UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________________to ___________________________________

Commission File Number: 1-5273-1

 

Sterling Bancorp

(Exact name of registrant as specified in its charter)


 

 

New York

12-2565216

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification)

 

 

650 Fifth Avenue, New York, N.Y.

10019-6108

(Address of principal executive offices)

(Zip Code)

212-757-3300
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (17 CFR § 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

Large Accelerated Filer o

Accelerated Filer x

 

Non-Accelerated Filer o

Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 o Yes x No

As of July 31, 2011 there were 30,924,832 shares of common stock,
$1.00 par value, outstanding.

 

 
 

STERLING BANCORP

 

 

 

 

 

 

 

 

 

 

Page

PART I FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Statements (Unaudited)

 

3

 

 

 

Notes to Consolidated Financial Statements

 

8

 

 

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

 

 

 

 

Overview

 

41

 

 

 

Income Statement Analysis

 

42

 

 

 

Balance Sheet Analysis

 

46

 

 

 

Capital

 

53

 

 

 

Recently Issued Accounting Pronouncements

 

54

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

54

 

 

 

Average Balance Sheets

 

55

 

 

 

Rate/Volume Analysis

 

57

 

 

 

Regulatory Capital and Ratios

 

59

 

 

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

 

 

 

 

 

 

Asset/Liability Management

 

60

 

 

 

Information Available on Our Web site

 

62

 

 

 

Interest Rate Sensitivity

 

63

 

 

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

64

 

 

 

 

 

 

 

PART II OTHER INFORMATION

 

 

 

 

 

 

 

 

 

 

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

 

65

 

 

 

 

 

 

 

 

Item 6.

Exhibits

 

65

 

 

 

 

 

 

 

SIGNATURES

 

66

 

 

 

 

 

 

 

EXHIBITS INDEX

 

67

 

 

 

 

 

 

 

 

Exhibit 11

Statement Re: Computation of Per Share Earnings

 

68

 

 

 

 

 

 

 

 

Exhibit 31.1

Certification of the CEO pursuant to Exchange Act Rule 13a-14(a)

 

69

 

 

 

 

 

 

 

 

Exhibit 31.2

Certification of the CFO pursuant to Exchange Act Rule 13a-14(a)

 

70

 

 

 

 

 

 

 

 

Exhibit 32.1

Certification of the CEO required by Section 1350 of Chapter 63 of Title 18 of the U.S. Code

 

71

 

 

 

 

 

 

 

 

Exhibit 32.2

Certification of the CFO required by Section 1350 of Chapter 63 of Title 18 of the U.S. Code

 

72

 

 

 

 

 

 

 

 

101.INS*

XBRL Instance Document.

 

 

 

 

 

 

 

 

 

 

101.SCH*

XBRL Taxonomy Extension Schema.

 

 

 

 

 

 

 

 

 

 

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase.

 

 

 

 

 

 

 

 

 

 

101.LAB*

XBRL Taxonomy Extension Presentation Linkbase.

 

 

 

 

 

 

 

 

 

 

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase.

 

 

 

 

 

 

 

 

 

 

101.DEF*

XBRL Taxonomy Definition Linkbase.

 

 

 

*  As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

2


STERLING BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

June 30,
2011

 

December 31,
2010

 

ASSETS

 

 

 

 

 

 

 

Cash and due from banks

 

$

39,906

 

$

26,824

 

Interest-bearing deposits with other banks

 

 

102,889

 

 

40,503

 

 

 

 

 

 

 

 

 

Securities available for sale (at estimated fair value; pledged: $74,196 in 2011 and $95,311 in 2010)

 

 

409,041

 

 

390,080

 

Securities held to maturity (pledged: $286,089 in 2011 and $212,606 in 2010) (estimated fair value: $480,729 in 2011 and $400,453 in 2010)

 

 

470,642

 

399,235

Total investment securities

 

 

879,683

 

789,315

 

 

 

 

 

 

 

 

Loans held for sale

 

 

25,154

 

32,049

Loans held in portfolio, net of unearned discounts

 

 

1,364,209

 

 

1,314,234

 

Less allowance for loan losses

 

 

18,535

 

18,238

Loans, net

 

 

1,345,674

 

1,295,996

 

 

 

 

 

 

 

 

Federal Reserve and Federal Home Loan Bank stock, at cost

 

 

8,744

 

 

9,365

 

Goodwill

 

 

22,901

 

 

22,901

 

Premises and equipment, net

 

 

22,384

 

 

15,909

 

Other real estate

 

 

2,004

 

 

182

 

Accrued interest receivable

 

 

9,399

 

 

8,280

 

Cash surrender value of life insurance policies

 

 

52,510

 

 

51,512

 

Other assets

 

 

70,836

 

67,621

 

 

$

2,582,084

$

2,360,457

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

$

602,240

 

$

570,290

 

Savings, NOW and money market deposits

 

 

636,203

 

 

562,207

 

Time deposits

 

 

762,351

 

615,267

Total deposits

 

 

2,000,794

 

1,747,764

Securities sold under agreements to repurchase - customers

 

 

29,236

 

 

23,016

 

Securities sold under agreements to repurchase - dealers

 

 

5,000

 

 

5,000

 

Federal funds purchased

 

 

 

 

15,000

 

Commercial paper

 

 

15,427

 

 

14,388

 

Short-term borrowings - other

 

 

23,865

 

 

3,490

 

Advances - FHLB

 

 

128,456

 

 

144,173

 

Long-term borrowings - subordinated debentures

 

 

25,774

 

25,774

Total borrowings

 

 

227,758

 

230,841

 

 

 

 

 

 

 

 

Accrued interest payable

 

 

974

 

 

1,314

 

Due to factored clients

 

 

70,615

 

 

91,543

 

Accrued expenses and other liabilities

 

 

62,687

 

66,253

Total liabilities

 

 

2,362,828

 

2,137,715

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Preferred stock, Series A, $5 par value; $1,000 liquidation value. Authorized 644,389 shares; issued -0- and 42,000 shares, respectively

 

 

 

 

40,602

 

Common stock, $1 par value. Authorized 50,000,000 shares; issued 35,225,110 and 31,138,545 shares, respectively

 

 

35,225

 

 

31,139

 

Warrants to purchase common stock

 

 

 

 

2,615

 

Capital surplus

 

 

270,621

 

 

236,437

 

Retained earnings

 

 

11,379

 

 

11,392

 

Accumulated other comprehensive loss

 

 

(11,389

)

 

(12,887

)

Common shares in treasury at cost, 4,300,278 and 4,297,782 shares, respectively

 

 

(86,580

)

 

(86,556

)

Total shareholders’ equity

 

 

219,256

 

 

222,742

 

 

 

$

2,582,084

$

2,360,457

See Notes to Consolidated Financial Statements.

3


STERLING BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

17,779

 

$

17,121

 

$

34,655

 

$

33,632

 

Investment securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

 

2,684

 

 

3,377

 

 

5,107

 

 

6,330

 

Held to maturity

 

 

3,482

 

 

3,890

 

 

6,879

 

 

8,302

 

FRB and FHLB stock

 

 

143

 

 

63

 

 

166

 

 

184

 

Deposits with other banks

 

 

22

 

 

24

 

 

57

 

43

Total interest income

 

 

24,110

 

24,475

 

46,864

 

48,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market

 

 

700

 

 

825

 

 

1,400

 

 

1,790

 

Time

 

 

1,382

 

 

1,637

 

 

2,742

 

 

3,312

 

Short-term borrowings

 

 

87

 

 

102

 

 

165

 

 

189

 

Advances - FHLB

 

 

500

 

 

849

 

 

1,164

 

 

1,720

 

Long-term borrowings - subordinated debentures

 

 

524

 

524

 

1,047

 

 

1,047

Total interest expense

 

 

3,193

 

3,937

 

6,518

 

8,058

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

20,917

 

 

20,538

 

 

40,346

 

 

40,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

3,000

 

 

5,500

 

 

6,000

 

 

11,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

 

17,917

 

 

15,038

 

 

34,346

 

 

28,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable management/factoring commissions and other fees

 

 

6,099

 

 

5,946

 

 

11,467

 

 

11,073

 

Mortgage banking income

 

 

1,600

 

 

1,496

 

 

3,775

 

 

3,173

 

Service charges on deposit accounts

 

 

1,432

 

 

1,548

 

 

2,803

 

 

3,021

 

Securities gains

 

 

380

 

 

746

 

 

1,109

 

 

2,248

 

Other income

 

 

1,357

 

 

1,625

 

 

3,156

 

 

2,948

Total noninterest income

 

 

10,868

 

11,361

 

22,310

 

22,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

14,465

 

 

13,661

 

 

28,725

 

 

26,823

 

Occupancy and equipment expenses, net

 

 

3,515

 

 

3,052

 

 

6,788

 

 

5,592

 

Deposit insurance

 

 

897

 

 

770

 

 

1,830

 

 

1,524

 

Professional fees

 

 

889

 

 

1,020

 

 

1,707

 

 

2,373

 

Other expenses

 

 

3,680

 

3,636

 

6,849

 

7,163

Total noninterest expenses

 

 

23,446

 

 

22,139

 

 

45,899

 

 

43,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

5,339

 

 

4,260

 

 

10,757

 

 

7,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

1,394

 

 

1,278

 

 

2,869

 

 

2,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

3,945

 

 

2,982

 

 

7,888

 

 

5,545

 

Dividends on preferred shares and accretion

 

 

189

 

 

644

 

 

833

 

 

1,280

 

Accelerated accretion from redemption of preferred shares

 

 

1,241

 

 

1,241

 

Net income available to common shareholders

 

$

2,515

$

2,338

$

5,814

$

4,265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,414,947

 

 

25,752,172

 

 

28,883,154

 

 

22,479,292

 

Diluted

 

 

30,414,947

 

 

25,752,172

 

 

28,883,154

 

 

22,484,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common shareholders, per average common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.09

 

$

0.20

 

$

0.19

 

Diluted

 

 

0.08

 

 

0.09

 

 

0.20

 

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

 

0.09

 

 

0.09

 

 

0.18

 

 

0.18

 

See Notes to Consolidated Financial Statements.

4


STERLING BANCORP AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net income

 

$

3,945

 

$

2,982

 

$

7,888

$

5,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on securities available for sale and other investments arising during the year

 

 

929

 

 

946

 

 

1,308

 

 

2,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for gains included in net income

 

 

(208

)

 

(408

)

 

(606

)

 

(1,228

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost

 

 

8

 

 

9

 

 

17

 

 

18

 

Net actuarial losses

 

 

390

 

 

424

 

779

 

837

Other comprehensive income

 

 

1,119

 

971

 

1,498

 

1,787

Comprehensive income

 

$

5,064

$

3,953

$

9,386

$

7,332

See Notes to Consolidated Financial Statements.

5


STERLING BANCORP AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

Preferred Stock

 

 

 

 

 

 

 

Balance at January 1,

 

$

40,602

 

$

40,113

 

Discount accretion

 

 

157

 

 

230

 

Redemption

 

 

(42,000

)

 

 

Accelerated accretion

 

 

1,241

 

 

 

Balance at June 30,

 

$

 

$

40,343

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

Balance at January 1,

 

$

31,139

 

$

22,227

 

Common shares issued

 

 

4,025

 

 

8,625

 

Restricted shares issued

 

 

61

 

 

84

 

Common shares issued under stock incentive plan

 

 

 

 

203

 

Balance at June 30,

 

$

35,225

 

$

31,139

 

 

 

 

 

 

 

 

 

Warrants to Purchase Common Stock

 

 

 

 

 

 

 

Balance at January 1,

 

$

2,615

 

$

2,615

 

Repurchase of warrants

 

 

(2,615

)

 

 

Balance at June 30,

 

$

 

$

2,615

 

 

 

 

 

 

 

 

 

Capital Surplus

 

 

 

 

 

 

 

Balance at January 1,

 

$

236,437

 

$

178,734

 

Common shares issued

 

 

32,429

 

 

56,256

 

Restricted shares issued

 

 

(61

)

 

(84

)

Repurchase of warrants

 

 

1,670

 

 

 

Common shares issued under stock incentive plan and related tax benefits

 

 

 

 

1,274

 

Stock option compensation and restricted stock expense

 

 

146

 

 

118

 

Balance at June 30,

 

$

270,621

 

$

236,298

 

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

Balance at January 1,

 

$

11,392

 

$

15,828

 

Net income

 

 

7,888

 

 

5,545

 

Cash dividends paid - preferred shares

 

 

(945

)

 

(1,050

)

Cash dividends paid - common shares

 

 

(5,558

)

 

(4,045

)

Discount accretion on series A preferred stock

 

 

(157

)

 

(230

)

Accelerated accretion - preferred shares

 

 

(1,241

)

 

 

Balance at June 30,

 

$

11,379

 

$

16,048

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

Balance at January 1,

 

$

(12,887

)

$

(12,399

)

Other comprehensive income, net of tax

 

 

1,498

 

 

1,787

 

Balance at June 30,

 

$

(11,389

)

$

(10,612

)

 

 

 

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

 

Balance at January 1,

 

$

(86,556

)

$

(85,168

)

Surrender of shares issued under stock incentive plan

 

 

(24

)

 

(1,388

)

Balance at June 30,

 

$

(86,580

)

$

(86,556

)

 

 

 

 

 

 

 

 

Total Shareholders’ Equity

 

 

 

 

 

 

 

Balance at January 1,

 

$

222,742

 

$

161,950

 

Net changes during the period

 

 

(3,486

)

 

67,325

 

Balance at June 30,

 

$

219,256

 

$

229,275

 

See Notes to Consolidated Financial Statements.

6


STERLING BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

Operating Activities

 

 

 

 

 

 

 

Net Income

 

$

7,888

 

$

5,545

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

Provision for loan losses

 

 

6,000

 

 

11,500

 

Depreciation and amortization of premises and equipment

 

 

1,497

 

 

1,171

 

Securities gains

 

 

(1,109

)

 

(2,248

)

Income from life insurance policies, net

 

 

(216

)

 

(357

)

Deferred income tax benefit

 

 

(498

)

 

(1,266

)

Proceeds from sale of loans

 

 

188,026

 

 

199,807

 

Gains on sales of loans, net

 

 

(3,787

)

 

(3,184

)

Originations of loans held for sale

 

 

(178,286

)

 

(204,690

)

Amortization of premiums on securities

 

 

4,686

 

 

2,379

 

Accretion of discounts on securities

 

 

(219

)

 

(350

)

Increase in accrued interest receivable

 

 

(1,119

)

 

(1,109

)

(Decrease) Increase in accrued interest payable

 

 

(340

)

 

331

 

Decrease in due to factored clients

 

 

(20,928

)

 

(4,483

)

(Decrease) Increase in accrued expenses and other liabilities

 

 

(2,132

)

 

4,421

 

(Increase) Decrease in other assets

 

 

(3,538

)

 

50

 

Gain on other real estate owned

 

 

(5

)

 

(28

)

Net cash (used in) provided by operating activities

 

 

(4,080

)

 

7,489

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Purchase of premises and equipment

 

 

(7,972

)

 

(5,964

)

Net (increase) decrease in interest-bearing deposits with other banks

 

 

(62,386

)

 

24,530

 

Net increase in loans held in portfolio

 

 

(52,151

)

 

(31,161

)

Net increase in short-term factored receivables

 

 

(4,488

)

 

(20,726

)

Decrease in other real estate

 

 

86

 

 

728

 

Proceeds from prepayments, redemptions or maturities of securities - held to maturity

 

 

27,866

 

 

32,908

 

Purchases of securities - held to maturity

 

 

(159,305

)

 

(49,591

)

Proceeds from calls of securities - held to maturity

 

 

60,000

 

 

66,880

 

Proceeds from prepayments, redemptions or maturities of securities - available for sale

 

 

143,251

 

 

113,116

 

Purchases of securities - available for sale

 

 

(305,318

)

 

(510,083

)

Proceeds from calls/sales of securities - available for sale

 

 

140,005

 

 

266,800

 

Proceeds from redemptions or maturities of securities - FHLB & FRB stock

 

 

831

 

 

945

 

Purchases of securities - FHLB & FRB stock

 

 

(210

)

 

(960

)

Net cash used in investing activities

 

 

(219,791

)

 

(112,578

)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Net increase (decrease) in noninterest-bearing demand deposits

 

 

31,950

 

 

(21,095

)

Net increase (decrease) in savings, NOW and money market deposits

 

 

73,996

 

 

(65,314

)

Net increase in time deposits

 

 

147,084

 

 

147,216

 

Net decrease in Federal funds purchased

 

 

(15,000

)

 

(31,000

)

Net increase in securities sold under agreements to repurchase

 

 

6,220

 

 

39,916

 

Net increase (decrease) in commercial paper and other short-term borrowings

 

 

21,414

 

 

(11,966

)

Decrease in long-term borrowings

 

 

(15,717

)

 

(5,118

)

Proceeds from exercise of stock options

 

 

 

 

263

 

Proceeds from issuance of common stock

 

 

36,454

 

 

64,882

 

Cash dividends paid on preferred stock

 

 

(945

)

 

(1,050

)

Cash dividends paid on common stock

 

 

(5,558

)

 

(4,045

)

Net repayment redemption of preferred stock and common stock warrants

 

 

(42,945

)

 

 

Net cash provided by financing activities

 

 

236,953

 

 

112,689

 

 

 

 

 

 

 

 

 

Net increase in cash and due from banks

 

 

13,082

 

 

7,600

 

Cash and due from banks - beginning of period

 

 

26,824

 

 

24,911

 

 

 

 

 

 

 

 

 

Cash and due from banks - end of period

 

$

39,906

 

$

32,511

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Interest paid

 

$

6,858

 

$

7,727

 

Income taxes paid

 

 

3,458

 

 

3,129

 

Loans held for sale transferred to portfolio

 

 

942

 

 

904

 

Loans transferred to other real estate

 

 

1,903

 

 

76

 

See Notes to Consolidated Financial Statements.

7


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Significant Accounting Policies

Nature of Operations. Sterling Bancorp (the “parent company”) is a financial holding company, pursuant to an election made under the Gramm-Leach-Bliley Act of 1999. Throughout the notes, the term the “Company” refers to Sterling Bancorp and its subsidiaries and the term the “bank” refers to Sterling National Bank and its subsidiaries. The Company provides a full range of financial products and services, including business and consumer loans, commercial and residential mortgage lending and brokerage, mortgage warehouse lending, asset-based financing, factoring/accounts receivable management services, trade financing, equipment financing and deposit services. The Company has operations principally in New York and conducts business throughout the United States.

The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) which principally consist of the Financial Accounting Standards Board Accounting Standards Codification (“FASB Codification”). FASB Codification Topic 105: Generally Accepted Accounting Principles establishes the FASB codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative guidance for SEC registrants. All guidance contained in the FASB Codification carries an equal level of authority. All non-grandfathered, non-SEC accounting literature not included in the FASB Codification is superseded and deemed non-authoritative.

Basis of Presentation. The consolidated financial statements include the accounts of Sterling Bancorp and its subsidiaries, principally the bank, after elimination of intercompany transactions. The consolidated financial statements as of and for the interim periods ended June 30, 2011 and 2010 are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of such periods have been made. Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current presentation. Throughout the notes, dollar amounts presented in tables are in thousands, except per share data. The interim consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”).

Use of Estimates. The preparation of financial statements in accordance with U.S. GAAP requires management to make assumptions and estimates which impact the amounts reported in those statements and are, by their nature, subject to change in the future as additional information becomes available or as circumstances vary. Actual results could differ from management’s current estimates as a result of changing conditions and future events. The current economic environment has increased the degree of uncertainty inherent in these significant estimates. Several accounting estimates are particularly critical and are susceptible to significant near-term change, including the allowance for loan losses and asset impairment judgments, such as other-than-temporary declines in the value of securities and the accounting for income taxes. The judgments used by management in applying these critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. For example, subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for loan losses in future periods, and the inability to collect outstanding principal may result in increased loan losses. The Company evaluates subsequent events through the date that the financial statements are issued.

8


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 2. Investment Securities

The following tables present information regarding securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal Home Loan Mortgage Corporation)

 

$

44,720

 

$

281

 

$

27

 

$

44,974

 

CMOs (Government National Mortgage Association)

 

 

6,470

 

 

26

 

 

 

 

6,496

 

Federal National Mortgage Association

 

 

10,815

 

 

117

 

 

 

 

10,932

 

Federal Home Loan Mortgage Corporation

 

 

40

 

 

2

 

 

1

 

 

41

 

Government National Mortgage Association

 

 

104

 

 

1

 

 

 

 

105

 

Total residential mortgage-backed securities

 

 

62,149

 

 

427

 

 

28

 

 

62,548

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

15,091

 

 

27

 

 

 

 

15,118

 

Federal Home Loan Bank

 

 

10,000

 

 

14

 

 

 

 

10,014

 

Federal Home Loan Mortgage Corporation

 

 

19,982

 

 

46

 

 

 

 

20,028

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

107,222

 

 

514

 

 

28

 

 

107,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

25,124

 

 

759

 

 

2

 

 

25,881

 

Single-issuer, trust preferred securities

 

 

22,543

 

 

163

 

 

380

 

 

22,326

 

Corporate debt securities

 

 

248,983

 

 

96

 

 

943

 

 

248,136

 

Other securities

 

 

5,039

 

 

1

 

 

50

 

 

4,990

 

Total

 

$

408,911

 

$

1,533

 

$

1,403

 

$

409,041

 

9


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal Home Loan Mortgage Corporation)

 

$

36,026

 

$

64

 

$

372

 

$

35,718

 

CMOs (Government National Mortgage Association)

 

 

7,218

 

 

72

 

 

 

 

7,290

 

Federal National Mortgage Association

 

 

8,750

 

 

84

 

 

13

 

 

8,821

 

Federal Home Loan Mortgage Corporation

 

 

44

 

 

2

 

 

1

 

 

45

 

Government National Mortgage Association

 

 

110

 

 

 

 

1

 

 

109

 

Total residential mortgage-backed securities

 

 

52,148

 

 

222

 

 

387

 

 

51,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

30,087

 

 

77

 

 

 

 

30,164

 

Federal Home Loan Bank

 

 

10,000

 

 

 

 

59

 

 

9,941

 

Federal Home Loan Mortgage Corporation

 

 

49,964

 

 

132

 

 

110

 

 

49,986

 

Federal Farm Credit Bank

 

 

10,000

 

 

31

 

 

 

 

10,031

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

152,199

 

 

462

 

 

556

 

 

152,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

39,967

 

 

780

 

 

703

 

 

40,044

 

Single-issuer, trust preferred securities

 

 

3,879

 

 

79

 

 

25

 

 

3,933

 

Corporate debt securities

 

 

189,091

 

 

278

 

 

311

 

 

189,058

 

Other securities

 

 

5,039

 

 

1

 

 

100

 

 

4,940

 

Total

 

$

390,175

 

$

1,600

 

$

1,695

 

$

390,080

 

10


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following tables present information regarding securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

Carrying
Value

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal National Mortgage Association)

 

$

5,417

 

$

310

 

$

 

$

5,727

 

CMOs (Federal Home Loan Mortgage Corporation)

 

 

8,704

 

 

480

 

 

 

 

9,184

 

Federal National Mortgage Association

 

 

58,250

 

 

4,011

 

 

1

 

 

62,260

 

Federal Home Loan Mortgage Corporation

 

 

30,028

 

 

1,850

 

 

 

 

31,878

 

Government National Mortgage Association

 

 

4,514

 

 

597

 

 

 

 

5,111

 

Total residential mortgage-backed securities

 

 

106,913

 

 

7,248

 

 

1

 

 

114,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

139,942

 

 

246

 

 

493

 

 

139,695

 

Federal Home Loan Bank

 

 

44,978

 

 

68

 

 

 

 

45,046

 

Federal Home Loan Mortgage Corporation

 

 

47,484

 

 

60

 

 

107

 

 

47,437

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

339,317

 

 

7,622

 

 

601

 

 

346,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

131,325

 

 

3,297

 

 

231

 

 

134,391

 

Total

 

$

470,642

 

$

10,919

 

$

832

 

$

480,729

 

11


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

Carrying
Value

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal National Mortgage Association)

 

$

7,504

 

$

349

 

$

 

$

7,853

 

CMOs (Federal Home Loan Mortgage Corporation)

 

 

11,704

 

 

572

 

 

 

 

12,276

 

Federal National Mortgage Association

 

 

70,001

 

 

4,292

 

 

 

 

74,293

 

Federal Home Loan Mortgage Corporation

 

 

40,583

 

 

1,931

 

 

 

 

42,514

 

Government National Mortgage Association

 

 

4,943

 

 

605

 

 

 

 

5,548

 

Total residential mortgage-backed securities

 

 

134,735

 

 

7,749

 

 

 

 

142,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

84,969

 

 

5

 

 

1,405

 

 

83,569

 

Federal Home Loan Bank

 

 

14,991

 

 

 

 

222

 

 

14,769

 

Federal Home Loan Mortgage Corporation

 

 

42,493

 

 

4

 

 

608

 

 

41,889

 

Federal Farm Credit Bank

 

 

5,078

 

 

 

 

42

 

 

5,036

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

282,266

 

 

7,758

 

 

2,277

 

 

287,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

116,969

 

 

118

 

 

4,381

 

 

112,706

 

Total

 

$

399,235

 

$

7,876

 

$

6,658

 

$

400,453

 

12


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following tables present information regarding securities available for sale with temporary unrealized losses for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than 12 Months

 

12 Months or Longer

 

Total

 

June 30, 2011

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal Home Loan Mortgage Corporation)

 

$

9,781

 

$

27

 

$

 

$

 

$

9,781

 

$

27

 

Federal Home Loan Mortgage Corporation

 

 

23

 

 

1

 

 

 

 

 

 

23

 

 

1

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

9,804

 

 

28

 

 

 

 

 

 

9,804

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

629

 

 

2

 

 

 

 

 

 

629

 

 

2

 

Single-issuer, trust preferred securities

 

 

11,939

 

 

379

 

 

501

 

 

1

 

 

12,440

 

 

380

 

Corporate debt securities

 

 

191,694

 

 

943

 

 

 

 

 

 

191,694

 

 

943

 

Other securities

 

 

4,950

 

 

50

 

 

 

 

 

 

4,950

 

 

50

 

Total

 

$

219,016

 

$

1,402

 

$

501

 

$

1

 

$

219,517

 

$

1,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CMOs (Federal Home Loan Mortgage Corporation)

 

$

30,494

 

$

372

 

$

 

$

 

$

30,494

 

$

372

 

Federal National Mortgage Association

 

 

7,269

 

 

13

 

 

 

 

 

 

7,269

 

 

13

 

Federal Home Loan Mortgage Corporation

 

 

28

 

 

1

 

 

 

 

 

 

28

 

 

1

 

Government National Mortgage Association

 

 

110

 

 

1

 

 

 

 

 

 

110

 

 

1

 

Total residential mortgage-backed securities

 

 

37,901

 

 

387

 

 

 

 

 

 

37,901

 

 

387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank

 

 

9,941

 

 

59

 

 

 

 

 

 

9,941

 

 

59

 

Federal Home Loan Mortgage Corporation

 

 

9,875

 

 

110

 

 

 

 

 

 

9,875

 

 

110

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

57,717

 

 

556

 

 

 

 

 

 

57,717

 

 

556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions-New York Bank Qualified

 

 

18,716

 

 

703

 

 

 

 

 

 

18,716

 

 

703

 

Single-issuer, trust preferred securities

 

 

 

 

 

 

2,111

 

 

25

 

 

2,111

 

 

25

 

Corporate debt securities

 

 

92,392

 

 

311

 

 

 

 

 

 

92,392

 

 

311

 

Other securities

 

 

4,900

 

 

100

 

 

 

 

 

 

4,900

 

 

100

 

Total

 

$

173,725

 

$

1,670

 

$

2,111

 

$

25

 

$

175,836

 

$

1,695

 

13


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following tables present information regarding securities held to maturity with temporary unrealized losses for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than 12 Months

 

12 Months or Longer

 

Total

 

June 30, 2011

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

$

533

 

$

1

 

$

 

$

 

$

533

 

$

1

 

Total residential mortgage-backed securities

 

 

533

 

 

1

 

 

 

 

 

 

533

 

 

1

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

64,490

 

 

493

 

 

 

 

 

 

64,490

 

 

493

 

Federal Home Loan Mortgage Corporation

 

 

17,391

 

 

107

 

 

 

 

 

 

17,391

 

 

107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

82,414

 

 

601

 

 

 

 

 

 

82,414

 

 

601

 

Obligations of state and political institutions-New York Bank Qualified

 

 

13,018

 

 

163

 

 

3,039

 

 

68

 

 

16,057

 

 

231

 

Total

 

$

95,432

 

$

764

 

$

3,039

 

$

68

 

$

98,471

 

$

832

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

$

78,564

 

$

1,405

 

$

 

$

 

$

78,564

 

$

1,405

 

Federal Home Loan Bank

 

 

14,769

 

 

222

 

 

 

 

 

 

14,769

 

 

222

 

Federal Home Loan Mortgage Corporation

 

 

36,890

 

 

608

 

 

 

 

 

 

36,890

 

 

608

 

Federal Farm Credit Bank

 

 

5,036

 

 

42

 

 

 

 

 

 

5,036

 

 

42

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

135,259

 

 

2,277

 

 

 

 

 

 

135,259

 

 

2,277

 

Obligations of state and political institutions-New York Bank Qualified

 

 

94,309

 

 

4,103

 

 

2,277

 

 

278

 

 

96,586

 

 

4,381

 

Total

 

$

229,568

 

$

6,380

 

$

2,277

 

$

278

 

$

231,845

 

$

6,658

 

14


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents information regarding single-issuer, trust preferred securities at June 30, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer

 

TARP
Recipient

 

Credit
Rating

 

Amortized
Cost

 

Fair
Value

 

Unrealized
Gain/(Loss)

 

Sterling Bancorp Trust I, 8.375%, due 3/31/2032

 

 

Yes *

 

 

NA

 

$

981

 

$

1,049

 

$

68

 

NPB Capital Trust II, 7.85%, due 9/30/2032

 

 

Yes *

 

 

NA

 

 

126

 

 

126

 

 

 

BAC Capital Trust II, 7.00%, due 2/01/2032

 

 

Yes *

 

 

BB+

 

 

300

 

 

302

 

 

2

 

Citigroup Capital VII, 7.125%, due 7/31/2031

 

 

Yes *

 

 

BB+

 

 

1,507

 

 

1,511

 

 

4

 

Citigroup Capital VIII, 6.95%, due 9/15/2031

 

 

Yes *

 

 

BB+

 

 

246

 

 

250

 

 

4

 

Citigroup Capital IX, 6.00%, due 2/14/2033

 

 

Yes *

 

 

BB+

 

 

2,400

 

 

2,337

 

 

(63

)

Citigroup Capital X, 6.10%, due 9/30/2033

 

 

Yes *

 

 

BB+

 

 

243

 

 

234

 

 

(9

)

Fleet Capital Trust VIII, 7.20%, due 3/15/2032,

 

 

No

 

 

BB+

 

 

502

 

 

501

 

 

(1

)

owned by Bank of America Corporation

 

 

Yes *

 

 

 

 

 

 

 

 

 

 

 

 

 

First Tennessee Capital II, 6.30% due 4/15/2034

 

 

Yes *

 

 

B+

 

 

497

 

 

482

 

 

(15

)

Goldman Sachs Capital I, 6.345%, due 2/15/2034

 

 

Yes *

 

 

BBB-

 

 

5,936

 

 

5,674

 

 

(262

)

HSBC Finance Corp., 6.875%, due 1/30/2033,

 

 

No

 

 

A

 

 

741

 

 

760

 

 

19

 

owned by HSBC Group, PLC

 

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

Keycorp Capital II, 6.875%, due 3/17/2029

 

 

Yes *

 

 

BB

 

 

93

 

 

91

 

 

(2

)

Keycorp Capital V, 5.875%, due 7/30/2033

 

 

Yes *

 

 

BB

 

 

238

 

 

246

 

 

8

 

Keycorp Capital VII, 5.70%, due 6/15/2035

 

 

Yes *

 

 

BB

 

 

954

 

 

947

 

 

(7

)

Morgan Stanley Capital Trust III, 6.25%, due 3/01/2033

 

 

Yes *

 

 

BB+

 

 

939

 

 

978

 

 

39

 

JP Morgan Chase Capital XI, 5.875%, due 6/15/2033

 

 

Yes *

 

 

BBB+

 

 

1,523

 

 

1,525

 

 

2

 

JP Morgan Chase Capital XV, 5.875%, due 3/15/2035

 

 

Yes *

 

 

BBB+

 

 

2,195

 

 

2,174

 

 

(21

)

JP Morgan Chase Capital XVII, 5.85%, due 8/01/2035

 

 

Yes *

 

 

BBB+

 

 

1,195

 

 

1,205

 

 

10

 

PNC Capital Trust D, 6.125% due 12/15/2033

 

 

Yes *

 

 

BBB

 

 

424

 

 

427

 

 

3

 

USB Capital VII, 5.875% due 8/15/2035

 

 

Yes *

 

 

BBB+

 

 

108

 

 

108

 

 

 

VNB Capital Trust I, 7.75%, due 12/15/2031

 

 

Yes *

 

 

BBB-

 

 

22

 

 

22

 

 

 

Wells Fargo Capital Trust VII, 5.85% due 5/01/2033

 

 

Yes *

 

 

A-

 

 

375

 

 

377

 

 

2

 

Wells Fargo Capital IX, 5.625% due 4/08/2034

 

 

Yes *

 

 

A-

 

 

998

 

 

1,000

 

 

2

 

 

 

 

 

 

 

 

 

$

22,543

 

$

22,326

 

$

(217

)

* TARP obligation was repaid prior to June 30, 2011.

15


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The Company invests principally in obligations of U.S. government corporations and government sponsored enterprises and other investment-grade securities. The fair value of these investments fluctuates based on several factors, including credit quality and general interest rate changes. The Company determined that it is not more likely than not that the Company would be required to sell before anticipated recovery.

At June 30, 2011, approximately $131.8 million, representing approximately 15.0%, of the Company’s held to maturity and available for sale securities are comprised of securities issued by financial service companies/banks including single-issuer trust preferred securities (23 issuers), corporate debt (22 issuers) and equity securities (5 issuers). These investments may pose a higher risk of future impairment charges as a result of possible further deterioration of the U.S. economy. The Company would be required to recognize impairment charges on these securities if they suffer a decline in value that is considered other-than-temporary. Numerous factors, including lack of liquidity for re-sales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate, adverse actions by regulators or unanticipated changes in the competitive environment could have a negative effect on the Company’s investment portfolio and may result in other than temporary impairment on certain investment securities in future periods.

At June 30, 2011, the Company held 1 security position of single-issuer, trust preferred securities issued by financial institutions, in the available for sale portfolio, that was in an unrealized loss position for more than 12 months and is paying in accordance with their terms and has no deferrals of interest or other deferrals. In addition, management analyzes the performance of the issuers on a periodic basis, including a review of the issuers’ most recent bank regulatory reports and other public regulatory disclosures, to assess credit risk and the probability of impairment of the contractual cash flows of the applicable securities. Based upon management’s second quarter review, all of the issuers have maintained performance levels adequate to support the contractual cash flows of the securities.

At June 30, 2011, the Company held 11 issues of obligations of state and political institutions, in the held to maturity portfolio, that were in an unrealized loss position for more than 12 months. All of these securities were rated A at issuance and carry private insurance which guarantees principal and interest payments. Management has concluded that the unrealized losses are due to changes in market interest rates and/or changes in securities markets which resulted from temporary illiquidity and/or uncertainty in those markets. Further, management has made an evaluation that it has the intent to hold these securities until maturity and it is not more likely than not that the Company would be required to sell before anticipated recovery. As a result, the unrealized losses are deemed to be temporary.

16


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following tables present information regarding securities available for sale and securities held to maturity at June 30, 2011, based on contractual maturity. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

 

 

 

 

 

 

Available for sale

 

 

Amortized
Cost

 

Fair
Value

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

CMOs (Federal Home Loan Mortgage Corporation)

 

$

44,720

 

$

44,974

 

CMOs (Government National Mortgage Association)

 

 

6,470

 

 

6,496

 

Federal National Mortgage Association

 

 

10,815

 

 

10,932

 

Federal Home Loan Mortgage Corporation

 

 

40

 

 

41

 

Government National Mortgage Association

 

 

104

 

 

105

 

Total residential mortgage-backed securities

 

 

62,149

 

 

62,548

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

 

 

 

 

 

Due after 1 year but within 5 years

 

 

4,992

 

 

5,007

 

Due after 5 years but within 10 years

 

 

10,099

 

 

10,111

 

Federal Home Loan Bank

 

 

 

 

 

 

 

Due after 5 years but within 10 years

 

 

10,000

 

 

10,014

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

Due after 5 years but within 10 years

 

 

19,982

 

 

20,028

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

107,222

 

 

107,708

 

 

 

 

 

 

 

 

 

Obligations of state and political institutions

 

 

 

 

 

 

 

-      New York Bank Qualified

 

 

 

 

 

 

 

Due within 1 year

 

 

1,779

 

 

1,798

 

Due after 1 year but within 5 years

 

 

1,754

 

 

1,825

 

Due after 5 years but within 10 years

 

 

3,939

 

 

4,132

 

Due after 10 years

 

 

17,652

 

 

18,126

 

Total obligations of state and political institutions-New York Bank Qualified

 

 

25,124

 

 

25,881

 

 

 

 

 

 

 

 

 

Single-issuer, trust preferred securities Due after 10 years

 

 

22,543

 

 

22,326

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

 

 

 

 

 

Due within 6 months

 

 

98,870

 

 

98,729

 

Due after 6 months but within 1 year

 

 

45,829

 

 

45,717

 

Due after 1 year but within 2 years

 

 

60,086

 

 

59,827

 

Due after 2 years but within 5 years

 

 

44,198

 

 

43,863

 

Total corporate debt securities

 

 

248,983

 

 

248,136

 

 

 

 

 

 

 

 

 

Other securities

 

 

5,039

 

 

4,990

 

Total

 

$

408,911

 

$

409,041

 

17


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

 

 

 

 

 

 

 

 

Held to maturity

 

Carrying
Value

 

Fair
Value

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

CMOs (Federal National Mortgage Association)

 

$

5,417

 

$

5,727

 

CMOs (Federal Home Loan Mortgage Corporation)

 

 

8,704

 

 

9,184

 

Federal National Mortgage Association

 

 

58,250

 

 

62,260

 

Federal Home Loan Mortgage Corporation

 

 

30,028

 

 

31,878

 

Government National Mortgage Association

 

 

4,514

 

 

5,111

 

Total residential mortgage-backed securities

 

 

106,913

 

 

114,160

 

 

 

 

 

 

 

 

 

Agency notes

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

 

 

 

 

 

Due after 1 year but within 5 years

 

 

44,998

 

 

45,167

 

Due after 5 years but within 10 years

 

 

79,949

 

 

79,631

 

Due after 10 years

 

 

14,995

 

 

14,897

 

Federal Home Loan Bank

 

 

 

 

 

 

 

Due after 1 year but within 5 years

 

 

14,993

 

 

15,013

 

Due after 5 years but within 10 years

 

 

29,985

 

 

30,033

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

Due after 1 year but within 5 years

 

 

24,996

 

 

25,036

 

Due after 5 years but within 10 years

 

 

22,488

 

 

22,401

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

339,317

 

 

346,338

 

Obligations of state and political institutions

 

 

 

 

 

 

 

-      New York Bank Qualified

 

 

 

 

 

 

 

Due after 5 years but within 10 years

 

 

1,728

 

 

1,809

 

Due after 10 years

 

 

129,597

 

 

132,582

 

Total obligations of state and political institutions-New York Bank Qualified

 

 

131,325

 

 

134,391

 

Total

 

$

470,642

 

$

480,729

 

Information regarding sales/calls of available for sale securities is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

$

26,176

 

$

41,544

 

$

82,074

 

$

99,804

 

Gross gains

 

 

348

 

 

980

 

 

1,105

 

 

2,479

 

Gross losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calls

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

 

25,242

 

 

101,971

 

 

57,931

 

 

166,996

 

Gross gains

 

 

25

 

 

13

 

 

73

 

 

14

 

Gross losses

 

 

 

 

284

 

 

 

 

285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information regarding calls of held to maturity securities is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Calls

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

$

55,000

 

$

12,500

 

$

60,000

 

$

66,880

 

Gross gains

 

 

7

 

 

37

 

 

7

 

 

40

 

Gross losses

 

 

 

 

 

 

76

 

 

 

There were no sales or transfers of held to maturity securities during the six-month periods ended June 30, 2011 or June 30, 2010.

18


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 3. Loans and allowance for loan losses

The major components of domestic loans held for sale and loans held in portfolio are as follows:

 

 

 

 

 

 

 

 

 

 

June 30,
2011

 

December 31,
2010

 

Loans held for sale, net of valuation reserve ($-0- at June 30, 2011 and $113 at December 31, 2010)

 

 

 

 

 

 

 

Real estate—residential mortgage

 

$

25,154

 

$

32,049

 

Loans held in portfolio, net of unearned discounts

 

 

 

 

 

 

 

Commercial and industrial

 

 

644,425

 

 

620,136

 

Equipment financing receivables

 

 

160,514

 

 

161,054

 

Factored receivables

 

 

166,451

 

 

162,070

 

Real estate—residential mortgage

 

 

146,191

 

 

127,695

 

Real estate—commercial mortgage

 

 

99,021

 

 

96,991

 

Real estate—construction and land development

 

 

22,895

 

 

25,624

 

Loans to individuals

 

 

10,957

 

 

11,370

 

Loans to depository institutions

 

 

3,086

 

 

15,425

 

Loans to nondepository financial institutions

 

 

129,513

 

 

112,882

 

Loans held in portfolio, gross

 

 

1,383,053

 

 

1,333,247

 

Less unearned discounts

 

 

18,844

 

 

19,013

 

Loans held in portfolio, net of unearned discounts

 

 

1,364,209

 

 

1,314,234

 

 

 

$

1,389,363

 

$

1,346,283

 

At June 30, 2011, the bank had qualified loans, at carrying value of approximately $505.4 million, available to secure borrowings from the FHLB and the FRB. There were no loans pledged at June 30, 2011.

Loan Origination/Risk Management

The Company has lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

The Company maintains an independent loan review process that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders.

Commercial and Loans to Nondepository Financial Institutions

Sterling provides a full range of loans to small and medium-sized businesses with the objective of establishing longer-term relationships. Loans generally range in size up to $20 million, tailored to meet customers’ long- and short-term needs, and include secured and unsecured lines of credit and business installment loans.

Loans generally are collateralized by accounts receivable, inventory and other assets. Sterling also provides back-office services, i.e., processing payroll, generating customer invoices, credit collection assistance and related payroll services. The repayment of commercial loans is generally dependent on the creditworthiness and cash flow of borrowers and guarantors, which may be negatively impacted by adverse economic conditions. While these loans are secured, collateral type, marketability, coverage, valuation and monitoring is not as uniform as in other portfolio classes and recovery from liquidation of such collateral may be subject to greater variability.

Factoring

Factoring provides a financing service that combines working capital financing, credit risk protection, and accounts receivable management for companies in a variety of industries. This business may be conducted on a recourse or non-recourse basis, depending upon the needs of the client.

19


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

In general, Sterling records a receivable for the amount of accounts receivables due from customers of its clients and records a liability for the funds due to the client. Under advance factoring arrangements, clients can draw an advance as accounts receivables are sold/assigned to Sterling. With advance factoring, Sterling normally has recourse against the client if the customer fails to pay. Under collection factoring arrangements, clients sell Sterling their accounts receivables and Sterling provides credit protection to the client guaranteeing the collection of the amount due and back office support. Collection factoring is generally under a nonrecourse basis where the principal source of payment for Sterling is through the collection of the receivable from our client’s customer whose credit has been approved by Sterling following a rigorous review process. Also, with collection factoring, Sterling has credit default insurance with a nationally recognized insurance company to provide it with protection against customer default.

Commercial Real Estate

Sterling offers a range of commercial real estate lending including financing on commercial buildings, retail properties and mixed use properties. Loans are predicated on the cash flow of the property, the value of the property determined by an independent appraisal and the strength of personal guarantees if any. Loans are made at fixed or floating rates. Floating rate loans are based on the prime rate. Fixed rate loans are tied to Treasury or FHLB benchmarks and other indices.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geographic and risk grade criteria.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with funds, with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to timely completion of the project, interest rate changes, government regulation of real property, general economic conditions and the availability of long-term financing.

Equipment Financing

Sterling engages in direct and indirect lease financing. Direct lease financing is when requests for financing originate with an end user seeking to finance equipment for up to 60 months. Indirect lease finance arises through relationships with equipment financing brokers. In both cases, credit approval is based upon on a full underwriting process that involves the submission of financial and other information, including the applicant’s historical performance, cash flow projections and value of equipment, and for customers who are not public entities, Sterling generally obtains the personal guarantees of the principals of the entities.

20


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Residential Mortgage

Residential mortgage loans, principally on single-family residences, are made primarily for re-sale into the secondary market. Offering both fixed and adjustable rate residential mortgage loan products, mortgages are focused on conforming credit, government insured FHA and other high-quality loan products. Jumbo loans are also originated for sale into the secondary market, or brokered to third-party providers.

The ability of borrowers to service debt in the residential mortgage loan portfolios is generally subject to personal income which may be impacted by general economic conditions, such as increased unemployment levels. These loans are predominantly collateralized by first and second liens on single family properties. If a borrower cannot maintain the loan, the Company’s ability to recover against the collateral in sufficient amount and in a timely manner may be significantly influenced by market, legal and regulatory conditions.

Concentrations of Credit

There are no industry concentrations (exceeding 10% of loans, gross) of loans held in portfolio. Approximately 69.5% of loans are to borrowers located in the New York metropolitan area. A further deterioration in economic conditions within the region, including a decline in real estate values, higher unemployment and other factors which could adversely impact small and mid-sized businesses, could have a significant adverse impact on the quality of the Company’s loan portfolio. In addition, a decline in real estate values and higher unemployment within the mid-Atlantic region and North Carolina could adversely impact the Company’s residential real estate loan portfolio.

Approximately 21.1% or $13.2 million and 19.1% or $12.0 million of the Company’s net interest income and noninterest income are related to real estate lending for the six months ended June 30, 2011 and 2010, respectively. Real estate prices in the U.S. market decreased during 2010 and have continued to decrease in 2011. Continuing declines in real estate values could necessitate charge-offs in our mortgage loan portfolio that may impact our operating results. In addition, a sustained period of declining real estate values combined with the continued turbulence in the financial and credit markets would continue to limit our mortgage-related revenues.

As of June 30, 2011, approximately 66.9% of the Company’s loan portfolio consisted of commercial and industrial, factored receivables, construction and commercial real estate loans. Because the Company’s loan portfolio contains a number of commercial and industrial, construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans.

Related Party Loans

Loans are made to officers or directors (including their immediate families) of the Company or for the benefit of corporations in which they have a beneficial interest subject to applicable regulations. There were no outstanding balances on such loans in excess of $60 thousand to any individual or entity at June 30, 2011 or 2010.

Nonperforming Loans

Nonaccrual loans are those on which the accrual of interest has ceased. Loans, including loans that are individually identified as being impaired under FASB Codification Topic 310: Receivables, are generally placed on nonaccrual status immediately if, in the opinion of management, principal or interest is not likely to be paid in accordance with the terms of the loan agreement, or when principal or interest is past due 90 days or more and collateral, if any, is insufficient to cover principal and interest.

Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed against interest income. Interest income is recognized on nonaccrual loans only to the extent received in cash. Where there is doubt regarding the ultimate collectibility of the loan principal, cash receipts, whether designated as principal or interest, are thereafter applied to reduce the carrying value of the loan. Loans are restored to accrual status when interest and principal payments are brought current and future payments are reasonably assured.

21


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table sets forth the amount of nonaccrual loans of the Company as of the dates indicated:

 

 

 

 

 

 

 

 

 

 

June 30,
2011

 

December 31,
2010

 

Commercial & industrial

 

$

890

 

$

1,014

 

Equipment financing receivables

 

 

412

 

 

892

 

Factored receivables

 

 

 

 

 

Real estate—residential mortgage

 

 

1,313

 

 

1,614

 

Real estate—commercial mortgage

 

 

3,124

 

 

3,124

 

Real estate—construction and land development

 

 

 

 

 

Loans to individuals

 

 

 

 

 

Total nonaccrual loans

 

$

5,739

 

$

6,644

 

The following table provides information regarding the past due status of loans held in portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

30–59
Days Past
Due

 

60–89
Days Past
Due

 

90 &
Over Past
Due

 

Total Past
Due

 

Current

 

Total Loans

 

MEMO
90 & Over
and Still
Accruing

 

Commercial and industrial

 

$

16,184

 

$

3,731

 

$

892

 

$

20,807

 

$

620,986

 

$

641,793

 

$

2

 

Equipment financing receivables

 

 

947

 

 

528

 

 

412

 

 

1,887

 

 

142,590

 

 

144,477

 

 

 

Factored receivables

 

 

1,357

 

 

371

 

 

247

 

 

1,975

 

 

164,301

 

 

166,276

 

 

247

 

Real estate—residential mortgage—portfolio

 

 

2,810

 

 

1,286

 

 

1,313

 

 

5,409

 

 

140,782

 

 

146,191

 

 

 

Real estate—commercial mortgage

 

 

 

 

 

 

3,124

 

 

3,124

 

 

95,897

 

 

99,021

 

 

 

Real estate—construction and land development

 

 

551

 

 

 

 

 

 

551

 

 

22,344

 

 

22,895

 

 

 

Loans to individuals

 

 

6

 

 

 

 

 

 

6

 

 

10,951

 

 

10,957

 

 

 

Loans to depository institutions

 

 

 

 

 

 

 

 

 

 

3,086

 

 

3,086

 

 

 

Loans to nondepository financial institutions

 

 

 

 

 

 

 

 

 

 

129,513

 

 

129,513

 

 

 

Total loans, net of unearned discount

 

$

21,855

 

$

5,916

 

$

5,988

 

$

33,759

 

$

1,330,450

 

$

1,364,209

 

$

249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

16,899

 

$

4,693

 

$

1,015

 

$

22,607

 

$

595,616

 

$

618,223

 

$

1

 

Equipment financing receivables

 

 

1,399

 

 

579

 

 

958

 

 

2,936

 

 

141,299

 

 

144,235

 

 

66

 

Factored receivables

 

 

3,321

 

 

662

 

 

247

 

 

4,230

 

 

157,559

 

 

161,789

 

 

247

 

Real estate—residential mortgage—portfolio

 

 

3,297

 

 

2,515

 

 

1,614

 

 

7,426

 

 

120,269

 

 

127,695

 

 

 

Real estate—commercial mortgage

 

 

9,626

 

 

 

 

3,124

 

 

12,750

 

 

84,241

 

 

96,991

 

 

 

Real estate—construction and land development

 

 

 

 

 

 

 

 

 

 

25,624

 

 

25,624

 

 

 

Loans to individuals

 

 

52

 

 

 

 

 

 

52

 

 

11,318

 

 

11,370

 

 

 

Loans to depository institutions

 

 

 

 

 

 

 

 

 

 

15,425

 

 

15,425

 

 

 

Loans to nondepository financial institutions

 

 

 

 

 

 

 

 

 

 

112,882

 

 

112,882

 

 

 

Total loans, net of unearned discount

 

$

34,594

 

$

8,449

 

$

6,958

 

$

50,001

 

$

1,264,233

 

$

1,314,234

 

$

314

 

Impaired Loans

Management considers a loan to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Determination of impairment is treated the same across all classes of loans on a loan-by-loan basis. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole remaining source of repayment of the loan is the operation or liquidation of the collateral. In these cases management uses the current fair value of the collateral, less selling costs when foreclosure is probable, instead of discounted cash flows.

22


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

When the ultimate collectibility of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectibility of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

The following tables include the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

Recorded
Investment in
Impaired Loans

 

Principal
Balance
With No
Allowance

 

Unpaid
Principal
Balance
With
Allowance

 

Related
Allowance

 

Average
Recorded
Investment in
Impaired
Loans

 

Interest
Income
Recognized
on Impaired
Loans

 

Commercial and industrial

 

$

2,948

 

$

 

$

5,063

 

$

521

 

$

2,459

 

$

40

 

Equipment financing receivables

 

 

226

 

 

 

 

226

 

 

20

 

 

277

 

 

6

 

Factored receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate—residential mortgage

 

 

4,539

 

 

 

 

4,625

 

 

1,142

 

 

4,725

 

 

153

 

Real estate—commercial mortgage

 

 

3,124

 

 

 

 

3,124

 

 

1,113

 

 

3,124

 

 

 

Real estate—construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to individuals

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to depository institutions

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to nondepository financial institutions

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

10,837

 

$

 

$

13,038

 

$

2,796

 

$

10,585

 

$

199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

2,236

 

$

584

 

$

4,243

 

$

605

 

$

1,598

 

 

 

 

Equipment financing receivables

 

 

414

 

 

 

 

414

 

 

33

 

 

1,095

 

 

 

 

Factored receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate—residential mortgage

 

 

4,904

 

 

 

 

4,990

 

 

1,104

 

 

3,681

 

 

 

 

Real estate—commercial mortgage

 

 

3,124

 

 

 

 

3,124

 

 

1,100

 

 

1,725

 

 

 

 

Real estate—construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to individuals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to depository institutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to nondepository financial institutions

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

10,678

 

$

584

 

$

12,771

 

$

2,842

 

$

8,099

 

 

 


The average recorded investment and interest income recognized on impaired loans for the three months ended June 30, 2011 amounted to $10.5 million and $123 thousand, respectively.

The Company had troubled debt restructured loans (“TDRs”) totalling $6.3 million as of June 30, 2011. TDRs of $4.8 million were included in impaired loans, of which $0.6 million are in nonaccrual status. The remaining TDRs are in accrual status since they are performing in accordance with the restructured terms. There are no commitments to lend additional funds on these loans.

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade of loans, (ii) the level of classified loans, (iii) charge-offs, (iv) nonperforming loans and (v) the general economic conditions in the New York metropolitan area.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company has a process for analyzing non-homogeneous loans, such as commercial and industrial and commercial real estate loans, individually by grading the loans based on credit risk. This analysis occurs at varying times based on the type of loan as well as the loan balance and occurs at least once every 18 months for those loans greater than $500,000.

23


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

For homogeneous loan pools, such as residential mortgages, leases and consumer loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Company’s personnel and on a monthly basis with respect to determining the adequacy of the allowance for loan losses. The payment status of these homogeneous pools at June 30, 2011 is included in the aging of the recorded investment of past due loans table above. In addition, the total nonperforming portion of these homogeneous loan pools at March 31, 2011 is presented in the recorded investment in nonaccrual loans table above.

The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans under $100,000 are not risk rated. Loans are graded on a scale of 1 to 9. A description of the general characteristics of the 9 risk grades is as follows:

 

 

Risk Rating 1 & 2/High Quality/Minimal Risk—These loans are well secured by liquid or high quality, diversified, and readily marketable securities within the bank’s defined margin requirements including cash surrender value of life insurance, or loans to strong privately held obligors secured by real estate with satisfactory loan to value, and support guarantors. They could include loans to publicly traded entities with strong credit ratings (A-1 or better) with Moody’s or Standard & Poor’s.

 

 

Risk Rating 3 & 4/Very Good/Good Quality—These loans can be either unsecured or secured (with monthly monitoring of Accounts Receivable and/or Inventory) to adequately or moderately capitalized privately held obligors with satisfactory sales, revenue, earnings trends, cash flow, and leverage. These secured loans may be monitored in the Asset Based Lending or the Factoring Department to include control of cash receipts and defined formula advances. These categories could include loans to publicly traded entities with credit ratings of A-3 or lower by Moody’s or Standard & Poor’s.

 

 

Risk Rating 5/Watch List—These loans are to companies with uneven financial performance containing exceptions to loan policy without mitigating factors. These loans may exist when the obligors experience temporary credit and/or structural deficiencies. Such credits have not been criticized by Loan Review. Close supervision is warranted to avoid further deterioration.

 

 

Risk Rating 6/Special Mention (OCC Definition)—Other Assets Especially Mentioned (OAEM) are loans that are currently protected but are potentially weak. Special Mention ratings have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the bank’s credit position at some future date. Such assets constitute an undue and unwarranted credit risk but not to the point of justifying a classification of substandard. The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances surrounding a specific asset.

 

 

Risk Rating 7/Substandard (OCC Definition)—These loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

 

Risk Rating 8/Doubtful (OCC Definition)—These loans have all the weakness inherent in one classified as substandard with the added characteristics that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidating procedures, capital injection, perfecting liens or additional collateral and refinancing plans.

 

 

Risk Rating 9/Loss (OCC Definition)—These loans are classified as Loss and charged off because they are determined to be uncollectible and unbankable assets. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future. The bank should not be allowed to attempt long-term recoveries while the asset remains booked. Losses should be taken in the period in which they are determined to be uncollectible.

24


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents weighted average risk grades and classified loans by class of commercial loan. Classified loans include loans in Risk Grades 6, 7 and 8.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Weighted
Average
Risk Grade

 

Classified
Loans

 

Weighted
Average
Risk Grade

 

Classified
Loans

 

Commercial and industrial

 

 

3.35

 

$

6,017

 

 

3.32

 

$

3,450

 

Factored receivables

 

 

2.76

 

 

 

 

2.76

 

 

 

Real estate—commercial mortgage

 

 

3.56

 

 

9,693

 

 

3.36

 

 

3,124

 

Real estate—construction and land development

 

 

2.49

 

 

8,516

 

 

4.55

 

 

5,249

 

Loans to depository institutions

 

 

3.00

 

 

 

 

3.00

 

 

 

Loans to nondepository financial institutions

 

 

3.10

 

103

 

3.06

 

 

Total

 

 

3.29

$

24,329

 

3.24

$

11,823

 

Allowance for Loan Losses

The allowance reflects management’s best estimate of probable losses within the existing loan portfolio and of the risk inherent in various components of the loan portfolio. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risk inherent in the loan portfolio. Additions to the allowance for loan losses are made by charges to the provision for loan losses. Credit exposures deemed to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged-off amounts are credited to the allowance for loan losses.

The Company’s allowance for loan loss methodology is based on guidance provided by the “Interagency Policy Statement on the Allowance for Loan and Lease Losses” issued by the Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve system, the Federal Deposit Insurance Corporation, the National Credit Union Administration and the Office of Thrift Supervision in December 2006 and includes an allowance allocation calculated in accordance with U.S. GAAP guidance in FASB Codification Topic 310: Receivables and allowance allocations calculated in accordance with FASB Codification Topic 450: Contingencies. Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions.

The level of the allowance for loan losses relies on a consistent process that requires multiple layers of management review and judgment and of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated to specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company’s allowance for loan losses includes (1) specific valuation allowances for impaired loans evaluated in accordance with FASB Codification Topic 310: Receivables; (2) formulaic allowances based on historical loss experience by loan category, adjusted, as necessary, to reflect the impact of current conditions; and (3) unallocated general valuation allowances determined in accordance with FASB Codification Topic 450: Contingencies based on general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowance established for losses on specific loans is based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all loans. When a loan has a calculated grade of 6 or higher, an analysis is performed to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things.

25


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the portion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are periodically updated based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. During 2010, the Company revised its historical loss ratio calculation to reflect a five year history from a ten year history to reflect the current loss experience.

The Company’s pool of similar loans includes similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, residential real estate loans and consumer and other loans.

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things:

 

 

Estimated future losses in all significant loans

 

 

Existence and effect of any concentrations of credit

 

 

Existence and effect of any geographic concentration

 

 

Other external factors such as competition, legal matters or regulation that may affect risk

 

 

Effect of criticized and classified loans

 

 

Effects from risk arising with international lending

 

 

Effectiveness of internal problem loan identification and risk ratings

 

 

Trends in portfolio volume, maturity and compositions of loans within segments

 

 

Volumes and trends in delinquencies and nonaccrual loans

 

 

Changes in the quality of lending policies and procedures

 

 

Changes in local and national economic conditions

 

 

Experience, ability and depth of lending staff

 

 

Changes in value of underlying collateral

Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined based on degree of risk. The results are then input into a “general allocation matrix” to determine an appropriate general valuation allowance.

Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.

Loans are generally charged-off at the earlier of when it is determined that collection efforts are no longer productive or when they have been identified as losses by management, internal loan review and/or bank examiners. Furthermore, equipment financing receivables and revolving credit lines to small businesses are charged-off at the earlier of when payments are 120 days past due or when it is determined that collection efforts are no longer productive.

Factors considered in determining whether collection efforts are no longer productive include any amounts currently being collected, the status of discussions or negotiations with the lessee/borrower, the principal and/or guarantors, the cost of continuing efforts to collect, the status of any foreclosure or other legal actions, the value of the collateral, and any other pertinent factors.

26


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the activity in the allowance for loan losses by portfolio segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2011

 

Balance,
Beginning of
Period

 

Charge-
Offs
[1]

 

(Recoveries)

 

Net
Charge-
Offs
[1]

 

Provision
for Loan
Losses

 

Balance,
End of
Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

7,479

 

$

719

 

$

(10

)

$

709

 

$

737

 

$

7,507

 

Equipment financing receivables

 

 

3,055

 

 

2,329

 

 

(773

)

 

1,556

 

 

1,835

 

 

3,334

 

Factored receivables

 

 

1,340

 

 

36

 

 

(11

)

 

25

 

 

45

 

 

1,360

 

Real estate – residential mortgage (portfolio)

 

 

2,596

 

 

215

[1]

 

 

 

215

[1]

 

411

 

 

2,792

 

Real estate – commercial mortgage

 

 

2,285

 

 

 

 

 

 

 

 

41

 

 

2,326

 

Real estate – construction and land development

 

 

286

 

 

 

 

 

 

 

 

(5

)

 

281

 

Loans to individuals

 

 

116

 

 

 

 

 

 

 

 

(12

)

 

104

 

Loans to depository institutions

 

 

77

 

 

 

 

 

 

 

 

(68

)

 

9

 

Loans to nondepository finanical institutions

 

 

664

 

 

 

 

 

 

 

 

48

 

 

712

 

Unallocated

 

 

142

 

 

 

 

 

 

 

 

(32

)

 

110

 

Total

 

$

18,040

 

$

3,299

[1]

$

(794

)

$

2,505

[1]

$

3,000

 

$

18,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

Balance,
Beginning of
Period

 

Charge-
Offs
[1]

 

(Recoveries)

 

Net
Charge-
Offs
[1]

 

Provision
for Loan
Losses

 

Balance,
End of
Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

7,454

 

$

888

 

$

(30

)

$

858

 

$

911

 

$

7,507

 

Equipment financing receivables

 

 

3,423

 

 

6,105

 

 

(1,696

)

 

4,409

 

 

4,320

 

 

3,334

 

Factored receivables

 

 

1,424

 

 

168

 

 

(32

)

 

136

 

 

72

 

 

1,360

 

Real estate – residential mortgage (portfolio)

 

 

2,497

 

 

463

[1]

 

(163

)

 

300

[1]

 

595

 

 

2,792

 

Real estate – commercial mortgage

 

 

2,275

 

 

 

 

 

 

 

 

51

 

 

2,326

 

Real estate – construction and land development

 

 

310

 

 

 

 

 

 

 

 

(29

)

 

281

 

Loans to individuals

 

 

119

 

 

 

 

 

 

 

 

(15

)

 

104

 

Loans to depository institutions

 

 

46

 

 

 

 

 

 

 

 

(37

)

 

9

 

Loans to nondepository finanical institutions

 

 

564

 

 

 

 

 

 

 

 

148

 

 

712

 

Unallocated

 

 

126

 

 

 

 

 

 

 

 

(16

)

 

110

 

Total

 

$

18,238

 

$

7,624

[1]

$

(1,921

)

$

5,703

[1]

$

6,000

 

$

18,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[1] Includes losses on transfers to OREO

27


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the activity in the allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30, 2010

 

Six Months Ended
June 30, 2010

 

Allowance for loan losses:

 

 

 

 

 

 

 

Balance at beginning of period

 

$

19,963

 

$

19,872

 

Charge-offs:

 

 

 

 

 

 

 

Commercial and industrial

 

 

1,073

 

 

1,923

 

Equipment financing receivables

 

 

4,065

 

 

9,048

 

Factored receivables

 

 

88

 

 

239

 

Real estate—residential mortgage

 

 

33

 

 

98

 

Real estate—commercial mortgage

 

 

 

 

129

 

Real estate—construction and land development

 

 

 

 

 

Loans to individuals

 

 

42

 

 

63

 

Total charge-offs

 

 

5,301

 

 

11,500

 

Recoveries:

 

 

 

 

 

 

 

Commercial and industrial

 

 

5

 

 

220

 

Equipment financing receivables

 

 

178

 

 

283

 

Factored receivables

 

 

167

 

 

176

 

Real estate—residential mortgage

 

 

 

 

 

Real estate—commercial mortgage

 

 

 

 

 

Real estate—construction and land development

 

 

 

 

 

Loans to individuals

 

 

 

 

 

Total recoveries

 

 

350

 

 

679

 

Subtract:

 

 

 

 

 

 

 

Net charge-offs

 

 

4,951

 

 

10,821

 

Provision for loan losses

 

 

5,500

 

 

11,500

 

Less loss on transfers to other real estate owned

 

 

 

 

39

 

Balance at end of period

 

$

20,512

 

$

20,512

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Allowance Balance Attributable to
Loans Evaluated for Impairment

 

Loan Balances
Evaluated for Impairment

 

 

 

Individually

 

Collectively

 

Total

 

Individually

 

Collectively

 

Total

 

Commercial and industrial

 

$

521

 

$

6,986

 

$

7,507

 

$

2,948

 

$

638,845

 

$

641,793

 

Equipment financing receivables

 

 

20

 

 

3,314

 

 

3,334

 

 

226

 

 

144,251

 

 

144,477

 

Factored receivables

 

 

 

 

1,360

 

 

1,360

 

 

 

 

166,276

 

 

166,276

 

Real estate—residential mortgage (portfolio)

 

 

1,142

 

 

1,650

 

 

2,792

 

 

4,539

 

 

141,652

 

 

146,191

 

Real estate—commercial mortgage

 

 

1,113

 

 

1,213

 

 

2,326

 

 

3,124

 

 

95,897

 

 

99,021

 

Real estate—construction and land development

 

 

 

 

281

 

 

281

 

 

 

 

22,895

 

 

22,895

 

Loans to individuals

 

 

 

 

104

 

 

104

 

 

 

 

10,957

 

 

10,957

 

Loans to depository institutions

 

 

 

 

9

 

 

9

 

 

 

 

3,086

 

 

3,086

 

Loans to nondepository financial institutions

 

 

 

 

712

 

 

712

 

 

 

 

129,513

 

 

129,513

 

Unallocated

 

 

 

 

110

 

 

110

 

 

 

 

 

 

 

Total

 

$

2,796

 

$

15,739

 

$

18,535

 

$

10,837

 

$

1,353,372

 

$

1,364,209

 

28


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 4. Federal Home Loan Bank Advances

During the 2011 first quarter, the bank restructured a portion of its Federal Home Loan Bank fixed rate advances by repaying $100 million of existing borrowings and replacing them with $100 million of lower cost, floating rate advances. This transaction resulted in $4.2 million in prepayment penalties that were deferred and will be recognized in interest expense as an adjustment to the cost of these borrowings in future periods. The existing borrowings were a combination of fixed rate and amortizing advances with an average cost of 2.58% and an average duration of 3.2 years. The new borrowings are all floating-rate advances with an average cost of 1.58%, including the deferred adjustment, with an average duration of three months. The relevant accounting treatment for this transaction was an interpretation of the guidance provided in ASC 470-50. This transaction was executed as an earnings and interest rate risk strategy, resulting in lower FHLB advance costs and a reduction of average duration.

Note 5. Preferred Stock

On April 27, 2011, the parent company paid $42.4 million to the U.S. Treasury for the repurchase in full of the Treasury’s investment in 42,000 shares of the parent company’s Fixed Rate Cumulative Perpetual Preferred Shares, Series A, liquidation preference of $1,000 per share (the “Preferred Shares”), issued under the provisions of the TARP Capital Purchase Program. As a result of this action, the Preferred Shares were redeemed in full, eliminating an annual dividend of $2.1 million. In this connection, in determining net income available to common shareholders, the Company recognized in the second quarter a $1.2 million charge for accelerated accretion which represents the difference between the carrying value and the liquidation value for the repurchased Preferred Shares.

On May 18, 2011, the parent company completed the repurchase of a warrant held by the U.S. Treasury. The ten-year warrant was issued on December 23, 2008 as part of the parent company’s participation in the U.S. Treasury’s TARP Capital Purchase Program, and entitled the U.S. Treasury to purchase 516,817 common shares of the parent company at an exercise price of $12.19 per share. The parent company paid approximately $0.95 million to the U.S. Treasury to repurchase the warrant. The parent company’s repurchase of the warrant concluded its participation in the TARP Capital Purchase Program.

Note 6. Common Shares and Stock Incentive Plan

On March 9, 2011, the Company completed an underwritten public offering of 4.025 million common shares at an offering price of $9.60 per share, which resulted in net proceeds of $36.5 million after underwriting discounts and expenses.

On March 24, 2011, the Board of Directors, upon recommendation by the Compensation and Corporate Governance Committees, granted a total of 20,000 shares of restricted stock to the eight non-management directors (“director restricted shares”) and 41,565 restricted shares to the Chairman, President and five Executive Vice Presidents (“officer restricted shares”). The director restricted shares will vest 25% annually over four years beginning on the first anniversary of the grant date. The officer restricted shares vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date and had been limited by the 2008 agreement between the Company and the U.S. Treasury until the Preferred Shares were redeemed on April 27, 2011. The director restricted shares and the officer restricted shares were issued at $9.71 per share, the closing price on the date of the grant. The agreements for both the director restricted shares and the officer restricted shares have additional provisions regarding transferability and accelerated vesting of the shares and the continuation of performing substantial services for the Company.

29


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 7. Other noninterest income and expenses

The following tables set forth the significant components of other noninterest income and other noninterest expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

OTHER NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade finance income

 

$

540

 

$

501

 

$

1,128

 

$

993

 

Other customer related fees

 

 

241

 

 

193

 

 

421

 

 

367

 

Trust fees

 

 

 

 

82

 

 

53

 

 

166

 

Income from life insurance policies

 

 

297

 

 

296

 

 

572

 

 

560

 

Gain on other real estate owned

 

 

5

 

 

15

 

 

5

 

 

28

 

Other income

 

 

274

 

 

538

 

 

977

 

 

834

 

Total other noninterest income

 

$

1,357

 

$

1,625

 

$

3,156

 

$

2,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER NONINTEREST EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and marketing

 

$

873

 

$

678

 

$

1,298

 

$

1,684

 

Communications

 

 

474

 

 

562

 

 

884

 

 

910

 

Other expenses

 

 

2,333

 

 

2,396

 

 

4,667

 

 

4,569

 

Total other noninterest expenses

 

$

3,680

 

$

3,636

 

$

6,849

 

$

7,163

 

Note 8. Employee Benefit Plans

The following table sets forth the components of net periodic benefit cost for the Company’s noncontributory defined benefit pension plan and unfunded supplemental retirement plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Service Cost

 

$

544

 

$

573

 

$

1,089

 

$

1,138

 

Interest Cost

 

 

895

 

 

959

 

 

1,790

 

 

1,897

 

Expected return on plan assets

 

 

(771

)

 

(789

)

 

(1,543

)

 

(1,578

)

Amortization of prior service cost

 

 

16

 

 

16

 

 

32

 

 

33

 

Recognized actuarial loss

 

 

700

 

 

775

 

 

1,400

 

 

1,531

 

Net periodic benefit cost

 

$

1,384

 

$

1,534

 

$

2,768

 

$

3,021

 

The Company expects to contribute approximately $2.0 million to the defined benefit pension plan in 2011.

30


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 9. Income Taxes

The Internal Revenue Service (“IRS”) has completed its examination of the Company’s federal tax returns for the years 2002 through 2004 and has issued a report disallowing certain bad debt deductions arising from the worthlessness of loans made to customers. The Company, assisted by outside counsel, has prepared a written protest which vigorously challenges all of the IRS findings and the Company will exercise its right to a conference with the Appeals Office of the IRS to discuss the issues and arguments raised in the Company’s protest. The Company and its outside counsel believe that the bad debt deductions were proper and that the position of the IRS is unsupportable as a matter of fact and law.

Note 10. Segment Reporting

The Company provides a broad range of financial products and services, including commercial loans, asset-based financing, mortgage warehouse lending, factoring and accounts receivable management services, trade financing, equipment leasing, commercial and residential mortgage lending and brokerage, and corporate and consumer deposit services. The Company’s primary source of earnings is net interest income, which represents the difference between interest earned on interest-earning assets and the interest incurred on interest-bearing liabilities. The Company’s 2011 year-to-date average interest-earning assets were 58.4% loans (corporate lending was 74.5% and real estate lending was 22.2% of total loans, respectively) and 41.2% investment securities and money market investments. There are no industry concentrations exceeding 10% of loans, gross, in the corporate lending segment. Approximately 69.5% of loans are to borrowers located in the New York metropolitan area. In order to comply with the segment reporting guidance under U.S. GAAP, the Company has determined that it has three reportable operating segments: corporate lending, real estate lending and company-wide treasury.

31



 

STERLING BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables provide certain information regarding the Company’s operating segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate
Lending

 

Real Estate
Lending

 

Company-wide
Treasury

 

Totals

 

 

 

(in thousands)

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

10,486

 

$

4,725

 

$

5,479

 

$

20,690

 

Noninterest income

 

 

8,262

 

 

1,607

 

 

947

 

 

10,816

 

Depreciation and amortization

 

 

193

 

 

24

 

 

1

 

 

218

 

Segment income before income taxes

 

 

7,083

 

 

3,445

 

 

6,163

 

 

16,691

 

Segment assets

 

 

936,489

 

 

456,656

 

 

1,127,697

 

 

2,520,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

10,655

 

$

4,322

 

$

5,342

 

$

20,319

 

Noninterest income

 

 

8,715

 

 

1,748

 

 

772

 

 

11,235

 

Depreciation and amortization

 

 

180

 

 

30

 

 

1

 

 

211

 

Segment income before income taxes

 

 

7,715

 

 

3,598

 

 

6,946

 

 

18,259

 

Segment assets

 

 

874,372

 

 

408,070

 

 

957,612

 

 

2,240,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

20,111

 

$

9,412

 

$

10,374

 

$

39,897

 

Noninterest income

 

 

15,895

 

 

3,790

 

 

2,477

 

 

22,162

 

Depreciation and amortization

 

 

392

 

 

48

 

 

2

 

 

442

 

Segment income before income taxes

 

 

12,604

 

 

7,419

 

 

12,332

 

 

32,355

 

Segment assets

 

 

936,489

 

 

456,656

 

 

1,127,697

 

 

2,520,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

18,850

 

$

8,540

 

$

12,606

 

$

39,996

 

Noninterest income

 

 

15,654

 

 

3,450

 

 

3,110

 

 

22,214

 

Depreciation and amortization

 

 

354

 

 

58

 

 

2

 

 

414

 

Segment income before income taxes

 

 

14,042

 

 

7,019

 

 

14,979

 

 

36,040

 

Segment assets

 

 

874,372

 

 

408,070

 

 

957,612

 

 

2,240,054

 

The following table sets forth reconciliations of net interest income, noninterest income, income before taxes, and assets of reportable operating segments to the Company’s consolidated total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands)

 

Net interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total for reportable operating segments

 

$

20,690

 

$

20,319

 

$

39,897

 

$

39,996

 

Other [1]

 

 

227

 

 

219

 

 

449

 

 

437

 

Consolidated net interest income

 

$

20,917

 

$

20,538

 

$

40,346

 

$

40,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total for reportable operating segments

 

$

10,816

 

$

11,235

 

$

22,162

 

$

22,214

 

Other [1]

 

 

52

 

 

126

 

 

148

 

 

249

 

Consolidated noninterest income

 

$

10,868

 

$

11,361

 

$

22,310

 

$

22,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total for reportable operating segments

 

$

16,691

 

$

18,259

 

$

32,355

 

$

36,040

 

Other [1]

 

 

(11,352

)

 

(13,999

)

 

(21,598

)

 

(28,119

)

Consolidated income before income taxes

 

$

5,339

 

$

4,260

 

$

10,757

 

$

7,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total for reportable operating segments

 

$

2,520,842

 

$

2,240,054

 

$

2,520,842

 

$

2,240,054

 

Other [1]

 

 

61,242

 

 

44,254

 

 

61,242

 

 

44,254

 

Consolidated assets

 

$

2,582,084

 

$

2,284,308

 

$

2,582,084

 

$

2,284,308

 

[1] Represents operations not considered to be a reportable segment and/or general operating expenses of the Company.

32



 

STERLING BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 11. Other Comprehensive Income

Information related to the components of other comprehensive income included in accumulated other comprehensive loss is as follows with related tax effects:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains on securities, arising during the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before tax

 

$

1,702

 

$

1,731

 

$

2,395

 

$

3,954

 

Tax effect

 

 

(773

)

 

(785

)

 

(1,087

)

 

(1,794

)

Net of tax

 

 

929

 

 

946

 

 

1,308

 

 

2,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for securities gains included in net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before tax

 

 

(380

)

 

(746

)

 

(1,109

)

 

(2,248

)

Tax effect

 

 

172

 

 

338

 

 

503

 

 

1,020

 

Net of tax

 

 

(208

)

 

(408

)

 

(606

)

 

(1,228

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for amortization of prior service cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before tax

 

 

16

 

 

16

 

 

32

 

 

33

 

Tax effect

 

 

(8

)

 

(7

)

 

(15

)

 

(15

)

Net of tax

 

 

8

 

 

9

 

 

17

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for amortization of net actuarial losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before tax

 

 

713

 

 

775

 

 

1,425

 

 

1,531

 

Tax effect

 

 

(323

)

 

(351

)

 

(646

)

 

(694

)

Net of tax

 

 

390

 

 

424

 

 

779

 

 

837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

$

1,119

 

$

971

 

$

1,498

 

$

1,787

 

33


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 12. Fair Value Measurements

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able to transact and willing to transact.

FASB Codification Topic 820: Fair Value Measurements and Disclosures establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair values hierarchy is as follows:

 

 

 

 

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Examples of financial instruments generally included in this level are U.S. Treasury securities, equity and trust preferred securities that trade in active markets and listed derivative instruments.

 

 

 

 

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Examples of financial instruments generally included in this level are corporate debt, mortgage-backed certificates issued by U.S. government corporations and government sponsored enterprises, equity securities that trade in less active markets and certain derivative instruments.

 

 

 

 

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own judgments about the assumptions that market participants would use in pricing the assets or liabilities. Examples of financial instruments generally included in this level are private equities, certain loans held for sale and other alternative investments.

Fair value of securities is based upon quoted market prices, where available (level 1 inputs). If such quoted market prices are not available, fair value is based upon market prices determined by an outside, independent entity that primarily uses as inputs, observable market-based parameters (level 2 inputs). Fair value of loans held for sale is based upon internally developed models that primarily use as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters (level 3 inputs). Any such valuation adjustments are applied consistently over time. The Company valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities available for sale and other investments. Securities classified as available for sale and other investments (included in “Other assets” on the Consolidated Balance Sheet) are generally reported at fair value utilizing Level 1 and Level 2 inputs. Investments in fixed income securities, exclusive of preferred stock and mortgage-backed securities, are valued based on evaluations provided by Interactive Data Corporation (“IDC”), a leading global provider of market data information. IDC evaluations represent an exit price or their opinion as to what a buyer would pay for a security, typically in an institutional round lot position in a current sale. IDC seeks to utilize market data and observations in its evaluation service, and gives priority to observable benchmark yields and reported trades. IDC utilizes evaluated pricing techniques that vary by asset class and incorporate available market information; because many fixed income securities do not trade on a daily basis, IDC applies available information through processes such as benchmark curves, benchmarking of similar securities, sector groupings and matrix pricing. Model processes such as option-adjusted spread models are used to value securities that have prepayment features. Substantially all securities available for sale evaluated in this manner are deemed to be Level 2 valuations.

34


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

For mortgage-backed securities issued by U.S. government corporations and government sponsored enterprises, management considers dealer indicative bids in the valuation process. Indicative bids are estimates of value and do not necessarily represent the price at which the dealer would be willing to transact. Such bids are compared to IDC evaluated prices for reasonableness as well as consistency with observable market conditions. All mortgage-backed securities are deemed to be valued based on Level 2 inputs.

Publicly traded common and preferred stocks are valued by reference to the market closing price (last trade) on the measurement date (Level 1 inputs). In the unlikely event that no trade occurred on the measurement date, reference would be made to an indicative bid or the last trade most proximate to the measurement date (Level 2 inputs).

The following table summarizes financial assets measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value. There were no financial liabilities measured at fair value. There have been no transfers between level 1 and level 2 of the fair value hierarchy.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

Level 1
Inputs

 

Level 2
Inputs

 

Level 3
Inputs

 

Total
Fair Value

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

 

$

62,548

 

$

 

$

62,548

 

Agency notes

 

 

 

 

45,160

 

 

 

 

45,160

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

107,708

 

 

 

 

107,708

 

Obligations of state and political institutions - New York Bank Qualified

 

 

 

 

25,881

 

 

 

 

25,881

 

Single-issuer, trust preferred securities

 

 

22,326

 

 

 

 

 

 

22,326

 

Corporate debt securities

 

 

 

 

248,136

 

 

 

 

248,136

 

Equity and other securities

 

 

4,990

 

 

 

 

 

 

4,990

 

Total marketable securities

 

$

27,316

 

$

381,725

 

$

 

$

409,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments

 

$

10,914

 

$

9,519

 

$

 

$

20,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

 

$

51,983

 

$

 

$

51,983

 

Agency notes

 

 

 

 

100,122

 

 

 

 

100,122

 

Total obligations of U.S. government corporations and government sponsored enterprises

 

 

 

 

152,105

 

 

 

 

152,105

 

Obligations of state and political institutions - New York Bank Qualified

 

 

 

 

40,044

 

 

 

 

40,044

 

Single-issuer, trust preferred securities

 

 

3,933

 

 

 

 

 

 

3,933

 

Corporate debt securities

 

 

 

 

189,058

 

 

 

 

189,058

 

Equity and other securities

 

 

4,940

 

 

 

 

 

 

4,940

 

Total marketable securities

 

$

8,873

 

$

381,207

 

$

 

$

390,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments

 

$

11,838

 

$

6,760

 

$

 

$

18,598

 

35


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Certain financial assets, such as collateral-dependent impaired loans are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table summarizes the period end fair value of financial assets, based on significant unobservable (Level 3) inputs, measured on a non-recurring basis:

 

 

 

 

 

 

 

 

 

 

June 30,
2011

 

December 31,
2010

 

Impaired loans

 

$

3,311

 

$

3,368

 

Other real estate owned, net

 

 

2,004

 

 

182

 

Impaired loans. The fair value of impaired loans with specific allocations of the allowance for loan losses is based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other real estate owned. Nonrecurring adjustments to certain residential real estate properties classified as other real estate owned (“OREO”) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third-party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Impaired loans at fair value had a recorded investment of $4.5 million, net of a specific allocation of the allowance for loan losses of $1.2 million, at June 30, 2011. Two of the impaired loans are commercial real estate loans and one is a commercial and industrial loan. The fair value of these loans is estimated using Level 3 inputs. For the first six months of 2011, the Company recognized no charge-offs in the allowance related to impaired loans.

Other real estate owned (comprised of foreclosed assets), which is measured at the lower of carrying or fair value less costs to sell, had a net carrying amount of $2.0 million at June 30, 2011. Certain of these assets, upon initial recognition, were re-measured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset. The fair value of a foreclosed asset, upon initial recognition, is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discount criteria. For the six months ended June 30, 2011, the Company recognized $5 thousand of charge-offs in connection with the measurement and initial recognition of foreclosed assets; for the year ended December 31, 2010, the Company recognized $538 thousand. Other than foreclosed assets measured at fair value upon initial recognition, two properties were remeasured at fair value during the year ended December 31, 2010, resulting in a $233 thousand charge to noninterest expense.

36


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

For those financial instruments that are not recorded at fair value in the Consolidated Balance Sheets, but are measured at fair value for disclosure purposes, management follows the same fair value measurement principles and guidance as for instruments recorded at fair value.

Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. The subjective factors include, among other things, estimated cash flows, risk characteristics, credit quality, interest rates and other market factors, all of which are subject to change. With the exception of investment securities and certain long-term debt, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments that are not readily marketable depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.

In particular, fair value estimates are made at a point in time, based on relevant market data as well as the best information available about the financial instrument. Illiquid credit markets have resulted in inactive markets for certain of the Company’s financial instruments. As a result, there is no or limited observable market data for these assets and liabilities. Fair value estimates for financial instruments for which no or limited observable market data is available are based on our judgments regarding current economic conditions, liquidity discounts, currency, credit, and interest rate risks, loss experience and other factors, all of which are Level 3 inputs as discussed above. These estimates involve significant judgments and uncertainties and cannot be substantiated by comparison to quoted prices in active markets and cannot be determined with precision. As a result, such calculated fair value estimates may not be realizable in a current sale or immediate settlement of the instrument. In addition, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used in the fair value measurement technique, including discount rates, liquidity risks, and estimates of future cash flows, could significantly affect these fair value estimates.

A description of the methods, factors and significant assumptions utilized in estimating the fair values for significant categories of financial instruments follows:

Financial Instruments with Carrying Amounts Equal to Fair Value

The carrying amounts for cash and due from banks, interest-bearing deposits with other banks, customers’ liability under acceptances, accrued interest receivable, Federal funds purchased, securities sold under agreements to repurchase, commercial paper, other short-term borrowings, acceptances outstanding, and accrued interest payable, as a result of their short-term nature, are considered to approximate fair value.

Investment Securities

The methods, factors and significant assumptions used to estimate fair values of all securities are described more fully beginning on page 34.

Loans, Net

The fair value of loans, net which reprice within 90 days reflecting changes in the base rate approximate their carrying amount. For other loans held in portfolio, the fair value is calculated based on discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and for similar maturities. These calculations have been adjusted for credit risk based on the Company’s historical credit loss experience.

The fair value for secured nonaccrual loans is the value of the underlying collateral which is sufficient to repay each loan. For other nonaccrual loans, the fair value represents book value less a credit risk adjustment based on the Company’s historical credit loss experience.

Deposits

FASB Codification Topic 825: Financial Instruments requires that the fair value of demand, savings, NOW (negotiable order of withdrawal) and certain money market deposits be equal to their carrying amount. The Company believes that the fair value of these deposits, including the value of deposit relationships, is greater than that prescribed by FASB Codification Topic 825. For other types of deposits with fixed maturities, fair value has been estimated based upon interest rates currently being offered on deposits with similar characteristics and maturities.

Advances—FHLB and Long-Term Borrowings

For advances—FHLB and long-term borrowings, the fair value is calculated based on discounted cash flow analyses, using interest rates currently being quoted for debt with similar characteristics and maturities.

37


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Commitments to Extend Credit, Standby Letters of Credit and Financial Guarantees

The fees received for the issuance of commitments to extend credit, standby letters of credit, and financial guarantees, are considered to approximate fair value. Due to the uncertainty involved in attempting to assess the likelihood and timing of a commitment being drawn upon, coupled with lack of an established market and the wide diversity of fee structures, the Company does not believe it is meaningful to provide an estimate of fair value that differs from the amount of consideration received.

The following is a summary of the carrying amounts and fair values of the Company’s financial assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

FINANCIAL ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

39,906

 

$

39,906

 

$

26,824

 

$

26,824

 

Interest-bearing deposits with other banks

 

 

102,889

 

 

102,889

 

 

40,503

 

 

40,503

 

Investment securities

 

 

879,683

 

 

889,770

 

 

789,315

 

 

790,533

 

Loans, net

 

 

1,370,828

 

 

1,378,429

 

 

1,328,045

 

 

1,332,673

 

Accrued interest receivable

 

 

9,399

 

 

9,399

 

 

8,280

 

 

8,280

 

FINANCIAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, NOW, savings and money market deposits

 

 

1,238,443

 

 

1,238,443

 

 

1,132,497

 

 

1,132,497

 

Time deposits

 

 

762,351

 

 

764,319

 

 

615,267

 

 

617,096

 

Securities sold under agreements to repurchase

 

 

34,236

 

 

34,236

 

 

28,016

 

 

28,016

 

Federal funds purchased

 

 

 

 

 

 

15,000

 

 

15,000

 

Commercial paper

 

 

15,427

 

 

15,427

 

 

14,388

 

 

14,388

 

Other short-term borrowings

 

 

23,865

 

 

23,865

 

 

3,490

 

 

3,490

 

Accrued interest payable

 

 

974

 

 

974

 

 

1,314

 

 

1,314

 

Advances-FHLB and long-term borrowings

 

 

154,230

 

 

155,749

 

 

169,947

 

 

173,110

 

38


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Note 13. New Accounting Standards

Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures About Fair Value Measurements.” ASU 2010-06 requires expanded disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, with significant transfers disclosed separately, (iii) the policy for determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in Level 3 of the fair value hierarchy, a gross presentation of information about purchased, sales, issuances and settlements. ASU 2010-06 further clarifies that (i) fair value measurement disclosures should be provided for each class and liabilities (rather major category), which would generally be a subject of assets or liabilities within a line in statement of financial position and (ii) companies should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The disclosures related to the gross presentation of purchased, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy were required for the Company beginning January 1, 2011. The effect of adopting this new guidance did not have a material impact on the Company’s financial statements.

ASU No. 2010-20,”Receivables (Topic 310) - Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivables, which is generally a disaggregation of portfolio segment. The required disclosures include, among other things, a roll-forward of the allowance for credit losses as well as information about modified, impaired, nonaccrual and past due loans and credit quality indicators. This guidance became effective for the Company’s financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period were required for the Company’s financial statements that include periods beginning on or after January 1, 2011. The effect of adopting this new guidance did not have a material impact on the Company’s financial statements.

ASU No. 2010-28,”Intangibles-Goodwill and Other (Topic 350) - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).” ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The provisions of this guidance were effective for the Company beginning January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

39


STERLING BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

ASU No. 2010-29, “Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force).” ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This guidance also expands the forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributed to the business combination included in the reported pro forma revenue and earnings. The provisions of this guidance will be effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

ASU No. 2011-02, “Receivables (Topic 310) – A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings and is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude, under the guidance clarified by ASU 2011-02, that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. ASU 2011-02 will be effective for the Company on July 1, 2011, and applies retrospectively to restructurings occurring on or after January 1, 2011. Given the recency of this pronouncement, the Company is continuing to evaluate the impact of adoption of this ASU.

ASU No. 2011-03, “Transfers and Servicing (Topic 860) – Reconsideration of Effective Control for Repurchase Agreements.” ASU 2011-03 is intended to improve financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 removes from the assessment of effective control (i) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (ii) the collateral maintenance guidance related to that criterion. ASU 2011-03 will be effective for the Company on January 1, 2012 and is not expected to have a significant impact on the Company’s financial statements.

ASU No. 2011-04, “Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 amends Topic 820, “Fair Value Measurements and Disclosures,” to converge the fair value measurement guidance in U.S. generally accepted accounting principles and International Financial Reporting Standards. ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles in Topic 820 and requires additional fair value disclosures. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is not expected to have a significant impact on the Company’s financial statements.

ASU No. 2011-05, “Comprehensive Income (Topic 220) – Presentation of Comprehensive Income.” ASU 2011-05 amends Topic 220, “Comprehensive Income,” to require that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, ASU 2011-05 requires entities to present, on the face of the financial statements, reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement or statements where the components of other comprehensive income are presented. The option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. ASU 2011-05 is effective for annual periods beginning after December 15, 2011, and is not expected to have a significant impact on the Company’s financial statements.

40



 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following commentary presents management’s discussion and analysis of the financial condition and results of operations of Sterling Bancorp (the “parent company”), a financial holding company under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999, and its subsidiaries, principally Sterling National Bank. Throughout this discussion and analysis, the term the “Company” refers to Sterling Bancorp and its subsidiaries and the term the “bank” refers to Sterling National Bank and its subsidiaries. This discussion and analysis should be read in conjunction with the consolidated financial statements and supplemental data contained elsewhere in this quarterly report and the Company’s annual report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”). Certain reclassifications have been made to prior years’ financial data to conform to current financial statement presentations. Throughout management’s discussion and analysis of financial condition and results of operations, dollar amounts in tables are presented in thousands, except per share data.

OVERVIEW

The Company provides a broad range of financial products and services, including business and consumer loans, commercial and residential mortgage lending and brokerage, mortgage warehouse lending, asset-based financing, factoring/accounts receivable management services, deposit services, trade financing, equipment financing, and deposit services. The Company has operations principally in New York and conducts business throughout the United States. The general state of the U.S. economy and, in particular, economic and market conditions in New York, New Jersey and Connecticut (the “New York metropolitan area”) have a significant impact on loan demand, the ability of borrowers to repay these loans and the value of any collateral securing these loans and may also affect deposit levels. Accordingly, future general economic conditions are a key uncertainty that management expects will materially affect the Company’s results of operations.

For the six months ended June 30, 2011, the bank’s average earning assets represented approximately 99.0% of the Company’s average earning assets. Loans represented 58.3% and investment securities represented 39.2% of the bank’s average earning assets for the first six months of 2011.

The Company’s primary source of earnings is net interest income, and its principal market risk exposure is interest rate risk. The Company is not able to predict market interest rate fluctuations, and its asset-liability management strategy may not prevent interest rate changes from having a material adverse effect on the Company’s results of operations and financial condition.

Although management endeavors to minimize the credit risk inherent in the Company’s loan portfolio, it must necessarily make various assumptions and judgments about the collectibility of the loan portfolio based on its experience and evaluation of economic conditions. If such assumptions or judgments prove to be incorrect, the current allowance for loan losses may not be sufficient to cover loan losses and additions to the allowance may be necessary, which would have a negative impact on net income.

There is intense competition in all areas in which the Company conducts its business. The Company competes with banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions. Many of these competitors have substantially greater resources and lending limits and provide a wider array of banking services. To a limited extent, the Company also competes with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. Competition is based on a number of factors, including prices, interest rates, service, availability of products and geographic location.

The Company regularly evaluates acquisition opportunities and conducts due diligence activities in connection with possible acquisitions. As a result, acquisition discussions, and in some cases negotiations, regularly take place and future acquisitions could occur.

Recent economic conditions during 2011, such as the continuing decrease in real estate values in the principal markets the Company serves and illiquid credit markets, have reduced demands for corporate and real estate lending. If these trends continue, the Company would expect its income from corporate and real estate lending to decrease from the current levels in the near term. In addition, due to the geographic concentration of the Company’s loan portfolio in the New York metropolitan area, representing approximately 69.5% of total loans at June 30, 2011, an adverse change in market conditions in that geographic area could result in a decrease in our income from corporate and real estate lending. A significant prolonged decrease in income from our lending segments, if realized, may have a severe adverse impact on the operations of the Company.

41


INCOME STATEMENT ANALYSIS

Net interest income, which represents the difference between interest earned on interest-earning assets and interest incurred on interest-bearing liabilities, is the Company’s primary source of earnings. Net interest income can be affected by changes in market interest rates as well as the level and composition of assets, liabilities and shareholders’ equity. Net interest spread is the difference between the average rate earned, on a tax-equivalent basis, on interest-earning assets and the average rate paid on interest-bearing liabilities. The net yield on interest-earning assets (“net interest margin”) is calculated by dividing tax-equivalent net interest income by average interest-earning assets. Generally, the net interest margin will exceed the net interest spread because a portion of interest-earning assets are funded by various noninterest-bearing sources, principally noninterest-bearing deposits and shareholders’ equity. The increases (decreases) in the components of interest income and interest expense, expressed in terms of fluctuation in average volume and rate, are provided in the Rate/Volume Analysis shown beginning on page 57. Information as to the components of interest income and interest expense and average rates is provided in the Average Balance Sheets shown beginning on page 55.

Comparison of the Three Months Ended June 30, 2011 and 2010

The Company reported net income available to common shareholders for the three months ended June 30, 2011 of $2.5 million, representing $0.08 per share calculated on a diluted basis, compared to $2.3 million, or $0.09 per share calculated on a diluted basis, for the second quarter of 2010. The increase in net income available to common shareholders was primarily due to a $2.5 million decrease in the provision for loan losses and a $0.4 million increase in net interest income, partially offset by a $0.5 million decrease in noninterest income, a $1.3 million increase in noninterest expenses and a $0.8 million increase in dividend and accretion on the preferred shares, resulting from the repurchase in the second quarter of all of the preferred shares and the warrant issued under the TARP Capital Purchase Program.

Net Interest Income

Net interest income, on a tax-equivalent basis, was $21.8 million for the second quarter of 2011 compared to $21.1 million for the corresponding 2010 period. Net interest income benefitted from higher average loan and investment securities balances and lower cost of funding. Those benefits were partially offset by the impact of lower yields on loans and investment securities and higher interest-bearing deposits balances. The net interest margin, on a tax-equivalent basis, was 3.85% for the second quarter of 2011 compared to 4.12% for the corresponding 2010 period. The net interest margin was impacted by the mix of earning assets and funding, including the higher level of noninterest-bearing demand deposits.

Total interest income, on a tax-equivalent basis, aggregated $25.0 million for the second quarter of 2011, down $0.1 million from the corresponding 2010 period as the benefit of higher average balances was more than offset by lower yields. Total interest earning assets increased to $2.276 billion for the second quarter of 2011 compared to $2.089 billion in the prior year period. The tax-equivalent yield on interest-earning assets was 4.43% for the second quarter of 2011 compared to 4.91% for the corresponding 2010 period.

Interest earned on the loan portfolio increased to $17.8 million for the second quarter of 2011 from $17.1 million in the prior year period. Average loan balances amounted to $1,324.2 million for the second quarter of 2011, an increase of $104.0 million from an average of $1,220.2 million in the prior year period. The increase in average loans, primarily due to the Company’s business development activities, accounted for a $1.7 million increase in interest earned on loans. The yield on the loan portfolio decreased to 5.50% for the second quarter of 2011 from 5.87% for the corresponding 2010 period, which was primarily attribuable to the mix of average outstanding balances among the components of the loan portfolio.

Interest earned on the securities portfolio, on a tax-equivalent basis, decreased to $7.0 million for the second quarter of 2011 from $7.9 million in the corresponding 2010 period. Average outstandings increased to $904.0 million (39.7% of average earning assets) for the second quarter of 2011 from $836.3 million (40.0% of average earning assets) in the second quarter of 2010. The average yield on investment securities decreased to 3.10% for the second quarter of 2011 from 3.76% in the corresponding 2010 period. The increase in balances and the decrease in yields reflect the impact of the Company’s asset/liability management strategy designed to shorten the average life of the portfolio to position the Company for rising interest rates in future periods while taking advantage of the current uptick in long-term rates. The short-term part of the strategy was implemented through the sale of available for sale securities, principally mortgage-backed securities and selected obligations of states and political subdivisions, with longer-term average lives offset by the purchase of short-term corporate debt and obligations of U.S. government corporations and government sponsored enterprises. The long-term part of the strategy was implemented through the purchase of obligations of state and political subdivisions with maturities of approximately 15 years.

Total interest expense decreased by $0.7 million for the second quarter of 2011 from $3.9 million for the corresponding 2010 period, primarily due to the impact of lower rates paid for interest-bearing deposits and borrowings, partially offset by the impact of higher interest-bearing deposits.

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Interest expense on deposits decreased to $2.1 million for the second quarter of 2011 from $2.5 million for the corresponding 2010 period, due to decreases in the cost of those funds, partially offset by the impact of higher balances. The average rate paid on interest-bearing deposits was 0.64%, which was 22 basis points lower than the prior year period. The decrease in average cost of deposits reflects the impact of deposit pricing strategies and the Company’s purchase of certificates of deposit from the Certificate of Deposit Account Registry Service (“CDARS”) and various listing services which provided certificate of deposit balances at lower rates. Average interest-bearing deposits were $1,297.3 million for the second quarter of 2011 compared to $1,151.7 million for the prior year period, reflecting the impact of the Company’s business development activities as well as funds received from CDARS and various listing services.

Interest expense on borrowings decreased to $1.1 million for the second quarter of 2011 from $1.5 million for the corresponding 2010 period, primarily due to lower cost of those funds, partially offset by the impact of the changes in mix. Average borrowings decreased to $248.5 million for the second quarter of 2011 from $266.5 million in the prior year period, reflecting a lesser reliance by the Company on wholesale borrowed funds. During the 2011 first quarter, the bank restructured a portion of its Federal Home Loan Bank fixed rate advances by repaying $100 million of existing borrowings and replacing them with $100 million of lower cost, floating rate advances. This transaction resulted in $4.2 million in prepayment penalties that were deferred and will be recognized in interest expense as an adjustment to the cost of these borrowings in future periods. The existing borrowings were a combination of fixed rate and amortizing advances with an average cost of 2.58% and an average duration of 3.2 years. The new borrowings are all floating-rate advances with an average cost of 1.58%, including the deferred adjustment, with an average duration of three months. The relevant accounting treatment for this transaction was provided by ASC 470-50. This transaction was executed as an earnings and interest rate risk strategy, resulting in lower FHLB advance costs and a reduction of average duration. The blended cost of borrowings decreased by 42 bps to 1.80% from 2.22%.

Provision for Loan Losses

Based on management’s continuing evaluation of the loan portfolio (discussed under “Asset Quality” on page 48), the provision for loan losses for the second quarter of 2011 was $3.0 million, compared to $5.5 million for the prior year period. Factors affecting the lower provision for the second quarter of 2011 included current economic conditions during the quarter and a lower level of net charge-offs and lower nonaccrual loan balances.

The level of the allowance reflects changes in the size of the portfolio or in any of its components as well as management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, economic, political and regulatory conditions. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

As of June 30, 2011, the allowance for loan losses increased $0.3 million from $18.2 million at December 31, 2010, primarily due to an increase in the level of special mention and substandard loans partially offset by a lower level of nonaccrual loans, primarily in the equipment finance portfolio.

Noninterest Income

Noninterest income decreased to $10.9 million for the second quarter of 2011 from $11.4 million in the corresponding 2010 period. The decrease principally resulted from lower securities gains. Mortgage banking income increased due to slightly greater volume of loans sold at higher yields and a change in the mix of products being sold. Securities gains declined and reflected a modification of the asset liability management program commenced in 2009 that was designed to reduce the average life of the investment securities portfolio which was replaced by the strategy that was described under Net Interest Income on page 42. The Company sold approximately $25.8 million of securities with a weighted average life of about 6.3 years. Reinvestment of the proceeds will be in obligations of state and political subdivisions and U.S. government agencies with maturities of approximately 15 years and 5 years, respectively, and in short-term corporate securities.

Noninterest Expense

Noninterest expenses were $23.4 million for the second quarter of 2011 compared to $22.1 million for the prior year period. The increase was principally due to higher personnel and occupancy costs, reflecting the Company’s continued investment in the franchise.

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Comparison of the Six Months Ended June 30, 2011 and 2010

The Company reported net income available to common shareholders for the six months ended June 30, 2011 of $5.8 million, representing $0.20 per share calculated on a diluted basis, compared to $4.3 million, or $0.19 per share calculated on a diluted basis, for the prior year period. The increase in net income available to common shareholders was primarily due to a $5.5 million decrease in the provision for loan losses, partially offset by a $2.4 million increase in noninterest expenses, a $0.5 million increase in the provision for income taxes and a $0.8 increase in dividends and accretion on the preferred shares, the result of the repurchase in the second quarter of all of the preferred shares and the warrant issued under the TARP Capital Purchase Program.

Net Interest Income

Net interest income, on a tax-equivalent basis, was $42.0 million for the first six months of 2011 compared to $41.5 million for the corresponding 2010 period. Net interest income benefitted from higher average loan and investment securities balances and lower cost of funding. Those benefits were partially offset by the impact of lower yields on loans and investment securities and higher interest-bearing deposits balances. The net interest margin, on a tax-equivalent basis, was 3.88% for the first six months of 2011 compared to 4.27% for the corresponding 2010 period. The net interest margin was impacted by the mix of earning assets and funding, including the higher level of noninterest-bearing demand deposits.

Total interest income, on a tax-equivalent basis, aggregated $48.6 million for the first six months of 2011 down $1.0 million from the corresponding 2010 period as the benefit of higher average balances was more than offset by lower yields. Total interest-earning assets increased to $2,209 million for the first six months of 2011 compared to $1,998 million in the prior year period. The tax-equivalent yield on interest-earning assets was 4.49% for the first six months of 2011 compared to 5.12% for the corresponding 2010 period.

Interest earned on the loan portfolio increased to $34.7 million for the first six months of 2011 from