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8-K - FORM 8-K - STERLING FINANCIAL CORP /WA/ | sfc8-kq42013eranddividend.htm |
Exhibit 99.1
Sterling Financial Corporation of Spokane, Wash., Reports 2013 Earnings and Declares Quarterly Cash Dividend
SPOKANE, Wash. — (BUSINESS WIRE) — January 30, 2014 — Sterling Financial Corporation (NASDAQ:STSA) ("Sterling") today announced its operating results for the quarter and year ended December 31, 2013. For the quarter, Sterling recorded net income of $22.2 million, or $0.35 per diluted common share, compared to $21.0 million, or $0.33 per diluted common share, for the quarter ended September 30, 2013, and $20.9 million, or $0.33 per diluted common share, for the quarter ended December 31, 2012. For the year ended December 31, 2013, Sterling recorded net income of $93.6 million, or $1.48 per diluted common share, compared to $385.7 million, or $6.14 per diluted common share, for the year ended December 31, 2012. The 2012 annual net income included an income tax benefit of $292.0 million associated with the release of a deferred tax asset valuation allowance.
Following are selected financial highlights for the year ended December 31, 2013:
• | Completed three acquisitions: Borrego Springs Bank, N.A., the Puget Sound operations of Boston Private Bank & Trust Co., and Commerce National Bank. |
• | Gross loans expanded by 19 percent; organic loan growth of 12 percent. |
• | Portfolio loan originations were $2.39 billion, a 31 percent increase over 2012. |
• | Deposits expanded by 10 percent. |
• | Net interest margin (tax equivalent) was 3.64 percent, 18 basis points higher than 2012. |
• | Nonperforming assets to total assets was 1.21 percent, down from 2.28 percent at December 31, 2012. |
• | Sterling announced that it will merge with Umpqua Holdings Corporation, creating the largest community bank on the West Coast. |
"2013 marked another year of solid financial performance" said Greg Seibly, Sterling's president and chief executive officer. "Significant progress was made on each of our key operating objectives, as we expanded loans, reduced funding costs, improved asset quality metrics and controlled operating expenses. We also completed three acquisitions and increased our cash dividend by 19 percent."
Operating Results
Net Interest Income
Sterling reported net interest income of $84.4 million for the quarter ended December 31, 2013, compared to $82.5 million for the prior quarter and $76.1 million for the quarter ended December 31, 2012. The net interest margin (tax equivalent) for the fourth quarter of 2013 was 3.58 percent, a decrease of 1 basis point from the prior quarter, and up 9 basis points over the fourth quarter of 2012. The decrease in net interest margin from the prior quarter was a result of lower yields on loans.
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Three Months Ended | |||||||||||
December 31, 2013 | September 30, 2013 | December 31, 2012 | |||||||||
(in thousands) | |||||||||||
Net interest income | $ | 84,378 | $ | 82,548 | $ | 76,107 | |||||
Net interest margin (tax equivalent) | 3.58 | % | 3.59 | % | 3.49 | % | |||||
Loan yield | 4.55 | % | 4.63 | % | 4.96 | % | |||||
Funding costs: | |||||||||||
Cost of deposits | 0.31 | % | 0.35 | % | 0.46 | % | |||||
Total funding liabilities | 0.61 | % | 0.64 | % | 0.90 | % |
Total interest income was $97.8 million for the fourth quarter of 2013, compared to $96.4 million for the prior quarter, and $94.3 million for the fourth quarter of 2012. The $1.4 million increase in interest income over the prior quarter was primarily due to higher average loan balances resulting from the acquisition of Commerce National Bank and organic loan growth.
Total interest expense was $13.4 million for the fourth quarter of 2013, compared to $13.9 million for the prior quarter and $18.1 million for the fourth quarter of 2012. Deposit interest expense was $5.5 million for the fourth quarter of 2013, a reduction of $564,000, or 9 percent, from the prior quarter, and down $2.2 million, or 29 percent, from the same period in 2012, reflecting the improved deposit mix and lower overall deposit costs.
Borrowing costs were $7.9 million for the fourth quarter of 2013, unchanged from the prior quarter, and down $2.5 million, or 24 percent, from the fourth quarter of 2012. The decrease from the same period a year ago reflected balance sheet repositioning activity undertaken during the fourth quarter of 2012.
Noninterest Income
Noninterest income includes fees and service charges income, income from mortgage banking operations, and other items such as gains on other loan sales, BOLI income, a bargain purchase gain, net gains on branch divestitures, and gains on sales of securities. For the fourth quarter of 2013, noninterest income was $29.1 million, compared to $31.9 million for the prior quarter and $31.2 million for the fourth quarter of 2012.
Income from mortgage banking operations for the fourth quarter of 2013 was $9.5 million, compared to $13.5 million for the prior quarter and $28.2 million for the fourth quarter of 2012. The decreases are attributable to lower residential mortgage banking activity and reduced margins on residential loan sales, reflecting higher market interest rates. For the fourth quarter of 2013, Sterling closed $197.0 million of residential mortgage refinance loans, representing 36 percent of total residential mortgage originations, compared to $673.1 million, representing 68 percent of total residential mortgage originations, for the same period of 2012.
2
Three Months Ended | |||||||||||
December 31, 2013 | September 30, 2013 | December 31, 2012 | |||||||||
(in thousands) | |||||||||||
Residential loan sales | $ | 462,902 | $ | 672,604 | $ | 779,289 | |||||
Change in warehouse and interest rate locks | (122,814 | ) | (198,389 | ) | (44,931 | ) | |||||
Total mortgage banking activity | $ | 340,088 | $ | 474,215 | $ | 734,358 | |||||
Margin on mortgage banking activity | 2.03 | % | 2.31 | % | 3.60 | % |
Included in income from mortgage banking operations for the fourth quarter was an $842,000 reversal of the valuation allowance on mortgage servicing rights ("MSR"). MSR valuation allowance reversals of $491,000 and $754,000 were recognized in the prior quarter and the fourth quarter of 2012, respectively.
For the quarter ended December 31, 2013, fees and service charges income contributed $15.8 million to noninterest income, compared to $15.4 million for the prior quarter and $14.2 million for the fourth quarter of 2012. The increase in fees and service charges income compared to the year ago period was primarily attributable to increased activity related to the acquisitions completed during the year.
For the fourth quarter of 2013, gains on other loan sales were $1.6 million, compared to $1.1 million for the prior quarter, and $485,000 for the same period a year ago. The increase over the prior quarter was primarily due to multifamily loan sales that occurred during the fourth quarter.
For the fourth quarter of 2013 and the prior quarter, Sterling recognized no gains or losses on the sale of securities, compared to a gain of $11.2 million for the fourth quarter of 2012, that was related to balance sheet repositioning.
Noninterest Expense
Noninterest expenses were $84.4 million for the fourth quarter of 2013, compared to $85.3 million for the prior quarter and $89.6 million for the fourth quarter of 2012. During the fourth quarter of 2013, employee compensation and benefits decreased by $811,000 compared to the prior quarter, and were down $3.3 million from the fourth quarter of 2012.
Other noninterest expense included merger and acquisition expenses of $3.6 million for the fourth quarter of 2013, compared to $3.9 million for the prior quarter and $2.0 million for the fourth quarter of 2012. Other noninterest expense included a Washington State Business and Occupation tax refund of $1.8 million received during the fourth quarter of 2013, which was recorded as a reduction in other noninterest expense.
3
Income Taxes
During the quarter ended December 31, 2013, Sterling recognized an income tax expense of $7.0 million, representing an effective tax rate of 24 percent. The effective tax rate for the year ended December 31, 2013 was 29 percent. As of December 31, 2013, the net deferred tax asset was $284.1 million, including $242.2 million of net operating loss and tax credit carryforwards.
Balance Sheet
On October 1, 2013, Sterling completed the acquisition of Newport Beach, Calif.-based Commerce National Bank, which added $164.8 million of loans and $189.6 million of deposits.
Total portfolio loan balances (which exclude residential loans held for sale) were $7.46 billion at December 31, 2013, compared to $7.15 billion at the end of the prior quarter, and $6.25 billion at December 31, 2012. During the fourth quarter of 2013, Sterling originated $606.3 million of new portfolio loans, compared to $587.8 million for the prior quarter and $561.7 million for the fourth quarter of 2012. For 2013, portfolio loan originations were $2.39 billion, compared to $1.82 billion for 2012, representing an increase of 31 percent.
Multifamily loan originations were $219.6 million for the fourth quarter of 2013, accounting for 36 percent of total portfolio originations. This compares to $169.9 million for the prior quarter, and $261.3 million for the fourth quarter of 2012.
Commercial loan originations, which include C&I and owner occupied CRE loans, were $138.1 million for the fourth quarter of 2013, accounting for 23 percent of total portfolio originations. This compares to $144.9 million for the prior quarter, and $136.8 million for the fourth quarter of 2012.
Investments and mortgage-backed securities available for sale were $1.43 billion at December 31, 2013, compared to $1.50 billion at the end of the prior quarter, and $1.51 billion at December 31, 2012.
At December 31, 2013, total deposits were $7.07 billion, compared to $6.85 billion at the end of the prior quarter, and $6.44 billion at December 31, 2012. The deposit composition is set forth in the following table:
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Annual % Change | ||||||||||||||
December 31, 2013 | September 30, 2013 | December 31, 2012 | ||||||||||||
(in thousands) | ||||||||||||||
Deposits: | ||||||||||||||
Retail: | ||||||||||||||
Transaction | $ | 2,673,303 | $ | 2,568,893 | $ | 2,434,778 | 10 | % | ||||||
Savings and MMDA | 2,367,118 | 2,311,030 | 2,129,722 | 11 | % | |||||||||
Time deposits | 1,290,964 | 1,316,745 | 1,529,566 | (16 | )% | |||||||||
Total retail | 6,331,385 | 6,196,668 | 6,094,066 | 4 | % | |||||||||
Public | 382,043 | 260,480 | 174,161 | 119 | % | |||||||||
Brokered | 361,562 | 397,294 | 167,890 | 115 | % | |||||||||
Total deposits | $ | 7,074,990 | $ | 6,854,442 | $ | 6,436,117 | 10 | % | ||||||
Gross loans to deposits | 105 | % | 104 | % | 97 | % |
At December 31, 2013, advances from the Federal Home Loan Bank were $1.15 billion, compared to $1.03 billion at the end of the prior quarter, and $605.3 million at December 31, 2012. The increased advances over the year ago period were used to fund acquisitions and loan growth, and replace deposit outflow associated with branch divestitures and runoff of CDs.
Credit Quality
During the fourth quarter of 2013, Sterling recognized net charge-offs of $904,000, compared to net charge-offs of $1.2 million for the prior quarter and net recoveries of $566,000 for the fourth quarter of 2012. Sterling has not recorded a provision for credit losses since the third quarter of 2012. The allowance for loan losses at December 31, 2013 was $137.3 million, or 1.84 percent of total loans, compared to $138.7 million, or 1.94 percent of total loans, at September 30, 2013, and $154.3 million, or 2.47 percent of total loans, at December 31, 2012.
At December 31, 2013, nonperforming assets were $125.1 million, or 1.21 percent of total assets, compared to $135.4 million, or 1.36 percent of total assets, at September 30, 2013, and $210.4 million, or 2.28 percent of total assets, at December 31, 2012. At December 31, 2013, the 60-day loan delinquency ratio was 0.74 percent, compared to 0.73 percent at September 30, 2013, and 1.64 percent at December 31, 2012.
Merger Update
On September 11, 2013, Sterling entered into a definitive agreement to merge with Umpqua Holdings Corporation ("Umpqua"), with headquarters located in Portland, Oregon. Upon completion of the merger, the combined company will operate under the Umpqua Bank name and brand. Integration planning commenced shortly after the announcement, and completion of the merger is expected to occur during the second quarter of 2014, subject to approval by each company’s shareholders, regulatory approvals and other customary closing conditions.
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Cash Dividend Declaration
Sterling's board of directors has approved a quarterly cash dividend of $0.20 per common share, payable on February 27, 2014 to shareholders of record as of February 13, 2014.
Fourth Quarter 2013 Earnings Conference Call
Sterling plans to host a conference call on January 31, 2014 at 8:00 a.m. PST to discuss the company's financial results. An audio webcast of the conference call can also be accessed at Sterling's website. To access this audio presentation call, click on the audio webcast icon. Additionally, the conference call may be accessed by telephone. To participate in the conference call, domestic callers should dial 1-210-795-2680 approximately five minutes before the scheduled start time. You will be asked by the operator to identify yourself and provide the password “STERLING” to enter the call. A webcast replay of the conference call will be available on Sterling's website approximately one hour following the conclusion of the call. The webcast replay will be offered through February 28, 2014.
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Sterling Financial Corporation
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts, unaudited) | Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | ||||||||
ASSETS: | |||||||||||
Cash and due from banks | $ | 545,435 | $ | 349,679 | $ | 331,550 | |||||
Investments and mortgage-backed securities ("MBS") available for sale | 1,429,812 | 1,498,377 | 1,513,157 | ||||||||
Investments held to maturity | 165 | 175 | 206 | ||||||||
Loans held for sale | 138,952 | 245,783 | 465,983 | ||||||||
Loans receivable, net | 7,331,228 | 7,024,326 | 6,101,749 | ||||||||
Other real estate owned, net ("OREO") | 8,047 | 17,464 | 25,042 | ||||||||
Office properties and equipment, net | 101,610 | 100,370 | 93,850 | ||||||||
Bank owned life insurance ("BOLI") | 191,553 | 189,906 | 179,828 | ||||||||
Goodwill | 52,018 | 36,633 | 22,577 | ||||||||
Other intangible assets, net | 15,561 | 16,154 | 19,072 | ||||||||
Deferred tax asset, net | 284,059 | 282,561 | 292,082 | ||||||||
Other assets | 220,809 | 222,908 | 191,814 | ||||||||
Total assets | $ | 10,319,249 | $ | 9,984,336 | $ | 9,236,910 | |||||
LIABILITIES: | |||||||||||
Deposits | $ | 7,074,990 | $ | 6,854,442 | $ | 6,436,117 | |||||
Advances from Federal Home Loan Bank | 1,146,103 | 1,027,807 | 605,330 | ||||||||
Repurchase agreements and fed funds | 531,679 | 534,669 | 586,867 | ||||||||
Other borrowings | 245,299 | 245,298 | 245,294 | ||||||||
Accrued expenses and other liabilities | 105,231 | 106,239 | 145,379 | ||||||||
Total liabilities | 9,103,302 | 8,768,455 | 8,018,987 | ||||||||
SHAREHOLDERS' EQUITY: | |||||||||||
Preferred stock | 0 | 0 | 0 | ||||||||
Common stock | 1,972,457 | 1,972,021 | 1,968,025 | ||||||||
Accumulated other comprehensive income | 19,857 | 29,919 | 60,712 | ||||||||
Accumulated deficit | (776,367 | ) | (786,059 | ) | (810,814 | ) | |||||
Total shareholders' equity | 1,215,947 | 1,215,881 | 1,217,923 | ||||||||
Total liabilities and shareholders' equity | $ | 10,319,249 | $ | 9,984,336 | $ | 9,236,910 | |||||
Book value per common share | $ | 19.50 | $ | 19.51 | $ | 19.58 | |||||
Tangible book value per common share | $ | 18.41 | $ | 18.66 | $ | 18.91 | |||||
Shareholders' equity to total assets | 11.8 | % | 12.2 | % | 13.2 | % | |||||
Tangible common equity to tangible assets (1) | 11.2 | % | 11.7 | % | 12.8 | % | |||||
Common shares outstanding at end of period | 62,363,741 | 62,314,862 | 62,207,529 | ||||||||
Common stock warrants outstanding | 2,902,566 | 2,874,594 | 2,749,044 |
(1) Common shareholders' equity less goodwill and other intangible assets, divided by assets, less goodwill and other intangible assets.
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Sterling Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts, unaudited) | Three Months Ended | Twelve Months Ended | |||||||||||||||||
Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | Dec 31, 2013 | Dec 31, 2012 | |||||||||||||||
INTEREST INCOME: | |||||||||||||||||||
Loans | $ | 87,188 | $ | 86,099 | $ | 83,026 | $ | 338,910 | $ | 331,514 | |||||||||
Mortgage-backed securities | 8,306 | 8,079 | 8,810 | 31,015 | 47,442 | ||||||||||||||
Investments and cash | 2,309 | 2,266 | 2,418 | 9,096 | 10,244 | ||||||||||||||
Total interest income | 97,803 | 96,444 | 94,254 | 379,021 | 389,200 | ||||||||||||||
INTEREST EXPENSE: | |||||||||||||||||||
Deposits | 5,477 | 6,041 | 7,693 | 23,863 | 37,697 | ||||||||||||||
Borrowings | 7,948 | 7,855 | 10,454 | 30,924 | 46,825 | ||||||||||||||
Total interest expense | 13,425 | 13,896 | 18,147 | 54,787 | 84,522 | ||||||||||||||
Net interest income | 84,378 | 82,548 | 76,107 | 324,234 | 304,678 | ||||||||||||||
Provision for credit losses | 0 | 0 | 0 | 0 | 10,000 | ||||||||||||||
Net interest income after provision | 84,378 | 82,548 | 76,107 | 324,234 | 294,678 | ||||||||||||||
NONINTEREST INCOME: | |||||||||||||||||||
Fees and service charges | 15,789 | 15,380 | 14,227 | 60,917 | 55,773 | ||||||||||||||
Mortgage banking operations | 9,488 | 13,494 | 28,157 | 59,956 | 97,292 | ||||||||||||||
BOLI | 1,614 | 1,640 | 1,450 | 6,235 | 8,625 | ||||||||||||||
Gain on sales of securities | 0 | 0 | 11,243 | 0 | 23,835 | ||||||||||||||
Other-than-temporary impairment losses on securities | 0 | 0 | 0 | 0 | (6,819 | ) | |||||||||||||
Charge on prepayment of debt | 0 | 0 | (32,678 | ) | 0 | (35,342 | ) | ||||||||||||
Gains (losses) on other loan sales | 1,644 | 1,135 | 485 | 3,998 | 4,372 | ||||||||||||||
Other | 592 | 241 | 8,343 | 9,480 | 6,517 | ||||||||||||||
Total noninterest income | 29,127 | 31,890 | 31,227 | 140,586 | 154,253 | ||||||||||||||
NONINTEREST EXPENSE: | |||||||||||||||||||
Employee compensation and benefits | 46,247 | 47,058 | 49,523 | 181,544 | 189,025 | ||||||||||||||
OREO | 933 | 1,877 | 2,492 | 7,389 | 11,829 | ||||||||||||||
Occupancy and equipment | 10,550 | 9,959 | 10,677 | 39,935 | 42,930 | ||||||||||||||
Depreciation | 3,743 | 3,358 | 2,936 | 13,093 | 11,690 | ||||||||||||||
Amortization of other intangible assets | 1,753 | 1,676 | 1,792 | 6,799 | 6,780 | ||||||||||||||
Other | 21,145 | 21,406 | 22,169 | 84,552 | 92,999 | ||||||||||||||
Total noninterest expense | 84,371 | 85,334 | 89,589 | 333,312 | 355,253 | ||||||||||||||
Income before income taxes | 29,134 | 29,104 | 17,745 | 131,508 | 93,678 | ||||||||||||||
Income tax (provision) benefit | (6,980 | ) | (8,056 | ) | 3,201 | (37,867 | ) | 292,043 | |||||||||||
Net income | $ | 22,154 | $ | 21,048 | $ | 20,946 | $ | 93,641 | $ | 385,721 | |||||||||
Earnings per common share - basic | $ | 0.36 | $ | 0.34 | $ | 0.34 | $ | 1.50 | $ | 6.21 | |||||||||
Earnings per common share - diluted | $ | 0.35 | $ | 0.33 | $ | 0.33 | $ | 1.48 | $ | 6.14 | |||||||||
Dividends declared per share | $ | 0.20 | $ | 0.20 | $ | 0.65 | $ | 0.95 | $ | 0.80 | |||||||||
Average common shares outstanding - basic | 62,319,497 | 62,309,270 | 62,159,683 | 62,290,361 | 62,122,862 | ||||||||||||||
Average common shares outstanding - diluted | 63,613,271 | 63,461,018 | 62,867,030 | 63,371,763 | 62,772,079 |
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Sterling Financial Corporation
OTHER SELECTED FINANCIAL DATA
OTHER SELECTED FINANCIAL DATA
(in thousands, unaudited) | Three Months Ended | Twelve Months Ended | |||||||||||||||||
Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | Dec 31, 2013 | Dec 31, 2012 | |||||||||||||||
LOAN ORIGINATIONS AND PURCHASES: | |||||||||||||||||||
Loan originations: | |||||||||||||||||||
Residential real estate: | |||||||||||||||||||
For sale | $ | 412,171 | $ | 535,039 | $ | 903,916 | $ | 2,379,797 | $ | 2,901,407 | |||||||||
Permanent | 111,957 | 142,837 | 75,101 | 470,131 | 228,048 | ||||||||||||||
Total residential real estate | 524,128 | 677,876 | 979,017 | 2,849,928 | 3,129,455 | ||||||||||||||
Commercial real estate ("CRE"): | |||||||||||||||||||
Investor CRE | 22,841 | 8,539 | 26,451 | 68,716 | 63,986 | ||||||||||||||
Multifamily | 219,586 | 169,868 | 261,254 | 855,803 | 813,495 | ||||||||||||||
Construction | 25,753 | 8,767 | 6,487 | 43,181 | 8,931 | ||||||||||||||
Total commercial real estate | 268,180 | 187,174 | 294,192 | 967,700 | 886,412 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner occupied CRE | 56,080 | 59,403 | 46,578 | 215,340 | 158,411 | ||||||||||||||
Commercial & Industrial ("C&I") | 81,988 | 85,495 | 90,265 | 354,544 | 296,575 | ||||||||||||||
Total commercial | 138,068 | 144,898 | 136,843 | 569,884 | 454,986 | ||||||||||||||
Consumer | 88,055 | 112,887 | 55,578 | 385,394 | 255,459 | ||||||||||||||
Total loan originations | 1,018,431 | 1,122,835 | 1,465,630 | 4,772,906 | 4,726,312 | ||||||||||||||
Total portfolio loan originations (excludes residential real estate for sale) | 606,260 | 587,796 | 561,714 | 2,393,109 | 1,824,905 | ||||||||||||||
Loan purchases: | |||||||||||||||||||
Residential real estate | 0 | 51 | 328 | 228 | 76,736 | ||||||||||||||
Commercial real estate: | |||||||||||||||||||
Investor CRE | 0 | 1,100 | 2,345 | 3,016 | 2,345 | ||||||||||||||
Multifamily | 80 | 199 | 249 | 564 | 932 | ||||||||||||||
Total commercial real estate | 80 | 1,299 | 2,594 | 3,580 | 3,277 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner occupied CRE | 0 | 0 | 5,038 | 1,071 | 5,038 | ||||||||||||||
C&I | 139 | 24,164 | 0 | 45,303 | 0 | ||||||||||||||
Total commercial | 139 | 24,164 | 5,038 | 46,374 | 5,038 | ||||||||||||||
Consumer | 0 | 5,758 | 19,313 | 26,209 | 71,620 | ||||||||||||||
Total loan purchases | 219 | 31,272 | 27,273 | 76,391 | 156,671 | ||||||||||||||
Total loan originations and purchases | $ | 1,018,650 | $ | 1,154,107 | $ | 1,492,903 | $ | 4,849,297 | $ | 4,882,983 | |||||||||
PERFORMANCE RATIOS: | |||||||||||||||||||
Return on assets | 0.87 | % | 0.84 | % | 0.88 | % | 0.97 | % | 4.10 | % | |||||||||
Return on common equity | 7.2 | % | 6.9 | % | 6.7 | % | 7.7 | % | 35.8 | % | |||||||||
Operating efficiency (1) | 71.3 | % | 70.8 | % | 70.1 | % | 69.2 | % | 71.1 | % | |||||||||
Noninterest expense to assets | 3.31 | % | 3.42 | % | 3.77 | % | 3.44 | % | 3.78 | % | |||||||||
Average assets | $ | 10,115,326 | $ | 9,886,459 | $ | 9,447,551 | $ | 9,676,078 | $ | 9,410,562 | |||||||||
Average common equity | $ | 1,220,708 | $ | 1,206,814 | $ | 1,252,222 | $ | 1,222,364 | $ | 1,078,542 |
(1) The efficiency ratio is noninterest expense, excluding OREO and amortization of other intangibles assets, divided by net interest income (tax equivalent) plus noninterest income, excluding gain on sales of securities, other-than-temporary impairment losses on securities, charge on prepayment of debt, gain on branch divestitures and bargain purchase gain.
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Sterling Financial Corporation
OTHER SELECTED FINANCIAL DATA
OTHER SELECTED FINANCIAL DATA
(in thousands, unaudited) | Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | ||||||||
INVESTMENT PORTFOLIO DETAIL: | |||||||||||
Available for sale: | |||||||||||
MBS | $ | 1,239,900 | $ | 1,305,456 | $ | 1,308,838 | |||||
Municipal bonds | 189,690 | 192,749 | 204,306 | ||||||||
Other | 222 | 172 | 13 | ||||||||
Total | $ | 1,429,812 | $ | 1,498,377 | $ | 1,513,157 | |||||
Held to maturity: | |||||||||||
Tax credits | $ | 165 | $ | 175 | $ | 206 | |||||
Total | $ | 165 | $ | 175 | $ | 206 | |||||
LOAN PORTFOLIO DETAIL: | |||||||||||
Residential real estate | $ | 1,119,574 | $ | 1,052,381 | $ | 806,722 | |||||
Commercial real estate: | |||||||||||
Investor CRE | 1,114,768 | 1,125,477 | 1,219,847 | ||||||||
Multifamily | 2,156,434 | 2,029,820 | 1,580,289 | ||||||||
Construction | 71,693 | 52,929 | 74,665 | ||||||||
Total commercial real estate | 3,342,895 | 3,208,226 | 2,874,801 | ||||||||
Commercial: | |||||||||||
Owner occupied CRE | 1,431,140 | 1,404,006 | 1,276,591 | ||||||||
C&I | 742,142 | 681,666 | 540,499 | ||||||||
Total commercial | 2,173,282 | 2,085,672 | 1,817,090 | ||||||||
Consumer | 822,068 | 807,964 | 754,621 | ||||||||
Gross loans receivable | 7,457,819 | 7,154,243 | 6,253,234 | ||||||||
Deferred loan fees, net | 10,703 | 8,781 | 2,860 | ||||||||
Allowance for loan losses | (137,294 | ) | (138,698 | ) | (154,345 | ) | |||||
Net loans receivable | $ | 7,331,228 | $ | 7,024,326 | $ | 6,101,749 | |||||
DEPOSITS DETAIL: | |||||||||||
Noninterest bearing transaction | $ | 1,881,360 | $ | 1,818,194 | $ | 1,702,740 | |||||
Interest bearing transaction | 791,943 | 750,699 | 732,038 | ||||||||
Savings and MMDA | 2,700,241 | 2,542,631 | 2,262,369 | ||||||||
Time deposits | 1,701,446 | 1,742,918 | 1,738,970 | ||||||||
Total deposits | $ | 7,074,990 | $ | 6,854,442 | $ | 6,436,117 | |||||
Number of transaction accounts (whole numbers): | |||||||||||
Noninterest bearing transaction accounts | 179,977 | 180,027 | 187,628 | ||||||||
Interest bearing transaction accounts | 45,880 | 46,113 | 47,859 | ||||||||
Total transaction accounts | 225,857 | 226,140 | 235,487 |
10
Sterling Financial Corporation
OTHER SELECTED FINANCIAL DATA
OTHER SELECTED FINANCIAL DATA
(in thousands, unaudited) | Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | ||||||||
ALLOWANCE FOR CREDIT LOSSES: | |||||||||||
Allowance - loans, beginning of quarter | $ | 138,698 | $ | 141,949 | $ | 154,279 | |||||
Provision | (500 | ) | (2,100 | ) | (500 | ) | |||||
Charge-offs: | |||||||||||
Residential real estate | (1,289 | ) | (752 | ) | (1,218 | ) | |||||
Commercial real estate: | |||||||||||
Investor CRE | (4,944 | ) | (1,124 | ) | (942 | ) | |||||
Multifamily | 0 | (90 | ) | (357 | ) | ||||||
Construction | 0 | (5 | ) | (189 | ) | ||||||
Total commercial real estate | (4,944 | ) | (1,219 | ) | (1,488 | ) | |||||
Commercial: | |||||||||||
Owner occupied CRE | (484 | ) | (905 | ) | (1,678 | ) | |||||
C&I | (937 | ) | (146 | ) | (130 | ) | |||||
Total commercial | (1,421 | ) | (1,051 | ) | (1,808 | ) | |||||
Consumer | (1,287 | ) | (1,466 | ) | (3,167 | ) | |||||
Total charge-offs | (8,941 | ) | (4,488 | ) | (7,681 | ) | |||||
Recoveries: | |||||||||||
Residential real estate | 658 | 309 | 53 | ||||||||
Commercial real estate: | |||||||||||
Investor CRE | 1,843 | 363 | 104 | ||||||||
Multifamily | 6 | 15 | 262 | ||||||||
Construction | 3,826 | 1,026 | 4,144 | ||||||||
Total commercial real estate | 5,675 | 1,404 | 4,510 | ||||||||
Commercial: | |||||||||||
Owner occupied CRE | 159 | 577 | 1,248 | ||||||||
C&I | 1,180 | 741 | 2,172 | ||||||||
Total commercial | 1,339 | 1,318 | 3,420 | ||||||||
Consumer | 365 | 306 | 264 | ||||||||
Total recoveries | 8,037 | 3,337 | 8,247 | ||||||||
Net (charge-offs) recoveries | (904 | ) | (1,151 | ) | 566 | ||||||
Allowance - loans, end of quarter | 137,294 | 138,698 | 154,345 | ||||||||
Reserve for unfunded commitments, beginning of quarter | 10,541 | 9,505 | 7,771 | ||||||||
Provision | 500 | 2,100 | 500 | ||||||||
(Charge-offs) recoveries | 80 | (1,064 | ) | (269 | ) | ||||||
Reserve for unfunded commitments, end of quarter | 11,121 | 10,541 | 8,002 | ||||||||
Total credit allowance | $ | 148,415 | $ | 149,239 | $ | 162,347 | |||||
Net charge-offs to average loans (annualized) | 0.05 | % | 0.06 | % | (0.03 | )% | |||||
Loan loss allowance to total loans | 1.84 | % | 1.94 | % | 2.47 | % | |||||
Total credit allowance to total loans | 1.99 | % | 2.08 | % | 2.60 | % | |||||
Loan loss allowance to nonperforming loans | 117 | % | 118 | % | 83 | % | |||||
Total credit allowance to nonperforming loans | 127 | % | 127 | % | 88 | % |
11
Sterling Financial Corporation
OTHER SELECTED FINANCIAL DATA
OTHER SELECTED FINANCIAL DATA
(in thousands, unaudited) | Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | ||||||||
NONPERFORMING ASSETS: | |||||||||||
Past 90 days due and accruing | $ | 0 | $ | 0 | $ | 0 | |||||
Nonaccrual loans | 69,302 | 65,410 | 121,113 | ||||||||
Restructured loans | 47,774 | 52,556 | 64,216 | ||||||||
Total nonperforming loans | 117,076 | 117,966 | 185,329 | ||||||||
OREO | 8,047 | 17,464 | 25,042 | ||||||||
Total nonperforming assets | 125,123 | 135,430 | 210,371 | ||||||||
Specific reserve on nonperforming loans | (6,917 | ) | (4,900 | ) | (8,463 | ) | |||||
Net nonperforming assets | $ | 118,206 | $ | 130,530 | $ | 201,908 | |||||
Government guaranteed portion of nonperforming loans | $ | 14,686 | $ | 13,818 | $ | 10,702 | |||||
Nonperforming loans to total loans | 1.57 | % | 1.65 | % | 2.96 | % | |||||
Nonperforming assets to total assets | 1.21 | % | 1.36 | % | 2.28 | % | |||||
Loan delinquency ratio (60 days and over) | 0.74 | % | 0.73 | % | 1.64 | % | |||||
Classified assets | $ | 144,889 | $ | 140,558 | $ | 221,832 | |||||
Classified assets to total assets | 1.40 | % | 1.41 | % | 2.40 | % | |||||
Nonperforming assets by collateral type: | |||||||||||
Residential real estate | $ | 38,779 | $ | 38,720 | $ | 45,929 | |||||
Commercial real estate: | |||||||||||
Investor CRE | 28,969 | 26,141 | 52,368 | ||||||||
Multifamily | 576 | 1,927 | 8,148 | ||||||||
Construction | 5,838 | 17,595 | 33,945 | ||||||||
Total commercial real estate | 35,383 | 45,663 | 94,461 | ||||||||
Commercial: | |||||||||||
Owner occupied CRE | 42,420 | 43,581 | 58,292 | ||||||||
C&I | 4,004 | 2,721 | 3,985 | ||||||||
Total commercial | 46,424 | 46,302 | 62,277 | ||||||||
Consumer | 4,537 | 4,745 | 7,704 | ||||||||
Total nonperforming assets | $ | 125,123 | $ | 135,430 | $ | 210,371 | |||||
REGULATORY CAPITAL RATIOS: | |||||||||||
Sterling Financial Corporation: | |||||||||||
Tier 1 leverage ratio | 11.6 | % | 11.8 | % | 12.1 | % | |||||
Tier 1 risk-based capital ratio | 14.9 | % | 15.4 | % | 17.5 | % | |||||
Total risk-based capital ratio | 16.1 | % | 16.7 | % | 18.7 | % | |||||
Tier 1 common capital ratio | 11.8 | % | 12.2 | % | 13.6 | % | |||||
Sterling Bank: | |||||||||||
Tier 1 leverage ratio | 11.3 | % | 11.6 | % | 12.0 | % | |||||
Tier 1 risk-based capital ratio | 14.5 | % | 15.1 | % | 17.2 | % | |||||
Total risk-based capital ratio | 15.8 | % | 16.3 | % | 18.5 | % | |||||
OTHER: | |||||||||||
FTE employees at end of period (whole numbers) | 2,547 | 2,564 | 2,532 |
12
Sterling Financial Corporation
AVERAGE BALANCE AND RATE
(in thousands, unaudited) | Three Months Ended | |||||||||||||||||||||||||||||||
Dec 31, 2013 | Sep 30, 2013 | Dec 31, 2012 | ||||||||||||||||||||||||||||||
Average Balance | Interest Income/ Expense | Yields/Rates | Average Balance | Interest Income/ Expense | Yields/Rates | Average Balance | Interest Income/ Expense | Yields/Rates | ||||||||||||||||||||||||
ASSETS: | ||||||||||||||||||||||||||||||||
Loans: | ||||||||||||||||||||||||||||||||
Mortgage | $ | 4,573,225 | $ | 50,059 | 4.38 | % | $ | 4,495,451 | $ | 49,689 | 4.42 | % | $ | 4,062,917 | $ | 47,241 | 4.65 | % | ||||||||||||||
Commercial and consumer | 3,081,552 | 37,264 | 4.80 | % | 2,933,727 | 36,558 | 4.94 | % | 2,624,167 | 35,904 | 5.44 | % | ||||||||||||||||||||
Total loans | 7,654,777 | 87,323 | 4.55 | % | 7,429,178 | 86,247 | 4.63 | % | 6,687,084 | 83,145 | 4.96 | % | ||||||||||||||||||||
MBS | 1,273,912 | 8,306 | 2.61 | % | 1,313,728 | 8,079 | 2.46 | % | 1,593,455 | 8,810 | 2.21 | % | ||||||||||||||||||||
Investments and cash | 442,810 | 3,177 | 2.80 | % | 404,134 | 3,132 | 3.07 | % | 421,600 | 3,337 | 3.15 | % | ||||||||||||||||||||
FHLB stock | 96,093 | 0 | 0.00 | % | 95,923 | 0 | 0.00 | % | 98,131 | 0 | 0.00 | % | ||||||||||||||||||||
Total interest earning assets | 9,467,592 | 98,806 | 4.16 | % | 9,242,963 | 97,458 | 4.20 | % | 8,800,270 | 95,292 | 4.32 | % | ||||||||||||||||||||
Noninterest earning assets | 647,734 | 643,496 | 647,281 | |||||||||||||||||||||||||||||
Total average assets | $ | 10,115,326 | $ | 9,886,459 | $ | 9,447,551 | ||||||||||||||||||||||||||
LIABILITIES and EQUITY: | ||||||||||||||||||||||||||||||||
Deposits: | ||||||||||||||||||||||||||||||||
Interest bearing transaction | $ | 766,118 | 66 | 0.03 | % | $ | 745,131 | 66 | 0.04 | % | $ | 717,169 | 63 | 0.04 | % | |||||||||||||||||
Savings and MMDA | 2,632,267 | 971 | 0.15 | % | 2,489,950 | 865 | 0.14 | % | 2,291,062 | 812 | 0.14 | % | ||||||||||||||||||||
Time deposits | 1,762,899 | 4,440 | 1.00 | % | 1,769,741 | 5,110 | 1.15 | % | 1,897,528 | 6,818 | 1.43 | % | ||||||||||||||||||||
Total interest bearing deposits | 5,161,284 | 5,477 | 0.42 | % | 5,004,822 | 6,041 | 0.48 | % | 4,905,759 | 7,693 | 0.62 | % | ||||||||||||||||||||
Borrowings | 1,746,505 | 7,948 | 1.81 | % | 1,777,268 | 7,855 | 1.75 | % | 1,412,411 | 10,454 | 2.94 | % | ||||||||||||||||||||
Total interest bearing liabilities | 6,907,789 | 13,425 | 0.77 | % | 6,782,090 | 13,896 | 0.81 | % | 6,318,170 | 18,147 | 1.14 | % | ||||||||||||||||||||
Noninterest bearing transaction | 1,887,627 | 0 | 0.00 | % | 1,787,716 | 0 | 0.00 | % | 1,742,565 | 0 | 0.00 | % | ||||||||||||||||||||
Total funding liabilities | 8,795,416 | 13,425 | 0.61 | % | 8,569,806 | 13,896 | 0.64 | % | 8,060,735 | 18,147 | 0.90 | % | ||||||||||||||||||||
Other noninterest bearing liabilities | 99,202 | 109,839 | 134,594 | |||||||||||||||||||||||||||||
Total average liabilities | 8,894,618 | 8,679,645 | 8,195,329 | |||||||||||||||||||||||||||||
Total average equity | 1,220,708 | 1,206,814 | 1,252,222 | |||||||||||||||||||||||||||||
Total average liabilities and equity | $ | 10,115,326 | $ | 9,886,459 | $ | 9,447,551 | ||||||||||||||||||||||||||
Net interest income and spread (tax equivalent) | $ | 85,381 | 3.39 | % | $ | 83,562 | 3.39 | % | $ | 77,145 | 3.18 | % | ||||||||||||||||||||
Net interest margin (tax equivalent) | 3.58 | % | 3.59 | % | 3.49 | % | ||||||||||||||||||||||||||
Deposits: | ||||||||||||||||||||||||||||||||
Total interest bearing deposits | $ | 5,161,284 | $ | 5,477 | 0.42 | % | $ | 5,004,822 | $ | 6,041 | 0.48 | % | $ | 4,905,759 | $ | 7,693 | 0.62 | % | ||||||||||||||
Noninterest bearing transaction | 1,887,627 | 0 | 0.00 | % | 1,787,716 | 0 | 0.00 | % | 1,742,565 | 0 | 0.00 | % | ||||||||||||||||||||
Total deposits | $ | 7,048,911 | $ | 5,477 | 0.31 | % | $ | 6,792,538 | $ | 6,041 | 0.35 | % | $ | 6,648,324 | $ | 7,693 | 0.46 | % |
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Sterling Financial Corporation
AVERAGE BALANCE AND RATE
(in thousands, unaudited) | Twelve Months Ended | ||||||||||||||||||||
Dec 31, 2013 | Dec 31, 2012 | ||||||||||||||||||||
Average Balance | Interest Income/ Expense | Yields/Rates | Average Balance | Interest Income/ Expense | Yields/Rates | ||||||||||||||||
ASSETS: | |||||||||||||||||||||
Loans: | |||||||||||||||||||||
Mortgage | $ | 4,368,794 | $ | 196,027 | 4.49 | % | $ | 3,834,111 | $ | 188,563 | 4.92 | % | |||||||||
Commercial and consumer | 2,887,515 | 143,419 | 4.97 | % | 2,572,469 | 143,392 | 5.57 | % | |||||||||||||
Total loans | 7,256,309 | 339,446 | 4.68 | % | 6,406,580 | 331,955 | 5.18 | % | |||||||||||||
MBS | 1,257,119 | 31,015 | 2.47 | % | 1,890,314 | 47,442 | 2.51 | % | |||||||||||||
Investments and cash | 414,905 | 12,587 | 3.01 | % | 520,590 | 13,971 | 2.68 | % | |||||||||||||
FHLB stock | 96,603 | 0 | 0.00 | % | 98,893 | 0 | 0.00 | % | |||||||||||||
Total interest earning assets | 9,024,936 | 383,048 | 4.24 | % | 8,916,377 | 393,368 | 4.41 | % | |||||||||||||
Noninterest earning assets | 651,142 | 494,185 | |||||||||||||||||||
Total average assets | $ | 9,676,078 | $ | 9,410,562 | |||||||||||||||||
LIABILITIES and EQUITY: | |||||||||||||||||||||
Deposits: | |||||||||||||||||||||
Interest bearing transaction | $ | 746,934 | 267 | 0.04 | % | $ | 657,231 | 334 | 0.05 | % | |||||||||||
Savings and MMDA | 2,465,697 | 3,401 | 0.14 | % | 2,261,858 | 3,912 | 0.17 | % | |||||||||||||
Time deposits | 1,748,838 | 20,195 | 1.15 | % | 2,250,999 | 33,451 | 1.49 | % | |||||||||||||
Total interest bearing deposits | 4,961,469 | 23,863 | 0.48 | % | 5,170,088 | 37,697 | 0.73 | % | |||||||||||||
Borrowings | 1,608,257 | 30,924 | 1.92 | % | 1,470,244 | 46,825 | 3.18 | % | |||||||||||||
Total interest bearing liabilities | 6,569,726 | 54,787 | 0.83 | % | 6,640,332 | 84,522 | 1.27 | % | |||||||||||||
Noninterest bearing transaction | 1,772,182 | 0 | 0.00 | % | 1,559,828 | 0 | 0.00 | % | |||||||||||||
Total funding liabilities | 8,341,908 | 54,787 | 0.66 | % | 8,200,160 | 84,522 | 1.03 | % | |||||||||||||
Other noninterest bearing liabilities | 111,806 | 131,860 | |||||||||||||||||||
Total average liabilities | 8,453,714 | 8,332,020 | |||||||||||||||||||
Total average equity | 1,222,364 | 1,078,542 | |||||||||||||||||||
Total average liabilities and equity | $ | 9,676,078 | $ | 9,410,562 | |||||||||||||||||
Net interest income and spread (tax equivalent) | $ | 328,261 | 3.41 | % | $ | 308,846 | 3.14 | % | |||||||||||||
Net interest margin (tax equivalent) | 3.64 | % | 3.46 | % | |||||||||||||||||
Deposits: | |||||||||||||||||||||
Total interest bearing deposits | $ | 4,961,469 | $ | 23,863 | 0.48 | % | $ | 5,170,088 | $ | 37,697 | 0.73 | % | |||||||||
Noninterest bearing transaction | 1,772,182 | 0 | 0.00 | % | 1,559,828 | 0 | 0.00 | % | |||||||||||||
Total deposits | $ | 6,733,651 | $ | 23,863 | 0.35 | % | $ | 6,729,916 | $ | 37,697 | 0.56 | % |
14
Sterling Financial Corporation
LOAN GROWTH SUMMARY
(in millions, unaudited) | ||||||||||||||||||
December 31, 2012 | March 31, 2013 | June 30, 2013 | September 30, 2013 | December 31, 2013 | YTD | |||||||||||||
Ending balance | $ | 6,253.2 | $ | 6,477.5 | $ | 7,001.9 | $ | 7,154.2 | $ | 7,457.8 | $ | 7,457.8 | ||||||
$ Growth: | ||||||||||||||||||
Total, net | 224.5 | 524.9 | 151.8 | 303.6 | 1,204.8 | |||||||||||||
Purchased | 2.9 | 42.1 | 30.6 | 0 | 75.6 | |||||||||||||
Acquired/(divested), net | 103.3 | 274.9 | 0 | 164.8 | 543.0 | |||||||||||||
Multifamily loans transferred to HFS | 0 | 0 | (55.0 | ) | 0 | (55.0 | ) | |||||||||||
Sold | (7.0 | ) | (13.9 | ) | (18.0 | ) | (45.2 | ) | (84.1 | ) | ||||||||
Organic, net | $ | 125.3 | $ | 221.8 | $ | 194.2 | $ | 184.0 | $ | 725.3 | ||||||||
% Growth (annualized): | ||||||||||||||||||
Total, net | 14 | % | 32 | % | 9 | % | 17 | % | 19 | % | ||||||||
Purchased | 0 | % | 3 | % | 2 | % | 0 | % | 1 | % | ||||||||
Acquired/(divested), net | 7 | % | 17 | % | 0 | % | 9 | % | 8 | % | ||||||||
Multifamily loans transferred to HFS | 0 | % | 0 | % | (3 | )% | 0 | % | (1 | )% | ||||||||
Sold | (1 | )% | (1 | )% | (1 | )% | (3 | )% | (1 | )% | ||||||||
Organic, net | 8 | % | 13 | % | 11 | % | 11 | % | 12 | % |
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About Sterling Financial Corporation
Sterling Financial Corporation (NASDAQ:STSA) of Spokane, Washington, is the bank holding company for Sterling Savings Bank, a Washington state chartered and federally insured commercial bank. Sterling Savings Bank does business as Sterling Bank in Washington, Oregon and Idaho and as Argent Bank in California, offering banking products and services, mortgage lending, and trust and investment products to individuals, small businesses, corporations and other commercial organizations. As of December 31, 2013, Sterling Financial Corporation had assets of $10.32 billion and operated depository branches in Washington, Oregon, Idaho and California. Visit Sterling Financial Corporation's website at www.sterlingfinancialcorporation.com.
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Umpqua Holdings Corporation ("Umpqua") has filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 containing a joint proxy statement/prospectus of Sterling Financial Corporation ("Sterling") and Umpqua, and Sterling and Umpqua have each filed and will file other documents with respect to the proposed merger. The registration statement has been declared effective by the SEC. A definitive joint proxy statement/prospectus has been mailed to shareholders of Sterling and Umpqua. Investors and security holders of Sterling and Umpqua are urged to read the joint proxy statement/prospectus and other documents filed or to be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders are able to obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by Sterling or Umpqua through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Sterling are available free of charge on Sterling’s website at www.sterlingfinancialcorporation.com or by contacting Sterling’s Investor Relations Department at 509-358-8097. Copies of the documents filed with the SEC by Umpqua are available free of charge on Umpqua’s website at www.umpquaholdingscorp.com or by contacting Umpqua’s Investor Relations Department at 503-268-6675.
Sterling, Umpqua, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Sterling is set forth in its Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 27, 2013, its proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on March 15, 2013, and its Current Reports on Form 8-K or 8-K/A, which were filed with the SEC on January 28, 2013 (Item 1.01), March 4, 2013, May 2, 2013 (Item 5.07), May 10, 2013, June 20, 2013 and August 9, 2013, respectively. Information about the directors and executive officers of Umpqua is set forth in its Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 15, 2013, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013, and September 30, 2013, which were filed with the SEC on May 2, 2013, August 6, 2013, and November 6, 2013, respectively, its proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on February 25, 2013, and its Current Reports on Form 8-K, which were filed with the SEC on January 14, 2013, April 11, 2013 and April 22, 2013 (Item 5.07), respectively. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This release contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "may," "can," "believe," "expect," "project," "intend," "likely," "plan," "seek," "should," "would," "estimate" and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements include, but are not limited to, statements about Sterling’s plans, objectives, expectations, strategies and intentions and other statements contained in this release that are not historical facts and pertain to Sterling's future operating results and capital position, including Sterling's ability to reduce future loan losses, improve its deposit mix, execute its asset resolution initiatives, execute its lending initiatives, contain costs and potential liabilities, realize operating efficiencies, execute its business strategy, make dividend payments, compete in the marketplace and provide increased customer support and service. All forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling's and Umpqua's control. These risks and uncertainties include, but are not limited to, the following: changes in general economic conditions that may, among other things, increase default and delinquency risks in Sterling’s loan portfolios; shifts in market interest rates that may result in lower interest rate margins; shifts in the demand for Sterling's loan and other products; changes in the monetary and fiscal policies of the federal government; changes in laws, regulations or the competitive environment; exposure to material litigation; failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not
16
obtained or is obtained subject to conditions that are not anticipated; the parties' ability to achieve the synergies and value creation contemplated by the proposed merger, or lower-than-expected revenue or cost savings or other issues in connection with mergers and acquisitions generally; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; and the failure to consummate or delay in consummating the merger for other reasons. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Sterling's and Umpqua's most recent Form 10-K and 10-Q reports and to Sterling's and Umpqua's most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Sterling or Umpqua.
CONTACT:
Sterling Financial Corporation
Media contact:
Cara Coon, 509-626-5348
cara.coon@bankwithsterling.com
or
Investor contact:
Patrick Rusnak, 509-227-0961
pat.rusnak@bankwithsterling.com
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