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8-K - SEPTEMBER 30 2015 PRESS RELEASE 8-K - STERLING BANCORPstlform8-kpressrelease0930.htm
 
Sterling Bancorp
 
400 Rella Boulevard
 
Montebello, NY 10901-4243
 
 
News Release
T 845.369.8040
F 845.369.8255
 
 
http://www.sterlingbancorp.com
FOR IMMEDIATE RELEASE
 
October 26, 2015
 
 
 
STERLING BANCORP CONTACT:
 
Luis Massiani, SEVP & Chief Financial Officer
 
845.369.8040
 
Sterling Bancorp Announces Results for the Three Months and Nine Months Ended September 30, 2015
Strong quarterly performance highlighted by core diluted earnings per share of $0.251, annualized commercial loan growth of 19.1% and core operating efficiency ratio of 49.0%1 

Key Highlights for the Three Months Ended September 30, 2015
Total revenue2 was $109.4 million.
Core net income1 was $32.0 million and core diluted earnings per share1 were $0.25, which represented growth of 76.3% and 13.6% over the same quarter a year ago.
Tax equivalent net interest margin was 3.76%.
Total non-interest income excluding securities gains was $16.1 million, which represented 14.7% of total revenue2.
Core operating efficiency ratio1 was 49.0%.
Commercial loan growth was $290.7 million, representing an annualized growth rate of 19.1% over the linked quarter.
Loans to deposits ratio of 85.5%; total deposits were $8.8 billion with over 92.7% core deposits and a weighted average cost of deposits of 0.24%.
Core return on average tangible assets1 was 1.21%, compared to 1.06% in the third quarter of 2014.
Core return on average tangible equity1 was 14.33%, compared to 13.81% in the third quarter of 2014.
Established middle market loan syndication team and expanded health care asset-based lending platform through new hires.
Completed termination of legacy Provident Bank and legacy Sterling National Bank defined benefit pension plans.

MONTEBELLO, N.Y. - October 26, 2015 - Sterling Bancorp (NYSE: STL), the parent company (the “Company”) of Sterling National Bank, today announced results for the quarter and nine months ended September 30, 2015. Net income for the quarter was $24.2 million, or $0.19 per diluted share, compared to net income of $16.3 million, or $0.19 per diluted share, for the same quarter last year and a net loss of $7.6 million, or $0.08 per share, for the linked quarter ended June 30, 2015. For the nine months ended September 30, 2015, net income was $33.3 million, or $0.32 per diluted share, compared to net income of $41.7 million, or $0.50 per diluted share, for the nine months ended September 30, 2014.

Results for the third quarter of 2015 included a pre-tax charge of $13.4 million related to the termination of the Company’s defined benefit pension plans. Results in the linked quarter included pre-tax merger-related expenses and other restructuring charges of $42.7 million that were incurred in connection with the Company’s merger with Hudson Valley Holding Corp. (the “HVB Merger”). The Company’s operating results are detailed beginning on page 2.


1. Core measures are defined in the non-GAAP tables beginning on page 11.
2. Total revenue is equal to net interest income plus non-interest income and excluding securities gains and losses. Total revenue is a non-GAAP measure. See the table on page 12 for a reconciliation of this non-GAAP measure.
1


President’s Comments
Jack Kopnisky, President and Chief Executive Officer, commented: “We continue to successfully execute our strategy of building a high performance regional bank that delivers superior service to our small and middle market commercial clients and consumers. This was our first full quarter of operations on a combined basis after the HVB Merger. Our strong operating results demonstrate the significant progress we have made on the integration of Hudson Valley, as evidenced by our growth in revenues, higher profitability and continued improvement across all core operating metrics. As of September 30, 2015, our total assets were $11.6 billion; total portfolio loans were $7.5 billion and total deposits were $8.8 billion.

“Core net income for the quarter was $32.0 million and core diluted earnings per share were $0.25. This represents growth of 76.3% and 13.6%, respectively, over the same period a year ago. Our core return on average tangible assets was 1.21% and core return on average tangible equity was 14.33%. This compares to 1.06% and 13.81%, respectively, for the quarter ended September 30, 2014.

“Our primary focus continues to be delivering positive operating leverage with growth in revenues that significantly outpaces growth in expenses. For the quarter, our core operating efficiency ratio was 49.0%, which compares to 52.6% in the linked quarter and 54.7% in the same quarter last year. We are confident we will realize the cost savings targets we have previously announced in connection with the HVB Merger.

“We continue to deliver strong organic loan growth across multiple asset classes. As of September 30, 2015, total portfolio loans were $7.5 billion, which represented growth of $290.0 million over the linked quarter, an annualized growth rate of 15.9%. As of September 30, 2015, our total commercial loans, which include our commercial and industrial loans, commercial real estate loans and specialty lending3 businesses were $6.3 billion and represented 84.2% of our total portfolio loans. Our commercial loans grew by $290.7 million, representing an annualized growth rate of 19.1% over the linked quarter.

“Our strong core deposit base continues to provide us with an efficient platform to fund loan growth. As of September 30, 2015, our total deposits were $8.8 billion, of which 92.7% consisted of core deposits. In addition, we had a total cost of deposits of 24 basis points in the quarter. As of September 30, 2015, our loans to deposits ratio was 85.5% and we expect to maintain our target of a 90% to 95% loans to deposits ratio upon full deployment of the excess liquidity we acquired in the HVB Merger.

“Our non-interest income excluding securities gains was $16.1 million for the quarter, which represented 14.7% of total revenue. Our acquisitions of Damian Services Corporation (“Damian”) and the factoring assets of First Capital Corporation (“First Capital”) are on-track to deliver the results we anticipated. Our public finance sector team, which we acquired from Green Campus Partners, is also delivering strong loan origination volumes and will begin generating fee income going forward. We will continue growing our diversified commercial lending businesses, which are strong fee income generators, and we are actively evaluating opportunistic acquisitions, as previously indicated. To that end, we announced new team hires that will expand our health care asset-based lending business and create a middle market loan syndication business.

“Net charge-offs against the allowance for loan losses for the three months ended September 30, 2015 were $1.7 million. The allowance for loan losses as a percentage of total loans was 0.63% at September 30, 2015. As a result of purchase accounting, a substantial portion of the loans acquired in prior merger transactions are not subject to the allowance for loan losses as these loans were recorded at fair value. The performance of these loans remains satisfactory. The ratio of allowance for loan losses to non-performing loans was 70.4% at September 30, 2015.

“Our capital position remains strong. At September 30, 2015, our tangible equity to tangible assets ratio was 8.30% and our estimated Tier 1 leverage ratio was 9.13%. At Sterling National Bank, our estimated Tier 1 leverage ratio was 9.80%. We have ample capital to support our organic growth and execute our strategy.

“Lastly, I am pleased to announce our Board of Directors has declared a dividend on our common stock of $0.07 per share payable on November 16, 2015 to our holders as of the record date of November 5, 2015.”

Reconciliation of GAAP to Core Results for the Three Months Ended September 30, 2015
Net income of $24.2 million, or $0.19 per diluted share, for the third quarter of 2015 was impacted by net gain on sale of securities of $2.7 million, a pre-tax charge of $13.4 million related to the termination of the defined benefit pension plans and amortization of non-compete agreements and acquired customer list intangibles of $961 thousand. Excluding the impact of these items, core net income for the quarter was $32.0 million, or $0.25 per diluted share.


3. Specialty lending businesses includes: asset-based lending, payroll finance, factoring, warehouse lending, and equipment finance loans.

    2



The termination of the defined benefit pension plans also resulted in the elimination of $5.4 million in accumulated other comprehensive loss related to pension expense that had not yet been recognized in earnings. Therefore, the net impact of the
termination of the pension plans on the Company’s tangible book value and tangible book value per share was a reduction of $3.7 million and $0.03 per share, respectively.

See the reconciliation of these non-GAAP measures beginning on page 12. Non-GAAP financial measures include references to the terms coreor excluding”.

Net Interest Income and Margin        
Third quarter 2015 compared with third quarter 2014
Net interest income was $93.4 million, an increase of $33.7 million compared to the third quarter of 2014. This was due to the HVB Merger and organic growth as average loans increased $2.8 billion or 60.1% between the periods. The tax-equivalent yield on investment securities decreased 15 basis points and the yield on loans decreased 8 basis points. The tax-equivalent yield on interest earning assets was 4.15% for the third quarter of 2015 compared to 4.24% in third quarter of 2014. Yield on loans included $5.8 million in accretion of the fair value discount associated with loans acquired in prior merger transactions. The cost of total deposits was 24 basis points and the cost of borrowings was 2.38%, which compares to 19 basis points and 1.88% in the third quarter of 2014. The increase in the cost of borrowings was mainly the result of a decrease in the amount of lower cost FHLB overnight advances as a percentage of total borrowings. Tax-equivalent net interest margin was 3.76% compared to 3.77% for the same period a year ago.

Third quarter 2015 compared with linked quarter ended June 30, 2015
Net interest income increased $29.8 million compared to the linked quarter ended June 30, 2015. This was mainly due to the HVB Merger, which closed on June 30, 2015 and resulted in an increase in average loans of $2.1 billion or 40.8% between the periods. The yield on loans increased 15 basis points and the tax-equivalent yield on investment securities decreased 8 basis points. The tax-equivalent yield on interest earning assets was 4.15% compared to 4.03% in the linked quarter. The cost of total deposits was 24 basis points and was unchanged relative to the linked quarter. The cost of borrowings was 2.38% compared to 1.63% in the linked quarter for the same reasons as discussed above. Tax-equivalent net interest margin was 3.76% compared to 3.57% in the linked quarter.

Non-interest Income
Third quarter 2015 compared with third quarter 2014
Excluding net gain on sale of securities, non-interest income increased $3.8 million to $16.1 million in the third quarter of 2015 compared to the same quarter last year. The increase was mainly due to the HVB Merger and an increase in accounts receivable and factoring commissions of $947 thousand, which was the result of organic growth and the acquisitions of Damian Services Corporation and First Capital’s factoring assets. Gain on sale income in mortgage banking increased by $796 thousand and was $3.0 million. The Company realized a net gain on sale of securities of $2.7 million in the third quarter of 2015 compared to a net gain on sale of securities of $33 thousand in the same quarter last year.

Third quarter 2015 compared with linked quarter ended June 30, 2015
Excluding net gain on sale of securities, non-interest income increased $2.9 million to $16.1 million during the third quarter of 2015 mainly due to the HVB Merger. Accounts receivable and factoring commissions increased $326 thousand, mainly due to seasonal factors and the acquisition of First Capital’s factoring assets, which occurred in May 2015. Mortgage banking income increased $426 thousand mainly due to the continued low interest rate environment and strong volumes in mortgage refinance activity. Other fees, which includes other loan fees, safe deposit box rental fees and miscellaneous income increased by $606 thousand. The Company realized a net gain on sale of securities of $697 thousand in the linked quarter.

Non-interest Expense
Third quarter 2015 compared with third quarter 2014
Non-interest expense increased $27.5 million relative to the third quarter of 2014 and was $71.3 million. The increase was mainly due to higher compensation and benefits expense and occupancy and office operations expense as a result of the HVB Merger. Amortization expense increased $920 thousand due to core deposit intangible amortization associated with the HVB Merger, partially offset by lower amortization expense associated with prior acquisitions. Expenses in the third quarter of 2015 included a charge associated with the termination of the defined benefit pension plans of $13.4 million.

Third quarter 2015 compared with linked quarter ended June 30, 2015
Non-interest expense declined $14.3 million compared to the linked quarter. In the quarter ended June 30, 2015, non-interest expense included merger-related expense of $14.6 million and other restructuring charges of $28.1 million that were incurred in connection with the HVB Merger. These charges were partially offset by higher compensation and benefits expense and occupancy and office operations expense, also as a result of the HVB Merger.

3


Income Taxes
In the third quarter of 2015, the Company recorded income taxes at a rate of 32.5%, which is unchanged relative to the linked quarter, and recorded income taxes at a rate of 28.3% for the same quarter last year.

Key Balance Sheet Highlights at September 30, 2015
Total assets were $11.6 billion.
Total portfolio loans were $7.5 billion.
Commercial real estate loans represented 44.0%; commercial and industrial loans (which includes traditional C&I, asset-based lending, payroll finance, factoring, warehouse lending and equipment finance) represented 40.1%; consumer and residential mortgage loans represented 13.5%; and acquisition, development and construction loans represented 2.4% of total portfolio loans.
Commercial loan growth, which includes commercial and industrial loans, commercial real estate loans and specialty lending businesses was $290.7 million for the quarter ended September 30, 2015, and represented annualized growth of 19.1% over the prior quarter.
Securities were $2.5 billion and represented 21.8% of total assets.
Total deposits were $8.8 billion.
Retail, commercial and municipal transaction, money market and savings deposits were $8.2 billion and represented 92.7% of total deposits.
The allowance for loan losses was $47.6 million and represented 0.63% of total portfolio loans. The balance of fair value adjustments on acquired loans was a discount of $48.5 million at September 30, 2015. As these loans were recorded at fair value at the acquisition date; a substantial portion of these loans continue to carry no allowance for loan losses.
Tangible book value per share was $6.94.

Credit Quality
Non-performing loans declined $1.4 million to $67.7 million, or 0.90% of total loans at September 30, 2015, compared to $69.0 million, or 0.95% of total loans in the linked quarter. The decrease was mainly due to the resolution of certain troubled loans and properties that were transfered to other real estate owned. Net charge-offs increased $39 thousand and were $1.7 million for the third quarter of 2015. The allowance for loan losses at September 30, 2015 was $47.6 million, which represented 70.4% of non-performing loans and 0.63% of our total loan portfolio, compared to $44.3 million, 64.2% and 0.61% respectively, as of June 30, 2015. The increase in the balance of the allowance for loan losses was mainly related to the higher balance of loans outstanding at September 30, 2015 as a substantial portion of loans acquired in prior merger transactions continue to carry no allowance for loan losses.

Capital
The Company’s stockholders’ equity was $1.7 billion at September 30, 2015, an increase of $29.1 million relative to June 30, 2015. The increase was mainly due to net income of $24.2 million, an increase in other comprehensive income of $12.4 million (which was mainly the result of an increase in the fair value of available for sale securities and the termination of the defined benefit pension plans), which were offset by dividends declared of $9.1 million. The increase in equity from exercise of stock options and stock-based compensation was $1.6 million.

Tangible book value per share increased to $6.94 at September 30, 2015 from $6.70 at June 30, 2015. Total goodwill and other intangible assets were $751.5 million at September 30, 2015, a decrease of $2.4 million compared to June 30, 2015, mainly due amortization of intangible assets. For the quarter ended September 30, 2015, basic and diluted weighted average common shares outstanding increased to 129.7 million and 130.2 million, respectively, compared to 91.6 million basic shares and 92.0 million diluted shares, for the quarter ended June 30, 2015. The increase was mainly due to shares issued on June 30, 2015 in the HVB Merger. Total shares outstanding at September 30, 2015 were 129.8 million.

Consolidated tangible equity to tangible assets was 8.30% at September 30, 2015 and the Company’s estimated Tier 1 leverage ratio was 9.13%. Sterling National Bank remained well capitalized at September 30, 2015 with an estimated Tier 1 leverage ratio of 9.80%.

Sterling Bancorp will host a teleconference and webcast on Tuesday, October 27, 2015 at 10:30 AM eastern daylight savings time to discuss the Company’s results. Interested parties are invited to listen to the webcast and view accompanying slides on the Company’s website at www.sterlingbancorp.com. Analysts are invited to listen by dialing (855) 877-0343, Conference ID #49976607. A replay of the teleconference can be accessed through the Company’s website.

4



About Sterling Bancorp
Sterling Bancorp, with its principal subsidiary Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Sterling Bancorp website at www.sterlingbancorp.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may concern Sterling Bancorp’s current expectations about its future results, plans, operations and prospects and involve certain risks, including the following: delays in integrating the Sterling Bancorp and Hudson Valley Holding Corp. business or fully realizing cost savings and other benefits; inflation; the effects of, and changes in, trade; changes in asset quality and credit risk; introduction, withdrawal, success and timing of business initiatives; capital management activities; customer disintermediation; and the success of Sterling Bancorp in managing those risks. Other factors that could cause Sterling Bancorp’s actual results to differ from those indicated in forward-looking statements are included in the “Risk Factors” section of Sterling Bancorp’s filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

Financial information contained in this release should be considered to be an estimate pending the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2015. While the Company is not aware of any need to revise the results disclosed in this release, accounting literature may require information received by management between the date of this release and the filing of the Quarterly Report on Form 10-Q to be reflected in the results of the period, even though the new information was received by management subsequent to the date of this release.


5

Sterling Bancorp and Subsidiaries                                        CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION                        (unaudited, in thousands, except share and per share data)    

 
 
9/30/2014
 
12/31/2014
 
9/30/2015
Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
177,619

 
$
121,520

 
$
318,139

Investment securities
 
1,689,888

 
1,713,183

 
2,527,992

Loans held for sale
 
17,846

 
46,599

 
66,506

Portfolio loans:
 
 
 
 
 
 
Residential mortgage
 
570,431

 
529,766

 
721,606

Commercial real estate
 
1,817,576

 
1,842,821

 
3,320,693

Commercial and industrial
 
2,076,474

 
2,145,644

 
3,015,043

Acquisition, development and construction
 
92,149

 
96,995

 
177,062

Consumer
 
203,808

 
200,415

 
291,228

Total portfolio loans
 
4,760,438

 
4,815,641

 
7,525,632

Allowance for loan losses
 
(40,612
)
 
(42,374
)
 
(47,611
)
Portfolio loans, net
 
4,719,826

 
4,773,267

 
7,478,021

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank Stock, at cost
 
66,085

 
75,437

 
89,626

Accrued interest receivable
 
19,667

 
19,301

 
31,092

Premises and equipment, net
 
43,286

 
46,156

 
63,508

Goodwill
 
388,926

 
388,926

 
670,699

Other intangibles
 
45,278

 
43,332

 
80,830

Bank owned life insurance
 
119,486

 
150,522

 
195,741

Other real estate owned
 
7,580

 
5,867

 
11,831

Other assets
 
41,900

 
40,712

 
63,408

Total assets
 
$
7,337,387

 
$
7,424,822

 
$
11,597,393

Liabilities:
 
 
 
 
 
 
Deposits
 
$
5,298,654

 
$
5,212,325

 
$
8,805,411

FHLB borrowings
 
795,028

 
1,003,209

 
806,970

Other borrowings
 
45,639

 
9,846

 
42,286

Senior notes
 
98,402

 
98,498

 
98,792

Mortgage escrow funds
 
4,494

 
4,167

 
13,865

Other liabilities
 
134,032

 
121,577

 
177,865

Total liabilities
 
6,376,249

 
6,449,622

 
9,945,189

Stockholders’ equity
 
961,138

 
975,200

 
1,652,204

Total liabilities and stockholders’ equity
 
$
7,337,387

 
$
7,424,822

 
$
11,597,393

 
 
 
 
 
 
 
Shares of common stock outstanding at period end
 
83,628,267

 
83,927,572

 
129,769,569

Book value per share
 
$
11.49

 
$
11.62

 
$
12.73

Tangible book value per share
 
6.30

 
6.47

 
6.94



6

Sterling Bancorp and Subsidiaries                                        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share data)    

 
 For the three months ended
 
For the nine months ended
 
9/30/2014
 
6/30/2015
 
9/30/2015
 
9/30/2014
 
9/30/2015
Interest and dividend income:
 
 
 
 
 
 
 
 
 
Loans and loan fees
$
55,793

 
$
59,744

 
$
87,774

 
$
160,294

 
$
202,789

Securities taxable
7,587

 
8,423

 
11,114

 
23,166

 
27,168

Securities non-taxable
2,866

 
2,900

 
3,169

 
8,291

 
8,936

Other earning assets
863

 
880

 
1,241

 
2,445

 
3,023

Total interest income
67,109

 
71,947

 
103,298

 
194,196

 
241,916

Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
2,421

 
3,359

 
5,299

 
7,135

 
11,749

Borrowings
5,055

 
5,014

 
4,645

 
14,949

 
14,372

Total interest expense
7,476

 
8,373

 
9,944

 
22,084

 
26,121

Net interest income
59,633

 
63,574

 
93,354

 
172,112

 
215,795

Provision for loan losses
5,350

 
3,100

 
5,000

 
16,100

 
10,200

Net interest income after provision for loan losses
54,283

 
60,474

 
88,354

 
156,012

 
205,595

Non-interest income:
 
 
 
 
 
 
 
 
 
Accounts receivable / factoring commissions and other fees
3,814

 
4,435

 
4,761

 
10,927

 
12,698

Mortgage banking income
2,160

 
2,530

 
2,956

 
6,470

 
8,643

Deposit fees and service charges
3,850

 
3,639

 
4,450

 
11,651

 
11,628

Net gain on sale of securities
33

 
697

 
2,726

 
1,287

 
4,958

Bank owned life insurance
791

 
1,074

 
1,293

 
1,469

 
3,443

Investment management fees
446

 
316

 
844

 
2,540

 
1,520

Other
1,192

 
1,166

 
1,772

 
3,828

 
3,778

Total non-interest income
12,286

 
13,857

 
18,802

 
38,172

 
46,668

Non-interest expense:
 
 
 
 
 
 
 
 
 
Compensation and benefits
22,110

 
22,667

 
29,238

 
70,755

 
75,070

Stock-based compensation plans
1,006

 
1,128

 
1,064

 
2,712

 
3,300

Occupancy and office operations
7,148

 
7,453

 
9,576

 
21,393

 
23,610

Amortization of intangible assets
2,511

 
1,780

 
3,431

 
7,533

 
6,611

FDIC insurance and regulatory assessments
1,619

 
1,384

 
2,281

 
4,981

 
5,093

Other real estate owned, net (income) expense
214

 
40

 
183

 
(605
)
 
187

Merger-related expense

 
14,625

 

 
388

 
17,079

Defined benefit plan termination charge

 

 
13,384

 
1,486

 
13,384

Other
9,172

 
36,582

 
12,158

 
26,765

 
58,564

Total non-interest expense
43,780

 
85,659

 
71,315

 
135,408

 
202,898

Income (loss) before income tax expense
22,789

 
(11,328
)
 
35,841

 
58,776

 
49,365

Income tax expense (benefit)
6,452

 
(3,682
)
 
11,648

 
17,096

 
16,043

Net income (loss)
$
16,337

 
$
(7,646
)
 
$
24,193

 
$
41,680

 
$
33,322

Weighted average common shares:
 
 
 
 
 
 
 
 
 
Basic
83,610,943

 
91,565,972

 
129,733,911

 
83,051,192

 
102,655,566

Diluted
83,883,461

 
91,950,776

 
130,192,937

 
83,316,086

 
103,069,057

Earnings per common share:
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.20

 
$
(0.08
)
 
$
0.19

 
$
0.50

 
$
0.32

Diluted earnings per share
0.19

 
(0.08
)
 
0.19

 
0.50

 
0.32

Dividends declared per share
0.07

 
0.07

 
0.07

 
0.21

 
0.21


7

Sterling Bancorp and Subsidiaries                                        SELECTED FINANCIAL DATA
(unaudited, in thousands, except share and per share data)    

 
As of and for the Quarter Ended
End of Period
9/30/2014
 
12/31/2014
 
3/31/2015
 
6/30/2015
 
9/30/2015
Total assets
$
7,337,387

 
$
7,424,822

 
$
7,727,515

 
$
11,566,382

 
$
11,597,393

Securities available for sale
1,110,813

 
1,140,846

 
1,214,404

 
2,081,414

 
1,854,862

Securities held to maturity
579,075

 
572,337

 
585,633

 
585,196

 
673,130

Total portfolio loans
4,760,438

 
4,815,641

 
4,938,906

 
7,235,587

 
7,525,632

Goodwill
388,926

 
388,926

 
400,941

 
669,590

 
670,699

Other intangibles
45,278

 
43,332

 
51,757

 
84,309

 
80,830

Deposits
5,298,654

 
5,212,325

 
5,555,946

 
8,836,161

 
8,805,411

Municipal deposits (included above)
992,761

 
883,350

 
1,013,835

 
1,212,624

 
1,352,846

Borrowings
939,069

 
1,111,553

 
980,978

 
914,921

 
948,048

Stockholders’ equity
961,138

 
975,200

 
1,080,543

 
1,623,110

 
1,652,204

Tangible equity
526,934

 
542,942

 
627,845

 
869,211

 
900,675

Average Balances
 
 
 
 
 
 
 
 
 
Total assets
$
7,217,649


$
7,340,332

 
$
7,438,314


$
8,049,220

 
$
11,242,870

Loans, gross:
 
 
 
 
 
 
 
 
 
   Residential mortgage
548,146

 
566,705

 
531,421

 
539,569

 
780,373

   Commercial real estate
1,736,441

 
1,850,168

 
1,908,582

 
2,040,094

 
3,253,183

   Commercial and industrial
1,966,359

 
2,038,784

 
2,068,394

 
2,326,902

 
2,831,253

   Acquisition, development and construction
97,863

 
95,727

 
97,865

 
97,197

 
173,898

   Consumer
202,940

 
204,631

 
200,504

 
202,044

 
292,852

Loans, total 1
4,580,178

 
4,756,015

 
4,806,766

 
5,205,806

 
7,331,559

Securities (taxable)
1,349,126

 
1,355,104

 
1,379,861

 
1,527,872

 
1,967,600

Securities (non-taxable)
361,766

 
366,017

 
386,326

 
380,544

 
446,875

Total earning assets
6,430,467

 
6,629,115

 
6,736,422

 
7,309,667

 
10,038,831

Deposits:
 
 
 
 
 
 
 
 
 
   Non-interest bearing demand
1,636,583

 
1,626,341

 
1,503,692

 
1,548,844

 
3,234,450

   Interest bearing demand
732,699

 
756,217

 
775,714

 
823,471

 
1,418,803

   Savings (including mortgage escrow funds)
647,103

 
685,142

 
766,448

 
802,956

 
950,709

   Money market
1,566,669

 
1,817,091

 
1,851,839

 
1,922,805

 
2,548,181

   Certificates of deposit
520,899

 
457,996

 
452,594

 
536,394

 
539,765

Total deposits and mortgage escrow
5,103,953

 
5,342,787

 
5,350,287

 
5,634,470

 
8,691,908

Borrowings
1,064,137

 
902,299

 
955,677

 
1,234,958

 
772,777

Equity
956,166

 
973,089

 
1,031,809

 
1,100,897

 
1,639,458

Tangible equity
522,025

 
539,693

 
592,839

 
645,577

 
886,757

Condensed Tax Equivalent Income Statement
 
 
 
Interest and dividend income
$
67,109

 
$
68,087

 
$
66,672

 
$
71,947

 
$
103,298

Tax equivalent adjustment2
1,543

 
1,546

 
1,544

 
1,562

 
1,707

Interest expense
7,476

 
7,850

 
7,805

 
8,373

 
9,944

Net interest income (tax equivalent)
61,176

 
61,783

 
60,411

 
65,136

 
95,061

Provision for loan losses
5,350

 
3,000

 
2,100

 
3,100

 
5,000

Net interest income after provision for loan losses
55,826

 
58,783

 
58,311

 
62,036

 
90,061

Non-interest income
12,286

 
13,957

 
14,010

 
13,857

 
18,802

Non-interest expense
43,780

 
45,814

 
45,921

 
85,659

 
71,315

Income (loss) before income tax expense
24,332

 
26,926

 
26,400

 
(9,766
)
 
37,548

Income tax expense (benefit) (tax equivalent)
7,995

 
9,922

 
9,622

 
(2,120
)
 
13,355

Net income (loss)
$
16,337

 
$
17,004

 
$
16,778

 
$
(7,646
)
 
$
24,193

1 Includes loans held for sale, excludes allowance for loan losses.
2Tax exempt income assumed at a statutory 35% federal tax rate.

8

Sterling Bancorp and Subsidiaries                                        SELECTED FINANCIAL DATA
(unaudited, in thousands, except share and per share data)    

 
For the Quarter Ended
Per Share Data
9/30/2014
 
12/31/2014

 
3/31/2015

 
6/30/15
 
9/30/2015

Basic earnings per share
$
0.20

 
$
0.20

 
$
0.19

 
$
(0.08
)
 
$
0.19

Diluted earnings per share
0.19

 
0.20

 
0.19

 
(0.08
)
 
0.19

Dividends declared per share
0.07

 
0.07

 
0.07

 
0.07

 
0.07

Tangible book value per share
6.30

 
6.47

 
6.89

 
6.70

 
6.94

Shares of common stock outstanding
83,628,267

 
83,927,572

 
91,121,531

 
129,709,834

 
129,769,569

Basic weighted average common shares outstanding
83,610,943

 
83,831,380

 
87,839,029

 
91,565,972

 
129,733,911

Diluted weighted average common shares outstanding
83,883,461

 
84,194,916

 
88,252,768

 
91,950,776

 
130,192,937

Performance Ratios (annualized)
 
 
 
 
 
 
 
 
 
Return on average assets
0.90
%
 
0.92
%
 
0.91
%
 
(0.38
)%
 
0.85
%
Return on average equity
6.78
%
 
6.93
%
 
6.59
%
 
(2.79
)%
 
5.85
%
Return on average tangible equity 1
12.42
%
 
12.50
%
 
11.48
%
 
(4.75
)%
 
10.82
%
Core operating efficiency 1
54.7
%
 
54.0
%
 
56.4
%
 
52.6
%
 
49.0
%
Analysis of Net Interest Income
 
 
 
 
 
 
 
 
 
Yield on loans
4.83
%
 
4.74
%
 
4.66
%
 
4.60
%
 
4.75
%
Yield on investment securities - tax equivalent2
2.78
%
 
2.73
%
 
2.79
%
 
2.71
%
 
2.63
%
Yield on earning assets - tax equivalent2
4.24
%
 
4.17
%
 
4.11
%
 
4.03
%
 
4.15
%
Cost of deposits
0.19
%
 
0.21
%
 
0.23
%
 
0.24
%
 
0.24
%
Cost of borrowings
1.88
%
 
2.21
%
 
2.00
%
 
1.63
%
 
2.38
%
Cost of interest bearing liabilities
0.65
%
 
0.67
%
 
0.66
%
 
0.63
%
 
0.63
%
Net interest rate spread - tax equivalent basis2
3.59
%
 
3.50
%
 
3.45
%
 
3.40
%
 
3.52
%
Net interest margin - tax equivalent basis2
3.77
%
 
3.70
%
 
3.64
%
 
3.57
%
 
3.76
%
Capital
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio - Company (estimated)
8.12
%
 
8.21
%
 
9.46
%
 
12.86
%
 
9.13
%
Tier 1 leverage ratio - Bank only (estimated)
9.34
%
 
9.38
%
 
10.53
%
 
13.81
%
 
9.80
%
Tier 1 risk-based capital - Bank only (estimated)
$
636,327

 
$
651,204

 
$
739,580

 
$
1,015,470

 
$
1,032,930

Total risk-based capital - Bank only (estimated)
676,939

 
693,973

 
782,859

 
1,060,333

 
1,081,086

Tangible equity as a % of tangible assets - consolidated 1
7.63
%
 
7.76
%
 
8.63
%
 
8.04
%
 
8.30
%
Asset Quality
 
 
 
 
 
 
 
 
 
Non-performing loans (NPLs) non-accrual
$
49,562

 
$
45,859

 
$
45,476

 
$
68,419

 
$
67,390

Non-performing loans (NPLs) still accruing
1,401

 
783

 
972

 
611

 
282

Other real estate owned
7,580

 
5,867

 
8,231

 
9,575

 
11,831

Non-performing assets (NPAs)
58,543

 
52,509

 
54,679

 
78,605

 
79,503

Net charge-offs
1,088

 
1,238

 
1,590

 
1,667

 
1,706

Net charge-offs as a % of average loans (annualized)
0.09
%
 
0.10
%
 
0.13
%
 
0.13
%
 
0.09
%
NPLs as a % of total loans
1.07
%
 
0.97
%
 
0.94
%
 
0.95
%
 
0.90
%
NPAs as a % of total assets
0.80
%
 
0.71
%
 
0.71
%
 
0.68
%
 
0.69
%
Allowance for loan losses as a % of NPLs
79.7
%
 
90.8
%
 
92.3
%
 
64.2
%
 
70.4
%
Allowance for loan losses as a % of total loans
0.85
%
 
0.88
%
 
0.87
%
 
0.61
%
 
0.63
%
Special mention loans
$
39,553

 
$
31,318

 
$
26,057

 
$
65,421

 
$
91,076

Substandard / doubtful loans
73,093

 
74,901

 
74,252

 
125,994

 
120,836

1 See reconciliation of non-GAAP measure on following page.
 
 
 
 
2Tax exempt income assumed at a statutory 35% federal tax rate.
 
 
 
 
 
 

9

Sterling Bancorp and Subsidiaries    
QUARTERLY YIELD TABLE                                    
(unaudited, in thousands, except share and per share data)

 
For the three months ended
 
9/30/2015
 
6/30/2015
 
Average
balance
 
Interest
 
Yield/Rate
 
Average
balance
 
Interest
 
Yield/Rate
 
(Dollars in thousands)
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
6,258,334

 
$
77,150

 
4.89
%
 
$
4,464,193

 
$
51,805

 
4.65
%
Consumer loans
292,852

 
3,294

 
4.46
%
 
202,044

 
1,975

 
3.92
%
Residential mortgage loans
780,373

 
7,330

 
3.76
%
 
539,569

 
5,964

 
4.43
%
Total net loans (1)
7,331,559

 
87,774

 
4.75
%
 
5,205,806

 
59,744

 
4.60
%
Securities taxable
1,967,600

 
11,114

 
2.24
%
 
1,527,872

 
8,423

 
2.21
%
Securities non-taxable
446,875

 
4,876

 
4.33
%
 
380,544

 
4,462

 
4.70
%
Interest earning deposits
211,723

 
131

 
0.25
%
 
114,128

 
48

 
0.17
%
FRB and FHLB stock
81,074

 
1,110

 
5.43
%
 
81,317

 
832

 
4.10
%
Total securities and other earning assets
2,707,272

 
17,231

 
2.53
%
 
2,103,861

 
13,765

 
2.62
%
Total interest earning assets
10,038,831

 
105,005

 
4.15
%
 
7,309,667

 
73,509

 
4.03
%
Non-interest earning assets
1,204,039

 
 
 
 
 
739,553

 
 
 
 
Total assets
$
11,242,870

 
 
 
 
 
$
8,049,220

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
$
1,418,803

 
$
923

 
0.26
%
 
$
823,471

 
$
207

 
0.10
%
Savings deposits (2)
950,709

 
564

 
0.24
%
 
802,956

 
482

 
0.24
%
Money market deposits
2,548,181

 
2,961

 
0.46
%
 
1,922,805

 
1,931

 
0.40
%
Certificates of deposit
539,765

 
851

 
0.63
%
 
536,394

 
739

 
0.55
%
Total interest bearing deposits
5,457,458

 
5,299

 
0.39
%
 
4,085,626

 
3,359

 
0.33
%
Senior notes
98,727

 
1,474

 
5.97
%
 
98,629

 
1,473

 
5.99
%
Other borrowings
674,050

 
3,171

 
1.87
%
 
1,136,329

 
3,541

 
1.25
%
Total interest bearing liabilities
6,230,235

 
9,944

 
0.63
%
 
5,320,584

 
8,373

 
0.63
%
Non-interest bearing deposits
3,234,450

 
 
 
 
 
1,548,844

 
 
 
 
Other non-interest bearing liabilities
138,727

 
 
 
 
 
78,895

 
 
 
 
Total liabilities
9,603,412

 
 
 
 
 
6,948,323

 
 
 
 
Stockholders’ equity
1,639,458

 
 
 
 
 
1,100,897

 
 
 
 
Total liabilities and stockholders’ equity
$
11,242,870

 
 
 
 
 
$
8,049,220

 
 
 
 
Net interest rate spread (3)
 
 
 
 
3.52
%
 
 
 
 
 
3.40
%
Net interest earning assets (4)
$
3,808,596

 
 
 
 
 
 
 
 
 
 
Net interest margin
 
 
95,061

 
3.76
%
 
 
 
65,136

 
3.57
%
Less tax equivalent adjustment
 
 
(1,707
)
 
 
 
 
 
(1,562
)
 
 
Net interest income
 
 
$
93,354

 
 
 
 
 
$
63,574

 
 
Ratio of interest earning assets to interest bearing liabilities
161.1
%
 
 
 
 
 
137.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
________________________________
(1) Includes the effect of net deferred loan origination fees and costs, allowance for loan losses and non-accrual loans. Includes prepayment fees and late charges.
(2) Includes interest bearing mortgage escrow balances.
(3) Net interest rate spread represents the difference between the tax equivalent yield on average interest earning assets and the cost of average interest bearing liabilities.
(4) Net interest earning assets represents total interest earning assets less total interest bearing liabilities.


10

Sterling Bancorp and Subsidiaries                                         NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands, except share and per share data)    

 
As of and for the Quarter Ended
 
9/30/2014
 
12/31/2014
 
3/31/2015
 
6/30/2015
 
9/30/2015
The Company provides supplemental reporting of non-GAAP measures as management believes this information is useful to investors.
The following table shows the reconciliation of stockholders’ equity to tangible equity and the tangible equity ratio:
Total assets
$
7,337,387

 
$
7,424,822

 
$
7,727,515

 
$
11,566,382

 
$
11,597,393

Goodwill and other intangibles
(434,204
)
 
(432,258
)
 
(452,698
)
 
(753,899
)
 
(751,529
)
Tangible assets
6,903,183

 
6,992,564

 
7,274,817

 
10,812,483

 
10,845,864

Stockholders’ equity
961,138

 
975,200

 
1,080,543

 
1,623,110

 
1,652,204

Goodwill and other intangibles
(434,204
)
 
(432,258
)
 
(452,698
)
 
(753,899
)
 
(751,529
)
Tangible stockholders’ equity
526,934

 
542,942

 
627,845

 
869,211

 
900,675

Common stock outstanding at period end
83,628,267

 
83,927,572

 
91,121,531

 
129,709,834

 
129,769,569

Tangible equity as a % of tangible assets
7.63
%
 
7.76
%
 
8.63
%
 
8.04
%
 
8.30
%
Tangible book value per share
$
6.30

 
$
6.47

 
$
6.89

 
$
6.70

 
$
6.94

The Company believes that tangible equity is useful as a tool to help assess the Company’s capital position.
 
The following table shows the reconciliation of return on average tangible equity and core return on average tangible equity:
Average stockholders’ equity
$
956,166

 
$
973,089

 
$
1,031,809

 
$
1,100,897

 
$
1,639,458

Average goodwill and other intangibles
(434,141
)
 
(433,396
)
 
(438,970
)
 
(455,320
)
 
(752,701
)
Average tangible stockholders’ equity
522,025

 
539,693

 
592,839

 
645,577

 
886,757

Net income (loss)
16,337

 
17,004

 
16,778

 
(7,646
)
 
24,193

Net income (loss), if annualized
64,815

 
67,462

 
68,044

 
(30,668
)
 
95,983

Return on average tangible equity
12.42
%
 
12.50
%
 
11.48
%
 
(4.75
)%
 
10.82
%
Core net income (see reconciliation on page 12)
$
18,166

 
$
19,615

 
$
18,501

 
$
21,361

 
$
32,035

Annualized core net income
72,072

 
77,820

 
75,032

 
85,679

 
127,095

Core return on average tangible equity
13.81
%
 
14.42
%
 
12.66
%
 
13.27
%
 
14.33
%
The Company believes that the return on average tangible stockholders’ equity is useful as a tool to help assess the Company’s use of tangible equity.
 
 
 
 
 
 
 
 
 
 
The following table shows the reconciliation of return on tangible assets and core return on tangible assets:
Average assets
$
7,217,649

 
$
7,340,332

 
$
7,438,314

 
$
8,049,220

 
$
11,242,870

Average goodwill and other intangibles
(434,141
)
 
(433,396
)
 
(438,970
)
 
(455,320
)
 
(752,701
)
Average tangible assets
6,783,508

 
6,906,936

 
6,999,344

 
7,593,900

 
10,490,169

Net income (loss)
16,337

 
17,004

 
16,778

 
(7,646
)
 
24,193

Annualized net income (loss)
64,815

 
67,462

 
68,044

 
(30,668
)
 
95,983

Return on average tangible assets
0.96
%
 
0.98
%
 
0.97
%
 
(0.40
)%
 
0.91
%
Core net income (see reconciliation on page 12)
$
18,166

 
$
19,615

 
$
18,501

 
$
21,361

 
$
32,035

Annualized core net income
72,072

 
77,820

 
75,032

 
85,679

 
127,095

Core return on average tangible assets
1.06
%
 
1.13
%
 
1.07
%
 
1.13
 %
 
1.21
%
The Company believes that the core return on average tangible assets is a useful tool to help assess the Company’s profitability.








11

Sterling Bancorp and Subsidiaries                                         NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands, except share and per share data)    

 
 
 
 
 
 
 
 
 
 
 
 
As of and for the Quarter Ended
 
9/30/2014
 
12/31/2014
 
3/31/2015
 
6/30/2015
 
9/30/2015
The following table shows the reconciliation of the core operating efficiency ratio:
Net interest income
$
59,633

 
$
60,237

 
$
58,867

 
$
63,574

 
$
93,354

Non-interest income
12,286

 
13,957

 
14,010

 
13,857

 
18,802

Total net revenue
71,919


74,194


72,877


77,431

 
112,156

Tax equivalent adjustment on securities interest income
1,543

 
1,546

 
1,544

 
1,562

 
1,707

Net (gain) loss on sale of securities
(33
)
 
43

 
(1,534
)
 
(697
)
 
(2,726
)
Core total revenue
73,429

 
75,783

 
72,887

 
78,296

 
111,137

Non-interest expense
43,780

 
45,814

 
45,921

 
85,659

 
71,315

Merger-related expense

 
(502
)
 
(2,455
)
 
(14,625
)
 

Charge for asset write-downs, banking systems conversion, retention and severance
(1,103
)
 
(2,493
)
 
(971
)
 
(28,055
)
 

Defined benefit plan termination charge

 

 

 

 
(13,384
)
Amortization of intangible assets
(2,511
)
 
(1,873
)
 
(1,399
)
 
(1,780
)
 
(3,431
)
Core non-interest expense
40,166

 
40,946

 
41,096

 
41,199

 
54,500

Core operating efficiency ratio
54.7
%
 
54.0
%
 
56.4
%
 
52.6
%
 
49.0
%
The Company believes the core operating efficiency ratio is a useful tool to help assess the Company’s core operating performance.
 
 
 
 
 
 
 
 
 
 
The following table shows the reconciliation of core net income and core earnings per share:
Income (loss) before income tax expense
$
22,789


$
25,380


$
24,856


$
(11,328
)

$
35,841

Income tax expense (benefit)
6,452


8,376


8,078


(3,682
)

11,648

Net income (loss)
16,337


17,004


16,778


(7,646
)

24,193

 









Net (gain) loss on sale of securities
(33
)

43


(1,534
)

(697
)

(2,726
)
Merger-related expense


502


2,455


14,625



Charge for asset write-downs, banking systems conversion, retention and severance
1,103


2,493


971


28,055



Defined benefit plan termination charge








13,384

Amortization of non-compete agreements and acquired customer lists
1,497


859


660


991


961

Total charges
2,567


3,897


2,552


42,974


11,619

Income tax (benefit)
(738
)

(1,286
)

(829
)

(13,967
)

(3,777
)
Total non-core charges net of taxes
1,829


2,611


1,723


29,007


7,842

Core net income
$
18,166


$
19,615


$
18,501


$
21,361


$
32,035

 









Weighted average diluted shares
83,883,461


84,194,916


88,252,768


91,950,776

 
130,192,937

Diluted EPS as reported
$
0.19


$
0.20


$
0.19


$
(0.08
)

$
0.19

Core diluted EPS (excluding total charges)
0.22


0.23


0.21


0.23


0.25

The Company believes the presentation of its net income excluding total charges provides a useful tool to help assess the Company’s profitability.


12