NBT Bancorp Inc. common stock for which
participants have direction.
|
See
accompanying report of independent registered public accounting
firm.
SIGNATURES
The Plan: Pursuant to the
requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
June 30, 2008
|
NBT
BANCORP INC. 401(k) AND
|
|
EMPLOYEE
OWNERSHIP PLAN
|
|
|
|
|
By:
|
/s/
Catherine Scarlett
|
|
|
|
|
|
Catherine Scarlett
|
|
|
Executive
Vice President and Director of
|
|
|
Human
Resources and Member of the
|
|
|
401(k)
Plan Administrative Committee of
|
|
|
The
NBT Bancorp Inc. 401(k) and
|
|
|
Employee
Stock Ownership Plan
|
11