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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.


1



 
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:

4



 
 
 
 
 
 
 
 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.



5



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.

6

Sterling Financial Corporation
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.

7

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



8

Sterling Financial Corporation
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.

9

Sterling Financial Corporation
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

(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

(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
%



13

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
 %




15




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

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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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