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Business Combination
3 Months Ended
Mar. 31, 2012
Business Combinations [Abstract]  
Business Combination
Business Combination:

On February 29, 2012, Sterling Bank completed its acquisition of the operations of First Independent Bank, by acquiring certain assets and assuming certain liabilities, including all deposits for a net purchase price of $40.6 million, comprised of $28.9 million of cash paid at closing and contingent consideration with a fair value of $11.7 million at acquisition date. The contingent consideration is payable in two installments at 12 and 18 months from the date of closing, in an amount ranging from zero to $17 million. The contingent consideration payments will be determined based on certain performance metrics relating to core deposit retention, loan charge-offs, and wealth management revenues. As a result of this transaction, Sterling now offers trust services, and has 14 additional branches in the Portland/Vancouver market. The following table summarizes the amounts recorded at closing:
 
February 29, 2012
 
(in thousands)
Cash and cash equivalents
$
150,045

Investments and MBS
187,469

Loans receivable, net
350,129

Goodwill
21,730

Core deposit intangible
11,974

Fixed assets
4,843

Other assets
10,785

Total assets acquired
$
736,975

Deposits
$
695,919

Other liabilities
409

Total liabilities assumed
696,328

Net assets acquired
$
40,647


The recorded goodwill of $21.7 million represents the inherent long-term value anticipated from synergies expected to be achieved as a result of the transaction. The amount of goodwill deductible for income tax purposes is approximately equivalent to the recorded book value. The core deposit intangible has a weighted average amortization period of ten years and will be amortized on an accelerated basis. The following table presents certain First Independent stand alone amounts and pro forma Sterling and First Independent combined amounts as if the transaction had occurred on January 1, 2011. Cost savings estimates are not included in the pro forma combined results, nor are certain credit impaired loans and associated losses excluded from the purchase and assumption transaction.
 
First Independent (stand alone)
 
Pro Forma Combined
 
One Month Ended
 
Three Months Ended
 
March 31, 2012
 
March 31, 2012
 
March 31, 2011
 
(in thousands, except per share data)
Net interest income
$
3,241

 
$
80,834

 
$
82,083

Noninterest income
503

 
32,592

 
32,403

Net income
2,107

 
17,505

 
10,038

Earnings per share - basic
0.03

 
0.28

 
0.16

Earnings per share - diluted
$
0.03

 
$
0.28

 
$
0.16





Although the majority of First Independent's credit impaired loans were excluded from the transaction, certain loans acquired were deemed to exhibit evidence of credit deterioration since origination. The purchased impaired loans are accounted for under Accounting Standards Codification ("ASC") 310-30 (Receivables - Loan and Debt Securities Acquired with Deteriorated Credit Quality), with periodic updates to the loans' cash flow expectations reflected in interest income over the life of the loans as accretable yield. For purchased impaired loans (ASC 310-30 loans), details as of the acquisition date were as follows:
 
February 29, 2012
 
(in thousands)
Contractual cash flows
$
24,408

Expected prepayments and credit losses
7,220

Expected cash flows
17,188

Present value of expected cash flows
15,265

Accretable yield
$
1,923

As of March 31, 2012, no allowance for credit losses was recorded in connection with these loans, and the unpaid principal balance and carrying amount of the purchased impaired loans were $21.2 million and $14.6 million, respectively. The following table presents a roll forward of activity for the accretable yield for the purchased impaired loans:
 
Three Months Ended
 
March 31, 2012
 
(in thousands)
Beginning balance
$
0

Additions
1,923

Accretion to interest income
(14
)
Ending balance
$
1,909

For purchased loans that had not exhibited evidence of credit deterioration, as of February 29, 2012, the unpaid principal balance and contractual interest ("contractual cash flows") were $403.8 million, with $12.7 million of these cash flows not expected to be collected. A discount of $21.8 million was recorded on these loans. As of March 31, 2012, the following table provides the related five-year projected accretion of the discount which will be recognized as increase to interest income:
 
Amount
Remainder of 2012
$
7,374

Years ended December 31,
 
2013
4,210

2014
2,796

2015
1,724

2016
1,031

2017
679