Exhibit 99.1
| Filed by PacWest Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CapitalSource Inc. Commission File No.: 001-31753 |
PRESS RELEASE
PacWest Bancorp
(NASDAQ: PACW)
Contact: | Matthew P. Wagner Chief Executive Officer 10250 Constellation Boulevard Suite 1640 Los Angeles, CA 90067 | Victor R. Santoro Executive Vice President and CFO 10250 Constellation Boulevard Suite 1640 Los Angeles, CA 90067 |
| | |
Phone: | 310-728-1020 | 310-728-1021 |
Fax: | 310-201-0498 | 310-201-0498 |
FOR IMMEDIATE RELEASE | October 23, 2013 |
PACWEST BANCORP ANNOUNCES RESULTS
FOR THE THIRD QUARTER OF 2013
Highlights
· Net Earnings of $24.2 Million or $0.53 Per Diluted Share
· Net Interest Margin at 5.46%
· Noncovered Loans and Leases Grow $34.2 Million
· Credit Loss Reserve at 1.72% of Loans and Leases and 133% of Nonaccrual Loans and Leases (excludes purchased credit impaired loans)
· Demand Deposits Increase $37.4 Million and Reach 43% of Total Deposits
· Core Deposits Increase to 87% of Total Deposits
Los Angeles, California . . . PacWest Bancorp (Nasdaq: PACW) today announced net earnings for the third quarter of 2013 of $24.2 million, or $0.53 per diluted share, an increase of $19.8 million from net earnings for the second quarter of 2013 of $4.3 million, or $0.11 per diluted share. Third quarter of 2013 net earnings included a non-taxable securities gain from the First California Financial Group, Inc. (“FCAL”) acquisition of $5.2 million, or $0.12 per diluted share, and after-tax acquisition and integration costs primarily associated with the proposed CapitalSource, Inc. transaction of $3.5 million, or $0.08 per diluted share. Second quarter of 2013 net earnings included $10.8 million, or $0.28 per diluted share, of after-tax acquisition and integration costs associated with the FCAL acquisition which was consummated on May 31, 2013.
This press release contains certain non-GAAP financial disclosures for tangible common equity, return on average tangible equity, adjusted earnings from continuing operations before income taxes, adjusted efficiency ratio, and adjusted allowance for credit losses to loans and leases. The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall
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understanding of such financial performance. Given that the use of tangible common equity amounts and ratios and return on average tangible equity is prevalent among banking regulators, investors and analysts, we disclose our tangible common equity ratio in addition to equity-to-assets ratio, and our return on average tangible equity in addition to return on average equity. Also, as analysts and investors view adjusted earnings from continuing operations before income taxes as an indicator of the Company’s ability to absorb credit losses, we disclose this amount in addition to pre-tax earnings. We disclose the adjusted efficiency ratio as it shows the trend in recurring overhead-related noninterest expense relative to recurring net revenues. Please refer to the tables at the end of this release for a presentation of performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measures to the GAAP financial measures.
THIRD QUARTER RESULTS
| | Three Months Ended | |
| | September 30, | | June 30, | |
| | 2013 | | 2013 | |
| | (Dollars in thousands, except per share data) | |
Financial Highlights: | | | | | |
Net earnings from continuing operations | | $ | 24,140 | | $ | 4,396 | |
Net earnings | | $ | 24,163 | | $ | 4,349 | |
Diluted earnings per share from continuing operations | | $ | 0.53 | | $ | 0.11 | |
Diluted earnings per share | | $ | 0.53 | | $ | 0.11 | |
Adjusted earnings from continuing operations before income taxes (1) | | $ | 38,056 | | $ | 27,853 | |
Annualized return on average assets | | 1.44 | % | 0.30 | % |
Annualized return on average equity | | 12.02 | % | 2.62 | % |
Annualized return on average tangible equity (2) | | 16.85 | % | 3.25 | % |
Net interest margin | | 5.46 | % | 5.22 | % |
Efficiency ratio | | 64.3 | % | 93.5 | % |
Adjusted efficiency ratio (3) | | 57.3 | % | 62.4 | % |
| | | | | |
At Quarter End: | | | | | |
Allowance for credit losses to loans and leases (excludes PCI loans) (4) | | 1.72 | % | 1.78 | % |
Allowance for credit losses to nonaccrual loans and leases (excludes PCI loans) (4) | | 133 | % | 135 | % |
Equity to assets ratios: | | | | | |
PacWest Bancorp Consolidated | | 12.34 | % | 11.95 | % |
Pacific Western Bank | | 13.71 | % | 13.29 | % |
Tangible common equity ratios: | | | | | |
PacWest Bancorp Consolidated | | 9.12 | % | 8.83 | % |
Pacific Western Bank | | 10.54 | % | 10.22 | % |
(1) Represents pre-tax earnings from continuing operations excluding net credit costs, securities gains and losses, and acquisition and integration costs. See GAAP to Non-GAAP Reconciliation table.
(2) Calculation reduces average equity by average intangible assets. See GAAP to Non-GAAP Reconciliation table.
(3) Excludes FDIC loss sharing expense, securities gains, OREO expenses, and acquisition and integration costs. See GAAP to Non-GAAP Reconciliation table.
(4) PCI refers to purchased credit impaired loans, which includes acquired loans that are impaired on the
purchase date.
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The quarter-over-quarter increase in net earnings of $19.8 million was due mostly to: (a) the $12.5 million ($7.3 million after tax) decrease in acquisition and integration costs, (b) the $12.0 million ($7.0 million after tax) increase in interest income on loans and leases, (c) the $5.2 million non-taxable acquisition-related securities gain, (d) the $1.5 million ($845,000 after tax) increase in interest income on investment securities, and (e) the $1.1 million ($643,000 after tax) decrease in net credit costs (provision for credit losses, FDIC loss sharing expense, and OREO expense). These items were offset by the increases in compensation expense of $1.9 million ($1.1 million after tax), other professional services of $590,000 ($342,000 after tax) and other expense of $1.3 million ($775,000 after tax).
The decrease in acquisition and integration costs is attributed to the nature and timing of these types of expenses; we consummated the FCAL acquisition on May 31, 2013 and announced the proposed CapitalSource transaction in July 2013. The third quarter acquisition and integration costs include $5.2 million related to the proposed CapitalSource transaction and $250,000 of ongoing integration costs related to FCAL, while the second quarter expenses relate solely to the FCAL acquisition. The third quarter acquisition-related securities gain of $5.2 million recognizes our previously-held equity interest in FCAL common stock at its fair value as of the acquisition date rather than at its historical cost. We recorded a corresponding increase in the FCAL-related goodwill. At June 30, 2013 the purchase price allocation and goodwill for the FCAL acquisition reflected the historical cost basis of the previously-held FCAL shares instead of its fair value on the acquisition date.
The $1.1 million ($643,000 after tax) decrease in net credit costs was due principally to a larger negative credit loss provision on purchased credit impaired (“PCI”) loans in the third quarter compared to the second quarter, which increased net earnings quarter-over-quarter by $2.3 million ($1.3 million after tax). The negative provisions in the third and second quarter were due to increases in both actual cash flows from early pay-offs and the expected cash flows on the underlying loans generally. Cash flows on PCI loans are estimated quarterly and are subject to change based on varying conditions with the borrowers and collateral. The negative provision was offset by higher FDIC loss sharing expense of $1.6 million ($941,000 after tax) from higher amortization of the FDIC loss sharing asset and the lower provision for credit losses on covered loans.
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Net credit costs on a pre-tax basis are shown in the following table:
| | Three Months Ended | |
| | September 30, | | June 30, | |
| | 2013 | | 2013 | |
| | (In thousands) | |
Provision (negative provision) for credit losses on loans and leases (excluding PCI loans) | | $ | — | | $ | — | |
Non-covered OREO expense, net | | (88 | ) | 80 | |
Total non-covered net credit costs | | (88 | ) | 80 | |
| | | | | |
Provision (negative provision) for credit losses on PCI loans | | (4,167 | ) | (1,842 | ) |
Covered OREO income, net | | (332 | ) | (94 | ) |
| | (4,499 | ) | (1,936 | ) |
Less: FDIC loss sharing expense, net | | 7,032 | | 5,410 | |
Total covered net credit costs | | 2,533 | | 3,474 | |
| | | | | |
Total net credit costs | | $ | 2,445 | | $ | 3,554 | |
Matt Wagner, Chief Executive Officer, commented, “We had a solid third quarter, with net earnings of $24.2 million, both loan and core deposit growth, stable credit quality and a core net interest margin of 5.29%. We are very pleased with our loan and lease origination activity, with $196 million in loans originated in the third quarter compared to $170 million last quarter. When our originations are combined with purchased credits and paydowns, the non-covered loan and lease portfolio increased $34 million quarter-over-quarter. Although we see an improving economy in our market areas, we still encounter irrational loan pricing from competitors. Nevertheless, our core earnings are very strong and we expect to continue to generate solid core earnings in succeeding quarters.”
Mr. Wagner continued, “We’re spending considerable time at all levels in the Company planning for the merger and integration of CapitalSource. The milestones we set for regulatory filings, employee matters and systems mapping are on track and we still anticipate a closing in the first quarter of 2014. For the remainder of the year, we will continue our efforts on merger planning and integration while at the same time focusing our business teams on credit quality and profitable loan portfolio growth.”
Vic Santoro, Chief Financial Officer, stated “We again generated strong earnings, resulting in an annualized return on assets of 1.44%, an annualized return on tangible equity of 16.9%, an adjusted efficiency ratio of just over 57%, and a strong capital position. Our net interest income, fueled by the FCAL acquisition and organic net loan growth, grew over 20% and our net interest margin reached 5.46%. Deposit cost declined to 12 basis points, and the tax equivalent yield on our investment portfolio was just short of 3%. The integration of the FCAL acquisition was completed after the mid-June systems conversion.”
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YEAR TO DATE RESULTS
| | Nine Months Ended | |
| | September 30, | |
| | 2013 | | 2012 | |
| | (Dollars in thousands, except per share data) | |
Financial Highlights: | | | | | |
Net earnings from continuing operations | | $ | 42,030 | | $ | 36,909 | |
Net earnings | | $ | 42,006 | | $ | 36,909 | |
Diluted earnings per share from continuing operations | | $ | 1.03 | | $ | 1.00 | |
Diluted earnings per share | | $ | 1.03 | | $ | 1.00 | |
Adjusted earnings from continuing operations before income taxes (1) | | $ | 93,179 | | $ | 94,376 | |
Annualized return on average assets | | 0.95 | % | 0.90 | % |
Annualized return on average equity | | 8.20 | % | 8.78 | % |
Annualized return on average tangible equity (2) | | 10.52 | % | 10.27 | % |
Net interest margin | | 5.36 | % | 5.53 | % |
Efficiency ratio | | 73.3 | % | 76.2 | % |
Adjusted efficiency ratio (3) | | 60.3 | % | 58.2 | % |
(1) Represents pre-tax earnings from continuing operations excluding net credit costs, securities gains and losses, acquisition and integration costs, and debt termination expense. See GAAP to Non-GAAP Reconciliation table.
(2) Calculation reduces average equity by average intangible assets. See GAAP to Non-GAAP Reconciliation table.
(3) Excludes FDIC loss sharing expense, securities gains and losses, OREO expenses, acquisition and integration costs, and debt termination expense. See GAAP to Non-GAAP Reconciliation table.
Net earnings for the nine months ended September 30, 2013 were $42.0 million, an increase of $5.1 million compared to the same period last year. The increase in profitability was due mainly to the $22.6 million ($13.1 million after tax) decrease in debt termination expense, the $9.6 million ($5.6 million after tax) increase in net interest income, and the $5.2 million non-taxable acquisition-related securities gain. These items were offset by: (a) the $21.1 million ($12.7 million after tax) increase in acquisition and integration costs, (b) the $5.1 million ($3.0 million after tax) increase in net credit costs, (c) the $7.7 million ($4.5 million after tax) increase in compensation expense, and (d) the $1.0 million ($580,000 after tax) increase in other professional services.
BALANCE SHEET CHANGES
Total assets decreased $92.2 million during the third quarter of 2013 to $6.6 billion due mainly to decreases in cash and cash equivalents, covered loans, and the FDIC loss sharing asset, offset by increases in investment securities available-for-sale and non-covered loans. At September 30, 2013 gross loans and leases totaled $4.4 billion, a decrease of $36.3 million since June 30, 2013. The gross non-covered loan and lease portfolio totaled $3.9 billion, an increase of $34.2 million during the third quarter reflecting $195.8 million in originations, $45.0 million in purchases, and $206.6 million in net paydowns. The covered loan portfolio totaled $510.9 million, down $70.5 million during the third quarter due to repayments and resolution activities. Securities available-for-sale increased $38.6 million to $1.5 billion due to purchases.
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The following table presents our loan portfolio activity for the third and second quarters of 2013:
| | | | Originated | | | | | | | |
| | June 30, | | and | | Net | | Net | | September 30, | |
| | 2013 | | Purchased | | Paydowns | | Acquired | | 2013 | |
| | (In thousands) | |
Non-covered loans, excluding Asset Financing Segment | | $ | 3,369,045 | | $ | 189,321 | | $ | (152,667 | ) | $ | — | | $ | 3,405,699 | |
Asset Financing Segment | | 470,170 | | 51,436 | | (53,917 | ) | — | | 467,689 | |
Total non-covered loans | | 3,839,215 | | 240,757 | | (206,584 | ) | — | | 3,873,388 | |
Covered loans | | 581,404 | | — | | (70,480 | ) | — | | 510,924 | |
Total | | $ | 4,420,619 | | $ | 240,757 | | $ | (277,064 | ) | $ | — | | $ | 4,384,312 | |
| | | | Originated | | | | | | | |
| | March 31, | | and | | Net | | Net | | June 30, | |
| | 2013 | | Purchased | | Paydowns | | Acquired | | 2013 | |
| | (In thousands) | |
Non-covered loans, excluding Asset Financing Segment | | $ | 2,495,291 | | $ | 124,707 | | $ | (154,056 | ) | $ | 903,103 | | $ | 3,369,045 | |
Asset Financing Segment | | 463,030 | | 45,453 | | (38,313 | ) | — | | 470,170 | |
Total non-covered loans | | 2,958,321 | | 170,160 | | (192,369 | ) | 903,103 | | 3,839,215 | |
Covered loans | | 512,366 | | — | | (34,999 | ) | 104,037 | | 581,404 | |
Total | | $ | 3,470,687 | | $ | 170,160 | | $ | (227,368 | ) | $ | 1,007,140 | | $ | 4,420,619 | |
Total liabilities decreased $106.8 million during the third quarter to $5.8 billion due to lower total deposits and liabilities of discontinued operations. Total deposits decreased $89.9 million during the third quarter to $5.4 billion at September 30, 2013, due to a decrease in time deposits of $98.6 million, offset by an increase in core deposits of $8.7 million. The increase in core deposits was due to increases of $37.4 million, $7.6 million, and $5.5 million in noninterest-bearing demand deposits, interest checking deposits, and savings deposits, respectively, offset by a decline of $41.8 million in money market deposits. At September 30, 2013, core deposits totaled $4.7 billion, or 87% of total deposits, and noninterest-bearing demand deposits, which totaled $2.3 billion, were 43% of total deposits at that date.
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SECURITIES AVAILABLE-FOR-SALE
The following table presents the components, yields, and durations of our securities available-for-sale as of the date indicated:
| | September 30, 2013 | |
| | Amortized | | Carrying | | | | Duration | |
Security Type | | Cost | | Value | | Yield (1) | | (in years) | |
| | (Dollars in thousands) | |
Residential mortgage-backed securities: | | | | | | | | | |
Government agency and government-sponsored enterprise pass through securities | | $ | 695,768 | | $ | 713,962 | | 2.15 | % | 4.0 | |
Government agency and government-sponsored enterprise collateralized mortgage obligations | | 201,531 | | 199,360 | | 2.79 | % | 5.0 | |
Covered private label collateralized mortgage obligations | | 31,503 | | 39,378 | | 10.26 | % | 3.5 | |
Municipal securities (2) | | 460,754 | | 439,635 | | 3.24 | % | 6.3 | |
Corporate debt securities | | 84,028 | | 82,106 | | 2.68 | % | 2.4 | |
Other securities | | 37,999 | | 37,706 | | 1.02 | % | 3.2 | |
Total securities available-for-sale (2) | | $ | 1,511,583 | | $ | 1,512,147 | | 2.77 | % | 4.7 | |
(1) Represents the yield for the month of September 2013.
(2) The tax equivalent yield was 4.86% and 3.24% for municipal securities and total securities available-for-sale, respectively.
The following table shows the geographic composition of the majority of our municipal securities portfolio as of the date indicated:
| | September 30, 2013 | |
| | Carrying | | % of | |
| | Value | | Total | |
| | (In thousands) | | | |
Municipal Securities by State: | | | | | |
Texas | | $ | 84,517 | | 20 | % |
Washington | | 41,748 | | 10 | % |
New York | | 32,213 | | 7 | % |
Colorado | | 25,342 | | 6 | % |
Illinois | | 24,217 | | 6 | % |
Ohio | | 22,158 | | 5 | % |
California | | 19,524 | | 4 | % |
Hawaii | | 15,116 | | 3 | % |
Florida | | 14,970 | | 3 | % |
Massachusetts | | 14,962 | | 3 | % |
Total of 10 largest states | | 294,767 | | 67 | % |
All other states | | 144,868 | | 33 | % |
Total municipal securities | | $ | 439,635 | | 100 | % |
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COVERED ASSETS
Through our acquisition activity, we are party to four loss sharing agreements with the FDIC. Such agreements cover a substantial portion of losses incurred after the acquisition dates on covered loans, other real estate owned, and certain investment securities.
A summary of covered assets is shown in the following table as of the dates indicated:
| | September 30, | | June 30, | | December 31, | |
Covered Assets | | 2013 | | 2013 | | 2012 | |
| | (In thousands) | |
Loans, net of allowance | | $ | 487,689 | | $ | 554,007 | | $ | 517,258 | |
Investment securities | | 39,378 | | 40,917 | | 44,684 | |
Other real estate owned, net | | 12,014 | | 19,114 | | 22,842 | |
Total covered assets | | $ | 539,081 | | $ | 614,038 | | $ | 584,784 | |
| | | | | | | |
Percentage of total assets | | 8.1 | % | 9.2 | % | 10.7 | % |
NET INTEREST INCOME
Net interest income increased by $13.8 million to $82.3 million for the third quarter compared to $68.5 million for the second quarter due primarily to higher interest income on loans and leases. The $12.0 million increase in interest income on loans and leases was due to including the acquired FCAL loan portfolio for an entire quarter compared to one month in the second quarter, organic loan growth, and higher accelerated accretion of acquisition discounts resulting from PCI loan payoffs. Interest income on investment securities increased $1.5 million due to a higher average portfolio balance during the quarter, higher yields on securities purchased during the quarter, and lower premium amortization on mortgage-related securities due to slower prepayment speeds. Interest expense declined by $289,000 due mostly to a lower average rate on time deposits.
Net interest income increased by $9.6 million to $216.5 million during the nine months ended September 30, 2013; interest income increased $3.7 million and interest expense decreased $5.9 million. Interest income on loans and leases increased by $4.6 million due to a higher average loan and lease balance offset by a lower loan and lease yield. The increase in the average loan and lease balance was due mainly to the loans from the FCAL and American Perspective Bank acquisitions. The lower loan and lease yield was due to lower accelerated accretion of acquisition discounts resulting from PCI loan payoffs and lower income from early lease payoffs. Interest expense on deposits decreased $3.8 million due mainly to a lower rate and average balance for time deposits. Interest expense on borrowings declined $2.0 million due to lower average borrowings; we repaid fixed-rate term FHLB advances at the end of the first quarter of 2012 and replaced a portion of those advances with lower cost overnight FHLB advances that were repaid during the third quarter of 2012.
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NET INTEREST MARGIN
Our net interest margin (“NIM”) for the third quarter was 5.46% compared to 5.22% for the second quarter. The 24 basis point increase in NIM is driven by a 19 basis point increase in our earning asset yield and a five basis point decline in our cost of average funding sources. The increase in the earning asset yield is due to the 17 basis point increase in the loan and lease yield, which is attributed to higher accelerated accretion of acquisition discounts on PCI loan payoffs.
The NIM and loan yield are impacted by several items which cause volatility. The effects of such items on the NIM and loan yield are shown in the following table for the periods indicated:
| | Three Months Ended | | Three Months Ended | | Nine Months Ended | |
| | September 30, 2013 | | June 30, 2013 | | September 30, 2013 | |
Items impacting NIM and loan yield volatility | | NIM | | Loan Yield | | NIM | | Loan Yield | | NIM | | Loan Yield | |
| | | | | | Increase (Decrease) | | | | | | | |
Accelerated accretion of acquisition discounts resulting from PCI loan payoffs | | 0.14 | % | 0.19 | % | 0.01 | % | 0.02 | % | 0.08 | % | 0.10 | % |
Nonaccrual loan interest | | 0.02 | % | 0.03 | % | 0.01 | % | 0.02 | % | 0.01 | % | 0.02 | % |
Unearned income on early repayment of leases | | 0.02 | % | 0.03 | % | 0.01 | % | 0.01 | % | 0.03 | % | 0.05 | % |
Celtic loan portfolio premium amortization | | (0.01 | )% | (0.02 | )% | (0.02 | )% | (0.03 | )% | (0.02 | )% | (0.02 | )% |
Total | | 0.17 | % | 0.23 | % | 0.01 | % | 0.02 | % | 0.10 | % | 0.15 | % |
| | | | | | | | | | | | | |
As reported | | 5.46 | % | 6.90 | % | 5.22 | % | 6.73 | % | 5.36 | % | 6.90 | % |
The yield on loans and leases increased to 6.90% for the third quarter from 6.73% for the second quarter due to higher accelerated accretion of acquisition discounts resulting from PCI loan payoffs. Such accelerated accretion of acquisition discounts resulting from PCI loan payoffs totaled $2.1 million for the third quarter and $177,000 for the second quarter, increasing the loan yields by 19 basis points and two basis points, respectively. Total income from early lease payoffs was $299,000 for the third quarter and $111,000 for the second quarter.
We analyze the yields on our loan and lease portfolio by two categories: (1) purchased credit impaired loans, which we refer to as “PCI loans” and (2) loans and leases excluding PCI loans, which we refer to as “Non-PCI loans.” PCI loans include acquired loans for which there is at the acquisition date evidence of credit deterioration since their origination and it is probable that we would be unable to collect all contractually required payments. The PCI loans were mostly acquired in FDIC-assisted acquisitions in 2009 and 2010 and are covered by loss sharing agreements. In addition, PCI loans include loans acquired in the FCAL acquisition, some of which are covered by other loss sharing agreements.
Non-PCI loans and leases include loans and leases that we originate and/or purchase and loans and leases acquired in non-FDIC assisted acquisitions for which there was no evidence of credit deterioration at their acquisition dates and it was probable as of the acquisition dates that we would be able to collect all contractually required payments. Non-PCI loans and leases include loans covered by loss sharing agreements with the FDIC in two circumstances: (a) covered loans that were performing at the acquisition date of a non-FDIC assisted transaction and (b) covered loans that have a revolving feature.
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The following table presents the loan yields and related average balances for our Non-PCI loans, PCI loans, and total loan and lease portfolio for the periods indicated:
| | | | | | Nine Months | |
| | Three Months Ended | | Ended | |
| | September 30, | | June 30, | | September 30, | |
| | 2013 | | 2013 | | 2013 | |
| | (Dollars in thousands) | |
Yields: | | | | | | | |
Non-PCI loans and leases | | 6.35 | % | 6.42 | % | 6.48 | % |
PCI loans | | 11.88 | % | 8.87 | % | 9.93 | % |
Total loans and leases | | 6.90 | % | 6.73 | % | 6.90 | % |
| | | | | | | |
Average Balances: | | | | | | | |
Non-PCI loans and leases | | $ | 3,889,780 | | $ | 3,293,625 | | $ | 3,397,398 | |
PCI loans | | 430,990 | | 472,090 | | 468,065 | |
Total loans and leases | | $ | 4,320,770 | | $ | 3,765,715 | | $ | 3,865,463 | |
The cost of average funding sources declined five basis points to 0.20% for the third quarter from 0.25% for the second quarter. This includes all-in deposit cost which declined five basis points to 0.12% for the third quarter from 0.17% for the second quarter. The cost of total interest-bearing deposits decreased nine basis points to 0.21% for the third quarter from 0.30% for the second quarter. The cost of total interest-bearing liabilities declined nine basis points to 0.34% for the third quarter from 0.43% for the second quarter. Such declines are due mainly to a lower average rate on time deposits.
The NIM for the nine months ended September 30, 2013 was 5.36%, a decrease of 17 basis points from 5.53% for the same period last year. The decrease was due to lower yields on loans and leases and investment securities, offset in part by lower funding costs.
The yield on average loans and leases decreased 44 basis points to 6.90% for the nine months ended September 30, 2013 compared to 7.34% for the same period last year, due in part to lower accelerated accretion of acquisition discounts resulting from PCI loan payoffs, lower income on early repayment of leases, and lower yields on new loan and lease originations. Accelerated accretion of acquisition discounts resulting from PCI loan payoffs totaled approximately $3.0 million for the first nine months of 2013 and $6.1 million for the same period last year, increasing the loan yields by 10 basis points and 24 basis points, respectively. Total income from early lease payoffs was $1.3 million for the nine months ended September 30, 2013 and $1.9 million for the same period last year.
All-in deposit cost declined 13 basis points to 0.17% for the first nine months of 2013 compared to last year. The cost of interest-bearing deposits declined 19 basis points to 0.30% due to a lower rate on average time deposits and a shift in the deposit mix to lower cost interest-bearing checking, money market and savings deposits from higher cost time deposits. The cost of total interest-bearing liabilities declined 27 basis points to 0.42% due to the reduction in the cost of time deposits and the first quarter of 2012 repayment of $225.0 million in fixed-rate term FHLB advances and the redemption of $18.6 million in subordinated debentures.
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NONINTEREST INCOME
Noninterest income increased by $4.9 million to $5.1 million for the third quarter compared to $203,000 for the second quarter. The increase was due mostly to the $5.2 million non-taxable acquisition-related securities gain. We recorded this gain to recognize our previously-held equity interest in FCAL common stock at its fair value as of the acquisition date rather than at its historical cost. In addition, we recognized a higher gain on sales of leases of $325,000, higher service charges on deposit accounts of $171,000, and higher other income of $937,000. Other income increased $522,000 due to referral fees and a deposit forfeiture on lease transactions; there were no similar transactions in the prior period. Other income also includes $247,000 of non-recurring income related to our BOLI assets.
These increases were offset by higher FDIC loss sharing expense of $1.6 million. Net FDIC loss sharing expense increased to $7.0 million for the third quarter from $5.4 million for the second quarter due to higher amortization of the FDIC loss sharing asset and a lower provision for credit losses on covered loans. The net expense of FDIC loss sharing expense and the negative credit loss provision on covered loans was $2.9 million for the third quarter compared to $3.6 million for the second quarter, a $703,000 reduction.
The following table presents the details of FDIC loss sharing income (expense), net for the periods indicated:
| | Three Months Ended | |
| | September 30, | | June 30, | | Increase | |
| | 2013 | | 2013 | | (Decrease) | |
| | (In thousands) | |
FDIC Loss Sharing | | | | | | | |
Income (Expense), Net: | | | | | | | |
Gain on FDIC loss sharing asset (1) | | $ | 269 | | $ | 494 | | $ | (225 | ) |
FDIC loss sharing asset amortization, net | | (6,971 | ) | (5,756 | ) | (1,215 | ) |
Net reimbursement (to) from FDIC for covered OREO activity (2) | | (276 | ) | (149 | ) | (127 | ) |
Other | | (54 | ) | 1 | | (55 | ) |
FDIC loss sharing income (expense), net | | $ | (7,032 | ) | $ | (5,410 | ) | $ | (1,622 | ) |
(1) Includes increases related to covered loan loss provisions and decreases for write-offs for covered loans expected to be resolved at amounts higher than their carrying value.
(2) Represents amounts to be reimbursed to the FDIC for gains on covered OREO sales and due from the FDIC for covered OREO write-downs.
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Noninterest income declined by $5.6 million to $8.2 million during the nine months ended September 30, 2013 compared to $13.8 million for the same period last year. The decrease was due mainly to higher net FDIC loss sharing expense of $11.5 million and lower service charges on deposit accounts of $1.2 million, offset in part by the $5.2 million non-taxable acquisition-related securities gain, a decline in OTTI charges of $1.1 million, and higher other noninterest income of $836,000. The increase in other noninterest income includes $522,000 for referral fees and a deposit forfeiture on lease transactions; there were no similar income items in the 2012 period. Other income also includes $424,000 of non-recurring income related to our BOLI assets. Additionally, in the third quarter of 2012, the Company recognized a net gain of $297,000 on the sale of 10 branches; no such gain was recognized in 2013. FDIC loss sharing expense, net, increased due to higher amortization of the FDIC loss sharing asset and lower net covered OREO costs, offset by a higher gain on the FDIC loss sharing asset and lower recoveries.
NONINTEREST EXPENSE
Noninterest expense declined by $8.0 million to $56.2 million during the third quarter compared to $64.2 million during the second quarter. This was due mainly to the $12.5 million decrease in acquisition and integration costs, offset by an increase in most of the overhead categories due to including the FCAL operations after the May 31, 2013 acquisition date.
The decrease in acquisition and integration costs is attributed to the nature and timing of these types of expenses; we consummated the FCAL acquisition on May 31, 2013 and announced the proposed CapitalSource transaction in July 2013. The third quarter acquisition and integration costs include $5.2 million related to the proposed CapitalSource transaction and $250,000 of ongoing integration costs related to FCAL, while the second quarter costs relate solely to the FCAL acquisition.
Other professional services increased $590,000 due mainly to higher legal expense for litigation and loans, none of which relates to acquisitions. Excluding the change in acquisition and integration costs, OREO expenses, and other professional services, noninterest expense increased $4.3 million due almost entirely to the addition of the FCAL operations for a full quarter. Other expense increased $1.3 million due to higher legal settlement costs of $491,000, higher net losses on low income housing investments of $235,000, and higher loan expense and customer-related expenses of $145,000 and $165,000, respectively.
Noninterest expense includes: (a) amortization of time-based restricted stock, which is included in compensation, and (b) intangible asset amortization. Amortization of restricted stock totaled $2.4 million for the third quarter and $2.0 million for the second quarter. Intangible asset amortization totaled $1.5 million for the third quarter and $1.3 million for the second quarter.
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Noninterest expense decreased by $3.5 million to $164.6 million during the nine months ended September 30, 2013 compared to $168.1 million for the same period last year. This decrease was due mostly to the combination of: (a) lower debt termination expense of $22.6 million as a result of the early repayments of FHLB advances and subordinated debentures in 2012, with no such debt termination expense in the current year, and (b) lower OREO expense of $12.0 million due to lower write-downs, offset by (c) higher acquisition and integration costs of $21.1 million recognized in 2013 compared to 2012, (d) higher compensation expense of $7.7 million, and (e) higher other professional services of $1.0 million. Compensation expense increased due to a higher employee count resulting from our acquisition activity. Other professional services increased due to higher legal expense for litigation and loans and higher fees for internal and external audit services. Intangible asset amortization declined $1.2 million due to certain intangibles being fully amortized.
Amortization of restricted stock totaled $6.1 million and $4.3 million for the nine months ended September 30, 2013 and 2012, respectively. Intangible asset amortization totaled $4.0 million for the first nine months of 2013 compared to $5.2 million for the same period last year.
INCOME TAXES
Our overall effective income tax rate for the third quarter was 31.8%. The third quarter effective tax rate was driven lower than normal by the nontaxable nature of the $5.2 million acquisition-related securities gain. Excluding this item, our effective tax rate would have been 37.3%.
CREDIT QUALITY
Credit quality metrics remained stable quarter over quarter, with coverage ratios remaining strong. Economic trends in our markets will cause periodic movements in nonaccrual and classified loan and lease balances. However, losses on such nonaccrual and classified loans and leases are not expected to be material.
| | September 30, | | June 30, | | December 31, | |
| | 2013 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Non-PCI Credit Quality Metrics: | | | | | | | |
Allowance for credit losses | | $ | 67,801 | | $ | 69,926 | | $ | 72,119 | |
Nonaccrual loans and leases | | 50,845 | | 51,689 | | 41,762 | |
Classified loans and leases (1) | | 130,791 | | 128,181 | | 104,054 | |
Performing restructured loans | | 80,237 | | 83,543 | | 106,288 | |
Net charge-offs (for the quarter) | | 2,125 | | 1,970 | | 2,893 | |
Provision (negative provision) for credit losses (for the quarter) | | — | | — | | — | |
Allowance for credit losses to loans and leases | | 1.72 | % | 1.78 | % | 2.35 | % |
Allowance for credit losses to nonaccrual loans and leases | | 133.3 | % | 135.3 | % | 172.7 | % |
Nonperforming assets to loans and leases and other real estate owned | | 2.67 | % | 2.91 | % | 3.14 | % |
| | | | | | | | | | |
(1) Classified loans and leases are those with a credit risk rating of substandard or doubtful.
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Non-PCI loans and leases at September 30, 2013, include $1.2 billion in loans and leases acquired in acquisitions. These acquired loans and leases were initially recorded at their estimated fair values and such initial fair values included an estimate of credit losses. The allowance calculation for Non-PCI loans and leases includes an amount for credit deterioration on acquired loans and leases since their acquisition dates. At September 30, 2013, $691,000 of our allowance for credit losses applies to these acquired loans and leases. When these loans and leases are excluded from the total of Non-PCI loans and leases and the related allowance of $691,000 is excluded from the allowance for credit losses, the result is an adjusted coverage ratio of our allowance for credit losses for Non-PCI loans and leases of 2.43% at September 30, 2013; the comparable ratio at June 30, 2013 was 2.55%.
Credit Loss Provisions
The Company recorded a negative provision for credit losses of $4.2 million for the third quarter compared to a negative provision for credit losses of $1.8 million for the second quarter; such provisions relate to PCI loans only.
The provision, or negative provision, for credit losses on PCI loans results from decreases, or increases, in expected cash flows on such loans compared to those previously estimated. Cash flows on PCI loans are estimated quarterly and are subject to change based on varying conditions with the underlying borrowers and collateral. The negative provisions for credit losses on PCI loans in the third and second quarters were due to increases in both actual cash flows from pay-offs and expected cash flows on PCI loans generally.
The provision level on Non-PCI loans and leases is generated by our allowance methodology, which reflects the level and trends of net charge-offs, the levels of nonaccrual and classified loans and leases, the migration of loans and leases into various risk classifications, and the level of outstanding loans and leases. Based on such methodology, there was no provision for credit losses on Non-PCI loans and leases for the third and second quarters of 2013.
Nonperforming Assets
Nonperforming assets include nonaccrual loans and leases (excluding PCI loans, which are accounted for based on expected cash flows and considered accruing regardless of the payment status of the underlying loans) and OREO and totaled $106.8 million at September 30, 2013 compared to $116.2 million at June 30, 2013. The ratio of nonperforming assets to Non-PCI loans and leases and OREO decreased to 2.67% at September 30, 2013 from 2.91% at June 30, 2013.
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The following table presents our Non-PCI nonaccrual loans and leases and accruing loans and leases past due between 30 and 89 days by portfolio segment and class as of the dates indicated:
| | Nonaccrual Loans and Leases | | Accruing and | |
| | September 30, 2013 | | June 30, 2013 | | 30 - 89 Days Past Due | |
| | | | % of | | | | % of | | September 30, | | June 30, | |
| | | | Loan | | | | Loan | | 2013 | | 2013 | |
| | Balance | | Category | | Balance | | Category | | Balance | | Balance | |
| | (Dollars in thousands) | |
Real estate mortgage: | | | | | | | | | | | | | |
SBA 504 | | $ | 2,791 | | 5.8 | % | $ | 3,007 | | 5.4 | % | $ | — | | $ | 929 | |
Other | | 21,628 | | 0.9 | % | 26,093 | | 1.1 | % | 4,473 | | 2,060 | |
Total real estate mortgage | | 24,419 | | 1.0 | % | 29,100 | | 1.1 | % | 4,473 | | 2,989 | |
Real estate construction: | | | | | | | | | | | | | |
Residential | | 826 | | 1.3 | % | 834 | | 1.4 | % | — | | — | |
Commercial | | 2,857 | | 2.2 | % | 2,938 | | 2.1 | % | 50 | | — | |
Total real estate construction | | 3,683 | | 1.9 | % | 3,772 | | 1.9 | % | 50 | | — | |
Commercial: | | | | | | | | | | | | | |
Collateralized | | 15,256 | | 2.7 | % | 13,441 | | 2.6 | % | 2,250 | | 796 | |
Unsecured | | 334 | | 0.3 | % | 1,583 | | 1.6 | % | 1,381 | | 976 | |
Asset-based | | 3,381 | | 1.5 | % | — | | — | | — | | — | |
SBA 7(a) | | 2,934 | | 10.6 | % | 3,052 | | 10.7 | % | 132 | | 262 | |
Total commercial | | 21,905 | | 2.4 | % | 18,076 | | 2.0 | % | 3,763 | | 2,034 | |
Leases | | 244 | | 0.1 | % | 244 | | 0.1 | % | — | | — | |
Consumer | | 594 | | 1.8 | % | 497 | | 1.7 | % | 167 | | 24 | |
Total non-PCI loans and leases | | $ | 50,845 | | 1.3 | % | $ | 51,689 | | 1.3 | % | $ | 8,453 | | $ | 5,047 | |
The $844,000 decrease in nonaccrual loans and leases (excluding PCI loans) during the third quarter of 2013 was attributable to (a) additions of $13.5 million, (b) charge-offs of $2.4 million, (c) other reductions, payoffs and returns to accrual status of $8.7 million, and (d) foreclosures of $3.2 million.
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Below is a summary of the ten largest lending relationships on nonaccrual status, excluding PCI loans and SBA-related loans, as of the date indicated:
September 30, | | |
2013 | | |
Nonaccrual | | |
Amount | | Description |
(In thousands) | | |
| | |
$ | 5,565 | | Three loans to a contractor, one of which is secured by equipment, one of which is secured by an industrial building in San Diego County, and one of which is unsecured. (2) |
| | |
4,006 | | Loan represents 6% interest in a syndicated credit facility secured by a film library. Lending group is in the process of foreclosing on the film library. (1) |
| | |
3,141 | | Two loans that are both unsecured. The borrower is paying according to the restructured terms of the loan. (1) |
| | |
2,295 | | Two loans, one of which is secured by an office building in Clark County, Nevada, and the other of which is secured by an office building in Maricopa County, Arizona. (1) |
| | |
2,177 | | Three loans, one of which is secured by an office building in Ventura County, California; the other two loans are unsecured. (1) |
| | |
1,891 | | Asset-based loan to a clothing manufacturer secured by accounts receivable and inventory. Loan is in the process of liquidation. (2) |
| | |
1,504 | | Loan secured by industrial zoned land in Ventura County, CA. (1) |
| | |
1,490 | | Asset-based loan to a contractor secured by accounts receivable. Loan is in the process of liquidation. (2) |
| | |
1,317 | | Loan secured by a strip retail center in Clark County, Nevada. (1) |
| | |
1,171 | | Loan secured by an industrial building in San Bernardino County, California. (1) |
| | |
$ | 24,557 | | Total |
(1) On nonaccrual status at June 30, 2013.
(2) New nonaccrual in third quarter of 2013.
The following table presents the details of OREO as of the dates indicated:
| | September 30, 2013 | | June 30, 2013 | |
| | Non- | | | | | | Non- | | | | | |
| | Covered | | Covered | | Total | | Covered | | Covered | | Total | |
Property Type | | OREO | | OREO | | OREO | | OREO | | OREO | | OREO | |
| | (In thousands) | |
Commercial real estate | | $ | 11,914 | | $ | 6,912 | | $ | 18,826 | | $ | 9,743 | | $ | 8,679 | | $ | 18,422 | |
Construction and land development | | 32,025 | | 4,106 | | 36,131 | | 33,050 | | 6,306 | | 39,356 | |
Multi-family | | — | | 989 | | 989 | | — | | 3,807 | | 3,807 | |
Single family residence | | 19 | | 7 | | 26 | | 2,639 | | 322 | | 2,961 | |
Total OREO, net | | $ | 43,958 | | $ | 12,014 | | $ | 55,972 | | $ | 45,432 | | $ | 19,114 | | $ | 64,546 | |
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The following table presents OREO activity for the period indicated:
| | Three Months Ended | |
| | September 30, 2013 | |
| | Non-Covered | | Covered | | Total | |
| | OREO | | OREO | | OREO | |
| | (In thousands) | |
Beginning of period | | $ | 45,432 | | $ | 19,114 | | $ | 64,546 | |
Foreclosures | | 3,196 | | 468 | | 3,664 | |
Payments to third parties (1) | | 24 | | — | | 24 | |
Provision for losses | | (643 | ) | 26 | | (617 | ) |
Reductions related to sales | | (4,051 | ) | (7,594 | ) | (11,645 | ) |
End of period | | $ | 43,958 | | $ | 12,014 | | $ | 55,972 | |
| | | | | | | |
Net gain on sale | | $ | 1,087 | | $ | 317 | | $ | 1,404 | |
(1) Represents amounts due to participants and for guarantees, property taxes or any other prior lien positions.
REGULATORY CAPITAL MEASURES ARE ABOVE THE WELL-CAPITALIZED MINIMUMS
PacWest Bancorp and its wholly-owned banking subsidiary, Pacific Western Bank, each remained well capitalized as of the date indicated as shown in the following table:
| | September 30, 2013 | |
| | Well | | Pacific | | PacWest | |
| | Capitalized | | Western | | Bancorp | |
| | Requirement | | Bank | | Consolidated | |
Tier 1 leverage capital ratio | | 5.00 | % | 10.53 | % | 11.16 | % |
Tier 1 risk-based capital ratio | | 6.00 | % | 14.27 | % | 15.13 | % |
Total risk-based capital ratio | | 10.00 | % | 15.53 | % | 16.39 | % |
Tangible common equity ratio | | N/A | | 10.54 | % | 9.12 | % |
PACWEST AND CAPITALSOURCE MERGER ANNOUNCEMENT
On, July 22, 2013, PacWest announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby PacWest and CapitalSource, Inc. (“CapitalSource”) will merge in a transaction valued at approximately $2.4 billion. The combined company will be called PacWest Bancorp and the combined subsidiary bank will be called Pacific Western Bank. The CapitalSource national lending operation will continue to do business under the name CapitalSource as a division of Pacific Western Bank.
Under the terms of the Agreement, CapitalSource shareholders will receive $2.47 in cash and 0.2837 shares of PacWest common stock for each share of CapitalSource common stock. The total value of the CapitalSource per share merger consideration, based on the closing price of PacWest shares on October 18, 2013 of $37.10 was $13.00.
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As of September 30, 2013, on a pro forma consolidated basis, the combined company would have had approximately $15.4 billion in assets with 95 branches throughout California. The combined institution would be the 6th largest publicly-owned bank headquartered in California, and the 8th largest commercial bank headquartered in California (out of more than 214 financial institutions in the state).
The transaction, currently expected to close in the first quarter of 2014, is subject to customary conditions, including the approval of bank regulatory authorities and the stockholders of both companies.
ABOUT PACWEST BANCORP
PacWest Bancorp (“PacWest”) is a bank holding company with $6.6 billion in assets as of September 30, 2013, with one wholly-owned banking subsidiary, Pacific Western Bank (“Pacific Western”). Through 74 full-service community banking branches, Pacific Western provides commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Pacific Western’s branches are located throughout California in Los Angeles, Orange, Riverside, San Bernardino, Santa Barbara, San Diego, San Francisco, San Luis Obispo, San Mateo and Ventura Counties. Through its subsidiaries, BFI Business Finance and Celtic Capital Corporation, and its divisions First Community Financial and Pacific Western Equipment Finance, Pacific Western also provides working capital financing and equipment leasing to growing companies located throughout the United States, with a focus on the Southwestern U.S., primarily in Arizona, California, Utah and Texas. Additional information regarding PacWest Bancorp is available on the Internet at www.pacwestbancorp.com. Information regarding Pacific Western Bank is also available on the Internet at www.pacificwesternbank.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information about PacWest that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to: failure to obtain regulatory or other required approvals; an inability to achieve expected cost savings in the amounts or timeframes discussed if at all, or the costs associated with transactions or the time needed to complete transactions being greater than expected; lower than expected revenues; credit quality deterioration or a reduction in real estate values could cause an increase in the allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the Company’s ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all; settlements with the FDIC related to our four loss-sharing arrangements; the possibility that personnel changes will not proceed as planned; the cost of additional capital is more than expected; a change in the interest rate environment reduces net interest margins; asset/liability repricing risks and liquidity risks; pending legal matters may take longer or cost
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more to resolve or may be resolved adversely to the Company; general economic conditions, either nationally or in the market areas in which the Company does or anticipates doing business, are less favorable than expected; environmental conditions, including natural disasters, may disrupt our business, impede our operations, negatively impact the values of collateral securing the Company’s loans and leases or impair the ability of our borrowers to support their debt obligations; the economic and regulatory effects of the continuing war on terrorism and other events of war, including the conflicts in the Middle East; legislative or regulatory requirements or changes adversely affecting the Company’s business; changes in the securities markets; regulatory approvals for any capital activities cannot be obtained on the terms expected or on the anticipated schedule; and, other risks that are described in PacWest’s public filings with the U.S. Securities and Exchange Commission (the “SEC”). Additional risks and uncertainties relating to the proposed transaction with CapitalSource include, but are not limited to: the ability to complete the proposed transaction, including obtaining regulatory approvals and approvals by the stockholders of PacWest and CapitalSource; the length of time necessary to consummate the proposed transaction; the ability to successfully integrate the two institutions and achieve expected synergies and operating efficiencies on the expected timeframe; unexpected costs relating to the proposed transaction; and the potential impact on the institutions’ respective businesses as a result of uncertainty surrounding the proposed transaction. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, PacWest’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. PacWest assumes no obligation to update such forward-looking statements.
For a more complete discussion of risks and uncertainties, investors and security holders are urged to read PacWest Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by PacWest with the SEC. The documents filed by PacWest with the SEC may be obtained at PacWest Bancorp’s website at www.pacwestbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from PacWest by directing a request to: PacWest Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821. Attention: Investor Relations. Telephone 714-671-6800.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
Investors and security holders are urged to carefully review and consider each of PacWest Bancorp’s and CapitalSource, Inc.’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by PacWest with the SEC may be obtained free of charge at PacWest’s website at www.pacwestbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from PacWest by requesting them in writing to PacWest Bancorp, c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821; Attention: Investor Relations, or by telephone at (714) 671-6800.
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The documents filed by CapitalSource with the SEC may be obtained free of charge at CapitalSource’s website at www.capitalsource.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from CapitalSource by requesting them in writing to CapitalSource Inc., 633 West 5th Street, 33rd Floor, Los Angeles, CA 90071 Attention: Investor Relations, or by telephone at Phone: (212) 321-7212.
PacWest has filed a preliminary registration statement with the SEC, which includes a preliminary joint proxy statement of PacWest and CapitalSource and a preliminary prospectus of PacWest, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of CapitalSource and PacWest are urged to carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking any required stockholder approvals. Investors and security holders will be able to obtain the preliminary registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from PacWest or CapitalSource by writing to the addresses provided for each company set forth in the paragraphs above.
PacWest, CapitalSource, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from PacWest and CapitalSource stockholders in favor of the approval of the transaction. Information about the directors and executive officers of PacWest and their ownership of PacWest common stock is set forth in the proxy statement for PacWest’s 2013 annual meeting of stockholders, as previously filed with the SEC. Information about the directors and executive officers of CapitalSource and their ownership of CapitalSource common stock is set forth in the proxy statement for CapitalSource’s 2013 annual meeting of stockholders, as previously filed with the SEC. Stockholders may obtain additional information regarding the interests of such participants by reading the preliminary registration statement and the joint proxy statement/prospectus.
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PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | September 30, | | June 30, | | December 31, | |
| | 2013 | | 2013 | | 2012 | |
| | (In thousands, except per share and share data) | |
ASSETS | | | | | | | |
Cash and due from banks | | $ | 132,467 | | $ | 106,237 | | $ | 89,011 | |
Interest-earning deposits in financial institutions | | 11,552 | | 112,590 | | 75,393 | |
Total cash and cash equivalents | | 144,019 | | 218,827 | | 164,404 | |
| | | | | | | |
Non-covered securities available-for-sale | | 1,472,769 | | 1,432,661 | | 1,310,701 | |
Covered securities available-for-sale | | 39,378 | | 40,917 | | 44,684 | |
Total securities available-for-sale, at estimated fair value | | 1,512,147 | | 1,473,578 | | 1,355,385 | |
Federal Home Loan Bank stock, at cost | | 34,095 | | 39,129 | | 37,126 | |
Total investment securities | | 1,546,242 | | 1,512,707 | | 1,392,511 | |
| | | | | | | |
Non-covered loans and leases | | 3,873,388 | | 3,839,215 | | 3,049,505 | |
Covered loans | | 510,924 | | 581,404 | | 543,327 | |
Gross loans and leases | | 4,384,312 | | 4,420,619 | | 3,592,832 | |
Unearned income | | (919 | ) | (933 | ) | (2,535 | ) |
Allowance for loan and lease losses | | (83,786 | ) | (90,643 | ) | (91,968 | ) |
Total loans and leases, net | | 4,299,607 | | 4,329,043 | | 3,498,329 | |
| | | | | | | |
Non-covered other real estate owned, net | | 43,958 | | 45,432 | | 33,572 | |
Covered other real estate owned, net | | 12,014 | | 19,114 | | 22,842 | |
Total other real estate owned, net | | 55,972 | | 64,546 | | 56,414 | |
| | | | | | | |
Premises and equipment, net | | 32,683 | | 33,642 | | 19,503 | |
FDIC loss sharing asset | | 55,653 | | 66,993 | | 57,475 | |
Cash surrender value of life insurance | | 77,512 | | 80,592 | | 68,326 | |
Goodwill | | 215,862 | | 209,190 | | 79,866 | |
Core deposit and customer relationship intangibles, net | | 18,678 | | 20,190 | | 14,723 | |
Other assets | | 170,627 | | 173,372 | | 112,107 | |
Total assets | | $ | 6,616,855 | | $ | 6,709,102 | | $ | 5,463,658 | |
| | | | | | | |
LIABILITIES | | | | | | | |
Noninterest-bearing demand deposits | | $ | 2,328,688 | | $ | 2,291,246 | | $ | 1,939,212 | |
Interest-bearing deposits | | 3,104,456 | | 3,231,754 | | 2,769,909 | |
Total deposits | | 5,433,144 | | 5,523,000 | | 4,709,121 | |
Borrowings | | 8,243 | | 9,696 | | 12,591 | |
Subordinated debentures | | 132,500 | | 132,358 | | 108,250 | |
Discontinued operations | | 155,807 | | 173,439 | | — | |
Accrued interest payable and other liabilities | | 70,872 | | 68,910 | | 44,575 | |
Total liabilities | | 5,800,566 | | 5,907,403 | | 4,874,537 | |
STOCKHOLDERS’ EQUITY (1) | | 816,289 | | 801,699 | | 589,121 | |
Total liabilities and stockholders’ equity | | $ | 6,616,855 | | $ | 6,709,102 | | $ | 5,463,658 | |
| | | | | | | |
(1) Includes net unrealized gain on securities available-for-sale, net | | $ | 327 | | $ | 996 | | $ | 32,900 | |
| | | | | | | |
Book value per share | | $ | 17.71 | | $ | 17.40 | | $ | 15.74 | |
Tangible book value per share | | $ | 12.62 | | $ | 12.42 | | $ | 13.22 | |
| | | | | | | |
Shares outstanding (includes unvested restricted shares of 1,791,462 at September 30, 2013; 1,788,562 at June 30, 2013; 1,698,281 at December 31, 2012) | | 46,090,742 | | 46,080,731 | | 37,420,909 | |
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PACWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
| | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (In thousands, except per share data) | |
Interest income: | | | | | | | | | | | |
Loans and leases | | $ | 75,196 | | $ | 63,168 | | $ | 66,711 | | $ | 199,374 | | $ | 194,775 | |
Investment securities | | 9,871 | | 8,414 | | 8,346 | | 26,501 | | 27,484 | |
Deposits in financial institutions | | 91 | | 49 | | 66 | | 183 | | 154 | |
Total interest income | | 85,158 | | 71,631 | | 75,123 | | 226,058 | | 222,413 | |
| | | | | | | | | | | |
Interest expense: | | | | | | | | | | | |
Deposits | | 1,692 | | 2,077 | | 3,292 | | 6,418 | | 10,232 | |
Borrowings | | 108 | | 199 | | 210 | | 451 | | 2,428 | |
Subordinated debentures | | 1,069 | | 882 | | 850 | | 2,734 | | 2,889 | |
Total interest expense | | 2,869 | | 3,158 | | 4,352 | | 9,603 | | 15,549 | |
| | | | | | | | | | | |
Net interest income | | 82,289 | | 68,473 | | 70,771 | | 216,455 | | 206,864 | |
| | | | | | | | | | | |
Provision (negative provision) for credit losses | | (4,167 | ) | (1,842 | ) | (2,141 | ) | (2,872 | ) | (8,486 | ) |
| | | | | | | | | | | |
Net interest income after provision for credit losses | | 86,456 | | 70,315 | | 72,912 | | 219,327 | | 215,350 | |
| | | | | | | | | | | |
Noninterest income: | | | | | | | | | | | |
Service charges on deposit accounts | | 2,938 | | 2,767 | | 3,108 | | 8,568 | | 9,789 | |
Other commissions and fees | | 2,204 | | 2,154 | | 2,123 | | 6,291 | | 6,101 | |
Gain on sale of leases | | 604 | | 279 | | 132 | | 1,108 | | 1,525 | |
Gain on sale of securities | | — | | — | | — | | 409 | | — | |
Acquisition-related securities gain | | 5,222 | | — | | — | | 5,222 | | — | |
Other-than-temporary impairment loss on covered security | | — | | — | | — | | — | | (1,115 | ) |
Increase in cash surrender value of life insurance | | 62 | | 221 | | 304 | | 716 | | 964 | |
FDIC loss sharing expense, net | | (7,032 | ) | (5,410 | ) | (367 | ) | (15,579 | ) | (4,048 | ) |
Other income | | 1,129 | | 192 | | 382 | | 1,435 | | 599 | |
Total noninterest income | | 5,127 | | 203 | | 5,682 | | 8,170 | | 13,815 | |
| | | | | | | | | | | |
Noninterest expense: | | | | | | | | | | | |
Compensation | | 27,963 | | 26,057 | | 23,812 | | 79,370 | | 71,698 | |
Occupancy | | 7,828 | | 7,480 | | 6,964 | | 21,906 | | 21,340 | |
Data processing | | 2,590 | | 2,455 | | 2,310 | | 7,278 | | 6,848 | |
Other professional services | | 2,830 | | 2,240 | | 2,019 | | 7,167 | | 6,167 | |
Business development | | 756 | | 798 | | 635 | | 2,290 | | 1,854 | |
Communications | | 828 | | 622 | | 652 | | 2,063 | | 1,886 | |
Insurance and assessments | | 1,496 | | 1,267 | | 1,398 | | 4,024 | | 4,014 | |
Non-covered other real estate owned, net | | (88 | ) | 80 | | 1,883 | | 305 | | 3,834 | |
Covered other real estate owned, net | | (332 | ) | (94 | ) | 4,290 | | (1,239 | ) | 7,242 | |
Intangible asset amortization | | 1,512 | | 1,284 | | 1,678 | | 3,972 | | 5,150 | |
Acquisition and integration | | 5,450 | | 17,997 | | 2,101 | | 24,139 | | 2,997 | |
Debt termination | | — | | — | | — | | — | | 22,598 | |
Other expenses | | 5,367 | | 4,030 | | 3,915 | | 13,324 | | 12,509 | |
Total noninterest expense | | 56,200 | | 64,216 | | 51,657 | | 164,599 | | 168,137 | |
| | | | | | | | | | | |
Earnings from continuing operations before income taxes | | 35,383 | | 6,302 | | 26,937 | | 62,898 | | 61,028 | |
Income tax expense | | (11,243 | ) | (1,906 | ) | (10,849 | ) | (20,868 | ) | (24,119 | ) |
Net earnings from continuing operations | | 24,140 | | 4,396 | | 16,088 | | 42,030 | | 36,909 | |
| | | | | | | | | | | |
Earnings (loss) from discontinued operations before income taxes | | 39 | | (81 | ) | — | | (42 | ) | — | |
Income tax (expense) benefit | | (16 | ) | 34 | | — | | 18 | | — | |
Net earnings (loss) from discontinued operations | | 23 | | (47 | ) | — | | (24 | ) | — | |
| | | | | | | | | | | |
Net earnings | | $ | 24,163 | | $ | 4,349 | | $ | 16,088 | | $ | 42,006 | | $ | 36,909 | |
| | | | | | | | | | | |
Basic and diluted earnings per share: | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
Net earnings | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
22
PACWEST BANCORP AND SUBSIDIARIES
AVERAGE BALANCE SHEETS AND YIELD ANALYSIS
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
| | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Average Assets: | | | | | | | | | | | |
Loans and leases, net of unearned income | | $ | 4,320,770 | | $ | 3,765,715 | | $ | 3,565,637 | | $ | 3,865,463 | | $ | 3,542,571 | |
Investment securities | | 1,518,256 | | 1,424,804 | | 1,377,016 | | 1,436,650 | | 1,376,722 | |
Interest-earning deposits in financial institutions | | 140,785 | | 75,739 | | 101,491 | | 95,456 | | 77,928 | |
Federal funds sold | | — | | — | | — | | — | | 3 | |
Average interest-earning assets | | 5,979,811 | | 5,266,258 | | 5,044,144 | | 5,397,569 | | 4,997,224 | |
Other assets | | 681,043 | | 511,633 | | 478,428 | | 545,435 | | 471,216 | |
Average total assets | | $ | 6,660,854 | | $ | 5,777,891 | | $ | 5,522,572 | | $ | 5,943,004 | | $ | 5,468,440 | |
| | | | | | | | | | | |
Average liabilities: | | | | | | | | | | | |
Interest checking deposits | | $ | 619,884 | | $ | 557,438 | | $ | 522,551 | | $ | 567,295 | | $ | 516,924 | |
Money market deposits | | 1,567,976 | | 1,307,386 | | 1,248,723 | | 1,362,219 | | 1,206,820 | |
Savings deposits | | 216,174 | | 184,055 | | 160,843 | | 185,527 | | 160,912 | |
Time deposits | | 765,890 | | 756,008 | | 885,181 | | 772,735 | | 905,721 | |
Average interest-bearing deposits | | 3,169,924 | | 2,804,887 | | 2,817,298 | | 2,887,776 | | 2,790,377 | |
Borrowings | | 9,012 | | 20,554 | | 22,700 | | 14,030 | | 124,863 | |
Subordinated debentures | | 132,413 | | 116,998 | | 108,250 | | 119,309 | | 113,279 | |
Average interest-bearing liabilities | | 3,311,349 | | 2,942,439 | | 2,948,248 | | 3,021,115 | | 3,028,519 | |
Noninterest-bearing demand deposits | | 2,329,197 | | 2,072,923 | | 1,956,929 | | 2,115,608 | | 1,833,855 | |
Other liabilities | | 222,583 | | 96,104 | | 43,786 | | 121,065 | | 44,829 | |
Average total liabilities | | 5,863,129 | | 5,111,466 | | 4,948,963 | | 5,257,788 | | 4,907,203 | |
Average stockholders’ equity | | 797,725 | | 666,425 | | 573,609 | | 685,216 | | 561,237 | |
Average liabilities and stockholders’ equity | | $ | 6,660,854 | | $ | 5,777,891 | | $ | 5,522,572 | | $ | 5,943,004 | | $ | 5,468,440 | |
| | | | | | | | | | | |
Average deposits | | $ | 5,499,121 | | $ | 4,877,810 | | $ | 4,774,227 | | $ | 5,003,384 | | $ | 4,624,232 | |
Average funding sources (1) | | $ | 5,640,546 | | $ | 5,015,362 | | $ | 4,905,177 | | $ | 5,136,723 | | $ | 4,862,374 | |
| | | | | | | | | | | |
Yield on: | | | | | | | | | | | |
Average loans and leases | | 6.90 | % | 6.73 | % | 7.44 | % | 6.90 | % | 7.34 | % |
Average investment securities | | 2.58 | % | 2.37 | % | 2.41 | % | 2.47 | % | 2.67 | % |
Average investment securities - tax-equivalent yield | | 2.97 | % | 2.74 | % | 2.77 | % | 2.84 | % | 3.05 | % |
Average interest-earning deposits | | 0.26 | % | 0.26 | % | 0.26 | % | 0.26 | % | 0.26 | % |
Average interest-earning assets | | 5.65 | % | 5.46 | % | 5.92 | % | 5.60 | % | 5.95 | % |
| | | | | | | | | | | |
Cost of: | | | | | | | | | | | |
Average deposits/all-in deposit cost (2) | | 0.12 | % | 0.17 | % | 0.27 | % | 0.17 | % | 0.30 | % |
Average interest-bearing deposits | | 0.21 | % | 0.30 | % | 0.46 | % | 0.30 | % | 0.49 | % |
Average borrowings | | 4.75 | % | 3.88 | % | 3.68 | % | 4.30 | % | 2.60 | % |
Average subordinated debentures | | 3.20 | % | 3.02 | % | 3.12 | % | 3.06 | % | 3.41 | % |
Average interest-bearing liabilities | | 0.34 | % | 0.43 | % | 0.59 | % | 0.42 | % | 0.69 | % |
| | | | | | | | | | | |
Net interest rate spread (3) | | 5.31 | % | 5.03 | % | 5.33 | % | 5.18 | % | 5.26 | % |
Net interest margin (4) | | 5.46 | % | 5.22 | % | 5.58 | % | 5.36 | % | 5.53 | % |
| | | | | | | | | | | |
Cost of average funding sources (5) | | 0.20 | % | 0.25 | % | 0.35 | % | 0.25 | % | 0.43 | % |
(1) Average funding sources is the sum of average interest-bearing liabilities plus average noninterest-bearing demand deposits.
(2) Cost of average deposits/all-in deposit cost is calculated as annualized interest expense on deposits divided by average deposits.
(3) Net interest rate spread is calculated as the yield on average interest-earning assets less the cost of average interest-bearing liabilities.
(4) Net interest margin is calculated as annualized net interest income divided by average interest-earning assets.
(5) Cost of average funding sources is calculated as annualized total interest expense divided by average funding sources.
23
PACWEST BANCORP AND SUBSIDIARIES
LOAN CONCENTRATION BY PORTFOLIO SEGMENT
(Unaudited)
| | September 30, | | June 30, | | December 31, | |
| | 2013 | | 2013 | | 2012 | |
| | (In thousands) | |
Non-Covered Loans and Leases | | | | | | | |
Real estate mortgage | | $ | 2,494,108 | | $ | 2,495,364 | | $ | 1,917,670 | |
Real estate construction | | 181,993 | | 187,193 | | 129,959 | |
Commercial | | 918,669 | | 898,973 | | 787,775 | |
Leases | | 235,791 | | 216,089 | | 174,373 | |
Consumer | | 30,798 | | 25,523 | | 22,487 | |
Foreign: | | | | | | | |
Commercial | | 10,677 | | 14,621 | | 15,567 | |
Other, including real estate | | 1,352 | | 1,452 | | 1,674 | |
Total gross non-covered loans and leases | | $ | 3,873,388 | | $ | 3,839,215 | | $ | 3,049,505 | |
| | | | | | | |
Covered Loans | | | | | | | |
Real estate mortgage | | $ | 477,273 | | $ | 537,238 | | $ | 504,900 | |
Real estate construction | | 19,531 | | 26,542 | | 24,645 | |
Commercial | | 10,765 | | 14,096 | | 13,184 | |
Consumer | | 3,355 | | 3,528 | | 598 | |
Total gross covered loans | | $ | 510,924 | | $ | 581,404 | | $ | 543,327 | |
| | | | | | | |
Total Loans and Leases | | | | | | | |
Real estate mortgage | | $ | 2,971,381 | | $ | 3,032,602 | | $ | 2,422,570 | |
Real estate construction | | 201,524 | | 213,735 | | 154,604 | |
Commercial | | 929,434 | | 913,069 | | 800,959 | |
Leases | | 235,791 | | 216,089 | | 174,373 | |
Consumer | | 34,153 | | 29,051 | | 23,085 | |
Foreign: | | | | | | | |
Commercial | | 10,677 | | 14,621 | | 15,567 | |
Other, including real estate | | 1,352 | | 1,452 | | 1,674 | |
Total gross loans and leases | | $ | 4,384,312 | | $ | 4,420,619 | | $ | 3,592,832 | |
24
PACWEST BANCORP AND SUBSIDIARIES
LOAN PORTFOLIO COMPOSITION
(Unaudited)
| | September 30, 2013 | | June 30, 2013 | |
| | Non-PCI | | PCI | | Total | | Non-PCI | | PCI | | Total | |
| | Loans (1) | | Loans (2) | | Loans | | Loans | | Loans | | Loans | |
| | (In thousands) | |
Non-Covered Loans and Leases | | | | | | | | | | | | | |
Real estate mortgage | | $ | 2,476,180 | | $ | 17,928 | | $ | 2,494,108 | | $ | 2,477,066 | | $ | 18,298 | | $ | 2,495,364 | |
Real estate construction | | 180,697 | | 1,296 | | 181,993 | | 185,888 | | 1,305 | | 187,193 | |
Commercial | | 918,669 | | — | | 918,669 | | 898,973 | | — | | 898,973 | |
Leases | | 235,791 | | — | | 235,791 | | 216,089 | | — | | 216,089 | |
Consumer | | 30,763 | | 35 | | 30,798 | | 25,487 | | 36 | | 25,523 | |
Foreign | | 12,029 | | — | | 12,029 | | 16,073 | | — | | 16,073 | |
Total gross non-covered loans and leases | | $ | 3,854,129 | | $ | 19,259 | | $ | 3,873,388 | | $ | 3,819,576 | | $ | 19,639 | | $ | 3,839,215 | |
| | | | | | | | | | | | | |
Covered Loans | | | | | | | | | | | | | |
Real estate mortgage | | $ | 75,601 | | $ | 401,672 | | $ | 477,273 | | $ | 81,124 | | $ | 456,114 | | $ | 537,238 | |
Real estate construction | | 9,260 | | 10,271 | | 19,531 | | 11,888 | | 14,654 | | 26,542 | |
Commercial | | 9,500 | | 1,265 | | 10,765 | | 10,536 | | 3,560 | | 14,096 | |
Consumer | | 3,065 | | 290 | | 3,355 | | 3,106 | | 422 | | 3,528 | |
Total gross covered loans | | $ | 97,426 | | $ | 413,498 | | $ | 510,924 | | $ | 106,654 | | $ | 474,750 | | $ | 581,404 | |
| | | | | | | | | | | | | |
Total Loans and Leases | | | | | | | | | | | | | |
Real estate mortgage | | $ | 2,551,781 | | $ | 419,600 | | $ | 2,971,381 | | $ | 2,558,190 | | $ | 474,412 | | $ | 3,032,602 | |
Real estate construction | | 189,957 | | 11,567 | | 201,524 | | 197,776 | | 15,959 | | 213,735 | |
Commercial | | 928,169 | | 1,265 | | 929,434 | | 909,509 | | 3,560 | | 913,069 | |
Leases | | 235,791 | | — | | 235,791 | | 216,089 | | — | | 216,089 | |
Consumer | | 33,828 | | 325 | | 34,153 | | 28,593 | | 458 | | 29,051 | |
Foreign | | 12,029 | | — | | 12,029 | | 16,073 | | — | | 16,073 | |
Total gross loans and leases | | $ | 3,951,555 | | $ | 432,757 | | $ | 4,384,312 | | $ | 3,926,230 | | $ | 494,389 | | $ | 4,420,619 | |
| | | | | | | | | | | | | |
Loans and Leases, Net of Allowance | | | | | | | | | | | | | |
Non-covered loans and leases | | $ | 3,854,129 | | $ | 19,259 | | $ | 3,873,388 | | $ | 3,819,576 | | $ | 19,639 | | $ | 3,839,215 | |
Allowance for credit losses | | (67,801 | ) | — | | (67,801 | ) | (69,926 | ) | — | | (69,926 | ) |
Non-covered loans and leases, net | | $ | 3,786,328 | | $ | 19,259 | | $ | 3,805,587 | | $ | 3,749,650 | | $ | 19,639 | | $ | 3,769,289 | |
| | | | | | | | | | | | | |
Covered loans | | $ | 97,426 | | $ | 413,498 | | $ | 510,924 | | $ | 106,654 | | $ | 474,750 | | $ | 581,404 | |
Allowance for credit losses | | — | | (23,235 | ) | (23,235 | ) | — | | (27,397 | ) | (27,397 | ) |
Covered loans, net | | $ | 97,426 | | $ | 390,263 | | $ | 487,689 | | $ | 106,654 | | $ | 447,353 | | $ | 554,007 | |
| | | | | | | | | | | | | |
Total loans and leases | | $ | 3,951,555 | | $ | 432,757 | | $ | 4,384,312 | | $ | 3,926,230 | | $ | 494,389 | | $ | 4,420,619 | |
Allowance for credit losses | | (67,801 | ) | (23,235 | ) | (91,036 | ) | (69,926 | ) | (27,397 | ) | (97,323 | ) |
Total loans and leases, net | | $ | 3,883,754 | | $ | 409,522 | | $ | 4,293,276 | | $ | 3,856,304 | | $ | 466,992 | | $ | 4,323,296 | |
| | | | | | | | | | | | | |
Allowance for credit losses to loans and leases (excludes PCI) | | 1.72 | % | 5.37 | % | 2.08 | % | 1.78 | % | 5.54 | % | 2.20 | % |
(1) Non-PCI loans include loans originated by Pacific Western Bank and acquired loans that were not impaired on their acquisition date.
(2) PCI loans include loans acquired by Pacific Western Bank in an FDIC-assisted acquisition and loans acquired in the FCAL acquisition that were impaired on the acquisition date.
25
PACWEST BANCORP AND SUBSIDIARIES
NON-PCI NONCLASSIFIED AND CLASSIFIED LOANS AND LEASES
(Unaudited)
| | September 30, 2013 | |
| | Nonclassified | | Classified | | Total | |
| | (In thousands) | |
Real estate mortgage: | | | | | | | |
Hospitality | | $ | 182,419 | | $ | 5,654 | | $ | 188,073 | |
SBA 504 | | 42,621 | | 5,505 | | 48,126 | |
Other | | 2,247,865 | | 67,717 | | 2,315,582 | |
Total real estate mortgage | | 2,472,905 | | 78,876 | | 2,551,781 | |
Real estate construction: | | | | | | | |
Residential | | 60,390 | | 1,764 | | 62,154 | |
Commercial | | 121,221 | | 6,582 | | 127,803 | |
Total real estate construction | | 181,611 | | 8,346 | | 189,957 | |
Commercial: | | | | | | | |
Collateralized | | 538,101 | | 24,392 | | 562,493 | |
Unsecured | | 104,608 | | 1,618 | | 106,226 | |
Asset-based | | 225,110 | | 6,788 | | 231,898 | |
SBA 7(a) | | 21,764 | | 5,788 | | 27,552 | |
Total commercial | | 889,583 | | 38,586 | | 928,169 | |
Leases | | 235,547 | | 244 | | 235,791 | |
Consumer | | 29,089 | | 4,739 | | 33,828 | |
Foreign | | 12,029 | | — | | 12,029 | |
Total non-PCI loans and leases | | $ | 3,820,764 | | $ | 130,791 | | $ | 3,951,555 | |
| | June 30, 2013 | |
| | Nonclassified | | Classified | | Total | |
| | (In thousands) | |
Real estate mortgage: | | | | | | | |
Hospitality | | $ | 186,728 | | $ | 5,685 | | $ | 192,413 | |
SBA 504 | | 49,826 | | 5,765 | | 55,591 | |
Other | | 2,244,304 | | 65,882 | | 2,310,186 | |
Total real estate mortgage | | 2,480,858 | | 77,332 | | 2,558,190 | |
Real estate construction: | | | | | | | |
Residential | | 56,161 | | 1,775 | | 57,936 | |
Commercial | | 131,417 | | 8,423 | | 139,840 | |
Total real estate construction | | 187,578 | | 10,198 | | 197,776 | |
Commercial: | | | | | | | |
Collateralized | | 499,198 | | 25,842 | | 525,040 | |
Unsecured | | 98,856 | | 2,890 | | 101,746 | |
Asset-based | | 249,834 | | 4,247 | | 254,081 | |
SBA 7(a) | | 22,666 | | 5,976 | | 28,642 | |
Total commercial | | 870,554 | | 38,955 | | 909,509 | |
Leases | | 215,845 | | 244 | | 216,089 | |
Consumer | | 27,141 | | 1,452 | | 28,593 | |
Foreign | | 16,073 | | — | | 16,073 | |
Total non-PCI loans and leases | | $ | 3,798,049 | | $ | 128,181 | | $ | 3,926,230 | |
Note: Nonclassified loans and leases are those with a credit risk rating of either pass or special mention, while classified loans and leases are those with a credit risk rating of either substandard or doubtful.
26
PACWEST BANCORP AND SUBSIDIARIES
LOAN CONCENTRATION
(Unaudited)
| | September 30, 2013 | |
| | Non-Covered Loans | | | | Total Loans | |
| | and Leases | | Covered Loans | | and Leases | |
| | | | % of | | | | % of | | | | % of | |
| | Amount | | Total | | Amount | | Total | | Amount | | Total | |
| | (Dollars in thousands) | |
Real estate mortgage: | | | | | | | | | | | | | |
Hospitality | | $ | 186,844 | | 5 | % | $ | 2,430 | | — | | $ | 189,274 | | 4 | % |
SBA 504 | | 48,126 | | 1 | % | — | | — | | 48,126 | | 1 | % |
Other | | 2,259,138 | | 58 | % | 474,843 | | 93 | % | 2,733,981 | | 63 | % |
Total real estate mortgage | | 2,494,108 | | 64 | % | 477,273 | | 93 | % | 2,971,381 | | 68 | % |
Real estate construction: | | | | | | | | | | | | | |
Residential | | 62,154 | | 2 | % | — | | — | | 62,154 | | 1 | % |
Commercial | | 119,839 | | 3 | % | 19,531 | | 4 | % | 139,370 | | 4 | % |
Total real estate construction | | 181,993 | | 5 | % | 19,531 | | 4 | % | 201,524 | | 5 | % |
| | | | | | | | | | | | | |
Total real estate loans | | 2,676,101 | | 69 | % | 496,804 | | 97 | % | 3,172,905 | | 73 | % |
| | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | | |
Collateralized | | 554,817 | | 14 | % | 8,721 | | 2 | % | 563,538 | | 13 | % |
Unsecured | | 104,402 | | 3 | % | 2,044 | | — | | 106,446 | | 2 | % |
Asset-based | | 231,898 | | 6 | % | — | | — | | 231,898 | | 5 | % |
SBA 7(a) | | 27,552 | | 1 | % | — | | — | | 27,552 | | 1 | % |
Total commercial | | 918,669 | | 24 | % | 10,765 | | 2 | % | 929,434 | | 21 | % |
Leases | | 235,791 | | 6 | % | — | | — | | 235,791 | | 5 | % |
Consumer | | 30,798 | | 1 | % | 3,355 | | 1 | % | 34,153 | | 1 | % |
Foreign | | 12,029 | | — | | — | | — | | 12,029 | | — | |
Total gross loans and leases | | $ | 3,873,388 | | 100 | % | $ | 510,924 | | 100 | % | $ | 4,384,312 | | 100 | % |
| | June 30, 2013 | |
| | Non-Covered Loans | | | | Total Loans | |
| | and Leases | | Covered Loans | | and Leases | |
| | | | % of | | | | % of | | | | % of | |
| | Amount | | Total | | Amount | | Total | | Amount | | Total | |
| | (Dollars in thousands) | |
Real estate mortgage: | | | | | | | | | | | | | |
Hospitality | | $ | 191,167 | | 5 | % | $ | 2,445 | | — | | $ | 193,612 | | 4 | % |
SBA 504 | | 55,591 | | 1 | % | — | | — | | 55,591 | | 1 | % |
Other | | 2,248,606 | | 59 | % | 534,793 | | 92 | % | 2,783,399 | | 63 | % |
Total real estate mortgage | | 2,495,364 | | 65 | % | 537,238 | | 92 | % | 3,032,602 | | 68 | % |
Real estate construction: | | | | | | | | | | | | | |
Residential | | 57,936 | | 2 | % | 2,491 | | — | | 60,427 | | 1 | % |
Commercial | | 129,257 | | 3 | % | 24,051 | | 4 | % | 153,308 | | 4 | % |
Total real estate construction | | 187,193 | | 5 | % | 26,542 | | 4 | % | 213,735 | | 5 | % |
| | | | | | | | | | | | | |
Total real estate loans | | 2,682,557 | | 70 | % | 563,780 | | 96 | % | 3,246,337 | | 73 | % |
| | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | | |
Collateralized | | 517,422 | | 13 | % | 10,948 | | 2 | % | 528,370 | | 12 | % |
Unsecured | | 98,703 | | 3 | % | 3,123 | | 1 | % | 101,826 | | 2 | % |
Asset-based | | 254,081 | | 6 | % | — | | — | | 254,081 | | 6 | % |
SBA 7(a) | | 28,767 | | 1 | % | 25 | | — | | 28,792 | | 1 | % |
Total commercial | | 898,973 | | 23 | % | 14,096 | | 3 | % | 913,069 | | 21 | % |
Leases | | 216,089 | | 6 | % | — | | — | | 216,089 | | 5 | % |
Consumer | | 25,523 | | 1 | % | 3,528 | | 1 | % | 29,051 | | 1 | % |
Foreign | | 16,073 | | — | | — | | — | | 16,073 | | — | |
Total gross loans and leases | | $ | 3,839,215 | | 100 | % | $ | 581,404 | | 100 | % | $ | 4,420,619 | | 100 | % |
27
PACWEST BANCORP AND SUBSIDIARIES
LOAN CONCENTRATION
REAL ESTATE MORTGAGE LOANS
(Unaudited)
| | Non-Covered Loans | | Covered Loans | |
| | September 30, 2013 | | June 30, 2013 | | September 30, 2013 | | June 30, 2013 | |
| | | | % of | | | | % of | | | | % of | | | | % of | |
Loan Category | | Amount | | Total | | Amount | | Total | | Amount | | Total | | Amount | | Total | |
| | (Dollars in thousands) | |
Commercial real estate mortgage: | | | | | | | | | | | | | | | | | |
Industrial/warehouse | | $ | 345,661 | | 14 | % | $ | 375,932 | | 15 | % | $ | 30,201 | | 6 | % | $ | 33,516 | | 6 | % |
Retail | | 278,071 | | 11 | % | 291,259 | | 12 | % | 74,968 | | 16 | % | 89,983 | | 17 | % |
Office buildings | | 408,961 | | 17 | % | 390,518 | | 16 | % | 42,822 | | 9 | % | 44,910 | | 8 | % |
Owner-occupied | | 228,849 | | 9 | % | 173,855 | | 7 | % | 15,238 | | 3 | % | 14,373 | | 3 | % |
Hotel | | 186,844 | | 7 | % | 191,167 | | 8 | % | 2,430 | | 1 | % | 2,445 | | 1 | % |
Healthcare | | 177,361 | | 7 | % | 150,704 | | 6 | % | 8,760 | | 2 | % | 12,911 | | 2 | % |
Mixed use | | 63,744 | | 3 | % | 77,609 | | 3 | % | 6,564 | | 1 | % | 8,857 | | 2 | % |
Gas station | | 30,015 | | 1 | % | 27,861 | | 1 | % | 3,824 | | 1 | % | 6,116 | | 1 | % |
Self storage | | 48,177 | | 2 | % | 47,441 | | 2 | % | 27,146 | | 6 | % | 44,175 | | 8 | % |
Restaurant | | 21,285 | | 1 | % | 25,447 | | 1 | % | 910 | | — | | 905 | | — | |
Land acquisition/development | | 13,558 | | 1 | % | 13,625 | | 1 | % | — | | — | | — | | — | |
Unimproved land | | 12,157 | | — | | 14,254 | | 1 | % | 449 | | — | | 132 | | — | |
Other | | 198,450 | | 8 | % | 210,937 | | 8 | % | 16,271 | | 3 | % | 15,142 | | 3 | % |
Total commercial real estate mortgage | | 2,013,133 | | 81 | % | 1,990,609 | | 81 | % | 229,583 | | 48 | % | 273,465 | | 51 | % |
| | | | | | | | | | | | | | | | | |
Residential real estate mortgage: | | | | | | | | | | | | | | | | | |
Multi-family | | 245,435 | | 10 | % | 254,165 | | 10 | % | 137,862 | | 29 | % | 148,855 | | 27 | % |
Single family owner-occupied | | 154,008 | | 6 | % | 171,801 | | 7 | % | 66,432 | | 14 | % | 74,187 | | 14 | % |
Single family nonowner-occupied | | 15,449 | | 1 | % | 8,588 | | — | | 17,889 | | 4 | % | 15,889 | | 3 | % |
HELOCs | | 55,800 | | 2 | % | 59,866 | | 2 | % | 25,029 | | 5 | % | 24,842 | | 5 | % |
Mixed use | | 10,283 | | — | | 10,335 | | — | | 478 | | — | | — | | — | |
Total residential real estate mortgage | | 480,975 | | 19 | % | 504,755 | | 19 | % | 247,690 | | 52 | % | 263,773 | | 49 | % |
| | | | | | | | | | | | | | | | | |
Total gross real estate mortgage loans | | $ | 2,494,108 | | 100 | % | $ | 2,495,364 | | 100 | % | $ | 477,273 | | 100 | % | $ | 537,238 | | 100 | % |
28
PACWEST BANCORP AND SUBSIDIARIES
ALLOWANCE FOR LOAN AND LEASE LOSSES,
ALLOWANCE FOR CREDIT LOSSES, NONPERFORMING
ASSETS AND CREDIT QUALITY RATIOS
(Unaudited)
| | September 30, | | June 30, | | December 31, | |
| | 2013 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Allowance for loan and lease losses: | | | | | | | |
Non-PCI loans | | $ | 60,551 | | $ | 63,246 | | $ | 65,899 | |
PCI loans | | 23,235 | | 27,397 | | 26,069 | |
Total allowance for loan and lease losses | | $ | 83,786 | | $ | 90,643 | | $ | 91,968 | |
| | | | | | | |
Allowance for loan and lease losses on non-PCI loans | | $ | 60,551 | | $ | 63,246 | | $ | 65,899 | |
Reserve for unfunded loan commitments on non-PCI loans | | 7,250 | | 6,680 | | 6,220 | |
Total allowance for credit losses on non-PCI loans | | 67,801 | | 69,926 | | 72,119 | |
Allowance for loan losses on PCI loans | | 23,235 | | 27,397 | | 26,069 | |
Total allowance for credit losses | | $ | 91,036 | | $ | 97,323 | | $ | 98,188 | |
| | | | | | | |
Nonaccrual loans and leases (1) | | $ | 50,845 | | $ | 51,689 | | $ | 41,762 | |
Other real estate owned | | 55,972 | | 64,546 | | 56,414 | |
Total nonperforming assets | | $ | 106,817 | | $ | 116,235 | | $ | 98,176 | |
| | | | | | | |
Performing restructured loans (1) | | $ | 80,237 | | $ | 83,543 | | $ | 106,288 | |
| | | | | | | |
Nonaccrual loans and leases (excluding PCI loans): | | | | | | | |
Non-covered | | $ | 44,821 | | $ | 46,189 | | $ | 39,284 | |
Covered | | 6,024 | | 5,500 | | 2,478 | |
Total nonaccrual loans and leases (excludes PCI loans) | | $ | 50,845 | | $ | 51,689 | | $ | 41,762 | |
| | | | | | | |
Non-PCI Credit Quality Ratios: | | | | | | | |
Allowance for credit losses to loans and leases | | 1.72 | % | 1.78 | % | 2.35 | % |
Allowance for credit losses to nonaccrual loans and leases | | 133.3 | % | 135.3 | % | 172.7 | % |
Nonperforming assets to loans and leases and other real estate owned | | 2.67 | % | 2.91 | % | 3.14 | % |
Nonperforming assets to total assets | | 1.61 | % | 1.73 | % | 1.80 | % |
Nonaccrual loans and leases to loans and leases | | 1.29 | % | 1.32 | % | 1.36 | % |
(1) Applies only to non-PCI loans and leases.
29
PACWEST BANCORP AND SUBSIDIARIES
ALLOWANCE FOR LOAN AND LEASE LOSSES ROLLFORWARD
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
| | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Allowance for loan losses on non-PCI loans and leases, beginning of period | | $ | 63,246 | | $ | 65,216 | | $ | 72,061 | | $ | 65,899 | | $ | 85,313 | |
Loans and leases charged-off: | | | | | | | | | | | |
Real estate mortgage | | (281 | ) | (3,237 | ) | (1,118 | ) | (3,840 | ) | (5,891 | ) |
Real estate construction | | — | | — | | (492 | ) | — | | (492 | ) |
Commercial | | (2,439 | ) | (1,370 | ) | (492 | ) | (4,517 | ) | (2,715 | ) |
Leases | | — | | — | | — | | (114 | ) | — | |
Consumer | | (75 | ) | (27 | ) | (25 | ) | (111 | ) | (258 | ) |
Total loans and leases charged off | | (2,795 | ) | (4,634 | ) | (2,127 | ) | (8,582 | ) | (9,356 | ) |
Recoveries on loans charged-off: | | | | | | | | | | | |
Real estate mortgage | | 152 | | 1,336 | | 845 | | 1,665 | | 1,217 | |
Real estate construction | | 179 | | 12 | | 11 | | 514 | | 35 | |
Commercial | | 321 | | 1,297 | | 218 | | 2,025 | | 1,232 | |
Consumer | | 15 | | 19 | | 32 | | 57 | | 79 | |
Foreign | | 3 | | — | | 2 | | 3 | | 22 | |
Total recoveries on loans charged off | | 670 | | 2,664 | | 1,108 | | 4,264 | | 2,585 | |
Net charge-offs | | (2,125 | ) | (1,970 | ) | (1,019 | ) | (4,318 | ) | (6,771 | ) |
Provision (negative provision) for loan and lease losses | | (570 | ) | — | | (1,900 | ) | (1,030 | ) | (9,400 | ) |
Allowance for loan losses on non-PCI loans and leases, end of period | | $ | 60,551 | | $ | 63,246 | | $ | 69,142 | | $ | 60,551 | | $ | 69,142 | |
| | | | | | | | | | | |
Annualized net charge-offs to average non-PCI loans and leases | | 0.22 | % | 0.24 | % | 0.13 | % | 0.17 | % | 0.31 | % |
| | | | | | | | | | | |
Allowance for loan losses on PCI loans, beginning of period | | $ | 27,397 | | $ | 29,303 | | $ | 31,463 | | $ | 26,069 | | $ | 31,275 | |
Provision (negative provision) for credit losses | | (4,167 | ) | (1,842 | ) | (141 | ) | (2,872 | ) | 3,514 | |
Net (charge-offs) recoveries | | 5 | | (64 | ) | (618 | ) | 38 | | (4,085 | ) |
Allowance for loan losses on PCI loans, end of period | | $ | 23,235 | | $ | 27,397 | | $ | 30,704 | | $ | 23,235 | | $ | 30,704 | |
| | | | | | | | | | | |
Components of Provision (Negative Provision) for Credit Losses | | | | | | | | | | | |
Non-PCI loans and leases: | | | | | | | | | | | |
Allowance for loan and lease losses | | $ | (570 | ) | $ | — | | $ | (1,900 | ) | $ | (1,030 | ) | $ | (9,400 | ) |
Reserve for unfunded commitments | | 570 | | — | | (100 | ) | 1,030 | | (2,600 | ) |
Allowance for loan losses on PCI loans | | (4,167 | ) | (1,842 | ) | (141 | ) | (2,872 | ) | 3,514 | |
Total provision (negative provision) for credit losses | | $ | (4,167 | ) | $ | (1,842 | ) | $ | (2,141 | ) | $ | (2,872 | ) | $ | (8,486 | ) |
30
PACWEST BANCORP AND SUBSIDIARIES
DEPOSITS
(Unaudited)
| | September 30, | | June 30, | | December 31, | |
Deposit Category | | 2013 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Noninterest-bearing demand deposits | | $ | 2,328,688 | | $ | 2,291,246 | | $ | 1,939,212 | |
Interest checking deposits | | 617,965 | | 610,328 | | 513,389 | |
Money market deposits | | 1,544,686 | | 1,586,547 | | 1,282,513 | |
Savings deposits | | 218,284 | | 212,766 | | 153,680 | |
Total core deposits | | 4,709,623 | | 4,700,887 | | 3,888,794 | |
Time deposits under $100,000 | | 241,582 | | 269,481 | | 274,622 | |
Time deposits of $100,000 and over | | 481,939 | | 552,632 | | 545,705 | |
Total time deposits | | 723,521 | | 822,113 | | 820,327 | |
Total deposits | | $ | 5,433,144 | | $ | 5,523,000 | | $ | 4,709,121 | |
| | | | | | | |
Noninterest-bearing demand deposits as a percentage of total deposits | | 43 | % | 41 | % | 41 | % |
Core deposits as a percentage of total deposits | | 87 | % | 85 | % | 83 | % |
PACWEST BANCORP AND SUBSIDIARIES
TIME DEPOSITS
(Unaudited)
| | September 30, 2013 | |
| | Time | | Time | | | | | |
| | Deposits | | Deposits | | Total | | | |
| | Under | | $100,000 | | Time | | | |
Maturity | | $100,000 | | or More | | Deposits | | Rate | |
| | (Dollars in thousands) | |
Due in three months or less | | $ | 65,144 | | $ | 142,023 | | $ | 207,167 | | 0.43 | % |
Due in over three months through six months | | 51,330 | | 103,548 | | 154,878 | | 0.61 | % |
Due in over six months through twelve months | | 70,323 | | 128,760 | | 199,083 | | 0.61 | % |
Due in over 12 months through 24 months | | 23,295 | | 50,892 | | 74,187 | | 0.81 | % |
Due in over 24 months | | 31,490 | | 56,716 | | 88,206 | | 0.87 | % |
Total | | $ | 241,582 | | $ | 481,939 | | $ | 723,521 | | 0.61 | % |
31
PACWEST BANCORP AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATIONS
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
Adjusted Earnings From Continuing | | September 30, | | June 30, | | September 30, | | September 30, | |
Operations Before Income Taxes | | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (In thousands) | |
Earnings from continuing operations before income taxes | | $ | 35,383 | | $ | 6,302 | | $ | 26,937 | | $ | 62,898 | | $ | 61,028 | |
Plus: Provision (negative provision) for credit losses | | (4,167 | ) | (1,842 | ) | (2,141 | ) | (2,872 | ) | (8,486 | ) |
Non-covered OREO expense, net | | (88 | ) | 80 | | 1,883 | | 305 | | 3,834 | |
Covered OREO (income) expense, net | | (332 | ) | (94 | ) | 4,290 | | (1,239 | ) | 7,242 | |
Other-than-temporary impairment loss on covered security | | — | | — | | — | | — | | 1,115 | |
Acquisition and integration costs | | 5,450 | | 17,997 | | 2,101 | | 24,139 | | 2,997 | |
Debt termination expense | | — | | — | | — | | — | | 22,598 | |
Less: FDIC loss sharing income (expense), net | | (7,032 | ) | (5,410 | ) | (367 | ) | (15,579 | ) | (4,048 | ) |
Gain on sale of securities | | — | | — | | — | | 409 | | — | |
Acquisition-related securities gain | | 5,222 | | — | | — | | 5,222 | | — | |
Adjusted earnings from continuing operations before income taxes | | $ | 38,056 | | $ | 27,853 | | $ | 33,437 | | $ | 93,179 | | $ | 94,376 | |
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
Adjusted Efficiency Ratio | | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
Noninterest expense | | $ | 56,200 | | $ | 64,216 | | $ | 51,657 | | $ | 164,599 | | $ | 168,137 | |
Less: Non-covered OREO expense, net | | (88 | ) | 80 | | 1,883 | | 305 | | 3,834 | |
Covered OREO (income) expense, net | | (332 | ) | (94 | ) | 4,290 | | (1,239 | ) | 7,242 | |
Acquisition and integration costs | | 5,450 | | 17,997 | | 2,101 | | 24,139 | | 2,997 | |
Debt termination expense | | — | | — | | — | | — | | 22,598 | |
Adjusted noninterest expense | | $ | 51,170 | | $ | 46,233 | | $ | 43,383 | | $ | 141,394 | | $ | 131,466 | |
| | | | | | | | | | | |
Net interest income | | $ | 82,289 | | $ | 68,473 | | $ | 70,771 | | $ | 216,455 | | $ | 206,864 | |
Noninterest income | | 5,127 | | 203 | | 5,682 | | 8,170 | | 13,815 | |
Net revenues | | 87,416 | | 68,676 | | 76,453 | | 224,625 | | 220,679 | |
Less: FDIC loss sharing income (expense), net | | (7,032 | ) | (5,410 | ) | (367 | ) | (15,579 | ) | (4,048 | ) |
Gain on sale of securities | | — | | — | | — | | 409 | | — | |
Acquisition-related securities gain | | 5,222 | | — | | — | | 5,222 | | — | |
Other-than-temporary impairment loss on covered security | | — | | — | | — | | — | | (1,115 | ) |
Adjusted net revenues | | $ | 89,226 | | $ | 74,086 | | $ | 76,820 | | $ | 234,573 | | $ | 225,842 | |
| | | | | | | | | | | |
Base efficiency ratio (1) | | 64.3 | % | 93.5 | % | 67.6 | % | 73.3 | % | 76.2 | % |
Adjusted efficiency ratio (2) | | 57.3 | % | 62.4 | % | 56.5 | % | 60.3 | % | 58.2 | % |
(1) Noninterest expense divided by net revenues.
(2) Adjusted noninterest expense divided by adjusted net revenues.
32
PACWEST BANCORP AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATIONS
(Unaudited)
Adjusted Allowance for Credit Losses to | | September 30, | |
Loans and Leases��(Excludes PCI Loans) | | 2013 | |
| | (Dollars in thousands) | |
| | | |
Allowance for credit losses | | $ | 67,801 | |
Less: Allowance related to acquired loans and leases | | 691 | |
Adjusted allowance for credit losses | | $ | 67,110 | |
| | | |
Gross loans and leases | | $ | 3,951,555 | |
Less: Carrying value of acquired Non-PCI loans and leases | | 1,186,252 | |
Adjusted loans and leases | | $ | 2,765,303 | |
| | | |
Allowance for credit losses to loans and leases (1) | | 1.72 | % |
Adjusted allowance for credit losses to loans and leases (2) | | 2.43 | % |
(1) Allowance for credit losses divided by gross loans and leases.
(2) Adjusted allowance for credit losses divided by adjusted loans and leases.
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
Return on Average Tangible Equity | | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
PacWest Bancorp Consolidated: | | | | | | | | | | | |
Net earnings | | $ | 24,163 | | $ | 4,349 | | $ | 16,088 | | $ | 42,006 | | $ | 36,909 | |
| | | | | | | | | | | |
Average stockholders’ equity | | $ | 797,725 | | $ | 666,425 | | $ | 573,609 | | $ | 685,216 | | $ | 561,237 | |
Less: Average intangible assets | | 228,947 | | 129,863 | | 88,258 | | 151,360 | | 81,168 | |
Average tangible common equity | | $ | 568,778 | | $ | 536,562 | | $ | 485,351 | | $ | 533,856 | | $ | 480,069 | |
| | | | | | | | | | | |
Annualized return on average equity (1) | | 12.02 | % | 2.62 | % | 11.16 | % | 8.20 | % | 8.78 | % |
Annualized return on average tangible equity (2) | | 16.85 | % | 3.25 | % | 13.19 | % | 10.52 | % | 10.27 | % |
(1) Annualized net earnings divided by average stockholders’ equity.
(2) Annualized net earnings divided by average tangible common equity.
33
PACWEST BANCORP AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATIONS
(Unaudited)
| | September 30, | | June 30, | | December 31, | |
Tangible Common Equity | | 2013 | | 2013 | | 2012 | |
| | (Dollars in thousands) | |
PacWest Bancorp Consolidated: | | | | | | | |
Stockholders’ equity | | $ | 816,289 | | $ | 801,699 | | $ | 589,121 | |
Less: Intangible assets | | 234,540 | | 229,380 | | 94,589 | |
Tangible common equity | | $ | 581,749 | | $ | 572,319 | | $ | 494,532 | |
| | | | | | | |
Total assets | | $ | 6,616,855 | | $ | 6,709,102 | | $ | 5,463,658 | |
Less: Intangible assets | | 234,540 | | 229,380 | | 94,589 | |
Tangible assets | | $ | 6,382,315 | | $ | 6,479,722 | | $ | 5,369,069 | |
| | | | | | | |
Equity to assets ratio | | 12.34 | % | 11.95 | % | 10.78 | % |
Tangible common equity ratio (1) | | 9.12 | % | 8.83 | % | 9.21 | % |
| | | | | | | |
Book value per share | | $ | 17.71 | | $ | 17.40 | | $ | 15.74 | |
Tangible book value per share (2) | | $ | 12.62 | | $ | 12.42 | | $ | 13.22 | |
Shares outstanding | | 46,090,742 | | 46,080,731 | | 37,420,909 | |
| | | | | | | |
Pacific Western Bank: | | | | | | | |
Stockholders’ equity | | $ | 906,029 | | $ | 890,477 | | $ | 649,656 | |
Less: Intangible assets | | 234,540 | | 229,380 | | 94,589 | |
Tangible common equity | | $ | 671,489 | | $ | 661,097 | | $ | 555,067 | |
| | | | | | | |
Total assets | | $ | 6,607,926 | | $ | 6,699,832 | | $ | 5,443,484 | |
Less: Intangible assets | | 234,540 | | 229,380 | | 94,589 | |
Tangible assets | | $ | 6,373,386 | | $ | 6,470,452 | | $ | 5,348,895 | |
| | | | | | | |
Equity to assets ratio | | 13.71 | % | 13.29 | % | 11.93 | % |
Tangible common equity ratio (1) | | 10.54 | % | 10.22 | % | 10.38 | % |
(1) Tangible common equity divided by tangible assets.
(2) Tangible common equity divided by shares outstanding.
34
PACWEST BANCORP AND SUBSIDIARIES
EARNINGS PER SHARE CALCULATIONS
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | June 30, | | September 30, | | September 30, | |
| | 2013 | | 2013 | | 2012 | | 2013 | | 2012 | |
| | (In thousands, except per share data) | |
Basic Earnings Per Share: | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 24,140 | | $ | 4,396 | | $ | 16,088 | | $ | 42,030 | | $ | 36,909 | |
Less: earnings allocated to unvested restricted stock (1) | | (786 | ) | (212 | ) | (574 | ) | (1,137 | ) | (1,170 | ) |
Net earnings from continuing operations allocated to common shares | | 23,354 | | 4,184 | | 15,514 | | 40,893 | | 35,739 | |
Net earnings from discontinued operations | | 23 | | (47 | ) | — | | (24 | ) | — | |
Net earnings allocated to common shares | | $ | 23,377 | | $ | 4,137 | | $ | 15,514 | | $ | 40,869 | | $ | 35,739 | |
| | | | | | | | | | | |
Weighted-average basic shares and unvested restricted stock outstanding | | 46,091 | | 40,339 | | 37,413 | | 41,306 | | 37,353 | |
Less: weighted-average unvested restricted stock outstanding | | (1,795 | ) | (1,597 | ) | (1,713 | ) | (1,663 | ) | (1,679 | ) |
Weighted-average basic shares outstanding | | 44,296 | | 38,742 | | 35,700 | | 39,643 | | 35,674 | |
| | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
Net earnings from discontinued operations | | — | | — | | — | | — | | — | |
Net earnings | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
| | | | | | | | | | | |
Diluted Earnings Per Share: | | | | | | | | | | | |
Net earnings from continuing operations allocated to common shares | | $ | 23,354 | | $ | 4,184 | | $ | 15,514 | | $ | 40,893 | | $ | 35,739 | |
Net earnings from discontinued operations | | 23 | | (47 | ) | — | | (24 | ) | — | |
Net earnings allocated to common shares | | $ | 23,377 | | $ | 4,137 | | $ | 15,514 | | $ | 40,869 | | $ | 35,739 | |
| | | | | | | | | | | |
Weighted-average basic shares outstanding | | 44,296 | | 38,742 | | 35,700 | | 39,643 | | 35,674 | |
| | | | | | | | | | | |
Diluted earnings per share: | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
Net earnings from discontinued operations | | — | | — | | — | | — | | — | |
Net earnings | | $ | 0.53 | | $ | 0.11 | | $ | 0.43 | | $ | 1.03 | | $ | 1.00 | |
(1) Represents cash dividends paid to holders of unvested restricted stock, net of estimated forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.
Contact information:
Matt Wagner, Chief Executive Officer, (310) 728-1020
Vic Santoro, Executive Vice President and CFO, (310) 728-1021
35