e11vk
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
.
Commission File Number 0-20800
A. |
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Full title of the plan and the address of the plan, if different from that of the issuer
named below: |
STERLING SAVINGS BANK
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
Sterling Financial Corporation
111 North Wall Street
Spokane, WA 99201
REQUIRED INFORMATION
Item 4. |
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Financial statements and schedules prepared in accordance with the financial reporting
requirements of ERISA. |
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Financial Statements and Exhibit
INDEX
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Page |
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F-1 |
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Financial Statements |
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F-2 |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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Supplemental Schedules |
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F-10 |
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F-10 |
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F-11 |
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F-12 |
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F-13 |
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Exhibit 23
Consent of Independent Registered Public Accounting Firm |
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EXHIBIT 23 |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrative
Committee of the Sterling Savings Bank
Employee Savings and Investment Plan and Trust
We have audited the accompanying statements of net assets available for benefits of the Sterling
Savings Bank Employee Savings and Investment Plan and Trust (the Plan) as of December 31, 2005
and 2004, and the related statements of changes in net assets available for benefits for the year
ended December 31, 2005. These financial statements are the responsibility of the Plans
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and
the changes in net assets available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of assets (held at end of year) and reportable
transactions are presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the Plans management.
The supplemental schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ BDO Seidman, LLP
Spokane, Washington
May 11, 2006
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Statements of Net Assets
Available for Benefits
December 31, 2005 and 2004
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2005 |
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2004 |
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Assets |
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Investments, at fair value |
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Mutual funds |
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$ |
19,856,551 |
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$ |
15,613,251 |
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Common stock of Sterling Financial Corp. |
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21,098,497 |
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20,571,934 |
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Collective trust funds |
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5,563,982 |
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4,790,971 |
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Participant loans |
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566,086 |
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432,586 |
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47,085,116 |
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41,408,742 |
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Receivables |
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Employers contribution |
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58,805 |
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0 |
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Participants contribution |
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173,831 |
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0 |
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Accrued interest |
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4,070 |
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3,180 |
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236,706 |
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3,180 |
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Cash and cash equivalents |
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0 |
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26,939 |
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Net assets available for benefits |
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$ |
47,321,822 |
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$ |
41,438,861 |
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See accompanying summary of accounting policies and notes to financial statements.
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F-2 |
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Statement of Changes in
Net Assets Available for Benefits
Year Ended December 31, 2005
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2005 |
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Additions to net assets attributed to: |
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Investment income: |
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Interest |
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$ |
27,604 |
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Dividends |
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784,569 |
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Net change in fair value of investments |
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154,746 |
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966,919 |
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Contributions: |
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Participants |
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5,180,715 |
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Rollovers from qualified plans |
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1,236,646 |
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Employer |
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1,421,517 |
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Total additions |
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8,805,797 |
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Deductions to net assets attributed to: |
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Distributions and benefits paid to participants |
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2,884,959 |
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Administration expenses |
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37,877 |
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Total deductions |
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2,922,836 |
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Net increase in net assets available for benefits |
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5,882,961 |
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Net assets available for benefits: |
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Beginning of year |
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41,438,861 |
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End of year |
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$ |
47,321,822 |
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See accompanying summary of accounting policies and notes to financial statements.
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F-3 |
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of America.
Investments
The Plans investments are stated at fair value. Mutual funds are valued at quoted market prices
which represent the value of shares held by the Plan at year end. The estimated value of the
collective trust funds is determined based on the trustees calculation of the aggregate quoted
market price of the underlying investments adjusted for certain expenses. Sterling Financial
Corporation common stock is valued at its quoted market price.
The Plan presents in the statement of changes in net assets available for benefits the net
appreciation or depreciation in the fair value of its investments which consists of the realized
gains or losses and the net unrealized appreciation or depreciation on those investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Benefit Payments
Benefits are recorded when paid.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make significant estimates and assumptions
that affect the reported amounts of net assets available for benefits, disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amounts of changes
in net assets available for benefits during the reporting period. Actual results could differ from
those estimates.
Risks and Uncertainties
The Plan provides various investment options for participants to choose from in combinations of
stocks, mutual funds and other investment securities. These investment options are exposed to
various risks, such as interest rate, market and credit. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes in the value of such
investments, it is at least reasonably possible that changes in risks in the near term would
materially affect participants account balances and the amounts reported in the statements of net
assets available for benefits and the statement of changes in net assets available for benefits.
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
1. Description of Plan
The following description of the Sterling Savings Bank (Sterling or the Employer) Employee
Savings and Investment Plan and Trust (the Plan) provides only general information. Participants
should refer to the Plan itself for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan, which became effective on July 1, 1985. Employees who
have attained the age of 18 may enroll on the first day of the month following one calendar month
of employment. The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).
Contributions
Participants can contribute from 1% to 75% of their compensation up to the statutory maximum
through payroll deductions to the Plan.
Participant contributions are entitled to a discretionary Employer matching contribution. The
matching contribution formula provides that Employer will contribute up to a maximum match of 35%
of the employees contribution not to exceed 10% of the participants compensation. The Employer
contributed the maximum match in 2005 and 2004. Additional amounts may be contributed at the option
of Sterling as a profit sharing contribution. No discretionary profit sharing contributions were
made in 2005 or 2004. All Employer contributions are initially invested in the common stock of
Sterling Financial Corporation. Participants who have been employed with Sterling for five years
or more have the option of reallocating Employer contributions that have been invested in Sterling
Financial Corporation stock into any of the Plans other investment funds.
Investment Options
Participant contributions are invested in separate investment options as designated by the
individual participants. Participants may elect to reallocate the amounts invested in each
investment on any business day.
Participant Accounts
Separate accounts are maintained for each participant. Each participants account is credited with
the participants contribution, an allocation of Sterlings contribution and any Plan earnings, and
is debited with any losses and expenses. Allocations of Sterlings contribution and Plan earnings
or losses and expenses are based on participant account balances, as defined in the Plan document.
The participants benefit is the amount of any balance that has accumulated in his or her account.
Vesting
A participant is 100% vested in his or her voluntary contributions plus actual earnings thereon.
Sterlings contributions and earnings thereon are subject to a vesting schedule of 50% after two
years and 100% after three years of service.
Forfeitures
Forfeitures totaled $55,483 and $86,358 at December 31, 2005 and 2004, respectively. Forfeitures
of Sterling contributions will reduce future matching contributions. Forfeitures in the amount of
$118,174 were used to offset Employer contributions for the year ended December 31, 2005. The
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
remaining forfeitures were allocated to a suspense account for use in future years to offset
Employer contributions.
Payment of Benefits
Distributions are made upon termination, death, disability or retirement. Participants or their
beneficiaries will receive payment of benefits as follows: (a) balances of $5,000 or less will be
distributed in a lump sum, or (b) balances greater than $5,000 will be distributed in various
optional forms of distribution. In 2005, the Plan was amended to allow for automatic rollover of
participant balances between $1,000 and $5,000 to an IRA, in the event the participant does not
elect otherwise.
Participant Loans
A participant may borrow from his or her fund account up to a maximum of 50% of his or her vested
account balance. However, participant loans can be no more than $50,000 minus the participants
highest outstanding loan amount during the prior twelve months. The loans are secured by the
vested balance in the participants account and bear interest at the Federal Reserve prime rate
plus 1%, calculated at the end of each month and applied to all loans funded during the next month.
Principal and interest are paid ratably through regular payroll deductions over a period not to
exceed five years. Participants pay a loan origination fee, as well as an annual loan maintenance
fee.
Administrative Expenses
Both Sterling and Plan participants pay the costs of the Plan. Plan participants pay a portion of
the trustee fee ranging from $15 to $25 per participant per year for 2005. Additionally, each
share of Sterling Financial Corporation common stock that is purchased by the Plan on the open
market is subject to a fee of $0.10 per share, which is paid by the participants. Sterling pays
the remaining portion of the trustee fee charged by Merrill Lynch as trustee and all other fees,
expenses and commissions.
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
2. Investments
The following table presents the fair value of investments, including those that represent 5% or
more of the Plans net assets at December 31, 2005 and 2004.
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2005 |
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2004 |
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Corporate Stocks: |
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Common Stock of Sterling Financial Corporation |
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$ |
21,098,497 |
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$ |
20,571,934 |
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Collective Trust Funds: |
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Merrill Lynch Retirement Preservation Trust |
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5,563,982 |
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4,790,971 |
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Mutual Funds: |
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American Growth Fund |
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5,577,653 |
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4,155,049 |
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MFS Value Fund |
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3,929,070 |
|
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|
3,301,573 |
|
Munder Midcap Core Growth |
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2,696,601 |
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0 |
|
Merrill
Lynch S&P 500 Index |
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|
2,121,572 |
|
|
|
1,839,408 |
|
Merrill Lynch Bond Fund |
|
|
1,807,139 |
|
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|
1,366,399 |
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American Balanced Fund |
|
|
1,734,034 |
|
|
|
1,293,145 |
|
Thornburg International Value Fund |
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|
1,209,339 |
|
|
|
652,091 |
|
Merrill Lynch Global Allocation Fund |
|
|
779,255 |
|
|
|
571,382 |
|
Delaware Group Trend Fund |
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|
1,888 |
|
|
|
2,434,204 |
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|
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|
|
|
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|
Participant Loans |
|
|
566,086 |
|
|
|
432,586 |
|
|
|
|
|
|
|
|
|
|
$ |
47,085,116 |
|
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$ |
41,408,742 |
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During the year ended December 31, 2005, the Plans investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated (depreciated) in value as
follows:
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|
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2005 |
|
Mutual funds |
|
$ |
909,722 |
|
Common stock of Sterling Financial Corporation |
|
|
(754,976 |
) |
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Total |
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$ |
154,746 |
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Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
Investment in the Plan is participant-directed, except that the Employers matching contributions
are generally invested in Sterling Financial Corporation common stock. As described in Note 1, a
participant who has been an Employee for at least five years may reinvest the matching contribution
into other investment options. Participants, at their discretion, may also direct investments to
Sterling Financial Corporation common stock. Information about the net assets in Sterling
Financial Corporation common stock as of December 31, 2005 and 2004, and the change from 2004 to
2005 in non-participant directed investment balances are as follows:
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2005 |
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2004 |
|
Net assets in Sterling Financial Corporation common stock: |
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Non-participant directed |
|
$ |
12,817,519 |
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$ |
12,889,608 |
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Participant directed |
|
|
8,280,978 |
|
|
|
7,682,326 |
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|
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Total |
|
$ |
21,098,497 |
|
|
$ |
20,571,934 |
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
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2005 |
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2004 |
|
Changes in non-participant directed net assets in Sterling Financial |
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Corporation common stock for the years ended December 31: |
|
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Contributions |
|
$ |
1,362,712 |
|
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$ |
1,279,842 |
|
Interest and dividends |
|
|
30,640 |
|
|
|
918,998 |
|
Net appreciation |
|
|
(582,145 |
) |
|
|
1,754,290 |
|
Benefits paid to participants |
|
|
(660,230 |
) |
|
|
(666,127 |
) |
Administrative expenses |
|
|
(10,556 |
) |
|
|
(9,522 |
) |
Transfers to participant-directed investments |
|
|
(212,510 |
) |
|
|
(498,044 |
) |
|
|
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Total |
|
$ |
(72,089 |
) |
|
$ |
2,779,437 |
|
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3. Plan Termination
Although it has not expressed an intent to do so, Sterling has the right to discontinue its
contributions to the Plan at any time and to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, participants accounts will become fully vested and
non-forfeitable. All assets remaining in the Plan after payment of any expenses properly
chargeable against the Plan shall be paid to participants in accordance with the terms of the Plan.
4. Tax Status
On October 18, 2004, the Employer received a letter from the Internal Revenue Service informing the
Employer that the Plan is qualified and exempt under Sections 401 and 501 of the Internal Revenue
Code of 1986, as amended.
5. Related Party Transactions
Certain Plan investments are shares of mutual funds and collective trust funds managed by Merrill
Lynch, which is the trustee of the Plan. These investments include the Retirement Preservation
Trust, Bond Fund Core Bond Portfolio, Global Allocation, and S&P 500 Index Fund. No transaction fees or
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
commissions were paid, or are payable by the Plan through the Trust relating to these funds
in 2005 and 2004.
Certain Plan investments are shares in Sterling Financial Corporation common stock, as detailed in
Note 2. Sterling Financial Corporation is the parent company of Sterling Savings Bank and
therefore these transactions also qualify as party-in-interest transactions.
6. Merged Plan
On January 2, 2004, Klamath First Federal Savings and Loan Association was merged with and into
Sterling, with Sterling being the surviving institution in the merger. As a result of the merger,
the Klamath Fund 401(k) Plan was merged with and into the Plan. During the year ended December 31,
2004, Plan assets were increased by $1,998,453 due to this plan merger.
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Schedule
of Assets (Held at End of Year)
December 31, 2005
EIN:
91-1166044 Plan Number: 001
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(c) |
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(b) |
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Description of Investment, Including |
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(e) |
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Identity of Issuer, Borrower, |
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Maturity Date, Rate of Interest |
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(d) |
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Current |
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(a) |
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Lessor or Similar Party |
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Collateral, Par or Maturity Value |
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Cost** |
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Value |
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Common Stock |
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|
* |
|
Sterling Financial Corporation |
|
Common stock, 844,616 shares at $1 par value |
|
$ |
9,577,357 |
|
|
$ |
21,098,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Trust Funds |
|
|
|
|
|
|
|
|
|
|
* |
|
Merrill Lynch Retirement Preservation Trust |
|
5,563,982 shares |
|
|
|
|
|
|
5,563,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
American Growth Fund |
|
Mutual fund, 182,874 shares |
|
|
|
|
|
|
5,577,653 |
|
|
|
MFS Value Fund |
|
Mutual fund, 169,722 shares |
|
|
|
|
|
|
3,929,070 |
|
|
|
Munder Midcap Core Growth |
|
Mutual fund, 119,477 shares |
|
|
|
|
|
|
2,696,601 |
|
* |
|
Merrill Lynch S&P 500 Index |
|
Mutual fund, 138,756 shares |
|
|
|
|
|
|
2,121,572 |
|
* |
|
Merrill Lynch Bond Fund |
|
Mutual fund, 156,192 shares |
|
|
|
|
|
|
1,807,139 |
|
|
|
American Balanced Fund |
|
Mutual fund, 97,308 shares |
|
|
|
|
|
|
1,734,034 |
|
|
|
Thornburg International Value Fund |
|
Mutual fund, 51,549 shares |
|
|
|
|
|
|
1,209,339 |
|
* |
|
Merrill Lynch Global Allocation Fund |
|
Mutual fund, 46,137 shares |
|
|
|
|
|
|
779,255 |
|
|
|
Delaware Group Trend Fund |
|
Mutual fund, 85 shares |
|
|
|
|
|
|
1,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,856,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans |
|
Interest ranging from 5.00% to 8.00%, |
|
|
|
|
|
|
|
|
|
|
|
|
maturing through December 2010 |
|
|
|
|
|
|
566,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,085,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents party-in-interest to the Plan. |
|
** |
|
Cost information is omitted with respect to participant or beneficiary directed transactions. |
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Schedule of Reportable Transactions for the Year Ended December 31, 2005**
EIN:
91-1166044 Plan Number: 001
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(g) |
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Current |
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Value of |
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(b) |
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(c) |
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(d) |
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(e) |
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(f) |
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Asset on |
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Identity of Party |
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Description |
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Purchase |
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Selling |
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Cost of |
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Transaction |
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(h) |
(a) |
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Involved |
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of Asset |
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Price |
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Price |
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Asset |
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Date |
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Net Gain |
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* |
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Sterling Financial |
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Employer Securities - |
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$ |
1,708,572 |
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$ |
0 |
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$ |
1,708,572 |
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$ |
1,708,572 |
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$ |
0 |
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Corporation |
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Common Stock |
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0 |
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977,460 |
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544,355 |
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977,460 |
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433,105 |
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* |
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Represents party-in-interest to the Plan. |
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** |
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Represents transactions or a series of transactions related to participant and non-participant directed investments
in excess of 5% of the fair value of Plan assets at the beginning of the year. |
Sterling Savings Bank
Employee Savings and Investment Plan and Trust
Signatures
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Sterling Savings Bank Employee Savings and Investment
Plan and Trust
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Date: June 26, 2006 |
By: |
/s/ William R. Basom
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William R. Basom |
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Vice President, Treasurer and Principal Accounting Officer |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
23
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Consent of Independent Registered Public Accounting Firm |