UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For the
quarterly period ended: March 31, 2009





[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For the
transition period from ____________ to ____________





Commission
File No. 333-133649





STERLING  BANKS,
INC.


(Exact
name of registrant as specified in its charter)





New
      Jersey
            20-4647587(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)





3100 Route 38, Mount Laurel,
New Jersey 08054


(Address
of principal executive offices) (Zip Code)





856-273-5900


(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.


Yes X                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 (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes_____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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            Smaller
      reporting company
            x


(Do not
check if a smaller reporting company)












Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):YES  NO
X





Number of shares outstanding of the
registrant’s common stock, par value $2.00 per share, outstanding as of May 8,
2009: 5,843,362











STERLING
BANKS, INC.





FORM
10-Q





FOR
THE QUARTER ENDED MARCH 31, 2009





INDEX








Part
      I
            FINANCIAL
      INFORMATION
            PageItem
      1.
            Consolidated
      Financial StatementsBalance
      Sheets
            4Statements
      of Operations
            6Statements
      of Shareholders’ Equity
            7Statements
      of Cash Flows
            8Notes
      to Financial Statements
            9Item
      2.
            Management’s
      Discussion and Analysis of Financial Conditionand
      Results of Operations
            18Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            23Item
      4T.
            Controls
      and Procedures
            23Part
      II
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            24Item
      1A.
            Risk
      Factors
            24Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            24Item
      3.
            Defaults
      Upon Senior Securities
            24Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            24Item
      5.
            Other
      Information
            24Item
      6.
            Exhibits
            24SIGNATURES
            
            25EXHIBITS





Exhibit
      31.1
            Certification
      of Chief Executive Officer pursuant to Sec.302 of the Sarbanes-Oxley Act
      of 2002.Exhibit
      31.2
            Certification
      of Chief Financial Officer pursuant to Sec.302 of the Sarbanes-Oxley Act
      of 2002.Exhibit
      32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act
      of 2002.








3





Part
I.                                Financial
Information





Item
1.                                Financial
Statements








STERLING
BANKS, INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


MARCH
31, 2009 AND DECEMBER 31, 2008





March
      31,
              2009
              (unaudited)
            
            
            December
      31,
              2008ASSETSCash
      and cash due from banks
            
            $
            8,525,000
            
            
            $
            13,054,000Federal
      funds sold
            
            
            16,327,000
            
            
            
            472,000Cash
      and cash equivalents
            
            
            24,852,000
            
            
            
            13,526,000Investment
      securities held-to-maturity, at cost (fair value of
      $18,088,000
              at
      March 31, 2009 and $19,992,000 at December 31, 2008)
            
            
            17,808,000
            
            
            
            19,884,000Investment
      securities available-for-sale, at fair value
            
            
            31,875,000
            
            
            
            24,097,000Total
      investment securities
            
            
            49,683,000
            
            
            
            43,981,000Restricted
      stock, at cost
            
            
            2,448,000
            
            
            
            2,448,000Loans
      held for sale
            
            
            -
            
            
            
            2,000Loans
            
            
            302,661,000
            
            
            
            305,626,000Less:
      allowance for loan losses
            
            
            (8,380,000
            )
            
            
            (8,531,000
            )Total
      net loans
            
            
            294,281,000
            
            
            
            297,095,000Core
      deposit intangible asset, net
            
            
            2,275,000
            
            
            
            2,374,000Bank
      premises and equipment, net
            
            
            8,987,000
            
            
            
            9,122,000Accrued
      interest receivable and other assets
            
            
            10,966,000
            
            
            
            10,557,000Total
      assets
            
            $
            393,492,000
            
            
            $
            379,105,000














See
Notes to Consolidated Financial Statements





4





STERLING
BANKS, INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


MARCH
31, 2009 AND DECEMBER 31, 2008














March
      31,
              2009
              (unaudited)
            
            
            December
      31,
              2008LIABILITIES
              
              DepositsNoninterest-bearing
            
            $
            34,020,000
            
            
            $
            35,873,000Interest-bearing
            
            
            308,886,000
            
            
            
            292,721,000Total
      deposits
            
            
            342,906,000
            
            
            
            328,594,000Federal
      Home Loan Bank advances
            
            
            16,000,000
            
            
            
            16,000,000Subordinated
      debentures
            
            
            6,186,000
            
            
            
            6,186,000Accrued
      interest payable and other accrued liabilities
            
            
            1,434,000
            
            
            
            1,204,000Total
      liabilities
            
            
            366,526,000
            
            
            
            351,984,000COMMITMENTS
      AND CONTINGENCIES (Note 2)SHAREHOLDERS'
      EQUITYPreferred
      stock, no par value, 10,000,000 shares authorized, none
issued
              or
      outstanding
            
            
            -
            
            
            
            -Common
      stock,
              $2
      par value, 15,000,000 shares authorized; 5,843,362 issued and
              outstanding
      at March 31, 2009 and December 31, 2008
            
            
            11,687,000
            
            
            
            11,687,000Additional
      paid-in capital
            
            
            29,786,000
            
            
            
            29,767,000Accumulated
      deficit
            
            
            (14,728,000
            )
            
            
            (14,279,000
            )Accumulated
      other comprehensive income (loss)
            
            
            221,000
            
            
            
            (54,000
            )Total
      shareholders' equity
            
            
            26,966,000
            
            
            
            27,121,000Total liabilities and
      shareholders' equity
            
            $
            393,492,000
            
            
            $
            379,105,000










See
Notes to Consolidated Financial Statements




5


STERLING
BANKS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


THREE
MONTHS ENDED MARCH 31, 2009 AND 2008





(Unaudited)





2009
            
            
            2008INTEREST
      INCOMEInterest
      and fees on loans
            
            $
            4,211,000
            
            
            $
            5,510,000Interest
      and dividends on securities
            
            
            494,000
            
            
            
            461,000Interest
      on due from banks and federal funds sold
            
            
            6,000
            
            
            
            64,000Total
      interest and dividend income
            
            
            4,711,000
            
            
            
            6,035,000INTEREST
      EXPENSEInterest
      on deposits
            
            
            1,952,000
            
            
            
            2,742,000Interest
      on Federal Home Loan Bank advances and overnight
              borrowings
            
            
            160,000
            
            
            
            69,000Interest
      on subordinated debentures
            
            
            104,000
            
            
            
            104,000Total
      interest expense
            
            
            2,216,000
            
            
            
            2,915,000Net
      interest income
            
            
            2,495,000
            
            
            
            3,120,000PROVISION
      FOR LOAN LOSSES
            
            
            -
            
            
            
            -Net
      interest income after provision for loan losses
            
            
            2,495,000
            
            
            
            3,120,000NONINTEREST
      INCOMEService
      charges
            
            
            66,000
            
            
            
            60,000Gains
      on sales of available-for-sale securities
            
            
            -
            
            
            
            93,000Miscellaneous
      fees and other
            
            
            153,000
            
            
            
            151,000Total
      noninterest income
            
            
            219,000
            
            
            
            304,000NONINTEREST
      EXPENSESCompensation
      and benefits
            
            
            1,646,000
            
            
            
            1,891,000Occupancy,
      equipment and data processing
            
            
            946,000
            
            
            
            923,000Marketing
      and business development
            
            
            130,000
            
            
            
            147,000Professional
      services
            
            
            239,000
            
            
            
            165,000Amortization
      of core deposit intangible asset
            
            
            99,000
            
            
            
            87,000Other
      operating expenses
            
            
            367,000
            
            
            
            337,000Total
      noninterest expenses
            
            
            3,427,000
            
            
            
            3,550,000LOSS
      BEFORE INCOME TAX BENEFIT
            
            
            (713,000
            )
            
            
            (126,000
            )INCOME
      TAX BENEFIT
            
            
            (264,000
            )
            
            
            (42,000
            )NET
      LOSS
            
            $
            (449,000
            )
            
            $
            (84,000
            )NET
      LOSS PER COMMON SHAREBasic
      and Diluted
            
            $
            (0.08
            )
            
            $
            (0.01
            )WEIGHTED
      AVERAGE SHARES OUTSTANDINGBasic
      and Diluted
            
            
            5,843,362
            
            
            
            5,843,362








See
Notes to Consolidated Financial Statements








6




STERLING
BANKS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY


THREE
MONTHS ENDED MARCH 31, 2009 AND 2008


(Unaudited)





Retained
            
            
            AccumulatedAdditional
            
            
            Earnings
            
            
            Other
            
            
            TotalCommon
      Stock
            
            
            Paid-In
            
            
            (Accumulated
            
            
            Comprehensive
            
            
            Shareholders'Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit)
            
            
            Income
      (Loss)
            
            
            EquityDecember
      31, 2007
            
            
            5,843,362
            
            
            $
            11,687,000
            
            
            $
            29,708,000
            
            
            $
            1,949,000
            
            
            $
            (36,000
            )
            
            $
            43,308,000Comprehensive
      income:Net
      loss – 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (84,000
            )
            
            
            -
            
            
            
            (84,000
            )Change
      in net unrealized gain onsecurities
      available-for-sale, netof
      reclassification adjustmentand
      tax effects
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            138,000
            
            
            
            138,000Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            54,000Stock
      compensation
            
            
            -
            
            
            
            -
            
            
            
            11,000
            
            
            
            -
            
            
            
            -
            
            
            
            11,000March
      31, 2008
            
            
            5,843,362
            
            
            $
            11,687,000
            
            
            $
            29,719,000
            
            
            $
            1,865,000
            
            
            $
            102,000
            
            
            $
            43,373,000December
      31, 2008
            
            
            5,843,362
            
            
            $
            11,687,000
            
            
            $
            29,767,000
            
            
            $
            (14,279,000
            )
            
            $
            (54,000
            )
            
            $
            27,121,000Comprehensive
      income (loss):Net
      loss – 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (449,000
            )
            
            
            -
            
            
            
            (449,000
            )Change
      in net unrealized gain onsecurities
      available-for-sale, netof
      reclassification adjustmentand
      tax effects
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            275,000
            
            
            
            275,000Total
      comprehensive loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (174,000
            )Stock
      compensation
            
            
            -
            
            
            
            -
            
            
            
            19,000
            
            
            
            -
            
            
            
            -
            
            
            
            19,000March
      31, 2009
            
            
            5,843,362
            
            
            $
            11,687,000
            
            
            $
            29,786,000
            
            
            $
            (14,728,000
            )
            
            $
            221,000
            
            
            $
            26,966,000





See
Notes to Consolidated Financial Statements











7




STERLING
BANKS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


THREE
MONTHS ENDED MARCH 31, 2009 AND 2008


(Unaudited)


2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (449,000
            )
            
            $
            (84,000
            )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
      and amortization of premises and equipment
            
            
            286,000
            
            
            
            270,000Net
      amortization of purchase premium on securities
            
            
            70,000
            
            
            
            11,000Net
      amortization of core deposit intangible
            
            
            99,000
            
            
            
            87,000Stock
      compensation
            
            
            19,000
            
            
            
            11,000Realized
      loss on sales or retirement of equipment
            
            
            -
            
            
            
            1,000Realized
      loss on sales of repossessed property
            
            
            12,000
            
            
            
            -Realized
      gain on sales of securities available-for-sale
            
            
            -
            
            
            
            (93,000
            )Proceeds
      from sale of loans held for sale
            
            
            2,000
            
            
            
            89,000Originations
      of loans held for sale
            
            
            -
            
            
            
            (58,000
            )Changes
      in operating assets and liabilities:(Increase)
      Decrease in accrued interest receivable and other assets
            
            
            (856,000
            )
            
            
            488,000Increase
      in accrued interest payable and other accrued liabilities
            
            
            230,000
            
            
            
            232,000Net
      cash provided by (used in) operating activities
            
            
            (587,000
            )
            
            
            954,000CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases
      of securities available-for-sale
            
            
            (9,665,000
            )
            
            
            -Proceeds
      from sales of securities available-for- sale
            
            
            -
            
            
            
            5,470,000Proceeds
      from maturities of securities available-for-sale
            
            
            1,000,000
            
            
            
            18,275,000Proceeds
      from maturities of securities held-to-maturity
            
            
            169,000
            
            
            
            -Proceeds
      from principal payments on mortgage-backed securities
      available-for-sale
            
            
            1,320,000
            
            
            
            838,000Proceeds
      from principal payments on mortgage-backed securities
      held-to-maturity
            
            
            1,861,000
            
            
            
            474,000Purchases
      of restricted stock
            
            
            -
            
            
            
            (1,131,000
            )Proceeds
      from sale of restricted stock
            
            
            -
            
            
            
            1,553,000Net
      decrease in loans
            
            
            2,814,000
            
            
            
            269,000Proceeds
      from sales of other real estate owned
            
            
            253,000
            
            
            
            -Purchases
      of premises and equipment
            
            
            (151,000
            )
            
            
            (163,000
            )Net
      cash provided by (used in) investing activities
            
            
            (2,399,000
            )
            
            
            25,585,000CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) in noninterest-bearing deposits
            
            
            (1,853,000
            )
            
            
            3,034,000Net
      increase (decrease) in interest-bearing deposits
            
            
            16,165,000
            
            
            
            (10,142,000
            )Repayments
      of Federal Home Loan Advances
            
            
            -
            
            
            
            (9,500,000
            )Net
      cash provided by (used in) financing activities
            
            
            14,312,000
            
            
            
            (16,608,000
            )INCREASE
      IN CASH AND CASH EQUIVALENTS
            
            
            11,326,000
            
            
            
            9,931,000CASH
      AND CASH EQUIVALENTS, JANUARY 1,
            
            
            13,526,000
            
            
            
            11,788,000CASH
      AND CASH EQUIVALENTS, MARCH 31,
            
            $
            24,852,000
            
            
            $
            21,719,000SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      paid during the period for:
              Interest
      on deposits and borrowed funds
            
            $
            2,198,000
            
            
            $
            2,998,000Income
      taxes
            
            $
            -
            
            
            $
            140,000











See
Notes to Consolidated Financial Statements


8




STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
1.  DESCRIPTION OF BUSINESS





Sterling
Banks, Inc. (the “Company”) is a bank holding company headquartered in Mount
Laurel, NJ.  Through its subsidiary, the Company provides individuals,
businesses and institutions with commercial and retail banking services,
principally in loans and deposits.  Sterling Banks, Inc. was
incorporated under the laws of the State of New Jersey on February 28, 2006 for
the sole purpose of becoming the holding company of Sterling Bank (the
“Bank”).




The Bank
is a commercial bank, which was incorporated on September 1, 1989, and commenced
opera­tions on December 7, 1990.  The Bank is chartered by the New
Jersey Department of Banking and Insurance and is a member of the Federal
Reserve System and the Federal Deposit Insurance Corporation.  The
Bank maintains its principal office at 3100 Route 38 in Mount Laurel, New Jersey
and has nine other full service branches.  The Bank’s primary deposit
products are checking, savings and term certificate accounts, and its primary
loan products are consumer, residential mortgage and commercial
loans.




NOTE
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Financial
Statements and Basis of Presentation





The
financial statements included herein have not been audited, except for the
balance sheet at December 31, 2008, which was derived from the audited financial
statements.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted; therefore, these financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the year ended December 31, 2008.  The
accompanying financial statements reflect all adjustments which are, in the
opinion of management, necessary to present a fair statement of the results for
the interim periods presented.  Such adjustments are of a normal
recurring nature.  The results for the three months ended March 31,
2009 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2009.





The
financial statements include the accounts of Sterling Banks, Inc. and its
wholly-owned subsidiary, Sterling Bank.  Sterling Banks Capital Trust
I is a wholly-owned subsidiary but is not consolidated because it does not meet
the requirements.  All significant inter-company balances and
transactions have been eliminated.





Use
of Estimates





The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from such
estimates.  Material estimates that are
particularly susceptible to significant change in the near term are the
determination of the allowance for loan losses and the fair value of financial
instruments.





9





STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 2.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)





Commitments





In the
normal course of business, there are various outstanding commitments to extend
credit, such as letters of credit and unadvanced loan commitments, which are not
reflected in the accompanying financial statements.  Management does
not anticipate any material losses as a result of these
commitments.





Contingencies





The
Company, from time to time, is a party to routine litigation that arises in the
normal course of business.  Management does not believe the resolution
of this litigation, if any, would have a material adverse effect on the
Company’s financial condition or results of operations.  However, the
ultimate outcome of any such matter, as with litigation generally, is inherently
uncertain and it is possible that some of these matters may be resolved
adversely to the Company.





Investments





The
Company has identified investment securities that it has the intent and ability
to hold to maturity considering all reasonably foreseeable events or
conditions.  The securities are classified as
“held-to-maturity.”  The Company has also identified investment
securities that will be held for indefinite periods of time, including
securities that will be used as part of the Company’s asset/liability management
strategy and that may be sold in response to changes in interest rates,
prepayments and similar factors.  These securities are classified as
“available-for-sale” and are carried at fair value, with any temporary
unrealized gains or losses reported as a separate component of other
comprehensive income, net of the related income tax effect.  Declines
in the fair value of individual securities below their cost that are other than
temporary, result in write-downs of the individual securities to their fair
value and are included in noninterest income in the statements of
operations.  Factors affecting the determination of whether an
other-than-temporary impairment has occurred include a downgrading of the
security by a rating agency, a significant deterioration in the financial
condition of the issuer, or that the Company would not have the intent and
ability to hold a security for a period of time sufficient to allow for any
anticipated recovery in fair value.  The unrealized losses that
existed as of March 31, 2009 are generally the result of market changes in
interest rates since the purchase of the securities.  This factor
coupled with the fact the Company has both the intent and ability to hold
securities to maturity or for a period of time sufficient to allow for any
anticipated recovery in fair value substantiates that the unrealized losses in
the portfolio are temporary.





Allowance
for Losses on Loans





The
allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to
earnings.  Loan losses are charged against the allowance when
management believes the uncollectibility of a loan balance is
confirmed.  Subsequent recoveries, if any, are credited to the
allowance.  The allowance is an amount that management believes will
be adequate to absorb estimated losses relating to specifically identified
loans, as well as probable credit losses in the balance of the loan portfolio,
based on an evaluation of the collectibility of existing loans and prior loss
experience.










10







STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 2.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)





The
allowance for loan losses is evaluated on a regular basis by management and is
based upon management’s periodic review of the collectibility of loans in light
of changes in the nature and volume of the loan portfolio, overall portfolio
quality and historical experience, review of specific problem loans, adverse
situations which may affect borrowers’ ability to repay, estimated value of any
underlying collateral, prevailing economic conditions, and other factors which
may warrant current recognition.  Such periodic assessments may, in
management’s judgment, require the Bank to recognize additions or reductions to
the allowance.




Various
regulatory agencies periodically review the adequacy of the Company’s allowance
for loan losses as an integral part of their examination
process.  Such agencies may require the Company to recognize additions
or reductions to the allowance based on their judgments of information available
to them at the time of their examination.  This evaluation is
inherently subjective, as it requires estimates that are susceptible to
significant revision as more information becomes available.




A loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement.  Loans that experience insignificant payment delays and
payment shortfalls generally are not classified as
impaired.  Management determines the significance of payment delays
and payment shortfalls on a case-by-case basis, taking into consideration all of
the circumstances surrounding the loan and the borrower, including the length of
the delay, the reasons for the delay, the borrower’s prior payment record, and
the amount of the shortfall in relation to the principal and interest
owed.  Impairment is measured on a loan by loan basis for commercial
and construction loans by either the present value of expected future cash flows
discounted at the loan’s effective rate, the loan’s obtainable market price or
the fair value of the collateral if the loan is collateral
dependent.




Large
groups of smaller balance homogeneous loans are collectively evaluated for
impairment.  Accordingly, the Company does not separately identify
individual residential mortgage and consumer loans for impairment
disclosures.





Impairment
of Long-Lived Assets





The
Company reviews long-lived assets, including property and equipment and definite
lived intangibles, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully
recoverable.  An impairment loss would be recognized when estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than its carrying
amount.  Impairment, if any, is assessed using discounted cash
flows.  No impairments have occurred during the three months ended
March 31, 2009 and 2008.
















11








STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 2.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)





Core
Deposit Intangible





Core
deposit intangibles arise from purchase business combinations.  On
March 16, 2007, we completed our merger with the former Farnsworth Bancorp,
Inc.  We were deemed to be the purchaser for accounting purposes and
thus recognized a core deposit intangible asset in connection with the
merger.  The establishment and subsequent amortization of this
intangible asset requires several assumptions including, among other things, the
estimated cost to service deposits acquired, discount rates, estimated attrition
rates and useful lives.  If the value of the core deposit intangible
or the customer relationship intangible is determined to be less than the
carrying value in future periods, a write down would be taken through a charge
to our earnings.  The most significant element in evaluation of these
intangibles is the attrition rate of the acquired deposits.  If such
attrition rate accelerates from that which we expected, the intangible is
reduced by a charge to earnings.  The attrition rate related to
deposit flows is influenced by many factors, the most significant of which are
alternative yields for deposits available to customers and the level of
competition from other financial institutions and financial services
companies.  In connection with our annual impairment testing in the
fourth quarter of 2008, we reassessed the carrying value of the core deposit
intangible, determined that the value of the core deposit relationship had
declined below its carrying value, and charged earnings for $475,000 in the
fourth quarter of 2008.  We further reassessed the estimated useful
life and determined that with changes in the marketplace, a remaining useful
life of six years would be more appropriate.





Income
Taxes





Deferred
income taxes arise principally from the difference between the income tax basis
of an asset or liability and its reported amount in the financial statements, at
the statutory income tax rates expected to be in effect when the taxes are
actually paid or recovered.  Deferred income tax assets are reduced by
a valuation allowance when, based on the weight of evidence available, it is
more likely than not that some portion of the net deferred tax assets may not be
realized.




When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that ultimately would be sustained.  The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more-likely-than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any.  The evaluation of a tax
position taken is considered by itself and not offset or aggregated with other
positions.  Tax positions that meet the more-likely-than not
recognition threshold are measured as the largest amount of tax benefit that is
more than 50 percent likely of being realized upon settlement with the
applicable taxing authority.  The portion of benefits associated with
tax positions taken that exceeds the amount measured as described above is
reflected as a liability for unrecognized tax benefits in the balance sheet
along with any associated interest and penalties that would be payable to the
taxing authorities upon examination.  It is the Company’s policy to
recognize interest and penalties related to the unrecognized tax liabilities
within income tax expense in the statements of operations.







12




STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 2.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)





Recent
Accounting Pronouncements





On
January 1, 2009, FASB Staff Position (“FSP”) EITF 03-6-1 Share Based Payments and Earnings
Per Share (“EPS”) became effective.  According to the FSP EITF,
unvested share based payment awards that contain non-forfeitable rights to
dividends or dividend equivalents are considered participating securities under
Financial Accounting Standards ("FAS") No. 128.  As such, they should
be included in the computation of basic EPS using the two class
method.  At March 31, 2009 the Bank did not have any shares which were
considered participating securities under FAS No. 128.





In April
2009, the Financial Accounting Standards Board (FASB) issued three amendments to
the fair value measurement, disclosure and other-than-temporary impairment
standards:





·
            FSP
      FAS 157-4, Determining
      Fair Value When the Volume and Level of Activity for the Asset or
      Liability Have Significantly Decreased and Identifying Transactions That
      Are Not Orderly


·
            FSP
      FAS 115-2 and FAS 124-2, Recognition and Presentation
      of Other-Than-Temporary
Impairments


·
            FSP
      FAS 107-1 and APB 28-1, Interim Disclosures about Fair
      Value of Financial
Instruments





These
amendments were in response to concerns raised by constituents, the
mark-to-market study conducted for Congress by the Securities and Exchange
Commission (SEC), and recent hearings held by the U.S. House of Representatives
on mark-to-market accounting.  Each of these accounting standards is
effective for interim periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The Company has
chosen not to adopt these FSPs as of March 31, 2009 and will adopt these
effective June 30, 2009.  The Company is currently evaluating the
impact of adopting these FSP’s, however, they are not expected to materially
impact the financial condition or results of operations.





FASB
Staff Position (FSP) No. FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly





FSP FAS
157-4 provides additional guidance on: a) determining when the volume and level
of activity for the asset or liability has significantly decreased; b)
identifying circumstances in which a transaction is not orderly; and c)
understanding the fair value measurement implications of both (a) and
(b).  This FSP requires several new disclosures, including the inputs
and valuation techniques used to measure fair value and a discussion of changes
in valuation techniques and related inputs, if any, in both interim and annual
periods.










13





STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 2.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)





FSP FAS
115-2 and 124-2,Recognition
and Presentation of Other-Than-Temporary Impairments





FSP FAS
115-2 and 124-2 clarifies the interaction of factors that should be considered
when determining whether a debt security is other-than-temporarily impaired
(“OTTI”).  For debt securities, management must assess whether (a) it
has the intent to sell the security, or (b) it is more likely than not that it
will be required to sell the security prior to its anticipated
recovery.  If OTTI exists, but the entity does not intend to sell the
security, then the OTTI adjustment is separated into the credit-related
impairment portion which is charged to earnings and the other impairment portion
which is recognized in other comprehensive income.  This FSP also
expands and increases the frequency of certain OTTI related
disclosures.





FSP FAS
107-1 and APB 28-1,Interim
Disclosures about Fair Value of Financial Instruments





FSP FAS
107-1 and APB 28-1 require disclosures about the fair value of financial
instruments for interim periods of publicly traded companies as well as in
annual financial statements.  Fair value information along with the
significant assumptions used to estimate fair value must be
disclosed.





NOTE
3.  EARNINGS PER SHARE





Basic
earnings per common share are computed by dividing net income by the weighted
average number of common shares outstanding.  Shares issued during the
period are weighted for the portion of the period that they were outstanding
during the year.  The weighted average number of common shares
outstanding for the three months ended March 31, 2009 and 2008 were 5,843,362,
respectively.  Diluted earnings per common share consider common share
equivalents (when dilutive) outstanding during each year.  Shares
issuable upon the exercise of stock options were not considered in the
calculation of net loss per share in 2009 or 2008, as their inclusion would be
anti-dilutive.





NOTE
4.  STOCK-BASED EMPLOYEE COMPENSATION





The
Company has a stock-based employee compensation plan and follows Financial
Accounting Standards Board ("FASB") Statement No. 123 Share-Based Payment (Revised
2004) ("FAS 123R") to account for stock options.  FAS 123R requires
that the Company record compensation expense equal to the fair value of
all  equity-based  compensation  over
the  vesting  period of each award.  The Company
uses the Black-Scholes option pricing model to estimate the fair value of
stock-based awards.




During
the three months ended March 31, 2009 and 2008, the Company did not issue any
options.  Compensation cost charged to operations for the three months
ended March 31, 2009 and 2008 was $19,000 and $11,000,
respectively.





As of
March 31, 2009, there was approximately $614,000 of total unrecognized
compensation cost related to share-based payments which is expected to be
recognized over a weighted average period of 8.8 years.  Of the
296,984 unvested options at December 31, 2008, 3,654 options vested in 2009,
1,756 options expired and 291,574 options remain unvested at March 31,
2009.










14


STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
5.  COMMON STOCK





During
the three months of 2009 and 2008, no stock options were exercised.





During
the three months of 2009 and 2008, no cash dividends were declared or
paid.





NOTE
6.  CAPITAL RATIOS





The Bank
is subject to various regulatory capital requirements administered by state and
federal banking agencies.  Failure to meet minimum capital
requirements can initiate certain mandatory and possible additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company’s financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Bank must meet specific capital guidelines that involve quantitative
measures of the Bank’s assets, liabilities, and certain off-balance-sheet items
as calculated under regulatory accounting practices.  The Bank’s
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other
factors.




Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum amounts and ratios (set forth in the following table) of
Total and Tier I capital (as defined in the regulations) to risk-weighted assets
(as defined), and of Tier I capital to average assets (as defined).





The
Bank’s actual capital amounts and ratios are presented in the following tables
(amounts in thousands, except percentages):





For
      Capital
            To
      Be WellActual
            Adequacy
      Purposes
            CapitalizedAmount
            Ratio
            Amount
            Ratio
            Amount
            RatioAs
      of March 31, 2009:Total
      Capital (to Risk-Weighted Assets)
            $31,315
            10.44%
            3$24,151
            38.0%
            3$30,189
            310.0%Tier
      I Capital (to Risk-Weighted Assets)
            $27,483
            9.17%
            3$12,075
            34.0%
            3$18,113
            3  6.0%Tier
      I Capital (to Average Assets)
            $27,483
            7.19%
            3$15,599
            34.0%
            3$19,249
            3  5.0%For
      Capital
            To
      Be WellActual
            Adequacy
      Purposes
            CapitalizedAmount
            Ratio
            Amount
            Ratio
            Amount
            RatioAs
      of December 31, 2008:Total
      Capital (to Risk-Weighted Assets)
            $32,134
            10.52%
            3$24,428
            38.0%
            3$30,535
            310.0%Tier
      I Capital (to Risk-Weighted Assets)
            $28,258
            9.25%
            3$12,214
            34.0%
            3$18,321
            3  6.0%Tier
      I Capital (to Average Assets)
            $28,258
            7.21%
            3$15,675
            34.0%
            3$19,594
            3  5.0%





NOTE 7.  FAIR VALUE
MEASUREMENT





Effective January 1, 2008, the Company
adopted FAS 157, Fair Value
Measurement, which provides a framework for measuring fair value under
generally accepted accounting principles.  FAS 157 applies to all
financial instruments that are being measured and reported on a fair value
basis.  Nonfinancial assets and nonfinancial liabilities that are
recognized and disclosed at fair value on a nonrecurring basis under FAS 157
were delayed under FASB Staff Position (“FSP”) No. 157-2 “Effective date of FASB
Statement No. 157” to fiscal years beginning after November 15,
2008.  Accordingly, effective January 1, 2009, the Company began
disclosing the fair value of Other Real Estate Owned (OREO) previously deferred
under the provisions of this FSP.













15





STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
7.  FAIR VALUE MEASUREMENT (continued)





FAS 157
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.  In determining fair
value, the Company uses various methods including market, income and cost
approaches.  Based on these approaches, the Company often utilizes
certain assumptions that market participants would use in pricing the asset or
liability, including assumptions about risk and or the risks inherent in the
inputs to the valuation technique.  These inputs can be readily
observable, market corroborated, or generally unobservable.  The
Company utilizes techniques that maximize the use of observable inputs and
minimize the use of unobservable inputs.  Based on the observability
of the inputs used in valuation techniques the Company is required to provide
the following information according to the fair value hierarchy.  The
fair value hierarchy ranks the quality and reliability of the information used
to determine fair values.





Financial
assets and liabilities carried at fair value will be classified and disclosed as
follows:





Level
1 Inputs


·
            Unadjusted
      quoted prices in active markets that are accessible at the measurement
      date for identical, unrestricted assets or
  liabilities.


·
            Generally,
      this includes debt and equity securities and derivative contracts that are
      traded in an active exchange market (i.e. New York Stock Exchange), as
      well as certain US Treasury and US Government and agency mortgage-backed
      securities that are highly liquid and are actively traded in
      over-the-counter markets.





Level
2 Inputs


·
            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, either directly or
      indirectly, for the term of the asset or liability (e.g., interest rates,
      yield curves, credit risks, prepayment speeds or volatilities) or “market
      corroborated inputs.”


·
            Generally,
      this includes US Government and agency mortgage-backed securities,
      corporate debt securities, derivative contracts and loans held for
      sale.





Level
3 Inputs


·
            Prices
      or valuation techniques that require inputs that are both unobservable
      (i.e. supported by little or no market activity) and that are significant
      to the fair value of the assets or
liabilities.


·
            These
      assets and liabilities include financial instruments whose value is
      determined using pricing models, discounted cash flow methodologies, or
      similar techniques, as well as instruments for which the determination of
      fair value requires significant management judgment or
      estimation.














16







STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
7.  FAIR VALUE MEASUREMENT (continued)





Fair Value on a Recurring
Basis





Certain
assets and liabilities are measured at fair value on a recurring
basis.  The following table presents the assets and liabilities
carried on the balance sheet by caption and by level within the SFAS 157
hierarchy (as described above) as of the dates listed.





March
      31, 2009
            Level
      1
            Level
      2
            Level
      3
            TotalFinancial
      AssetsInvestment
      securities available-for-sale
            $                -
            $31,875,000
            $                -
            $31,875,000





December
      31, 2008
            Level
      1
            Level
      2
            Level
      3
            TotalFinancial
      AssetsInvestment
      securities available-for-sale
            $                -
            $24,097,000
            $                -
            $24,097,000





Securities
Portfolio





The fair
value of securities is the market value based on quoted market prices, when
available, or market prices provided by recognized broker
dealers.  The fair value of securities is the market value based on
quoted market prices, when available, or market prices provided by recognized
broker dealers (Level 1).  When listed prices or quotes are not
available, fair value is based upon quoted market prices for similar or
identical assets or other observable inputs (Level 2) or significant management
judgment or estimation based upon unobservable inputs due to limited or no
market activity of the instrument (Level 3).





Fair Value on a Nonrecurring
Basis





Certain
assets and liabilities are measured at fair value on a nonrecurring basis; that
is, the instruments are not measured on an ongoing basis but are subject to fair
value adjustments in certain circumstances (for example, when there is
impairment).  The following table presents the assets and liabilities
carried on the balance sheet by caption and by level within the SFAS 157
hierarchy (as described above) as of the dates listed.





March
      31, 2009
            Level
      1
            Level
      2
            Level
      3
            TotalFinancial
      AssetsImpaired
      loans
            $                -
            $                -
            $18,064,000
            $18,064,000Other
      real estate owned
            $                -
            $                -
            $  1,363,000
            $  1,363,000





December
      31, 2008
            Level
      1
            Level
      2
            Level
      3
            TotalFinancial
      AssetsImpaired
      loans
            $                -
            $                -
            $14,892,000
            $14,892,000





Impaired
Loans





The fair
value of impaired loans is derived in accordance with SFAS No. 114, Accounting by Creditors for
Impairment of a Loan.  Fair value is determined based on the
loan’s observable market price or the fair value of the collateral if the loan
is collateral dependent.








17




STERLING
BANKS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
7.  FAIR VALUE MEASUREMENT (continued)





The
valuation allowance for impaired loans is included in the allowance for loan
losses in the consolidated balance sheets.  The valuation allowance
for impaired loans at March 31, 2009 was $3,003,000.  During the three
months ended March 31, 2009, the valuation allowance for impaired loans
increased $201,000 from $2,802,000 at December 31, 2008.  During the
three months ended March 31, 2008, the valuation allowance for impaired loans
decreased $203,000.





Other
Real Estate Owned





Other
real estate owned (OREO) fair value was determined using appraisals which may be
discounted based on management’s review and changes in market conditions (Level
3).





ITEM
2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS





Forward-Looking
Statements





The
Company may from time to time make written or oral “forward-looking statements”,
including statements contained in the Company’s filings with the Securities and
Exchange Commission (including this Quarterly Report on Form 10-Q), in its
reports to shareholders and in other communications by the Company, which are
made in good faith by the Company pursuant to the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995.





These
forward-looking statements involve risks and uncertainties, such as statements
of the Company's plans, objectives, expectations, estimates and intentions,
which are subject to change based on various important factors (some of which
are beyond the Company’s control).  The following factors, among
others, could cause the Company's financial performance to differ materially
from the plans, objectives, expectations, estimates and intentions expressed in
such forward-looking statements: the strength of the United States economy in
general and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; the effect that maintaining regulatory capital
requirements could have on the growth of the Company; inflation; changes in
prevailing short term and long term interest rates; national and global
liquidity of the banking system; changes in loan portfolio quality; adequacy of
loan loss reserves; changes in the rate of deposit withdrawals; changes in the
volume of loan refinancings; the timely development of and acceptance of new
products and services of the Company and the perceived overall value of these
products and services by users, including the features, pricing and quality
compared to competitors' products and services; the impact of changes in
financial services laws and regulations (including laws concerning taxes,
banking, securities and insurance), including the recently announced increase in
the cost of FDIC insurance; technological changes; changes in consumer spending
and saving habits; changes in the local competitive landscape, including the
acquisition of local and regional banks in the Company’s geographic marketplace;
possible impairment of intangible assets, specifically core deposit premium from
the Company’s acquisition of Farnsworth; the ability of our borrowers to repay
their loans; the uncertain credit environment in which the Company operates; the
ability of the Company to manage the risk in its loan and investment portfolios;
the ability of the Company to reduce noninterest expenses and increase net
interest income, its growth, results of possible collateral collections and
subsequent sales; and the success of the Company at managing the risks resulting
from these factors.











18




The
Company cautions that the above-listed factors are not exclusive.  The
Company does not undertake to updateany
forward-looking statement, whether written or oral, that may be made from time
to time by or on behalf of the Bank.





Readers
should carefully review the risk factors described in other reports the Company
files from time to time with the Securities and Exchange Commission, including
the Company’s Form 10-K for the year ended December 31, 2008, and its subsequent
quarterly reports on Form 10-Q and current reports on Form 8-K.





General





Our
principal source of revenue is net interest income, which is the difference
between the interest income from our earning assets and the interest expense of
our deposits and borrowings.  Interest-earning assets consist
principally of loans, investment securities and federal funds sold, while our
interest-bearing liabilities consist primarily of deposits and
borrowings.  Our net income is also affected by our provision for loan
losses, noninterest income and noninterest expenses, which include salaries,
benefits, occupancy costs and charges relating to non-performing and other
classified assets.





Consolidated
Results of Operations


Three
Months Ended March 31, 2009 and 2008


(Unaudited)





The
following discussion compares the results of operations for the three months
ended March 31, 2009 (unaudited) to the results of operations for the three
months ended March 31, 2008 (unaudited).  This discussion should be
read in conjunction with the accompanying financial statements (unaudited) and
related notes, as well as statistical information included in this Form
10-Q.





Net Loss. For the three
months ended March 31, 2009, the net loss totaled $449,000, compared to net loss
of $84,000 for the three months ended March 31, 2008.  Decreased
earnings for the three months ended March 31, 2009 was attributable primarily to
a decrease in net interest income of $625,000 and a decrease in gains on sales
of available-for-sale securities of $93,000, partially offset by a decrease in
noninterest expenses of $123,000.  Basic and diluted loss per share
for the three months ended March 31, 2009 and 2008 totaled $0.08 and $0.01,
respectively.





Net Interest Income. Net
interest income for the three months ended March 31, 2009 totaled $2,495,000, a
decrease of 20.0% from $3,120,000 for the three months ended March 31,
2008.  The net interest margin for the three months ended March 31,
2009 was 2.86%, compared to 3.50% for the comparable period of
2008.  This decrease is primarily as a result of lost interest income
on nonaccrual loans of approximately $558,000 in 2009.





Interest
income decreased by $1,324,000 for the three months ended March 31, 2009 from
the same period in 2008, attributable to a decrease in average interest earning
assets of $4.9 million and a 137 basis point decrease in the yield on average
earning assets from 6.77% in 2008 to 5.40% in 2009.  Of the 137 basis
point decrease, approximately 64 basis points is attributable to the loss of
interest income due to the reversal in 2009 of previously recognized interest
income on loans that became nonaccrual in 2009.  Average loans
outstanding decreased by $11.2 million while average investment securities
increased $1.2 million and due from banks and federal funds sold increased $5.2
million.  The decrease in average loans outstanding is attributable
primarily to normal monthly payments and/or payoffs, while the increase in
average investment securities and federal funds sold was attributable to
management’s efforts to decrease the Bank’s general level of risk on the balance
sheet.  Interest expense decreased by $699,000 from the same time
period in 2008.  Average interest-bearing liabilities increased by
$5.8 million, which was attributable an increase in borrowed funds in an effort
to increase the Bank’s net interest income by borrowing at a lower cost and
investing in higher yielding assets.  The average rate paid on
interest-bearing liabilities decreased to 2.74% for the three months ended March
31, 2009 from 3.65% for the same period of 2008.








19







Provision for Loan Losses.No
provision for loan losses was made during the three months ended March 31, 2009
and 2008.  As a result of FAS 5 and FAS 114 analysis of the loan
portfolio, management concluded that no provision was necessary in either the
first quarter of 2009 or 2008.





Noninterest
Income.  Noninterest income decreased $85,000, or 28.0%, for
the three months ended March 31, 2009 to $219,000 compared to $304,000 for the
same period of 2008, reflecting a decrease in gains on sales of
available-for-sale securities of $93,000.





Noninterest
Expenses.  For the three months ended March 31, 2009,
noninterest expenses decreased by $123,000, or 3.5%, to $3,427,000, compared to
$3,550,000 for the same period of 2008.  Decreases in personnel costs
were $245,000, reflecting bonuses expensed in 2008 and the effect of staff
reductions as a result of the closure of one our branch locations in November
2008.  These decreases were partially offset by an increase in loan
workout and repossessed property expenses of $85,000.





In response to the impact of the
current economic environment on the banking industry, the FDIC has significantly
increased their assessment rates to all banks.  In addition, the FDIC
has announced a special one-time assessment during the quarter which is needed
to recapitalize the reserve fund.  The assessment rate has not been
finalized but may range anywhere from 6 to 20 basis points depending upon final
legislation.  The special assessment may have a material impact on the
Company’s second or third quarter earnings.





Income Taxes.  We
recorded an income tax benefit of $264,000 on loss before taxes of $713,000 for
the three months ended March 31, 2009, resulting in an effective tax rate of
37.0% for the 2009 period, compared to income tax benefit of $42,000 on loss
before taxes of $126,000 for the same period of 2008, resulting in an effective
tax rate of 33.3% for the 2008 period.  The fluctuation in the
effective tax rate is due to the amount and type of permanent tax difference
between periods.





Consolidated
Financial Condition


At
March 31, 2009 and December 31, 2008


(Unaudited)





The
following discussion compares the financial condition at March 31, 2009
(unaudited) to the financial condition at December 31, 2008.  This
discussion should be read in conjunction with the accompanying financial
statements (unaudited) and related notes as well as statistical information
included in this Form 10-Q.





Total Assets. Total assets
increased $14.4 million, or 3.8%, to $393.5 million at March 31, 2009, compared
to $379.1 million at December 31, 2008.  This was due to management’s
efforts to increase the Bank’s net interest margin and liquidity.





Loans.Loans outstanding
decreased $3.0 million, or 1.0%.  The decrease in loans was due to
normal contractual loan payments and/or payoffs in the loan
portfolio.





Allowance for Loan
Losses.  The allowance for loan losses was $8.4 million at
March 31, 2009 as compared to $8.5 million at December 31, 2008.  The
ratio of the allowance for loan losses to total loans was 2.77% and 2.79% at
March 31, 2009 and December 31, 2008, respectively.  The Company’s
management has considered nonperforming assets and other assets of concern in
establishing the allowance for loan losses.  The Company continues to
monitor its allowance for possible loan losses and will make future additions or
reductions in light of the level of loans in its portfolio and as economic
conditions dictate.

















20




The
current level of the allowance for loan losses is the result of management’s
assessment of the risks within the portfolio based on the information revealed
in credit monitoring processes.  The Company utilizes a risk-rating
system on all commercial, business, agricultural, construction and multi-family
and commercial real estate loans, including purchased loans.  A
quarterly risk analysis is performed on all types of loans to establish the
necessary reserve based on the estimated risk within the
portfolio.  This assessment of risk takes into account the composition
of the loan portfolio, historical loss experience for each loan category,
previous loan experience, concentrations of credit, current economic conditions
and other factors that in management’s judgment deserve
consideration.





Although management believes that it
uses the best information available to determine the allowance, unforeseen
market conditions could result in adjustments and net earnings could be
significantly affected if circumstances differ substantially from the
assumptions used in making the final determinations.  Future additions to
the Company’s allowance may result from periodic loan, property and collateral
reviews and thus cannot be predicted in advance.





The
allowance for loan losses is calculated under Statement of Financial Accounting
Standards (“FAS”) No. 5 and FAS No. 114.  Non-performing and impaired
loans are evaluated under FAS No. 114, using either the fair value of collateral
or present value of future cash flows method.  In our case, all
non-performing and impaired loans are evaluated using the fair value of
collateral method since all the non-performing and impaired loans are
collateralized by real estate.  When a loan is evaluated using this
method, a new appraisal(s) of the primary and secondary collateral is obtained
and compared to the outstanding balance of the loan.  A specific
reserve is added to the allowance for loan losses, if a collateral shortfall
exists.





The Company had $14.2 million and $9.9
million, respectively, in loans on nonaccrual status at March 31, 2009 and
December 31, 2008.  This increase is the result of 15 loans that the
Company placed on nonaccrual status during the first three months of 2009, less
one that was transferred to other real estate owned.  Of the 15 loans
that were placed on nonaccrual status during the first three months of 2009, all
were rated impaired as of December 31, 2008 and no additional valuation reserve
was needed for these loans.  Impaired loans increased by $4.0 million,
or 24%, between December 31, 2008 and March 31, 2009; however, as a result of
the collateral valuation, the FAS 114 valuation reserve only increased by
$202,000, or 7%.





The
Company utilizes a risk rating system on all loans under FAS No. 5, which takes
into account loans with similar characteristics and historical loss experience
related to each group.  In addition, qualitative adjustments are made
for levels and trends in delinquencies and nonaccruals, downturns in specific
industries, changes in credit policy, experience and ability of staff, national
and local economic conditions, and concentrations of credit within the
portfolio.  The total loans outstanding in each group of loans with
similar characteristics is multiplied by the sum of the historical loss factors
and the qualitative factors (for that group), to produce the allowance for loan
loss balance required for all loans analyzed under FAS No. 5.





Commercial real estate loans analyzed
under FAS 5 decreased $16.1 million, or 12%, between December 31, 2008 and March
31, 2009 due to payments and payoffs and loans being analyzed under FAS
114.  Loans analyzed under FAS 5 under the spot lot construction
portfolio had their qualitative adjustment factors increased an average of 22%
due to the risk present in the performing portfolio.  As a result of
the above mentioned activity during the first quarter of 2009, management
concluded that no provision for loan losses was needed during the first quarter
of 2009.





Deposits.Deposits
totaled $342.9 million at March 31, 2009, increasing $14.3 million, or 4.4%,
from the December 31, 2008 balance of $328.6 million.  The increase in
deposits resulted primarily from management’s efforts to increase the bank’s net
interest income and liquidity.





Federal Home Loan Bank Advances and
Other Borrowings.Federal Home Loan Bank advances and other borrowings
totaled $22.2 million at March 31, 2009 and December 31, 2008.








21







Shareholders’
Equity.Shareholders’ equity decreased by $0.2 million, or
0.6%, mainly as a result of our net loss, partially offset by an increase in
other comprehensive income.





Comparative
Average Balances, Interest and Yields:





Three Months EndedMarch 31, 2009
            
            
            March 31, 2008Average
              Balance
            
            
            Interest
              Income/Expense
            
            
            Annual
      Yield
            
            
            Average
      Balance
            
            
            Interest
              Income/Expense
            
            
            Annual
      YieldAssetsLoans,
      net (1)
            
            $
            292,959,000
            
            
            $
            4,211,000
            
            
            
            5.83
            %
            
            $
            304,170,000
            
            
            $
            5,510,000
            
            
            
            7.29
            %Investment
      securities (2)
            
            
            46,291,000
            
            
            
            494,000
            
            
            
            4.33
            
            
            
            45,138,000
            
            
            
            461,000
            
            
            
            4.10Due
      from banks and Federal funds sold
            
            
            14,574,000
            
            
            
            6,000
            
            
            
            0.15
            
            
            
            9,385,000
            
            
            
            64,000
            
            
            
            2.74Total
      interest-earning assets
            
            
            353,824,000
            
            
            
            4,711,000
            
            
            
            5.40
            
            
            
            358,693,000
            
            
            
            6,035,000
            
            
            
            6.77Allowance
      for loan losses
            
            
            (8,461,000
            )
            
            
            
            
            
            
            
            
            
            
            (2,889,000
            )Other
      assets
            
            
            44,294,000
            
            
            
            
            
            
            
            
            
            
            
            48,352,000Total
      assets
            
            $
            389,657,000
            
            
            
            
            
            
            
            
            
            
            $
            404,156,000Liabilities
      and shareholders’ equityTime
      deposits
            
            $
            199,286,000
            
            
            $
            1,694,000
            
            
            
            3.45
            %
            
            $
            205,849,000
            
            
            $
            2,335,000
            
            
            
            4.56
            %NOW/MMDA/savings
      accounts
            
            
            105,763,000
            
            
            
            258,000
            
            
            
            0.99
            
            
            
            103,089,000
            
            
            
            407,000
            
            
            
            1.59Borrowed
      funds
            
            
            22,342,000
            
            
            
            264,000
            
            
            
            4.80
            
            
            
            12,639,000
            
            
            
            173,000
            
            
            
            5.51Total
      interest-bearing liabilities
            
            
            327,391,000
            
            
            
            2,216,000
            
            
            
            2.74
            
            
            
            321,577,000
            
            
            
            2,915,000
            
            
            
            3.65Noninterest-bearing
      demand deposits
            
            
            33,886,000
            
            
            
            
            
            
            
            
            
            
            
            38,582,000Other
      liabilities
            
            
            1,442,000
            
            
            
            
            
            
            
            
            
            
            
            769,000Shareholders’
      equity
            
            
            26,938,000
            
            
            
            
            
            
            
            
            
            
            
            43,228,000Total
      liabilities and shareholders’ equity
            
            $
            389,657,000
            
            
            
            
            
            
            
            
            
            
            $
            404,156,000Net
      interest income
            
            
            
            
            
            $
            2,495,000
            
            
            
            
            
            
            
            
            
            
            $
            3,120,000Interest
      rate spread (3)
            
            
            
            
            
            
            
            
            
            
            2.66
            %
            
            
            
            
            
            
            
            
            
            
            3.12
            %Net
      interest margin (4)
            
            
            
            
            
            
            
            
            
            
            2.86
            %
            
            
            
            
            
            
            
            
            
            
            3.50
            %


________________________________


(1)
            Includes loans
      held for sale.  Also includes loan fees, which are not
      material.  Does not include loans on
  nonaccrual.


(2)
            Yields
      are not on a tax-equivalent basis.


(3)
            Interest
      rate spread represents the difference between the average yield on
      interest-earning assets and the average cost of interest-bearing
      liabilities.


(4)
            Net
      interest margin represents net interest income as a percentage of average
      interest-earning assets.





Liquidity





Liquidity describes our ability to meet
the financial obligations that arise out of the ordinary course of
business.  Liquidity addresses the Company’s ability to meet deposit
withdrawals on demand or at contractual maturity, to repay borrowings as they
mature, and to fund current and planned expenditures.  Liquidity is
derived from loan and investment securities repayments and income from
interest-earning assets.  Our loan to deposit ratio was 88.3% and
93.0% at March 31, 2009 and December 31, 2008, respectively.





The
Company seeks to rely primarily on core deposits from customers to provide
stable and cost-effective sources of funding to support growth.  The
Company also seeks to augment such deposits with longer term and higher yielding
certificates of deposit.  To the extent that retail deposits are not
adequate to fund customer loan demand, liquidity needs can be met in the
short-term funds market.  As of March 31, 2009, the Company maintained
lines of credit with correspondent banks of $89.8 million.  Longer
term funding requirements can be satisfied through advances from the Federal
Home Loan Bank.





As of
March 31, 2009, the Company’s investment securities portfolio included $37.5
million of mortgage-backed securities that provide significant cash flow each
month.  The majority of the investment portfolio is classified as
available-for-sale, is readily marketable, and is available to meet liquidity
needs.  The Company’s residential real estate portfolio includes
loans, which are underwritten to secondary market criteria, and provide an
additional source of liquidity.







22





Capital
Resources





The Company is subject to various
regulatory capital requirements.  Regulatory capital is defined in
terms of Tier I capital (shareholders’ equity adjusted for unrealized gains or
losses on available-for-sale securities), Tier II capital (which includes a
portion of the allowance for loan losses) and Total capital (Tier I plus Tier
II).  Risk-based capital ratios are expressed as a percentage of
risk-weighted assets.  Risk-weighted assets are determined by
assigning various weights to all assets and off-balance sheet associated
risk.  Regulators have also adopted minimum Tier I leverage ratio
standards, which measure the ratio of Tier I capital to average
assets.





At March
31, 2009, management believes that the Bank is “well capitalized,” as defined by
regulatory banking agencies.  The Company’s long term goal is to
ensure that the Bank is “well capitalized” under the applicable regulatory
standards.  To this end, the Company issued $6.0 million of trust
preferred securities (the “Securities”) on May 1, 2007.  The
Securities bear interest at 6.744% for the first five
years.  Subsequently, the interest rate will be adjusted quarterly
based on a three month LIBOR rate plus 1.70%.  The Securities are
callable after five years with a final maturity of May 1, 2037.  The
Company contributed $4.5 million of the proceeds of the Securities to the
capital of the Bank as Tier I capital.  If the Company determines that
there is a need to preserve capital or improve liquidity, the ability exists to
defer interest payments for a maximum of five years.





Off-Balance
Sheet Arrangements





The
Company is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its
customers.  These financial instruments include commitments to extend
credit, including unused portions of lines of credit and standby letters of
credit.  The Company has also entered into long-term lease obligations
for some of its premises and equipment, the terms of which generally include
options to renew.  The above instruments and obligations involve, to
varying degrees, elements of off-balance sheet risk in excess of the amount
recognized in the balance sheets.  None of these instruments or
obligations have or are reasonably likely to have a current or future effect on
the Company's financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.





As of
March 31, 2009, commitments to extend credit and unused lines of credit amounted
to approximately $42.6 million and standby letters of credit were approximately
$4.9 million.  See Note 8 to the Notes to Financial Statements
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008 for additional information regarding the Bank’s long-term lease
obligations.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
Applicable.





ITEM
4T.  CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures




As of
March 31, 2009, management of the Company, under the supervision and with the
participation the Company’s principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as contemplated by Rule 13a-15
under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on
that evaluation, the principal executive officer and principal financial officer
concluded that the Company’s disclosure controls and procedures were effective
as of March 31, 2009, in ensuring that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the required time
periods.







23




Changes
in Internal Control over Financial Reporting




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting.  As disclosed in management’s
annual report on internal control over financial reporting, filed in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008,
management’s assessment of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2008 identified a material weakness
related to the internal controls over the process supporting the determination
of the adequacy of the allowance for loan losses.




In order
to ensure that adequacy and accuracy in management’s determinations are
consistently present, the Company has implemented a procedure of external review
of the details of management’s assessments which review was completed for the
period ended March 31, 2009 and will be completed on a timely basis each
subsequent quarter in order to meet the deadlines for all future
reporting.




Other
than the change discussed above, there were no changes in the Company’s internal
control over financial reporting identified in connection with the evaluation of
it that occurred during the Company’s last fiscal quarter that materially
affected, or are reasonably likely to materially affect, internal control over
financial reporting.





PART
II.  OTHER INFORMATION




ITEM
      1.
              Legal
      Proceedings.Not
      Applicable.ITEM
      1A.
              Risk
      Factors.Not
      Applicable.ITEM
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds.Not
      Applicable.ITEM
      3.
              Defaults
      Upon Senior Securities.None.ITEM
      4.
              Submission
      of Matters to a Vote of Security Holders.None.ITEM
      5.
              Other
      Information.None.ITEM
      6.
              Exhibits.The
      following are filed as exhibits to this report:
  31.1
              Certification of Chief Executive Officer pursuant to
      § 302
      of the Sarbanes-Oxley Act of 2002.31.2
              Certification of Chief Financial Officer pursuant
      to §
      302 of the Sarbanes-Oxley Act of 2002.32.1
              Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. § 1350, as
      adopted pursuant to §906 of the
      Sarbanes-Oxley Act of
2002.




24









SIGNATURES





In accordance with the requirements of
the Securities Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.





STERLING
      BANKS, INC.Date:
      May 14, 2009
              By:  /s/ Robert H.
      KingRobert
      H. KingPresident
      and Chief Executive OfficerDate:
      May 14, 2009
              By:  /s/ R. Scott
      HornerR.
      Scott HornerExecutive
      Vice President and ChiefFinancial
      Officer














25