UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 20, 2013
WILSHIRE BANCORP, INC.
(Exact name of registrant as specified in its charter)
California | | 000-50923 | | 20-0711133 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3200 Wilshire Boulevard, Los Angeles,
California 90010
(Address of principal executive offices) (Zip Code)
(213) 387-3200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: This Amendment on Form 8-K/A amends the Current Report on Form 8-K (the “Original 8-K”) filed by Wilshire Bancorp, Inc. (the “Company”) on November 20, 2013, reporting under Item 2.01 the completion of its previously announced merger (the “Merger”) with Saehan Bancorp (“Saehan”), pursuant to an Agreement and Plan of Merger and Reorganization, dated as of July 15, 2013 between the Company, WS Merger Acquisition Corp., a wholly-owned subsidiary of the Company, and Saehan. Under Item 9.01 of the Original 8-K, the Company stated that (a) the financial statements of the business acquired will be filed by amendment no later than 71 days following the date of the Original 8-K, and (b) pro forma financial information will be filed by amendment to this Report no later than 71 days following the date of the Original 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) The audited consolidated financial statements of Saehan for the fiscal years ended December 31, 2012 and December 31, 2011 are incorporated herein by reference to the Registration Statement on Form S-4 (No. 333-190971) filed with the U.S. Securities and Exchange Commission on September 3, 2013.
Unaudited selected financial information for Saehan as of and for the nine months ended September 30, 2013 and September 30, 2012 are filed as Exhibit 99.1 to this Form 8-K/A.
(b) The following unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to the acquisitions of BankAsiana and Saehan. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Wilshire, BankAsiana and Saehan as of September 30, 2013, and assumes that the proposed BankAsiana and Saehan acquisitions were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations for the nine month period ended September 30, 2013 give effect to the completed acquisitions of BankAsiana and Saehan, as if all such transactions had been completed as of January 1, 2013.
The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The unaudited pro forma combined condensed consolidated financial information also does not consider any potential impacts of current market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors.
SELECTED HISTORICAL FINANCIAL DATA OF SAEHAN
The following table presents selected historical financial information, including share and per share information as described below. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the entire year.
(In thousands of dollars except share and per share data)
| | As of and For the Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2013 | | 2012 | |
Income Statement: | | | | | |
Interest income | | $ | 15,782 | | $ | 16,278 | |
Interest expense | | 3,317 | | 4,827 | |
Net interest income before provision for credit losses | | 12,465 | | 11,451 | |
Provision for credit losses | | - | | - | |
Noninterest income | | 4,233 | | 5,519 | |
Noninterest expense | | 15,738 | | 16,813 | |
Income before provision for income taxes | | 960 | | 157 | |
Provision for income taxes | | 6 | | 1 | |
Net income | | 954 | | 156 | |
| | | | | |
Share Data: | | | | | |
Earnings per share: | | | | | |
Basic | | $ | 0.004 | | $ | 0.000 | |
Diluted | | $ | 0.004 | | $ | 0.000 | |
Weighted average common shares outstanding: | | | | | |
Basic | | 237,197,874 | | 237,197,874 | |
Diluted | | 237,220,491 | | 237,221,149 | |
| | | | | |
Balance Sheet: | | | | | |
Total assets | | $ | 592,617 | | $ | 618,976 | |
Investment securities | | 38,128 | | 40,106 | |
Loans, net | | 406,703 | | 349,714 | |
Total deposits | | 507,719 | | 536,775 | |
Total shareholders’ equity | | 58,645 | | 58,441 | |
| | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2013 | | 2012 | |
Performance Ratios: | | | | | |
Return on average equity1 | | 2.18% | | 0.36% | |
Return on average assets2 | | 0.22% | | 0.03% | |
Net interest spread3 | | 2.03% | | 1.73% | |
Net interest margin4 | | 3.00% | | 2.57% | |
Efficiency ratio5 | | 94.32% | | 99.64% | |
Net loans to total deposits at period end | | 82.33% | | 67.66% | |
Dividend payout ratio | | 0.00% | | 0.00% | |
| | | | | |
Capital Ratios: | | | | | |
Tier I capital to adjusted total assets | | 13.68% | | 12.62% | |
Tier I capital to total risk-weighted assets | | 18.27% | | 19.99% | |
Total capital to total risk-weighted assets | | 19.60% | | 21.41% | |
| | | | | |
Asset Quality Ratios: | | | | | |
Nonperforming loans to total loans6 | | 1.56% | | 2.28% | |
Nonperforming assets to total loans and other real estate owned7 | | 2.93% | | 2.78% | |
Net charge-offs to average total loans | | 0.41% | | 1.16% | |
Allowance for loan losses to total loans at period end | | 2.94% | | 3.85% | |
Allowance for loan losses to nonperforming loans | | 187.39% | | 168.22% | |
1 Annualized net income divided by average shareholders’ equity.
2 Annualized net income divided by average total assets.
3 Represents the annualized weighted average yield on interest-earning assets less the annualized weighted average cost of interest-bearing liabilities.
4 Represents annualized net interest income as a percentage of average interest-earning assets.
5 Represents the ratio of noninterest expense to the sum of net interest income before provision for credit losses and total noninterest income excluding securities gains and losses.
6 Nonperforming loans consist of nonaccrual loans, accruing loans past due 90 days or more and restructured loans.
7 Nonperforming assets consist of nonperforming loans (see footnote 6 above) and other real estate owned.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Unaudited pro forma combined condensed consolidated statement of financial condition
as of September 30, 2013
(In thousands of dollars)
| | | | | | | | | | | | | | | | Pro Forma | |
| | | | BankAsiana Merger | | | Pro Forma | | Saehan Merger | | | Combined | |
| | | | | | Pro Forma | | | Combined | | | | Pro Forma | | | Wilshire, | |
| | Wilshire | | BankAsiana | | Merger | | | Wilshire & | | Saehan | | Merger | | | BankAsiana, | |
| | Historical | | Historical | | Adjustments | | | BankAsiana | | Historical | | Adjustments | | | & Saehan | |
Assets: | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 92,896 | | $ | 9,200 | | $ | (37,775) | | a | $ | 64,321 | | $ | 14,243 | | $ | (50,407) | | n | $ | 28,157 | |
Interest-bearing deposits, fed funds sold & CDs | | 55,005 | | 7,530 | | - | | | 62,535 | | 117,909 | | - | | | 180,444 | |
Securities available for sale | | 325,724 | | 9,814 | | 14 | | b | 335,552 | | 38,128 | | - | | | 373,680 | |
Federal Home Loan Bank stock, at cost | | 13,280 | | 672 | | - | | | 13,952 | | 2,326 | | - | | | 16,278 | |
Loans held for sale | | 56,065 | | - | | - | | | 56,065 | | 976 | | - | | | 57,041 | |
Loans held for investment | | 2,196,085 | | 176,635 | | (8,050) | | c | 2,364,670 | | 418,005 | | (25,919) | | o | 2,756,756 | |
Less: Allowance for loan losses | | (52,397) | | (3,577) | | 3,577 | | d | (52,397) | | (12,278) | | 12,278 | | p | (52,397) | |
Net Loans | | 2,199,753 | | 173,058 | | (4,473) | | | 2,368,338 | | 406,703 | | (13,641) | | | 2,761,400 | |
Servicing rights, net | | 11,573 | | 815 | | 363 | | e | 12,751 | | 1,972 | | 812 | | q | 15,535 | |
Real estate owned, net | | 748 | | - | | - | | | 748 | | 5,883 | | - | | | 6,631 | |
Premises and equipment, net | | 11,531 | | 984 | | - | | | 12,515 | | 1,579 | | - | | | 14,094 | |
Bank owned life insurance investment | | 22,372 | | - | | - | | | 22,372 | | - | | - | | | 22,372 | |
Deferred income tax asset, net | | 19,823 | | 1,275 | | 2,974 | | f | 24,072 | | - | | 9,414 | | r | 33,486 | |
Goodwill | | 6,675 | | - | | 9,491 | | g | 16,166 | | - | | 53,209 | | s | 69,375 | |
Other identifiable intangibles | | 827 | | - | | 725 | | h | 1,552 | | - | | 3,845 | | t | 5,397 | |
Accrued interest receivable and other assets | | 72,308 | | 1,140 | | (4) | | i | 73,444 | | 3,874 | | (4,013) | | u | 73,305 | |
Total assets | | $ | 2,832,515 | | $ | 204,488 | | $ | (28,685) | | | $ | 3,008,318 | | $ | 592,617 | | $ | (781) | | | $ | 3,600,154 | |
| | | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | | | | |
Noninterest-bearing | | $ | 655,864 | | $ | 40,364 | | $ | - | | | $ | 696,228 | | $ | 166,988 | | $ | - | | | $ | 863,216 | |
Interest-bearing | | 26,044 | | 1,220 | | - | | | 27,264 | | - | | - | | | 27,264 | |
Money market accounts | | 580,833 | | 36,546 | | - | | | 617,379 | | 180,195 | | - | | | 797,574 | |
Savings accounts | | 101,791 | | 2,805 | | - | | | 104,596 | | 6,405 | | - | | | 111,001 | |
Certificates of deposits | | 889,085 | | 81,524 | | 669 | | j | 971,278 | | 154,131 | | 645 | | v | 1,126,054 | |
Total deposits | | 2,253,617 | | 162,459 | | 669 | | | 2,416,745 | | 507,719 | | 645 | | | 2,925,109 | |
Federal Home Loan Bank (FHLB) advances | | 120,000 | | 10,000 | | 357 | | k | 130,357 | | - | | - | | | 130,357 | |
Notes Payable, net | | 61,857 | | - | | - | | | 61,857 | | 20,619 | | (10,945) | | w | 71,531 | |
Reserve for loss reimbursements on sold loans | | - | | - | | - | | | - | | - | | - | | | - | |
Accrued expenses and other liabilities | | 32,725 | | 2,263 | | 55 | | l | 35,043 | | 5,634 | | 384 | | x | 41,061 | |
Total liabilities | | 2,468,199 | | 174,722 | | 1,081 | | | 2,644,002 | | 533,972 | | (9,916) | | | 3,168,058 | |
Stockholders’ equity | | 364,316 | | 29,766 | | (29,766) | | m | 364,316 | | 58,645 | | 9,135 | | y | 432,096 | |
Total liabilities and stockholders’ equity | | $ | 2,832,515 | | $ | 204,488 | | $ | (28,685) | | | $ | 3,008,318 | | $ | 592,617 | | $ | (781) | | | $ | 3,600,154 | |
Unaudited pro forma combined condensed consolidated statement of operations
For the nine month period ended September 30, 2013
(In thousands of dollars except share and per share data)
| | | | | | | | | | | | | | | | Pro Forma | |
| | | | BankAsiana Merger | | | Pro Forma | | Saehan Merger | | | Combined | |
| | | | | | Pro Forma | | | Combined | | | | Pro Forma | | | Wilshire, | |
| | Wilshire | | BankAsiana | | Merger | | | Wilshire & | | Saehan | | Merger | | | BankAsiana, | |
| | Historical | | Historical | | Adjustments | | | BankAsiana | | Historical | | Adjustments | | | & Saehan | |
Interest income: | | | | | | | | | | | | | | | | | |
Loans, including fees | | $ | 81,768 | | $ | 7,516 | | $ | 1,790 | | a | $ | 91,074 | | $ | 14,914 | | $ | 4,775 | | j | $ | 110,763 | |
Securities and other | | 5,784 | | 142 | | (3) | | b | 5,923 | | 868 | | - | | | 6,791 | |
Total interest income | | 87,552 | | 7,658 | | 1,787 | | | 96,997 | | 15,782 | | 4,775 | | | 117,554 | |
| | | | | | | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | | |
Deposits | | 8,522 | | 1,015 | | (376) | | c | 9,161 | | 2,945 | | (866 | ) | k | 11,240 | |
Borrowings | | 1,028 | | 163 | | (97) | | d | 1,094 | | 372 | | 165 | | l | 1,631 | |
Total interest expense | | 9,550 | | 1,178 | | (473) | | | 10,255 | | 3,317 | | (701) | | | 12,871 | |
| | | | | | | | | | | | | | | | | |
Net interest income before provision for loan losses | | 78,002 | | 6,480 | | 2,260 | | | 86,742 | | 12,465 | | 5,476 | | | 104,683 | |
Provision for loan losses | | - | | (492) | | - | | | (492) | | - | | - | | | (492) | |
Net interest income after provision for loan losses | | 78,002 | | 5,988 | | 2,260 | | | 86,250 | | 12,465 | | 5,476 | | | 104,191 | |
| | | | | | | | | | | | | | | | | |
Non-interest income: | | | | | | | | | | | | | | | | | |
Customer service charges, fee and other | | 8,410 | | 259 | | - | | | 8,669 | | 1,420 | | - | | | 10,089 | |
Loan servicing, net | | 3,866 | | 51 | | - | | | 3,917 | | 513 | | - | | | 4,430 | |
Net gain on sale of loans and securities | | 9,450 | | 1,263 | | - | | | 10,713 | | 1,413 | | - | | | 12,126 | |
Other | | 3,143 | | 192 | | - | | | 3,335 | | 887 | | - | | | 4,222 | |
Total non-interest income | | 24,869 | | 1,765 | | - | | | 26,634 | | 4,233 | | - | | | 30,867 | |
| | | | | | | | | | | | | | | | | |
Non-interest expense | | | | | | | | | | | | | | | | | |
Salaries and benefits | | 27,183 | | 2,418 | | - | | | 29,601 | | 8,352 | | - | | | 37,953 | |
Occupancy and equipment expense | | 6,139 | | 890 | | - | | | 7,029 | | 2,927 | | - | | | 9,956 | |
OREO expense | | (157) | | - | | - | | | (157) | | 88 | | - | | | (69) | |
Amortization of core deposit intangibles | | 210 | | - | | 42 | | e | 252 | | - | | 575 | | m | 827 | |
Other | | 18,828 | | 2,108 | | (787) | | f | 20,149 | | 4,371 | | (925) | | n | 23,595 | |
Total non-interest expense | | 52,203 | | 5,416 | | (745) | | | 56,874 | | 15,738 | | (350) | | | 72,262 | |
| | | | | | | | | | | | | | | | | |
Income before income taxes | | 50,668 | | 2,337 | | 3,005 | | | 56,010 | | 960 | | 5,826 | | | 62,796 | |
Income tax expense | | 16,206 | | 1,007 | | 990 | | g | 18,203 | | 6 | | 1,919 | | o | 20,128 | |
Net income | | 34,462 | | 1,330 | | 2,015 | | | 37,807 | | 954 | | 3,907 | | | 42,668 | |
| | | | | | | | | | | | | | | | | |
Preferred stock dividends and discount accretion | | - | | 92 | | (92) | | h | - | | - | | - | | | - | |
Net income available to common shareholders | | $ | 34,462 | | $ | 1,238 | | $ | 2,107 | | | $ | 37,807 | | $ | 954 | | $ | 3,907 | | | $ | 42,668 | |
| | | | | | | | | | | | | | | | | |
Basic earnings per share | | $ | 0.49 | | $ | 0.56 | | | | | $ | 0.53 | | $ | 0.00 | | | | | $ | 0.55 | |
Diluted earnings per share | | $ | 0.48 | | $ | 0.50 | | | | | $ | 0.53 | | $ | 0.00 | | | | | $ | 0.54 | |
| | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | 70,992,117 | | 2,200,000 | | (2,200,000) | | i | 70,992,117 | | 237,197,874 | | (229,987,210) | | p | 78,202,781 | |
Weighted average common shares outstanding - diluted | | 71,193,058 | | 2,476,500 | | (2,476,500) | | i | 71,193,058 | | 237,220,491 | | (230,009,827) | | p | 78,403,722 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
BASIS OF PRESENTATION
The unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical financial condition and results of operations of Wilshire resulting from the BankAsiana acquisition and Saehan acquisition under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of BankAsiana and Saehan were recorded by Wilshire at their respective fair values as of the date each transaction is completed. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Wilshire, BankAsiana and Saehan as of September 30, 2013, and assumes that the BankAsiana and Saehan mergers were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations for the nine month period ended September 30, 2013 and gives effect to the pending BankAsiana and Saehan mergers as if both transactions had been completed on January 1, 2013.
Since the transactions are recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for credit losses is carried over to Wilshire’s balance sheet. In addition, certain nonrecurring costs associated with the pending BankAsiana and Saehan mergers such as potential severance, professional fees, legal fees and conversion-related expenditures are expensed as incurred and not reflected in the unaudited pro forma combined condensed consolidated statements of operations.
Wilshire expects to realize cost savings from the pending Saehan and BankAsiana mergers. These cost savings are not reflected in the unaudited pro forma combined condensed consolidated financial information and there can be no assurance they will be achieved in the amount, manner or timing currently contemplated.
The following are notes to the Proforma Adjustments to the Balance Sheet:
a) | Adjustment for cash and cash equivalents | | |
| To reflect use of cash to purchase BankAsiana | | $ | (32,525) |
| To reflect use of cash to redeem BankAsiana’s CDCI preferred equity | | (5,250) |
| Total cash outflow | | $ | (37,775) |
| | | |
b) | Adjustment to securities | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. | | $ | 14 |
| | | |
c) | Adjustment to loans, net of unearned income | | |
| To reflect estimated fair value at merger date, calculated as a 4.6% discount to the BankAsiana loan balance. The adjustment to loans is related to credit, interest rates and other factors in the acquired loan portfolio. | | $ | (8,050) |
| In accordance with GAAP, subsequent to the effective date of the merger, Wilshire will record the fair value difference pertaining to the market rate differential into interest income over the remaining term of the loan portfolio. | | |
| | | |
d) | Adjustment to allowance for loan and lease losses | | |
| Since the acquired BankAsiana loans are recorded at fair value at the acquisition date, there is no carryover of the seller’s allowance for loan losses. | | $ | 3,577 |
| | | |
e) | Adjustment to servicing rights, net | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. | | $ | 363 |
| | | |
f) | Adjustment to deferred income tax asset, net | | |
| To reflect tax effect on book fair value adjustments at merger date. This adjustment will turn as book fair value adjustments are accreted/amortized into income. | | $ | 2,974 |
| | | |
g) | Adjustment to goodwill | | |
| Represents the recognition of goodwill resulting from the difference between the net fair value of the acquired assets and assumed liabilities and the value of the consideration paid to BankAsiana shareholders. The excess of the value of the consideration paid over the fair value of net assets acquired was recorded as goodwill and can be summarized as follows : | | |
| | | |
| Cash consideration to BankAsiana shareholders and option holders | | $ | 32,525 |
| Carrying value of BankAsiana net assets attributable to common shareholders at September 30, 2013 (excludes $5.25 million CDCI preferred stock) | | $ | 24,516 |
| | | |
| Fair value adjustments (debit/credit): | | |
| Securities | | $ | 14 |
| Loans, net | | (4,473) |
| Servicing rights | | 363 |
| Core deposit intangible, net | | 725 |
| Certificates of deposit | | (669) |
| FHLB advances | | (357) |
| Lease intangibles and deferred rent | | (55) |
| Income tax receivables/payables adjustment | | (4) |
| Deferred tax effect of adjustments | | 2,974 |
| Total fair value adjustments | | $ | (1,482) |
| Fair Value of Acquired Assets on September 30, 2013 | | $ | 23,034 |
| Excess of consideration paid over fair value of net assets acquired—(Goodwill) | | $ | 9,491 |
| | | |
h) | Adjustment to core deposit intangible, net | | |
| To record the estimated fair value of acquired identifiable intangible assets, calculated as 0.8% of BankAsiana’s core deposits. Core deposits were identified as the demand, savings, and money market accounts. The estimated 13 year life was validated through review of the core deposit intangible lives utilized by our industry peers. | | $ | 725 |
| | | |
i) | Adjustment to income tax receivables/payables | | |
| To reflect income tax receivables/payables from/to federal and state authorities as of the merger date. | | $ | (4) |
j) | Adjustment to certificates of deposits | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average lives of the certificates of deposits. | | $ | 669 |
| | | |
k) | Adjustment to FHLB advances | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average life of the FHLB advances. | | $ | 357 |
| | | |
l) | Adjustment to other liabilities | | |
| To reflect estimated fair value of lease contracts at merger date based on current market rates for similar leases. This adjustment will be amortized into income over the life of the applicable lease contracts. | | $ | 55 |
| | | |
m) | Adjustment to Equity | | |
| To eliminate BankAsiana historical common equity | | $ | (24,516) |
| To reflect the repayment of BankAsiana’s CDCI preferred equity | | (5,250) |
| | | $ | (29,766) |
n) | Adjustment for cash and cash equivalents | | |
| To reflect use of cash to purchase Saehan | | $ | (50,407) |
| | | |
o) | Adjustment to loans, net of unearned income | | |
| To reflect estimated fair value at merger date, calculated as a 6.2% discount to the Saehan loan balance. The adjustment to loans is related to credit, interest rates and other factors in the acquired loan portfolio. | | $ | (25,919) |
| In accordance with GAAP, subsequent to the effective date of the merger, Wilshire will record the fair value difference pertaining to the market rate differential into interest income over the remaining term of the loan portfolio, | | |
| | | |
p) | Adjustment to allowance for loan and lease losses | | |
| Since the acquired Saehan loans are recorded at fair value at the acquisition date, there is no carryover of the seller’s allowance for loan losses. | | $ | 12,278 |
| | | |
q) | Adjustment to servicing rights, net | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. | | $ | 812 |
| | | |
r) | Adjustment to deferred income tax asset, net | | |
| Prior to the merger, the deferred tax asset was recorded at zero due to Saehan’s uncertainty regarding the realization of the deferred tax asset. This adjustment is to record the deferred tax asset from Saehan that the Company believes it can realize as of the merger date. This adjustment also reflects tax effect on book fair value adjustments at merger date. This adjustment will turn as book fair value adjustments are accreted/ amortized into income. | | $ | 9,414 |
s) | Adjustment to goodwill | | |
| Represents the recognition of goodwill resulting from the difference between the net fair value of the acquired assets and assumed liabilities and the value of the consideration paid to Saehan shareholders. The excess of the value of the consideration paid over the fair value of net assets acquired was recorded as goodwill and can be summarized as follows : | | |
| | | |
| Wilshire shares issued to Saehan shareholders | | 7,210,664 |
| Value of stock consideration paid to Saehan shareholders at acquisition ($9.40) | | $ | 67,780 |
| | | |
| Cash consideration to Saehan shareholders and option holders | | $ | 50,407 |
| Total pro forma consideration paid | | $ | 118,187 |
| Carrying value of Saehan’s net assets attributable to common shareholders at September 30, 2013 | | $ | 58,645 |
| | | |
| Fair value adjustments (debit/credit): | | |
| Loans, net | | $ | (13,641) |
| Servicing rights | | 812 |
| Core deposit intangible, net | | 3,845 |
| Certificates of deposit | | (645) |
| Trust preferreds | | 10,945 |
| Lease intangibles | | (384) |
| Income tax receivables/payables adjustment | | (4,013) |
| Deferred tax effect of adjustments | | 9,414 |
| Total fair value adjustments | | $ | 6,333 |
| Fair Value of Acquired Assets on September 30, 2013 | | $ | 64,978 |
| Excess of consideration paid over fair value of net assets acquired—(Goodwill) | | $ | 53,209 |
| | | |
t) | Adjustment to core deposit intangible, net | | |
| To record the estimated fair value of acquired identifiable intangible assets, calculated as 1.01% of Saehan’s core deposits. Core deposits were identified as the demand, savings, and money market accounts. The estimated 9 year life was validated through review of the core deposit intangible lives utilized by our industry peers. | | | $3,845 |
| | | |
u) | Adjustment to income tax receivables/payables | | |
| To reflect income tax receivables/payables from/to federal and state authorities as of the merger date. | | $ | (4,013) |
| | | |
v) | Adjustment to certificates of deposits | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average lives of the certificates of deposits. | | $ | 645 |
| | | |
w) | Adjustment to trust preferreds | | |
| To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average life of the trust preferreds. | | $ | (10,945) |
x) | Adjustment to other liabilities | | |
| To reflect estimated fair value of lease contracts at merger date based on current market rates for similar leases. This adjustment will be amortized into income over the life of the applicable lease contracts. | | $ | 384 |
| | | |
y) | Adjustment to equity | | |
| To eliminate Saehan historical common equity | | $ | (58,645) |
| To reflect the issuance of Wilshire stock to Saehan shareholders | | 67,780 |
| | | | $9,135 |
The following are notes to the Proforma Adjustments to the Income Statement:
a) | Adjustment to loan interest income | | |
| To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of loans. This adjustment will be accreted into income over the weighted average lives of the loans. | | $ | 1,790 |
| | | |
b) | Adjustment to securities interest income | | |
| To reflect amortization of the securities premium resulting from the securities fair value pro forma adjustment based on weighted average remaining life. This adjustment will be amortized into income over the weighted average lives of the securities. | | $ | (3) |
| | | |
c) | Adjustment to deposit interest expense | | |
| To reflect amortization of time deposit premium resulting from the time deposit fair value pro forma adjustment based on weighted average life of time deposits. | | $ | (376) |
| | | |
d) | Adjustment to borrowings interest expense | | |
| To reflect amortization of a FHLB advances premium resulting from the advances fair value pro forma adjustment based on weighted average life of time of the FHLB advances. | | $ | (97) |
| | | |
e) | Adjustment to amortization of intangibles | | |
| To reflect amortization of acquired intangible assets based on amortization period of 13 years and using the straight line method of amortization. | | $ | 42 |
| | | |
f) | Adjustment to non-interest expense | | |
| To remove direct, incremental costs of the merger incurred by Wilshire and BankAsiana. | | $ | (745) |
| Amortization of unfavorable leasehold interests. | | (42) |
| | | $ | (787) |
| | | |
g) | Adjustment to income tax provision | | |
| To reflect the income tax effect of pro forma adjustments at Wilshire’s estimated effective tax rate of 32.93%. | | $ | 990 |
| | | |
h) | Adjustment to preferred dividend | | |
| To reflect the elimination of the BankAsiana preferred dividend associated with the repayment of BankAsiana’s CDCI preferred equity. | | $ | (92) |
i) | Adjustment to weighted average number of common shares and diluted common shares | | |
| Shares issued by Wilshire to BankAsiana Shareholders | | - |
| Removal of BankAsiana weighted average number of common shares | | (2,200,000) |
| Adjustment to weighted average number of common shares | | (2,200,000) |
| | | |
| Shares issued by Wilshire to BankAsiana Shareholders | | - |
| Removal of BankAsiana weighted average number of diluted common shares | | (2,476,500) |
| Adjustment to weighted average number of diluted common shares | | (2,476,500) |
| | | |
j) | Adjustment to loan interest income | | |
| To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of loans. This adjustment will be accreted into income over the weighted average lives of the loans. | | $ | 4,775 |
| | | |
k) | Adjustment to deposit interest expense | | |
| To reflect amortization of time deposit premium resulting from the time deposit fair value pro forma adjustment based on weighted average life of time deposits. | | $ | (866) |
| | | |
l) | Adjustment to trust preferred interest expense | | |
| To reflect amortization of a trust preferred discount resulting from the trust preferred fair value pro forma adjustment based on weighted average life of time trust preferred being twenty years. | | $ | 165 |
| | | |
m) | Adjustment to amortization of intangibles | | |
| To reflect accretion of acquired intangible assets based on amortization period of 9 years and using the straight line method of amortization. | | $ | 575 |
| | | |
n) | Adjustment to non-interest expense | | |
| To remove direct, incremental costs of the merger incurred by Wilshire and Saehan | | $ | (850) |
| Amortization of unfavorable leasehold interests. | | (75) |
| | | $ | (925) |
| | | |
o) | Adjustment to income tax provision | | |
| To reflect the income tax effect of pro forma adjustments at Wilshire’s estimated effective tax rate of 32.93%. | | $ | 1,919 |
| | | |
p) | Adjustment to weighted average number of common shares and diluted common shares | | |
| Shares issued by Wilshire to BankAsiana Shareholders | | 7,210,664 |
| Removal of BankAsiana weighted average number of common shares | | (237,197,874) |
| Adjustment to weighted average number of common shares | | (229,987,210) |
| | | |
| Shares issued by Wilshire to BankAsiana Shareholders | | 7,210,664 |
| Removal of BankAsiana weighted average number of diluted common shares | | (237,220,491) |
| Adjustment to weighted average number of diluted common shares | | (230,009,827) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILSHIRE BANCORP, INC. |
| |
| | |
Date: February 5, 2014 | By: | /s/ Alex Ko | |
| | Alex Ko, Executive Vice President, Chief Financial Officer |