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TABLE OF CONTENTS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2013 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 00-30747
PACWEST BANCORP
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
33-0885320 (I.R.S. Employer Identification No.) |
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10250 Constellation Blvd., Suite 1640 |
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| Los Angeles, California | 90067 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (310) 286-1144
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
|---|---|---|
| Common stock, $.01 par value per share | The Nasdaq Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer ý |
Accelerated filer o | Non-Accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes o No ý
As of June 30, 2013, the aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to the average high and low sales prices on The Nasdaq Global Select Market as of the close of business on June 28, 2013, was approximately $1.2 billion. Registrant does not have any nonvoting common equities.
As of February 24, 2014, there were 44,690,144 shares of registrant's common stock outstanding, excluding treasury shares and 1,087,436 shares of unvested restricted stock.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be found in the Company's definitive proxy statement for its 2014 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such information is incorporated herein by this reference.
PACWEST BANCORP
2013 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as the holding company for our Los Angeles-based wholly-owned banking subsidiary, Pacific Western Bank, which we refer to as Pacific Western or the Bank. When we say "we," "our" or the "Company," we mean the Company on a consolidated basis with the Bank. When we refer to "PacWest" or to the holding company, we are referring to the parent company on a stand-alone basis.
PacWest Bancorp was formerly known as First Community Bancorp, which was organized on October 22, 1999 as a California corporation. At a special meeting of the Company's stockholders held on April 23, 2008, the stockholders approved the reincorporation of the Company in Delaware from California and the change of the Company's name to PacWest Bancorp from First Community Bancorp. The reincorporation became effective on May 14, 2008. In connection with the reincorporation and name change, the Company also changed its ticker symbol on the NASDAQ Global Select Market to "PACW."
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 $2.8 billion based on the closing price of PacWest common stock on February 13, 2014 of $40.11. The combined company will be called PacWest Bancorp. As part of the merger, CapitalSource Bank, a wholly-owned subsidiary of CapitalSource, will merge with and into Pacific Western, 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 was $13.85 based on the closing price of PacWest common stock on February 13, 2014 of $40.11.
As of December 31, 2013, on a pro forma consolidated basis, the combined company would have had approximately $15.4 billion in assets with 94 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).
We currently expect to receive final regulatory approval in the first quarter of 2014 and to close the merger on April 1, 2014.
First California Financial Group Acquisition
On May 31, 2013, we completed the acquisition of First California Financial Group, Inc., or FCAL, following receipt of shareholder approval from both institutions and all required regulatory approvals. As part of the acquisition, First California Bank, or FCB, a wholly-owned subsidiary of FCAL, merged with and into Pacific Western.
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In the FCAL acquisition, each share of FCAL common stock was converted into the right to receive 0.2966 of a share of PacWest common stock. The exchange ratio was calculated based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. PacWest issued an aggregate of approximately 8.4 million shares of PacWest common stock to FCAL stockholders. In addition, 1,094,000 shares of FCAL common stock previously owned by PacWest at a cost of $4.1 million were cancelled in the transaction. These shares were carried in our securities available-for-sale portfolio at their estimated market value with their unrealized gain of $5.2 million included in stockholders' equity at May 31, 2013. Under acquisition accounting, this unrealized gain was recognized in earnings. Based on the closing price of PacWest's common stock on May 31, 2013 of $28.83 per share, the aggregate consideration paid to FCAL common stockholders, including the 1,094,000 shares of FCAL common stock owned by us and cancelled in the merger, was $251.6 million. The application of the acquisition method of accounting resulted in goodwill of $129.1 million. All of the recognized goodwill is expected to be non-deductible for tax purposes.
FCB was a full-service commercial bank headquartered in Westlake Village, California. FCB provided a full range of banking services, including revolving lines of credit, term loans, commercial real estate loans, construction loans, consumer loans and home equity loans to individuals, professionals, and small to mid-sized businesses. FCB operated 15 branches throughout Southern California in the Los Angeles, Orange, Riverside, San Bernardino, San Diego, Ventura, and San Luis Obispo Counties. We made this acquisition to expand our presence in Southern California. We completed the conversion and integration of the FCB branches to PWB's operating platform in June 2013 and as a result, we added seven locations to our branch network.
2012 Transactions
Sale of Branches
On September 21, 2012, Pacific Western completed the sale of 10 branches. The branches were located in Los Angeles, San Bernardino, Riverside, and San Diego Counties. The branch sale resulted in the transfer of $125.2 million of deposits; no loans were sold in this transaction. The buyer paid a blended deposit premium of 2.5% and we recognized a net gain of $297,000 on this transaction.
American Perspective Bank Acquisition
On August 1, 2012, Pacific Western completed the acquisition of American Perspective Bank, or APB, previously headquartered in San Luis Obispo, California. Pacific Western acquired all of the outstanding common stock of APB for $58.1 million in cash and APB was merged with and into Pacific Western; we refer to this transaction as the APB acquisition. APB operated two branches located in San Luis Obispo and Santa Maria, California, and a loan production office located in Paso Robles, California, which has since been converted to a full-service branch. The APB acquisition strengthened our presence in the Central Coast region.
Celtic Capital Corporation Acquisition
On April 3, 2012, Pacific Western completed the acquisition of Celtic Capital Corporation, or Celtic, an asset-based lending company based in Santa Monica, California. Pacific Western acquired all of the capital stock of Celtic for $18 million in cash and Celtic became a wholly-owned subsidiary of Pacific Western; we refer to this transaction as the Celtic acquisition. Celtic focuses on providing asset-based loans to borrowers across the United States for amounts generally up to $5 million. The Celtic acquisition diversified our loan portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
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Pacific Western Equipment Finance Acquisition
On January 3, 2012, Pacific Western completed the acquisition of Pacific Western Equipment Finance (formerly known as Marquette Equipment Finance, and which we refer to as EQF), an equipment leasing company based in Midvale, Utah. Pacific Western acquired all of the capital stock of EQF for $35 million in cash and EQF became a division of Pacific Western; we refer to this transaction as the EQF acquisition. EQF focuses on providing equipment and specialty leasing to customers across the United States for amounts up to $50 million. The EQF acquisition diversified our lending portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
See "—Strategic Evolution and Acquisition Strategy," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview," and Note 4, Acquisitions, and Note 5, Goodwill and Other Intangible Assets, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" for further information regarding recent transactions.
Pacific Western is a full-service commercial bank offering a broad range of banking products and services including: accepting demand, money market, and time deposits; originating loans, including commercial, real estate construction, SBA guaranteed and consumer loans; originating equipment finance leases; and providing other business-oriented products. Our operations are primarily located in Southern California extending from San Diego County to California's Central Coast; we also operate three banking offices in the San Francisco Bay area, a leasing operation based in Utah, and asset-based lending operations based in Arizona as well as San Jose and Santa Monica, California. The Bank focuses on conducting business with small to medium-sized businesses in our marketplace and the owners and employees of those businesses. The majority of our loans are secured by the real estate collateral of such businesses. Our asset-based lending function operates in Arizona, California, Texas, Colorado, Minnesota, and the Pacific Northwest. Our equipment leasing function has lease receivables in 45 states.
Special services, including international banking services, multi-state deposit services and investment services, and requests for services beyond our current service area or product offerings are arranged through correspondent banks. The Bank also offers remote deposit capture services and issues ATM and debit cards. The Bank has a network of branded ATMs and offers access to ATM networks through other major service providers. We provide access to customer accounts via a 24-hour seven day a week toll-free automated telephone customer service and secure online banking services.
We are committed to providing premier, relationship-based community banking in the California markets we serve, meeting the credit needs of established businesses in our marketplace, as well as extending credit to growing businesses that may not yet meet the credit standards of the Bank through tightly controlled asset-based lending and factoring of accounts receivable. We compete actively for deposits, and emphasize solicitation of noninterest-bearing deposits. In managing the top line of our business, we focus on making quality loans and gathering low-cost deposits to maximize our net interest margin. The strategy for serving our target markets is the delivery of a finely-focused set of value-added products and services that satisfy the primary needs of our customers, emphasizing superior service and relationships over transaction volume or low pricing.
We generate our revenue primarily from interest received on loans and leases and, to a lesser extent, from interest received on investment securities, and fees received in connection with deposit services, extending credit, and other services offered, including foreign exchange services. Our major operating expenses are the interest paid by the Bank on deposits and borrowings, compensation and general operating expenses. The Bank relies on a foundation of locally generated and relationship-
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based deposits. The Bank has a relatively low cost of funds due to a high percentage of noninterest-bearing and low cost deposits.
Our operations, similar to other financial institutions with operations predominantly focused in Southern California, are significantly influenced by economic conditions in Southern California, including the strength of the real estate market, the fiscal and regulatory policies of the federal and state governments and the regulatory authorities that govern financial institutions. See "—Supervision and Regulation." Through our offices located in Northern California, our asset-based lending operations with production and marketing offices located in Arizona, Northern California, Texas, Colorado, Minnesota and the Pacific Northwest, and our equipment leasing operations based in Utah, we are also subject to the economic conditions affecting these markets.
Lending Activities
Through the Bank, the Company concentrates its lending activities in five principal areas:
(1) Real Estate Loans. Real estate loans are comprised of construction loans, miniperm loans collateralized by first or junior deeds of trust on specific commercial properties and equity lines of credit. The properties collateralizing real estate loans are principally located in our primary market areas of Los Angeles, Orange, San Bernardino, Riverside, San Diego, Ventura, Santa Barbara and San Luis Obispo counties in California and the neighboring communities. Construction loans are comprised of loans on commercial, residential and income producing properties that generally have terms of less than two years and typically bear an interest rate that floats with the Bank's base rate or another established index. Miniperm loans finance the purchase and/or ownership of commercial properties, including owner-occupied and income producing properties. Miniperm loans are generally made with an amortization schedule ranging from 15 to 25 years with a lump sum balloon payment due in one to ten years. Equity lines of credit are revolving lines of credit collateralized by junior deeds of trust on residential real estate properties. They generally bear a rate of interest that floats with the Bank's base rate or the prime rate and have maturities of ten years. From time to time, we purchase participation interests in loans originated by other financial institutions. These loans are subject generally to the same underwriting criteria and approval process as loans originated directly by us.
The Bank's real estate portfolio is subject to certain risks, including, but not limited to: (i) the effects of economic downturns in the Southern California economy and in general; (ii) interest rate increases; (iii) reduction in real estate values in Southern California and in general; (iv) increased competition in pricing and loan structure; (v) the borrower's ability to refinance or payoff the balloon or line of credit at maturity; and (vi) environmental risks, including natural disasters. In addition to the foregoing, construction loans are also subject to project specific risks including, but not limited to: (a) construction costs being more than anticipated; (b) construction taking longer than anticipated; (c) failure by developers and contractors to meet project specifications; (d) disagreement between contractors, subcontractors and developers; (e) demand for completed projects being less than anticipated; (f) buyers being unable to secure financing; and (g) loss through foreclosure.
When underwriting loans, we strive to reduce the exposure to such risks by (i) reviewing each loan request and renewal individually, (ii) using a dual signature approval system for the approval of each loan request for loans over a certain dollar amount, (iii) adhering to written loan policies, including, among other factors, minimum collateral requirements, maximum loan-to-value ratio requirements, cash flow requirements and personal guarantees, (iv) obtaining independent third party appraisals which are reviewed by the Bank's appraisal department, (v) obtaining external independent credit reviews, (vi) evaluating concentrations as a percentage of capital and loans, and (vii) conducting environmental reviews, where appropriate. With respect to construction loans, in addition to the foregoing, we attempt to mitigate project specific risks by: (a) implementing a controlled disbursement process for loan proceeds in accordance with an agreed upon schedule; (b) conducting project site visits; and
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(c) adhering to release-price schedules to ensure the prices for which newly-built units to be sold are sufficient to repay the Bank. The risks related to buyer inability to secure financing and loss through foreclosure are not controllable. We review each loan request on the basis of our ability to recover both principal and interest in view of the inherent risks.
(2) Commercial Loans. Commercial loans, both domestic and foreign, are made to finance operations, to provide working capital, or for specific purposes such as to finance the purchase of assets, equipment or inventory. Since a borrower's cash flow from operations is generally the primary source of repayment, our policies provide specific guidelines regarding required debt coverage and other important financial ratios. Commercial loans include lines of credit and commercial term loans. Lines of credit are extended to businesses or individuals based on the financial strength and integrity of the borrower and guarantor(s) and generally (with some exceptions) are collateralized by short-term assets such as accounts receivable, inventory, equipment or real estate and have a maturity of one year or less. Such lines of credit generally bear an interest rate that floats with the Bank's base rate. Commercial term loans are typically made to finance the acquisition of fixed assets, refinance short-term debt originally used to purchase fixed assets or, in rare cases, to finance the purchase of businesses. Commercial term loans generally have terms of one to five years. They may be collateralized by the asset being acquired or other available assets and bear interest rates which either float with the Bank's base rate, LIBOR or another established index or remain fixed for the term of the loan.
The Bank's portfolio of commercial loans is subject to certain risks, including, but not limited to: (i) the effects of economic downturns in the Southern California economy; (ii) interest rate increases; (iii) deterioration of the value of the underlying collateral; (iv) increased competition in pricing and loan structure; (v) the deterioration of a borrower's or guarantor's financial capabilities: and (vi) environmental risks, including natural disasters, which can negatively affect a borrower's business. We strive to reduce the exposure to such risks through: (a) reviewing each loan request and renewal individually; (b) using a dual signature approval system; (c) adhering to written loan policies; and (d) obtaining external independent credit reviews. In addition, loans based on short-term asset values and factoring arrangements are monitored on a daily, weekly, monthly or quarterly basis and may include lockbox or control account arrangements. In general, the Bank receives and reviews financial statements and other documents of borrowing customers on an ongoing basis during the term of the relationship and responds to any deterioration noted.
(3) SBA Loans. SBA loans are made through programs designed by the federal government to assist the small business community in obtaining financing from financial institutions that are given government guarantees as an incentive to make the loans. Our SBA loans fall into two categories, loans originated under the SBA's 7(a) Program ("7(a) Loans") and loans originated under the SBA's 504 Program ("504 Loans"). SBA 7(a) Loans are commercial business loans generally made for the purpose of purchasing real estate to be occupied by the business owner, providing working capital, and/or purchasing equipment, accounts receivable or inventory. SBA 504 Loans are collateralized by commercial real estate and are generally made to business owners for the purpose of purchasing or improving real estate or equipment for use in their business.
SBA lending is subject to federal legislation that can affect the availability and funding of the program. From time to time, this dependence on legislative funding causes limitations and uncertainties with regard to the continued funding of such programs, which could potentially have an adverse financial impact on our business.
The Bank's portfolio of SBA loans is subject to certain risks, including, but not limited to: (i) the effects of economic downturns on the Southern California economy; (ii) interest rate increases; (iii) deterioration of the value of the underlying collateral; and (iv) deterioration of a borrower's or guarantor's financial capabilities. We strive to reduce the exposure of such risks through: (a) reviewing
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each loan request and renewal individually; (b) using a dual signature approval system; (c) adhering to written loan policies; (d) adhering to SBA written policies and regulations; (e) obtaining independent third party appraisals which are reviewed by the Bank's appraisal department; and (f) obtaining external independent credit reviews. In addition, SBA loans normally require monthly installment payments of principal and interest and therefore are continually monitored for past due conditions. In general, the Bank receives and reviews financial statements and other documents of borrowing customers on an ongoing basis during the term of the relationship and responds to any deterioration noted.
(4) Consumer Loans. Consumer loans include personal loans, auto loans, boat loans, home improvement loans, revolving lines of credit, other loans typically made by banks to individual borrowers, and purchased 95% participation interests in student loans originated and serviced by a third-party lender. The Bank does not currently originate first trust deed home mortgage loans. The student loans that we purchase are not guaranteed by any program of the U.S. Government, and are made to refinance the outstanding student loan debt of borrowers who meet certain underwriting criteria, and having terms that fully amortize the debt over five, ten or fifteen years. The Bank's consumer loan portfolio is subject to certain risks, including: (i) amount of credit offered to consumers in the market; (ii) interest rate increases; and (iii) (with the exception of the purchased student loan portfolio), consumer bankruptcy laws which allow consumers to discharge certain debts. The Bank's student loan participation interests are also subject to further risks, including (i) the ability of the originator and sub-servicer to originate and service the loans in accordance with the terms of the loan purchase agreement; and (ii) compliance with consumer lending regulations and oversight by the Consumer Financial Protection Bureau. We strive to reduce the exposure to such risks through the direct approval of all internally originated consumer loans by: (a) reviewing each loan request and renewal individually; (b) using a dual signature approval system; (c) adhering to written credit policies; and (d) obtaining external independent credit reviews, and for all purchased consumer loan participation interests through the monitoring of the performance of the originator and sub-servicer and the enforcement of our rights under the loan purchase agreement.
(5) Leases. Leases include leases and lease financing transactions. Leases are originated by our in-house sales force and purchased through a network of brokers. The types of equipment leased include; (i) technology; (ii) manufacturing; (iii) software; (iv) transportation; and (v) mining. The main industries served with our lease portfolio are; (i) finance and insurance; (ii) health care; (iii) manufacturing; and (iv) transportation. Leases are fixed-rate contracts with a one to six year term and any back-end exposure being secured with documented options controlled by the Bank. No residual risk is taken on the future value of the leased equipment. Lease transactions are done with lessees that meet our credit criteria based on their cash flow and ability to make their lease payments.
The Bank's lease portfolio is subject to certain risks, including but not limited to: (i) the effects of economic downturns in the national economy; (ii) interest rate increases; and, (iii) the deterioration of lessees' financial capabilities. When underwriting leases, we strive to reduce the exposure to such risks by: (i) reviewing each lease request individually; (ii) using a dual signature approval system; (iii) following the guidelines of our credit policies, with special attention to cash flow and profitability; and (iv) diversifying our exposure between industries, equipment types, and geographic locations in the United States.
Business Concentrations
One of the ways that we present our loans and leases is by "covered" and "non-covered" loan categories. Covered loans represent loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation ("FDIC") for which we will be reimbursed for a substantial portion of any future losses under the terms of the agreements. Non-covered loans and leases represent loans and leases not covered by FDIC loss sharing agreements.
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The following tables present the composition of our loan portfolio by segment and class, showing the non-covered and covered components, as of the dates indicated:
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December 31, 2013 | ||||||||||||||||||
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Non-Covered Loans and Leases |
Covered Loans | Total Loans and Leases |
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Amount | % of Total |
Amount | % of Total |
Amount | % of Total |
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(Dollars in thousands) |
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Real estate mortgage: |
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Hospitality |
$ | 179,340 | 5 | % | $ | 2,395 | 1 | % | $ | 181,735 | 4 | % | |||||||
SBA 504 |
45,166 | 1 | % | — | — | 45,166 | 1 | % | |||||||||||
Other |
2,153,519 | 56 | % | 415,578 | 92 | % | 2,569,097 | 60 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
2,378,025 | 62 | % | 417,973 | 93 | % | 2,795,998 | 65 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
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Residential |
58,881 | 1 | % | 17 | — | 58,898 | 1 | % | |||||||||||
Commercial |
142,842 | 4 | % | 17,777 | 4 | % | 160,619 | 4 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
201,723 | 5 | % | 17,794 | 4 | % | 219,517 | 5 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate loans |
2,579,748 | 67 | % | 435,767 | 97 | % | 3,015,515 | 70 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
581,097 | 15 | % | 6,934 | 1 | % | 588,031 | 13 | % | ||||||||||
Unsecured |
150,985 | 4 | % | 2,895 | 1 | % | 153,880 | 4 | % | ||||||||||
Asset-based |
202,428 | 5 | % | — | — | 202,428 | 5 | % | |||||||||||
SBA 7(a) |
28,642 | 1 | % | — | — | 28,642 | 1 | % | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
963,152 | 25 | % | 9,829 | 2 | % | 972,981 | 23 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
269,769 | 7 | % | — | — | 269,769 | 6 | % | |||||||||||
Consumer |
52,248 | 1 | % | 2,822 | 1 | % | 55,070 | 1 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross loans and leases |
$ | 3,864,917 | 100 | % | $ | 448,418 | 100 | % | $ | 4,313,335 | 100 | % | |||||||
| | | | | | | | | | | | | | | | | | | | |
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| |
December 31, 2012 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Non-Covered Loans and Leases |
Covered Loans | Total Loans and Leases |
||||||||||||||||
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Amount | % of Total |
Amount | % of Total |
Amount | % of Total |
|||||||||||||
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(Dollars in thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 181,144 | 6 | % | $ | 2,644 | 1 | % | $ | 183,788 | 5 | % | |||||||
SBA 504 |
54,158 | 2 | % | — | — | 54,158 | 1 | % | |||||||||||
Other |
1,684,008 | 55 | % | 502,256 | 92 | % | 2,186,264 | 61 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
1,919,310 | 63 | % | 504,900 | 93 | % | 2,424,210 | 67 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
48,629 | 1 | % | 5,973 | 1 | % | 54,602 | 1 | % | ||||||||||
Commercial |
81,330 | 3 | % | 18,672 | 4 | % | 100,002 | 3 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
129,959 | 4 | % | 24,645 | 5 | % | 154,604 | 4 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate loans |
2,049,269 | 67 | % | 529,545 | 98 | % | 2,578,814 | 71 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
458,206 | 15 | % | 12,655 | 2 | % | 470,861 | 13 | % | ||||||||||
Unsecured |
80,381 | 2 | % | 529 | — | 80,910 | 2 | % | |||||||||||
Asset-based |
239,430 | 8 | % | — | — | 239,430 | 7 | % | |||||||||||
SBA 7(a) |
25,325 | 1 | % | — | — | 25,325 | 1 | % | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
803,342 | 26 | % | 13,184 | 2 | % | 816,526 | 23 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
174,373 | 6 | % | — | — | 174,373 | 5 | % | |||||||||||
Consumer |
22,521 | 1 | % | 598 | — | 23,119 | 1 | % | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross loans and leases |
$ | 3,049,505 | 100 | % | $ | 543,327 | 100 | % | $ | 3,592,832 | 100 | % | |||||||
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No individual or single group of related accounts is considered material in relation to our total assets or deposits of the Bank, or in relation to the overall business of the Company. However, approximately 70% of our total loan and lease portfolio at December 31, 2013 consisted of real estate loans, including miniperm loans, SBA 504 loans, and construction loans. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Non-Covered Loans," and also "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Covered Loans." Since our business activities are currently focused primarily in Southern California, with the majority of our business concentrated in Los Angeles, Orange, Riverside, San Bernardino, San Diego, Ventura, Santa Barbara and San Luis Obispo Counties, our results of operations and financial condition are dependent upon the general trends in the Southern California economies and, in particular, the residential and commercial real estate markets. The concentration of our operations in Southern California exposes us to greater risk than other banking companies with a wider geographic base in the event of catastrophes, such as earthquakes, fires and floods in this region.
Strategic Evolution and Acquisition Strategy
The Company was organized on October 22, 1999 as a California corporation for the purpose of becoming a bank holding company and to acquire all the outstanding capital stock of Rancho Santa Fe National Bank. Since that time, we have grown through a series of business acquisitions.
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The following chart summarizes the acquisitions completed since our inception, some of which are described in more detail below. See also Note 4, Acquisitions, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" for further details regarding recent acquisitions.
| |
Date
|
Institution/Company Acquired | ||
|---|---|---|---|---|
| (1) | May 2000 | Rancho Santa Fe National Bank | ||
| (2) | May 2000 | First Community Bank of the Desert | ||
| (3) | January 2001 | Professional Bancorp, Inc. | ||
| (4) | October 2001 | First Charter Bank | ||
| (5) | January 2002 | Pacific Western National Bank | ||
| (6) | March 2002 | W.H.E.C., Inc. | ||
| (7) | August 2002 | Upland Bank | ||
| (8) | August 2002 | Marathon Bancorp | ||
| (9) | September 2002 | First National Bank | ||
| (10) | January 2003 | Bank of Coronado | ||
| (11) | August 2003 | Verdugo Banking Company | ||
| (12) | March 2004 | First Community Financial Corporation | ||
| (13) | April 2004 | Harbor National Bank | ||
| (14) | August 2005 | First American Bank | ||
| (15) | October 2005 | Pacific Liberty Bank | ||
| (16) | January 2006 | Cedars Bank | ||
| (17) | May 2006 | Foothill Independent Bancorp | ||
| (18) | October 2006 | Community Bancorp Inc. | ||
| (19) | June 2007 | Business Finance Capital Corporation | ||
| (20) | November 2008 | Security Pacific Bank (deposits only)(1) | ||
| (21) | August 2009 | Affinity Bank(1) | ||
| (22) | August 2010 | Los Padres Bank(1) | ||
| (23) | January 2012 | Pacific Western Equipment Finance (formerly Marquette Equipment Finance) | ||
| (24) | April 2012 | Celtic Capital Corporation | ||
| (25) | August 2012 | American Perspective Bank | ||
| (26) | May 2013 | First California Financial Group, Inc.(2) |
- (1)
- FDIC
assisted.
- (2)
- Includes assets covered by two FDIC loss sharing agreements.
Our acquisitions focused generally on increasing our banking presence in California and increasing earning assets. In addition to the acquisitions mentioned previously under "—Recent Transactions," we made two FDIC-assisted banking acquisitions, Affinity Bank ("Affinity") and Los Padres Bank ("Los Padres'), which expanded our operations and branch banking network in California. For information regarding the Affinity and Los Padres acquisitions, see "Item 8. Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—FDIC-Assisted Acquisitions."
The banking business in California, and specifically in the Bank's primary service areas, is highly competitive with respect to originating loans, acquiring deposits and providing other banking services. The market is dominated by commercial banks in Southern California with assets between $500 million and $25 billion, including ourselves, and a few banking giants with a large number of offices and full-service operations over a wide geographic area. In recent years, competition has increased from institutions not subject to the same regulatory restrictions as domestic banks and bank holding
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companies. Those competitors include savings and loan associations, brokerage houses, insurance companies, mortgage companies, credit unions, credit card companies, and other financial and non-financial institutions and entities.
Economic factors, along with legislative and technological changes, will have an ongoing impact on the competitive environment within the financial services industry. We work to anticipate and adapt to dynamic competitive conditions whether it is by developing and marketing innovative products and services, adopting or developing new technologies that differentiate our products and services, cross marketing, or providing highly personalized banking services. We strive to distinguish ourselves from other community banks and financial services providers in our marketplace by providing an extremely high level of service to enhance customer loyalty and to attract and retain business. However, we can provide no assurance as to the effectiveness of these efforts on our future business or results of operations, as to our continued ability to anticipate and adapt to changing conditions, and as to sufficiently improving our services and/or banking products in order to successfully compete in our primary service areas.
As of January 31, 2014, we had 1,110 full time equivalent employees.
Financial and Statistical Disclosure
Certain of our statistical information are presented within "Item 6. Selected Financial Data," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Item 7A. Qualitative and Quantitative Disclosure About Market Risk." This information should be read in conjunction with the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data."
General
The banking and financial services businesses in which we engage are highly regulated. Such regulation is intended, among other things, to protect the interests of customers, including depositors, and the federal deposit insurance fund, as well as to minimize risk to the banking system as a whole. These regulations are not, however, generally charged with protecting the interests of our stockholders or creditors. Described below are the material elements of selected laws and regulations applicable to our Company. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. Changes in applicable law or regulations, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business and results of our Company.
The commercial banking business is also influenced by the monetary and fiscal policies of the federal government and the policies of the Board of Governors of the Federal Reserve System, or FRB. The FRB implements national monetary policies (with the dual mandate of price stability and maximum employment) by its open-market operations in United States Government securities, by adjusting the required level of and paying interest on reserves for financial intermediaries subject to its reserve requirements and by varying the discount rates applicable to borrowings by depository institutions. The actions of the FRB in these areas influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans and paid on deposits. Indirectly, such actions may also impact the ability of non-bank financial institutions to compete with the Bank. The nature and impact of any future changes in monetary policies cannot be predicted.
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The events of the past few years have led to numerous new laws in the United States and internationally for financial institutions. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act" or "Dodd-Frank"), which was enacted in July 2010, significantly restructured the financial regulatory regime in the United States, including the creation of a new systemic risk oversight body, the Financial Stability Oversight Council (the "FSOC"). The FSOC oversees and coordinates the efforts of the primary U.S. financial regulatory agencies (including the FRB, the Securities and Exchange Commission ("SEC"), the Commodity Futures Trading Commission and the FDIC) in establishing regulations to address financial stability concerns. In addition to the systemic risk oversight framework implemented through the FSOC, the Dodd-Frank Act broadly affected the financial services industry by creating a resolution authority, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies, and establishing numerous other provisions aimed at strengthening the sound operation of the financial services sector. As discussed further throughout this section, many aspects of Dodd-Frank continue to be subject to rulemaking and will take effect over several additional years, making it difficult to anticipate the overall financial impact on PacWest or across the industry.
Bank Holding Company Regulation
As a bank holding company, PacWest is registered with and subject to regulation by the FRB under the Bank Holding Company Act of 1956, as amended, or the BHCA. FRB policy historically has required bank holding companies to act as a source of financial strength to their bank subsidiaries and to commit capital and financial resources to support those subsidiaries in circumstances where it might not otherwise do so. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement, the Company is expected to commit resources to support the Bank, including at times when we may not be in a financial position to do so. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to such a commonly controlled institution. Under the BHCA, we are subject to periodic examination by the FRB. We are also required to file with the FRB periodic reports of our operations and such additional information regarding the Company and its subsidiaries as the FRB may require. Pursuant to the BHCA, we are required to obtain the prior approval of the FRB before we acquire all or substantially all of the assets of any bank or ownership or control of voting shares of any bank if, after giving effect to such acquisition, we would own or control, directly or indirectly, more than 5 percent of such bank.
Under the BHCA, we may not engage in any business other than managing or controlling banks or furnishing services to our subsidiaries and such other activities that the FRB deems to be so closely related to banking as "to be a proper incident thereto." We are also prohibited, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5 percent of the voting shares of any company unless the company is engaged in banking activities or the FRB determines that the activity is so closely related to banking as to be a proper incident to banking. The FRB's approval must be obtained before the shares of any such company can be acquired and, in certain cases, before any approved company can open new offices.
The BHCA and regulations of the FRB also impose certain constraints on the redemption or purchase by a bank holding company of its own shares of stock.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance activities and any other activity that the FRB, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature, incidental to any such financial activity or complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository
13
institutions or the financial system generally. As of the date of this filing, we do not operate as a financial holding company.
Our earnings and activities are affected by legislation, by regulations and by local legislative and administrative bodies and by decisions of courts in the jurisdictions in which we and the Bank conduct business. For example, these activities include limitations on the ability of the Bank to pay dividends to us and our ability to pay dividends to our stockholders. It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only out of income available over the past year and only if prospective earnings retention is consistent with the organization's expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company's ability to serve as a source of strength to its banking subsidiaries. Various federal and state statutory provisions limit the amount of dividends that our subsidiary Bank can pay to us without regulatory approval.
In addition to these explicit limitations, the federal regulatory agencies have general authority to prohibit a banking subsidiary or bank holding company from engaging in an unsafe or unsound banking practice. Depending upon the circumstances, the agencies could take the position that paying a dividend would constitute an unsafe or unsound banking practice. Further, as discussed below under "—Capital Requirements", a bank holding company, such as the Company, is required to maintain minimum ratios of Tier 1 capital and total capital to total risk-weighted assets, and a minimum ratio of Tier 1 capital to total adjusted quarterly average assets as defined in such regulations. The level of our capital ratios may affect our ability to pay dividends. See "Item 5. Market for Registrant's Common Equity and Related Stockholder Matters—Dividends" and Note 20, Dividend Availability and Regulatory Matters, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
Banking subsidiaries of bank holding companies are also subject to certain restrictions imposed by federal law in dealings with their holding companies and other affiliates. Subject to certain exceptions set forth in the Federal Reserve Act, a bank can make a loan or extend credit to an affiliate, purchase or invest in the securities of an affiliate, purchase assets from an affiliate, accept securities of an affiliate as collateral for a loan or extension of credit to any person or company, issue a guarantee or accept letters of credit on behalf of an affiliate only if the aggregate amount of the above transactions of such subsidiary does not exceed 10 percent of such subsidiary's capital stock and surplus on an individual basis or 20 percent of such subsidiary's capital stock and surplus on an aggregate basis. Such transactions must be on terms and conditions that are consistent with safe and sound banking practices. A bank holding company and its subsidiaries generally may not purchase a "low-quality asset," as that term is defined in the Federal Reserve Act, from an affiliate. Such restrictions also prevent a holding company and its other affiliates from borrowing from a banking subsidiary of the holding company unless the loans are secured by collateral. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization.
The FRB has cease and desist powers over parent bank holding companies and non-banking subsidiaries where the action of a parent bank holding company or its non-financial institutions represents an unsafe or unsound practice or violation of law. The FRB has the authority to regulate debt obligations, other than commercial paper, issued by bank holding companies by imposing interest ceilings and reserve requirements on such debt obligations.
The Dodd-Frank Act requires the federal financial regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). The statutory provision is commonly called the "Volcker Rule". On December 10, 2013, the federal financial regulatory agencies adopted final rules implementing the Volcker Rule and granted a blanket one-year extension of the Volcker Rule conformance period so that banking organizations have until July 21,
14
2015 to fully comply with most requirements of the Volcker Rule. The final rules are highly complex, and many aspects of their application remain uncertain. We do not currently anticipate that the Volcker Rule will have a material effect on our operations since we do not engage in the businesses prohibited by the Volcker Rule. We may incur costs if we are required to adopt additional policies and systems to ensure compliance with the Volcker Rule, but any such costs are not expected to be material. Because many of the effects of the Volcker Rule may become apparent only over several years as the federal financial regulatory agencies apply the rule in practice, the precise financial impact of the rule on the Company, its customers or the financial industry more generally cannot currently be determined.
Capital Requirements
General Risk Based Capital Rules. The Company is subject to consolidated regulatory capital requirements administered by the FRB, and the Bank is subject to similar capital requirements administered by the FDIC. The Dodd-Frank Act applies the same leverage and risk-based capital requirements that apply to insured depository institutions to bank holding companies, such as the Company. The guidelines of the FRB and FDIC are intended to ensure that banking organizations have adequate capital given the risk levels of assets and off-balance sheet financial instruments. Under the guidelines, banking organizations are required to maintain minimum ratios of Tier 1 capital and total capital to total risk-weighted assets (including certain off-balance sheet items, such as letters of credit). For purposes of calculating the ratios, a banking organization's assets and some of its specified off-balance sheet commitments and obligations are assigned to various risk categories.
A depository institution's or holding company's capital, in turn, is classified in one of three tiers, depending on type:
- •
- Core Capital (Tier 1). Tier 1 capital
includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, a limited amount of qualifying cumulative perpetual stock at the holding company level, minority
interests in equity accounts of consolidated subsidiaries, and qualifying trust preferred securities (subject to phase-out as described under "—Basel III Capital Rules" below) less
goodwill, most intangible assets and certain other assets.
- •
- Supplementary Capital (Tier 2). Tier 2
capital includes, among other things, perpetual preferred stock and trust preferred securities not meeting the Tier 1 definition, qualifying mandatory convertible debt securities, qualifying
subordinated debt, and allowances for possible credit losses, subject to limitations.
- •
- Market Risk Capital (Tier 3). Tier 3 capital includes qualifying unsecured subordinated debt.
As a bank holding company, the Company currently is required to maintain Tier 1 capital and total capital equal to at least 4.0% and 8.0%, respectively, of its total risk-weighted assets (including various off-balance sheet items, such as letters of credit). The Bank is required to maintain equivalent capital levels under capital adequacy guidelines. In addition, as a depository institution, the Bank is subject to minimum capital ratios under the regulatory framework for prompt corrective action discussed under "—Prompt Corrective Action."
Bank holding companies and banks are also required to comply with minimum leverage ratio requirements. The leverage ratio is the ratio of a banking organization's Tier 1 capital to its total adjusted quarterly average assets (as defined for regulatory purposes). Bank holding companies and FDIC-supervised banks, such as the Company and the Bank, respectively, are required to maintain a minimum leverage ratio of 4.0%, unless a different minimum is specified by an appropriate regulatory authority. In addition, for a depository institution to be considered "well capitalized" under the regulatory framework for prompt corrective action, its leverage ratio must be at least 5.0%.
Regulatory capital requirements limit the amount of deferred tax assets that may be included when determining the amount of regulatory capital. Deferred tax asset amounts in excess of the calculated
15
limit are deducted from regulatory capital. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources—Capital" for further information on regulatory capital requirements, capital ratios, and deferred tax asset limits as of December 31, 2013 for Pacific Western and the Company.
The Company issued subordinated debentures to trusts that were established by us or entities we have acquired, which, in turn, issued trust preferred securities, which totaled $131.0 million at December 31, 2013. The Company includes in Tier 1 capital an amount of trust preferred securities equal to no more than 25% of the sum of all core capital elements, which is generally defined as shareholders' equity less goodwill, net of any related deferred income tax liability. At December 31, 2013, the amount of trust preferred securities included in Tier 1 capital was $131.0 million. While our existing trust preferred securities are currently grandfathered as Tier 1 capital under the Dodd-Frank Act, recently approved regulatory capital rules discussed further below under "—Basel III Capital Rules" would phase them out of Tier 1 capital assuming the completion of the CapitalSource merger or any subsequent acquisition and that, upon the completion of any such transaction, the Company exceeds $15 billion in consolidated total assets. However, under such rules, trust preferred securities no longer included in Tier 1 capital may be included in Tier 2 capital on a permanent basis. If trust preferred securities are excluded from regulatory capital, we remain "well capitalized" at December 31, 2013.
The FDIC and FRB risk-based capital guidelines currently applicable to us are based upon the 1988 Capital Accord ("Basel I") of the Basel Committee on Banking Supervision (the "Basel Committee"). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines that each country's supervisors can use to determine the supervisory policies they apply. After working on revisions for a number of years, in June 2004, the Basel Committee released the final version of a proposed new capital framework, with an update in November 2005 ("Basel II"). Basel II proposes two approaches for setting capital standards for credit risk—an internal ratings-based approach tailored to individual institutions' circumstances (which for many asset classes is itself broken into a "foundation" approach and an "advanced" or "A-IRB" approach, the availability of which is subject to additional restrictions) and a standardized approach that bases risk weightings on external credit assessments to a much greater extent than permitted in existing risk-based capital guidelines. Basel II also would set capital requirements for operational risk and refine the existing capital requirements for market risk exposures.
A definitive final rule for implementing the advanced approaches of Basel II in the United States, which applies only to internationally active banking organizations—defined as those with consolidated total assets of $250 billion or more or consolidated on-balance sheet foreign exposures of $10 billion or more—became effective on April 1, 2008. Other U.S. banking organizations may elect to adopt the requirements of this rule, subject to their meeting applicable qualification requirements.
The Company is not required to comply with Basel II and we have not adopted the Basel II approach.
Basel III Capital Rules. In July 2013, the Company's primary federal regulator, the FRB, and the Bank's primary federal regulator, the FDIC, approved final rules (the "New Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations. The New Capital Rules generally implement the Basel Committee on Banking Supervision's (the "Basel Committee") December 2010 final capital framework referred to as "Basel III" for strengthening international capital standards. The New Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including the Company and the Bank, as compared to the current U.S. general risk-based capital rules. The New Capital Rules revise the definitions and the components of regulatory capital, as well as address other issues affecting the numerator in banking institutions' regulatory capital ratios. The New Capital Rules
16
also address asset risk weights and other matters affecting the denominator in banking institutions' regulatory capital ratios and replace the existing general risk-weighting approach, which was derived from the Basel Committee's 1988 "Basel I" capital accords, with a more risk-sensitive approach based, in part, on the "standardized approach" in the Basel Committee's 2004 "Basel II" capital accords. In addition, the New Capital Rules implement certain provisions of the Dodd-Frank Act, including the requirements of Section 939A to remove references to credit ratings from the federal agencies' rules. The New Capital Rules are effective for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain of their components and other provisions.
Among other matters, the New Capital Rules: (i) introduce a new capital measure called "Common Equity Tier 1" ("CET1") and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital as compared to existing regulations. Under the New Capital Rules, for most banking organizations the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allowance for loan and lease losses, in each case, subject to the New Capital Rules' specific requirements.
Pursuant to the New Capital Rules, the minimum capital ratios as of January 1, 2015 will be as follows:
- •
- 4.5% CET1 to risk-weighted assets;
- •
- 6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1
capital) to risk-weighted assets;
- •
- 8.0% Total capital (that is, Tier 1 capital plus Tier 2
capital) to risk-weighted assets; and
- •
- 4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the "leverage ratio").
The New Capital Rules also introduce a new "capital conservation buffer", composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. Thus, when fully phased-in on January 1, 2019, the Company and the Bank will be required to maintain such additional capital conservation buffer of 2.5%, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.
The New Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1.
In addition, under the current general risk-based capital rules, the effects of accumulated other comprehensive income or loss ("AOCI") items included in shareholders' equity (for example, unrealized gains and losses of securities held in the available for sale portfolio) under U.S. GAAP are reversed for the purposes of determining regulatory capital ratios. Pursuant to the New Capital Rules, the effects of certain AOCI items are not excluded; however, non-advanced approaches banking organizations, including the Company and the Bank, may make a one-time permanent election to continue to exclude these items. This election must be made concurrently with the first filing of certain of the Company's
17
and the Bank's periodic regulatory reports in the beginning of 2015. The Company and the Bank expect to make this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of our securities portfolio.
The New Capital Rules also preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies' Tier 1 capital, subject to phase-out in the case of bank holding companies that had $15 billion or more in total consolidated assets as of December 31, 2009. While our existing trust preferred securities are currently grandfathered as Tier 1 capital, the New Capital Rules would phase them out of Tier 1 capital assuming the completion of the CapitalSource merger or any subsequent acquisition and that, upon the completion of any such transaction, the Company exceeds $15 billion in consolidated total assets. If the Company completes the CapitalSource merger or any subsequent acquisition such that, upon completion of such transaction, the Company exceeds $15 billion in consolidated total assets, beginning in 2015, only 25% of the Company's $131.0 million of trust preferred securities currently outstanding and expected to be outstanding on the effective date of the New Capital Rules (which is the date of publication in the Federal Register) will be included in Tier 1 capital, and in 2016, none of the Company's trust preferred securities will be included in Tier 1 capital. Trust preferred securities no longer included in the Company's Tier 1 capital may nonetheless be included as a component of our Tier 2 capital on a permanent basis without phase-out and irrespective of whether such securities otherwise meet the revised definition of Tier 2 capital set forth in the New Capital Rules.
Implementation of the deductions and other adjustments to CET1 will begin on January 1, 2015 and will be phased-in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer will begin on January 1, 2016 at a 0.625% level and increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019.
With respect to the Bank, the New Capital Rules revise the prompt corrective action regulations as described below under "—Prompt Corrective Action".
The New Capital Rules prescribe a new standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset classes.
We are currently evaluating the impact of the New Capital Rules, including the capital conservation buffer, on our capital ratios and related calculations.
Liquidity Requirements. Historically, regulation and monitoring of bank and bank holding company liquidity has been addressed as a supervisory matter, both in the U.S. and internationally, without required formulaic measures. The Basel III framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests that, although similar in some respects to liquidity measures historically applied by banks and regulators for management and supervisory purposes, going forward will be required by regulation. One test, referred to as the liquidity coverage ratio ("LCR"), is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity's expected net cash outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. In January 2013, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee, approved amendments to the LCR to expand the range of eligible assets and refine assumed inflow and outflow rates to reflect actual experience in times of stress. The other test, referred to as the net stable funding ratio ("NSFR"), is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. These requirements will incentivize banking entities to increase their holdings of U.S. Treasury securities and
18
other sovereign debt as a component of assets and increase the use of long-term debt as a funding source.
In October 2013, the federal banking agencies proposed rules implementing the LCR for advanced approaches banks and a modified version of the LCR for bank holding companies with at least $50 billion in total consolidated assets that are not advanced approach banks, neither of which would apply to the Company. The Federal banking agencies have not yet proposed rules to implement the NSFR.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act, or FDICIA, requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Under the prompt corrective action provisions of FDICIA ("PCA"), an insured depository institution generally will be classified as undercapitalized if its total risk-based capital is less than 8% or its Tier 1 risk-based capital or leverage ratio is less than 4%. The New Capital Rules revise the PCA regulations by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well capitalized status being 8% (as compared to the current 6%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The New Capital Rules do not change the total risk-based capital requirement for any PCA category. See "—Prompt Corrective Action" for more information on these topics. An institution that, based upon its capital levels, is classified as "well capitalized", "adequately capitalized" or "undercapitalized" may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if a bank is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the federal bank regulator, and the holding company must guarantee the performance of that plan.
In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal or state banking agencies for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the imposition of a conservator or receiver, the issuance of a cease-and-desist order that can be judicially enforced, the termination of insurance for deposits (in the case of a depository institution), the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the issuance of removal and prohibition orders against institution-affiliated parties. The enforcement of such actions through injunctions or restraining orders may be based upon a judicial determination that the agency would be harmed if such equitable relief was not granted.
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Deposit Insurance
Pacific Western is a state-chartered, "non-member" bank and therefore is regulated by the California Department of Business Oversight, Division of Financial Institutions, or DBO, and the FDIC. Pacific Western accepts deposits, and those deposits have the benefit of FDIC insurance up to the applicable limits. The applicable limit for FDIC insurance for most types of accounts is $250,000.
The Bank, as is the case with all FDIC insured banks, is subject to deposit insurance assessments as determined by the FDIC. Historically, the FDIC imposed insurance premiums based on the amount of deposits held and a risk matrix took into account, among other factors, a bank's capital level and supervisory rating. Pursuant to the Dodd-Frank Act, the FDIC amended its regulations to determine insurance assessments based on the average consolidated assets less the average tangible equity of the insured depository institution during the assessment period. In addition, in October 2010, the FDIC adopted a new Deposit Insurance Fund restoration plan to ensure that the fund reserve ratio reaches 1.35% by September 30, 2020. At least semi-annually, the FDIC will update its loss and income projections for the fund and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking if required.
Incentive Compensation
The Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Company and the Bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal stockholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure of incentive-based compensation arrangements to regulators. The agencies proposed such regulations in April 2011, but these regulations have not yet been finalized. If the regulations are adopted in the form initially proposed, they will impose limitations on the manner in which we may structure compensation for our executives.
In June 2010, the FRB and the FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization's incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization's ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization's board of directors. These three principles are incorporated into the proposed joint compensation regulations under Dodd-Frank, discussed above. The FRB will review, as part of its regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not "large, complex banking organizations." These reviews will be tailored to each organization based on the scope and complexity of the organization's activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization's supervisory ratings, which can affect the organization's ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization's safety and soundness and the organization is not taking prompt and effective measures to correct the deficiency.
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Consumer Regulation
The Dodd-Frank Act established the Consumer Financial Protection Bureau ("CFPB") with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. While the CFPB's examination and enforcement authority only extends to banking organizations with more than $10 billion in assets, banks with less than $10 billion in assets, such as the Bank, will be examined for compliance with the CFPB's rules and regulations by their primary federal banking agency. If the merger with CapitalSource Bank is completed, the Bank will be subject to direct oversight and examination by the CFPB. Given the recent establishment of the CFPB, there is still uncertainty surrounding the expected impact of this bureau on us and other banks. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and gives state attorneys general the ability to enforce federal consumer protection laws.
Depositor Preference
The Federal Deposit Insurance Act provides that, in the event of the "liquidation or other resolution" of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.
USA PATRIOT Act
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the PATRIOT Act, designed to deny terrorists and others the ability to obtain access to the United States financial system, has significant implications for depository institutions, brokers, dealers and other businesses involved in the transfer of money. The PATRIOT Act, as implemented by various federal regulatory agencies, requires financial institutions, including the Company, to establish and implement policies and procedures with respect to, among other matters, anti-money laundering, compliance, suspicious activity and currency transaction reporting and due diligence on customers. The PATRIOT Act and its underlying regulations permit information sharing for counter-terrorist purposes between federal law enforcement agencies and financial institutions, as well as among financial institutions, subject to certain conditions, and require the FRB, the FDIC and other federal banking agencies to evaluate the effectiveness of an applicant in combating money laundering activities when considering applications filed under Section 3 of the BHCA or the Bank Merger Act.
We regularly evaluate and continue to augment our systems and procedures to continue to comply with the PATRIOT Act and other anti-money laundering initiatives. We believe that the ongoing cost of compliance with the PATRIOT Act is not likely to be material to the Company. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal, strategic, and reputational consequences for the institution.
Office of Foreign Assets Control Regulation
The United States has imposed economic sanctions that affect transactions with designated foreign countries, designated nationals and others. These are typically known as the "OFAC" rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control ("OFAC"). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they
21
contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on "U.S. persons" engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal, strategic, and reputational consequences, and result in civil money penalties on the Bank.
Community Reinvestment Act
The Community Reinvestment Act of 1977, or the CRA, generally requires insured depository institutions to identify the communities they serve and to make loans and investments, offer products, make donations in, and provide services designed to meet the credit needs of these communities. The CRA also requires banks to maintain comprehensive records of its CRA activities to demonstrate how it is meeting the credit needs of their communities; these documents are subject to periodic examination by the FDIC. During these examinations, the FDIC rates such institutions' compliance with CRA as "Outstanding," "Satisfactory," "Needs to Improve" or "Substantial Noncompliance." The CRA requires the FDIC to take into account the record of a bank in meeting the credit needs of all of the communities served, including low- and moderate-income neighborhoods, in determining such rating. Failure of an institution to receive at least a "Satisfactory" rating could inhibit such institution or its holding company from undertaking certain activities, including acquisitions. The Bank received a CRA rating of "Satisfactory" as of its most recent examination.
Customer Information Security
The FRB and other bank regulatory agencies have adopted guidelines for safeguarding confidential, personal, non-public customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazard to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. We have adopted a customer information security program to comply with such requirements.
Privacy
The Gramm-Leach-Bliley Act of 1999 and the California Financial Information Privacy Act require financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statutes require explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibit disclosing such information except as provided in the Bank's policies and procedures. Pacific Western has implemented privacy policies addressing these restrictions, which are distributed regularly to all existing and new customers of the Bank.
Legislative and Regulatory Initiatives
From time to time, various legislative and regulatory initiatives are introduced in the U.S. Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to
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substantially change the financial institution regulatory system. Such legislation could change banking statutes and our operating environment in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on our financial condition, results of operations or cash flows. A change in statutes, regulations or regulatory policies applicable to the Company or any of its subsidiaries could have a material effect on our business.
Hazardous Waste Clean-Up and Climate-Related Risk
Our primary exposure to environmental laws is through our lending activities and through properties or businesses we may own, lease or acquire, or which are collateral for our loans, since we are not involved in any business that manufactures, uses or transports chemicals, waste, pollutants or toxins that might have a material adverse effect on the environment. Based on a general survey of the Bank's loan portfolio, conversations with local appraisers and the type of lending currently and historically done by the Bank, we are not presently aware of any actual liability for hazardous waste contamination that would be reasonably likely to have a material adverse effect on the Company as of February 21, 2014. The Bank is aware of environmental contamination which affects a Bank-owned property acquired in the FCAL acquisition. However, a remediation plan has been in place for a number of years and the expense associated with the remediation is presently being borne by the adjacent property owner from whence the contamination originates. Finally, we are not aware of any physical or regulatory consequence resulting from climate change that would have a material adverse effect upon the Company.
We maintain an Internet website at www.pacwestbancorp.com, and a website for Pacific Western at www.pacificwesternbank.com. At www.pacwestbancorp.com and via the "Investor Relations" link at the Bank's website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, as soon as reasonably practicable after such forms are electronically filed with, or furnished to, the SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room, located at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the Company's filings on the SEC site. These documents may also be obtained in print upon request by our stockholders to our Investor Relations Department.
We have adopted a written code of ethics that applies to all directors, officers and employees of the Company, including our principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission promulgated thereunder. The code of ethics, which we call our Code of Business Conduct and Ethics, is available on our corporate website, www.pacwestbancorp.com in the section entitled "Corporate Governance." In the event that we make changes in, or provide waivers from, the provisions of this code of ethics that the SEC requires us to disclose, we intend to disclose these events on our corporate website in such section. In the Corporate Governance section of our corporate website, we have also posted the charters for our Audit Committee and our Compensation, Nominating and Governance Committee, as well as our Corporate Governance Guidelines. In addition, information concerning purchases and sales of our equity securities by our executive officers and directors is posted on our website.
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Our Investor Relations Department can be contacted at PacWest Bancorp, 275 N. Brea Blvd., Brea, CA 92821, Attention: Investor Relations, telephone (714) 671-6800, or via e-mail to investor-relations@pacwestbancorp.com.
All website addresses given in this document are for information only and are not intended to be an active link or to incorporate any website information into this document.
This Annual Report on Form 10-K contains certain forward-looking information about the Company, which statements are 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:
- •
- lower than expected revenues;
- •
- credit quality deterioration or pronounced and sustained reduction in real estate market values resulting in an increase
in the allowance for credit losses and a reduction in earnings;
- •
- increased competitive pressure among depository institutions;
- •
- the Company's ability to complete future acquisitions, including the CapitalSource merger, and to successfully integrate
such acquired entities or achieve expected benefits, synergies and/or operating efficiencies within expected time-frames or at all;
- •
- the Company's ability to obtain regulatory approvals and meet other closing conditions to the CapitalSource merger, on the
expected terms and schedule;
- •
- difficulties and delays in integrating the Company and CapitalSource businesses or fully realizing cost savings and other
benefits;
- •
- business disruption following the proposed CapitalSource merger;
- •
- if the CapitalSource merger is completed, additional regulatory requirements associated with being a bank and bank holding
company with assets in excess of $10 billion;
- •
- 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 interest margins;
- •
- asset/liability repricing risks and liquidity risks;
- •
- pending legal matters may take longer or cost 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 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
and uncertainties in the Middle East;
- •
- legislative or regulatory requirements or changes adversely affecting the Company's business;
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- •
- changes in the securities markets; and
- •
- regulatory approvals for any capital activities or payment of dividends cannot be obtained, or are not obtained on terms expected or on the anticipated schedule.
If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed in, implied or projected by, such forward-looking statements. Therefore, readers should be mindful that forward-looking statements are not guarantees of future performance and that they are subject to known and unknown risks and uncertainties that are difficult to predict. Except as required by law, we undertake no, and hereby disclaim any, obligation to update any forward-looking statements, whether as a result of new information, changed circumstances or otherwise. For additional information concerning risks and uncertainties related to us and our operations, please refer to Items 1 through 7A of this Annual Report on Form 10-K.
Ownership of our common stock involves risk. You should carefully consider, in addition to the other information set forth herein, the following risk factors.
Our business has been and may continue to be adversely affected by current conditions in the financial markets and economic conditions generally.
From December 2007 through June 2009, the U.S. economy was in recession and economic recovery through 2013 has been sluggish. As a result, the global financial markets have undergone and may continue to experience pervasive and fundamental disruptions. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers' underlying financial strength. While economic conditions have shown signs of improvement, the sustainability of an economic recovery is uncertain as business activity across a wide range of industries continues to face difficulties due to cautious business spending, a general lack of consumer spending, and sustained high levels of unemployment.
A sustained weakness or further weakening in business and economic conditions generally or specifically in the principal markets in which we do business could have one or more of the following adverse effects on our business:
- •
- a decrease in the demand for loans and other products and services offered by us;
- •
- a decrease in deposit balances due to overall reductions in the accounts of customers;
- •
- a decrease in the value of our loans or other assets secured by consumer or commercial real estate;
- •
- a decrease in net interest income derived from our lending and deposit gathering activities;
- •
- an impairment of certain intangible assets; or
- •
- an increase in the number of borrowers who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us. An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level of nonperforming assets, net charge-offs and provision for credit losses.
Overall, the economic downturn has had an adverse effect on our business, and there can be no assurance that the economic recovery will be sustainable in the near term. If economic conditions worsen or remain volatile, we expect our business, financial condition and results of operations to be adversely affected.
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Changes in economic conditions, in particular a reversal of the economic recovery in Southern California, could materially and adversely affect our business.
Our business is directly impacted by factors such as economic, political and market conditions, broad trends in industry and finance, legislative and regulatory changes, and changes in government monetary and fiscal policies and inflation, all of which are beyond our control. Although the Southern California economy continues to recover from the 2008 - 2009 recession, the region's recovery has lagged the rate of recovery of the national economy. The California unemployment rate remains elevated compared to the national rate and the state's overall economy continues to be negatively impacted by weaknesses in housing and employment in the inland regions. If there is a reversal of the the current fragile economic recovery, the Company could experience an increase in nonaccrual and classified loans, which generally results in a provision for credit losses and in turn reduces the Company's net earnings. Any further deterioration in the economic conditions, whether caused by national or local concerns, could materially and adversely affect our business. In particular, deterioration of the economic conditions in Southern California could result in the following consequences, any of which could materially and adversely affect our business: loan delinquencies may increase; problem assets and foreclosures may increase; demand for our products and services may decrease; low cost or noninterest bearing deposits may decrease; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing customers' borrowing power, and reducing the value of assets and collateral associated with our existing loans. Until conditions provide for sustained improvement, our business, financial condition and results of operations may be adversely affected.
Further disruptions in the real estate market could materially and adversely affect our business.
In conjunction with the recent financial crisis, the real estate market experienced a slow-down due to negative economic trends and credit market disruption, the impacts of which are not yet completely known or quantified. At December 31, 2013, 65% and 5% of our total gross loans, both non-covered and covered, were comprised of real estate mortgage loans and real estate construction loans, respectively. While the real estate market has shown signs of recovery, we continue to observe in the marketplace tighter credit underwriting and higher premiums on liquidity, both of which may continue to place downward pressure on real estate values. Any further downturn in the real estate market could materially and adversely affect our business because a significant portion of our non-covered loans is secured by real estate. Our ability to recover on defaulted non-covered loans by selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted non-covered loans. Substantially all of our real property collateral is located in Southern California. If there were a further decline in real estate values, especially in Southern California, the collateral for our non-covered loans would provide less security. Real estate values could be affected by, among other things, a worsening of economic conditions, an increase in foreclosures, a decline in home sale volumes, an increase in interest rates, continued high levels of unemployment, earthquakes, droughts, wild fires and other natural disasters particular to California.
Our business is subject to interest rate risk, and variations in interest rates may materially and adversely affect our financial performance.
Changes in the interest rate environment may reduce our profits. It is expected that we will continue to realize income from the differential or "spread" between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. Changes in market interest rates generally affect loan volume, loan yields, funding sources and funding costs. Our net interest spread depends on many factors that are partly or completely out of our control, including competition, federal economic monetary and fiscal policies, and general economic conditions.
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While an increase in the general level of interest rates may increase our loan yield, it may adversely affect the ability of certain borrowers with variable-rate loans to pay the interest on and principal of their obligations. In addition, an increase in market interest rates on loans is generally associated with a lower volume of loan originations, which may reduce earnings. Following an increase in the general level of interest rates, our ability to maintain a positive net interest spread is dependent on our ability to increase our loan offering rates, replace loan maturities with new originations, minimize increases on our deposit rates, and maintain an acceptable level and mix of funding. We cannot provide assurances that we will be able to increase our loan offering rates and continue to originate loans due to the competitive landscape in which we operate. Additionally, we cannot provide assurances that we can minimize the increases in our deposit rates while maintaining an acceptable level of deposits. Finally, we cannot provide any assurances that we can maintain our current levels of noninterest bearing deposits as customers may seek higher yielding products when rates increase.
Following a decline in the general level of interest rates, our ability to maintain a positive net interest spread is dependent on our ability to reduce the interest paid on deposits, borrowings, and other interest-bearing liabilities. We cannot provide assurance that we would be able to lower the rates paid on deposit accounts to support our liquidity requirements as lower rates may result in deposit outflows.
Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume, liquidity, and overall profitability. We cannot assure you that we can minimize our interest rate risk.
We face strong competition from financial services companies and other companies that offer banking services, which could materially and adversely affect our business.
We conduct our banking operations primarily in Southern California. Increased competition in our market may result in reduced loans and deposits or less favorable loan and deposit terms. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer the same banking services that we offer in our service areas. These competitors include national banks, regional banks and other community banks. We also face competition from many other types of financial institutions, including without limitation, savings and loan institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, our competitors include several major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and ATMs and conduct extensive promotional and advertising campaigns.
Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits, and the range and quality of products and services provided, including new technology driven products and services. Technological innovation continues to contribute to greater competition in domestic and international financial services markets as technological advances enable more companies to provide financial services. We also face competition from out-of-state financial intermediaries that have opened production offices or that solicit deposits in our market areas. Should competition in the financial services industry intensify, our ability to market our products and services may be adversely affected. If we are unable to attract and retain banking customers, we may be unable to grow or maintain the levels of our loans and deposits and our results of operations and financial condition may be adversely affected.
Competition from financial institutions seeking to maintain adequate liquidity places upward pressure on the rates paid on certain deposit accounts relative to the level of market interest rates during times of both decreasing and increasing market liquidity. To maintain both attractive and
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adequate levels of liquidity, without exhausting secondary sources of liquidity, we may incur increased deposit costs.
Several rating agencies publish unsolicited ratings of the financial performance and relative financial health of many banks, including Pacific Western, based on publicly available data. As these ratings are publicly available, a decline in the Bank's ratings may result in deposit outflows or the inability of the Bank to raise deposits in the secondary market as broker-dealers and depositors may use such ratings in deciding where to deposit their funds.
We may need to raise additional capital in the future and such capital may not be available when needed or at all.
We may need to raise additional capital in the future to provide us with sufficient capital resources and liquidity to meet our commitments and business needs. As a publicly traded company, a likely source of additional funds is the capital markets, accomplished generally through the issuance of equity, both common and preferred stock, and the issuance of subordinated debentures. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial performance. The current economic conditions and the loss of confidence in financial institutions may increase our cost of funding and limit our access to some of our customary sources of liquidity, including, but not limited to, the capital markets, inter-bank borrowings, repurchase agreements and borrowings from the discount window of the FRB.
We cannot assure you that access to such capital and liquidity will be available to us on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, or depositors of the Bank or counterparties participating in the capital markets, may materially and adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. An inability to raise additional capital on acceptable terms when needed could have a materially adverse effect on our business.
We are subject to extensive regulation, which could materially and adversely affect our business.
Our operations are subject to extensive regulation by federal and state governmental authorities, and we are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. The Dodd-Frank Act, enacted in July 2010, instituted major changes to the banking and financial institutions regulatory regimes. Regulations affecting banks and other financial institutions, such as the Dodd-Frank Act, are undergoing continuous review and change frequently; the ultimate effect of such changes cannot be predicted. Because our business is highly regulated, compliance with such regulations and laws may increase our costs and limit our ability to pursue business opportunities. Also, participation in specific government stabilization programs may subject us to additional restrictions. There can be no assurance that laws, rules and regulations will not be proposed or adopted in the future, which could (i) make compliance much more difficult or expensive, (ii) restrict our ability to originate, broker or sell loans or accept certain deposits, (iii) further limit or restrict the amount of commissions, interest or other charges earned on loans originated or sold by us, or (iv) otherwise materially and adversely affect our business or prospects for business.
The Dodd-Frank Act has had and will continue to have material implications for the Company and the entire financial services industry. Among other things it has had or will or potentially could have the following effects:
- •
- together with regulations implementing Basel reforms, affect the levels of capital and liquidity with which we must operate and how we plan capital and liquidity levels;
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- •
- subject us to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance
fees to the FDIC;
- •
- impact our ability to invest in certain types of entities or engage in certain activities;
- •
- restrict the nature of our incentive compensation programs for executive officers;
- •
- subject us to the new Consumer Financial Protection Bureau, with its very broad rule-making and enforcement authorities;
and
- •
- subject us to new and different litigation and regulatory enforcement risks.
As the Dodd-Frank Act requires that many studies be conducted and that hundreds of regulations be written in order to fully implement it, the full impact of this legislation on us, our business strategies, and financial performance cannot be known at this time, and may not be known for a number of years. However, these impacts are expected to be substantial and some of them are likely to adversely affect us and our financial performance. The Dodd-Frank Act and related regulations may also require us to invest significant management attention and resources to make any necessary changes, and could therefore also adversely affect our business, financial condition and results of operations. Furthermore, if the CapitalSource merger is consummated, we will be subject to substantial additional regulation. See "Risk Factors—Risks Relating to the Pending Merger with CapitalSource—If the CapitalSource merger is consummated, we will be subject to substantial additional regulation."
Additionally, in order to conduct certain activities, including acquisitions, we are required to obtain regulatory approval. There can be no assurance that any required approvals can be obtained, or obtained without conditions or on a timeframe acceptable to us. For more information, please see "Item 1. Business—Supervision and Regulation."
We are subject to capital adequacy standards, and a failure to meet these standards could adversely affect our financial condition.
The Company and the Bank are each subject to capital adequacy and liquidity guidelines and other regulatory requirements specifying minimum amounts and types of capital that must be maintained. From time to time, the regulators implement changes to these regulatory capital adequacy and liquidity guidelines. If we fail to meet these minimum capital and liquidity guidelines and other regulatory requirements, we or our subsidiaries may be restricted in the types of activities we may conduct and may be prohibited from taking certain capital actions, such as paying dividends and repurchasing or redeeming capital securities.
In particular, the capital requirements applicable to the Company and the Bank under the recently adopted Basel III capital rules are in the process of being phased-in. Once these new rules take effect, we will be required to satisfy additional and more stringent capital adequacy and liquidity standards than we have in the past. Additionally, stress testing requirements may have the effect of requiring us to comply with the requirements of the Basel III capital rules, or potentially even greater capital requirements, sooner than expected. While we expect to meet the requirements of the Basel III capital rules, inclusive of the capital conservation buffer, as phased in by the Federal Reserve, these requirements could have a negative impact on our ability to lend, grow deposit balances, make acquisitions and make capital distributions in the form of increased dividends or share repurchases. Higher capital levels could also lower our return on equity.
For more information concerning our compliance with capital and liquidity requirements, see "Item 1. Business—Supervision and Regulation—Capital Requirements."
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The Dodd-Frank repeal of federal prohibitions on payment of interest on demand deposits could increase our interest expense.
All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act. As a result, financial institutions can offer interest on demand deposits to compete for clients. Our interest expense will increase and our net interest margin will decrease if the Bank begins offering interest on demand deposits to attract additional customers or maintain current customers, which could have a material adverse effect on our business, financial condition and results of operations.
Emergency measures designed to stabilize the U.S. financial system are beginning to wind down.
Since the middle of 2008, in addition to the programs initiated under the Emergency Economic Stabilization Act of 2008, other regulators and federal agencies have taken steps to attempt to stabilize and add liquidity to the financial markets. Some of these programs have begun to expire and the impact of the expiration of these programs on the financial industry and the economic recovery is unknown. A slowdown in or reversal of the economic recovery could have a material adverse effect on our business, financial condition and results of operations.
Increases in or required prepayments of FDIC insurance premiums may adversely affect our earnings.
We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance and premiums may be increased or accelerated in the future. Since 2008, higher levels of bank failures dramatically increased resolution costs of the FDIC and depleted the deposit insurance fund. In addition, the FDIC instituted temporary programs, some of which were made permanent by the Dodd-Frank Act, to further insure customer deposits at FDIC insured banks, which have placed additional stress on the deposit insurance fund.
In order to maintain a strong funding position and restore reserve ratios of the deposit insurance fund, the FDIC increased assessment rates of insured institutions. In addition, on November 12, 2009, the FDIC adopted a rule requiring banks to prepay three years' worth of premiums to replenish the depleted insurance fund.
Historically, the FDIC utilized a risk-based assessment system that imposed insurance premiums based upon a risk matrix that takes into account several components including but not limited to the bank's capital level and supervisory rating. Pursuant to the Dodd-Frank Act, the FDIC amended its regulations to base insurance assessments on the average consolidated assets less the average tangible equity of the insured depository institution during the assessment period.
Any future increases in or required prepayments of FDIC insurance premiums may adversely affect our financial condition or results of operations.
Our information systems may experience an interruption or security breach.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability.
30
We are exposed to risk of environmental liabilities with respect to properties to which we take title.
In the course of our business, we may own or foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. We may be held liable by a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, as the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If we ever become subject to significant environmental liabilities, our business, financial condition, liquidity and results of operations could be materially and adversely affected.
We may not pay dividends on common stock.
Our stockholders are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically declared cash dividends on our common stock, we are not required to do so and may reduce or eliminate our common stock dividend in the future. Our ability to pay dividends to our stockholders is subject to the restrictions set forth in Delaware law, by our federal regulator, and by certain covenants contained in the indentures governing the trust preferred securities issued by us or entities we have acquired. Notification to the FRB is also required prior to our declaring and paying a cash dividend to our stockholders during any period in which our quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. We may not pay a dividend should the FRB object until such time as we receive approval from the FRB or we no longer need to provide notice under applicable regulations. See "Item 5. Market for Registrant's Common Equity and Related Stockholder Matters—Dividends" for more information on these restrictions. In addition, we may be restricted by applicable law or regulation or actions taken by our regulators, or as a result of our participation in any specific government stabilization programs, now or in the future, from paying dividends to our stockholders. Accordingly, we cannot assure you that we will continue paying dividends on our common stock at current levels or at all. Our failure to pay dividends on our common stock could have a material adverse effect on the market price of our common stock.
The primary source of the holding company's liquidity from which, among other things, we pay dividends is the receipt of dividends from the Bank.
The holding company, PacWest, is a legal entity separate and distinct from the Bank and our other subsidiaries. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the FRB, the FDIC and/or the DBO could assert that payment of dividends or other payments is an unsafe or unsound practice, or that such regulatory authority may impose restrictions on the Bank's ability to pay dividends as a condition to the Bank's participation in any stabilization program. In the event the Bank is unable to pay dividends to the holding company, it is likely that we, in turn, would have to stop paying dividends on our common stock and may have difficulty meeting our other financial obligations, including payments in respect of any outstanding indebtedness or trust preferred securities. The inability of the Bank to pay dividends to us could have a material adverse effect on the market price of our common stock. See "Item 1. Business—Supervision and Regulation" for additional information on the regulatory restrictions to which we and the Bank are subject.
Only a limited trading market exists for our common stock, which could lead to price volatility.
Our common stock trades on The NASDAQ Global Select Market under the symbol "PACW" and our trading volume is generally modest. The limited trading market for our common stock may cause fluctuations in the market value of our common stock to be exaggerated, leading to price volatility in
31
excess of that which would occur in a more active trading market of our common stock. In addition, even if a more active market in our common stock develops, we cannot assure you that such a market will continue or that stockholders will be able to sell their shares.
Our allowance for credit losses may not be adequate to cover actual losses.
In accordance with accounting principles generally accepted in the United States, we maintain an allowance for loan and lease losses to provide for loan and lease defaults and non-performance and a reserve for unfunded loan commitments, which, when combined, we refer to as the allowance for credit losses. Our allowance for credit losses may not be adequate to address actual credit losses, and future provisions for credit losses could materially and adversely affect our operating results. Our allowance for credit losses is based on prior experience and an evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond our control, and these losses may exceed current estimates. Our federal and state regulators, as an integral part of their examination process, review our loans and leases and allowance for credit losses. While we believe our allowance for credit losses is appropriate for the risk identified in the Company's loan and lease portfolio, we cannot assure you that we will not further increase the allowance for credit losses, that it will be sufficient to address losses, or that regulators will not require us to increase this allowance. Any of these occurrences could materially and adversely affect our earnings. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information.
Our acquisitions may subject us to unknown risks.
We have completed 26 acquisitions since May 2000. In addition, the CapitalSource merger is pending. Certain events may arise after the date of an acquisition, or we may learn of certain facts, events or circumstances after the closing of an acquisition, that may affect our financial condition or performance or subject us to risk of loss. These events include, but are not limited to: litigation resulting from circumstances occurring at the acquired entity prior to the date of acquisition; loan downgrades and credit loss provisions resulting from underwriting of certain acquired loans determined not to meet our credit standards; personnel changes that cause instability within a department; delays in implementing new policies or procedures or the failure to apply new policies or procedures; and other events relating to the performance of our business. Acquisitions involve inherent uncertainty and we cannot determine all potential events, facts and circumstances that could result in loss or give assurances that our investigation or mitigation efforts will be sufficient to protect against any such loss.
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.
We currently depend heavily on the services of our chairman, John Eggemeyer, our chief executive officer, Matthew Wagner, and a number of other key management personnel. The loss of Mr. Eggemeyer's or Mr. Wagner's services or that of other key personnel could materially and adversely affect our results of operations and financial condition. Our success also depends, in part, on our ability to attract and retain additional qualified management personnel. Competition for such personnel is strong in the banking industry, and we may not be successful in attracting or retaining the personnel we require.
Concentrated ownership of our common stock creates a risk of sudden changes in our share price.
As of February 18, 2014, directors and members of our executive management team owned or controlled approximately 4% of our common stock, excluding shares that may be issued to executive officers upon vesting of restricted stock awards. Investors who purchase our common stock may be subject to certain risks due to the concentrated ownership of our common stock. The sale by any of our large stockholders of a significant portion of that stockholder's holdings could have a material adverse
32
effect on the market price of our common stock. In addition, the registration of any significant amount of additional shares of our common stock will have the immediate effect of increasing the public float of our common stock and any such increase may cause the market price of our common stock to decline or fluctuate significantly.
Our largest stockholder is a registered bank holding company, and the activities and regulation of such stockholder may materially and adversely affect the permissible activities of the Company.
CapGen Capital Group II LP, which we refer to as CapGen, beneficially owned approximately 9% of the Company as of February 18, 2014. CapGen is a registered bank holding company under the BHCA and is regulated by the FRB. Under the Dodd-Frank Act and related regulations, bank holding companies must be a "source of strength" for their subsidiaries. See "Item 1. Business—Supervision and Regulation—Bank Holding Company Regulation" for more information. Regulation of CapGen by the FRB may materially and adversely affect the activities and strategic plans of the Company should the FRB determine that CapGen or any other company in which either has invested has engaged in any unsafe or unsound banking practices or activities. While we have no reason to believe that the FRB is proposing to take any action with respect to CapGen that would adversely affect the Company, we remain subject to such risk.
A natural disaster could harm the Company's business.
Historically, California, in which a substantial portion of our business is located, has been susceptible to natural disasters, such as earthquakes, floods, droughts and wild fires and is currently in the midst of an ongoing drought. The nature and level of natural disasters cannot be predicted and may be exacerbated by global climate change. These natural disasters could harm our operations through interference with communications, including the interruption or loss of our computer systems, which could prevent or impede the Company from gathering deposits, originating loans and processing and controlling its flow of business, as well as through the destruction of facilities and our operational, financial and management information systems. Additionally, natural disasters could negatively impact the values of collateral securing our loans and interrupt our borrowers' abilities to conduct their business in a manner to support their debt obligations, either of which could result in losses and increased provisions for credit losses.
Our decisions regarding the fair value of assets acquired, including the realization of the FDIC loss sharing asset, could be inaccurate which could materially and adversely affect our business, financial condition, results of operations, and future prospects.
Management makes various assumptions and judgments about the collectability of acquired loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In FDIC-assisted acquisitions that include loss sharing agreements, we may record a loss sharing asset that we consider adequate to absorb future losses, which may occur in the acquired loan portfolio. In determining the realization of the loss sharing asset, we analyze the expected cash flows, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions, and other pertinent information. If our assumptions are incorrect, the balance of the FDIC loss sharing asset may at any time be insufficient to cover future loan losses or subject to accelerated amortization. Any increase in future losses on loans and other assets covered by loss sharing agreements as well as any decrease in the expected cash flows from the FDIC could have a negative effect on our operating results.
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Our ability to obtain reimbursement under the loss sharing agreements on covered assets depends on our compliance with the terms of the loss sharing agreements.
Management must certify to the FDIC on a quarterly basis our compliance with the terms of the FDIC loss sharing agreements as a prerequisite to obtaining reimbursement from the FDIC for realized losses on covered assets. The required terms of the agreements are extensive and failure to comply with any of the guidelines could result in a specific asset or group of assets temporarily or permanently losing their loss sharing coverage. Additionally, management may decide to forgo loss share coverage on certain assets to allow greater flexibility over the management of certain assets. As of December 31, 2013, $473.6 million, or 7.2%, of the Company's assets, were covered by FDIC loss sharing agreements.
Under the terms of the FDIC loss sharing agreements, the assignment or transfer of the loss sharing agreement to another entity generally requires the written consent of the FDIC. Based on the manner in which assignment is defined in the agreements, the following events require the prior written consent of the FDIC for the applicable loss sharing agreements to continue:
- 1.
- a
merger or consolidation of the Bank with or into another financial institution if the stockholders of the Bank will own less than 66.66% of the equity of
the consolidated entity;
- 2.
- a
merger or consolidation of the Company with or into another company if the stockholders of the Company will own less than 66.66% of the equity of the
consolidated entity;
- 3.
- the
sale of all or substantially all of the Bank's assets to another financial institution; and
- 4.
- a sale of shares by any one or more stockholders that will effect a change in control of the Bank, as determined by the FDIC with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j).
No assurances can be given that we will manage the covered assets in such a way as to always maintain loss share coverage on all such assets.
Risks Related to the Pending Merger with CapitalSource
On July 22, 2013, the Company announced it had entered into the CapitalSource merger agreement. The Company may be subject to the following risk factors in connection with the pending merger with CapitalSource:
Combining the Company and CapitalSource may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.
The success of the CapitalSource merger will depend on, among other things, the Company's ability to combine the businesses of PacWest and CapitalSource. If the Company is not able to successfully achieve this objective, the anticipated benefits of the CapitalSource merger may not be realized fully, or at all, or may take longer to realize than expected.
The Company and CapitalSource have operated and, until the consummation of the CapitalSource merger, will continue to operate independently. To realize the anticipated benefits and cost savings, after the completion of the CapitalSource merger, the Company expects to integrate CapitalSource's business into its own. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of the Company or CapitalSource or inconsistencies in standards, controls, procedures and policies. The loss of key employees could have an adverse effect on the Company's financial results and the value of our common stock. It is also possible that clients, customers, depositors and counterparties of the Company or CapitalSource could choose to discontinue their relationships with the Company post-merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the Company. These transition matters could have an
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adverse effect on the Company during the pre-merger period and for an undetermined amount of time after the consummation of the CapitalSource merger.
The Company expects to incur substantial expenses related to the CapitalSource merger.
The Company expects to incur substantial expenses in connection with consummation of the CapitalSource merger and combining the business, operations, networks, systems, technologies, policies and procedures of CapitalSource with those of the Company. Although the Company has assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of such combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the CapitalSource merger could, particularly in the near term, exceed the savings that the Company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the CapitalSource merger. As a result of these expenses, the Company expects to take charges against our earnings before and after the completion of the CapitalSource merger. The charges taken in connection with the CapitalSource merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.
Failure of the CapitalSource merger to be completed, termination of the merger agreement or a significant delay in the consummation of the CapitalSource merger could negatively impact the Company.
The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the CapitalSource merger. Remaining conditions include: (i) receipt of requisite regulatory approvals subject to certain limitations set forth in the merger agreement and (ii) absence of any governmental order or law prohibiting completion of the CapitalSource merger.
The obligation of each party to consummate the CapitalSource merger is also conditioned upon: (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the merger agreement, (iii) the adjusted stockholders' equity of the other party being in excess of a specified level, (iv) receipt by such party of a tax opinion to the effect that the CapitalSource merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and (v) the absence of a material adverse effect with respect to the other party since the date of the merger agreement. The Company and CapitalSource have agreed to use their respective reasonable best efforts to obtain all necessary regulatory approvals for the CapitalSource merger. The parties will not be required to take any action, or agree to any condition or restriction, in connection with obtaining any regulatory permits, consents, approvals and authorizations of governmental authorities that would reasonably be likely, in each case following the effective time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a material adverse effect with respect to the combined company and its subsidiaries, taken as a whole or (ii) require the Company or the Bank to raise additional capital in an amount that would materially reduce the economic benefits of the CapitalSource merger to the holders of Company common stock (including the CapitalSource stockholders in respect of the shares of Company common stock received by them in the CapitalSource merger).
The remaining conditions to the consummation of the CapitalSource merger may not be fulfilled and, accordingly, the CapitalSource merger may not be completed. In addition, if the CapitalSource merger is not completed by July 31, 2014, either the Company or CapitalSource may choose not to proceed with the CapitalSource merger, and the parties can mutually decide to terminate the merger agreement at any time.
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If the CapitalSource merger is not consummated, the ongoing business, financial condition and results of operations of the Company may be materially adversely affected and the market price of the Company's common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the CapitalSource merger will be consummated. If the consummation of the CapitalSource merger is delayed, the business, financial condition and results of operations of the Company may be materially adversely affected. Additionally, if the merger agreement is terminated, under certain circumstances, the Company may be required to pay a termination fee to CapitalSource in the amount of $59 million.
In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the CapitalSource merger were not completed, the Company would have to recognize these expenses without realizing the expected benefits of the transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the CapitalSource merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to the Company's ongoing business during the pendency of the CapitalSource merger, could have a material adverse effect on the Company's business, financial condition and results of operations.
Additionally, the Company's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the CapitalSource merger, without realizing any of the anticipated benefits of completing the CapitalSource merger, and the market price of the Company's common stock might decline to the extent that the current market price reflects a market assumption that the CapitalSource merger will be completed. If the merger agreement is terminated and the board of directors seeks another merger or business combination, our stockholders cannot be certain that the Company will be able to find a party willing to engage in a transaction on more attractive terms than the CapitalSource merger.
We are subject to business uncertainties and contractual restrictions while the CapitalSource merger is pending.
Uncertainty about the effect of the CapitalSource merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of the Company. These uncertainties may impair the Company's ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the CapitalSource merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the CapitalSource merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with us to seek to change existing business relationships with us or fail to extend an existing relationship with us. In addition, competitors may target the Company's existing customers by highlighting potential uncertainties and integration difficulties that may result from the CapitalSource merger.
The Company has a small number of key personnel. The pursuit of the CapitalSource merger and the preparation for the integration may place a burden on the Company's management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on the Company's business, financial condition and results of operations.
In addition, the merger agreement restricts the Company from taking certain actions without CapitalSource's consent while the CapitalSource merger is pending. These restrictions may, among other matters, prevent the Company from pursuing otherwise attractive business opportunities, selling assets, incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the merger agreement, entering into other transactions or making other changes to the
36
Company's business prior to consummation of the CapitalSource merger or termination of the merger agreement. These restrictions could have a material adverse effect on the Company's business, financial condition and results of operations.
The per share cash consideration to be paid in the CapitalSource merger and the exchange ratio are fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or results of operations, or in the event of any change in our stock price.
The merger consideration of $2.47 per share and the exchange ratio of 0.2837 of a share of PacWest common stock are fixed in the CapitalSource merger agreement and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or results of operations, or changes in the market price of, analyst estimates of, or projections relating to, PacWest common stock. Any change in the market price of our common stock prior to the completion of the CapitalSource merger may affect the value of the stock component of the merger consideration that CapitalSource stockholders will receive upon completion of the CapitalSource merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our business, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond our control.
If the CapitalSource merger is consummated, we will be subject to substantial additional regulation.
If the CapitalSource merger is consummated, we will be subject to substantial additional regulation. Areas of additional regulation will include, but not be limited to, more sophisticated stress testing, additional capital requirements, including potentially the phase out of our trust preferred securities as Tier 1 capital that otherwise would have been grandfathered, more rigorous capital planning, enhanced governance standards, including those relating to risk management, higher FDIC deposit insurance assessments and direct oversight and examination by the Consumer Financial Protection Bureau. These additional regulatory requirements could divert management's attention away from ongoing business concerns, place a burden on internal resources, impose additional costs or limitations on the Company and affect our profitability.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
Before the CapitalSource merger and the bank merger in connection therewith, may be completed, various approvals must be obtained from bank regulatory authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the CapitalSource merger or of imposing additional costs or limitations on the Company following the CapitalSource merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the CapitalSource merger that are not anticipated or cannot be met. If the consummation of the CapitalSource merger is delayed, including by a delay in receipt of necessary governmental approvals, the business, financial condition and results of operations of the Company may also be materially adversely affected.
The CapitalSource merger will result in changes to the board of directors of the Company.
Upon completion of the CapitalSource merger, the composition of the board of directors of the Company will be different from the current board composition. The Company's board of directors currently consists of 15 directors. Upon the completion of the CapitalSource merger, the board of directors of the Company will consist of 13 members, eight of whom will be designated by the Company, and five of whom will be designated by CapitalSource, each of whom will be mutually
37
agreeable to the Company and CapitalSource. This new composition of the board of directors of the Company may affect the future decisions of the Company.
In connection with the announcement of the CapitalSource merger agreement, 11 lawsuits have been filed and are pending, seeking, among other things, to enjoin the CapitalSource merger, and an adverse judgment in this lawsuit may prevent the CapitalSource merger from becoming effective within the expected time frame (if at all).
Since July 24, 2013, 11 putative stockholder class action lawsuits, referred to as the merger litigations, were filed against CapitalSource, PacWest and certain other defendants in connection with the CapitalSource merger agreement. Five of the 11 actions were filed in Superior Court of California, Los Angeles County: (1) Engel v. CapitalSource Inc. et al., Case No. BC516267, filed on July 24, 2013; (2) Miller v. Fremder et al., Case No. BC516590, filed on July 29, 2013; (3) Basu v. CapitalSource Inc. et al., Case No. BC516775, filed on July 31, 2013; (4) Holliday v. PacWest Bancorp et al., Case No. BC517209, filed on August 5, 2013; and (5) Iron Workers Mid-South Pension Fund v. CapitalSource Inc. et al., Case No. BC517698, filed on August 8, 2013, referred to as the California actions. The other six actions were filed in the Court of Chancery of the State of Delaware: (1) Fosket v. Byrnes et al., Case No. 8765, filed on August 1, 2013; (2) Bennett v. CapitalSource Inc. et al., Case No. 8770, filed on August 2, 2013; (3) Chalfant v. CapitalSource et al., Case No. 8777, filed on August 6, 2013; (4) Oliveira v. CapitalSource Inc. et al., Case No. 8779, filed on August 7, 2013; (5) Desai v. CapitalSource Inc. et al., Case No. 8804, filed on August 13, 2013; and (6) Fattore v. CapitalSource Inc. et al., Case No. 8927, filed on September 19, 2013, referred to as the Delaware actions.
The merger litigations allege variously that the members of the CapitalSource board of directors breached its fiduciary duties to CapitalSource stockholders by approving the CapitalSource merger for inadequate consideration; approving the transaction in order to obtain benefits not equally shared by other CapitalSource stockholders; entering into the CapitalSource merger agreement containing preclusive deal protection devices; failing to take steps to maximize the value to be paid to the CapitalSource stockholders; and failing to disclose material information regarding the proposed transaction. Each of the merger litigations also alleges claims against CapitalSource and PacWest for aiding and abetting these alleged breaches of fiduciary duties. Plaintiffs generally seek, among other things, declaratory and injunctive relief concerning the alleged breaches of fiduciary duties, injunctive relief prohibiting consummation of the CapitalSource merger, rescission, an accounting by defendants, damages and attorneys' fees and costs, and other and further relief.
On December 20, 2013, the parties in the California and Delaware actions entered into a Memorandum of Understanding setting forth the terms of an agreement in principle to settle both the California and Delaware Actions, subject to certain conditions and future occurrences. A further status conference is set in the California Actions for May 5, 2014. The Company expects to appear in the Delaware actions for Court approval in the event a settlement is finalized by the parties. At this stage, it is not possible to predict the outcome of the proceedings or their impact on CapitalSource or the Company. If final settlement is not reached and the plaintiffs are successful in enjoining the consummation of the CapitalSource merger, the lawsuit may prevent the CapitalSource merger from becoming effective within the expected timeframe (or at all).
The Company may not be able to realize the Company's and CapitalSource's deferred income tax assets.
CapitalSource has substantial operating losses for federal and state income tax purposes that can generally be utilized to offset future taxable income of CapitalSource, and, under certain circumstances, the Company after the consummation of the CapitalSource merger.
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If CapitalSource or the combined company were to undergo a change in ownership of more than 50% of its capital stock over a three-year period as measured under Section 382 of the Internal Revenue Code, the ability to utilize such net operating loss carryforwards and other tax attributes to offset future taxable income would be substantially limited. The annual limit would generally equal the product of the applicable long term tax exempt interest rate and the value of the relevant entity's capital stock immediately before the ownership change. These changes of ownership rules generally focus on ownership changes involving stockholders owning directly or indirectly 5% or more of a company's outstanding stock, including certain public groups of stockholders as set forth under Section 382, and those arising from new stock issuances and other equity transactions. The determination of whether an ownership change occurs is complex and not entirely within CapitalSource's or the combined company's control.
To preserve CapitalSource's ability to utilize its net operating losses, CapitalSource has adopted a tax benefit preservation plan, which is triggered upon certain transfers of CapitalSource securities. The Company plans to adopt a substantially similar tax benefit preservation plan upon consummation of the merger. The tax benefit preservation plan is generally designed to deter direct and indirect acquisitions of common stock if such acquisition would result in a stockholder becoming a "5-percent shareholder" (as defined by Section 382 and the related Treasury regulations) or increases the percentage ownership of common stock that is treated as owned by an existing 5-percent shareholder. CapitalSource's and the combined company's ability to utilize NOLs to offset its future taxable income would be limited if CapitalSource or the combined company were to undergo an "ownership change" within the meaning of Section 382 of the Internal Revenue Code.
Although the tax benefit preservation plans are intended to reduce the likelihood of an ownership change that could adversely affect CapitalSource or the combined company, there can be no assurance that such restrictions would prevent all transfers that could result in such an ownership change and thus no assurance can be given as to whether CapitalSource or the combined company could utilize the net operating losses to offset future taxable income. Additionally, because the tax benefit preservation plans may have the effect of restricting a stockholder's ability to dispose of or acquire the common stock of the Company, the liquidity and market value of common stock might suffer.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
As of February 22, 2014, we had a total of 108 properties consisting of 73 operating branch offices, four annex offices, four operations centers, 16 loan production offices, and 11 other properties. We own seven locations and the remaining properties are leased. Almost all properties are located in Southern California. Pacific Western's principal office is located at 10250 Constellation Blvd., Suite 1640, Los Angeles, CA 90067.
For additional information regarding properties of the Company and Pacific Western, see Note 10, Premises and Equipment, Net, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
In the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon information currently available to us, any resulting liability, in addition to amounts already accrued,
39
taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company's financial statements or operations.
FCAL-Related Litigation
As set forth below, there are a number of litigation matters pending against FCB, the defense of which PacWest has assumed.
Fourteen lawsuits have been filed in the Superior Court of the State of California, County of Los Angeles against FCB, among others, by various former clients of political campaign and non-profit organization treasurer Kinde Durkee. The lawsuits are entitled (i) Wardlaw, et al. v. First California Bank, et al. (Case No. SC 114232), filed September 23, 2011; (ii) Lou Correa for State Senate, Orange County's Youth et al. v. First California Bank, et al. (Case No. BC 479872), filed February 29, 2012; (iii) Committee(s) to Re-elect Lorreta Sanchez, Linda Sanchez and Susan Davis, et al. v. First California Bank, et al. (Case No. BC 479873), filed February 29, 2012; (iv) Holden for Assembly v. First California Bank, et al. (Case No. BC 489604), filed August 3, 2012; (v) Latino Diabetes Ass'n v. First California Bank, et al. (Case No. BC 489605), filed August 3, 2012; (vi) Jose Solorio Assembly Officeholder Committee, et al. v. First California Bank, et al. (Case No. 492855), filed September 27, 2012; (vii) Foster for Treasurer 2014, et al. v. First California Bank, et al. (Case No. BC 492878), filed September 27, 2012; (viii) Los Angeles County Democratic Central Committee, et al. v. First California Bank, et al. (Case No. BC 492854), filed September 27, 2012; (ix) FCAL v. 68th AD Democratic PAC, et al. (Case No. : BC470812), filed September 23, 2011(the "Interpleader Action"); (x) First California Bank v. Shallman, John, Shallman Communication/John D. Shallman v. FCB (Case No. LC099226), filed December 11, 2012; (xi) National Popular Vote, et al. v. First California Bank, et al. (Case No. BC501213) filed February 19, 2013; (xii) Zine v. First California Bank, et al. (Case No. BC 504476), filed April 2, 2013; (xiii) Rothman, Elliott v. FCAL (Case No. BC511180), filed June 5, 2013; and (xiv) Ted Lieu as Treasurer for Ted Lieu for Assembly 2008 v. First California Bank (Case No. BC470182), filed November 18, 2011.
Plaintiffs in each of the cases claim, among other things, that FCB aided and abetted a fraud and unlawful conversion by Ms. Durkee and/or her affiliated company of funds held in accounts at FCB. Based largely on the same alleged conduct, plaintiffs also assert claims for an alleged violation of California Business & Professions Code Section 17200 and for declaratory relief. Plaintiffs seek compensatory and punitive damages, as well as various forms of equitable and declaratory relief.
Each of the cases is pending before the same judge, who is coordinating their progress. FCB has answered each of the complaints, and the parties are engaged in discovery.
On September 23, 2011, FCB filed a Complaint-in-Interpleader in the Superior Court of the State of California, County of Los Angeles (Case No. BC 470182), pursuant to which FCB interpleaded the sum of $2,539,049 as the amounts on deposit in accounts at FCB that were controlled by Ms. Durkee on behalf of the several hundred named defendants (the "Interpleader Action"). FCB seeks an order requiring the defendants to interplead and litigate their respective claims, discharging FCB from liability, and restraining proceedings or actions against FCB by the defendants with respect to those amounts. On December 6, 2011, the Interpleader Action was designated as complex and transferred to the Superior Court's complex litigation division. It has been related to the other pending actions that relate to the conduct of Ms. Durkee.
On June 18, 2012, FCB moved for summary judgment in the Interpleader Action. At hearings held in late 2012 and early 2013, the Superior Court entered summary judgment with respect to a majority of the accounts at issue. Those sums have been paid by the Superior Court to the former accountholders. There still remains a total of $99,884.79 on deposit with the Court in the Interpleader Action.
40
In September 2013, Durkee pled guilty to mail fraud resulting in a judgment of $9.7 million being entered against her. The parties participated in a mediation on October 16, 2013, which did not result in settlement of any claims. Thereafter, at a Further Status Conference on December 19, 2013, the Court scheduled a jury trial on August 13, 2014 as to the following cases: Orange County's Youth, Latino Diabetes Association, Jose Solorio Assembly Officeholder Committee, Holden for Assembly, and Committee(s) to Re-elect Lorreta Sanchez, Linda Sanchez, and Susan Davis.
CapitalSource Merger-Related Litigation
Since July 24, 2013, 11 putative stockholder class action lawsuits (the "Merger Litigations") were filed against PacWest and certain other defendants in connection with PacWest entering into the CapitalSource Merger Agreement in which PacWest agreed to acquire CapitalSource. The CapitalSource Merger Agreement was publicly announced on July 22, 2013. Five of the 11 actions were filed in Superior Court of California, Los Angeles County: (1) Engel v. CapitalSource, Inc. et al., Case No. BC516267, filed on July 24, 2013; (2) Miller v. Fremder et al., Case No. BC516590, filed on July 29, 2013; (3) Basu v. CapitalSource, Inc. et al., Case No. BC516775, filed on July 31, 2013; (4) Holliday v. PacWest Bancorp et al., Case No. BC517209, filed on August 5, 2013 and (5) Iron Workers Mid-South Pension Fund v. CapitalSource Inc. et al., Case No. BC517698, filed on August 8, 2013 (collectively, the "California Actions"). The other six actions were filed in the Court of Chancery of the State of Delaware: (1) Fosket v. Byrnes et al., Case No. 8765, filed on August 1, 2013; (2) Bennett v. CapitalSource, Inc. et al., Case No. 8770, filed on August 2, 2013; (3) Chalfant v. CapitalSource et al., Case No. 8777, filed on August 6, 2013; (4) Oliveira v. CapitalSource, Inc. et al., Case No. 8779, filed on August 7, 2013; (5) Desai v. CapitalSource, Inc. et al., Case No. 8804, filed on August 13, 2013; and (6) Fattore v. CapitalSource, Inc. et al., Case No. 8927, filed on September 19, 2013 (collectively, the "Delaware Actions").
On August 15, 2013, the Delaware Actions were consolidated into a single action, captioned In re CapitalSource Inc. Stockholder Litigation, Consol. C.A. No. 8765-CS, and assigned to Chancellor Leo E. Strine. On September 25, 2013, plaintiffs in the Delaware Actions filed a Verified Consolidated Amended Class Action Complaint (the "Delaware Consolidated Complaint"). On September 17, 2013, the California Actions were consolidated into a single action, captioned In re CapitalSource Inc. Shareholder Litigation, Lead Case No. BC516267, and assigned to Judge Elihu M. Berle. On October 2, 2013, plaintiffs in the California Actions filed an Amended Consolidated Complaint (the "California Consolidated Complaint").
The Delaware Consolidated Complaint and the California Consolidated Complaint each allege that the members of the CapitalSource board of directors breached their fiduciary duties to CapitalSource stockholders by approving the proposed merger for inadequate consideration; approving the transaction in order to obtain benefits not equally shared by other CapitalSource stockholders; entering into the merger agreement containing preclusive deal protection devices; and failing to take steps to maximize the value to be paid to the CapitalSource stockholders. The Delaware Consolidated Complaint and the California Consolidated Complaint also each allege claims against CapitalSource and PacWest for aiding and abetting these alleged breaches of fiduciary duties. Plaintiffs in these actions seek, among other things, declaratory and injunctive relief concerning the alleged breaches of fiduciary duties, injunctive relief prohibiting consummation of the merger, rescission, an accounting by defendants, damages and attorneys' fees and costs, and other and further relief. The judge in the Delaware Actions ruled on October 23, 2013, that discovery would proceed in the Delaware Actions and that it would be shared with the plaintiffs in the California Actions and that the California Actions would be stayed while that process takes place. Thereafter, on October 28, 2013, the California Actions' plaintiffs stipulated in the California Actions that they would participate in the discovery process in the Delaware Actions and the administrative stay in the California Actions will remain in place unless and until the Delaware Actions are abandoned.
41
On December 20, 2013, the parties in the California and Delaware Actions entered into a Memorandum of Understanding setting forth the terms of an agreement in principle to settle both the California and Delaware Actions, subject to certain conditions and future occurrences. A further status conference is set in the California Actions for May 5, 2014. The Company expects to appear in the Delaware Actions for Court approval in the event a settlement is finalized by the parties. At this stage, it is not possible to predict the outcome of the proceedings or their impact on CapitalSource or the Company.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
42
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Marketplace Designation, Sales Price Information and Holders
Our common stock is listed on The Nasdaq Global Select Market and is traded under the symbol "PACW." The following table summarizes the high and low sale prices for each quarterly period during the last two years for our common stock, as quoted and reported by The Nasdaq Stock Market, or Nasdaq:
| |
Stock Sales Prices | Dividends Declared During Quarter |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
High | Low | ||||||||
2012 |
||||||||||
First quarter |
$ | 24.79 | $ | 19.57 | $ | 0.18 | ||||
Second quarter |
$ | 25.50 | $ | 20.82 | $ | 0.18 | ||||
Third quarter |
$ | 25.50 | $ | 22.20 | $ | 0.18 | ||||
Fourth quarter |
$ | 25.29 | $ | 21.50 | $ | 0.25 | ||||
2013 |
||||||||||
First quarter |
$ | 29.20 | $ | 24.96 | $ | 0.25 | ||||
Second quarter |
$ | 31.02 | $ | 25.81 | $ | 0.25 | ||||
Third quarter |
$ | 36.31 | $ | 30.58 | $ | 0.25 | ||||
Fourth quarter |
$ | 42.96 | $ | 34.14 | $ | 0.25 | ||||
As of February 24, 2014, the closing price of our common stock on Nasdaq was $40.50 per share. As of that date, based on the records of our transfer agent, there were approximately 1,588 record holders of our common stock.
Our ability to pay dividends to our stockholders is subject to the restrictions set forth in the Delaware General Corporation Law, or the DGCL. The DGCL provides that a corporation, unless otherwise restricted by its certificate of incorporation, may declare and pay dividends out of its surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year, as long as the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Surplus is defined as the excess of a corporation's net assets (i.e., its total assets minus its total liabilities) over the capital associated with issuances of its common stock. Moreover, DGCL permits a board of directors to reduce its capital and transfer such amount to its surplus. In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must be valued at their fair market value as determined by the board of directors, regardless of their historical book value. Our ability to pay dividends is also subject to certain other limitations. See "Item 1. Business—Supervision and Regulation" and Note 20, Dividend Availability and Regulatory Matters, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
Set forth in the table above are the dividends declared and paid by the Company during the two most recent fiscal years. Our ability to pay cash dividends to our stockholders is also limited by certain covenants contained in the indentures governing trust preferred securities issued by us or entities that we have acquired, and the debentures underlying the trust preferred securities. Generally the
43
indentures provide that if an Event of Default (as defined in the indentures) has occurred and is continuing, or if we are in default with respect to any obligations under our guarantee agreement which covers payments of the obligations on the trust preferred securities, or if we give notice of any intention to defer payments of interest on the debentures underlying the trust preferred securities, then we may not, among other restrictions, declare or pay any dividends with respect to our common stock. Notification to the FRB is also required prior to our declaring and paying a cash dividend to our stockholders during any period in which our quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Under such circumstances, we may not pay a dividend should the FRB object until such time as we receive approval from the FRB or no longer need to provide notice under applicable regulations.
Holders of Company common stock are entitled to receive dividends declared by the Board of Directors out of funds legally available under state law governing the Company and certain federal laws and regulations governing the banking and financial services business. During 2013, 2012, and 2011, the Company paid $41.0 million, $28.8 million, and $7.6 million, respectively, in cash dividends on common stock.
We can provide no assurance that we will continue to declare dividends on a quarterly basis or otherwise. The declaration of dividends by the Company is subject to the discretion of our Board of Directors. Our Board of Directors will take into account such matters as general business conditions; our financial results; projected cash flows; capital requirements; contractual, legal and regulatory restrictions on the payment of dividends by us to our stockholders or by our subsidiary to the holding company; and such other factors as our Board of Directors may deem relevant.
PacWest's primary source of liquidity is the receipt of cash dividends from Pacific Western. Various statutes and regulations limit the availability of cash dividends from Pacific Western. It is possible, depending upon the financial condition of the bank in question, and other factors, that the FRB, the FDIC or the DBO could assert that payment of dividends or other payments is an unsafe or unsound practice. Pacific Western is subject to restrictions under certain federal and state laws and regulations governing banks which limit its ability to transfer funds to the holding company through intercompany loans, advances or cash dividends.
Dividends paid by state banks, such as Pacific Western, are regulated by the DBO under its general supervisory authority as it relates to a bank's capital requirements. A state bank may declare a dividend without the approval of the DBO as long as the total dividends declared in a calendar year do not exceed either the retained earnings or the total of net earnings for three previous fiscal years less any dividend paid during such period. During 2013, 2012 and 2011, the Bank paid $48.0 million, $50.0 million, and $25.5 million, respectively, in dividends to the Company. For the foreseeable future, any further cash dividends from the Bank to the Company will require DBO approval. See "Item 1. Business—Supervision and Regulation," for further discussion of potential regulatory limitations on the holding company's receipt of funds from the Bank, as well as "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity" and Note 20, Dividend Availability and Regulatory Matters, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" for a discussion of other factors affecting the availability of dividends and limitations on the ability to declare dividends.
44
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2013, regarding securities issued and to be issued under our equity compensation plans that were in effect during fiscal 2013:
Plan Category
|
Plan Name | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
(a) |
(b) |
(c) |
||||||||
Equity compensation plans approved by security holders |
The PacWest Bancorp 2003 Stock Incentive Plan(1) | — | (2) | $ | — | 1,433,647 | (3) | |||||
Equity compensation plans not approved by security holders |
None | — | — | — | ||||||||
- (1)
- The
PacWest Bancorp 2003 Stock Incentive Plan (the "Incentive Plan") was last approved by the stockholders of the Company at our 2009 Annual
Stockholders Meeting and the authorized number of shares available for issuance under the Incentive Plan was increased to 9,000,000 shares at our 2014 Special Stockholders Meeting.
- (2)
- Amount
does not include the 1,216,524 shares of unvested time-based and performance-based restricted stock outstanding as of
December 31, 2013 with an exercise price of zero.
- (3)
- The Incentive Plan permits these remaining shares to be issued in the form of options, restricted stock, or SARs.
Recent Sales of Unregistered Securities and Use of Proceeds
None.
The following table presents stock purchases made during the fourth quarter of 2013:
Purchase Dates
|
Total Number of Shares Purchased(1) |
Average Price Paid Per Share |
|||||
|---|---|---|---|---|---|---|---|
October 1 - October 31, 2013 |
— | $ | — | ||||
November 1 - November 30, 2013 |
10,424 | 38.01 | |||||
December 1 - December 31, 2013 |
255,318 | 42.01 | |||||
| | | | | | | | |
Total |
265,742 | $ | 41.85 | ||||
| | | | | | | | |
| | | | | | | | |
- (1)
- Shares repurchased pursuant to net settlement by employees, in satisfaction of financial obligations incurred through the vesting of the Company's restricted stock.
45
Five-Year Stock Performance Graph
The following chart compares the yearly percentage change in the cumulative stockholder return on our common stock based on the closing price during the five years ended December 31, 2013, with (1) the Total Return Index for U.S. companies traded on The Nasdaq Stock Market (the "NASDAQ Composite Index"), and (2) the Total Return Index for the KBW Regional Bank Stocks (the "KBW Regional Banking Index"). This comparison assumes $100 was invested on December 31, 2008, in our common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. PacWest's total cumulative gain was 73.6% over the five year period ending December 31, 2013 compared to gains of 183.4% and 41.5% for the NASDAQ Composite Index and KBW Regional Banking Index, respectively.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among PacWest Bancorp, the NASDAQ Composite Index,
and the KBW Regional Banking Index
- *
- $100 invested on December 31, 2008 in stock or index, including reinvestment of dividends.
| |
Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Index
|
2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||
PacWest Bancorp |
$ | 100.00 | $ | 76.50 | $ | 81.34 | $ | 72.91 | $ | 98.61 | $ | 173.56 | |||||||
NASDAQ Composite |
100.00 | 144.88 | 170.58 | 171.30 | 199.99 | 283.39 | |||||||||||||
KBW Regional Banking |
100.00 | 86.90 | 98.66 | 87.35 | 98.48 | 141.49 | |||||||||||||
46
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain of our financial and statistical information for each of the years in the five-year period ended December 31, 2013. This data should be read in conjunction with our audited consolidated financial statements as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013 and related Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
| |
At or For the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(In thousands, except per share amounts and percentages) |
|||||||||||||||
Results of Operations(1): |
||||||||||||||||
Interest income |
$ | 309,914 | $ | 296,115 | $ | 295,284 | $ | 290,284 | $ | 269,874 | ||||||
Interest expense |
(12,201 | ) | (19,648 | ) | (32,643 | ) | (40,957 | ) | (53,828 | ) | ||||||
| | | | | | | | | | | | | | | | | |
Net interest income |
297,713 | 276,467 | 262,641 | 249,327 | 216,046 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total negative provision (provision) for credit losses |
4,210 | 12,819 | (26,570 | ) | (212,492 | ) | (159,900 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
FDIC loss sharing income (expense), net |
(26,172 | ) | (10,070 | ) | 7,776 | 22,784 | 16,314 | |||||||||
Acquisition-related securities gain |
5,222 | — | — | — | — | |||||||||||
Gain from Affinity acquisition |
— | — | — | — | 66,989 | |||||||||||
Other noninterest income |
25,194 | 25,942 | 23,650 | 20,454 | 22,604 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total noninterest income |
4,244 | 15,872 | 31,426 | 43,238 | 105,907 | |||||||||||
| | | | | | | | | | | | | | | | | |
Accelerated vesting of restricted stock |
(12,420 | ) | — | — | — | — | ||||||||||
Acquisition and integration costs |
(28,392 | ) | (4,089 | ) | (600 | ) | (732 | ) | (600 | ) | ||||||
OREO income (expense), net |
1,503 | (10,931 | ) | (10,676 | ) | (14,770 | ) | (23,322 | ) | |||||||
Debt termination expense |
— | (22,598 | ) | — | (2,660 | ) | (481 | ) | ||||||||
Other noninterest expense |
(191,378 | ) | (174,044 | ) | (168,717 | ) | (170,641 | ) | (154,801 | ) | ||||||
| | | | | | | | | | | | | | | | | |
Total noninterest expense |
(230,687 | ) | (211,662 | ) | (179,993 | ) | (188,803 | ) | (179,204 | ) | ||||||
| | | | | | | | | | | | | | | | | |
Earnings (loss) from continuing operations before income tax (expense) benefit |
75,480 | 93,496 | 87,504 | (108,730 | ) | (17,151 | ) | |||||||||
Income tax (expense) benefit |
(30,003 | ) | (36,695 | ) | (36,800 | ) | 46,714 | 7,801 | ||||||||
| | | | | | | | | | | | | | | | | |
Net earnings (loss) from continuing operations |
45,477 | 56,801 | 50,704 | (62,016 | ) | (9,350 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Loss from discontinued operations before income tax benefit |
(620 | ) | — | — | — | — | ||||||||||
Income tax benefit |
258 | — | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net loss from discontinued operations |
(362 | ) | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 45,115 | $ | 56,801 | $ | 50,704 | $ | (62,016 | ) | $ | (9,350 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Adjusted earnings from continuing operations before income taxes(2) |
$ | 131,392 | $ | 128,241 | $ | 117,574 | $ | 100,014 | $ | 83,849 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Per Common Share Data: |
||||||||||||||||
Basic earnings (loss) per share (EPS): |
||||||||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | $ | (1.77 | ) | $ | (0.30 | ) | ||||
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | $ | (1.77 | ) | $ | (0.30 | ) | ||||
Diluted (loss) per share (EPS): |
||||||||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | $ | (1.77 | ) | $ | (0.30 | ) | ||||
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | $ | (1.77 | ) | $ | (0.30 | ) | ||||
Dividends declared during year |
$ | 1.00 | $ | 0.79 | $ | 0.21 | $ | 0.04 | $ | 0.35 | ||||||
Book value per share(2)(3) |
$ | 17.66 | $ | 15.74 | $ | 14.66 | $ | 13.06 | $ | 14.47 | ||||||
Tangible book value per share(2)(3) |
$ | 12.73 | $ | 13.22 | $ | 13.14 | $ | 11.06 | $ | 13.52 | ||||||
Shares outstanding at year-end(3) |
45,823 | 37,421 | 37,254 | 36,672 | 35,015 | |||||||||||
Average shares outstanding: |
||||||||||||||||
Basic EPS |
40,823 | 35,684 | 35,491 | 35,108 | 31,899 | |||||||||||
Diluted EPS |
40,823 | 35,684 | 35,491 | 35,108 | 31,899 | |||||||||||
47
| |
At or For the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(In thousands, except per share amounts and percentages) |
|||||||||||||||
Balance Sheet Data: |
||||||||||||||||
Total assets |
$ | 6,533,363 | $ | 5,463,658 | $ | 5,528,237 | $ | 5,529,021 | $ | 5,324,079 | ||||||
Cash and cash equivalents |
147,422 | 164,404 | 295,617 | 108,552 | 211,048 | |||||||||||
Investment securities |
1,522,684 | 1,392,511 | 1,372,464 | 929,056 | 474,129 | |||||||||||
Non-purchased credit impaired (Non-PCI) loans and leases(4) |
3,930,539 | 3,074,947 | 2,841,071 | 3,196,881 | 3,716,444 | |||||||||||
Allowance for credit losses, Non-PCI loans and leases(4) |
67,816 | 72,119 | 93,783 | 104,328 | 124,278 | |||||||||||
Purchased credit impaired (PCI) loans |
382,796 | 517,885 | 705,332 | 910,394 | 636,624 | |||||||||||
FDIC loss sharing asset |
45,524 | 57,475 | 95,187 | 116,352 | 112,817 | |||||||||||
Goodwill |
208,743 | 79,866 | 39,141 | 47,301 | — | |||||||||||
Core deposit and customer relationship intangibles |
17,248 | 14,723 | 17,415 | 25,843 | 33,296 | |||||||||||
Deposits |
5,280,987 | 4,709,121 | 4,577,453 | 4,649,698 | 4,094,569 | |||||||||||
Borrowings |
113,726 | 12,591 | 225,000 | 225,000 | 542,763 | |||||||||||
Subordinated debentures |
132,645 | 108,250 | 129,271 | 129,572 | 129,798 | |||||||||||
Liabilities of discontinued operations |
123,028 | — | — | — | — | |||||||||||
Stockholders' equity |
809,093 | 589,121 | 546,203 | 478,797 | 506,773 | |||||||||||
Performance Ratios: |
||||||||||||||||
Return on average assets |
0.74 | % | 1.04 | % | 0.92 | % | (1.14 | )% | (0.19 | )% | ||||||
Return on average equity |
6.28 | % | 10.01 | % | 9.92 | % | (12.56 | )% | (1.93 | )% | ||||||
Return on average tangible equity(2) |
8.25 | % | 11.76 | % | 11.33 | % | (14.15 | )% | (2.08 | )% | ||||||
Net interest margin |
5.37 | % | 5.52 | % | 5.26 | % | 5.02 | % | 4.79 | % | ||||||
Efficiency ratio(2)(5) |
76.40 | % | 72.40 | % | 61.21 | % | 64.53 | % | 55.66 | % | ||||||
Adjusted efficiency ratio(2)(5) |
59.29 | % | 57.58 | % | 58.93 | % | 63.05 | % | 64.87 | % | ||||||
Stockholders' equity to total assets ratio(2) |
12.38 | % | 10.78 | % | 9.88 | % | 8.66 | % | 9.52 | % | ||||||
Tangible common equity ratio(2) |
9.24 | % | 9.21 | % | 8.95 | % | 7.44 | % | 8.95 | % | ||||||
Average equity to average assets |
11.75 | % | 10.36 | % | 9.32 | % | 9.10 | % | 10.06 | % | ||||||
Loans to deposits ratio |
81.68 | % | 76.30 | % | 77.48 | % | 88.33 | % | 106.31 | % | ||||||
Dividend payout ratio(6) |
90.89 | % | 50.68 | % | 15.04 | % | NM | NM | ||||||||
Tier 1 leverage capital ratio(7) |
11.22 | % | 10.53 | % | 10.42 | % | 8.54 | % | 10.85 | % | ||||||
Tier 1 risk-based capital ratio(7) |
15.12 | % | 15.17 | % | 15.97 | % | 12.68 | % | 14.31 | % | ||||||
Total risk-based capital ratio(7) |
16.38 | % | 16.43 | % | 17.25 | % | 13.96 | % | 15.58 | % | ||||||
Asset Quality: |
||||||||||||||||
Non-PCI nonaccrual loans and leases(3) |
$ | 46,774 | $ | 41,762 | $ | 61,619 | $ | 95,509 | $ | 240,717 | ||||||
Other real estate owned |
51,837 | 56,414 | 81,918 | 81,414 | 70,943 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total nonperforming assets |
$ | 98,611 | $ | 98,176 | $ | 143,537 | $ | 176,923 | $ | 311,660 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Asset Quality Ratios: |
||||||||||||||||
Non-PCI nonaccrual loans to Non-PCI loans and leases(3) |
1.19 | % | 1.36 | % | 2.17 | % | 2.99 | % | 6.48 | % | ||||||
Nonperforming assets to Non-PCI loans and leases and OREO(3) |
2.48 | % | 3.14 | % | 4.91 | % | 5.40 | % | 8.23 | % | ||||||
Allowance for credit losses to Non-PCI nonaccrual loans and leases |
145.0 | % | 172.7 | % | 152.2 | % | 109.2 | % | 51.6 | % | ||||||
Allowance for credit losses to Non-PCI loans and leases |
1.73 | % | 2.35 | % | 3.30 | % | 3.26 | % | 3.34 | % | ||||||
Net charge-offs to average gross Non-PCI loans and leases |
0.12 | % | 0.33 | % | 0.80 | % | 5.88 | % | 2.22 | % | ||||||
- (1)
- Operating
results of acquired companies are included from the respective acquisition dates. See Note 4, Acquisitions, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial
Statements and Supplementary Data."
- (2)
- For
information regarding this calculation, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations—Non-GAAP Measurements."
- (3)
- Includes
1,216,524 shares, 1,698,281 shares, 1,675,730 shares, 1,230,582 shares, and 1,095,417 shares of unvested restricted stock
outstanding at December 31, 2013, 2012, 2011, 2010, and 2009, respectively.
- (4)
- During
2010, the Bank executed two sales of adversely classified loans totaling $398.5 million that included a total of
$128.1 million in nonaccrual loans.
- (5)
- The
2009 efficiency ratio includes the gain from the Affinity acquisition. The 2009 adjusted efficiency ratio excludes this gain.
- (6)
- Not
meaningful for 2010 and 2009.
- (7)
- Capital ratios presented are for PacWest Bancorp consolidated.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section should be read in conjunction with the disclosure regarding "Forward-Looking Statements" set forth in "Item 1. Business—Forward-Looking Statements,"as well as the discussion set forth in "Item 1. Business—Certain Business Risks" and "Item 8. Financial Statements and Supplementary Data," including the notes to consolidated financial statements.
We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as the holding company for our Los Angeles-based wholly-owned banking subsidiary, Pacific Western Bank, which we refer to as Pacific Western or the Bank. When we say "we," "our" or the "Company," we mean the Company on a consolidated basis with the Bank. When we refer to "PacWest" or to the holding company, we are referring to the parent company on a stand-alone basis.
Pacific Western is a full-service commercial bank offering a broad range of banking products and services including: accepting demand, money market, and time deposits; originating loans, including commercial, real estate construction, SBA guaranteed and consumer loans; originating equipment finance leases; and providing other business-oriented products. Our operations are primarily located in Southern California extending from San Diego County to California's Central Coast; we also operate three banking offices in the San Francisco Bay area, a leasing operation based in Utah, and asset-based lending operations based in Arizona as well as San Jose and Santa Monica, California. The Bank focuses on conducting business with small to medium-sized businesses in our marketplace and the owners and employees of those businesses. The majority of our loans are secured by the real estate collateral of such businesses. Our asset-based lending function operates in Arizona, California, Texas, Colorado, Minnesota, and the Pacific Northwest. Our equipment leasing function has lease receivables in 45 states.
We have completed 26 business acquisitions since the Company's inception in 1999, including the following four acquisitions during the three years ended December 31, 2013: (1) Pacific Western Equipment Finance, or EQF, on January 3, 2012; (2) Celtic Capital Corporation, or Celtic, on April 3, 2012; (3) American Perspective Bank, or APB, on August 1, 2012, and (4) First California Financial Group, Inc., or FCAL, on May 31, 2013. These acquisitions affect the comparability of our reported financial information as the operating results of the acquired entities are included in our operating results only from their respective acquisition dates. For further information on our acquisitions, see Note 4, Acquisitions, and Note 5, Goodwill and Other Intangible Assets, of the Notes to Consolidated Financial Statements included in "Item 8. Financial Statement and Supplementary Data."
Over the last year, the Company's assets have increased $1.1 billion to $6.5 billion at December 31, 2013 due to our 2013 acquisition. Gross non-covered loan and leases increased $815.4 million, securities available-for-sale increased $139.4 million, goodwill increased $128.9 million, and other assets increased $87.6 million, offset by a decline in covered loans of $94.9 million. The non-covered loans and leases increase includes $903.1 million of loans acquired in the FCAL acquisition and $765.3 million in originations and other purchases, offset by net paydowns of $853.0 million. The covered loans decline includes repayments and resolutions of $198.9 million, offset by $104.0 million of covered loans acquired in the FCAL acquisition. The increase in securities available-for-sale was attributable to ongoing purchases. The increase in goodwill was due to the FCAL acquisition.
Total liabilities increased $849.7 million during the year to $5.7 billion at December 31, 2013, due primarily to the FCAL acquisition. Total deposits increased $571.9 million to $5.3 billion at December 31, 2013 due to $1.1 billion of deposits acquired in the FCAL acquisition. During 2013, core deposits increased $727.8 million, while time deposits declined $155.9 million. At December 31, 2013,
49
core deposits totaled $4.6 billion, or 88% of total deposits, and noninterest-bearing deposits totaled $2.3 billion, or 44% of total deposits. Borrowings increased $101.1 million to $113.7 million due mainly to an increase of $106.6 million in overnight Federal Home Loan Bank of San Francisco ("FHLB") advances. Subordinated debentures increased $24.4 million due to additional debt assumed in the FCAL acquisition. In connection with the FCAL acquisition, we acquired Electronic Payment Services ("EPS"), a division of the Bank that is being discontinued; liabilities of the EPS discontinued operations, which consisted primarily of noninterest-bearing deposits, totaled $123.0 million at December 31, 2013.
Net earnings for 2013 were $45.1 million, a decline of $11.7 million compared to 2012. The decline in profitability was due mainly to: (a) the $24.3 million ($14.7 million after tax) increase in acquisition and integration costs, (b) the $12.3 million ($7.1 million after tax) increase in net credit costs (provision, FDIC loss sharing expense, and OREO expense), (c) the $12.4 million ($12.2 million after tax) accelerated vesting of restricted stock, and (d) the $12.1 million ($7.0 million after tax) increase, mostly from acquisitions, in compensation expense. These items were offset by: (a) the $22.6 million ($13.1 million after tax) decrease in debt termination expense and (b) the $21.2 million ($12.3 million after tax) increase in net interest income.
In December 2013, the Company accelerated the vesting of certain restricted stock awards that resulted in a pre-tax charge of $12.4 million ($12.2 million after tax). This action was taken by the Company in order to eliminate an additional $21.0 million of compensation and tax expense related to change in control payments that the Company would have otherwise incurred upon consummation of the CapitalSource merger. Such eliminated expenses relate to tax gross-up payments and the value of lost tax deductions, in each case due to the impact of Sections 280G and 4999 of the Internal Revenue Code as they apply to change in control payments that would have become payable to certain PacWest employees in conjunction with the CapitalSource merger. The restricted stock awards that were vested on an accelerated basis in 2013 would have otherwise vested upon consummation of the CapitalSource merger, and the $12.2 million after-tax charge to earnings that we recorded in December 2013 would have been incurred at that time.
During 2013, stockholders' equity increased $220.0 million, due mainly to the issuance of $242.3 in common stock in connection with the FCAL acquisition, net of $41.0 million in dividends paid. Stockholders' equity remained strong with Tier 1 risk-based capital and total risk-based capital ratios of 15.1% and 16.4%, respectively, at December 31, 2013.
In managing the top line of our business, the focus is on earning-asset growth, loan yield, deposit cost, and net interest margin, as net interest income accounted for 99% of our net revenues (net interest income plus noninterest income) for 2013.
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 $2.8 billion based on the closing price of PacWest common stock on February 13, 2014 of $40.11. The combined company will be called PacWest Bancorp. As part of the merger, CapitalSource Bank, a wholly-owned subsidiary of CapitalSource, will merge with and into Pacific Western, 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 was $13.85 based on the closing price of PacWest shares on February 13, 2014 of $40.11.
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As of December 31, 2013, on a pro forma consolidated basis, the combined company would have had approximately $15.4 billion in assets with 94 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).
We currently expect to receive final regulatory approval in the first quarter of 2014 and to close the merger on April 1, 2014.
First California Financial Group Acquisition
On May 31, 2013, we completed the acquisition of First California Financial Group, Inc., or FCAL, following receipt of shareholder approval from both institutions and all required regulatory approvals. As part of the acquisition, First California Bank, or FCB, a wholly-owned subsidiary of FCAL, merged with and into Pacific Western.
In the FCAL acquisition, each share of FCAL common stock was converted into the right to receive 0.2966 of a share of PacWest common stock. The exchange ratio was calculated based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. PacWest issued an aggregate of approximately 8.4 million shares of PacWest common stock to FCAL stockholders. In addition, 1,094,000 shares of FCAL common stock previously owned by PacWest at a cost of $4.1 million were cancelled in the transaction. These shares were carried in our securities available-for-sale portfolio at their estimated market value with their unrealized gain of $5.2 million included in stockholders' equity at May 31, 2013. Under acquisition accounting, this unrealized gain was recognized in earnings. Based on the closing price of PacWest's common stock on May 31, 2013 of $28.83 per share, the aggregate consideration paid to FCAL common stockholders, including the 1,094,000 shares of FCAL common stock owned by us and cancelled in the merger, was $251.6 million. The application of the acquisition method of accounting resulted in goodwill of $129.1 million. All of the recognized goodwill is expected to be non-deductible for tax purposes.
FCB was a full-service commercial bank headquartered in Westlake Village, California. FCB provided a full range of banking services, including revolving lines of credit, term loans, commercial real estate loans, construction loans, consumer loans and home equity loans to individuals, professionals, and small to mid-sized businesses. FCB operated 15 branches throughout Southern California in the Los Angeles, Orange, Riverside, San Bernardino, San Diego, Ventura, and San Luis Obispo Counties. We made this acquisition to expand our presence in Southern California. We completed the conversion and integration of the FCB branches to PWB's operating platform in June 2013 and as a result, we added seven locations to our branch network.
2012 Transactions
Sale of Branches
On September 21, 2012, Pacific Western completed the sale of 10 branches. The branches were located in Los Angeles, San Bernardino, Riverside, and San Diego Counties. The 2012 branch sale resulted in the transfer of $125.2 million of deposits; no loans were sold in this transaction. The buyer paid a blended deposit premium of 2.5% and we recognized a net gain of $297,000 on this transaction.
American Perspective Bank Acquisition
On August 1, 2012, Pacific Western completed the acquisition of American Perspective Bank, or APB, previously headquartered in San Luis Obispo, California. Pacific Western acquired all of the outstanding common stock of APB for $58.1 million in cash and APB was merged with and into Pacific
51
Western; we refer to this transaction as the APB acquisition. APB operated two branches located in San Luis Obispo and Santa Maria, California, and a loan production office located in Paso Robles, California, which has since been converted to a full-service branch. The APB acquisition strengthened our presence in the Central Coast region.
Celtic Capital Corporation Acquisition
On April 3, 2012, Pacific Western completed the acquisition of Celtic Capital Corporation, or Celtic, an asset-based lending company based in Santa Monica, California. Pacific Western acquired all of the capital stock of Celtic for $18 million in cash and Celtic became a wholly-owned subsidiary of Pacific Western; we refer to this transaction as the Celtic acquisition. Celtic focuses on providing asset-based loans to borrowers across the United States for amounts generally up to $5 million. The Celtic acquisition diversified our loan portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
Pacific Western Equipment Finance Acquisition
On January 3, 2012, Pacific Western completed the acquisition of Pacific Western Equipment Finance (formerly known as Marquette Equipment Finance, and which we refer to as EQF), an equipment leasing company based in Midvale, Utah. Pacific Western acquired all of the capital stock of EQF for $35 million in cash and EQF became a division of Pacific Western; we refer to this transaction as the EQF acquisition. The EQF acquisition diversified our lending portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
FDIC-Assisted Acquisitions
Affinity Bank Acquisition
On August 28, 2009, we acquired substantially all of the assets of Affinity Bank, or Affinity, including all loans, and assumed substantially all of its liabilities, including the insured and uninsured deposits and excluding certain brokered deposits, from the Federal Deposit Insurance Corporation ("FDIC") in an FDIC-assisted transaction. In connection with the Affinity acquisition, the FDIC made a cash payment to Pacific Western of $87.2 million.
We entered into a loss sharing agreement with the FDIC, whereby the FDIC agreed to cover a substantial portion of any future losses on acquired loans, other real estate owned, or OREO, and certain investment securities. Under the terms of such loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the first $234 million of losses on covered assets and absorb 95% of losses and receive 95% of loss recoveries on covered assets exceeding $234 million. The loss sharing provisions are in effect for 5 years for commercial (non-single family) assets (non-residential loans, OREO and certain securities) and 10 years for residential (single family) loans from the August 28, 2009 acquisition date. The loss recovery provisions are in effect for 8 years for commercial (non-single family) assets and 10 years for residential (single family) loans from the acquisition date. Accordingly, the loss sharing provisions expire in the third quarters of 2014 and 2019 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2017 and 2019, respectively.
Los Padres Bank Acquisition
On August 20, 2010, we acquired certain assets of Los Padres Bank, or Los Padres, including all loans, and assumed substantially all of its liabilities, including all deposits, from the FDIC in an FDIC-assisted acquisition, which we refer to as the Los Padres acquisition. In connection with the Los Padres acquisition, the FDIC made a cash payment to Pacific Western of $144.0 million. Other than a deposit premium of $3.4 million, we paid no cash or other consideration to acquire Los Padres.
52
We entered into a loss sharing agreement with the FDIC, whereby the FDIC agreed to cover a substantial portion of any future losses on acquired loans, with the exception of acquired consumer loans, and other real estate owned. Under the terms of such loss sharing agreement, the FDIC is obligated to reimburse the Bank for 80% of losses with respect to the covered assets. The Bank will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid the Bank 80% reimbursement under the loss sharing agreement. The loss sharing provisions for commercial (non-single family) and single family covered assets are in effect for 5 years and 10 years, respectively, from the acquisition date, and the loss recovery provisions are in effect for 8 years and 10 years, respectively, from the August 20, 2010 acquisition date. Accordingly, the loss sharing provisions expire in the third quarters of 2015 and 2020 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2018 and 2020, respectively. We refer to the acquired assets subject to any loss sharing agreement collectively as "covered assets."
Among other factors, our operating results depend generally on the following:
The Level of Our Net Interest Income
Net interest income is the excess of interest earned on our interest-earning assets over the interest paid on our interest-bearing liabilities. Net interest margin is net interest income expressed as a percentage of average interest-earning assets. A sustained low interest rate environment combined with low loan growth and high levels of marketplace liquidity may lower both our net interest income and net interest margin going forward.
Our primary interest-earning assets are loans and investments. Our primary interest-bearing liabilities are deposits. We attribute our high net interest margin to our high level of noninterest-bearing deposits and low cost of deposits. While our deposit balances will fluctuate depending on deposit holders' perceptions of alternative yields available in the market, we attempt to minimize these variances by attracting a high percentage of noninterest-bearing deposits. At December 31, 2013, approximately 44% of our total deposits were noninterest-bearing.
Loan and Lease Growth
We generally seek new lending opportunities in the $500,000 to $15 million range; try to limit loan maturities to one year for commercial loans, up to 18 months for construction loans, and up to ten years for commercial real estate loans; and price lending products so as to preserve our interest spread and net interest margin. Achieving robust loan growth has been challenging and repayments have outpaced new loan volume. Net loan growth over the last year would have involved (a) under-pricing competitors in many cases at margins that are not significantly above our securities portfolio yield, and (b) incurring unacceptable interest rate risk. We continue to selectively make or renew quality loans to our good customers that contribute positively to our profitability and net interest margin and we are focused on building relationships rather than attracting customers at low prices. Our loan pipeline has built up nicely due to slowly improving economic conditions in our markets, our focus on existing customers for new business referrals, and the service levels we provide that enable us to attract and retain business from the larger banks. During 2013, exclusive of loans acquired in the FCAL acquisition, we originated and purchased $765.3 million in non-covered loans and leases, which included $232.2 million in commercial loans and leases from our Asset Financing segment. See "—Results of Operations—Business Segments" for more information regarding our Asset-Financing segment.
53
The Magnitude of Credit Losses
We stress credit quality in originating and monitoring the loans that we make and measure our success by the levels of our nonperforming assets, net charge-offs, and allowance for credit losses. We maintain an allowance for credit losses on loans and leases, which is the sum of our allowance for loan and lease losses and our reserve for unfunded loan commitments. Provisions for credit losses are charged to operations as and when needed for both on and off-balance sheet credit exposure. Loans and leases which are deemed uncollectable are charged off and deducted from the allowance for loan and lease losses. Recoveries on loans and leases previously charged off are added to the allowance for loan and lease losses. The provision for credit losses on the loan and lease portfolio was based on our allowance methodology and reflected historical and current net charge-offs, the levels and trends 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. For acquired non-impaired loans, a provision for credit losses may be recorded to reflect credit deterioration after the acquisition date. For purchased credit impaired loans, a provision for credit losses may be recorded to reflect decreases in expected cash flows on such loans compared to those previously estimated.
We regularly review our loans and leases to determine whether there has been any deterioration in credit quality stemming from economic conditions or other factors which may affect collectability of our loans and leases. Changes in economic conditions, such as inflation, unemployment, increases in the general level of interest rates, declines in real estate values, and negative conditions in borrowers' businesses could negatively impact our customers and cause us to adversely classify loans and leases and increase portfolio loss factors. An increase in classified loans and leases generally results in increased provisions for credit losses. Any deterioration in the real estate market may lead to increased provisions for credit losses because of our concentration in real estate loans.
The Level of Our Noninterest Expense
Our noninterest expense includes fixed and controllable overhead, the major components of which are compensation, occupancy, data processing, and other professional services. It also includes costs that tend to vary based on the volume of activity, such as OREO expense. We measure success in controlling both fixed and variable costs through monitoring of the efficiency ratio. We calculate the base efficiency ratio by dividing noninterest expense by net revenues (the sum of net interest income plus noninterest income). We also calculate a non-GAAP measure called the "adjusted efficiency ratio." The adjusted efficiency ratio is calculated in the same manner as the base efficiency ratio except that (a) noninterest income is reduced by FDIC loss sharing income and securities gains and losses, and (b) noninterest expense is reduced by OREO expenses, acquisition and integration costs, accelerated vesting of restricted stock, and debt termination expense.
The consolidated base and adjusted efficiency ratios have been as follows:
Quarterly Period in 2013
|
Base Efficiency Ratio |
Adjusted Efficiency Ratio |
|||||
|---|---|---|---|---|---|---|---|
First |
64.5 | % | 61.7 | % | |||
Second |
93.5 | % | 62.4 | % | |||
Third |
64.3 | % | 57.3 | % | |||
Fourth |
85.5 | % | 56.7 | % | |||
We disclose the adjusted efficiency ratio as it shows the trend in recurring overhead-related noninterest expense relative to recurring net revenues. See "Results of Operations—Non-GAAP Measurements" for the calculations of the base and adjusted efficiency ratios.
54
Adjusted Net Earnings From Continuing Operations
Our net earnings from continuing operations for 2013 totaled $45.5 million. Another measure of earnings used as an indicator of earnings generating capability and ability to absorb credit losses is adjusted net earnings from continuing operations. We calculate adjusted net earnings from continuing operations by excluding credit loss provisions, FDIC loss sharing income or expense, securities gains and losses, OREO expenses, acquisition and integration costs, and accelerated vesting of restricted stock. On a pre-tax basis, before loss from discontinued operations, this amounted to $131.4 million for 2013. After applying our 2013 effective tax rate of 39.7%, our adjusted net earnings from continuing operations were $79.2 million.
The following discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable; however, actual results may differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and on our results of operations for the reporting periods.
Our significant accounting policies and practices are described in Note 1, Nature of Operations and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data." The accounting policies that involve significant estimates and assumptions by management, which have a material impact on the carrying value of certain assets and liabilities, are considered critical accounting policies. We have identified our policies for the allowances for credit losses, the carrying values of intangible assets, and deferred income tax assets as critical accounting policies.
Allowance for Credit Losses on Non-Purchased Credit Impaired Loans and Leases
The allowance for credit losses on non-purchased credit impaired ("Non-PCI") loans and leases is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The allowance for loan and lease losses is reported as a reduction of outstanding loan and lease balances and the reserve for unfunded loan commitments is included within other liabilities. Generally, as loans are funded, the amount of the commitment reserve applicable to such funded loans is transferred from the reserve for unfunded loan commitments to the allowance for loan and lease losses based on our allowance methodology. The following discussion is for Non-PCI loans and leases and the allowance for credit losses thereon. Refer to "—Allowance for Credit Losses on Purchased Credit Impaired Loans" for the policy on purchased credit impaired loans.
The allowance for loan and lease losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent risks in the loan and lease portfolio and other extensions of credit at the balance sheet date. The allowance is based upon a continuing review of the portfolio, past loan and lease loss experience, current economic conditions that may affect the borrowers' ability to pay, and the underlying collateral value of the loans and leases. Loans and leases, which are deemed to be uncollectable, are charged off and deducted from the allowance. The provision for loan and lease losses and recoveries on loans and leases previously charged off are added to the allowance.
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The methodology we use to estimate the amount of our allowance for credit losses is based on both objective and subjective criteria. While some criteria are formula driven, other criteria are subjective inputs included to capture environmental and general economic risk elements which may trigger losses in the loan and lease portfolios, and to account for the varying levels of credit quality in the loan and lease portfolios of the entities we have acquired that have not yet been captured in our objective loss factors.
Specifically, our allowance methodology contains three key elements: (i) amounts based on specific evaluations of impaired loans and leases; (ii) amounts of estimated losses on several pools of loans categorized by risk rating and loan and lease type; and (iii) amounts for environmental and general economic factors that indicate probable losses incurred but not captured through the other elements of our allowance process. In addition, for loans and leases measured at fair value on the acquisition date and deemed to be non-impaired, our allowance methodology captures deterioration in credit quality and other inherent risks of such acquired assets experienced after the purchase date.
Impaired loans and leases are identified at each reporting date based on certain criteria and the majority of which are individually reviewed for impairment. Non-PCI nonaccrual loans and leases with an unpaid principal balance over $250,000 and all performing restructured loans are reviewed individually for the amount of impairment. Non-PCI nonaccrual loans and leases with an unpaid principal balance of $250,000 or less are evaluated for impairment collectively. A loan or lease is considered impaired when it is probable that we will be unable to collect all amounts due according to the original contractual terms of the agreement. We measure impairment of a loan based upon the fair value of the loan's collateral if the loan is collateral-dependent or the present value of cash flows, discounted at the loan's effective interest rate, if the loan is not collateral-dependent. The impairment amount on a collateral-dependent loan is charged-off to the allowance, and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve within the allowance. We measure impairment of a lease based upon the present value of the scheduled lease and residual cash flows, discounted at the lease's effective interest rate. Increased charge-offs or additions to specific reserves generally result in increased provisions for credit losses.
Our loan and lease portfolio, excluding impaired loans and leases, which are evaluated individually, is categorized into several pools for purposes of determining allowance amounts by pool. The pools we currently evaluate are: commercial real estate construction, residential real estate construction, SBA real estate, hospitality real estate, real estate other, commercial collateralized, commercial unsecured, SBA commercial, consumer, asset-based and leasing. Within these pools, we then evaluate loans and leases not adversely classified, which we refer to as "pass" credits, separately from adversely classified loans and leases. The adversely classified loans and leases are further grouped into three credit risk rating categories: "special mention," "substandard," and "doubtful," which we define as follows:
- •
- Special Mention: Loans and leases classified as "special mention" have a potential weakness that requires management's
attention. If not addressed, these potential weaknesses may result in further deterioration in the borrower's ability to repay the loan or lease.
- •
- Substandard: Loans and leases classified as "substandard" have a well-defined weakness or weaknesses that jeopardize the
collection of the debt. They are characterized by the possibility that we will sustain some loss if the weaknesses are not corrected.
- •
- Doubtful: Loans and leases classified as "doubtful" have all the weaknesses of those classified as "substandard," with the additional trait that the weaknesses make collection or repayment in full highly questionable and improbable.
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In addition, we may refer to the loans and leases classified as "substandard" and "doubtful" together as "classified" loans and leases. For further information on classified loans and leases, see Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
The allowance amounts for "pass" rated loans and leases and those loans and leases adversely classified, which are not reviewed individually, are determined using historical loss rates developed through migration analysis. The migration analysis is updated quarterly based on historic losses and movement of loans between ratings. As a result of this migration analysis and its quarterly updating, decreases we experience in both charge-offs and adverse classifications generally result in lower loss factors.
Finally, in order to ensure our allowance methodology is incorporating recent trends and economic conditions, we apply environmental and general economic factors to our allowance methodology including: credit concentrations; delinquency trends; economic and business conditions; the quality of lending management and staff; lending policies and procedures; loss and recovery trends; nature and volume of the portfolio; nonaccrual and problem loan trends; usage trends of unfunded commitments; and other adjustments for items not covered by other factors.
Management believes that the allowance for loan and lease losses is adequate and appropriate for the known and inherent risks in our Non-PCI loan and lease portfolio. In making its evaluation, management considers certain quantitative and qualitative factors including the Company's historical loss experience; the volume and type of lending conducted by the Company; the results of our credit review process; the levels of classified and criticized loans and leases; the levels of impaired loans and leases, including nonperforming loans and leases and performing restructured loans; regulatory policies; general economic conditions; underlying collateral values; and other factors regarding collectability and impairment. To the extent we experience, for example, increased levels of documentation deficiencies, adverse changes in collateral values, or negative changes in economic and business conditions, which adversely affect our borrowers, our classified loans and leases may increase. Higher levels of classified loans and leases generally result in higher allowances for loan and lease losses.
We recognize that the determination of the allowance for loan and lease losses is sensitive to the assigned credit risk ratings and inherent loss rates at any given point in time. Therefore, we perform sensitivity analyses to provide insight regarding the impact that adverse changes in credit risk ratings may have on our allowance for loan and lease losses. The sensitivity analyses have inherent limitations and are based on various assumptions as of a point in time and, accordingly, it is not necessarily representative of the impact loan risk rating changes may have on the allowance for loan and lease losses.
At December 31, 2013, in the event that 1% of our Non-PCI loans and leases were downgraded one credit risk rating category for each category (e.g., 1% of the "pass" category moved to the "special mention" category, 1% of the "special mention" category moved to the "substandard" category, and 1% of the "substandard" category moved to the "doubtful" category within our current allowance methodology), the allowance for credit losses would have increased by approximately $1.3 million. In the event that 5% of our Non- PCI loans and leases were downgraded one credit risk category, the allowance for credit losses would have increased by approximately $6.7 million.
Given our current risk management processes, we believe that the credit risk ratings and inherent loss rates currently assigned are appropriate. It is possible that others, given the same information, may at any point in time reach different conclusions that could be significant to the Company's financial statements. In addition, current credit risk ratings are subject to change as we continue to review loans and leases within our portfolio and as our borrowers are impacted by economic trends within their market areas.
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Although we have established an allowance for loan and lease losses that we consider appropriate, there can be no assurance that the established allowance for loan and lease losses will be sufficient to offset losses on loans and leases in the future. Management also believes that the reserve for unfunded loan commitments is appropriate. In making this determination, we use the same methodology for the reserve for unfunded loan commitments as we do for the allowance for loan and lease losses and consider the same quantitative and qualitative factors, as well as an estimate of the probability of advances of the commitments correlated to their credit risk rating.
Allowance for Credit Losses on Purchased Credit Impaired Loans
The purchased credit impaired ("PCI") loans are subject to our internal and external credit review. If deterioration in the expected cash flows results in a reserve requirement, a provision for credit losses is charged to earnings. For PCI loans, the allowance for loan losses is measured at the end of each financial reporting period based on expected cash flows. Decreases or (increases) in the amount and changes in the timing of expected cash flows on the PCI loans as of the financial reporting date compared to those previously estimated are usually recognized by recording a provision or a (negative provision) for credit losses on such loans.
Goodwill and Other Intangible Assets
Goodwill and intangible assets arise from the acquisition method of accounting for business combinations. Goodwill and other intangible assets generated from business combinations and deemed to have indefinite lives are not subject to amortization and are instead tested for impairment at least annually. Intangible assets with definite lives arising from business combinations are tested for impairment quarterly.
Our other intangible assets with definite lives include core deposit and customer relationship intangibles. The establishment and subsequent amortization of these intangible assets requires several assumptions including, among other things, the estimated cost to service deposits acquired, discount rates, estimated attrition rates and useful lives. These intangibles are being amortized over their estimated useful lives up to 10 years and tested for impairment quarterly. If the value of the core deposit intangible or the customer relationship intangible is determined to be less than the carrying value in future periods, a write-down would be taken through a charge to our earnings. The most significant element in evaluation of these intangibles is the attrition rate of the acquired deposits or loan relationships. If such attrition rate were to accelerate from that which we expected, the intangible may have to be reduced by a charge to earnings. The attrition rate related to deposit flows or loan flows is influenced by many factors, the most significant of which are alternative yields for loans and deposits available to customers and the level of competition from other financial institutions and financial services companies.
Deferred Income Tax Assets
Our deferred income tax assets arise from differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. From an accounting standpoint, we determine whether a deferred tax asset is realizable based on facts and circumstances, including the Company's current and projected future tax position, the historical level of our taxable income, and estimates of our future taxable income. In most cases, the realization of deferred tax assets is based on our future profitability. If we were to experience either reduced profitability or operating losses in a future period, the realization of our deferred tax assets may no longer be considered more likely than not that they will be realized. In such an instance, we could be required to record a valuation allowance on our deferred tax assets by charging earnings.
58
Certain discussion in this Form 10-K contains certain non-GAAP financial disclosures for adjusted earnings from continuing operations before income taxes, adjusted efficiency ratio, adjusted allowance for credit losses to loans and leases, return on average tangible equity, and tangible common equity ratio. The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company's operational performance and to enhance investors' overall understanding of such financial performance. As analysts and investors view adjusted earnings from continuing operations before income taxes as an indicator of the Company's ability to both generate earnings and 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. As the allowance for credit losses takes into account credit deterioration on acquired loans and leases, which include an estimate of credit losses in their initial fair values, we disclose the adjusted allowance for credit losses to loans and leases in addition to the allowance for credit losses to loans and leases. The adjusted allowance for credit losses to loans and leases excludes acquired loans and leases and the related allowance. Given that the use of return on average tangible equity, tangible common equity amounts and ratios, and tangible book value per share is prevalent among banking regulators, investors and analysts, we disclose our return on average tangible equity in addition to return on average equity, our tangible common equity ratio in addition to the equity-to-assets ratio, and tangible book value per share in addition to book value per share. The methodology for determining adjusted earnings from continuing operations before income taxes, adjusted efficiency ratio, adjusted allowance for credit losses to loans and leases, return on average tangible equity, and tangible common equity may differ among companies.
These non-GAAP financial measures are presented for supplemental informational purposes only for understanding the Company's operating results and should not be considered a substitute for financial information presented in accordance with U.S. generally accepted accounting principles ("GAAP").
The following tables present performance amounts and ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measurements to the GAAP financial measurements:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Adjusted Earnings From Continuing Operations Before Income Taxes |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Earnings from continuing operations before income taxes |
$ | 75,480 | $ | 93,496 | $ | 87,504 | ||||
Plus: Provision (negative provision) for credit losses |
(4,210 | ) | (12,819 | ) | 26,570 | |||||
Accelerated vesting of restricted stock |
12,420 | — | — | |||||||
Non-covered OREO (income) expense, net |
330 | 4,150 | 7,010 | |||||||
Covered OREO (income) expense, net |
(1,833 | ) | 6,781 | 3,666 | ||||||
Other-than-temporary impairment loss on covered securities |
— | 1,115 | — | |||||||
Acquisition and integration costs |
28,392 | 4,089 | 600 | |||||||
Debt termination expense |
— | 22,598 | — | |||||||
Less: FDIC loss sharing income (expense), net |
(26,172 | ) | (10,070 | ) | 7,776 | |||||
Gain on sale of securities |
137 | 1,239 | — | |||||||
Acquisition-related securities gain |
5,222 | — | — | |||||||
| | | | | | | | | | | |
Adjusted earnings from continuing operations before income taxes |
$ | 131,392 | $ | 128,241 | $ | 117,574 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
59
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Adjusted Efficiency Ratio
|
2013 | 2012 | 2011 | |||||||
| |
(Dollars in thousands) |
|||||||||
Noninterest expense |
$ | 230,687 | $ | 211,662 | $ | 179,993 | ||||
Less: Accelerated vesting of restricted stock |
12,420 | — | — | |||||||
Non-covered OREO (income) expense, net |
330 | 4,150 | 7,010 | |||||||
Covered OREO (income) expense, net |
(1,833 | ) | 6,781 | 3,666 | ||||||
Acquisition and integration costs |
28,392 | 4,089 | 600 | |||||||
Debt termination expense |
— | 22,598 | — | |||||||
| | | | | | | | | | | |
Adjusted noninterest expense |
$ | 191,378 | $ | 174,044 | $ | 168,717 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net interest income |
$ | 297,713 | $ | 276,467 | $ | 262,641 | ||||
Noninterest income |
4,244 | 15,872 | 31,426 | |||||||
| | | | | | | | | | | |
Net revenues |
301,957 | 292,339 | 294,067 | |||||||
Less: FDIC loss sharing income (expense), net |
(26,172 | ) | (10,070 | ) | 7,776 | |||||
Gain on sale of securities |
137 | 1,239 | — | |||||||
Acquisition-related securities gain |
5,222 | — | — | |||||||
Other-than-temporary impairment loss on covered securities |
— | (1,115 | ) | — | ||||||
| | | | | | | | | | | |
Adjusted net revenues |
$ | 322,770 | $ | 302,285 | $ | 286,291 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Base efficiency ratio(1) |
76.4 | % | 72.4 | % | 61.2 | % | ||||
Adjusted efficiency ratio(2) |
59.3 | % | 57.6 | % | 58.9 | % | ||||
- (1)
- Noninterest
expense divided by net revenues.
- (2)
- Adjusted noninterest expense divided by adjusted net revenues.
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
Adjusted Allowance for Credit Losses to Loans and Leases (Excludes PCI Loans) |
2013 | 2012 | |||||
| |
(Dollars in thousands) |
||||||
Allowance for credit losses |
$ | 67,816 | $ | 72,119 | |||
Less: Allowance related to acquired loans and leases |
607 | 1,046 | |||||
| | | | | | | | |
Adjusted allowance for credit losses |
$ | 67,209 | $ | 71,073 | |||
| | | | | | | | |
| | | | | | | | |
Gross loans and leases |
$ | 3,930,539 | $ | 3,074,947 | |||
Less: Carrying value of acquired Non-PCI loans and leases |
1,060,172 | 298,456 | |||||
| | | | | | | | |
Adjusted loans and leases |
$ | 2,870,367 | $ | 2,776,491 | |||
| | | | | | | | |
| | | | | | | | |
Allowance for credit losses to loans and leases(1) |
1.73 | % | 2.35 | % | |||
Adjusted allowance for credit losses to loans and leases(2) |
2.34 | % | 2.56 | % | |||
- (1)
- Allowance
for credit losses divided by gross loans and leases.
- (2)
- Adjusted allowance for credit losses divided by adjusted loans and leases.
60
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Return on Average Tangible Equity
|
2013 | 2012 | 2011 | |||||||
| |
(Dollars in thousands) |
|||||||||
PacWest Bancorp Consolidated: |
||||||||||
Net earnings |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Average stockholders' equity |
$ | 718,920 | $ | 567,342 | $ | 510,990 | ||||
Less: Average intangible assets |
172,096 | 84,545 | 63,656 | |||||||
| | | | | | | | | | | |
Average tangible common equity |
$ | 546,824 | $ | 482,797 | $ | 447,334 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Return on average equity(1) |
6.28 | % | 10.01 | % | 9.92 | % | ||||
Return on average tangible equity(2) |
8.25 | % | 11.76 | % | 11.33 | % | ||||
- (1)
- Calculated
as net earnings divided by average stockholders' equity.
- (2)
- Calculated as net earnings divided by average tangible common equity.
| |
December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Tangible Common Equity
|
2013 | 2012 | 2011 | |||||||
| |
(Dollars in thousands) |
|||||||||
PacWest Bancorp Consolidated: |
||||||||||
Stockholders' equity |
$ | 809,093 | $ | 589,121 | $ | 546,203 | ||||
Less: Intangible assets |
225,991 | 94,589 | 56,556 | |||||||
| | | | | | | | | | | |
Tangible common equity |
$ | 583,102 | $ | 494,532 | $ | 489,647 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets |
$ | 6,533,363 | $ | 5,463,658 | $ | 5,528,237 | ||||
Less: Intangible assets |
225,991 | 94,589 | 56,556 | |||||||
| | | | | | | | | | | |
Tangible assets |
$ | 6,307,372 | $ | 5,369,069 | $ | 5,471,681 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Equity to assets ratio |
12.38 | % | 10.78 | % | 9.88 | % | ||||
Tangible common equity ratio(1) |
9.24 | % | 9.21 | % | 8.95 | % | ||||
Book value per share |
$ | 17.66 | $ | 15.74 | $ | 14.66 | ||||
Tangible book value per share(2) |
$ | 12.73 | $ | 13.22 | $ | 13.14 | ||||
Shares outstanding |
45,822,834 | 37,420,909 | 37,254,318 | |||||||
Pacific Western Bank: |
||||||||||
Stockholders' equity |
$ | 911,200 | $ | 649,656 | $ | 625,494 | ||||
Less: Intangible assets |
225,991 | 94,589 | 56,556 | |||||||
| | | | | | | | | | | |
Tangible common equity |
$ | 685,209 | $ | 555,067 | $ | 568,938 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets |
$ | 6,523,742 | $ | 5,443,484 | $ | 5,512,025 | ||||
Less: Intangible assets |
225,991 | 94,589 | 56,556 | |||||||
| | | | | | | | | | | |
Tangible assets |
$ | 6,297,751 | $ | 5,348,895 | $ | 5,455,469 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Equity to assets ratio |
13.97 | % | 11.93 | % | 11.35 | % | ||||
Tangible common equity ratio(1) |
10.88 | % | 10.38 | % | 10.43 | % | ||||
- (1)
- Calculated
as tangible common equity divided by tangible assets.
- (2)
- Calculated as tangible common equity divided by shares outstanding.
61
Acquisitions Impact Earnings Performance
The comparability of financial information is affected by our acquisitions. We completed the following four acquisitions during the three years ended December 31, 2013: (1) Pacific Western Equipment Finance, or EQF, on January 3, 2012; (2) Celtic Capital Corporation, or Celtic, on April 3, 2012; (3) American Perspective Bank, or APB, on August 1, 2012, and (4) First California Financial Group, Inc., or FCAL, on May 31, 2013. These acquisitions have been accounted for using the acquisition method of accounting and, accordingly, their operating results have been included in the consolidated financial statements from their respective acquisition dates.
Net Interest Income
Net interest income, which is our principal source of income, represents the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest margin is net interest income expressed as a percentage of average interest-earning assets. The following table presents, for the periods indicated, the distribution of average assets, liabilities and stockholders' equity, as well as interest income and yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities.
62
| |
Year Ended December 31, | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||||||||||||||||||||
| |
Average Balance |
Interest Income/ Expense |
Yields and Rates |
Average Balance |
Interest Income/ Expense |
Yields and Rates |
Average Balance |
Interest Income/ Expense |
Yields and Rates |
|||||||||||||||||||
| |
(Dollars in thousands) |
|||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||
Loans and leases, net of unearned income(1) |
$ | 3,975,337 | $ | 272,726 | 6.86 | % | $ | 3,548,369 | $ | 260,230 | 7.33 | % | $ | 3,755,190 | $ | 260,143 | 6.93 | % | ||||||||||
Investment securities(2) |
1,460,516 | 36,923 | 2.53 | % | 1,373,640 | 35,657 | 2.60 | % | 1,100,869 | 34,785 | 3.16 | % | ||||||||||||||||
Deposits in financial institutions |
104,092 | 265 | 0.25 | % | 87,600 | 228 | 0.26 | % | 136,447 | 356 | 0.26 | % | ||||||||||||||||
Federal funds sold |
— | — | — | 2 | — | — | — | — | — | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest-earning assets |
5,539,945 | $ | 309,914 | 5.59 | % | 5,009,611 | $ | 296,115 | 5.91 | % | 4,992,506 | $ | 295,284 | 5.91 | % | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other assets |
576,908 | 468,024 | 492,577 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets |
$ | 6,116,853 | $ | 5,477,635 | $ | 5,485,083 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||||||||||||||
Interest checking deposits |
$ | 582,408 | $ | 303 | 0.05 | % | $ | 515,767 | $ | 268 | 0.05 | % | $ | 491,145 | $ | 777 | 0.16 | % | ||||||||||
Money market deposits |
1,400,065 | 2,455 | 0.18 | % | 1,219,457 | 2,314 | 0.19 | % | 1,227,482 | 5,356 | 0.44 | % | ||||||||||||||||
Savings deposits |
194,300 | 63 | 0.03 | % | 159,888 | 50 | 0.03 | % | 150,837 | 226 | 0.15 | % | ||||||||||||||||
Time deposits |
753,122 | 5,047 | 0.67 | % | 889,146 | 10,639 | 1.20 | % | 1,077,930 | 14,290 | 1.33 | % | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest-bearing deposits |
2,929,895 | 7,868 | 0.27 | % | 2,784,258 | 13,271 | 0.48 | % | 2,947,394 | 20,649 | 0.70 | % | ||||||||||||||||
Borrowings |
12,979 | 537 | 4.14 | % | 98,787 | 2,656 | 2.69 | % | 225,542 | 7,071 | 3.14 | % | ||||||||||||||||
Subordinated debentures |
122,649 | 3,796 | 3.10 | % | 112,015 | 3,721 | 3.32 | % | 129,432 | 4,923 | 3.80 | % | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest-bearing liabilities |
3,065,523 | $ | 12,201 | 0.40 | % | 2,995,060 | $ | 19,648 | 0.66 | % | 3,302,368 | $ | 32,643 | 0.99 | % | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing demand deposits |
2,186,697 | 1,870,088 | 1,627,729 | |||||||||||||||||||||||||
Other liabilities |
145,713 | 45,145 | 43,996 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities |
5,397,933 | 4,910,293 | 4,974,093 | |||||||||||||||||||||||||
Stockholders' equity |
718,920 | 567,342 | 510,990 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity |
$ | 6,116,853 | $ | 5,477,635 | $ | 5,485,083 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income |
$ | 297,713 | $ | 276,467 | $ | 262,641 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest rate spread |
5.19 | % | 5.25 | % | 4.92 | % | ||||||||||||||||||||||
Net interest margin |
5.37 | % | 5.52 | % | 5.26 | % | ||||||||||||||||||||||
Total deposits |
$ | 5,116,592 | $ | 4,654,346 | $ | 4,575,123 | ||||||||||||||||||||||
All-in deposit cost(3) |
0.15 | % | 0.29 | % | 0.45 | % | ||||||||||||||||||||||
- (1)
- Includes
nonaccrual loans and leases and loan fees.
- (2)
- Interest
income on investment securities includes non-taxable interest of $11.8 million, $5.6 million, and $1.2 million
for 2013, 2012, and 2011, respectively. The tax-equivalent yield on investment securities was 2.93%, 2.76% and 3.22% for 2013, 2012 and 2011, respectively.
- (3)
- All-in deposit cost is calculated as annualized interest expense on deposits divided by average total deposits.
Net interest income is affected by changes in both interest rates and the volume of average interest-earning assets and interest-bearing liabilities. The changes in the amount and mix of average interest-earning assets and interest-bearing liabilities are referred to as changes in "volume." The changes in the yields earned on average interest-earning assets and rates paid on average interest-bearing liabilities are referred to as changes in "rate." The change in interest income/expense attributable to volume reflects the change in volume multiplied by the prior year's rate and the change in interest income/expense attributable to rate reflects the change in rates multiplied by the prior year's volume. The changes in interest income and expense, which are not attributable specifically to either volume or rate, are allocated ratably between the two categories.
63
The following table presents, for the years indicated, changes in interest income and expense and the amount of change attributable to changes in volume and rate:
| |
2013 Compared to 2012 | 2012 Compared to 2011 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
Increase (Decrease) Due to |
|
Increase (Decrease) Due to |
|||||||||||||||
| |
Total Increase (Decrease) |
Total Increase (Decrease) |
|||||||||||||||||
| |
Volume | Rate | Volume | Rate | |||||||||||||||
| |
(In thousands) |
||||||||||||||||||
Interest Income: |
|||||||||||||||||||
Loans and leases |
$ | 12,496 | $ | 29,998 | $ | (17,502 | ) | $ | 87 | $ | (14,735 | ) | $ | 14,822 | |||||
Investment securities |
1,266 | 2,213 | (947 | ) | 872 | 7,725 | (6,853 | ) | |||||||||||
Deposits in financial institutions |
37 | 42 | (5 | ) | (128 | ) | (127 | ) | (1 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Total interest income |
13,799 | 32,253 | (18,454 | ) | 831 | (7,137 | ) | 7,968 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Interest Expense: |
|||||||||||||||||||
Interest checking deposits |
35 | 35 | — | (509 | ) | 37 | (546 | ) | |||||||||||
Money market deposits |
141 | 326 | (185 | ) | (3,042 | ) | (35 | ) | (3,007 | ) | |||||||||
Savings deposits |
13 | 11 | 2 | (176 | ) | 13 | (189 | ) | |||||||||||
Time deposits |
(5,592 | ) | (1,443 | ) | (4,149 | ) | (3,651 | ) | (2,346 | ) | (1,305 | ) | |||||||
| | | | | | | | | | | | | | | | | | | | |
Total interest-bearing deposits |
(5,403 | ) | (1,071 | ) | (4,332 | ) | (7,378 | ) | (2,331 | ) | (5,047 | ) | |||||||
Borrowings |
(2,119 | ) | (3,074 | ) | 955 | (4,415 | ) | (3,522 | ) | (893 | ) | ||||||||
Subordinated debentures |
75 | 339 | (264 | ) | (1,202 | ) | (619 | ) | (583 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Total interest expense |
(7,447 | ) | (3,806 | ) | (3,641 | ) | (12,995 | ) | (6,472 | ) | (6,523 | ) | |||||||
| | | | | | | | | | | | | | | | | | | | |
Net interest income |
$ | 21,246 | $ | 36,059 | $ | (14,813 | ) | $ | 13,826 | $ | (665 | ) | $ | 14,491 | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The net interest margin ("NIM") is impacted by several items that cause volatility from period to period. The effects of such items on the NIM are shown in the following table for the periods indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Items Impacting NIM Volatility
|
2013 | 2012 | 2011 | |||||||
| |
Increase (Decrease) in NIM |
|||||||||
Accelerated accretion of acquisition discounts resulting from PCI loan payoffs |
0.08 | % | 0.16 | % | 0.18 | % | ||||
Nonaccrual loan interest |
0.01 | % | 0.01 | % | 0.01 | % | ||||
Unearned income on the early repayment of leases |
0.02 | % | 0.05 | % | — | |||||
Celtic loan portfolio premium amortization |
(0.01 | )% | (0.03 | )% | — | |||||
| | | | | | | | | | | |
Total |
0.10 | % | 0.19 | % | 0.19 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As reported NIM |
5.37 | % | 5.52 | % | 5.26 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Core NIM |
5.27 | % | 5.33 | % | 5.07 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
64
The following table presents the loan yields and related average balances for our Non-PCI loans and leases, PCI loans, and total loan and lease portfolio for the periods indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(Dollars in thousands |
|||||||||
Yields: |
||||||||||
Non-PCI loans and leases |
6.38 | % | 6.82 | % | 6.49 | % | ||||
PCI loans |
10.63 | % | 9.66 | % | 8.52 | % | ||||
Total loans and leases |
6.86 | % | 7.33 | % | 6.93 | % | ||||
Average Balances: |
||||||||||
Non-PCI loans and leases |
$ | 3,528,278 | $ | 2,935,420 | $ | 2,948,696 | ||||
PCI loans |
447,059 | 612,949 | 806,494 | |||||||
| | | | | | | | | | | |
Total loans and leases |
$ | 3,975,337 | $ | 3,548,369 | $ | 3,755,190 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Reductions in the higher yielding PCI loans will result in lower net interest income in the absence of larger amounts of originated or acquired non-impaired loans. The loan yield is impacted by the same items which cause volatility in the NIM. The following table presents the effects of these items on the total loan and lease yield for the periods indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Items Impacting Loan and Lease Yield Volatility
|
2013 | 2012 | 2011 | |||||||
| |
Increase (Decrease) in Loan Yield |
|||||||||
Accelerated accretion of acquisition discounts resulting from PCI loan payoffs |
0.12 | % | 0.21 | % | 0.24 | % | ||||
Nonaccrual loan interest |
0.01 | % | 0.02 | % | 0.02 | % | ||||
Unearned income on the early repayment of leases |
0.03 | % | 0.07 | % | — | |||||
Celtic loan portfolio premium amortization |
(0.02 | )% | (0.04 | )% | — | |||||
| | | | | | | | | | | |
Total |
0.14 | % | 0.26 | % | 0.26 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As reported loan and lease yield |
6.86 | % | 7.33 | % | 6.93 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Core loan and lease yield |
6.72 | % | 7.07 | % | 6.67 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
2013 Compared to 2012
Our net interest margin and net interest income are driven by the combination of our loan and securities volume, asset yield, high proportion of demand deposit balances to total deposits, and disciplined deposit pricing.
The 2013 NIM was 5.37%, a decrease of 15 basis points from 5.52% for last year. The decrease was due to lower yields on loans and leases and investment securities, offset partially by lower funding costs.
Net interest income increased $21.2 million to $297.7 million for the year ended December 31, 2013 compared to 2012; interest income increased $13.8 million and interest expense decreased $7.4 million. Interest income on loans and leases increased $12.5 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 acquisitions including FCAL on May 31, 2013 and APB on August 1, 2012. 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 income on investment securities increased $1.3 million due mostly to higher average portfolio balances from purchases during the year. Interest expense on deposits decreased $5.4 million due mainly to a lower average rate and
65
balances for time deposits. Interest expense on borrowings declined $2.1 million due mostly to lower average borrowings; we repaid fixed-rate term FHLB advances at the end of the first quarter of 2012 and have used lower cost overnight FHLB advances as needed.
The yield on average loans and leases decreased 47 basis points to 6.86% for the year ended December 31, 2013 compared to 7.33% for the prior year, due 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 $4.4 million for the year ended December 31, 2013 and $7.6 million for the prior year, increasing the loan yields by 12 basis points and 21 basis points, respectively. Total income from early lease payoffs was $1.3 million for the year ended December 31, 2013 and $2.4 million for the prior year.
All-in deposit cost declined 14 basis points to 0.15% for the year ended December 31, 2013 compared to last year. The cost of interest-bearing deposits declined 21 basis points to 0.27% 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 26 basis points to 0.40% due to the reduction in the cost of time deposits and lower average fixed-rate borrowings; we repaid $225.0 million in fixed-rate term FHLB advances and redeemed $18.6 million in subordinated debentures in the first quarter of 2012.
2012 Compared to 2011
The 2012 NIM was 5.52%, an increase of 26 basis points from 5.26% for 2011. The increase was due to growth in low cost deposits, lower wholesale funding and higher loan and leases yields, offset partially by lower average loan and leases and an increase in lower yielding investment securities.
The $13.8 million increase in net interest income for 2012 compared to 2011 was due to lower funding costs of $13.0 million and higher interest income of $831,000. Interest expense decreased as a result of strong growth in low cost deposits, lower rates on all interest-bearing deposits and lower average wholesale funding. Interest expense on deposits decreased $7.4 million. The cost of all interest-bearing deposits decreased 22 basis points to 0.48% and the all-in deposit cost decreased 16 basis points to 0.29% for 2012. Average noninterest-bearing deposits increased $242.4 million while average time deposits declined $188.8 million. All other average interest-bearing deposits increased $25.7 million year-over-year. Interest expense on borrowings declined $4.4 million due to lower average borrowings of $126.8 million and a lower average rate on such borrowings; we repaid $225.0 million in fixed-rate term FHLB advances at the end of the first quarter of 2012, which were replaced with lower cost overnight FHLB advances and low cost deposits. Interest expense on subordinated debentures decreased $1.2 million due to the March 2012 redemption of $18.6 million in fixed-rate subordinated debentures. The cost of interest-bearing liabilities decreased 33 basis points to 0.66% due to the reduction in the cost of interest-bearing deposits and the first quarter of 2012 repayment of the fixed-rate term FHLB advances and the redemption of the fixed-rate subordinated debentures.
The increase in interest income was attributed to increases in the securities portfolio which offset the expected decreases in the loan portfolio. Average securities increased $272.8 million while the securities yield declined 56 basis points to 2.60%; such decline in yield was in-line with market trends during 2012. Average loans decreased $206.8 million while the loan yield increased 40 basis points to 7.33%. The lower average loans and leases included $393.2 million of acquired loans and leases and the expected decreases of Non-PCI and PCI loans. The higher loan and leases yield was attributed to the addition of Celtic's and EQF's higher-yielding loan and lease portfolios. The loan and lease yield, earning asset yield and net interest margin are all affected by loans and leases being placed on or removed from nonaccrual status and the acceleration of acquisition discounts on early repayment of PCI loans; the combination of these items increased interest income $8.1 million and positively impacted the net interest margin 17 basis points in 2012. For 2011, these items increased interest income $9.5 million and increased the net interest margin 19 basis points.
66
Provision for Credit Losses
The following table presents the details of the provision for credit losses, the related year-over-year increases and decreases, and allowance for credit losses data for the years indicated:
| |
Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | Increase (Decrease) |
2012 | Increase (Decrease) |
2011 | |||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Provision For Credit Losses: |
||||||||||||||||
Addition to (reduction in) allowance for Non-PCI loans and leases |
$ | (1,355 | ) | $ | 8,395 | $ | (9,750 | ) | $ | (20,255 | ) | $ | 10,505 | |||
Addition to (reduction in) reserve for unfunded loan commitments |
1,355 | 3,605 | (2,250 | ) | (5,045 | ) | 2,795 | |||||||||
| | | | | | | | | | | | | | | | | |
Total provision (negative provision) for Non-PCI loans and leases |
— | 12,000 | (12,000 | ) | (25,300 | ) | 13,300 | |||||||||
Provision (negative provision) for PCI loans |
(4,210 | ) | (3,391 | ) | (819 | ) | (14,089 | ) | 13,270 | |||||||
| | | | | | | | | | | | | | | | | |
Total provision (negative provision) for credit losses |
$ | (4,210 | ) | $ | 8,609 | $ | (12,819 | ) | $ | (39,389 | ) | $ | 26,570 | |||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Non-PCI Allowance for Credit Losses Data: |
||||||||||||||||
Net charge-offs on Non-PCI loans and leases |
$ | 4,303 | $ | (5,361 | ) | $ | 9,664 | $ | (14,181 | ) | $ | 23,845 | ||||
Net charge-off ratios: |
||||||||||||||||
Net charge-offs to average Non-PCI loans and leases |
0.12 | % | 0.33 | % | 0.81 | % | ||||||||||
At year-end: |
||||||||||||||||
Allowance for loan and lease losses |
$ | 60,241 | $ | (5,658 | ) | $ | 65,899 | $ | (19,414 | ) | $ | 85,313 | ||||
Allowance for credit losses |
67,816 | (4,303 | ) | 72,119 | (21,664 | ) | 93,783 | |||||||||
Non-PCI nonaccrual loans and leases |
46,774 | 5,012 | 41,762 | (19,857 | ) | 61,619 | ||||||||||
Non-PCI classified loans and leases |
127,311 | 26,292 | 101,019 | (84,541 | ) | 185,560 | ||||||||||
Allowance for credit losses to Non-PCI loans and leases |
1.73 | % | 2.35 | % | 3.30 | % | ||||||||||
Allowance for credit losses to Non-PCI nonaccrual loans and leases |
145.0 | % | 172.7 | % | 152.2 | % | ||||||||||
Provisions for credit losses are charged to earnings as and when needed for both on and off-balance sheet credit exposures. We have a provision for credit losses on our non-purchased credit impaired ("Non-PCI") loans and leases and a provision for credit losses on our purchased credit impaired ("PCI') loans. The provision for credit losses on our Non-PCI loans and leases is based on our allowance methodology and is an expense, or contra-expense, that, in our judgment, is required to maintain the adequacy of the allowance for loan and lease losses and the reserve for unfunded loan commitments. Our allowance methodology reflects historical and current net charge-offs, the levels and trends 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. The provision for credit losses on our PCI loans results from decreases or increases in expected cash flows on such loans compared to those previously estimated.
We made negative provisions for credit losses totaling $4.2 million and $12.8 million during 2013 and 2012, respectively, and provision for credit losses totaling $26.6 million during 2011. The 2013 negative provision for credit losses consisted of a $1.4 million reduction to the allowance for Non-PCI loans and leases, a $1.4 million addition to the reserve for unfunded loan commitments, and $4.2 million reduction to the allowance for PCI loans. The negative 2013 provision for PCI loans was driven by increases in expected and actual cash flows on PCI loan pools compared to those previously
67
estimated. Increases in actual cash flows include early payoffs and/or amounts received in excess of previous estimates. The 2012 negative provision for credit losses consisted of a $9.8 million reduction to the allowance for loan and lease losses on the Non-PCI loan and lease portfolio, a $2.2 million reduction to the reserve for unfunded loan commitments, and an $819,000 reduction to the allowance for credit losses on PCI loans. The negative 2012 provision for Non-PCI loans was based on our allowance methodology, which reflected (a) lower net charge-offs, (b) declining levels and improving trends of nonaccrual and classified loans and leases, (c) the migration of loans and leases into various risk classifications, and (d) a decline in Non-PCI loans when acquisition activity is excluded. The 2011 provision for credit losses was comprised of a $10.5 million addition to the allowance for loan losses on the Non-PCI loan portfolio, a $2.8 million addition to the reserve for unfunded loan commitments, and a $13.3 million addition to the allowance for credit losses on PCI loans.
Our Non-PCI loans and leases at December 31, 2013, included $1.1 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 included an amount for credit deterioration on acquired loans and leases since their acquisition dates. At December 31, 2013, the allowance for credit losses included $607,000 attributed to these acquired loans and leases. When these acquired loans and leases are excluded from the total of Non-PCI loans and leases and the related allowance of $607,000 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 2.34% at December 31, 2013; the comparable ratio at December 31, 2012 was 2.56%.
Increased provisions for credit losses may be required in the future based on loan and unfunded commitment growth, the effect that changes in economic conditions, such as inflation, unemployment, market interest rate levels, and real estate values, may have on the ability of our borrowers to repay their loans, and other negative conditions specific to our borrowers' businesses. See "—Critical Accounting Policies," "—Financial Condition—Allowance for Credit Losses on Non-PCI Loans," "—Financial Condition—Allowance for Credit Losses on PCI Loans," and Note 1(h), Nature of Operations and Summary of Significant Accounting Policies—Impaired Loans and Leases and Allowances for Credit Losses and Leases, and Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
68
Noninterest Income
The following table presents the details of noninterest income and related year-over-year increases and decreases for the years indicated:
| |
Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | Increase (Decrease) |
2012 | Increase (Decrease) |
2011 | |||||||||||
| |
(In thousands) |
|||||||||||||||
Noninterest Income: |
||||||||||||||||
Service charges on deposit accounts |
$ | 11,765 | $ | (1,087 | ) | $ | 12,852 | $ | (977 | ) | $ | 13,829 | ||||
Other commissions and fees |
8,416 | 290 | 8,126 | 510 | 7,616 | |||||||||||
Gain on sale of leases |
1,791 | (976 | ) | 2,767 | 2,767 | — | ||||||||||
Gain on sale of securities |
137 | (1,102 | ) | 1,239 | 1,239 | — | ||||||||||
Acquisition-related securities gain |
5,222 | 5,222 | — | — | — | |||||||||||
Other-than-temporary-impairment losses on covered securities |
— | 1,115 | (1,115 | ) | (1,115 | ) | — | |||||||||
Increase in cash surrender value of life insurance |
1,164 | (100 | ) | 1,264 | (179 | ) | 1,443 | |||||||||
FDIC loss sharing income (expense), net |
(26,172 | ) | (16,102 | ) | (10,070 | ) | (17,846 | ) | 7,776 | |||||||
Other income |
1,921 | 1,112 | 809 | 47 | 762 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total noninterest income |
$ | 4,244 | $ | (11,628 | ) | $ | 15,872 | $ | (15,554 | ) | $ | 31,426 | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The following table presents the details of FDIC loss sharing income (expense), net for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
FDIC Loss Sharing Income, Net: |
||||||||||
Gain (loss) on FDIC loss sharing asset(1) |
$ | 2,320 | $ | (5,487 | ) | $ | 8,379 | |||
FDIC loss sharing asset amortization, net |
(26,829 | ) | (10,658 | ) | (3,063 | ) | ||||
Net reimbursement (to) from FDIC for covered OREOs(2) |
(1,547 | ) | 5,164 | 2,416 | ||||||
Other-than-temporary impairment losses on covered securities |
— | 892 | — | |||||||
Other |
(116 | ) | 19 | 44 | ||||||
| | | | | | | | | | | |
Total FDIC loss sharing income (expense), net |
$ | (26,172 | ) | $ | (10,070 | ) | $ | 7,776 | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Includes
increases related to covered loan loss provisions and decreases for: (a) write-offs for covered loans expected to be resolved
at amounts higher than their carrying values, and (b) amounts to be reimbursed to the FDIC for covered loans resolved at amounts higher than their carrying values.
- (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.
2013 Compared to 2012
Noninterest income declined by $11.7 million to $4.2 million during the year ended December 31, 2013 compared to $15.9 million for last year. The decrease was due mainly to higher net FDIC loss sharing expense of $16.1 million in 2013 and the $5.2 million non-taxable acquisition-related securities gain 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.
69
2012 Compared to 2011
Noninterest income decreased by $15.5 million to $15.9 million for 2012 compared to $31.4 million for 2011. The decrease was due mostly to lower net FDIC loss sharing income of $17.8 million, higher other-than-temporary impairment ("OTTI") losses of $1.1 million, and lower fee income from service charges on deposit accounts of $977,000. These decreases in noninterest income were offset, in part, by $4.0 million of gains on sales of leases and securities; there were no such gains in 2011. Net FDIC loss sharing income decreased due mainly to higher write-downs and amortization of the FDIC loss sharing asset, offset by higher net covered OREO costs and covered investment security losses. The write-downs and amortization of the FDIC loss sharing asset are the result of lower losses collectable from the FDIC, which include both the current period activity and estimated future activity on covered PCI loans. This occurs when expected cash flows on covered PCI loan pools improve causing the carrying value of the FDIC loss sharing asset to be reduced in the current reporting period. The OTTI loss related to one covered investment security due to deteriorating cash flows and significant delinquency of the underlying loan collateral. This OTTI loss was offset partially by related FDIC loss sharing income of $892,000; there were no such impairments or impairment-related loss sharing income in 2011. Lower non-sufficient funds fees caused the decline in service charges on deposit accounts. The 2012 gain on sale of leases related to the acquired EQF operations. The gain on sale of securities relates to the sale of $43.9 million of available-for-sale MBS securities; such securities were identified as generally having a higher volatility than the broader portfolio and were sold as part of our portfolio management activities. During 2012, we also recognized a $297,000 gain on the sale of 10 branches; there was no such gain in 2011.
Noninterest Expense
The following table presents the details of noninterest expense and related increases and decreases for the years indicated:
| |
Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | Increase (Decrease) |
2012 | Increase (Decrease) |
2011 | |||||||||||
| |
(In thousands) |
|||||||||||||||
Noninterest Expense: |
||||||||||||||||
Compensation |
$ | 107,067 | $ | 12,100 | $ | 94,967 | $ | 8,167 | $ | 86,800 | ||||||
Accelerated vesting of restricted stock |
12,420 | 12,420 | — | — | — | |||||||||||
Occupancy |
29,459 | 1,346 | 28,113 | (572 | ) | 28,685 | ||||||||||
Data processing |
9,494 | 374 | 9,120 | 156 | 8,964 | |||||||||||
Other professional services |
9,481 | 1,114 | 8,367 | (619 | ) | 8,986 | ||||||||||
Business development |
3,282 | 744 | 2,538 | 217 | 2,321 | |||||||||||
Communications |
2,923 | 400 | 2,523 | (488 | ) | 3,011 | ||||||||||
Insurance and assessments |
5,596 | 312 | 5,284 | (1,887 | ) | 7,171 | ||||||||||
Non-covered other real estate owned, net |
330 | (3,820 | ) | 4,150 | (2,860 | ) | 7,010 | |||||||||
Covered other real estate owned, net |
(1,833 | ) | (8,614 | ) | 6,781 | 3,115 | 3,666 | |||||||||
Intangible asset amortization |
5,402 | (924 | ) | 6,326 | (2,102 | ) | 8,428 | |||||||||
Acquisition and integration |
28,392 | 24,303 | 4,089 | 3,489 | 600 | |||||||||||
Debt termination |
— | (22,598 | ) | 22,598 | 22,598 | — | ||||||||||
Other expense |
18,674 | 1,868 | 16,806 | 2,455 | 14,351 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total noninterest expense |
$ | 230,687 | $ | 19,025 | $ | 211,662 | $ | 31,669 | $ | 179,993 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
70
The following tables present the components of non-covered and covered OREO expense, net for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Non-Covered OREO Expense: |
||||||||||
Provision for losses |
$ | 818 | $ | 3,820 | $ | 5,026 | ||||
Maintenance costs |
1,082 | 2,018 | 2,177 | |||||||
(Gain) loss on sale |
(1,570 | ) | (1,688 | ) | (193 | ) | ||||
| | | | | | | | | | | |
Total non-covered OREO expense, net |
$ | 330 | $ | 4,150 | $ | 7,010 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Covered OREO Expense: |
||||||||||
Provision for losses |
$ | 1,697 | $ | 10,513 | $ | 11,968 | ||||
Maintenance costs |
101 | 366 | 645 | |||||||
(Gain) loss on sale |
(3,631 | ) | (4,098 | ) | (8,947 | ) | ||||
| | | | | | | | | | | |
Total covered OREO expense, net |
$ | (1,833 | ) | $ | 6,781 | $ | 3,666 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
2013 Compared to 2012
Noninterest expense increased by $19.0 million to $230.7 million during the year ended December 31, 2013 compared to $211.7 million for last year. This increase was due mostly to the combination of: (a) higher acquisition and integration costs of $24.3 million recognized in 2013; (b) accelerated vesting of restricted stock of $12.4 million; and (c) higher compensation expense of $12.1 million due to a higher employee count resulting from acquisition activity; offset in part by: (d) lower debt termination expense of $22.6 million as a result of the early repayments of FHLB advances and subordinated debentures in 2012; and (e) lower OREO expense of $12.4 million due mainly to lower write-downs. Excluding the accelerated vesting of restricted stock, acquisition and integration costs, OREO expense, and debt termination expense, noninterest expense increased $17.3 million due to the bank acquisitions completed on May 31, 2013 and August 1, 2012.
In December 2013, the Company accelerated the vesting of certain restricted stock awards that resulted in a pre-tax charge of $12.4 million ($12.2 million after tax). This action was taken by the Company in order to eliminate an additional $21.0 million of compensation and tax expense related to change in control payments that the Company would have otherwise incurred upon consummation of the CapitalSource merger. Such eliminated expenses relate to tax gross-up payments and the value of lost tax deductions, in each case due to the impact of Sections 280G and 4999 of the Internal Revenue Code as they apply to change in control payments that would have become payable to certain PacWest employees in conjunction with the CapitalSource merger. The restricted stock awards that were vested on an accelerated basis in 2013 would have otherwise vested upon consummation of the CapitalSource merger, and the $12.2 million after-tax charge to earnings that we recorded in December 2013 would have been incurred at that time.
Noninterest expense includes (a) amortization of time-based restricted stock, which vests either in increments over a three to five year period or at the end of such period and is included in compensation expense, and (b) intangible asset amortization, which is related to customer deposits and customer relationship intangible assets. Amortization of restricted stock, excluding the accelerated vesting of restricted stock, totaled $8.5 million and $5.7 million for the years ended December 31, 2013 and 2012, respectively. Intangible asset amortization totaled $5.4 million for the year ended December 31, 2013 compared to $6.3 million for 2012; the decrease was due to certain intangibles being fully amortized.
71
2012 Compared to 2011
Noninterest expense increased by $31.7 million to $211.7 million for 2012 compared to $180.0 million for 2011. The increase was due mostly to $22.6 million in debt termination expense incurred in the first quarter of 2012 for the early repayments of FHLB advances and subordinated debentures; there was no such expense incurred in 2011. Acquisition and integration costs increased $3.5 million as a result of our 2012 acquisition activities, including the then proposed acquisition of FCAL. Covered OREO expense increased by $3.1 million due mostly to lower gains on sales offset by lower write-downs, while non-covered OREO expense decreased $2.8 million due to higher gains on sales of and lower write-downs.
When debt termination expense, acquisition and integration costs, and OREO costs, are excluded, noninterest expense increased $5.3 million; this increase included $15.1 million of noninterest expense for the operations of APB, Celtic and EQF since their respective acquisition dates. The remaining $9.8 million decrease in overhead costs included: (a) lower intangible asset amortization of $2.7 million due to the timing of core deposit and customer relationship intangibles becoming fully amortized; (b) lower compensation costs of $2.0 million due to the staff reduction effort late in 2011 and cost savings from the third quarter of 2012 branch sale transaction; (c) lower occupancy costs of $1.9 million due to lease renewals at lower rates and property cost savings after the 2012 branch sale transaction; (d) lower insurance and assessments of $1.9 million due to the revised deposit insurance assessment formula; and (e) lower other professional services costs of $1.2 million due to lower legal fees for litigation on loans and to lower fees for our outsourced internal audit function.
Amortization of restricted stock totaled $5.7 million and $7.6 million for the years ended December 31, 2012 and 2011, respectively. Intangible asset amortization totaled $6.3 million for the year ended December 31, 2012 compared to $8.4 million for the prior year.
Income Taxes
Effective income tax rates were 39.7%, 39.2%, and 42.1% for the years ended December 31, 2013, 2012, and 2011, respectively. The difference in the effective tax rates between the annual periods relates mainly to the level of tax credits and tax deductions and the amount of tax exempt income recorded in each of the years. The Company operates primarily in the federal and California jurisdictions and the blended statutory tax rate for federal and California is 42%. For further information on income taxes, see Note 15, Income Taxes, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
72
Fourth Quarter Results
The following table sets forth our unaudited quarterly results for the period indicated:
| |
Three Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| |
December 31, 2013 |
September 30, 2013 |
|||||
| |
(Dollars in thousands, except per share data) |
||||||
Earnings Summary: |
|||||||
Interest income |
$ | 83,856 | $ | 85,158 | |||
Interest expense |
(2,598 | ) | (2,869 | ) | |||
| | | | | | | | |
Net interest income |
81,258 | 82,289 | |||||
| | | | | | | | |
Negative provision for credit losses |
1,338 | 4,167 | |||||
| | | | | | | | |
FDIC loss sharing expense, net |
(10,593 | ) | (7,032 | ) | |||
Gain on asset sales |
411 | 604 | |||||
Acquisition-related securities gain |
— | 5,222 | |||||
Other noninterest income |
6,256 | 6,333 | |||||
| | | | | | | | |
Total noninterest income (expense) |
(3,926 | ) | 5,127 | ||||
| | | | | | | | |
Accelerated vesting of restricted stock |
(12,420 | ) | — | ||||
Non-covered OREO expense, net |
(25 | ) | 88 | ||||
Covered OREO expense, net |
594 | 332 | |||||
Acquisition and integration costs |
(4,253 | ) | (5,450 | ) | |||
Other noninterest expense |
(49,984 | ) | (51,170 | ) | |||
| | | | | | | | |
Total noninterest expense |
(66,088 | ) | (56,200 | ) | |||
| | | | | | | | |
Earnings from continuing operations before income taxes |
12,582 | 35,383 | |||||
Income tax expense |
(9,135 | ) | (11,243 | ) | |||
| | | | | | | | |
Net earnings from continuing operations |
3,447 | 24,140 | |||||
| | | | | | | | |
Earnings (loss) from discontinued operations before income taxes |
(578 | ) | 39 | ||||
Income tax (expense) benefit |
240 | (16 | ) | ||||
| | | | | | | | |
Net earnings (loss) from discontinued operations |
(338 | ) | 23 | ||||
| | | | | | | | |
Net earnings |
$ | 3,109 | $ | 24,163 | |||
| | | | | | | | |
| | | | | | | | |
Profitability Measures: |
|||||||
Basic and diluted earnings per share: |
|||||||
Net earnings from continuing operations |
$ | 0.07 | $ | 0.53 | |||
Net earnings |
$ | 0.06 | $ | 0.53 | |||
Annualized return on: |
|||||||
Average assets |
0.19 | % | 1.44 | % | |||
Average equity |
1.51 | % | 12.02 | % | |||
Net interest margin |
5.41 | % | 5.46 | % | |||
Core net interest margin |
5.31 | % | 5.29 | % | |||
Base efficiency ratio |
85.5 | % | 64.3 | % | |||
Adjusted efficiency ratio(1) |
56.7 | % | 57.3 | % | |||
- (1)
- Excludes FDIC loss sharing expense, securities gains and losses, OREO expense, acquisition and integration costs, and accelerated vesting of restricted stock.
73
Fourth Quarter of 2013 Compared to Third Quarter of 2013
We recorded net earnings of $3.1 million for the fourth quarter of 2013 compared to net earnings of $24.2 million for the third quarter of 2013.The quarter-over-quarter decrease in net earnings of $21.1 million was due mostly to: (a) the $12.4 million ($12.2 million after tax) accelerated vesting of restricted stock, (b) the $6.2 million ($3.6 million after tax) increase in net credit costs (mostly due to higher FDIC loss sharing expense), (c) the $5.2 million non-taxable acquisition-related securities gain recorded in the third quarter but not repeated in the fourth quarter, and (d) the $1.0 million ($598,000 after tax) decrease in net interest income. These items were offset in part by the decrease in acquisition and integration costs of $1.2 million ($524,000 after tax).
The net interest margin ("NIM") is impacted by several items that cause volatility from period to period. The effects of such items on the NIM are shown in the following table for the periods indicated:
| |
Three Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Items Impacting NIM Volatility
|
December 31, 2013 |
September 30, 2013 |
|||||
| |
Increase (Decrease) in NIM |
||||||
Accelerated accretion of acquisition discounts resulting from PCI loan payoffs |
0.10 | % | 0.14 | % | |||
Nonaccrual loan interest |
— | 0.02 | % | ||||
Unearned income on the early repayment of leases |
0.01 | % | 0.02 | % | |||
Celtic loan portfolio premium amortization |
(0.01 | )% | (0.01 | )% | |||
| | | | | | | | |
Total |
0.10 | % | 0.17 | % | |||
| | | | | | | | |
| | | | | | | | |
As reported NIM |
5.41 | % | 5.46 | % | |||
| | | | | | | | |
| | | | | | | | |
Core NIM |
5.31 | % | 5.29 | % | |||
| | | | | | | | |
| | | | | | | | |
The following table presents the loan yields and related average balances for our non-covered loans and leases, covered loans, and total loan and lease portfolio for the periods indicated:
| |
Three Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| |
December 31, 2013 |
September 30, 2013 |
|||||
| |
(Dollars in thousands) |
||||||
Yields: |
|||||||
Non-PCI loans and leases |
6.14 | % | 6.35 | % | |||
PCI loans |
13.15 | % | 11.88 | % | |||
Total loans and leases |
6.77 | % | 6.90 | % | |||
Average Balances: |
|||||||
Non-PCI loans and leases |
$ | 3,916,650 | $ | 3,889,780 | |||
PCI loans |
384,727 | 430,990 | |||||
| | | | | | | | |
Total loans and leases |
$ | 4,301,377 | $ | 4,320,770 | |||
| | | | | | | | |
| | | | | | | | |
74
The loan yield is impacted by the same items that cause volatility in the NIM. The following table presents the effects of these items on the total loan and lease yield for the periods indicated:
| |
Three Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Items Impacting Loan and Lease Yield Volatility
|
December 31, 2013 |
September 30, 2013 |
|||||
| |
Increase (Decrease) in Loan Yield |
||||||
Accelerated accretion of acquisition discounts resulting from PCI loan payoffs |
0.13 | % | 0.19 | % | |||
Nonaccrual loan interest |
— | 0.03 | % | ||||
Unearned income on the early repayment of leases |
0.01 | % | 0.03 | % | |||
Celtic loan portfolio premium amortization |
(0.01 | )% | (0.02 | )% | |||
| | | | | | | | |
Total |
0.13 | % | 0.23 | % | |||
| | | | | | | | |
| | | | | | | | |
As reported loan and lease yield |
6.77 | % | 6.90 | % | |||
| | | | | | | | |
| | | | | | | | |
Core loan and lease yield |
6.64 | % | 6.67 | % | |||
| | | | | | | | |
| | | | | | | | |
The NIM for the fourth quarter was 5.41%, a decrease of five basis points from 5.46% for the third quarter. The decrease was due to a lower yield on loans and leases, offset partially by lower funding costs.
Net interest income declined by $1.0 million to $81.3 million for the fourth quarter compared to $82.3 million for the third quarter due primarily to lower interest income on loans and leases. Interest income on loans and leases decreased $1.8 million due to lower accelerated accretion of acquisition discounts resulting from PCI loan payoffs, lower nonaccrual loan interest recoveries, and lower income from early lease payoffs. Interest income on investment securities increased $551,000 due to a higher average portfolio balance and a higher yield; the improved yield on our securities portfolio is a result of higher yielding securities purchased during the third quarter, the impact of which was fully realized in the fourth quarter, and lower premium amortization on mortgage-related securities due to slower prepayment speeds. Interest expense declined by $271,000 due to a lower average rate and average balance for time deposits.
The yield on loans and leases declined to 6.77% for the fourth quarter from 6.90% for the third quarter due to lower accelerated accretion of acquisition discounts resulting from PCI loan payoffs, lower nonaccrual interest recoveries and lower income from early lease payoffs. The accelerated accretion of acquisition discounts resulting from PCI loan payoffs totaled $1.4 million for the fourth quarter and $2.1 million for the third quarter, increasing the loan yields by 13 basis points and 19 basis points, respectively. Total nonaccrual interest recoveries were $15,000 for the fourth quarter and $350,000 for the third quarter. Total income from early lease payoffs was $52,000 for the fourth quarter and $299,000 for the third quarter.
The cost of average funding sources declined two basis points to 0.18% for the fourth quarter from 0.20% for the third quarter. This includes all-in deposit cost which declined one basis point to 0.11% for the fourth quarter. The cost of total interest-bearing deposits decreased two basis points to 0.19% for the fourth quarter from 0.21% for the third quarter. The cost of total interest-bearing liabilities declined two basis points to 0.32% for the fourth quarter. Such declines are due mainly to a lower average rate on time deposits.
75
The Company recorded a negative provision for credit losses of $1.3 million in the fourth quarter of 2013 compared to a negative provision for credit losses of $4.2 million in the third quarter of 2013 as follows:
| |
Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2013 |
September 30, 2013 |
Increase (Decrease) |
|||||||
| |
(In thousands) |
|||||||||
Provision (Negative Provision) for Credit Losses on: |
||||||||||
Non-PCI loans and leases |
$ | — | $ | — | $ | — | ||||
PCI loans |
(1,338 | ) | (4,167 | ) | 2,829 | |||||
| | | | | | | | | | | |
Total provision (negative provision) for credit losses |
$ | (1,338 | ) | $ | (4,167 | ) | $ | 2,829 | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
The provision level on the Non-PCI portfolio is generated by our allowance methodology and reflects historical and current 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 fourth quarter provision. The provision or (negative provision) for credit losses on the PCI loans results from, respectively, decreases or (increases) in expected cash flows on such loans compared to those previously estimated.
Noninterest income declined by $9.0 million to a negative $3.9 million for the fourth quarter of 2013 from a positive $5.1 million for the prior quarter. The decrease was due mostly to the $5.2 million non-taxable acquisition-related securities gain recorded in the third quarter that was not repeated in the fourth quarter and an increase in FDIC loss sharing expense. The acquisition-related securities gain recognized our previously-held equity interest in FCAL common stock at its fair value as of the acquisition date. The $3.6 million increase in FDIC loss sharing expense was due to higher amortization of the FDIC loss sharing asset and lower gains on the FDIC loss sharing asset as covered PCI loan performance generally continues to improve in relation to initial expectations.
The Bank reviewed its exposure to potential losses in December 2013 under the proposed regulations, referred to as the Volcker rule, concerning investment securities and hedging activities. We identified securities totaling $11 million in our portfolio that may be negatively impacted by this rule. In order to minimize the risk to the Company and the Bank in holding these securities, we sold $10 million of the securities in December and realized a $272,000 pre-tax loss. The remaining security, which is covered under a loss sharing agreement and which has a market value approximating its carrying value, will be sold if required under the Volcker rule. Neither the Company nor the Bank is engaged in any sort of hedging activity utilizing derivatives.
76
The following table presents the details of FDIC loss sharing income (expense), net for the periods indicated:
| |
Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2013 |
September 30, 2013 |
Increase (Decrease) |
|||||||
| |
(In thousands) |
|||||||||
FDIC Loss Sharing Income, Net: |
||||||||||
Gain (loss) on FDIC loss sharing asset(1) |
$ | (1,909 | ) | $ | 269 | $ | (2,178 | ) | ||
FDIC loss sharing asset amortization, net |
(8,111 | ) | (6,971 | ) | (1,140 | ) | ||||
Net reimbursement (to) from FDIC for covered OREO activity(2) |
(508 | ) | (276 | ) | (232 | ) | ||||
Other |
(65 | ) | (54 | ) | (11 | ) | ||||
| | | | | | | | | | | |
Total FDIC loss sharing income (expense), net |
$ | (10,593 | ) | $ | (7,032 | ) | $ | (3,561 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Includes
increases related to covered loan loss provisions and decreases for: (a) write-offs for covered loans expected to be resolved
at amounts higher than their carrying values, and (b) amounts to be reimbursed to the FDIC for covered loans resolved at amounts higher than their carrying values.
- (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.
Noninterest expense increased by $9.9 million to $66.1 million during the fourth quarter compared to $56.2 million during the third quarter due to the $12.4 million of expense from accelerated vesting of restricted stock, offset by the decreases in acquisition and integration costs and other professional services of $1.2 million and $516,000. The decrease in other professional services was due mainly to lower legal expense for litigation and loans, none of which related to acquisition activity. Excluding the accelerated vesting of restricted stock, acquisition and integration costs, and OREO expense, noninterest expense declined $1.2 million during the fourth quarter as we continue to make improvements in efficiency. All operating expense categories declined, except for business development expense, which increased $236,000 as we made $297,000 in CRA donations in the fourth quarter.
Noninterest expense includes: (a) amortization of restricted stock, which is included in compensation, and (b) intangible asset amortization. Amortization of restricted stock, excluding the accelerated vesting of restricted stock, totaled $2.3 million for the fourth quarter and $2.4 million for the third quarter. Intangible asset amortization totaled $1.4 million for the fourth quarter and $1.5 million for the third quarter.
The Company's reportable segments consist of "Banking," "Asset Financing," and "Other." At December 31, 2013, the Other segment consisted of the PacWest Bancorp holding company and other elimination and reconciliation entries. The accounting policies of the reported segments are the same as those of the Company described in Note 1, "Nature of Operations and Summary of Significant Accounting Policies."
The Bank's Asset Financing segment includes the operations of the divisions and subsidiaries that provide asset-based commercial loans and equipment leases. The asset-based lending products are offered primarily through three business units: (1) First Community Financial ("FCF"), a division of the Bank, based in Phoenix, Arizona; (2) BFI Business Finance ("BFI"), a wholly-owned subsidiary of the Bank, based in San Jose, California; and (3) Celtic Capital Corporation ("Celtic"), a wholly-owned subsidiary of the Bank based in Santa Monica, California. The Bank's leasing products are offered through Pacific Western Equipment Finance ("EQF"), a division of the Bank based in Midvale, Utah.
77
The following tables present information regarding our business segments as of and for the years indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance Sheet Data
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Loans and leases, net of unearned income |
$ | 3,837,475 | $ | 474,877 | $ | — | $ | 4,312,352 | |||||
Allowance for loan and lease losses |
(75,498 | ) | (6,536 | ) | — | (82,034 | ) | ||||||
| | | | | | | | | | | | | | |
Total loans and leases, net |
$ | 3,761,977 | $ | 468,341 | $ | — | $ | 4,230,318 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill(1) |
$ | 183,065 | $ | 25,678 | $ | — | $ | 208,743 | |||||
Core deposit and customer relationship intangibles, net |
15,331 | 1,917 | — | 17,248 | |||||||||
Total assets |
6,004,067 | 519,675 | 9,621 | 6,533,363 | |||||||||
Total deposits(2) |
5,302,822 | — | (21,835 | ) | 5,280,987 | ||||||||
- (1)
- The
increase in the Banking segment's goodwill during 2013 was due primarily to $129.1 million from the FCAL acquisition.
- (2)
- The negative balance for total deposits in the "Other" segment represents the elimination of holding company cash held in deposit accounts at the Bank.
| |
December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance Sheet Data
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Loans and leases, net of unearned income |
$ | 3,175,165 | $ | 415,132 | $ | — | $ | 3,590,297 | |||||
Allowance for loan and lease losses |
(87,538 | ) | (4,430 | ) | — | (91,968 | ) | ||||||
| | | | | | | | | | | | | | |
Total loans and leases, net |
$ | 3,087,627 | $ | 410,702 | $ | — | $ | 3,498,329 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill |
$ | 54,188 | $ | 25,678 | $ | — | $ | 79,866 | |||||
Core deposit and customer relationship intangibles, net |
12,151 | 2,572 | — | 14,723 | |||||||||
Total assets |
4,991,927 | 451,557 | 20,174 | 5,463,658 | |||||||||
Total deposits(1) |
4,737,593 | — | (28,472 | ) | 4,709,121 | ||||||||
- (1)
- The negative balance for total deposits in the "Other" segment represents the elimination of holding company cash held in deposit accounts at the Bank.
78
| |
Year Ended December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 261,492 | $ | 48,422 | $ | — | $ | 309,914 | |||||
Intersegment interest income (expense) |
1,525 | (1,525 | ) | — | — | ||||||||
Other interest expense |
(7,873 | ) | (532 | ) | (3,796 | ) | (12,201 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
255,144 | 46,365 | (3,796 | ) | 297,713 | ||||||||
| | | | | | | | | | | | | | |
Negative provision (provision) for credit losses |
8,079 | (3,869 | ) | — | 4,210 | ||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense |
(26,172 | ) | — | — | (26,172 | ) | |||||||
Acquisition-related securities gain |
— | — | 5,222 | 5,222 | |||||||||
Other noninterest income |
21,532 | 3,558 | 104 | 25,194 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
(4,640 | ) | 3,558 | 5,326 | 4,244 | ||||||||
| | | | | | | | | | | | | | |
Accelerated vesting of restricted stock |
(12,420 | ) | — | — | (12,420 | ) | |||||||
OREO income (expense) |
1,503 | — | — | 1,503 | |||||||||
Intangible asset amortization |
(4,748 | ) | (654 | ) | — | (5,402 | ) | ||||||
Acquisition and integration costs |
(28,132 | ) | — | (260 | ) | (28,392 | ) | ||||||
Other noninterest expense |
(156,600 | ) | (23,575 | ) | (5,801 | ) | (185,976 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(200,397 | ) | (24,229 | ) | (6,061 | ) | (230,687 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) from continuing operations before income taxes |
58,186 | 21,825 | (4,531 | ) | 75,480 | ||||||||
Income tax (expense) benefit |
(24,940 | ) | (9,101 | ) | 4,038 | (30,003 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) from continuing operations |
33,246 | 12,724 | (493 | ) | 45,477 | ||||||||
| | | | | | | | | | | | | | |
Loss from discontinued operations before income taxes |
(620 | ) | — | — | (620 | ) | |||||||
Income tax benefit |
258 | — | — | 258 | |||||||||
| | | | | | | | | | | | | | |
Net loss from discontinued operations |
(362 | ) | — | — | (362 | ) | |||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 32,884 | $ | 12,724 | $ | (493 | ) | $ | 45,115 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
79
| |
Year Ended December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 251,720 | $ | 44,395 | $ | — | $ | 296,115 | |||||
Intersegment interest income (expense) |
2,055 | (2,055 | ) | — | — | ||||||||
Other interest expense |
(15,043 | ) | (884 | ) | (3,721 | ) | (19,648 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
238,732 | 41,456 | (3,721 | ) | 276,467 | ||||||||
| | | | | | | | | | | | | | |
Negative provision (provision) for credit losses |
14,585 | (1,766 | ) | — | 12,819 | ||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense |
(10,070 | ) | — | — | (10,070 | ) | |||||||
Other noninterest income |
21,811 | 4,017 | 114 | 25,942 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
11,741 | 4,017 | 114 | 15,872 | |||||||||
| | | | | | | | | | | | | | |
OREO expense |
(10,931 | ) | — | — | (10,931 | ) | |||||||
Intangible asset amortization |
(5,898 | ) | (428 | ) | — | (6,326 | ) | ||||||
Acquisition and integration costs |
(4,089 | ) | — | — | (4,089 | ) | |||||||
Debt termination expense |
(24,195 | ) | — | 1,597 | (22,598 | ) | |||||||
Other noninterest expense |
(138,640 | ) | (23,502 | ) | (5,576 | ) | (167,718 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(183,753 | ) | (23,930 | ) | (3,979 | ) | (211,662 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) before income taxes |
81,305 | 19,777 | (7,586 | ) | 93,496 | ||||||||
Income tax (expense) benefit |
(31,542 | ) | (8,327 | ) | 3,174 | (36,695 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 49,763 | $ | 11,450 | $ | (4,412 | ) | $ | 56,801 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| |
Year Ended December 31, 2011 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 276,734 | $ | 18,550 | $ | — | $ | 295,284 | |||||
Intersegment interest income (expense) |
1,226 | (1,226 | ) | — | — | ||||||||
Other interest expense |
(27,720 | ) | — | (4,923 | ) | (32,643 | ) | ||||||
| | | | | | | | | | | | | | |
Net interest income |
250,240 | 17,324 | (4,923 | ) | 262,641 | ||||||||
| | | | | | | | | | | | | | |
Provision for credit losses |
(26,520 | ) | (50 | ) | — | (26,570 | ) | ||||||
| | | | | | | | | | | | | | |
FDIC loss sharing income |
7,776 | — | — | 7,776 | |||||||||
Other noninterest income |
22,833 | 660 | 157 | 23,650 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
30,609 | 660 | 157 | 31,426 | |||||||||
| | | | | | | | | | | | | | |
OREO expense |
(10,676 | ) | — | — | (10,676 | ) | |||||||
Intangible asset amortization |
(8,264 | ) | (164 | ) | — | (8,428 | ) | ||||||
Acquisition and integration costs |
(600 | ) | — | — | (600 | ) | |||||||
Other noninterest expense |
(141,188 | ) | (10,846 | ) | (8,255 | ) | (160,289 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(160,728 | ) | (11,010 | ) | (8,255 | ) | (179,993 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) before income taxes |
93,601 | 6,924 | (13,021 | ) | 87,504 | ||||||||
Income tax (expense) benefit |
(39,554 | ) | (2,917 | ) | 5,671 | (36,800 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 54,047 | $ | 4,007 | $ | (7,350 | ) | $ | 50,704 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
80
2013 Compared to 2012
Net earnings for the Banking segment declined $16.9 million to $32.9 million for the year ended December 31, 2013 compared to $49.8 million for the year ended December 31, 2012. The decrease in net earnings was due mainly to higher acquisition and integration costs of $24.0 million ($14.6 million after tax); $12.4 million ($12.2 million after tax) in accelerated vesting of restricted stock; higher compensation expense, mostly from acquisitions, of $11.8 million ($6.8 million after tax); and higher net credit costs (provision for credit losses, FDIC loss sharing expense, and OREO expense) of $10.2 million ($5.9 million after tax). These items were offset in part by $24.2 million ($14.0 million after tax) in debt termination expense recognized in 2012 with no similar charge in 2013; and higher net interest income of $16.4 million ($9.5 million after tax).
The increase in net interest income for 2013 compared to 2012 was due mainly to an increase in interest-earning assets and lower interest expense on deposits and borrowings, offset by a lower yield on average interest-earning assets. The Banking segment's average interest-earning assets increased $435.3 million primarily due to the FCAL acquisition. The yield on average interest-earning assets was 5.15% for 2013 compared to 5.42% for 2012.
Net earnings for the Asset Financing segment increased $1.3 million to $12.7 million for the year ended December 31, 2013 compared to $11.4 million for the year ended December 31, 2012. The increase in net earnings was due mostly to an increase in net interest income of $4.9 million ($2.8 million after tax), of which the Celtic acquisition that occurred in April 2012, contributed $3.2 million ($1.8 million after tax) in 2013. The Asset Financing segment's average interest-earning assets increased $98.1 million during the current year. The yield on average interest-earning assets was 10.64% for 2013 compared to 12.43% for 2012. Provision for credit losses increased $2.1 million ($1.2 million after tax) due primarily to two asset-based lending relationships that were identified as impaired in the current year. Net earnings were positively impacted by an increase in noninterest income, offset partially by an increase in overhead expenses in 2013 from the Celtic acquisition.
The net loss for the Other segment declined $3.9 million to $493,000 for the year ended December 31, 2013 compared to $4.4 million for the year ended December 31, 2012. This decrease in net loss was primarily the result of the $5.2 million non-taxable acquisition-related securities gain from the conversion of FCAL stock at the date of merger. This was partially offset by lower debt termination income of $1.6 million ($926,000 after tax) that was recognized in the prior year.
2012 Compared to 2011
Net earnings for the Banking segment declined $4.3 million to $49.8 million for the year ended December 31, 2012, compared to $54.1 million for 2011. The decrease was due mainly to $24.2 million ($14.0 million after tax) in debt termination expense recognized in 2012 with no similar charge in 2011; lower FDIC loss sharing income of $17.8 million ($10.4 million after tax); lower net interest income of $11.5 million ($6.7 million after tax); and higher acquisition and integration costs of $3.5 million ($2.0 million after tax). These items were offset partially by lower provision for credit losses on PCI and Non-PCI loans and leases of $41.1 million ($23.8 million after tax), and a $2.8 million tax benefit attributable to tax credits and a lower effective tax rate related to tax exempt income. The decrease in net interest income for 2012 compared to 2011 is attributed to both lower average interest-earning assets and a lower yield on such assets. The Banking segment's average interest-earning assets totaled $4.6 billion for 2012, a $197.5 million decrease compared to 2011, due to lower average loans. The yield on the Banking segment's average interest-earning assets decreased 29 basis points to 5.42% for 2012 compared to 5.71% for 2011.
81
Net earnings for the Asset Financing segment increased $7.4 million for the year ended December 31, 2012 compared to 2011 due to the 2012 EQF and Celtic acquisitions, which added $6.8 million in net earnings. The remaining increase in net earnings was due in part to increased net interest income and lower intangible asset amortization and other professional services expense in 2012. Net interest income for the Asset Financing segment increased $24.1 million ($14.0 million after tax), of which $23.4 million ($13.6 million after tax) related to the EQF and Celtic acquisitions. The yield on the Asset Financing segment's average interest-earning assets decreased by one basis point to 12.43% for 2012 compared to 12.44% for 2011.
The Asset Financing segment provision for credit losses increased $1.7 million ($995,000 after tax), due mainly to increased loan and lease volumes for EQF and Celtic post acquisition. Noninterest income increased $3.4 million ($1.9 million after tax), all of which related to EQF and Celtic, including a $2.8 million ($1.6 million after tax) gain on sale of leases. Total noninterest expense for the Asset Financing segment increased by $12.9 million ($7.5 million after tax). EQF and Celtic combined added $13.4 million ($7.8 million after tax) of noninterest expense, while compensation expense, other professional services, and intangible asset amortization in the other financing units declined.
The net loss for the Other segment decreased $2.9 million for the year ended December 31, 2012 as compared to 2011. This decrease was the result of lower after-tax interest expense of $697,000, after-tax income on debt termination of $926,000 attributable to the early redemption of $18.6 million in subordinated debentures during the first quarter of 2012, and lower compensation expense and other professional services.
Investment Portfolio
Our portfolio consists primarily of U.S. government agency obligations, government-sponsored enterprise ("GSE") obligations, obligations of states and political subdivisions ("municipal securities"), and corporate debt securities. The covered private label collateralized mortgage obligations ("CMOs') were acquired in the August 2009 Affinity acquisition and are covered by a FDIC loss sharing agreement.
The following table presents the composition of our investment portfolio at the dates indicated:
| |
December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Security Type
|
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Residential mortgage-backed securities: |
||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 707,188 | $ | 807,842 | $ | 1,042,507 | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
192,873 | 101,694 | 82,027 | |||||||
Covered private label collateralized mortgage obligations |
37,904 | 44,684 | 45,149 | |||||||
Municipal securities |
436,658 | 348,041 | 126,797 | |||||||
Corporate debt securities |
82,707 | 42,365 | 25,128 | |||||||
Government-sponsored enterprise debt securities |
9,872 | — | — | |||||||
Other securities |
27,543 | 10,759 | 4,750 | |||||||
| | | | | | | | | | | |
Total securities available-for-sale |
1,494,745 | 1,355,385 | 1,326,358 | |||||||
Federal Home Loan Bank stock |
27,939 | 37,126 | 46,106 | |||||||
| | | | | | | | | | | |
Total investment securities |
$ | 1,522,684 | $ | 1,392,511 | $ | 1,372,464 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
82
The following table presents the detail of our market purchases of securities during the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Security Type
|
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Residential mortgage-backed securities: |
||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 199,563 | $ | 156,376 | $ | 449,927 | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
129,321 | 61,114 | 60,190 | |||||||
Municipal securities |
122,740 | 215,603 | 120,501 | |||||||
Corporate debt securities |
54,148 | 51,264 | 25,096 | |||||||
Government-sponsored enterprise debt securities |
10,047 | — | — | |||||||
Collateralized loan obligation securities |
9,867 | — | — | |||||||
Other securities |
24,525 | 1,503 | 2,596 | |||||||
| | | | | | | | | | | |
Total market purchases of securities available-for-sale |
$ | 550,211 | $ | 485,860 | $ | 658,310 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table presents the components, yields, and durations of our securities available-for-sale as of the date indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Security Type
|
Amortized Cost |
Carrying Value |
Yield(1) | Duration (in years) |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Residential mortgage-backed securities: |
|||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 691,944 | $ | 707,188 | 2.15 | % | 3.7 | ||||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
197,069 | 192,873 | 2.39 | % | 5.1 | ||||||||
Covered private label collateralized mortgage obligations |
30,502 | 37,904 | 9.09 | % | 2.9 | ||||||||
Municipal securities(2) |
459,182 | 436,658 | 2.97 | % | 6.2 | ||||||||
Corporate debt securities |
84,119 | 82,707 | 2.61 | % | 2.6 | ||||||||
Government-sponsored enterprise debt securities |
10,046 | 9,872 | 2.51 | % | 6.3 | ||||||||
Other securities |
27,654 | 27,543 | 0.99 | % | 4.4 | ||||||||
| | | | | | | | | | | | | | |
Total securities available-for-sale(2) |
$ | 1,500,516 | $ | 1,494,745 | 2.60 | % | 4.5 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
- (1)
- Represents
the yield for the month of December 2013.
- (2)
- The tax equivalent yield was 4.46% and 2.97% for municipal securities and total securities available-for-sale, respectively.
83
The following table shows the geographic composition of the majority of our municipal securities portfolio as of the date indicated:
| |
December 31, 2013 | ||||||
|---|---|---|---|---|---|---|---|
Municipal Securities by State:
|
Carrying Value |
% of Total |
|||||
| |
(In thousands) |
|
|||||
Texas |
$ | 84,142 | 19 | % | |||
Washington |
41,443 | 10 | % | ||||
New York |
31,859 | 7 | % | ||||
Colorado |
25,090 | 6 | % | ||||
Illinois |
23,927 | 6 | % | ||||
Ohio |
22,021 | 5 | % | ||||
California |
19,455 | 5 | % | ||||
Hawaii |
15,005 | 3 | % | ||||
Florida |
14,987 | 3 | % | ||||
Massachusetts |
14,877 | 3 | % | ||||
| | | | | | | | |
Total of 10 largest states |
292,806 | 67 | % | ||||
All other states |
143,852 | 33 | % | ||||
| | | | | | | | |
Total municipal securities |
$ | 436,658 | 100 | % | |||
| | | | | | | | |
| | | | | | | | |
The following table presents a summary of rates and contractual maturities of our securities available-for-sale as of the date indicated:
| |
One Year or Less |
One Year Through Five Years |
Five Years Through Ten Years |
Over Ten Years |
Total | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2013
|
Carrying Value |
Rate | Carrying Value |
Rate | Carrying Value |
Rate | Carrying Value |
Rate | Carrying Value |
Rate | |||||||||||||||||||||
| |
(Dollars in thousands) |
||||||||||||||||||||||||||||||
Residential mortgage-backed securities: |
|||||||||||||||||||||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 17 | 6.93 | % | $ | 1,607 | 4.35 | % | $ | 44,203 | 3.55 | % | $ | 661,361 | 3.84 | % | $ | 707,188 | 3.82 | % | |||||||||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
— | — | 25 | 9.09 | % | 51,298 | 3.83 | % | 141,550 | 3.25 | % | 192,873 | 3.41 | % | |||||||||||||||||
Covered private label collateralized mortgage obligations |
— | — | — | — | 533 | 5.33 | % | 37,371 | 5.86 | % | 37,904 | 5.85 | % | ||||||||||||||||||
Municipal securities(1) |
2,202 | 5.01 | % | 2,952 | 4.64 | % | 12,141 | 3.92 | % | 419,363 | 4.53 | % | 436,658 | 4.51 | % | ||||||||||||||||
Corporate debt securities |
— | — | 20,165 | 1.46 | % | 11,938 | 1.25 | % | 50,604 | 2.70 | % | 82,707 | 2.19 | % | |||||||||||||||||
Government-sponsored enterprise debt securities |
— | — | — | — | 9,872 | 2.65 | % | — | — | 9,872 | 2.65 | % | |||||||||||||||||||
Other securities |
3,573 | — | — | — | — | — | 23,970 | 0.69 | % | 27,543 | 0.60 | % | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total securities available-for-sale(1) |
$ | 5,792 | 1.93 | % | $ | 24,749 | 2.04 | % | $ | 129,985 | 3.42 | % | $ | 1,334,219 | 3.95 | % | $ | 1,494,745 | 3.87 | % | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- (1)
- Rates on tax exempt securities are not presented on a tax equivalent basis.
84
Loans and Leases
The following tables present the balance of our total gross loans and lease by portfolio segment and class as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Amount | % of Total |
Amount | % of Total |
|||||||||
Real estate mortgage: |
|||||||||||||
Hospitality |
$ | 181,735 | 4 | % | $ | 183,788 | 5 | % | |||||
SBA 504 |
45,166 | 1 | % | 54,158 | 1 | % | |||||||
Other |
2,569,097 | 60 | % | 2,186,264 | 61 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate mortgage |
2,795,998 | 65 | % | 2,424,210 | 67 | % | |||||||
| | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||
Residential |
58,898 | 1 | % | 54,602 | 1 | % | |||||||
Commercial |
160,619 | 4 | % | 100,002 | 3 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate construction |
219,517 | 5 | % | 154,604 | 4 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate loans |
3,015,515 | 70 | % | 2,578,814 | 71 | % | |||||||
| | | | | | | | | | | | | | |
Commercial: |
|||||||||||||
Collateralized |
588,031 | 13 | % | 470,861 | 13 | % | |||||||
Unsecured |
153,880 | 4 | % | 80,910 | 2 | % | |||||||
Asset-based |
202,428 | 5 | % | 239,430 | 7 | % | |||||||
SBA 7(a) |
28,642 | 1 | % | 25,325 | 1 | % | |||||||
| | | | | | | | | | | | | | |
Total commercial |
972,981 | 23 | % | 816,526 | 23 | % | |||||||
| | | | | | | | | | | | | | |
Leases |
269,769 | 6 | % | 174,373 | 5 | % | |||||||
Consumer |
55,070 | 1 | % | 23,119 | 1 | % | |||||||
| | | | | | | | | | | | | | |
Total gross loans and leases |
$ | 4,313,335 | 100 | % | $ | 3,592,832 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table presents our loan and lease portfolio activity for the year ended December 31, 2013:
| |
December 31, 2012 |
Originated and Purchased |
Net Paydowns |
Net Acquired |
December 31, 2013 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(In thousands) |
|||||||||||||||
Non-covered loans, excluding |
||||||||||||||||
Asset Financing Segment |
$ | 2,635,702 | $ | 533,086 | $ | (679,171 | ) | $ | 903,103 | $ | 3,392,720 | |||||
Asset Financing Segment |
413,803 | 232,245 | (173,851 | ) | — | 472,197 | ||||||||||
| | | | | | | | | | | | | | | | | |
Total non-covered loans and leases |
3,049,505 | 765,331 | (853,022 | ) | 903,103 | 3,864,917 | ||||||||||
Covered loans |
543,327 | — | (198,946 | ) | 104,037 | 448,418 | ||||||||||
| | | | | | | | | | | | | | | | | |
Total |
$ | 3,592,832 | $ | 765,331 | $ | (1,051,968 | ) | $ | 1,007,140 | $ | 4,313,335 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Our real estate loan portfolio is predominantly commercial-related loans and as such does not expose us to the risks generally associated with residential mortgage loans such as option ARM, interest-only, or subprime mortgage loans. Our portfolio does expose us to risk elements associated with mortgage loans on commercial property. Commercial real estate mortgage loan repayments typically do not rely on the sale of the underlying collateral, but instead rely on the income producing potential of the collateral as the source of repayment. Ultimately, though, due to the loan amortization period generally being greater than the contractual loan term, the borrower may be required to
85
refinance the loan, either with us or another lender, or pay off the loan, by selling the underlying collateral.
At December 31, 2013, we had $306.8 million of commercial real estate mortgage loans maturing over the next 12 months. For any of these loans, in the event that we provide a concession through a refinance or modification which we would not ordinarily consider in order to protect as much of our investment as possible, such loan may be considered a troubled debt restructuring even though it was performing throughout its term. The circumstances regarding any modification and a borrower's specific situation, such as their ability to obtain financing from another source at similar market terms, are evaluated on an individual basis to determine if a troubled debt restructuring has occurred. Higher levels of troubled debt restructurings may lead to increased classified assets and credit loss provisions.
The following table presents the composition of our total real estate mortgage loan portfolio as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Loan Category
|
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Commercial real estate mortgage: |
|||||||||||||
Industrial/warehouse |
$ | 354,345 | 13 | % | $ | 341,862 | 14 | % | |||||
Retail |
346,370 | 12 | % | 362,771 | 15 | % | |||||||
Office buildings |
434,961 | 16 | % | 357,624 | 15 | % | |||||||
Owner-occupied |
233,195 | 8 | % | 209,697 | 9 | % | |||||||
Hotel |
181,735 | 6 | % | 183,788 | 7 | % | |||||||
Healthcare |
189,737 | 7 | % | 113,854 | 5 | % | |||||||
Mixed use |
68,966 | 2 | % | 54,052 | 2 | % | |||||||
Gas station |
35,224 | 1 | % | 35,725 | 1 | % | |||||||
Self storage |
73,760 | 3 | % | 65,362 | 3 | % | |||||||
Restaurant |
21,510 | 1 | % | 18,325 | 1 | % | |||||||
Land acquisition/development |
4,420 | — | 21,922 | 1 | % | ||||||||
Unimproved land |
12,517 | 1 | % | 13,341 | 1 | % | |||||||
Other |
174,780 | 6 | % | 182,377 | 7 | % | |||||||
| | | | | | | | | | | | | | |
Total commercial real estate mortgage |
2,131,520 | 76 | % | 1,960,700 | 81 | % | |||||||
| | | | | | | | | | | | | | |
Residential real estate mortgage: |
|||||||||||||
Multi-family |
330,229 | 12 | % | 262,815 | 11 | % | |||||||
Single family owner-occupied |
212,508 | 8 | % | 115,958 | 5 | % | |||||||
Single family nonowner-occupied |
33,741 | 1 | % | 28,790 | 1 | % | |||||||
Mixed use |
10,701 | — | 3,372 | — | |||||||||
HELOCs |
77,299 | 3 | % | 52,575 | 2 | % | |||||||
| | | | | | | | | | | | | | |
Total residential real estate mortgage |
664,478 | 24 | % | 463,510 | 19 | % | |||||||
| | | | | | | | | | | | | | |
Total gross real estate mortgage loans |
$ | 2,795,998 | 100 | % | $ | 2,424,210 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
86
Non-Covered Loans and Leases
The following table presents the balance of our non-covered loans and leases by portfolio segment and class as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Real estate mortgage: |
|||||||||||||
Hospitality |
$ | 179,340 | 5 | % | $ | 181,144 | 6 | % | |||||
SBA 504 |
45,166 | 1 | % | 54,158 | 2 | % | |||||||
Other |
2,153,519 | 56 | % | 1,684,008 | 55 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate mortgage |
2,378,025 | 62 | % | 1,919,310 | 63 | % | |||||||
| | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||
Residential |
58,881 | 1 | % | 48,629 | 1 | % | |||||||
Commercial |
142,842 | 4 | % | 81,330 | 3 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate construction |
201,723 | 5 | % | 129,959 | 4 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate loans |
2,579,748 | 67 | % | 2,049,269 | 67 | % | |||||||
| | | | | | | | | | | | | | |
Commercial: |
|||||||||||||
Collateralized |
581,097 | 15 | % | 458,206 | 15 | % | |||||||
Unsecured |
150,985 | 4 | % | 80,381 | 2 | % | |||||||
Asset-based |
202,428 | 5 | % | 239,430 | 8 | % | |||||||
SBA 7(a) |
28,642 | 1 | % | 25,325 | 1 | % | |||||||
| | | | | | | | | | | | | | |
Total commercial |
963,152 | 25 | % | 803,342 | 26 | % | |||||||
| | | | | | | | | | | | | | |
Leases |
269,769 | 7 | % | 174,373 | 6 | % | |||||||
Consumer |
52,248 | 1 | % | 22,521 | 1 | % | |||||||
| | | | | | | | | | | | | | |
Total gross non-covered loans and leases |
$ | 3,864,917 | 100 | % | $ | 3,049,505 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
During 2013, gross non-covered loans and leases increased $815.4 million, due primarily to $903.1 million of acquired loans from the FCAL acquisition and $765.3 million in originations and purchases, offset by net paydowns of $853.0 million. Our ability to make new loans is dependent on economic factors in our market area, borrower qualifications, competition, and liquidity, among other items. Given the state of the economy in our market areas and the intense competition for loans, achieving robust loan growth was challenging and net paydowns exceeded our originations and purchases during the year. Organic net loan growth during the year would have involved underpricing competitors in many cases at margins that were not significantly above our securities portfolio yield. However, we have seen some improvement in our markets and expect new loan activity will increase.
During 2012, gross non-covered loans and leases increased $237.4 million due primarily to $393.2 million of acquired loans and leases from our 2012 acquisitions, offset partially by a decline of $155.8 million due to payments and resolution activities.
87
Our largest loan portfolio concentration is the non-covered real estate mortgage category, which includes loans secured by commercial and residential real estate. The following table presents the composition of our non-covered real estate mortgage loan portfolio as of the dates indicated:
| |
December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||||||||
Loan Category
|
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Commercial real estate mortgage: |
|||||||||||||
Industrial/warehouse |
$ | 336,648 | 14 | % | $ | 316,459 | 16 | % | |||||
Retail |
281,739 | 12 | % | 271,412 | 14 | % | |||||||
Office buildings |
392,921 | 16 | % | 304,373 | 16 | % | |||||||
Owner-occupied |
218,786 | 9 | % | 195,170 | 10 | % | |||||||
Hotel |
179,340 | 8 | % | 181,144 | 9 | % | |||||||
Healthcare |
180,957 | 8 | % | 102,816 | 5 | % | |||||||
Mixed use |
63,218 | 3 | % | 51,294 | 3 | % | |||||||
Gas station |
31,421 | 1 | % | 29,632 | 2 | % | |||||||
Self storage |
47,762 | 2 | % | 29,688 | 2 | % | |||||||
Restaurant |
20,617 | 1 | % | 16,755 | 1 | % | |||||||
Land acquisition/development |
4,420 | — | 21,922 | 1 | % | ||||||||
Unimproved land |
12,043 | 1 | % | 13,173 | 1 | % | |||||||
Other |
167,356 | 7 | % | 172,273 | 9 | % | |||||||
| | | | | | | | | | | | | | |
Total commercial real estate mortgage |
1,937,228 | 82 | % | 1,706,111 | 89 | % | |||||||
| | | | | | | | | | | | | | |
Residential real estate mortgage: |
|||||||||||||
Multi-family |
211,360 | 9 | % | 103,742 | 5 | % | |||||||
Single family owner-occupied |
149,917 | 6 | % | 44,792 | 2 | % | |||||||
Single family nonowner-occupied |
16,084 | 1 | % | 12,789 | 1 | % | |||||||
Mixed use |
10,230 | — | 1,333 | — | |||||||||
HELOCs |
53,206 | 2 | % | 50,543 | 3 | % | |||||||
| | | | | | | | | | | | | | |
Total residential real estate mortgage |
440,797 | 18 | % | 213,199 | 11 | % | |||||||
| | | | | | | | | | | | | | |
Total gross non-covered real estate mortgage loans |
$ | 2,378,025 | 100 | % | $ | 1,919,310 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The largest subset of the "Other" commercial real estate mortgage category is for fixed base operators at airports with a balance of $24.3 million, or 14.5%, of the total.
88
Covered Loans
The following table presents the composition of our covered loans as of the dates indicated:
| |
December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||||||||
Covered Loans
|
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Real estate mortgage: |
|||||||||||||
Hospitality |
$ | 2,395 | 1 | % | $ | 2,644 | 1 | % | |||||
Other |
415,578 | 92 | % | 502,256 | 92 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate mortgage |
417,973 | 93 | % | 504,900 | 93 | % | |||||||
| | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||
Residential |
17 | — | 5,973 | 1 | % | ||||||||
Commercial |
17,777 | 4 | % | 18,672 | 4 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate construction |
17,794 | 4 | % | 24,645 | 5 | % | |||||||
| | | | | | | | | | | | | | |
Total real estate loans |
435,767 | 97 | % | 529,545 | 98 | % | |||||||
| | | | | | | | | | | | | | |
Commercial: |
|||||||||||||
Collateralized |
6,934 | 1 | % | 12,655 | 2 | % | |||||||
Unsecured |
2,895 | 1 | % | 529 | — | ||||||||
| | | | | | | | | | | | | | |
Total commercial |
9,829 | 2 | % | 13,184 | 2 | % | |||||||
| | | | | | | | | | | | | | |
Consumer |
2,822 | 1 | % | 598 | — | ||||||||
| | | | | | | | | | | | | | |
Total gross covered loans |
$ | 448,418 | 100 | % | $ | 543,327 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The loans acquired in the Affinity and Los Padres acquisitions are covered by loss sharing agreements with the FDIC and we will be reimbursed for a substantial portion of any future losses. We acquired $110.0 million of covered assets in the FCAL acquisition. We assumed the loss sharing agreements between First California Bank and the FDIC related to FCB's acquisition of Western Commercial Bank ("Western Commercial") and San Luis Trust Bank ("San Luis").
Under the terms of the Affinity loss sharing agreement, the FDIC will (a) absorb 80% of losses and receive 80% of loss recoveries on the first $234 million of losses on covered assets and (b) absorb 95% of losses and receive 95% of loss recoveries on losses exceeding $234 million. The Affinity loss sharing provisions expire in the third quarters of 2014 and 2019 for non-single family covered assets and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2017 and 2019, respectively.
Under the terms of the Los Padres loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets. The Los Padres loss sharing provisions expire in the third quarters of 2015 and 2020 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2018 and 2020, respectively.
Under the terms of the Western Commercial loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets; all of which were deemed to be non-single family. The Western Commercial loss sharing provision expires in the fourth quarter of 2015, while the related loss recovery provision expires in the fourth quarter of 2018.
89
Under the terms of the San Luis loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets. The San Luis loss sharing provisions expire in the first quarters of 2016 and 2021 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the first quarters of 2019 and 2021, respectively.
Both the Western Commercial and San Luis loss sharing agreements contain True-Up provisions. As of December 31, 2013, the estimated True-Up liability of $6.6 million is included in other liabilities in the accompanying condensed consolidated balance sheets.
The following table presents the composition of our covered real estate mortgage loan portfolio as of the dates indicated:
| |
December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||||||||
Loan Category
|
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Commercial real estate mortgage: |
|||||||||||||
Industrial/warehouse |
$ | 17,697 | 4 | % | $ | 25,403 | 5 | % | |||||
Retail |
64,631 | 16 | % | 91,359 | 18 | % | |||||||
Office buildings |
42,040 | 10 | % | 53,251 | 11 | % | |||||||
Owner-occupied |
14,409 | 3 | % | 14,527 | 3 | % | |||||||
Hotel |
2,395 | 1 | % | 2,644 | 1 | % | |||||||
Healthcare |
8,780 | 2 | % | 11,038 | 2 | % | |||||||
Mixed use |
5,748 | 1 | % | 2,758 | 1 | % | |||||||
Gas station |
3,803 | 1 | % | 6,093 | 1 | % | |||||||
Self storage |
25,998 | 6 | % | 35,674 | 7 | % | |||||||
Restaurant |
893 | — | 1,570 | — | |||||||||
Unimproved land |
474 | — | 168 | — | |||||||||
Other |
7,424 | 2 | % | 10,104 | 2 | % | |||||||
| | | | | | | | | | | | | | |
Total commercial real estate mortgage |
194,292 | 46 | % | 254,589 | 51 | % | |||||||
| | | | | | | | | | | | | | |
Residential real estate mortgage: |
|||||||||||||
Multi-family |
118,869 | 29 | % | 159,073 | 32 | % | |||||||
Single family owner-occupied |
62,591 | 15 | % | 51,588 | 10 | % | |||||||
Single family nonowner-occupied |
17,657 | 4 | % | 16,001 | 3 | % | |||||||
Mixed use |
471 | — | 2,039 | — | |||||||||
HELOCs |
24,093 | 6 | % | 21,610 | 4 | % | |||||||
| | | | | | | | | | | | | | |
Total residential real estate mortgage |
223,681 | 54 | % | 250,311 | 49 | % | |||||||
| | | | | | | | | | | | | | |
Total gross covered real estate mortgage loans |
$ | 417,973 | 100 | % | $ | 504,900 | 100 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
90
Loan and Lease Interest Rate Sensitivity
The following table presents contractual maturity and repricing information for the indicated Non-PCI and PCI loans and leases at December 31, 2013:
| |
Repricing or Maturing In | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
One Year Or Less |
Over One to Five Years |
Over Five Years |
Total | |||||||||
| |
(In thousands) |
||||||||||||
Non-PCI Loans: |
|||||||||||||
Real estate mortgage |
$ | 689,936 | $ | 1,350,474 | $ | 384,454 | $ | 2,424,864 | |||||
Real estate construction |
144,386 | 61,783 | 2,921 | 209,090 | |||||||||
Commercial |
674,351 | 209,257 | 88,399 | 972,007 | |||||||||
Leases |
19,219 | 227,609 | 22,941 | 269,769 | |||||||||
Consumer |
48,629 | 3,452 | 2,728 | 54,809 | |||||||||
| | | | | | | | | | | | | | |
Total Non-PCI |
1,576,521 | 1,852,575 | 501,443 | 3,930,539 | |||||||||
PCI Loans |
249,611 | 88,566 | 44,619 | 382,796 | |||||||||
| | | | | | | | | | | | | | |
Total |
$ | 1,826,132 | $ | 1,941,141 | $ | 546,062 | $ | 4,313,335 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table presents the interest rate profile of Non-PCI and PCI loans and leases due after one year at December 31, 2013:
| |
Due After One Year | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Fixed Rate |
Floating Rate |
Total | |||||||
| |
(In thousands) |
|||||||||
Non-PCI Loans: |
||||||||||
Real estate mortgage |
$ | 1,129,820 | $ | 605,108 | $ | 1,734,928 | ||||
Real estate construction |
29,812 | 34,892 | 64,704 | |||||||
Commercial |
285,405 | 12,251 | 297,656 | |||||||
Leases |
250,550 | — | 250,550 | |||||||
Consumer |
5,884 | 296 | 6,180 | |||||||
| | | | | | | | | | | |
Total Non-PCI |
1,701,471 | 652,547 | 2,354,018 | |||||||
PCI Loans |
77,122 | 56,063 | 133,185 | |||||||
| | | | | | | | | | | |
Total |
$ | 1,778,593 | $ | 708,610 | $ | 2,487,203 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Allowance for Credit Losses on Non-PCI Loans and Leases
For a discussion of our policy and methodology on the allowance for credit losses on Non-PCI loans and leases, see "—Critical Accounting Policies—Allowance for Credit Losses on Non-PCI Loans and Leases." For further information on the allowance for credit losses on Non-PCI loans and leases, see Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
91
The following table presents the balance of our allowance for credit losses on Non-PCI loans and leases and certain credit quality measures as of the dates indicated:
| |
December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-PCI Allowance Data:
|
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Allowance for loan and lease losses |
$ | 60,241 | $ | 65,899 | $ | 85,313 | $ | 98,653 | $ | 118,717 | ||||||
Reserve for unfunded loan commitments |
7,575 | 6,220 | 8,470 | 5,675 | 5,561 | |||||||||||
| | | | | | | | | | | | | | | | | |
Allowance for credit losses |
$ | 67,816 | $ | 72,119 | $ | 93,783 | $ | 104,328 | $ | 124,278 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Allowance for credit losses to loans and leases |
1.73 | % | 2.35 | % | 3.30 | % | 3.26 | % | 3.34 | % | ||||||
Allowance for credit losses to nonaccrual loans and leases |
145.0 | % | 172.7 | % | 152.2 | % | 109.2 | % | 51.6 | % | ||||||
Allowance for credit losses to nonperforming assets |
68.8 | % | 73.5 | % | 65.3 | % | 59.0 | % | 39.9 | % | ||||||
The following table presents the changes in our Non-PCI allowance for loan and lease losses for the years indicated:
| |
Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-PCI Allowance for Loan and Lease Losses:
|
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Allowance for loan and lease losses, beginning of year |
$ | 65,899 | $ | 85,313 | $ | 98,653 | $ | 118,717 | $ | 63,519 | ||||||
Loans and leases charged off: |
||||||||||||||||
Real estate mortgage |
(4,552 | ) | (7,680 | ) | (10,180 | ) | (117,029 | ) | (46,047 | ) | ||||||
Real estate construction |
— | (492 | ) | (6,886 | ) | (63,590 | ) | (28,542 | ) | |||||||
Commercial |
(6,295 | ) | (4,580 | ) | (10,072 | ) | (18,854 | ) | (12,350 | ) | ||||||
Leases |
(114 | ) | (28 | ) | — | — | — | |||||||||
Consumer |
(198 | ) | (290 | ) | (1,422 | ) | (3,749 | ) | (1,180 | ) | ||||||
| | | | | | | | | | | | | | | | | |
Total loans and leases charged off(1) |
(11,159 | ) | (13,070 | ) | (28,560 | ) | (203,222 | ) | (88,119 | ) | ||||||
| | | | | | | | | | | | | | | | | |
Recoveries on loans charged off: |
||||||||||||||||
Real estate mortgage |
2,507 | 1,598 | 513 | 1,222 | 503 | |||||||||||
Real estate construction |
1,654 | 49 | 1,025 | 708 | 461 | |||||||||||
Commercial |
2,621 | 1,622 | 1,783 | 1,785 | 592 | |||||||||||
Consumer |
74 | 137 | 1,394 | 565 | 151 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total recoveries on loans charged off |
6,856 | 3,406 | 4,715 | 4,280 | 1,707 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net charge-offs |
(4,303 | ) | (9,664 | ) | (23,845 | ) | (198,942 | ) | (86,412 | ) | ||||||
Provision (negative provision) for loan and lease losses |
(1,355 | ) | (9,750 | ) | 10,505 | 178,878 | 141,610 | |||||||||
| | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses, end of year |
$ | 60,241 | $ | 65,899 | $ | 85,313 | $ | 98,653 | $ | 118,717 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Ratios: |
||||||||||||||||
Allowance for loan and lease losses to loans and leases |
1.53 | % | 2.14 | % | 3.00 | % | 3.09 | % | 3.19 | % | ||||||
Allowance for loan and lease losses to nonaccrual loans and leases |
128.79 | % | 157.80 | % | 138.45 | % | 103.29 | % | 49.32 | % | ||||||
Net charge-offs to average loans and leases(2) |
0.12 | % | 0.33 | % | 0.80 | 5.88 | % | 2.22 | % | |||||||
- (1)
- 2010
includes $144.6 million of charge-offs related to the sales of $398.5 million in classified loans. The charge-offs were
composed of $85.7 million for real estate mortgage loans, $55.1 million for real estate construction loans, and $3.8 million in commercial loans.
- (2)
- Net charge-offs, excluding charge-offs on classified loans sold, to average loans and lease was 1.60% for 2010.
92
The following table presents the changes in our Non-PCI reserve for unfunded loan commitments for the years indicated:
| |
Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-PCI Reserve for Unfunded Loan Commitments:
|
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(In thousands) |
|||||||||||||||
Reserve for unfunded loan commitments, beginning of year |
$ | 6,220 | $ | 8,470 | $ | 5,675 | $ | 5,561 | $ | 5,271 | ||||||
Provision (negative provision) |
1,355 | (2,250 | ) | 2,795 | 114 | 290 | ||||||||||
| | | | | | | | | | | | | | | | | |
Reserve for unfunded loan commitments, end of year |
$ | 7,575 | $ | 6,220 | $ | 8,470 | $ | 5,675 | $ | 5,561 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The following table presents the Non-PCI allowance for loan and lease losses by portfolio segment as of the dates indicated:
| |
Non-PCI Allowance for Loan and Lease Losses by Portfolio Segment | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Real Estate Mortgage |
Real Estate Construction |
Commercial | Leases | Consumer | Total | |||||||||||||
| |
(Dollars in thousands) |
||||||||||||||||||
December 31, 2013 |
|||||||||||||||||||
Allowance for loan and lease losses |
$ | 26,078 | $ | 4,298 | $ | 23,694 | $ | 3,227 | $ | 2,944 | $ | 60,241 | |||||||
% of loans to total loans |
62 | % | 5 | % | 25 | % | 7 | % | 1 | % | 100 | % | |||||||
December 31, 2012 |
|||||||||||||||||||
Allowance for loan and lease losses |
$ | 38,700 | $ | 3,221 | $ | 20,759 | $ | 1,493 | $ | 1,726 | $ | 65,899 | |||||||
% of loans to total loans |
63 | % | 4 | % | 26 | % | 6 | % | 1 | % | 100 | % | |||||||
December 31, 2011 |
|||||||||||||||||||
Allowance for loan losses |
$ | 50,205 | $ | 8,697 | $ | 23,643 | $ | — | $ | 2,768 | $ | 85,313 | |||||||
% of loans to total loans |
70 | % | 4 | % | 25 | % | — | 1 | % | 100 | % | ||||||||
December 31, 2010 |
|||||||||||||||||||
Allowance for loan losses |
$ | 51,657 | $ | 8,766 | $ | 33,578 | $ | — | $ | 4,652 | $ | 98,653 | |||||||
% of loans to total loans |
72 | % | 5 | % | 22 | % | — | 1 | % | 100 | % | ||||||||
December 31, 2009 |
|||||||||||||||||||
Allowance for loan losses |
$ | 58,241 | $ | 39,934 | $ | 18,521 | $ | — | $ | 2,021 | $ | 118,717 | |||||||
% of loans to total loans |
65 | % | 12 | % | 22 | % | — | 1 | % | 100 | % | ||||||||
At December 31, 2013, the portion of the Non-PCI allowance allocated to individual portfolio segments included an amount for both imprecision and uncertainties to better reflect our view of risk. Nonetheless, the Non-PCI allowance for loan and lease losses is available to absorb any losses without restriction. For further information on the Non-PCI allowance for loan and lease losses, see Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
Allowance for Credit Losses on PCI Loans
For a discussion of our policy and methodology on the allowance for credit losses on PCI loans, see "—Critical Accounting Policies—Allowance for Credit Losses on PCI Loans." For further information on the allowance for credit losses on PCI loans, see Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
93
The following table presents the changes in our allowance for credit losses on PCI loans for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Allowance for credit losses on PCI loans, beginning of year |
$ | 26,069 | $ | 31,275 | $ | 33,264 | ||||
Provision (negative provision) |
(4,210 | ) | (819 | ) | 13,270 | |||||
Charge-offs, net |
(66 | ) | (4,387 | ) | (15,259 | ) | ||||
| | | | | | | | | | | |
Allowance for credit losses on PCI loans, end of year |
$ | 21,793 | $ | 26,069 | $ | 31,275 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Nonperforming Assets and Performing Restructured Loans
The following table presents nonperforming assets and performing restructured loans information as of the dates indicated:
| |
December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Nonaccrual loans and leases(1) |
$ | 46,774 | $ | 41,762 | $ | 61,619 | $ | 95,509 | $ | 240,717 | ||||||
Other real estate owned |
51,837 | 56,414 | 81,918 | 81,414 | 70,943 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total nonperforming assets |
$ | 98,611 | $ | 98,176 | $ | 143,537 | $ | 176,923 | $ | 311,660 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Performing restructured loans(1) |
$ | 41,648 | $ | 106,288 | $ | 116,791 | $ | 89,272 | $ | 181,454 | ||||||
Nonaccrual loans and leases to loans and leases, net of unearned income(1) |
1.19 | % | 1.36 | % | 2.17 | % | 2.99 | % | 6.48 | % | ||||||
Nonperforming assets ratio(1)(2) |
2.48 | % | 3.14 | % | 4.91 | % | 5.40 | % | 8.23 | % | ||||||
- (1)
- Excludes
PCI loans.
- (2)
- Nonperforming assets ratio is calculated as nonperforming assets divided by the sum of total non-PCI loans and leases and total OREO.
Nonperforming assets include Non-PCI nonaccrual loans and leases and total OREO and totaled $98.6 million at December 31, 2013 compared to $98.2 million at December 31, 2012. The $435,000 increase in nonperforming assets was due to a $5.0 million increase in nonaccrual loans and leases offset by a $4.6 million decrease in total OREO. The nonperforming assets ratio decreased to 2.48% at December 31, 2013 from 3.14% at December 31, 2012.
Nonaccrual Loans and Leases
The $5.0 million increase in nonaccrual loans and leases (excluding PCI loans) during 2013 was attributable primarily to additions of $54.2 million, $18.5 million of which are from the FCAL acquisition, offset partially by reductions, payoffs and returns to accrual status of $30.8 million, charge-offs of $10.1 million, and foreclosures of $8.3 million.
94
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 30 - 89 Days Past Due |
||||||||||||||||||
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
| |
Balance | % of Category |
Balance | % of Category |
December 31, 2013 Balance |
December 31, 2012 Balance |
|||||||||||||
| |
(Dollars in thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 6,723 | 3.7 | % | $ | 6,908 | 3.8 | % | $ | — | $ | — | |||||||
SBA 504 |
2,602 | 5.8 | % | 2,982 | 5.5 | % | 2,155 | 955 | |||||||||||
Other |
18,648 | 0.8 | % | 16,585 | 1.0 | % | 11,270 | 1,408 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
27,973 | 1.2 | % | 26,475 | 1.4 | % | 13,425 | 2,363 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
389 | 0.7 | % | 1,057 | 2.2 | % | — | — | |||||||||||
Commercial |
2,830 | 1.9 | % | 2,715 | 3.3 | % | — | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
3,219 | 1.5 | % | 3,772 | 2.9 | % | — | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
9,991 | 1.7 | % | 4,462 | 1.0 | % | 119 | 166 | |||||||||||
Unsecured |
458 | 0.3 | % | 2,027 | 2.5 | % | 82 | 138 | |||||||||||
Asset-based |
1,070 | 0.5 | % | 176 | 0.1 | % | — | — | |||||||||||
SBA 7(a) |
3,037 | 10.6 | % | 4,181 | 16.5 | % | 459 | 313 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
14,556 | 1.5 | % | 10,846 | 1.3 | % | 660 | 617 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
632 | 0.2 | % | 244 | 0.1 | % | 2,273 | 357 | |||||||||||
Consumer |
394 | 0.7 | % | 425 | 1.8 | % | 3,313 | 15 | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 46,774 | 1.2 | % | $ | 41,762 | 1.3 | % | $ | 19,671 | $ | 3,352 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
95
The following table lists the ten largest Non-PCI lending relationships on nonaccrual status, excluding SBA-related loans, as of the date indicated:
December 31, 2013 Nonaccrual Amount |
Description | ||
|---|---|---|---|
| (In thousands) |
|
||
| $ | 6,723 | Two loans, each secured by a hotel in San Diego County. The borrower is paying according to the restructured terms of each loan. | |
5,444 |
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. The borrower is paying according to the restructured terms of each loan. |
||
3,105 |
Two loans that are both unsecured. The borrower is paying according to the restructured terms of each loan. |
||
2,074 |
Three loans, one of which is secured by an office building in Ventura County; the other two loans are unsecured. The borrower is paying according to the restructured terms of each loan. |
||
1,844 |
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. The Bank is in the process of foreclosing on both properties. |
||
1,494 |
Loan secured by industrial zoned land in Ventura County. |
||
1,256 |
Loan secured by a strip retail center in Clark County, Nevada. The borrower is paying according to the restructured terms of the loan. |
||
1,126 |
Loan secured by an industrial building in San Bernardino County. |
||
1,094 |
Two loans, one of which is secured by an apartment building in San Diego County; and one of which is secured by an office building in San Diego County. The loans are paying according to the restructured terms of each loan. |
||
1,070 |
Asset-based loan to a clothing manufacturer secured by accounts receivable and inventory. Loan is in the process of liquidation. |
||
| | | | |
$ |
25,230 |
Total |
|
| | | | |
| | | | |
Other Real Estate Owned (OREO)
The following table presents the components of total OREO by property type as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
Property Type
|
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Commercial real estate |
$ | 15,753 | $ | 13,319 | |||
Construction and land development |
35,063 | 38,596 | |||||
Multi-family |
835 | 4,239 | |||||
Single family residence |
186 | 260 | |||||
| | | | | | | | |
Total OREO |
$ | 51,837 | $ | 56,414 | |||
| | | | | | | | |
| | | | | | | | |
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OREO declined by $4.6 million in 2013, due primarily to sales of $31.3 million and write-downs of $2.5 million, offset partially by foreclosures totaling $13.8 million and additions from the FCAL acquisition of $15.4 million.
The construction and land development category includes foreclosed undeveloped land located in Ventura County, California, having a carrying value of $22 million at December 31, 2013.
Performing Restructured Loans
Non-PCI performing restructured loans declined by $64.6 million during 2013 to $41.6 million at December 31, 2013. The change was attributable primarily to payoffs of $40.1 million (of which $31.8 million related to two loans in a single lending relationship that paid off on December 31, 2013), the removal of $26.6 million in loans from restructured loan status due to the performance of the loans in accordance with their modified terms, and the transfer of performing restructured loans to nonaccrual status of $10.8 million, offset by additions of $8.8 million and transfers from nonaccrual status of $8.7 million. At December 31, 2013, we had $34.3 million in real estate mortgage loans, $4.3 million in real estate construction loans, $2.7 million in commercial loans, and $308,000 in consumer loans that were accruing interest under the terms of troubled debt restructurings.
The majority of the performing restructured loans was on accrual status prior to the loan modifications and has remained on accrual status after the loan modifications due to the borrowers making payments before and after the restructurings. In these circumstances, generally, a borrower may have had a fixed-rate loan that they continued to repay, but may be having cash flow difficulties. In an effort to work with certain borrowers, we have agreed to interest rate reductions to reflect the lower market interest rate environment and/or interest-only payments for a period of time. In these cases, we do not forgive principal or extend the maturity date as part of the loan modification. As a result of the current economic environment in our market areas, we anticipate loan restructurings to continue.
PCI Nonaccrual Loans and Performing Restructured Loans
Loans accounted for as purchased credit impaired are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, PCI loans that are contractually past due are still considered to be accruing and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans and interest income is not recognized until the timing and amount of future cash flows can be reasonably estimated.
The following table presents a summary of PCI loans that would normally be considered nonaccrual except for the accounting requirements regarding PCI loans and PCI performing restructured loans as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
PCI nonaccrual loans |
$ | 101,411 | $ | 114,782 | |||
| | | | | | | | |
PCI performing restructured loans |
$ | 26,137 | $ | 21,553 | |||
| | | | | | | | |
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Deposits
The following table presents a summary of our average deposits and average rates paid during the years indicated:
| |
Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | ||||||||||||||||
Deposit Category
|
Average Amount |
Rate | Average Amount |
Rate | Average Amount |
Rate | |||||||||||||
| |
(Dollars in thousands) |
||||||||||||||||||
Noninterest-bearing deposits |
$ | 2,186,697 | — | $ | 1,870,088 | — | $ | 1,627,729 | — | ||||||||||
Interest checking deposits |
582,408 | 0.05 | % | 515,767 | 0.05 | % | 491,145 | 0.16 | % | ||||||||||
Money market deposits |
1,400,065 | 0.18 | % | 1,219,457 | 0.19 | % | 1,227,482 | 0.44 | % | ||||||||||
Savings deposits |
194,300 | 0.03 | % | 159,888 | 0.03 | % | 150,837 | 0.15 | % | ||||||||||
Time deposits |
753,122 | 0.67 | % | 889,146 | 1.20 | % | 1,077,930 | 1.33 | % | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total average deposits |
$ | 5,116,592 | 0.15 | % | $ | 4,654,346 | 0.29 | % | $ | 4,575,123 | 0.45 | % | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The following table presents the changes in deposit categories during 2013 compared to 2012:
| |
December 31, | |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |
|||||||||||||
| |
Increase (Decrease) in Amount |
|||||||||||||||
Deposit Category
|
Amount | Rate | Amount | Rate | ||||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Noninterest-bearing deposits |
$ | 2,318,446 | — | $ | 1,939,212 | — | $ | 379,234 | ||||||||
Interest checking deposits |
620,622 | 0.05 | % | 513,389 | 0.05 | % | 107,233 | |||||||||
Money market deposits |
1,458,910 | 0.17 | % | 1,282,513 | 0.17 | % | 176,397 | |||||||||
Savings deposits |
218,638 | 0.02 | % | 153,680 | 0.03 | % | 64,958 | |||||||||
| | | | | | | | | | | | | | | | | |
Total core deposits |
4,616,616 | 3,888,794 | 727,822 | |||||||||||||
Time deposits |
664,371 | 0.56 | % | 820,327 | 1.16 | % | (155,956 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Total deposits |
$ | 5,280,987 | 0.12 | % | $ | 4,709,121 | 0.25 | % | $ | 571,866 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Deposits of foreign customers located primarily in Mexico included above |
$ | 121,785 | $ | 131,442 | $ | (9,657 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total deposits increased $571.9 million to $5.3 billion at December 31, 2013 due to acquired deposits of $1.1 billion from the FCAL acquisition, offset by a planned decline in time deposits. Our core deposits increased $727.8 million and our time deposits decreased $155.9 million during 2013. At December 31, 2013, core deposits totaled $4.6 billion, or 88% of total deposits, and noninterest-bearing deposits totaled $2.3 billion, or 44% of total deposits.
Brokered time deposits totaled $49.4 million at December 31, 2013, and $37.7 million at December 31, 2012, all of which were part of the CDARS program. The CDARS program represents deposits that are participated with other FDIC insured financial institutions through the CDARS program as a means to provide FDIC deposit insurance coverage for the full amount of our customers' deposits.
Competition for deposits among banks and financial institutions in our Southern California market area was robust in 2013 and is expected to continue through 2014. Our deposit gathering activities may be negatively impacted by two of our business practices. First, we generally price our deposits lower than our competitors. Second, since a good portion of our deposits are tied to lending relationships, the economic downturn in Southern California may lead to lower loan production and loss of existing customers. To mitigate these challenges, we actively review our deposit offerings to provide the
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optimum mix of service, product, and rate, and continually seek new deposits through various programs.
The following table summarizes the maturities of time deposits as of the date indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Maturity
|
Time Deposits Under $100,000 |
Time Deposits $100,000 or More |
Total Time Deposits |
Rate | |||||||||
| |
(Dollars in thousands) |
|
|||||||||||
Due in three months or less |
$ | 68,417 | $ | 154,233 | $ | 222,650 | 0.45 | % | |||||
Due in over three months through six months |
48,227 | 84,196 | 132,423 | 0.52 | % | ||||||||
Due in over six months through twelve months |
57,176 | 105,034 | 162,210 | 0.52 | % | ||||||||
Due in over 12 months through 24 months |
17,200 | 36,419 | 53,619 | 0.82 | % | ||||||||
Due in over 24 months |
34,340 | 59,129 | 93,469 | 0.81 | % | ||||||||
| | | | | | | | | | | | | | |
Total |
$ | 225,360 | $ | 439,011 | $ | 664,371 | 0.56 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The Bank has various lines of credit available. These include the ability to borrow funds from time to time on a long-term, short-term, or overnight basis from the FHLB, the Federal Reserve Bank of San Francisco ("FRBSF"), or other financial institutions. The maximum amount that we could borrow under our credit lines with the FHLB at December 31, 2013 was $1.3 billion, of which $1.2 billion was available on that date. The maximum amount that we could borrow under our secured credit line with the FRBSF at December 31, 2013 was $563.6 million, all of which was available on that date. The FHLB lines are secured by (a) a blanket lien on certain qualifying loans in our loan portfolio, which are not pledged to the FRBSF, and (b) a portion of our available-for-sale investment securities. The FRBSF line is secured by certain qualifying loans.
At December 31, 2013, our borrowings included $106.6 million of overnight FHLB advances, $7.1 million in non-recourse debt related to the payment stream of certain leases sold to third parties, and $132.6 million in subordinated debentures. At December 31, 2012, our borrowings included $12.6 million in non-recourse debt related to the payment stream of certain leases sold to third parties, and $108.3 million in subordinated debentures. Subordinated debentures increased $24.3 million due to additional debt assumed in the FCAL acquisition.
We have access to the capital markets to raise funds, which is accomplished generally through the issuance of equity, both common and preferred stock, and the issuance of subordinated debentures. We may use the proceeds to invest in our business through organic growth or other acquisitions. We also have the ability to invest in our Company through stock repurchase programs, which we have elected to do from time to time.
Capital
Bank regulatory agencies measure capital adequacy through standardized risk-based capital guidelines that compare different levels of capital (as defined by such guidelines) to risk-weighted assets and off-balance sheet obligations. Banks and bank holding companies considered to be "adequately capitalized" are required to maintain a minimum total risk-based capital ratio of 8% and a minimum Tier 1 risk-based capital ratio of 4.0%. Banks and bank holding companies considered to be "well capitalized" must maintain a minimum leverage ratio of 5%, a minimum total risk-based capital ratio of 10%, and a minimum Tier 1 risk-based capital ratio of 6.0%. Regulatory capital requirements limit the
99
amount of deferred tax assets that may be included when determining the amount of regulatory capital. Deferred tax asset amounts in excess of the calculated limit are deducted from regulatory capital. At December 31, 2013, such amount was $3.8 million for the Company and $3.3 million for the Bank. No assurance can be given that the regulatory capital deferred tax asset limitation will not increase in the future.
The following table presents regulatory capital requirements and our regulatory capital ratios as of the date indicated:
| |
December 31, 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Well Capitalized Requirement |
Pacific Western Bank |
PacWest Bancorp Consolidated |
|||||||
Tier 1 leverage capital ratio |
5.00 | % | 10.79 | % | 11.22 | % | ||||
Tier 1 risk-based capital ratio |
6.00 | % | 14.54 | % | 15.12 | % | ||||
Total risk-based capital ratio |
10.00 | % | 15.80 | % | 16.38 | % | ||||
Tangible common equity ratio |
N/A | 10.88 | % | 9.24 | % | |||||
As of December 31, 2013, we exceeded each of the capital requirements of the Board of Governors of the Federal Reserve System ("FRB") and were deemed to be "well capitalized." In addition, as of December 31, 2013, Pacific Western exceeded the capital requirements to be "well capitalized." For further information on regulatory capital, see Note 20, Dividend Availability and Regulatory Matters, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
Subordinated Debentures
The Company issued subordinated debentures to trusts that were established by us or entities we have acquired, which, in turn, issued trust preferred securities, which totaled $131.0 million at December 31, 2013. With the FCAL acquisition, we added $26.0 million of trust preferred securities. The Company includes in Tier 1 capital an amount of trust preferred securities equal to no more than 25% of the sum of all core capital elements, which is generally defined as shareholders' equity less goodwill, net of any related deferred income tax liability. At December 31, 2013, the amount of trust preferred securities included in Tier I capital was $131.0 million. Our existing trust preferred securities are currently grandfathered as Tier 1 capital under the Dodd-Frank Wall Street Reform and Consumer Protection Act. However, under new capital rules approved in July 2013 by the FRB and FDIC, if the Company completes the CapitalSource merger or any subsequent acquisition such that, upon completion of such transaction, the Company exceeds $15 billion in consolidated total assets, beginning in 2015, only 25% of the Company's $131.0 million of trust preferred securities currently outstanding will be included in Tier 1 capital, and in 2016, none of the Company's trust preferred securities will be included in Tier 1 capital. Further, under such rules, trust preferred securities no longer included in the Company's Tier 1 capital may be included as a component of Tier 2 capital on a permanent basis without phase-out. For more information, see "—New Capital Rules" below and "Item 1. Business—Supervision and Regulation—Capital Requirements—Basel III Capital Rules." If trust preferred securities are excluded from regulatory capital at December 31, 2013, we remain "well capitalized."
100
New Capital Rules
In July 2013, the Company's primary federal regulator, the FRB, and the Bank's primary federal regulator, the FDIC, approved final rules (the "New Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations. The New Capital Rules generally implement the Basel Committee on Banking Supervision's (the "Basel Committee") December 2010 final capital framework referred to as "Basel III" for strengthening international capital standards. The New Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including the Company and the Bank, as compared to the current U.S. general risk-based capital rules. The New Capital Rules revise the definitions and the components of regulatory capital, as well as address other issues affecting the numerator in banking institutions' regulatory capital ratios. The New Capital Rules also address asset risk weights and other matters affecting the denominator in banking institutions' regulatory capital ratios and replace the existing general risk-weighting approach, which was derived from the Basel Committee's 1988 "Basel I" capital accords, with a more risk-sensitive approach based, in part, on the "standardized approach" in the Basel Committee's 2004 "Basel II" capital accords. The New Capital Rules are effective for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain of their components and other provisions. We are currently evaluating the impact of the New Capital Rules on our capital ratios and related calculations. For more information regarding the New Capital Rules, see "Item 1. Business—Supervision and Regulation—Capital Requirements—Basel III Capital Rules."
Dividends on Common Stock and Interest on Subordinated Debentures
Bank holding companies, such as PacWest Bancorp, are required to notify the FRB prior to declaring and paying a dividend to stockholders during any period in which our quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Interest payments made by the Company on subordinated debentures are considered dividend payments under FRB regulations.
The goals of our liquidity management are to ensure the ability of the Company to meet its financial commitments when contractually due and to respond to other demands for funds such as the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers who may need assurance that sufficient funds will be available to meet their credit needs. We have an Executive Asset/Liability Management Committee, or Executive ALM Committee, which is comprised of members of senior management and responsible for managing balance sheet and off-balance sheet commitments to meet the needs of customers while achieving our financial objectives. Our Executive ALM Committee meets regularly to review funding capacities, current and forecasted loan demand, and investment opportunities.
The Company manages its liquidity by maintaining pools of liquid assets on-balance sheet, consisting of cash and due from banks, interest-earning deposits in other financial institutions, and unpledged investment securities available-for-sale, which we refer to as our primary liquidity. In addition, we also maintain available borrowing capacity under secured borrowing lines with the FHLB and the FRBSF, which we refer to as our secondary liquidity. In addition to its secured lines of credit, the Company also maintains unsecured lines of credit, subject to availability, of $80.0 million with correspondent banks for purchase of overnight funds.
101
The following table provides a summary of the Bank's primary and secondary liquidity levels at the dates indicated:
| |
December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(Dollars in thousands) |
|||||||||
Primary Liquidity—On-Balance Sheet: |
||||||||||
Cash and due from banks |
$ | 96,424 | $ | 89,011 | $ | 92,342 | ||||
Interest-earning deposits at financial institutions |
50,998 | 75,393 | 203,275 | |||||||
Investment securities available-for-sale |
1,494,745 | 1,355,385 | 1,326,358 | |||||||
Less pledged securities |
(208,340 | ) | (157,279 | ) | (69,623 | ) | ||||
| | | | | | | | | | | |
Total primary liquidity |
$ | 1,433,827 | $ | 1,362,510 | $ | 1,552,352 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Ratio of primary liquidity to total deposits |
27.2 | % | 28.9 | % | 33.9 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Secondary Liquidity—Off-Balance Sheet Available |
||||||||||
Secured Borrowing Capacity: |
||||||||||
Total secured borrowing capacity with the FHLB |
$ | 1,329,512 | $ | 1,024,261 | $ | 1,273,927 | ||||
Less secured letters of credit outstanding |
— | (1,244 | ) | (2,002 | ) | |||||
Less secured advances outstanding |
(106,600 | ) | — | (225,000 | ) | |||||
| | | | | | | | | | | |
Net secured borrowing capacity with the FHLB |
1,222,912 | 1,023,017 | 1,046,925 | |||||||
Secured credit line with the FRBSF |
563,560 | 385,691 | 347,407 | |||||||
| | | | | | | | | | | |
Total secondary liquidity |
$ | 1,786,472 | $ | 1,408,708 | $ | 1,394,332 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
During 2013, the Company's primary liquidity increased $71.3 million due mostly to a $88.3 million increase in net unpledged investment securities available-for-sale and a $7.4 million increase in cash and due from banks, partially offset by a $24.4 million decrease in interest earning deposits at financial institutions. The Company's secondary liquidity increased $377.8 million during 2013 due to the increased borrowing capacity of our secured borrowing lines with the FHLB and FRBSF resulting from the collateral pledged from the FCAL acquisition. Our total liquidity and the ratio of primary liquidity to total deposits remain at historically high levels.
At December 31, 2013, $702.6 million of certain qualifying loans were specifically pledged as collateral for the secured borrowing line maintained with the FRBSF. The FHLB borrowing lines are secured by (a) a blanket lien on certain qualifying loans in our loan portfolio, which are not pledged to the FRBSF, and (b) a portion of our available-for-sale securities.
In addition to our primary liquidity, we generate liquidity from cash flow from our amortizing loan and securities portfolios and from our large base of core customer deposits, defined as noninterest-bearing demand, interest checking, savings and money market accounts. At December 31, 2013, such deposits totaled $4.6 billion and represented 87% of the Company's total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company promoting long lasting relationships and stable funding sources.
During 2013, total core deposits increased $727.8 million, due primarily to the deposits added in the FCAL acquisition, and focused mainly in noninterest-bearing demand deposits from our small to medium-sized business customer base. We continue to experience strong demand for our core deposit products. We attribute some of the demand for our core deposit products to businesses having a tendency to maintain higher cash balances because of current economic conditions and low rate investment alternatives. Deposits from our customers may decline if interest rates increase significantly or if corporate customers move funds from the Company generally. In order to address the Company's liquidity risk as deposit balances may fluctuate, the Company maintains adequate levels of available liquidity.
102
The following table provides a summary of the Bank's core deposits at the dates indicated:
| |
December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Core Deposits: |
||||||||||
Non-interest bearing demand |
$ | 2,318,446 | $ | 1,939,212 | $ | 1,685,799 | ||||
Interest checking |
620,622 | 513,389 | 500,998 | |||||||
Savings and money market |
1,677,548 | 1,436,193 | 1,422,762 | |||||||
| | | | | | | | | | | |
Total core deposits |
$ | 4,616,616 | $ | 3,888,794 | $ | 3,609,559 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Our asset/liability management policy establishes various liquidity guidelines for the Company. The policy includes guidelines for On-Balance Sheet Liquidity (a measurement of primary liquidity to total deposits), Coverage and Crisis Coverage Ratios (measurements of liquid assets to expected short-term liquidity required for the loan and deposit portfolios under normal and stressed conditions), Loan to Funding Ratio, Wholesale Funding Ratio, and other guidelines developed for measuring and maintaining liquidity. As of December 31, 2013, we were in compliance with all liquidity guidelines established in the asset/liability management policy.
We may use large denomination brokered time deposits, the availability of which is uncertain and subject to competitive market forces, for liquidity management purposes. At December 31, 2013, the Bank had none of these brokered deposits. However, we had $49.4 million of time deposits that were part of the CDARS program. The CDARS program represents deposits that are participated with other FDIC insured financial institutions as a means to provide FDIC deposit insurance coverage for the full amount of our participating customers' deposits.
Holding Company Liquidity
The primary sources of liquidity for the Company, on a stand-alone basis, include dividends from the Bank and our ability to raise capital, issue subordinated debt, and secure outside borrowings. The ability of the Company to obtain funds for the payment of dividends to our stockholders and for other cash requirements is largely dependent upon the Bank's earnings. Pacific Western is subject to restrictions under certain federal and state laws and regulations that limit its ability to transfer funds to the Company through intercompany loans, advances, or cash dividends.
Dividends paid by state banks, such as Pacific Western, are regulated by the California Department of Business Oversight, Division of Financial Institutions ("DBO"), under its general supervisory authority as it relates to a bank's capital requirements. A state bank may declare a dividend without the approval of the DBO as long as the total dividends declared in a calendar year do not exceed either the retained earnings or the total of net profits for three previous fiscal years less any dividends paid during such period. During 2013, PacWest received $48.0 million in dividends from the Bank. For the foreseeable future, any dividends from the Bank to the Company require DBO approval. See also Note 20, Dividend Availability and Regulatory Matters, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
At December 31, 2013, the Company had, on a stand-alone basis, approximately $21.8 million in cash on deposit at the Bank. Management believes this amount of cash along with other sources of liquidity is sufficient to fund the Company's 2014 cash flow needs. See related discussion of liquidity sources at "—Capital Resources."
103
The following table summarizes the known contractual obligations of the Company as of the date indicated:
| |
December 31, 2013 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Due Within One Year |
Due in One to Three Years |
Due in Three to Five Years |
Due After Five Years |
Total | |||||||||||
| |
(In thousands) |
|||||||||||||||
Time deposits(1) |
$ | 516,727 | $ | 129,733 | $ | 16,479 | $ | 70 | $ | 663,009 | ||||||
Overnight FHLB advance |
106,600 | — | — | — | 106,600 | |||||||||||
Long-term debt obligations(1) |
4,238 | 2,575 | 248 | 135,055 | 142,116 | |||||||||||
Contractual interest(2) |
1,244 | 2,361 | 599 | 2 | 4,206 | |||||||||||
Operating lease obligations |
17,279 | 27,372 | 17,285 | 12,449 | 74,385 | |||||||||||
Other contractual obligations |
10,433 | 6,473 | 235 | 52 | 17,193 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total |
$ | 656,521 | $ | 168,514 | $ | 34,846 | $ | 147,628 | $ | 1,007,509 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
- (1)
- Excludes
purchase accounting fair value adjustments.
- (2)
- Excludes interest on subordinated debentures as these instruments are floating rate.
Operating lease obligations, time deposits, and debt obligations are discussed in Note 10, Premises and Equipment, Net, Note 11, Deposits, and Note 12, Borrowings and Subordinated Debentures, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data." The other contractual obligations relate to our minimum liability associated with our data and item processing contract with a third-party provider and commitments to contribute capital to investments in low income housing project partnerships.
We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity, and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.
Off-Balance Sheet Arrangements
Our obligations also include off-balance sheet arrangements consisting of loan and lease-related commitments, of which only a portion is expected to be funded. At December 31, 2013, our loan and lease-related commitments, including standby letters of credit, totaled $1.0 billion. The commitments, which result in funded loans and leases, increase our profitability through net interest income. We manage our overall liquidity taking into consideration funded and unfunded commitments as a percentage of our liquidity sources. Our liquidity sources, as described in "—Liquidity," have been and are expected to be sufficient to meet the cash requirements of our lending activities. For further information on loan commitments, see Note 13, Commitments and Contingencies, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
Recent Accounting Pronouncements
See Note 1, Nature of Operations and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" for information on recent accounting pronouncements and their impact, if any, on our consolidated financial statements.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We measure our interest rate risk position on at least a quarterly basis using two methods: (i) net interest income simulation analysis; and (ii) market value of equity modeling. The results of these analyses are reviewed by the Executive ALM Committee and the Board ALCO quarterly. If hypothetical changes to interest rates cause changes to our simulated net present value of equity and/or net interest income outside our pre-established limits, we may adjust our asset and liability mix in an effort to bring our interest rate risk exposure within our established limits.
We evaluated the results of our net interest income simulation and market value of equity models prepared as of December 31, 2013, the results of which are presented below. Our net interest income simulation indicates that our balance sheet is liability sensitive to the first 100 basis points of rate increase, shifting to asset sensitive when rates are modeled to increase 200 basis points or more. This profile is primarily a result of the amount of variable rate loans in our loan portfolio, including loans with in-the-money interest rate floors that are projected to lift off of those floors as rates increase, combined with the level of noninterest bearing deposits that comprise a significant portion of our funding. Our market value of equity model indicates an asset sensitive profile in the up 100 basis points scenario, switching to liability sensitive in the up 200 basis point scenario. An asset sensitive profile would suggest that a sudden sustained increase in rates would result in an increase in our estimated market value of equity, while a liability sensitive profile would suggest that our estimated market value of equity would decrease when rates increase. In general, we view the net interest income model results as more relevant to the Company's current operating profile and manage our balance sheet giving priority to this information.
Net Interest Income Simulation
We used a simulation model to measure the estimated changes in net interest income that would result over the next 12 months from immediate and sustained changes in interest rates as of December 31, 2013. This model is an interest rate risk management tool and the results are not necessarily an indication of our future net interest income. This model has inherent limitations and these results are based on a given set of rate changes and assumptions at one point in time. We have assumed no growth in either our total interest-sensitive assets or liabilities over the next 12 months; therefore, the results reflect an interest rate shock to a static balance sheet.
This analysis calculates the difference between net interest income forecasted using both increasing and declining interest rate scenarios and net interest income forecasted using a base market interest rate derived from the U.S. Treasury yield curve at December 31, 2013. In order to arrive at the base case, we extend our balance sheet at December 31, 2013 one year and reprice any assets and liabilities that would contractually reprice or mature during that period using the products' pricing as of December 31, 2013. Based on such repricings, we calculate an estimated net interest income and net interest margin.
The repricing relationship for each of our assets and liabilities includes many assumptions. For example, many of our assets are floating-rate loans, which are assumed to reprice to the same extent as the change in market rates according to their contracted index, except for floating-rate loans tied to our base lending rate which are assumed to reprice upward only after the first 75 basis point increase in market rates. This assumption is due to the fact that our base lending rate is 4.00% while the major bank prime rate is 3.25%. Some loans and investment vehicles include the opportunity of prepayment (imbedded options) and the simulation model uses a prepayment model to estimate these prepayments and reinvest these proceeds at current simulated yields. Our deposit products reprice at our discretion and are assumed to reprice more slowly in a rising or declining interest rate environment and usually reprice at a rate less than the change in market rates. In December 2013, we decreased the assumed pricing sensitivity of money market and savings deposits to changes in market interest rates (the
105
"deposit pricing beta"), based on an updated study of the historical repricing relationship. The effects of certain balance sheet attributes, such as fixed-rate loans, floating-rate loans that have reached their floors, and the volume of noninterest-bearing deposits as a percentage of earning assets, impact our assumptions and consequently the results of our interest rate risk management model. Changes that could vary significantly from our assumptions include loan and deposit growth or contraction, changes in the mix of our earning assets or funding sources, and future asset/liability management decisions, all of which may have significant effects on our net interest income.
The simulation analysis does not account for all factors that impact this analysis, including changes by management to mitigate the impact of interest rate changes or the impact a change in interest rates may have on our credit risk profile, loan prepayment estimates, and spread relationships, which can change regularly. In addition, the simulation analysis does not make any assumptions regarding loan fee income, which is a component of our net interest income and tends to increase our net interest margin. Management reviews the model assumptions for reasonableness on a quarterly basis.
The following table presents as of December 31, 2013, forecasted net interest income and net interest margin for the next 12 months using a base market interest rate and the estimated change to the base scenario given immediate and sustained upward and downward movements in interest rates of 100, 200 and 300 basis points.
December 31, 2013 Interest Rate Scenario |
Estimated Net Interest Income |
Percentage Change From Base |
Estimated Net Interest Margin |
Estimated Net Interest Margin Change From Base |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(Dollars in millions) |
||||||||||||
Up 300 basis points |
$ | 325.6 | 5.6 | % | 5.50 | % | 0.28 | % | |||||
Up 200 basis points |
$ | 316.2 | 2.5 | % | 5.35 | % | 0.13 | % | |||||
Up 100 basis points |
$ | 306.9 | (0.5 | )% | 5.19 | % | (0.03 | )% | |||||
BASE CASE |
$ | 308.5 | — | 5.22 | % | — | |||||||
Down 100 basis points |
$ | 305.9 | (0.8 | )% | 5.18 | % | (0.04 | )% | |||||
Down 200 basis points |
$ | 304.0 | (1.4 | )% | 5.15 | % | (0.07 | )% | |||||
Down 300 basis points |
$ | 302.6 | (1.9 | )% | 5.12 | % | (0.10 | )% | |||||
The net interest income simulation model prepared as of December 31, 2013 suggests our balance sheet is liability sensitive for the first 100 basis points of rate rise, then becoming asset sensitive as rates increase 200 basis points or more. Liability sensitivity indicates that in a rising interest rate environment, our net interest margin would decrease, while asset sensitivity indicates that our net interest margin would increase. Due to the historically low market interest rates as of December 31, 2013, the "down" scenarios are not considered meaningful and are excluded from the following discussion. The interest rate risk profile is due mostly to the mix of fixed-rate loans and the amount of loans with in-the-money interest rate floors to total loans in the loan portfolio relative to our amount of interest-bearing deposits that would reprice as interest rates change. Although $2.1 billion of the $4.3 billion of total loans in the portfolio have variable interest rate terms, only $451 million of those variable-rate loans would immediately reprice at December 31, 2013 under the modeled scenarios. Of the remaining variable-rate loans, $1.4 billion would not immediately reprice because the loans' fully-
106
indexed rates are below their floor rates. Of these $1.4 billion of loans at their floors, the fully-indexed rates would rise off of the floors and reprice as follows:
Cumulative Amount of Loans |
Rate Increase Needed to Reprice |
||||
|---|---|---|---|---|---|
| (Dollars in millions) |
|||||
| $ | 943.2 | 100 bps | |||
| $ | 1,277.5 | 200 bps | |||
| $ | 1,401.3 | 300 bps | |||
An additional $254 million of hybrid ARM loans would not immediately reprice because the loans contain an initial fixed-rate period before they become adjustable. The cumulative amounts of hybrid ARM loans that would switch from being fixed-rate to floating-rate because the initial fixed-rate term would expire is approximately $98 million, $143 million and $195 million in the next one, two, and three years, respectively.
In comparing the December 31, 2013 simulation results to December 31, 2012, our profile has become more asset sensitive while our overall estimated net interest income has increased for all scenarios. The increased asset sensitivity was due primarily to the change in the deposit pricing beta assumption, which resulted in decreased interest expense in rising rate scenarios compared to the previous assumption. The increase in the simulated net interest income is a result of higher earning assets due to the 2013 acquisition of FCAL.
Market Value of Equity
We measure the impact of market interest rate changes on the net present value of estimated cash flows from our assets, liabilities and off-balance sheet items, defined as the market value of equity, using a simulation model. This simulation model assesses the changes in the market value of our interest-sensitive financial instruments that would occur in response to an instantaneous and sustained increase or decrease in market interest rates of 100, 200, and 300 basis points. This analysis assigns significant value to our noninterest-bearing deposit balances. The projections are by their nature forward-looking and therefore inherently uncertain, and include various assumptions regarding cash flows and interest rates.
This model is an interest rate risk management tool and the results are not necessarily an indication of our actual future results. Actual results may vary significantly from the results suggested by the market value of equity table. Loan prepayments and deposit attrition, changes in the mix of our earning assets or funding sources, and future asset/liability management decisions, among others, may vary significantly from our assumptions. The base case is determined by applying various current market discount rates to the estimated cash flows from the different types of assets, liabilities and off-balance sheet items existing at December 31, 2013.
107
The following table shows the projected change in the market value of equity for the set of rate shocks presented as of December 31, 2013:
December 31, 2013 Interest Rate Scenario |
Estimated Market Value of Equity |
Dollar Change From Base |
Percentage Change From Base |
Percentage of Total Assets |
Ratio of Estimated Market Value to Book Value |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(Dollars in millions) |
|||||||||||||||
Up 300 basis points |
$ | 1,060.2 | $ | (37.8 | ) | (3.4 | )% | 16.2 | % | 131.0 | % | |||||
Up 200 basis points |
$ | 1,090.0 | $ | (8.0 | ) | (0.7 | )% | 16.7 | % | 134.7 | % | |||||
Up 100 basis points |
$ | 1,116.8 | $ | 18.8 | 1.7 | % | 17.1 | % | 138.0 | % | ||||||
BASE CASE |
$ | 1,098.0 | — | — | 16.8 | % | 135.7 | % | ||||||||
Down 100 basis points |
$ | 1,021.7 | $ | (76.3 | ) | (6.9 | )% | 15.6 | % | 126.3 | % | |||||
Down 200 basis points |
$ | 1,009.4 | $ | (88.6 | ) | (8.1 | )% | 15.4 | % | 124.8 | % | |||||
Down 300 basis points |
$ | 1,013.3 | $ | (84.7 | ) | (7.7 | )% | 15.5 | % | 125.2 | % | |||||
In comparing the December 31, 2013 simulation results to December 31, 2012, our base case estimated market value of equity has increased while our overall profile has become more liability sensitive. Base case market value of equity increased $327.2 million compared to December 31, 2012; this increase was due to a $220.0 million increase in stockholders' equity due to the FCAL acquisition, a $159.4 million increase in the market value of deposits, and a $52.6 million decrease in the market value of loans. The change in the market value of loans was due to a decrease in loan portfolio yield at December 31, 2013 compared to the prior year. The increase in the market value of deposits was due to an increase in discount rates used to calculate the market values of deposits due to the generally higher prevailing interest rate levels at December 2013.
Our market value of equity profile is affected by the assumed floors in the Company's base lending rate and the significant value placed on the Company's noninterest-bearing deposits for purposes of this analysis. Static balances of noninterest- bearing deposits do not impact the net interest income simulation, while at the same time the value of these deposits increases substantially in the market value of equity model when market rates are assumed to rise.
108
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
109
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of PacWest Bancorp, including its consolidated subsidiaries, is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management's authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to see that information and communication flows are effective and to monitor performance, including performance of internal control procedures.
As of December 31, 2013, PacWest Bancorp management assessed the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2013, is effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements should they occur. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the control procedures may deteriorate.
KPMG LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2013. The report, which expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2013, is included in this Item under the heading "Report of Independent Registered Public Accounting Firm."
110
Report of Independent Registered Public Accounting Firm
The
Board of Directors and Stockholders
PacWest Bancorp:
We have audited the accompanying consolidated balance sheets of PacWest Bancorp and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013. We also have audited PacWest Bancorp's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). PacWest Bancorp's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PacWest Bancorp and subsidiaries as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, PacWest Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ KPMG LLP
Los
Angeles, California
February 28, 2014
111
PACWEST BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Par Value Data)
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
ASSETS |
|||||||
Cash and due from banks |
$ | 96,424 | $ | 89,011 | |||
Interest-earning deposits in financial institutions |
50,998 | 75,393 | |||||
| | | | | | | | |
Total cash and cash equivalents |
147,422 | 164,404 | |||||
| | | | | | | | |
Securities available-for-sale, at fair value ($37,904 and $44,684 covered by FDIC loss sharing at December 31, 2013 and 2012) |
1,494,745 | 1,355,385 | |||||
Federal Home Loan Bank stock, at cost |
27,939 | 37,126 | |||||
| | | | | | | | |
Total investment securities |
1,522,684 | 1,392,511 | |||||
| | | | | | | | |
Loans and leases, net of unearned income ($448,418 and $543,327 covered by FDIC loss sharing at December 31, 2013 and 2012) |
4,312,352 | 3,590,297 | |||||
Allowance for loan and lease losses ($21,793 and $26,069 for loans covered by FDIC loss sharing at December 31, 2013 and 2012) |
(82,034 | ) | (91,968 | ) | |||
| | | | | | | | |
Total loans and leases, net |
4,230,318 | 3,498,329 | |||||
| | | | | | | | |
Other real estate owned, net ($9,036 and $22,842 covered by FDIC loss sharing at December 31, 2013 and 2012) |
51,837 | 56,414 | |||||
Premises and equipment, net |
32,435 | 19,503 | |||||
FDIC loss sharing asset |
45,524 | 57,475 | |||||
Cash surrender value of life insurance |
77,489 | 68,326 | |||||
Goodwill |
208,743 | 79,866 | |||||
Core deposit and customer relationship intangibles, net |
17,248 | 14,723 | |||||
Other assets |
199,663 | 112,107 | |||||
| | | | | | | | |
Total assets |
$ | 6,533,363 | $ | 5,463,658 | |||
| | | | | | | | |
| | | | | | | | |
LIABILITIES |
|||||||
Noninterest-bearing deposits |
$ | 2,318,446 | $ | 1,939,212 | |||
Interest-bearing deposits |
2,962,541 | 2,769,909 | |||||
| | | | | | | | |
Total deposits |
5,280,987 | 4,709,121 | |||||
Borrowings |
113,726 | 12,591 | |||||
Subordinated debentures |
132,645 | 108,250 | |||||
Discontinued operations |
123,028 | — | |||||
Accrued interest payable and other liabilities |
73,884 | 44,575 | |||||
| | | | | | | | |
Total liabilities |
5,724,270 | 4,874,537 | |||||
| | | | | | | | |
Commitments and contingencies |
|||||||
STOCKHOLDERS' EQUITY |
|||||||
Preferred stock, $0.01 par value; authorized 5,000,000 shares; none issued and outstanding |
— | — | |||||
Common stock, $0.01 par value; authorized 75,000,000 shares; issued 46,526,124 and 37,772,559 shares at December 31, 2013 and 2012 (includes 1,216,524 and 1,698,281 shares of unvested restricted stock, respectively) |
465 | 377 | |||||
Additional paid-in capital |
1,286,737 | 1,062,184 | |||||
Accumulated deficit |
(454,422 | ) | (499,537 | ) | |||
Treasury stock, at cost; 703,290 and 351,650 shares at December 31, 2013 and 2012 |
(20,340 | ) | (6,803 | ) | |||
Accumulated other comprehensive income |
(3,347 | ) | 32,900 | ||||
| | | | | | | | |
Total stockholders' equity |
809,093 | 589,121 | |||||
| | | | | | | | |
Total liabilities and stockholders' equity |
$ | 6,533,363 | $ | 5,463,658 | |||
| | | | | | | | |
| | | | | | | | |
See accompanying Notes to Consolidated Financial Statements.
112
PACWEST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in Thousands, Except Per Share Data)
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
INTEREST INCOME: |
||||||||||
Loans and leases |
$ | 272,726 | $ | 260,230 | $ | 260,143 | ||||
Investment securities |
36,923 | 35,657 | 34,785 | |||||||
Deposits in financial institutions |
265 | 228 | 356 | |||||||
| | | | | | | | | | | |
Total interest income |
309,914 | 296,115 | 295,284 | |||||||
| | | | | | | | | | | |
INTEREST EXPENSE: |
||||||||||
Deposits |
7,868 | 13,271 | 20,649 | |||||||
Borrowings |
537 | 2,656 | 7,071 | |||||||
Subordinated debentures |
3,796 | 3,721 | 4,923 | |||||||
| | | | | | | | | | | |
Total interest expense |
12,201 | 19,648 | 32,643 | |||||||
| | | | | | | | | | | |
Net interest income |
297,713 | 276,467 | 262,641 | |||||||
| | | | | | | | | | | |
PROVISION (NEGATIVE PROVISION) FOR CREDIT LOSSES |
(4,210 | ) | (12,819 | ) | 26,570 | |||||
| | | | | | | | | | | |
Net interest income after provision for credit losses |
301,923 | 289,286 | 236,071 | |||||||
| | | | | | | | | | | |
NONINTEREST INCOME: |
||||||||||
Service charges on deposit accounts |
11,765 | 12,852 | 13,829 | |||||||
Other commissions and fees |
8,416 | 8,126 | 7,616 | |||||||
Gain on sale of leases |
1,791 | 2,767 | — | |||||||
Gain on sale of securities |
137 | 1,239 | — | |||||||
Acquisition-related securities gain |
5,222 | — | — | |||||||
Other-than-temporary-impairment losses on covered securities |
— | (1,115 | ) | — | ||||||
Increase in cash surrender value of life insurance |
1,164 | 1,264 | 1,443 | |||||||
FDIC loss sharing income (expense), net |
(26,172 | ) | (10,070 | ) | 7,776 | |||||
Other income |
1,921 | 809 | 762 | |||||||
| | | | | | | | | | | |
Total noninterest income |
4,244 | 15,872 | 31,426 | |||||||
| | | | | | | | | | | |
NONINTEREST EXPENSE: |
||||||||||
Compensation |
107,067 | 94,967 | 86,800 | |||||||
Accelerated vesting of restricted stock |
12,420 | — | — | |||||||
Occupancy |
29,459 | 28,113 | 28,685 | |||||||
Data processing |
9,494 | 9,120 | 8,964 | |||||||
Other professional services |
9,481 | 8,367 | 8,986 | |||||||
Business development |
3,282 | 2,538 | 2,321 | |||||||
Communications |
2,923 | 2,523 | 3,011 | |||||||
Insurance and assessments |
5,596 | 5,284 | 7,171 | |||||||
Non-covered other real estate owned, net |
330 | 4,150 | 7,010 | |||||||
Covered other real estate owned, net |
(1,833 | ) | 6,781 | 3,666 | ||||||
Intangible asset amortization |
5,402 | 6,326 | 8,428 | |||||||
Acquisition and integration |
28,392 | 4,089 | 600 | |||||||
Debt termination |
— | 22,598 | — | |||||||
Other expense |
18,674 | 16,806 | 14,351 | |||||||
| | | | | | | | | | | |
Total noninterest expense |
230,687 | 211,662 | 179,993 | |||||||
| | | | | | | | | | | |
Earnings from continuing operations before income taxes |
75,480 | 93,496 | 87,504 | |||||||
Income tax expense |
(30,003 | ) | (36,695 | ) | (36,800 | ) | ||||
| | | | | | | | | | | |
NET EARNINGS FROM CONTINUING OPERATIONS |
45,477 | 56,801 | 50,704 | |||||||
| | | | | | | | | | | |
Earnings from discontinued operations before income taxes |
(620 | ) | — | — | ||||||
Income tax expense |
258 | — | — | |||||||
| | | | | | | | | | | |
NET EARNINGS FROM DISCONTINUED OPERATIONS |
(362 | ) | — | — | ||||||
| | | | | | | | | | | |
NET EARNINGS |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic earnings per share: |
||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | ||||
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | ||||
Diluted earnings per share: |
||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | ||||
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | ||||
Dividends declared per share |
$ | 1.00 | $ | 0.79 | $ | 0.21 | ||||
See accompanying Notes to Consolidated Financial Statements.
113
PACWEST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
Net earnings |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
Other comprehensive income (loss) related to unrealized gains and (losses) on securities available-for-sale: |
||||||||||
Unrealized holding gains (losses) arising during the period |
(57,136 | ) | 17,532 | 32,473 | ||||||
Income tax (expense) benefit related to unrealized holding gains (losses) arising during the period |
26,190 | (7,363 | ) | (13,639 | ) | |||||
Reclassification adjustment for net gains included in net earnings |
(5,359 | ) | (124 | ) | — | |||||
Income tax expense related to reclassification adjustment |
58 | 52 | — | |||||||
| | | | | | | | | | | |
Other comprehensive (loss) income |
(36,247 | ) | 10,097 | 18,834 | ||||||
| | | | | | | | | | | |
COMPREHENSIVE INCOME |
$ | 8,868 | $ | 66,898 | $ | 69,538 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
See accompanying Notes to Consolidated Financial Statements.
114
PACWEST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in Thousands, Except Per Share Data)
| |
Common Stock | |
|
|
|
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
|
Accumulated Other Comprehensive Income |
|
||||||||||||||||||
| |
Shares | Par Value |
Additional Paid-in Capital |
Accumulated Deficit |
Treasury Stock |
Total | ||||||||||||||||
BALANCE, DECEMBER 31, 2010 |
36,672,429 | $ | 369 | $ | 1,085,364 | $ | (607,042 | ) | $ | (3,863 | ) | $ | 3,969 | $ | 478,797 | |||||||
Net earnings |
— | — | — | 50,704 | — | — | 50,704 | |||||||||||||||
Other comprehensive income—net unrealized gain on securities available-for-sale, net of tax |
— | — | — | — | — | 18,834 | 18,834 | |||||||||||||||
Tax effect from vesting of restricted stock |
— | — | (937 | ) | — | — | — | (937 | ) | |||||||||||||
Restricted stock awarded and earned stock compensation, net of shares forfeited |
662,062 | 6 | 7,890 | — | — | — | 7,896 | |||||||||||||||
Restricted stock surrendered |
(80,173 | ) | — | — | — | (1,465 | ) | — | (1,465 | ) | ||||||||||||
Cash dividends paid ($0.21 per share) |
— | — | (7,626 | ) | — | — | — | (7,626 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, DECEMBER 31, 2011 |
37,254,318 | 375 | 1,084,691 | (556,338 | ) | (5,328 | ) | 22,803 | 546,203 | |||||||||||||
Net earnings |
— | — | — | 56,801 | — | — | 56,801 | |||||||||||||||
Other comprehensive income—net unrealized gain on securities available-for-sale, net of tax |
— | — | — | — | — | 10,097 | 10,097 | |||||||||||||||
Tax effect from vesting of restricted stock |
— | — | 283 | — | — | — | 283 | |||||||||||||||
Restricted stock awarded and earned stock compensation, net of shares forfeited |
230,272 | 2 | 5,997 | — | — | — | 5,999 | |||||||||||||||
Restricted stock surrendered |
(63,681 | ) | — | — | — | (1,475 | ) | — | (1,475 | ) | ||||||||||||
Cash dividends paid ($0.79 per share) |
— | — | (28,787 | ) | — | — | — | (28,787 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, DECEMBER 31, 2012 |
37,420,909 | 377 | 1,062,184 | (499,537 | ) | (6,803 | ) | 32,900 | 589,121 | |||||||||||||
Net earnings |
— | — | — | 45,115 | — | — | 45,115 | |||||||||||||||
Other comprehensive loss—net unrealized loss on securities available-for-sale, net of tax |
— | — | — | — | — | (36,247 | ) | (36,247 | ) | |||||||||||||
Issuance of common stock for acquisition of First California |
||||||||||||||||||||||
Financial Group, Inc |
8,403,119 | 84 | 242,184 | — | — | — | 242,268 | |||||||||||||||
Tax effect from vesting of restricted stock |
— | — | 2,133 | — | — | — | 2,133 | |||||||||||||||
Restricted stock awarded and earned stock compensation, net of shares forfeited |
350,446 | 4 | 21,242 | — | — | — | 21,246 | |||||||||||||||
Restricted stock surrendered |
(351,640 | ) | — | — | — | (13,537 | ) | — | (13,537 | ) | ||||||||||||
Cash dividends paid ($1.00 per share) |
— | — | (41,006 | ) | — | — | — | (41,006 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, DECEMBER 31, 2013 |
45,822,834 | $ | 465 | $ | 1,286,737 | $ | (454,422 | ) | $ | (20,340 | ) | $ | (3,347 | ) | $ | 809,093 | ||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Consolidated Financial Statements.
115
PACWEST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net earnings |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||||
Depreciation and amortization |
31,509 | 25,792 | 20,084 | |||||||
(Negative provision) provision for credit losses |
(4,210 | ) | (12,819 | ) | 26,570 | |||||
Gain on sale of other real estate owned |
(5,201 | ) | (5,786 | ) | (9,140 | ) | ||||
Provision for losses and valuation adjustments on other real estate owned |
2,515 | 14,333 | 16,994 | |||||||
Gain on sale of leases |
(1,791 | ) | (2,767 | ) | — | |||||
(Gain) loss on sale of premises and equipment |
(21 | ) | 155 | (23 | ) | |||||
Gain on branch sale |
— | (297 | ) | — | ||||||
Gain on sale of securities |
(137 | ) | (1,239 | ) | — | |||||
Acquisition-related securities gain |
(5,222 | ) | — | — | ||||||
Other-than-temporary impairment losses on covered securities |
— | 1,115 | — | |||||||
Earned stock compensation |
21,246 | 5,999 | 7,896 | |||||||
Tax effect included in stockholders' equity of restricted stock vesting |
(2,133 | ) | (283 | ) | 937 | |||||
Increase (decrease) in accrued and deferred income taxes, net |
2,198 | (3,737 | ) | 17,694 | ||||||
Decrease in FDIC loss sharing asset |
29,192 | 37,712 | 21,165 | |||||||
(Increase) decrease in other assets |
(9,403 | ) | 18,754 | 18,053 | ||||||
Decrease in accrued interest payable and other liabilities |
(53,405 | ) | (15,753 | ) | (661 | ) | ||||
| | | | | | | | | | | |
Net cash provided by operating activities |
50,252 | 117,980 | 170,273 | |||||||
| | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Resolution of goodwill matter with FDIC |
— | — | 7,636 | |||||||
Net cash and cash equivalents acquired (used) in acquisitions |
273,013 | (87,098 | ) | — | ||||||
Net cash used in branch sale |
— | (119,756 | ) | — | ||||||
Net decrease in loans and leases |
275,740 | 232,549 | 450,492 | |||||||
Proceeds from sales of loans and leases |
33,824 | 58,691 | 2,495 | |||||||
Securities available-for-sale: |
||||||||||
Proceeds from maturities and paydowns |
306,536 | 415,854 | 231,898 | |||||||
Proceeds from sales |
22,415 | 90,745 | — | |||||||
Purchases |
(550,211 | ) | (485,860 | ) | (658,310 | ) | ||||
Net redemptions of Federal Home Loan Bank stock |
18,705 | 10,392 | 8,934 | |||||||
Proceeds from sale of other real estate owned |
36,490 | 59,614 | 61,954 | |||||||
Capitalized costs to complete other real estate owned |
— | — | (125 | ) | ||||||
Purchases of premises and equipment, net |
(3,604 | ) | (4,914 | ) | (5,936 | ) | ||||
Proceeds from sales of premises and equipment |
31 | 704 | 27 | |||||||
| | | | | | | | | | | |
Net cash provided by investing activities |
412,939 | 170,921 | 99,065 | |||||||
| | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||
Net increase (decrease) in deposits: |
||||||||||
Noninterest-bearing |
18,068 | 271,934 | 220,237 | |||||||
Interest-bearing |
(547,081 | ) | (234,608 | ) | (292,482 | ) | ||||
Net increase (decrease) in borrowings |
101,250 | (228,107 | ) | — | ||||||
Redemption of subordinated debentures |
— | (18,558 | ) | — | ||||||
Repayment of acquired debt |
— | (180,796 | ) | — | ||||||
Tax effect included in stockholders' equity of restricted stock vesting |
2,133 | 283 | (937 | ) | ||||||
Restricted stock surrendered |
(13,537 | ) | (1,475 | ) | (1,465 | ) | ||||
Cash dividends paid |
(41,006 | ) | (28,787 | ) | (7,626 | ) | ||||
| | | | | | | | | | | |
Net cash used in financing activities |
(480,173 | ) | (420,114 | ) | (82,273 | ) | ||||
| | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents |
(16,982 | ) | (131,213 | ) | 187,065 | |||||
Cash and cash equivalents at beginning of year |
164,404 | 295,617 | 108,552 | |||||||
| | | | | | | | | | | |
Cash and cash equivalents at end of year |
$ | 147,422 | $ | 164,404 | $ | 295,617 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Supplemental disclosure of cash flow information: |
||||||||||
Cash paid during the year for interest |
$ | 13,275 | $ | 21,614 | $ | 33,000 | ||||
Cash paid during the year for income taxes, net of refunds |
27,665 | 40,772 | 19,083 | |||||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||||
Transfer of loans to other real estate owned |
15,416 | 40,207 | 68,683 | |||||||
Common stock issued for First California Financial Group acquisition |
242,268 | — | — | |||||||
See accompanying Notes to Consolidated Financial Statements.
116
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as a holding company for our Los Angeles-based wholly owned banking subsidiary, Pacific Western Bank, which we refer to as "Pacific Western" or the "Bank." When we say "we," "our" or the "Company," we mean the Company on a consolidated basis with the Bank. When we refer to "PacWest" or to the holding company, we are referring to the parent company on a stand-alone basis.
We have completed 26 acquisitions from May 2000 through December 31, 2013, including the merger whereby the former Rancho Santa Fe National Bank and First Community Bank of the Desert became wholly-owned subsidiaries of the Company in a pooling-of-interests transaction completed in May 2000. All other acquisitions have been accounted for using the acquisition method of accounting and, accordingly, the operating results of the acquired entities have been included in the consolidated financial statements from their respective dates of acquisition. During the three years ended December 31, 2013, we completed the following four acquisitions: Pacific Western Equipment Finance, or EQF, which closed on January 3, 2012; Celtic Capital Corporation, or Celtic, which closed on April 3, 2012; American Perspective Bank, or APB, which closed on August 1, 2012; and First California Financial Group, or FCAL, which closed on May 31, 2013. See Note 4, Acquisitions, and Note 5, Goodwill and Other Intangible Assets, for more information about these acquisitions
Pacific Western is a full-service commercial bank offering a broad range of banking products and services including: accepting demand, money market, and time deposits; originating loans and leases, including commercial, real estate construction, equipment finance leases, SBA guaranteed and consumer loans; and providing other business-oriented products. Our operations are primarily located in Southern California extending from San Diego County to California's Central Coast; we also operate three banking offices in the San Francisco Bay area, a leasing operation based in Utah, and asset-based lending operations based in Arizona as well as San Jose and Santa Monica, California. The Bank focuses on conducting business with small to medium sized businesses in our marketplace and the owners and employees of those businesses. The majority of our loans are secured by the real estate collateral of such businesses. Our asset-based lending function operates in Arizona, California, Texas, Colorado, Minnesota, and the Pacific Northwest. Our equipment leasing function has lease receivables in 45 states.
We generate our revenue primarily from interest received on loans and leases and, to a lesser extent, from interest received on investment securities, and fees received in connection with deposit services, extending credit and other services offered, including foreign exchange services. Our major operating expenses are the interest paid by the Bank on deposits and borrowings, compensation and general operating expenses. The Bank relies on a foundation of locally generated and relationship-based deposits. The Bank has a relatively low cost of funds due to a high percentage of noninterest-bearing and low cost deposits.
Our operations, like those of other financial institutions operating in Southern California, are significantly influenced by economic conditions in Southern California, including local economies, the strength of the real estate market, and the fiscal and regulatory policies of the federal and state government and the regulatory authorities that govern financial institutions. Through our offices located in Northern California, our asset-based lending operations with production and marketing offices located in Arizona, Northern California, Texas, Colorado, Minnesota and the Pacific Northwest,
117
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
and our equipment leasing operations located in Utah, we are also subject to the economic conditions affecting these markets. No individual or single group of related accounts is considered material in relation to our total assets or deposits of the Bank, or in relation to the overall business of the Company. However, 70% of our total gross non-covered and covered loan portfolio at December 31, 2013 consisted of real estate loans.
A downturn or deterioration in the real estate market could materially and adversely affect our business because a significant portion of our loans is secured by real estate. Our ability to recover on defaulted loans by selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted loans. Substantially all of our real property collateral is located in Southern California. Consequently, the ability of our borrowers to repay their loans and our results of operations and financial condition are dependent upon the general trends in the Southern California economies and, in particular, the residential and commercial real estate markets.
Real estate values could be affected by, among other things, a worsening of economic conditions, an increase in foreclosures, a decline in home sale volumes, an increase in interest rates, earthquakes and other natural disasters particular to California. Further, we may experience an increase in the number of borrowers who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us given a sustained weakness or weakening in business and economic conditions generally or specifically in the principal markets in which we do business. An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level of nonperforming assets, net charge-offs and provision for credit losses.
(a) Basis of Presentation
The accounting and reporting policies of the Company are in accordance with U.S. generally accepted accounting principles, which we may refer to as U.S. GAAP. All significant intercompany balances and transactions have been eliminated.
(b) Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these consolidated financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates. Material estimates subject to change in the near term include, among other items, the allowance for credit losses, the carrying value of intangible assets, the carrying value of the FDIC loss sharing asset, and the realization of deferred tax assets.
As described in Note 4, Acquisitions, below, we completed the acquisition of FCAL on May 31, 2013. The acquired assets and liabilities of FCAL were measured at their estimated fair values. Management made significant estimates and exercised significant judgment in estimating fair values and accounting for the acquired assets and assumed liabilities of FCAL.
118
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c) Reclassifications
Certain prior period amounts have been reclassified to conform to the current period's presentation format. Starting with the June 30, 2013 quarter-end, loan tables presented non-purchased credit impaired ("Non-PCI") and purchased credit impaired ("PCI") loan categories in addition to covered and non-covered loan information. Previously the loan tables only presented covered and non-covered loan categories.
(d) Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash, due from banks, and interest-earning deposits in financial institutions. Interest-earning assets in financial institutions represent cash held at the Federal Reserve Bank of San Francisco ("FRBSF"), the majority of which is immediately available.
(e) Investment Securities
We determine the classification of securities at the time of purchase. If we have the intent and the ability at the time of purchase to hold securities until maturity, they are classified as held-to-maturity. Investment securities held-to-maturity are stated at amortized cost. Securities to be held for indefinite periods of time, but not necessarily to be held-to-maturity or on a long-term basis, are classified as available-for-sale and carried at estimated fair value, with unrealized gains or losses reported as a separate component of stockholders' equity in accumulated other comprehensive income, net of applicable income taxes. Securities available-for-sale include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, prepayment risk, and other related factors. Securities are individually evaluated for appropriate classification when acquired; consequently, similar types of securities may be classified differently depending on factors existing at the time of purchase.
The carrying values of all securities are adjusted for amortization of premiums and accretion of discounts over the period to maturity of the related security using the interest method. Realized gains or losses on the sale of securities, if any, are determined using the amortized cost of the specific securities sold. If a decline in the fair value of a security below its amortized cost is judged by management to be other than temporary, the cost basis of the security is written down to its fair value and the amount of the write-down is recognized through a charge to earnings.
Investments in Federal Home Loan Bank of San Francisco, or FHLB, stock are carried at cost and evaluated regularly for impairment. FHLB stock is expected to be redeemed at an amount not to exceed par and is a required investment based on measurements of the Bank's assets and/or borrowing levels.
(f) Loans and Leases Held for Sale and Servicing Assets
Loans and leases held for sale include loans and leases originated or purchased for resale. Loans and leases originated or purchased for resale include the principal amount outstanding net of unearned income, and are carried at the lower of cost or fair value on an aggregate basis. A decline in the aggregate fair value of the loans below their aggregate carrying amount is recognized through a charge
119
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
to earnings in the period of such decline. Unearned income on these loans and leases is taken into earnings when they are sold. At December 31, 2013 and 2012, the Company had no loans or leases held for sale.
Gains or losses resulting from sales of loans and leases are recognized at the date of settlement and are based on the difference between the cash received and the carrying value of the related loans or leases less related transaction costs. A transfer of financial assets in which control is surrendered is accounted for as a sale to the extent that consideration other than beneficial interests in the transferred assets is received in the exchange. Assets, liabilities, derivative financial instruments or other retained interests issued or obtained through the sale of financial assets are measured at estimated fair value, if practicable. Lease sales where we keep part of the lease payment stream are accounted for as non-recourse borrowings.
The most common retained interest related to loan sales is a servicing asset. Servicing assets are amortized in proportion to and over the period of estimated future net servicing income. The amortization of the servicing asset and the servicing income are included in noninterest income in the consolidated statement of earnings. The fair value of the servicing assets is estimated by discounting the future cash flows using market-based discount rates and prepayment speeds. Our servicing asset is evaluated regularly for impairment. We stratify the servicing asset based on the original term to maturity and the year of origination of the underlying loans for purposes of measuring impairment. The risk is that loans prepay faster than anticipated and the fair value of the asset declines. If the fair value of the servicing asset is less than the amortized carrying value, the asset is considered impaired and an impairment charge will be taken against earnings.
At December 31, 2013 and 2012, the servicing asset totaled $807,000 and $1.0 million, respectively, and related to the servicing of approximately $65.0 million and $62.7 million in SBA loans, respectively. The servicing asset is included in other assets on the consolidated balance sheets. All loans sold after December 31, 2008, were sold on a servicing released basis.
(g) Loans and Leases
Originated loans. Loans are originated by the Company with the intent to hold them for investment and are stated at the principal amount outstanding, net of unearned income. Unearned income includes deferred unamortized nonrefundable loan fees and direct loan origination costs. Net deferred fees or costs are recognized as an adjustment to interest income over the contractual life of the loans using the effective interest method or taken into income when the related loans are paid off or sold. The amortization of loan fees or costs is discontinued when a loan is placed on nonaccrual status. Interest income is recorded on an accrual basis in accordance with the terms of the respective loan and includes prepayment penalties.
Purchased loans. Purchased loans are stated at the principal amount outstanding, net of unearned discounts or unamortized premiums. All loans acquired in our acquisitions are initially measured and recorded at their fair value on the acquisition date. A component of the initial fair value measurement is an estimate of the credit losses over the life of the purchased loans. Purchased loans are also evaluated for impairment as of the acquisition date and are accounted for as "acquired non-impaired" or "purchased credit impaired" loans.
120
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Acquired non-impaired loans. Acquired non-impaired loans are those loans for which there was no evidence of credit deterioration at their acquisition date and it was probable that we would be able to collect all contractually required payments. Acquired non-impaired loans, together with originated loans, are referred to as non-purchased credit impaired ("Non-PCI") loans. Purchase discount or premium on acquired non-impaired loans is recognized as an adjustment to interest income over the contractual life of such loans using the effective interest method or taken into income when the related loans are paid off or sold.
Purchased credit impaired loans. Purchased credit impaired ("PCI") loans are accounted for in accordance with ASC Subtopic 310-30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality." A purchased loan is deemed to be credit impaired when there is evidence of credit deterioration since its origination and it is probable at the acquisition date that we would be unable to collect all contractually required payments. We apply PCI loan accounting when (i) we acquire loans deemed to be impaired, and (ii) as a general policy election for non-impaired loans that we acquire in a distressed bank acquisition.
For PCI loans, at the time of acquisition we (i) calculated the contractual amount and timing of undiscounted principal and interest payments (the "undiscounted contractual cash flows") and (ii) estimated the amount and timing of undiscounted expected principal and interest payments (the "undiscounted expected cash flows"). The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents an estimate of the loss exposure of principal and interest related to the PCI loan portfolios; such amount is subject to change over time based on the performance of such loans. The carrying value of PCI loans is reduced by payments received, both principal and interest, and increased by the portion of the accretable yield recognized as interest income.
The excess of expected cash flows at acquisition over the initial fair value of acquired impaired loans is referred to as the "accretable yield" and is recorded as interest income over the estimated life of the loans using the effective yield method if the timing and amount of the future cash flows is reasonably estimable. If the timing of cash flows is uncertain, any cash payments will be recognized when received.
As part of the fair value process and the subsequent accounting, the Company aggregates PCI loans into pools having common credit risk characteristics such as type and risk rating. Increases in expected cash flows over those previously estimated increase the accretable yield and are recognized as interest income prospectively. Decreases in the amount and changes in the timing of expected cash flows compared to those previously estimated decrease the accretable yield and usually result in a provision for loan losses and the establishment of an allowance for loan losses. As the accretable yield increases or decreases from changes in cash flow expectations, the offset is a decrease or increase to the nonaccretable difference. The accretable yield is measured at each financial reporting date based on information then currently available and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans.
PCI loans that are contractually past due are still considered to be accruing and performing as long as there is an expectation that the estimated cash flows will be received. If the timing and amount
121
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
of cash flows is not reasonably estimable, the loans may be classified as nonaccrual with interest income recognized on either a cash basis or as a reduction of the principal amount outstanding.
Covered loans. We refer to loans that are covered by loss sharing agreements with the Federal Deposit Insurance Corporation ("FDIC") as covered loans. Our covered loans include loans that we acquired in the Los Padres and Affinity acquisitions, and through the FCAL acquisition, loans for which we assumed the loss sharing agreements between First California Bank ("FCB") and the FDIC related to FCB's acquisitions of Western Commercial Bank ("Western Commercial") and San Luis Trust Bank ("San Luis"). We will be reimbursed for a substantial portion of any future losses on such loans under the terms of the FDIC loss sharing agreements. The FDIC loss sharing asset related to covered loans is reported separately in the balance sheet. See "—FDIC Loss Sharing Asset."
When we refer to non-covered loans, we are referring to loans not covered by our loss sharing agreements with the FDIC.
We apply acquired impaired loan accounting to the majority of the covered loans as such covered loans were deemed to be impaired on the acquisition date. We apply acquired non-impaired loan accounting to covered revolving credit agreements, mainly home equity loans and commercial asset-based lines of credit, where the borrower had revolving privileges.
Leases. Leases are recorded as direct financing (capital) leases for accounting purposes. Lease receivables are recorded on the balance sheet but the leased property is not, although we generally retain legal title to the leased property until the end of each lease. Leases are stated at the net amount of minimum lease payments receivable, plus any unguaranteed residual value, less the amount of unearned income and net acquisition discount at the reporting date. Direct lease origination costs are amortized over the weighted average life of the lease portfolio. Leases acquired in an acquisition are initially measured and recorded at their fair value on the acquisition date. Purchase discount or premium on acquired leases is recognized as an adjustment to interest income over the contractual life of the leases using the effective interest method or taken into income when the related leases are paid off.
Leases in process. We offer "progress funding" which works similarly to a bridge loan by financing an item to be leased during the construction or build phase. Lessees pay interest on the amount advanced to fund a project at an interest rate implicit in the master lease agreement; such income is deferred until the project funding is complete. The amount of funding advanced during the progress funding period is recorded in other assets. At the end of the progress funding period, we either (i) enter into a lease agreement with the lessee and the deferred income is accreted to interest income using an effective yield method over the life of the lease, or (ii) sell the lease to a third party lender and recognize the deferred income as part of any gain or loss on such sale.
Delinquent or past due loans and leases. Loans and leases are considered delinquent when principal or interest payments are past due 30 days or more; delinquent loans may remain on accrual status between 30 days and 89 days past due.
Nonaccrual loans and leases. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable
122
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan's principal balance is deemed collectable. Loans are restored to accrual status when the loans become both well-secured and are in the process of collection. Leases are designated as nonaccrual leases when the recognition of interest has been discontinued. The recognition of interest on leases is discontinued when a lessee's payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability. Interest on nonaccrual leases is subsequently recognized only to the extent that cash is received and the lease balance is deemed collectable. Leases are restored to accrual status when the leases become both well secured and are in the process of collection.
Impaired loans and leases. A loan or lease is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan or lease agreement. Impaired loans and leases include loans and leases on nonaccrual status and performing restructured loans. Income from impaired loans is recognized on an accrual basis unless the loan is on nonaccrual status. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan's principal balance is deemed collectable. We measure impairment of a loan by using the estimated fair value of the collateral, less estimated costs to sell, including senior obligations such as delinquent property taxes, if the loan is collateral-dependent and the present value of the expected future cash flows discounted at the loan's effective interest rate if the loan is not collateral-dependent. The impairment amount on a collateral-dependent loan is charged-off to the allowance and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve. We measure impairment of a lease based upon the present value of the scheduled lease and residual cash flows, discounted at the lease's effective interest rate.
Troubled debt restructurings. A loan is classified as a troubled debt restructuring when we grant a concession to a borrower experiencing financial difficulties. These concessions may include a reduction of the interest rate, principal or accrued interest, extension of the maturity date or other actions intended to minimize potential losses. All loan modifications are evaluated on an individual basis to determine whether such modifications meet the criteria to be classified as a troubled debt restructuring under ASC Subtopic 310-40, "Troubled Debt Restructurings by Creditors." Loans restructured at a rate equal to or greater than that of a new loan with comparable risk at the time the loan is modified may be excluded from restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms.
A loan that has been placed on nonaccrual status that is subsequently restructured will usually remain on nonaccrual status until the borrower is able to demonstrate repayment performance in compliance with the restructured terms for a sustained period, typically for six months. A restructured loan may return to accrual status sooner based on other significant events or mitigating circumstances. A loan that has not been placed on nonaccrual status may be restructured and such loan may remain on accrual status after such restructuring. In these circumstances, the borrower has made payments before and after the restructuring. Generally, this restructuring involves a reduction in the loan interest rate and/or a change to interest-only payments for a period of time. The restructured loan is considered impaired despite the accrual status and a specific reserve is calculated based on the present value of expected cash flows discounted at the loan's original effective interest rate.
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Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(h) Allowances for Credit Losses
Allowance for credit losses on Non-PCI loans and leases. The allowance for credit losses on Non-PCI loans and leases is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The allowance for loan and lease losses is reported as a reduction of outstanding loan and lease balances and the reserve for unfunded loan commitments is included within other liabilities. Generally, as loans are funded, the amount of the commitment reserve applicable to such funded loans is transferred from the reserve for unfunded loan commitments to the allowance for loan and lease losses based on our allowance methodology. The following discussion is for Non-PCI loans and leases and the allowance for credit losses thereon. Refer to "Allowance for Credit Losses on PCI Loans" for the policy on PCI loans.
The allowance for loan and lease losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent risks in the loan and lease portfolio and other extensions of credit at the balance sheet date. The allowance is based upon a continuing review of the portfolio, past loan and lease loss experience, current economic conditions that may affect the borrowers' ability to pay, and the underlying collateral value of the loans and leases. Loans and leases that are deemed to be uncollectable are charged off and deducted from the allowance. The provision for loan and lease losses and recoveries on loans and leases previously charged off are added to the allowance.
The methodology we use to estimate the amount of our allowance for credit losses is based on both objective and subjective criteria. While some criteria are formula driven, other criteria are subjective inputs included to capture environmental and general economic risk elements which may trigger losses in the loan and lease portfolios, and to account for the varying levels of credit quality in the loan and lease portfolios of the entities we have acquired that have not yet been captured in our objective loss factors.
Specifically, our allowance methodology contains three key elements: (i) amounts based on specific evaluations of impaired loans and leases; (ii) amounts of estimated losses on several pools of loans categorized by risk rating and loan and lease type; and (iii) amounts for environmental and general economic factors that indicate probable losses incurred but not captured through the other elements of our allowance process. In addition, for loans and leases measured at fair value on the acquisition date and deemed to be non-impaired, our allowance methodology captures deterioration in credit quality and other inherent risks of such acquired assets experienced after the purchase date.
Impaired loans and leases are identified at each reporting date based on certain criteria and the majority of which are individually reviewed for impairment. Non-PCI nonaccrual loans and leases with an unpaid principal balance over $250,000 and all performing restructured loans are reviewed individually for the amount of impairment. Non-PCI nonaccrual loans and leases with an unpaid principal balance of $250,000 or less are evaluated for impairment collectively. A loan or lease is considered impaired when it is probable that we will be unable to collect all amounts due according to the original contractual terms of the agreement. We measure impairment of a loan based upon the fair value of the loan's collateral if the loan is collateral-dependent or the present value of cash flows, discounted at the loan's effective interest rate, if the loan is not collateral-dependent. The impairment amount on a collateral-dependent loan is charged-off to the allowance, and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve within the allowance. We measure
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Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
impairment of a lease based upon the present value of the scheduled lease and residual cash flows, discounted at the lease's effective interest rate. Increased charge-offs or additions to specific reserves generally result in increased provisions for credit losses.
Our loan and lease portfolio, excluding impaired loans and leases that are evaluated individually, is categorized into several pools for purposes of determining allowance amounts by pool. The pools we currently evaluate are: commercial real estate construction, residential real estate construction, SBA real estate, hospitality real estate, real estate other, commercial collateralized, commercial unsecured, SBA commercial, consumer, asset-based and leasing. Within these pools, we then evaluate loans and leases not adversely classified, which we refer to as "pass" credits, separately from adversely classified loans and leases. The adversely classified loans and leases are further grouped into three credit risk rating categories: "special mention," "substandard," and "doubtful," which we define as follows:
- •
- Special Mention: Loans and leases classified as "special mention" have a potential weakness that requires management's
attention. If not addressed, these potential weaknesses may result in further deterioration in the borrower's ability to repay the loan or lease.
- •
- Substandard: Loans and leases classified as "substandard" have a well-defined weakness or weaknesses that jeopardize the
collection of the debt. They are characterized by the possibility that we will sustain some loss if the weaknesses are not corrected.
- •
- Doubtful: Loans and leases classified as "doubtful" have all the weaknesses of those classified as "substandard," with the additional trait that the weaknesses make collection or repayment in full highly questionable and improbable.
In addition, we may refer to the loans and leases classified as "substandard" and "doubtful" together as "classified" loans and leases. For further information on classified loans and leases, see Note 7, Loans and Leases, of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."
The allowance amounts for "pass" rated loans and leases and those loans and leases adversely classified, which are not reviewed individually, are determined using historical loss rates developed through migration analysis. The migration analysis is updated quarterly based on historic losses and movement of loans between ratings. As a result of this migration analysis and its quarterly updating, decreases we experience in both charge-offs and adverse classifications generally result in lower loss factors.
Finally, in order to ensure our allowance methodology is incorporating recent trends and economic conditions, we apply environmental and general economic factors to our allowance methodology including: credit concentrations; delinquency trends; economic and business conditions; the quality of lending management and staff; lending policies and procedures; loss and recovery trends; nature and volume of the portfolio; nonaccrual and problem loan trends; usage trends of unfunded commitments; and other adjustments for items not covered by other factors.
Management believes that the allowance for loan and lease losses is adequate and appropriate for the known and inherent risks in our Non-PCI loan and lease portfolio. In making its evaluation, management considers certain quantitative and qualitative factors including the Company's historical loss experience; the volume and type of lending conducted by the Company; the results of our credit
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
review process; the levels of classified and criticized loans and leases; the levels of impaired loans and leases, including nonperforming loans and leases and performing restructured loans; regulatory policies; general economic conditions; underlying collateral values; and other factors regarding collectability and impairment. To the extent we experience, for example, increased levels of documentation deficiencies, adverse changes in collateral values, or negative changes in economic and business conditions that adversely affect our borrowers, our classified loans and leases may increase. Higher levels of classified loans and leases generally result in higher allowances for loan and lease losses.
We recognize that the determination of the allowance for loan and lease losses is sensitive to the assigned credit risk ratings and inherent loss rates at any given point in time. Therefore, we perform sensitivity analyses to provide insight regarding the impact that adverse changes in credit risk ratings may have on our allowance for loan and lease losses. The sensitivity analyses have inherent limitations and are based on various assumptions as of a point in time and, accordingly, it is not necessarily representative of the impact loan risk rating changes may have on the allowance for loan and lease losses.
Management also believes that the reserve for unfunded loan commitments is appropriate. In making this determination, we use the same methodology for the reserve for unfunded loan commitments as we do for the allowance for loan and lease losses and consider the same quantitative and qualitative factors, as well as an estimate of the probability of advances of the commitments correlated to their credit risk rating.
Our federal and state banking regulators, as an integral part of their examination process, periodically review the Company's allowance for credit losses. Our regulators may require the Company to recognize additions to the allowance based on their judgments related to information available to them at the time of their examinations.
Allowance for credit losses on PCI loans. The PCI loans are subject to our internal and external credit review. If deterioration in the expected cash flows results in a reserve requirement, a provision for credit losses is charged to earnings. For PCI loans, the allowance for loan losses is measured at the end of each financial reporting period based on expected cash flows. Decreases or (increases) in the amount and changes in the timing of expected cash flows on the PCI loans as of the financial reporting date compared to those previously estimated are usually recognized by recording a provision or a (negative provision) for credit losses on such loans.
(i) FDIC Loss Sharing Asset
The FDIC loss sharing asset relates to assets covered by the loss sharing agreements between the Bank and the FDIC arising from the acquisitions of Affinity Bank and Los Padres Bank and, through the FCAL acquisition, the assumption of the loss sharing agreements between First California Bank and the FDIC arising from FCB's acquisition of Western Commercial and San Luis. The FDIC loss sharing asset related to Western Commercial and San Luis was measured at its fair value as of May 31, 2013 in conjunction with the FCAL acquisition. The FDIC loss sharing asset related to Los Padres and Affinity was measured at its estimated fair value at their respective acquisition dates.
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
An increase in the expected amount of losses on the covered assets will increase the FDIC loss sharing asset; such increase is recognized through a credit to FDIC loss sharing income. Recoveries on previous losses paid to us by the FDIC reduce the FDIC loss sharing asset by a charge to FDIC loss sharing income. In addition, decreases in the expected amount of losses on covered assets will decrease the amount of funds expected to be collected from the FDIC and will therefore reduce the FDIC loss sharing asset through higher prospective amortization expense. The FDIC loss sharing asset is being amortized to its estimated value over the lesser of the term of the loss sharing agreements or the remaining contractual life of the assets covered by the loss sharing agreements.
Both the Western Commercial and San Luis loss sharing agreements contain true-up provisions, under which we will owe the FDIC amounts at the end of the loss sharing agreements based on the performance of the covered assets. The true-up liability is included in other liabilities in the accompanying condensed consolidated balance sheets.
Under the terms of the Affinity loss sharing agreement, the FDIC will (a) absorb 80% of losses and receive 80% of loss recoveries on the first $234 million of losses on covered assets and (b) absorb 95% of losses and receive 95% of loss recoveries on losses exceeding $234 million. The Affinity loss sharing provisions expire in the third quarters of 2014 and 2019 for non-single family covered assets and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2017 and 2019, respectively.
Under the terms of the Los Padres loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets. The Los Padres loss sharing provisions expire in the third quarters of 2015 and 2020 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the third quarters of 2018 and 2020, respectively.
Under the terms of the Western Commercial loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets; all of which were deemed to be non-single family. The Western Commercial loss sharing provision expires in the fourth quarter of 2015, while the related loss recovery provision expires in the fourth quarter of 2018.
Under the terms of the San Luis loss sharing agreement, the FDIC will absorb 80% of losses and receive 80% of loss recoveries on the covered assets. The San Luis loss sharing provisions expire in the first quarters of 2016 and 2021 for non-single family and single family covered assets, respectively, while the related loss recovery provisions expire in the first quarters of 2019 and 2021, respectively.
(j) Land, Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and amortization. Land is not depreciated. Depreciation and amortization is charged to noninterest expense using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of furniture, fixtures and equipment range from 3 to 10 years and for buildings up to 35 years. Leasehold improvements are amortized over their estimated useful lives, or the life of the lease, whichever is shorter.
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Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(k) Other Real Estate Owned
Non-covered OREO. Other real estate owned, or OREO, is initially recorded at the estimated fair value of the property, based on current independent appraisals obtained at the time of acquisition, less estimated costs to sell, including senior obligations such as delinquent property taxes. The excess of the recorded loan balance over the estimated fair value of the property at the time of acquisition less estimated costs to sell is charged to the allowance for loan losses. Any subsequent write-downs are charged to noninterest expense and recognized through an OREO valuation allowance. Subsequent increases in the fair value of the asset less selling costs reduce the OREO valuation allowance, but not below zero, and are credited to noninterest expense. Gains and losses on the sale of foreclosed properties and operating expenses of such assets are also included in noninterest expense.
Covered OREO. Covered OREO was initially recorded at its estimated fair value on the acquisition date based on independent appraisals less estimated selling costs. Any subsequent write-downs due to declines in fair value are charged to noninterest expense with a partial offset to FDIC loss sharing income for the loss reimbursement under the FDIC loss sharing agreement. Any recoveries of previous write-downs are credited to noninterest expense with a corresponding charge to FDIC loss sharing income, net for the portion of the recovery that is due to the FDIC.
(l) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. Any interest or penalties assessed by the taxing authorities is classified in the financial statements as income tax expense. Deferred tax assets are included in other assets on the consolidated balance sheets.
On a quarterly basis, the Company evaluates its deferred tax assets to assess whether they are expected to be realized in the future. This determination is based on currently available facts and circumstances, including our current and projected future tax position, the historical level of our taxable income, and estimates of our future taxable income. In most cases, the realization of deferred tax assets is based on our future profitability. To the extent our deferred tax assets are no longer considered more likely than not to be realized, we could be required to record a valuation allowance on our deferred tax assets by charging earnings.
(m) Goodwill and Other Intangible Assets
Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. Goodwill and other intangible assets deemed to have indefinite lives generated from purchase business combinations are not subject to amortization and are instead tested for impairment no less than annually. Impairment exists when the carrying value of the goodwill
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
exceeds its implied fair value. And impairment loss would be recognized in an amount equal to that excess and would be included in noninterest expense in the financial statements.
Intangible assets with estimable useful lives are amortized over such useful lives to their estimated residual values. Core deposit intangible assets, which we refer to as CDI, and customer relationship intangible assets, which we refer to as CRI, are recognized apart from goodwill at the time of acquisition based on market valuations prepared by independent third parties. In preparing such valuations, the third parties consider variables such as deposit servicing costs, attrition rates, and market discount rates. CDI assets are amortized to expense over their useful lives, which we have estimated to range from 7 to 10 years. CRI assets are amortized to expense over their useful lives, which we have estimated to range from 4 to 5 years. Both CDI and CRI are reviewed for impairment quarterly or earlier if events or changes in circumstances indicate that their carrying values may not be recoverable. If the recoverable amount of either CDI or CRI is determined to be less than its carrying value, we would then measure the amount of impairment based on an estimate of the intangible asset's fair value at that time. If the fair value is below the carrying value, the intangible asset is reduced to such fair value and the impairment is recognized as noninterest expense in the financial statements.
(n) Stock-Based Compensation
Compensation expense related to awards of restricted stock is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight-line method. The vesting of performance-based restricted stock awards and recognition of related compensation expense may occur over a shorter vesting period if financial performance targets are achieved earlier than anticipated. Amortization of unvested performance-based restricted stock is suspended when it becomes less than probable that the performance targets will be met. Amortization of unvested performance-based restricted stock is discontinued and previous amortization amounts are credited to earnings when it becomes improbable that performance targets will be met. When and if it becomes probable in the future that the performance target will be met a catch up adjustment is made and amortization resumes.
Unvested restricted stock participates with common stock in any dividends declared and paid. Dividends paid on unvested restricted stock awards expected to vest and the related tax benefits are included as a net reduction to stockholders' equity. Dividends paid on unvested restricted stock not expected to vest are charged to compensation expense.
(o) Business Segments
The Company's reportable segments consist of "Banking," "Asset Financing," and "Other." The Other segment consists of the PacWest Bancorp holding company and other elimination and reconciliation entries.
The Bank's Asset Financing segment includes the operations of the divisions and subsidiaries that provide asset-based commercial loans and equipment leases. The asset-based lending products are offered primarily through three business units: (1) First Community Financial ("FCF"), a division of the Bank, based in Phoenix, Arizona; (2) BFI Business Finance ("BFI"), a wholly-owned subsidiary of the Bank, based in San Jose, California; and (3) Celtic, a wholly-owned subsidiary of the Bank based in
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Santa Monica, California. The Bank's leasing products are offered through EQF, a division of the Bank based in Midvale, Utah.
Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Asset Financing segment based upon the Bank's total cost of interest-bearing liabilities. The provision for credit losses is allocated based on actual charge-offs for the period as well as assigning a minimum reserve requirement to the Asset Financing segment. Noninterest income and noninterest expense directly attributable to a segment are assigned to it.
(p) Comprehensive Income
Comprehensive income consists of net earnings and net unrealized gains (losses) on securities available-for-sale, net and is presented in the consolidated statements of comprehensive income.
(q) Earnings Per Share
In accordance with ASC Topic 260, "Earnings Per Share," all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities and are included in the two-class method of determining basic and diluted earnings per share. All of our unvested restricted stock participates with our common stockholders in dividends. Accordingly, earnings allocated to unvested restricted stock are deducted from net earnings to determine that amount of earnings available to common stockholders. In the two-class method, the amount of our earnings available to common stockholders is divided by the weighted average shares outstanding, excluding any unvested restricted stock, for both the basic and diluted earnings per share.
(r) Business Combinations
Business combinations completed after January 1, 2009, are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, "Business Combinations." Under the acquisition method, the acquiring entity in a business combination recognizes 100 percent of the acquired assets and assumed liabilities, regardless of the percentage owned, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. Assets acquired and liabilities assumed from contingencies must also be recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the statement of earnings from the date of acquisition. Acquisition-related costs, including conversion and restructuring charges, are expensed as incurred.
(s) Recently Issued Accounting Standards
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." Under ASU 2013-11, an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit
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Notes to Consolidated Financial Statements (Continued)
NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for us on January 1, 2014 and is to be applied prospectively, although early adoption and retrospective adoption are permitted. The adoption of this standard is not expected to have any material effect on our financial statements.
In January 2014, the FASB issued ASU 2014-01, "Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects." ASU 2014-01 allows investors in low-income housing tax credit ("LIHTC") entities that meet certain conditions to present the net tax benefits (net of the amortization of the cost of the investment) within income tax expense. The cost of the investments that meets the conditions will be amortized in proportion to (and over the same period as) the total expected tax benefits, including tax credits and other tax benefits, as they are realized on the tax return. ASU 2014-01 is effective for us on January 1, 2015 and is to be applied retrospectively if investors elect the proportional amortization method. However, if investors have LIHTC investments accounted for under the effective yield method at adoption, they may continue to apply that method for those existing investments. Early adoption is permitted. The adoption of this standard permits expenses currently reported in noninterest expense to be reported in income tax expense. While the adoption of this standard will not have a material impact on our financial statements, total noninterest expense and income tax expense will change.
In January 2014, the FASB issued ASU 2014-04, "Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure." ASU 2014-04 clarifies when a creditor should reclassify mortgage loans collateralized by residential real estate from loans receivable to other real estate owned. ASU 2014-04 defines when an in-substance repossession or foreclosure has occurred and when a creditor is considered to have received physical possession of residential real estate collateralizing a mortgage loan. ASU 2014-04 is effective for us on January 1, 2015 and can be applied either prospectively or using a modified retrospective transition method, and early adoption is permitted. We are evaluating the impact this standard may have on our financial statements.
NOTE 2—DISCONTINUED OPERATIONS
In connection with the acquisition of FCAL, we acquired Electronic Payment Services ("EPS"), a division of the Bank that is being discontinued. Accordingly, all income and expense related to EPS have been removed from continuing operations and are included in the condensed consolidated statements of earnings under the caption "Earnings (loss) from discontinued operations." For the period from acquisition date to December 31, 2013, revenues and pre-tax loss for the EPS division were $2.6 million and $620,000, respectively. Liabilities of the EPS division, which consist primarily of noninterest-bearing deposits, are included in the condensed consolidated balance sheets under the caption "Discontinued operations." For segment reporting purposes, the EPS division is included in our Banking Segment.
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 3—RESTRICTED CASH BALANCES
The Company is required to maintain reserve balances with the FRBSF. Such reserve requirements are based on a percentage of deposit liabilities and may be satisfied by cash on hand. The average reserves required to be held at the FRBSF for the years ended December 31, 2013 and 2012 were $13.1 million and $5.0 million, respectively.
NOTE 4—ACQUISITIONS
We completed the following acquisitions during the time period of January 1, 2011 to December 31, 2013, using the acquisition method of accounting, and, accordingly, the operating results of the acquired entities have been included in our consolidated financial statements from their respective dates of acquisition.
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 4—ACQUISITIONS (Continued)
The following balance sheets of the acquired entities are presented at estimated fair value of their respective acquisition dates:
| |
Acquisition and Date Acquired | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
First California Financial Group |
American Perspective Bank |
Celtic Capital Corporation |
Pacific Western Equipment Finance |
|||||||||
| |
May 31, 2013 |
August 1, 2012 |
April 3, 2012 |
January 3, 2012 |
|||||||||
| |
(In thousands) |
||||||||||||
Assets Acquired: |
|||||||||||||
Cash and due from banks |
$ | 6,124 | $ | 3,370 | $ | 3,435 | $ | 7,092 | |||||
Interest-earning deposits in financial institutions |
266,889 | 10,081 | — | — | |||||||||
Investment securities available-for-sale |
4,444 | 48,887 | — | — | |||||||||
FHLB stock |
9,518 | 1,412 | — | — | |||||||||
Loans and leases |
1,049,613 | 197,279 | 54,963 | 140,959 | |||||||||
Other real estate owned |
13,772 | 1,561 | — | — | |||||||||
Premises and equipment |
15,322 | — | — | — | |||||||||
FDIC loss sharing asset |
17,241 | — | — | — | |||||||||
Cash surrender value of life insurance |
13,265 | — | — | — | |||||||||
Goodwill |
129,070 | 15,047 | 6,645 | 19,033 | |||||||||
Core deposit and customer relationship intangibles |
7,927 | 1,924 | 1,300 | 1,700 | |||||||||
Other intangible assets |
— | — | 670 | 1,420 | |||||||||
Leases in process |
— | — | — | 19,162 | |||||||||
Other assets |
47,671 | 4,234 | 69 | 467 | |||||||||
| | | | | | | | | | | | | | |
Total assets acquired |
$ | 1,580,856 | $ | 283,795 | $ | 67,082 | $ | 189,833 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities Assumed: |
|||||||||||||
Noninterest-bearing deposits |
$ | 361,166 | $ | 40,673 | $ | — | $ | — | |||||
Interest-bearing deposits |
739,713 | 178,891 | — | — | |||||||||
Borrowings from parent |
— | — | — | 128,677 | |||||||||
Other borrowings |
— | 5,315 | 46,804 | 15,839 | |||||||||
Subordinated debentures |
24,061 | — | — | — | |||||||||
Discontinued operations |
184,619 | — | — | — | |||||||||
Accrued interest payable and other liabilities |
19,729 | 840 | 2,278 | 10,317 | |||||||||
| | | | | | | | | | | | | | |
Total liabilities assumed |
$ | 1,329,288 | $ | 225,719 | $ | 49,082 | $ | 154,833 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Total consideration paid |
$ | 251,568 | $ | 58,076 | $ | 18,000 | $ | 35,000 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Summary of consideration: |
|||||||||||||
Cash paid |
$ | — | $ | 58,076 | $ | 18,000 | $ | 35,000 | |||||
PacWest common stock issued |
242,268 | — | — | — | |||||||||
Cancellation of FCAL common stock owned by |
|||||||||||||
PacWest (at acquisition date fair value) |
9,300 | — | — | — | |||||||||
| | | | | | | | | | | | | | |
Total |
$ | 251,568 | $ | 58,076 | $ | 18,000 | $ | 35,000 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
133
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 4—ACQUISITIONS (Continued)
First California Financial Group Acquisition
On May 31, 2013, we completed the acquisition of First California Financial Group, Inc., or FCAL, following receipt of shareholder approval from both institutions and all required regulatory approvals. As part of the acquisition, First California Bank, or FCB, a wholly-owned subsidiary of FCAL, merged with and into Pacific Western.
In the FCAL acquisition, each share of FCAL common stock was converted into the right to receive 0.2966 of a share of PacWest common stock. The exchange ratio was calculated based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. PacWest issued an aggregate of approximately 8.4 million shares of PacWest common stock to FCAL stockholders. In addition, 1,094,000 shares of FCAL common stock previously owned by PacWest at a cost of $4.1 million were cancelled in the transaction. These shares were carried in our securities available-for-sale portfolio at their estimated market value with their unrealized gain of $5.2 million included in stockholders' equity at May 31, 2013. Under acquisition accounting, this unrealized gain was recognized in earnings. Based on the closing price of PacWest's common stock on May 31, 2013 of $28.83 per share, the aggregate consideration paid to FCAL common stockholders, including the 1,094,000 shares of FCAL common stock owned by us and cancelled in the merger, was $251.6 million.
The FCAL acquisition has been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the May 31, 2013 acquisition date. The application of the acquisition method of accounting resulted in goodwill of $129.1 million. All of the recognized goodwill is expected to be non-deductible for tax purposes.
FCB was a full-service commercial bank headquartered in Westlake Village, California. FCB provided a full range of banking services, including revolving lines of credit, term loans, commercial real estate loans, construction loans, consumer loans and home equity loans to individuals, professionals, and small to mid-sized businesses. FCB operated 15 branches throughout Southern California in the Los Angeles, Orange, Riverside, San Bernardino, San Diego, Ventura, and San Luis Obispo Counties. We made this acquisition to expand our presence in Southern California. We completed the conversion and integration of the FCB branches to PWB's operating platform in June 2013 and as a result, we added seven locations to our branch network.
American Perspective Bank Acquisition
On August 1, 2012, Pacific Western completed the acquisition of American Perspective Bank, or APB, previously headquartered in San Luis Obispo, California. Pacific Western acquired all of the outstanding common stock of APB for $58.1 million in cash and APB was merged with and into Pacific Western; we refer to this transaction as the APB acquisition. APB operated two branches located in San Luis Obispo and Santa Maria, California, and a loan production office located in Paso Robles, California, which has since been converted to a full-service branch. The APB acquisition strengthened our presence in the Central Coast region.
134
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 4—ACQUISITIONS (Continued)
Celtic Capital Corporation Acquisition
On April 3, 2012, Pacific Western completed the acquisition of Celtic Capital Corporation, or Celtic, an asset-based lending company based in Santa Monica, California. Pacific Western acquired all of the capital stock of Celtic for $18 million in cash and Celtic became a wholly-owned subsidiary of Pacific Western; we refer to this transaction as the Celtic acquisition. Celtic focuses on providing asset-based loans to borrowers across the United States for amounts generally up to $5 million. The Celtic acquisition diversified our lending portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
Pacific Western Equipment Finance Acquisition
On January 3, 2012, Pacific Western completed the acquisition of Pacific Western Equipment Finance (formerly known as Marquette Equipment Finance, and which we refer to as EQF), an equipment leasing company based in Midvale, Utah. Pacific Western acquired all of the capital stock of EQF for $35 million in cash and EQF became a division of Pacific Western; we refer to this transaction as the EQF acquisition. The EQF acquisition diversified our loan portfolio, expanded our product lines, and deployed excess liquidity into higher yielding assets.
Unaudited Pro Forma Results of Operations
The following table presents our unaudited pro forma results of operations for the periods presented as if the FCAL acquisition had been completed on January 1, 2012. The unaudited pro forma results of operations include the historical accounts of the Company and FCAL and pro forma adjustments as may be required, including the amortization of intangibles with definite lives and the amortization or accretion of any premiums or discounts arising from fair value adjustments for assets acquired and liabilities assumed. The unaudited pro forma information is intended for informational purposes only and is not necessarily indicative of our future operating results or operating results that would have occurred had the FCAL acquisition been completed at the beginning of 2012. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions.
| |
Year Ended December 31, |
||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands, except per share date) |
||||||
Pro forma revenues (net interest income plus noninterest income) |
$ | 325,801 | $ | 370,115 | |||
Pro forma net earnings from continuing operations |
$ | 52,640 | $ | 71,684 | |||
Pro forma net earnings from continuing operations per share: |
|||||||
Basic |
$ | 1.16 | $ | 1.58 | |||
Diluted |
$ | 1.16 | $ | 1.58 | |||
135
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 4—ACQUISITIONS (Continued)
Acquisition-Related Charges
All of the acquisitions consummated after December 31, 2000 were completed using the acquisition method of accounting. For those acquisitions completed prior to January 1, 2009, we recorded the estimated merger-related charges associated with each acquisition as a liability at closing when the related purchase price was allocated. For each acquisition, we developed an integration plan for the Company that addressed, among other things, requirements for staffing, systems platforms, branch locations and other facilities. The remaining merger-related liability for acquisitions completed prior to January 1, 2009 was zero at December 31, 2013. For acquisitions completed after January 1, 2009, acquisition-related costs, such as legal, accounting, valuation and other professional fees, necessary to effect a business combination, were charged to earnings in the periods in which the costs were incurred. We incurred and charged to expense approximately $28.4 million, $4.1 million, and $600,000 of such costs in 2013, 2012, and 2011, respectively.
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 $2.8 billion based on the closing price of PacWest common stock on February 13, 2014 of $40.11. The combined company will be called PacWest Bancorp. As part of the merger, CapitalSource Bank, a wholly-owned subsidiary of CapitalSource, will merge with and into Pacific Western, 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 was $13.85 based on the closing price of PacWest shares on February 13, 2014 of $40.11.
As of December 31, 2013, on a pro forma consolidated basis, the combined company would have had approximately $15.4 billion in assets with 94 branches throughout California. We currently expect to receive final regulatory approval in the first quarter of 2014 and to close the merger on April 1, 2014.
136
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents the changes in the carrying amount of goodwill for the years indicated:
| |
Goodwill | |||
|---|---|---|---|---|
| |
(In thousands) |
|||
Balance, December 31, 2010 |
$ | 47,301 | ||
Adjustments to Los Padres goodwill, including resolution of matter with FDIC regarding settlement accounting for wholly-owned subsidiary of Los Padres |
(8,160 | ) | ||
| | | | | |
Balance, December 31, 2011 |
39,141 | |||
Addition from the EQF acquisition |
19,033 | |||
Addition from the Celtic acquisition |
6,645 | |||
Addition from the APB acquisition |
15,047 | |||
| | | | | |
Balance, December 31, 2012 |
79,866 | |||
Adjustment to APB goodwill |
(193 | ) | ||
Addition from the FCAL acquisition |
129,070 | |||
| | | | | |
Balance, December 31, 2013 |
$ | 208,743 | ||
| | | | | |
| | | | | |
The goodwill related to the FCAL, Celtic and APB acquisitions is not deductible for tax purposes, while the EQF acquisition is deductible.
Our intangible assets with definite lives include core deposit and customer relationship intangibles. These intangibles are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment at least quarterly. The amortization expense represents the estimated decline in the value of the underlying deposits or loan customers acquired. The weighted average amortization period for the CDI addition from the FCAL acquisition is 3.3 years. The weighted average amortization period remaining for all of our core deposit and customer relationship intangibles is 2.6 years. The estimated aggregate amortization expense related to these intangible assets for each of the next five years is $5.3 million, $4.8 million, $3.0 million, $1.6 million and $1.3 million.
137
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)
The following table presents the changes in the gross amounts of core deposit intangibles, or CDI, and customer relationship intangibles, or CRI, and the related accumulated amortization for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Gross amount of CDI and CRI: |
||||||||||
Balance, beginning of year |
$ | 45,412 | $ | 67,100 | $ | 76,319 | ||||
Additions due to acquisitions |
7,927 | 4,924 | — | |||||||
Fully amortized portion |
(4,376 | ) | (20,746 | ) | (9,219 | ) | ||||
Removal due to branch sale |
— | (5,866 | ) | — | ||||||
| | | | | | | | | | | |
Balance, end of year |
48,963 | 45,412 | 67,100 | |||||||
| | | | | | | | | | | |
Accumulated Amortization: |
||||||||||
Balance, beginning of year |
(30,689 | ) | (49,685 | ) | (50,476 | ) | ||||
Amortization |
(5,402 | ) | (6,326 | ) | (8,428 | ) | ||||
Fully amortized portion |
4,376 | 20,746 | 9,219 | |||||||
Removal due to branch sale |
— | 4,576 | — | |||||||
| | | | | | | | | | | |
Balance, end of year |
(31,715 | ) | (30,689 | ) | (49,685 | ) | ||||
| | | | | | | | | | | |
Net CDI and CRI, end of year |
$ | 17,248 | $ | 14,723 | $ | 17,415 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The $1.3 million of CDI written off during 2012 related to previously acquired deposits that were sold in connection with the sale of branches in September 2012. Such expense is included in "other income" in the net gain on sale of branches.
138
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6—INVESTMENT SECURITIES
Securities Available-for-Sale
The following tables present the amortized cost, gross unrealized gains and losses, and carrying value of securities available-for-sale as of the dates indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Security Type
|
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Carrying Value |
|||||||||
| |
(In thousands) |
||||||||||||
Residential mortgage-backed securities: |
|||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 691,944 | $ | 18,012 | $ | (2,768 | ) | $ | 707,188 | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
197,069 | 388 | (4,584 | ) | 192,873 | ||||||||
Covered private label collateralized mortgage obligations |
30,502 | 7,552 | (150 | ) | 37,904 | ||||||||
Municipal securities |
459,182 | 1,749 | (24,273 | ) | 436,658 | ||||||||
Corporate debt securities |
84,119 | 71 | (1,483 | ) | 82,707 | ||||||||
Government-sponsored enterprise debt securities |
10,046 | — | (174 | ) | 9,872 | ||||||||
Other securities |
27,654 | 2 | (113 | ) | 27,543 | ||||||||
| | | | | | | | | | | | | | |
Total securities available-for-sale |
$ | 1,500,516 | $ | 27,774 | $ | (33,545 | ) | $ | 1,494,745 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| |
December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Security Type
|
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Carrying Value |
|||||||||
| |
(In thousands) |
||||||||||||
Residential mortgage-backed securities: |
|||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 774,677 | $ | 33,618 | $ | (453 | ) | $ | 807,842 | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
99,956 | 1,870 | (132 | ) | 101,694 | ||||||||
Covered private label collateralized mortgage obligations |
36,078 | 8,729 | (123 | ) | 44,684 | ||||||||
Municipal securities |
339,547 | 10,445 | (1,951 | ) | 348,041 | ||||||||
Corporate debt securities |
42,014 | 432 | (81 | ) | 42,365 | ||||||||
Other securities |
6,389 | 4,370 | — | 10,759 | |||||||||
| | | | | | | | | | | | | | |
Total securities available-for-sale |
$ | 1,298,661 | $ | 59,464 | $ | (2,740 | ) | $ | 1,355,385 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
During 2013, 2012, and 2011, we made investment purchases of $550.2 million, $485.9 million, and $658.3 million, of investment securities available-for-sale, respectively.
During 2013, we sold $12.4 million of corporate debt securities and $10.0 million in collateralized loan obligation securities for which we realized a gross gain of $409,000 and a gross loss of $272,000, respectively. The sale of the corporate debt securities was done as part of our portfolio risk management activities to reduce price volatility and duration. The sale of collateralized loan obligation
139
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6—INVESTMENT SECURITIES (Continued)
securities was done in order to minimize our risk in holding these securities subject to the then proposed regulations referred to as the Volcker rule. During 2012, we sold $43.9 million of GSE pass through securities as part of our portfolio risk management activities and realized a $1.2 million gross gain. We also sold $45.6 million of the $48.9 million of investment securities obtained in the APB acquisition for no gain or loss. There were no sales of securities in 2011.
At December 31, 2013, the fair value of residential mortgage-backed securities issued by the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac") that were held in our portfolio was approximately $740.4 million. We do not own any equity securities issued by Fannie Mae or Freddie Mac. The covered private label collateralized mortgage obligations ("CMO's") were acquired in the FDIC-assisted acquisition of Affinity Bank in August 2009 and are covered by an FDIC loss sharing agreement. The loss sharing provisions of this agreement expire in the third quarter of 2014 for non-single family covered assets such as these private label CMO's. Other securities consist primarily of asset-backed securities. As of December 31, 2013 and 2012, securities available-for-sale with a carrying value of $208.3 million and $157.3 million, respectively, were pledged as security for borrowings, public deposits and other purposes as required by various statutes and agreements.
Market valuations of our investment securities are provided by an independent third party. The fair values are determined by using several sources for valuing fixed income securities. Their techniques include pricing models that vary based on the type of asset being valued and incorporate available trade, bid and other market information. In accordance with the hierarchy established in ASC Topic 820, "Fair Value Measurement," the market valuation sources include observable market inputs for the majority of our securities and are therefore considered Level 2 inputs for purposes of determining the fair values. The valuation techniques for the covered private label CMOs are considered Level 3. See Note 14, Fair Value Measurements, for information on fair value measurements and methodology.
The following tables present, for those securities that were in a gross unrealized loss position, the carrying values, which are the estimated fair values, and the gross unrealized losses on securities by length of time the securities were in an unrealized loss position as of the dates indicated:
| |
December 31, 2013 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Less than 12 months | 12 months or longer | Total | ||||||||||||||||
Security Type
|
Carrying Value |
Gross Unrealized Losses |
Carrying Value |
Gross Unrealized Losses |
Carrying Value |
Gross Unrealized Losses |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
Residential mortgage-backed securities: |
|||||||||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 148,662 | $ | (2,767 | ) | $ | 32 | $ | (1 | ) | $ | 148,694 | $ | (2,768 | ) | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
179,938 | (4,486 | ) | 4,383 | (98 | ) | 184,321 | (4,584 | ) | ||||||||||
Covered private label collateralized mortgage obligations |
1,640 | (60 | ) | 617 | (90 | ) | 2,257 | (150 | ) | ||||||||||
Municipal securities |
337,208 | (24,273 | ) | — | — | 337,208 | (24,273 | ) | |||||||||||
Corporate debt securities |
72,636 | (1,483 | ) | — | — | 72,636 | (1,483 | ) | |||||||||||
Government-sponsored enterprise debt securities |
9,872 | (174 | ) | — | — | 9,872 | (174 | ) | |||||||||||
Other securities |
23,969 | (113 | ) | — | — | 23,969 | (113 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total |
$ | 773,925 | $ | (33,356 | ) | $ | 5,032 | $ | (189 | ) | $ | 778,957 | $ | (33,545 | ) | ||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
140
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6—INVESTMENT SECURITIES (Continued)
| |
December 31, 2012 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Less than 12 months | 12 months or longer | Total | ||||||||||||||||
Security Type
|
Carrying Value |
Gross Unrealized Losses |
Carrying Value |
Gross Unrealized Losses |
Carrying Value |
Gross Unrealized Losses |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
Residential mortgage-backed securities: |
|||||||||||||||||||
Government agency and government-sponsored enterprise pass through securities |
$ | 67,299 | $ | (452 | ) | $ | 60 | $ | (1 | ) | $ | 67,359 | $ | (453 | ) | ||||
Government agency and government-sponsored enterprise collateralized mortgage obligations |
18,317 | (132 | ) | — | — | 18,317 | (132 | ) | |||||||||||
Covered private label collateralized mortgage obligations |
— | — | 1,692 | (123 | ) | 1,692 | (123 | ) | |||||||||||
Municipal securities |
90,303 | (1,951 | ) | — | — | 90,303 | (1,951 | ) | |||||||||||
Corporate debt securities |
16,819 | (81 | ) | — | — | 16,819 | (81 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total |
$ | 192,738 | $ | (2,616 | ) | $ | 1,752 | $ | (124 | ) | $ | 194,490 | $ | (2,740 | ) | ||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
We reviewed the securities that were in a continuous loss position less than 12 months and longer than 12 months at December 31, 2013, and concluded that their losses were a result of the level of market interest rates relative to the types of securities and pricing changes caused by shifting supply and demand dynamics and not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to repay. Accordingly, we determined that the securities were temporarily impaired and we did not recognize such impairment in the consolidated statements of earnings. Additionally, we have no plans to sell these securities and believe that it is more likely than not we would not be required to sell these securities before recovery of their amortized cost.
During 2012, we determined that one covered private label CMO was impaired due to deteriorating cash flows and the depletion of the credit support from the subordinated classes of the securitization. We recorded an other-than-temporary impairment ("OTTI") loss of $1.1 million, which was entirely credit related, in the consolidated statements of earnings. This loss was offset by FDIC loss sharing income of $892,000, which represented the FDIC's 80% share of the loss. There were no OTTI losses recognized during 2013 and 2011.
The contractual maturity distribution of our securities available-for-sale portfolio based on amortized cost and carrying value is shown as of the date below:
| |
December 31, 2013 | ||||||
|---|---|---|---|---|---|---|---|
Maturity
|
Amortized Cost |
Carrying Value |
|||||
| |
(In thousands) |
||||||
Due in one year or less |
$ | 5,775 | $ | 5,792 | |||
Due after one year through five years |
24,597 | 24,749 | |||||
Due after five years through ten years |
131,259 | 129,985 | |||||
Due after ten years |
1,338,885 | 1,334,219 | |||||
| | | | | | | | |
Total securities available-for-sale |
$ | 1,500,516 | $ | 1,494,745 | |||
| | | | | | | | |
| | | | | | | | |
Mortgage-backed securities have contractual terms to maturity, but require periodic payments to reduce principal. In addition, expected maturities may differ from contractual maturities because obligors and/or issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
141
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6—INVESTMENT SECURITIES (Continued)
The following table presents the composition of our interest income on investment securities for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
Securities Interest by Type: |
||||||||||
Taxable interest |
$ |
23,542 |
$ |
29,652 |
$ |
33,390 |
||||
Nontaxable interest |
11,777 | 5,559 | 1,222 | |||||||
Dividend income |
1,604 | 446 | 173 | |||||||
| | | | | | | | | | | |
Total interest income on investment securities |
$ | 36,923 | $ | 35,657 | $ | 34,785 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
FHLB Stock
At December 31, 2013, the Company had a $27.9 million investment in FHLB stock carried at cost. We evaluated the carrying value of our FHLB stock investment at December 31, 2013, and determined that it was not impaired. Our evaluation considered the long-term nature of the investment, the current financial and liquidity position of the FHLB, repurchase activity of excess stock by the FHLB at its carrying value, the return on the investment, and our intent and ability to hold this investment for a period of time sufficient to recover our recorded investment.
NOTE 7—LOANS AND LEASES
The following table summarizes the composition of our loan and lease portfolio as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Non-PCI Loans and Leases |
PCI Loans |
Total | Non-PCI Loans and Leases |
PCI Loans |
Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Non-covered loans and leases |
$ | 3,844,591 | $ | 20,326 | $ | 3,864,917 | $ | 3,049,505 | $ | — | $ | 3,049,505 | |||||||
Covered loans |
85,948 | 362,470 | 448,418 | 25,442 | 517,885 | 543,327 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross loans and leases |
3,930,539 | 382,796 | 4,313,335 | 3,074,947 | 517,885 | 3,592,832 | |||||||||||||
Unearned income |
(983 | ) | — | (983 | ) | (2,535 | ) | — | (2,535 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Total loans and leases, net of unearned income |
3,929,556 | 382,796 | 4,312,352 | 3,072,412 | 517,885 | 3,590,297 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: |
|||||||||||||||||||
Non-covered loans and leases |
(60,241 | ) | — | (60,241 | ) | (65,899 | ) | — | (65,899 | ) | |||||||||
Covered loans |
— | (21,793 | ) | (21,793 | ) | — | (26,069 | ) | (26,069 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Total allowance for loan and lease losses |
(60,241 | ) | (21,793 | ) | (82,034 | ) | (65,899 | ) | (26,069 | ) | (91,968 | ) | |||||||
| | | | | | | | | | | | | | | | | | | | |
Total net loans and leases |
$ | 3,869,315 | $ | 361,003 | $ | 4,230,318 | $ | 3,006,513 | $ | 491,816 | $ | 3,498,329 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
142
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following table presents the composition of our gross loans and leases by portfolio segment as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Non-PCI Loans and Leases |
PCI Loans |
Total | Non-PCI Loans and Leases |
PCI Loans |
Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Non-Covered Loans and Leases |
|||||||||||||||||||
Real estate mortgage |
$ | 2,359,125 | $ | 18,900 | $ | 2,378,025 | $ | 1,919,310 | $ | — | $ | 1,919,310 | |||||||
Real estate construction |
200,332 | 1,391 | 201,723 | 129,959 | — | 129,959 | |||||||||||||
Commercial |
963,152 | — | 963,152 | 803,342 | — | 803,342 | |||||||||||||
Leases |
269,769 | — | 269,769 | 174,373 | — | 174,373 | |||||||||||||
Consumer |
52,213 | 35 | 52,248 | 22,521 | — | 22,521 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross non-covered loans and leases |
$ | 3,844,591 | $ | 20,326 | $ | 3,864,917 | $ | 3,049,505 | $ | — | $ | 3,049,505 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Covered Loans |
|||||||||||||||||||
Real estate mortgage |
$ | 65,739 | $ | 352,234 | $ | 417,973 | $ | 20,843 | $ | 484,057 | $ | 504,900 | |||||||
Real estate construction |
8,758 | 9,036 | 17,794 | — | 24,645 | 24,645 | |||||||||||||
Commercial |
8,855 | 974 | 9,829 | 4,113 | 9,071 | 13,184 | |||||||||||||
Consumer |
2,596 | 226 | 2,822 | 486 | 112 | 598 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross covered loans |
$ | 85,948 | $ | 362,470 | $ | 448,418 | $ | 25,442 | $ | 517,885 | $ | 543,327 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Loans and Leases |
|||||||||||||||||||
Real estate mortgage |
$ | 2,424,864 | $ | 371,134 | $ | 2,795,998 | $ | 1,940,153 | $ | 484,057 | $ | 2,424,210 | |||||||
Real estate construction |
209,090 | 10,427 | 219,517 | 129,959 | 24,645 | 154,604 | |||||||||||||
Commercial |
972,007 | 974 | 972,981 | 807,455 | 9,071 | 816,526 | |||||||||||||
Leases |
269,769 | — | 269,769 | 174,373 | — | 174,373 | |||||||||||||
Consumer |
54,809 | 261 | 55,070 | 23,007 | 112 | 23,119 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total gross loans and leases |
$ | 3,930,539 | $ | 382,796 | $ | 4,313,335 | $ | 3,074,947 | $ | 517,885 | $ | 3,592,832 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
As of May 31, 2013, the fair value of the FCAL Non-PCI loans acquired was $1.0 billion, the related gross contractual amount was $1.3 billion, and the estimated contractual cash flows not expected to be collected was $34.4 million.
143
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following table presents a summary of the activity in the allowance for credit losses on Non-PCI loans and leases for the years indicated:
| |
Components | |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Non-PCI Allowance for Loan and Lease Losses |
Non-PCI Reserve for Unfunded Loan Commitments |
Total Non-PCI Allowance for Credit Losses |
|||||||
| |
(In thousands) |
|||||||||
Balance, December 31, 2010 |
$ | 98,653 | $ | 5,675 | $ | 104,328 | ||||
Charge-offs |
(28,560 | ) | — | (28,560 | ) | |||||
Recoveries |
4,715 | — | 4,715 | |||||||
Provision |
10,505 | 2,795 | 13,300 | |||||||
| | | | | | | | | | | |
Balance, December 31, 2011 |
85,313 | 8,470 | 93,783 | |||||||
Charge-offs |
(13,070 | ) | — | (13,070 | ) | |||||
Recoveries |
3,406 | — | 3,406 | |||||||
Negative provision |
(9,750 | ) | (2,250 | ) | (12,000 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2012 |
65,899 | 6,220 | 72,119 | |||||||
Charge-offs |
(11,159 | ) | — | (11,159 | ) | |||||
Recoveries |
6,856 | — | 6,856 | |||||||
(Negative provision) provision |
(1,355 | ) | 1,355 | — | ||||||
| | | | | | | | | | | |
Balance, December 31, 2013 |
$ | 60,241 | $ | 7,575 | $ | 67,816 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
144
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following tables present summaries of the activity in the allowance for loan and lease losses on Non-PCI loans and leases by portfolio segment and PCI loans for the years indicated:
| |
Year Ended December 31, 2013 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Real Estate Mortgage |
Real Estate Construction |
Commercial | Leases | Consumer | Total Non-PCI |
Total PCI |
Total | |||||||||||||||||
| |
(In thousands) |
||||||||||||||||||||||||
Allowance for Loan and Lease Losses: |
|||||||||||||||||||||||||
Beginning balance |
$ | 38,700 | $ | 3,221 | $ | 20,759 | $ | 1,493 | $ | 1,726 | $ | 65,899 | $ | 26,069 | $ | 91,968 | |||||||||
Charge-offs |
(4,552 | ) | — | (6,295 | ) | (114 | ) | (198 | ) | (11,159 | ) | (66 | ) | (11,225 | ) | ||||||||||
Recoveries |
2,507 | 1,654 | 2,621 | — | 74 | 6,856 | — | 6,856 | |||||||||||||||||
Provision (negative provision) |
(10,577 | ) | (577 | ) | 6,609 | 1,848 | 1,342 | (1,355 | ) | (4,210 | ) | (5,565 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance |
$ | 26,078 | $ | 4,298 | $ | 23,694 | $ | 3,227 | $ | 2,944 | $ | 60,241 | $ | 21,793 | $ | 82,034 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Amount of the allowance applicable to loans and leases: |
|||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 2,188 | $ | 169 | $ | 5,003 | $ | — | $ | 240 | $ | 7,600 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Collectively evaluated for impairment |
$ | 23,890 | $ | 4,129 | $ | 18,691 | $ | 3,227 | $ | 2,704 | $ | 52,641 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquired with deteriorated credit quality |
$ | 21,793 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Leases: |
|||||||||||||||||||||||||
Ending balance |
$ | 2,424,864 | $ | 209,090 | $ | 972,007 | $ | 269,769 | $ | 54,809 | $ | 3,930,539 | $ | 382,796 | $ | 4,313,335 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
The ending balance of the loan and lease portfolio is composed of loans and leases: |
|||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 62,276 | $ | 7,512 | $ | 17,300 | $ | 632 | $ | 702 | $ | 88,422 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Collectively evaluated for impairment |
$ | 2,362,588 | $ | 201,578 | $ | 954,707 | $ | 269,137 | $ | 54,107 | $ | 3,842,117 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquired with deteriorated credit quality |
$ | 382,796 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
145
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
| |
Year Ended December 31, 2012 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Real Estate Mortgage |
Real Estate Construction |
Commercial | Leases | Consumer | Total Non-PCI |
Total PCI |
Total | |||||||||||||||||
| |
(In thousands) |
||||||||||||||||||||||||
Allowance for Loan and Lease Losses: |
|||||||||||||||||||||||||
Beginning balance |
$ | 50,205 | $ | 8,697 | $ | 23,643 | $ | — | $ | 2,768 | $ | 85,313 | $ | 31,275 | $ | 116,588 | |||||||||
Charge-offs |
(7,680 | ) | (492 | ) | (4,580 | ) | (28 | ) | (290 | ) | (13,070 | ) | (4,387 | ) | (17,457 | ) | |||||||||
Recoveries |
1,598 | 49 | 1,622 | — | 137 | 3,406 | — | 3,406 | |||||||||||||||||
Provision (negative provision) |
(5,423 | ) | (5,033 | ) | 74 | 1,521 | (889 | ) | (9,750 | ) | (819 | ) | (10,569 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance |
$ | 38,700 | $ | 3,221 | $ | 20,759 | $ | 1,493 | $ | 1,726 | $ | 65,899 | $ | 26,069 | $ | 91,968 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Amount of the allowance applicable to loans and leases: |
|||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 7,827 | $ | 371 | $ | 4,525 | $ | — | $ | 265 | $ | 12,988 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Collectively evaluated for impairment |
$ | 30,873 | $ | 2,850 | $ | 16,234 | $ | 1,493 | $ | 1,461 | $ | 52,911 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquired with deteriorated credit quality |
$ | 26,069 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Leases: |
|||||||||||||||||||||||||
Ending balance |
$ | 1,940,153 | $ | 129,959 | $ | 807,455 | $ | 174,373 | $ | 23,007 | $ | 3,074,947 | $ | 517,885 | $ | 3,592,832 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
The ending balance of the loan and lease portfolio is composed of loans and leases: |
|||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 107,198 | $ | 25,450 | $ | 14,530 | $ | 244 | $ | 628 | $ | 148,050 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Collectively evaluated for impairment |
$ | 1,832,955 | $ | 104,509 | $ | 792,925 | $ | 174,129 | $ | 22,379 | $ | 2,926,897 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquired with deteriorated credit quality |
$ | 517,885 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
146
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
Non-Purchased Credit Impaired (Non-PCI) Loans and Leases
The following tables present the credit risk rating categories for Non-PCI loans and leases by portfolio segment and class as of the dates indicated. 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.
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nonclassified | Classified | Total | Nonclassified | Classified | Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 168,216 | $ | 12,337 | $ | 180,553 | $ | 168,489 | $ | 12,655 | $ | 181,144 | |||||||
SBA 504 |
39,869 | 5,297 | 45,166 | 48,372 | 5,786 | 54,158 | |||||||||||||
Other |
2,134,866 | 64,279 | 2,199,145 | 1,655,086 | 49,765 | 1,704,851 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
2,342,951 | 81,913 | 2,424,864 | 1,871,947 | 68,206 | 1,940,153 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
58,131 | 750 | 58,881 | 46,591 | 2,038 | 48,629 | |||||||||||||
Commercial |
143,918 | 6,291 | 150,209 | 77,503 | 3,827 | 81,330 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
202,049 | 7,041 | 209,090 | 124,094 | 5,865 | 129,959 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
568,348 | 18,838 | 587,186 | 447,323 | 14,802 | 462,125 | |||||||||||||
Unsecured |
151,896 | 1,856 | 153,752 | 77,670 | 2,905 | 80,575 | |||||||||||||
Asset-based |
195,569 | 6,859 | 202,428 | 235,075 | 4,355 | 239,430 | |||||||||||||
SBA 7(a) |
22,880 | 5,761 | 28,641 | 18,888 | 6,437 | 25,325 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
938,693 | 33,314 | 972,007 | 778,956 | 28,499 | 807,455 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
269,137 | 632 | 269,769 | 174,129 | 244 | 174,373 | |||||||||||||
Consumer |
50,398 | 4,411 | 54,809 | 21,767 | 1,240 | 23,007 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 3,803,228 | $ | 127,311 | $ | 3,930,539 | $ | 2,970,893 | $ | 104,054 | $ | 3,074,947 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
In addition to our internal credit risk rating process, our federal and state banking regulators, as an integral part of their examination process, periodically review the Company's loan risk rating classifications. Our regulators may require the Company to recognize rating downgrades based on their judgments related to information available to them at the time of their examinations. Risk rating downgrades generally result in higher allowances for credit losses.
147
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following tables present an aging analysis of our Non-PCI loans and leases by portfolio segment and class as of the dates indicated:
| |
December 31, 2013 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
30 - 59 Days Past Due |
60 - 89 Days Past Due |
Greater Than 90 Days Past Due |
Total Past Due |
Current | Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | — | $ | — | $ | — | $ | — | $ | 180,553 | $ | 180,553 | |||||||
SBA 504 |
2,564 | — | — | 2,564 | 42,602 | 45,166 | |||||||||||||
Other |
12,466 | 560 | 2,406 | 15,432 | 2,183,713 | 2,199,145 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
15,030 | 560 | 2,406 | 17,996 | 2,406,868 | 2,424,864 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
— | — | — | — | 58,881 | 58,881 | |||||||||||||
Commercial |
— | — | 2,013 | 2,013 | 148,196 | 150,209 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
— | — | 2,013 | 2,013 | 207,077 | 209,090 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
66 | 407 | 259 | 732 | 586,454 | 587,186 | |||||||||||||
Unsecured |
83 | — | 68 | 151 | 153,601 | 153,752 | |||||||||||||
Asset-based |
— | — | — | — | 202,428 | 202,428 | |||||||||||||
SBA 7(a) |
1,173 | 597 | 243 | 2,013 | 26,628 | 28,641 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
1,322 | 1,004 | 570 | 2,896 | 969,111 | 972,007 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
2,530 | 132 | 244 | 2,906 | 266,863 | 269,769 | |||||||||||||
Consumer |
3,315 | 4 | — | 3,319 | 51,490 | 54,809 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 22,197 | $ | 1,700 | $ | 5,233 | $ | 29,130 | $ | 3,901,409 | $ | 3,930,539 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
At December 31, 2013 and 2012, the Company had no loans or leases that were greater than 90 days past due and still accruing interest. It is the Company's policy to discontinue accruing interest when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. At December 31, 2013, nonaccrual loans and leases totaled $46.8 million. Nonaccrual loans and leases included $4.2 million of
148
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
loans 30 to 89 days past due and $37.3 million of current loans that were placed on nonaccrual status based on management's judgment regarding their collectability.
| |
December 31, 2012 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
30 - 59 Days Past Due |
60 - 89 Days Past Due |
Greater Than 90 Days Past Due |
Total Past Due |
Current | Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | — | $ | — | $ | — | $ | — | $ | 181,144 | $ | 181,144 | |||||||
SBA 504 |
955 | — | 1,727 | 2,682 | 51,476 | 54,158 | |||||||||||||
Other |
4,098 | 54 | 3,271 | 7,423 | 1,697,428 | 1,704,851 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
5,053 | 54 | 4,998 | 10,105 | 1,930,048 | 1,940,153 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
— | — | — | — | 48,629 | 48,629 | |||||||||||||
Commercial |
— | — | 1,245 | 1,245 | 80,085 | 81,330 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
— | — | 1,245 | 1,245 | 128,714 | 129,959 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
964 | 161 | 872 | 1,997 | 460,128 | 462,125 | |||||||||||||
Unsecured |
3 | 135 | 230 | 368 | 80,207 | 80,575 | |||||||||||||
Asset-based |
— | — | 176 | 176 | 239,254 | 239,430 | |||||||||||||
SBA 7(a) |
281 | 547 | 1,271 | 2,099 | 23,226 | 25,325 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
1,248 | 843 | 2,549 | 4,640 | 802,815 | 807,455 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
225 | 132 | 244 | 601 | 173,772 | 174,373 | |||||||||||||
Consumer |
23 | 1 | — | 24 | 22,983 | 23,007 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 6,549 | $ | 1,030 | $ | 9,036 | $ | 16,615 | $ | 3,058,332 | $ | 3,074,947 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nonaccrual loans totaled $41.8 million at December 31, 2012, including $4.2 million of loans 30 to 89 days past due and $28.6 million of current loans that were placed on nonaccrual status based on management's judgment regarding their collectability.
149
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following tables present our Non-PCI nonaccrual and performing loans and leases by portfolio segment and class as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nonaccrual | Performing | Total | Nonaccrual | Performing | Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 6,723 | $ | 173,830 | $ | 180,553 | $ | 6,908 | $ | 174,236 | $ | 181,144 | |||||||
SBA 504 |
2,602 | 42,564 | 45,166 | 2,982 | 51,176 | 54,158 | |||||||||||||
Other |
18,648 | 2,180,497 | 2,199,145 | 16,585 | 1,688,266 | 1,704,851 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate mortgage |
27,973 | 2,396,891 | 2,424,864 | 26,475 | 1,913,678 | 1,940,153 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Real estate construction: |
|||||||||||||||||||
Residential |
389 | 58,492 | 58,881 | 1,057 | 47,572 | 48,629 | |||||||||||||
Commercial |
2,830 | 147,379 | 150,209 | 2,715 | 78,615 | 81,330 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total real estate construction |
3,219 | 205,871 | 209,090 | 3,772 | 126,187 | 129,959 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Commercial: |
|||||||||||||||||||
Collateralized |
9,991 | 577,195 | 587,186 | 4,462 | 457,663 | 462,125 | |||||||||||||
Unsecured |
458 | 153,294 | 153,752 | 2,027 | 78,548 | 80,575 | |||||||||||||
Asset-based |
1,070 | 201,358 | 202,428 | 176 | 239,254 | 239,430 | |||||||||||||
SBA 7(a) |
3,037 | 25,604 | 28,641 | 4,181 | 21,144 | 25,325 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total commercial |
14,556 | 957,451 | 972,007 | 10,846 | 796,609 | 807,455 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Leases |
632 | 269,137 | 269,769 | 244 | 174,129 | 174,373 | |||||||||||||
Consumer |
394 | 54,415 | 54,809 | 425 | 22,582 | 23,007 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 46,774 | $ | 3,883,765 | $ | 3,930,539 | $ | 41,762 | $ | 3,033,185 | $ | 3,074,947 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nonaccrual loans and leases and performing restructured loans are considered impaired for reporting purposes. The following table presents the composition of our impaired loans and leases as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nonaccrual Loans/Leases |
Performing Restructured Loans |
Total Impaired Loans/Leases |
Nonaccrual Loans/Leases |
Performing Restructured Loans |
Total Impaired Loans/Leases |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage |
$ | 27,973 | $ | 34,303 | $ | 62,276 | $ | 26,475 | $ | 80,723 | $ | 107,198 | |||||||
Real estate construction |
3,219 | 4,293 | 7,512 | 3,772 | 21,678 | 25,450 | |||||||||||||
Commercial |
14,556 | 2,744 | 17,300 | 10,846 | 3,684 | 14,530 | |||||||||||||
Leases |
632 | — | 632 | 244 | — | 244 | |||||||||||||
Consumer |
394 | 308 | 702 | 425 | 203 | 628 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total |
$ | 46,774 | $ | 41,648 | $ | 88,422 | $ | 41,762 | $ | 106,288 | $ | 148,050 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
150
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
At December 31, 2013, we had commitments in the amount of $997,000 to lend on nonaccrual loans but are under no obligation to honor such commitment as long as the loan is on nonaccrual. We had commitments in the amount of $7,000 to lend on performing restructured loans. For the years ended December 31, 2013, 2012, and 2011, no interest income was recorded on Non-PCI impaired loans during the time such loans were on nonaccrual status; any interest payments received were credited to principal.
151
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following table presents information regarding our Non-PCI impaired loans and leases by portfolio segment and class as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Recorded Investment(1) |
Unpaid Principal Balance |
Related Allowance |
Recorded Investment(1) |
Unpaid Principal Balance |
Related Allowance |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
With An Allowance Recorded: |
|||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 5,717 | $ | 6,215 | $ | 198 | $ | 8,954 | $ | 9,640 | $ | 2,396 | |||||||
SBA 504 |
1,642 | 1,643 | 230 | 1,676 | 1,676 | 324 | |||||||||||||
Other |
15,937 | 16,571 | 1,760 | 58,364 | 60,262 | 5,107 | |||||||||||||
Real estate construction: |
|||||||||||||||||||
Residential |
778 | 778 | 168 | 1,303 | 1,330 | 165 | |||||||||||||
Other |
1,250 | 1,250 | 1 | 6,723 | 6,723 | 206 | |||||||||||||
Commercial: |
|||||||||||||||||||
Collateralized |
4,377 | 4,692 | 4,270 | 2,477 | 2,731 | 1,865 | |||||||||||||
Unsecured |
801 | 829 | 375 | 2,396 | 3,121 | 2,234 | |||||||||||||
Asset-based |
1,070 | 1,070 | 180 | — | — | — | |||||||||||||
SBA 7(a) |
1,136 | 1,136 | 178 | 2,871 | 3,616 | 426 | |||||||||||||
Consumer |
424 | 471 | 240 | 466 | 506 | 265 | |||||||||||||
With No Related Allowance Recorded: |
|||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 3,013 | $ | 3,385 | $ | — | $ | — | $ | — | $ | — | |||||||
SBA 504 |
2,602 | 3,646 | — | 2,982 | 3,755 | — | |||||||||||||
Other |
33,365 | 46,062 | — | 35,222 | 39,503 | — | |||||||||||||
Real estate construction: |
|||||||||||||||||||
Other |
5,484 | 9,923 | — | 17,424 | 21,085 | — | |||||||||||||
Commercial: |
|||||||||||||||||||
Collateralized |
6,700 | 9,924 | — | 3,657 | 4,994 | — | |||||||||||||
Unsecured |
179 | 247 | — | 156 | 163 | — | |||||||||||||
Asset-based |
— | — | — | 176 | 176 | — | |||||||||||||
SBA 7(a) |
3,037 | 4,945 | — | 2,797 | 4,057 | — | |||||||||||||
Leases |
632 | 632 | — | 244 | 244 | — | |||||||||||||
Consumer |
278 | 394 | — | 162 | 233 | — | |||||||||||||
Total: |
|||||||||||||||||||
Real estate mortgage |
$ | 62,276 | $ | 77,522 | $ | 2,188 | $ | 107,198 | $ | 114,836 | $ | 7,827 | |||||||
Real estate construction |
7,512 | 11,951 | 169 | 25,450 | 29,138 | 371 | |||||||||||||
Commercial |
17,300 | 22,843 | 5,003 | 14,530 | 18,858 | 4,525 | |||||||||||||
Leases |
632 | 632 | — | 244 | 244 | — | |||||||||||||
Consumer |
702 | 865 | 240 | 628 | 739 | 265 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 88,422 | $ | 113,813 | $ | 7,600 | $ | 148,050 | $ | 163,815 | $ | 12,988 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
- (1)
- The recorded investment in a loan reflects the contractual amount due from the borrower reduced by charge-offs, any participation amount sold to a third party, interest payments on nonaccrual loans applied to principal, and purchase discounts.
152
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
| |
Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | ||||||||||||||||
| |
Weighted Average Recorded Investment(1) |
Interest Income Recognized |
Weighted Average Recorded Investment(1) |
Interest Income Recognized |
Weighted Average Recorded Investment(1) |
Interest Income Recognized |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
With An Allowance Recorded: |
|||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 5,717 | $ | 81 | $ | 8,954 | $ | 80 | $ | 17,399 | $ | 622 | |||||||
SBA 504 |
1,642 | 90 | 827 | 41 | 895 | 21 | |||||||||||||
Other |
13,205 | 509 | 51,441 | 2,070 | 42,973 | 1,623 | |||||||||||||
Real estate construction: |
|||||||||||||||||||
Residential |
778 | 14 | 1,303 | 11 | 2,520 | 66 | |||||||||||||
Other |
1,250 | 63 | 6,723 | 231 | 5,375 | 113 | |||||||||||||
Commercial: |
|||||||||||||||||||
Collateralized |
3,281 | 29 | 2,219 | 48 | 4,745 | 66 | |||||||||||||
Unsecured |
772 | 33 | 2,273 | 20 | 2,767 | 24 | |||||||||||||
Asset-based |
569 | — | — | — | — | — | |||||||||||||
SBA 7(a) |
1,136 | 56 | 2,593 | 53 | 1,761 | 86 | |||||||||||||
Consumer |
425 | 10 | 389 | 7 | 291 | — | |||||||||||||
With No Related Allowance Recorded: |
|||||||||||||||||||
Real estate mortgage: |
|||||||||||||||||||
Hospitality |
$ | 3,013 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
SBA 504 |
2,601 | — | 1,472 | — | 1,916 | — | |||||||||||||
Other |
27,912 | 1,060 | 29,316 | 1,523 | 13,827 | 678 | |||||||||||||
Real estate construction: |
|||||||||||||||||||
Residential |
— | — | — | — | 611 | — | |||||||||||||
Other |
4,866 | 11 | 17,424 | 589 | 14,904 | 375 | |||||||||||||
Commercial: |
|||||||||||||||||||
Collateralized |
3,410 | 20 | 1,657 | 27 | 1,584 | — | |||||||||||||
Unsecured |
157 | — | 148 | — | 499 | — | |||||||||||||
Asset-based |
— | — | 132 | — | 14 | — | |||||||||||||
SBA 7(a) |
2,571 | — | 2,601 | 24 | 5,753 | 15 | |||||||||||||
Leases |
245 | — | 224 | — | — | — | |||||||||||||
Consumer |
161 | — | 136 | — | 234 | 27 | |||||||||||||
Total: |
|||||||||||||||||||
Real estate mortgage |
$ | 54,090 | $ | 1,740 | $ | 92,010 | $ | 3,714 | $ | 77,010 | $ | 2,944 | |||||||
Real estate construction |
6,894 | 88 | 25,450 | 831 | 23,410 | 554 | |||||||||||||
Commercial |
11,896 | 138 | 11,623 | 172 | 17,123 | 191 | |||||||||||||
Leases |
245 | — | 224 | — | — | — | |||||||||||||
Consumer |
586 | 10 | 525 | 7 | 525 | 27 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Non-PCI loans and leases |
$ | 73,711 | $ | 1,976 | $ | 129,832 | $ | 4,724 | $ | 118,068 | $ | 3,716 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
- (1)
- For the loans and leases reported as impaired at December 31, 2013, 2012, and 2011, amounts were calculated based on the period of time such loans and leases were impaired during the reporting period.
153
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following tables present Non-PCI new troubled debt restructurings and defaulted troubled debt restructurings for the years indicated:
| |
Troubled Debt Restructurings | Troubled Debt Restructurings That Subsequently Defaulted(1) |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
Pre- Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
|||||||||||||
| |
Number of Loans |
Number of Loans |
Recorded Investment |
|||||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
Year Ended December 31, 2013 |
||||||||||||||||
Real estate mortgage: |
||||||||||||||||
Other |
14 | $ | 16,223 | $ | 16,223 | 2 | $ | 1,844 | ||||||||
Real estate construction: |
||||||||||||||||
Residential |
1 | 390 | 390 | — | — | |||||||||||
Commercial: |
||||||||||||||||
Collateralized |
11 | 5,618 | 5,618 | 1 | 419 | |||||||||||
Unsecured |
5 | 521 | 521 | 2 | 66 | |||||||||||
Asset-based |
1 | 2,032 | 2,032 | 1 | 1,070 | |||||||||||
SBA 7(a) |
4 | 137 | 137 | — | — | |||||||||||
Consumer |
2 | 125 | 125 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Total |
38 | $ | 25,046 | $ | 25,046 | 6 | $ | 3,399 | (2) | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year Ended December 31, 2012 |
||||||||||||||||
Real estate mortgage: |
||||||||||||||||
SBA 504 |
2 | $ | 1,680 | $ | 1,680 | — | $ | — | ||||||||
Other |
8 | 14,861 | 13,840 | — | — | |||||||||||
Real estate construction: |
||||||||||||||||
Other |
3 | 6,919 | 6,919 | — | — | |||||||||||
Commercial: |
||||||||||||||||
Collateralized |
7 | 1,652 | 1,652 | 2 | 458 | |||||||||||
Unsecured |
5 | 317 | 317 | — | — | |||||||||||
SBA 7(a) |
4 | 1,216 | 1,216 | 1 | 873 | |||||||||||
Consumer |
1 | 206 | 206 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Total |
30 | $ | 26,851 | $ | 25,830 | 3 | $ | 1,331 | (3) | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year Ended December 31, 2011 |
||||||||||||||||
Real estate mortgage: |
||||||||||||||||
Hospitality |
1 | $ | 2,086 | $ | 2,086 | — | $ | — | ||||||||
SBA 504 |
1 | 619 | 619 | — | — | |||||||||||
Other |
35 | 56,201 | 56,008 | 3 | 2,914 | |||||||||||
Real estate construction: |
||||||||||||||||
Other |
6 | 14,906 | 14,906 | 1 | 1,492 | |||||||||||
Commercial: |
||||||||||||||||
Collateralized |
15 | 2,780 | 2,780 | — | — | |||||||||||
Unsecured |
4 | 581 | 581 | — | — | |||||||||||
SBA 7(a) |
15 | 3,515 | 3,515 | 3 | 59 | |||||||||||
Consumer |
1 | 144 | 144 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Total |
78 | $ | 80,832 | $ | 80,639 | 7 | $ | 4,465 | (4) | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
- (1)
- The
population of defaulted restructured loans for the period indicated includes only those loans restructured during the preceding 12-month
period. The table excludes defaulted troubled restructurings in those classes for which the recorded investment was zero at the end of the period.
- (2)
- Represents
the balance at December 31, 2013 and is net of charge-offs of $1.6 million.
- (3)
- Represents
the balance at December 31, 2012 and is net of charge-offs of $921,000.
- (4)
- Represents the balance at December 31, 2011 and is net of charge-offs of $4.5 million.
154
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
Purchased Credit Impaired (PCI) Loans
The following table reflects the PCI loans by portfolio segment as of the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Amount | % of Total |
Amount | % of Total |
|||||||||
| |
(Dollars in thousands) |
||||||||||||
Real estate mortgage |
$ | 412,791 | 96 | % | $ | 534,378 | 94 | % | |||||
Real estate construction |
12,015 | 3 | 23,220 | 4 | |||||||||
Commercial |
3,021 | 1 | 11,130 | 2 | |||||||||
Consumer |
424 | — | 108 | — | |||||||||
| | | | | | | | | | | | | | |
Total outstanding PCI loans |
428,251 | 100 | % | 568,836 | 100 | % | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Less: |
|||||||||||||
Discount |
(45,455 | ) | (50,951 | ) | |||||||||
Allowance for loan losses |
(21,793 | ) | (26,069 | ) | |||||||||
| | | | | | | | | | | | | | |
Total net PCI loans |
$ | 361,003 | $ | 491,816 | |||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table summarizes the accretable yield on the purchased credit impaired loans acquired in the FCAL acquisition as of May 31, 2013:
| |
May 31, 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Accretable Yield | |||||||||
| |
Covered PCI Loans |
Non-Covered PCI Loans |
Total | |||||||
| |
(In thousands) |
|||||||||
Undiscounted contractual cash flows |
$ | 42,881 | $ | 41,936 | $ | 84,817 | ||||
Undiscounted cash flows not expected to be collected (nonaccretable difference) |
(16,050 | ) | (16,337 | ) | (32,387 | ) | ||||
| | | | | | | | | | | |
Undiscounted cash flows expected to be collected |
26,831 | 25,599 | 52,430 | |||||||
Estimated fair value of loans acquired |
(24,341 | ) | (19,805 | ) | (44,146 | ) | ||||
Acquired accrued interest receivable |
(66 | ) | (122 | ) | (188 | ) | ||||
| | | | | | | | | | | |
Accretable yield |
$ | 2,424 | $ | 5,672 | $ | 8,096 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
155
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7—LOANS AND LEASES (Continued)
The following table summarizes the changes in the carrying amount of PCI loans and accretable yield on those loans for the years indicated:
| |
Covered PCI Loans |
Non-Covered PCI Loans |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Carrying Amount |
Accretable Yield |
Carrying Amount |
Accretable Yield |
|||||||||
| |
(In thousands) |
||||||||||||
Balance, December 31, 2010 |
$ | 879,486 | $ | (290,665 | ) | $ | — | $ | — | ||||
Accretion |
65,282 | 65,282 | — | — | |||||||||
Payments received |
(257,440 | ) | — | — | — | ||||||||
Increase in expected cash flows, net |
— | (33,882 | ) | — | — | ||||||||
Provision for credit losses |
(13,270 | ) | — | — | — | ||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2011 |
674,058 | (259,265 | ) | — | — | ||||||||
Accretion |
49,562 | 49,562 | — | — | |||||||||
Payments received |
(232,623 | ) | — | — | — | ||||||||
Decrease in expected cash flows, net |
— | 13,681 | — | — | |||||||||
Negative provision for credit losses |
819 | — | — | — | |||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2012 |
491,816 | (196,022 | ) | — | — | ||||||||
Addition from the FCAL acquisition |
24,341 | (2,424 | ) | 19,805 | (5,672 | ) | |||||||
Accretion |
44,304 | 44,304 | 2,376 | 2,376 | |||||||||
Payments received |
(223,994 | ) | — | (1,855 | ) | — | |||||||
Decrease (increase) in expected cash flows, net |
— | 20,494 | — | (2,624 | ) | ||||||||
Negative provision for credit losses |
4,210 | — | — | — | |||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2013 |
$ | 340,677 | $ | (133,648 | ) | $ | 20,326 | $ | (5,920 | ) | |||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following tables present the credit risk rating categories for PCI loans by portfolio segment as of the dates indicated. Nonclassified loans are those with a credit risk rating of either pass or special mention, while classified loans are those with a credit risk rating of either substandard or doubtful.
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nonclassified | Classified | Total | Nonclassified | Classified | Total | |||||||||||||
| |
(In thousands) |
||||||||||||||||||
Real estate mortgage |
$ | 216,092 | $ | 155,042 | $ | 371,134 | $ | 331,341 | $ | 152,716 | $ | 484,057 | |||||||
Real estate construction |
4,399 | 6,028 | 10,427 | 6,311 | 18,334 | 24,645 | |||||||||||||
Commercial |
569 | 405 | 974 | 3,420 | 5,651 | 9,071 | |||||||||||||
Consumer |
— | 261 | 261 | — | 112 | 112 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total PCI loans, net |
$ | 221,060 | $ | 161,736 | $ | 382,796 | $ | 341,072 | $ | 176,813 | $ | 517,885 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Our federal and state banking regulators, as an integral part of their examination process, periodically review the Company's loan classifications. Our regulators may require the Company to recognize rating downgrades based on their judgments related to information available to them at the time of their examinations.
156
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 8—OTHER REAL ESTATE OWNED (OREO)
The following tables summarize OREO by property type at the dates indicated:
| |
December 31, 2013 | December 31, 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Property Type
|
Non-Covered OREO |
Covered OREO |
Total OREO |
Non-Covered OREO |
Covered OREO |
Total OREO |
|||||||||||||
| |
(In thousands) |
||||||||||||||||||
Commercial real estate |
$ | 10,672 | $ | 5,081 | $ | 15,753 | $ | 1,684 | $ | 11,635 | $ | 13,319 | |||||||
Construction and land development |
31,950 | 3,113 | 35,063 | 31,888 | 6,708 | 38,596 | |||||||||||||
Multi-family |
— | 835 | 835 | — | 4,239 | 4,239 | |||||||||||||
Single family residence |
179 | 7 | 186 | — | 260 | 260 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total OREO, net |
$ | 42,801 | $ | 9,036 | $ | 51,837 | $ | 33,572 | $ | 22,842 | $ | 56,414 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The following table presents a rollforward of OREO, net of the valuation allowance, for the years indicated:
| |
Non-Covered OREO |
Covered OREO |
Total OREO |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
(In thousands) |
|||||||||
OREO Activity: |
||||||||||
Balance, December 31, 2010 |
$ | 25,598 | $ | 55,816 | $ | 81,414 | ||||
Foreclosures |
34,743 | 33,940 | 68,683 | |||||||
Payments to third parties(1) |
1,619 | 10 | 1,629 | |||||||
Provision for losses |
(5,026 | ) | (11,968 | ) | (16,994 | ) | ||||
Reductions related to sales |
(8,522 | ) | (44,292 | ) | (52,814 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2011 |
48,412 | 33,506 | 81,918 | |||||||
Addition from the APB acquisition |
1,561 | — | 1,561 | |||||||
Foreclosures |
4,223 | 35,984 | 40,207 | |||||||
Payments to third parties(1) |
889 | — | 889 | |||||||
Provision for losses |
(3,820 | ) | (10,513 | ) | (14,333 | ) | ||||
Reductions related to sales |
(17,693 | ) | (36,135 | ) | (53,828 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2012 |
33,572 | 22,842 | 56,414 | |||||||
Addition from the FCAL acquisition |
10,092 | 3,680 | 13,772 | |||||||
Foreclosures |
7,891 | 7,525 | 15,416 | |||||||
Payments to third parties(1) |
39 | — | 39 | |||||||
Provision for losses |
(818 | ) | (1,697 | ) | (2,515 | ) | ||||
Reductions related to sales |
(7,975 | ) | (23,314 | ) | (31,289 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2013 |
$ | 42,801 | $ | 9,036 | $ | 51,837 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Represents amounts due to participants and for guarantees, property taxes or other prior lien positions.
157
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 8—OTHER REAL ESTATE OWNED (OREO) (Continued)
The following table presents a rollforward of our OREO valuation allowance for the years indicated:
| |
Non-Covered OREO |
Covered OREO |
Total OREO |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
(In thousands) |
|||||||||
OREO Valuation Allowance Activity: |
||||||||||
Balance, December 31, 2010 |
$ | 13,831 | $ | 3,982 | $ | 17,813 | ||||
Provision for losses |
5,026 | 11,968 | 16,994 | |||||||
Selling costs(1) |
— | 2,527 | 2,527 | |||||||
Due from the SBA |
108 | — | 108 | |||||||
Reductions related to sales |
(9,431 | ) | (7,436 | ) | (16,867 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2011 |
9,534 | 11,041 | 20,575 | |||||||
Provision for losses |
3,820 | 10,513 | 14,333 | |||||||
Selling costs(1) |
— | 876 | 876 | |||||||
Reductions related to sales |
(7,936 | ) | (11,167 | ) | (19,103 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2012 |
5,418 | 11,263 | 16,681 | |||||||
Provision for losses |
818 | 1,697 | 2,515 | |||||||
Reductions related to sales |
(766 | ) | (7,116 | ) | (7,882 | ) | ||||
| | | | | | | | | | | |
Balance, December 31, 2013 |
$ | 5,470 | $ | 5,844 | $ | 11,314 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- During 2011, the FDIC changed its methodology such that selling costs are reimbursed at the time of sale rather than at the time of foreclosure. Such amounts will be realized when the related OREO parcels are sold.
NOTE 9—FDIC LOSS SHARING ASSET
The following table presents changes in the FDIC loss sharing asset for the years indicated:
| |
Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
FDIC loss sharing asset, beginning of year |
$ | 57,475 | $ | 95,187 | |||
Addition from the FCAL acquisition |
17,241 | — | |||||
FDIC share of additional losses, net of recoveries |
4,969 | 6,169 | |||||
Cash received from FDIC |
(7,332 | ) | (33,223 | ) | |||
Net amortization |
(26,829 | ) | (10,658 | ) | |||
| | | | | | | | |
FDIC loss sharing asset, end of year |
$ | 45,524 | $ | 57,475 | |||
| | | | | | | | |
| | | | | | | | |
158
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 9—FDIC LOSS SHARING ASSET (Continued)
The following table presents information about the composition of the FDIC loss sharing asset, the true-up liability, and the non-single family and the single family covered assets as of the date indicated:
| |
December 31, 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Affinity Bank |
Los Padres Bank |
Western Commercial Bank |
San Luis Trust Bank |
Total | |||||
| |
(In thousands) |
|||||||||
FDIC loss sharing asset |
$9,732 | $22,962 | $1,709 | $11,121 | $45,524 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
True-up liability |
N/A | N/A | $1,522 | $5,125 | $6,647 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Non-single family covered assets(1) |
$199,686 | $133,201 | $16,309 | $44,859 | $394,055 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Single family covered assets |
$14,197 |
$74,367 |
N/A |
$37,997 |
$126,561 |
|||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Loss sharing expiration dates: |
||||||||||
Non-single family |
3rd Quarter 2014 |
3rd Quarter 2015 |
4th Quarter 2015 |
1st Quarter 2016 |
||||||
Single family |
3rd Quarter 2019 |
3rd Quarter 2020 |
N/A |
1st Quarter 2021 |
||||||
Loss recovery expiration dates: |
||||||||||
Non-single family |
3rd Quarter 2017 | 3rd Quarter 2018 | 4th Quarter 2018 | 1st Quarter 2019 | ||||||
Single family |
3rd Quarter 2019 |
3rd Quarter 2020 |
N/A |
1st Quarter 2021 |
||||||
- (1)
- Excludes securities.
NOTE 10—PREMISES AND EQUIPMENT, NET
The following table presents the components of premises and equipment as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Land |
$ | 6,755 | $ | 2,027 | |||
Buildings |
12,725 | 5,578 | |||||
Furniture, fixtures and equipment |
31,080 | 28,272 | |||||
Leasehold improvements |
26,091 | 23,996 | |||||
| | | | | | | | |
Premises and equipment, gross |
76,651 | 59,873 | |||||
Less: accumulated depreciation and amortization |
(44,216 | ) | (40,370 | ) | |||
| | | | | | | | |
Premises and equipment, net |
$ | 32,435 | $ | 19,503 | |||
| | | | | | | | |
| | | | | | | | |
Depreciation and amortization expense was $6.0 million, $5.4 million, and $5.4 million for the years ended December 31, 2013, 2012, and 2011, respectively.
159
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 10—PREMISES AND EQUIPMENT, NET (Continued)
We have obligations under a number of noncancelable operating leases for premises and equipment. The following table presents future minimum rental payments under noncancelable operating leases as of December 31, 2013:
Estimated Lease Payments for Year Ending December 31, |
Amount | |||
|---|---|---|---|---|
| |
(In thousands) |
|||
2014 |
$ | 17,279 | ||
2015 |
15,055 | |||
2016 |
12,317 | |||
2017 |
9,824 | |||
2018 |
7,461 | |||
Thereafter |
12,449 | |||
| | | | | |
Total |
$ | 74,385 | ||
| | | | | |
| | | | | |
Total gross rental expense for the years ended December 31, 2013, 2012, and 2011 was $17.6 million, $16.8 million, and $16.7 million, respectively. Most of the leases provide that the Company pays maintenance, insurance and certain other operating expenses applicable to the leased premises in addition to the monthly rental payments.
Total rental income for the years ended December 31, 2013, 2012, and 2011, was approximately $750,000, $505,000, and $587,000, respectively. The future minimum rental payments to be received under noncancelable subleases are $2.6 million.
NOTE 11—DEPOSITS
The following table presents the components of interest-bearing deposits as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
Deposit Category
|
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Interest checking deposits |
$ | 620,622 | $ | 513,389 | |||
Money market deposits |
1,458,910 | 1,282,513 | |||||
Savings deposits |
218,638 | 153,680 | |||||
Time deposits under $100,000 |
225,360 | 274,622 | |||||
Time deposits of $100,000 or more |
439,011 | 545,705 | |||||
| | | | | | | | |
Total interest-bearing deposits |
$ | 2,962,541 | $ | 2,769,909 | |||
| | | | | | | | |
| | | | | | | | |
Brokered time deposits totaled $49.4 million at December 31, 2013, and $37.7 million at December 31, 2012, all of which were part of the CDARS program. The CDARS program represents deposits that are participated with other FDIC insured financial institutions through the CDARS program as a means to provide FDIC deposit insurance coverage for the full amount of our customers' deposits.
160
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 11—DEPOSITS (Continued)
The following table summarizes the maturities of time deposits as of the date indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Year of Maturity
|
Time Deposits Under $100,000 |
Time Deposits $100,000 or More |
Total Time Deposits |
Rate | |||||||||
| |
(Dollars in thousands) |
|
|||||||||||
2014 |
$ | 173,820 | $ | 343,463 | $ | 517,283 | 0.49 | % | |||||
2015 |
17,200 | 36,419 | 53,619 | 0.82 | % | ||||||||
2016 |
29,151 | 47,769 | 76,920 | 0.78 | % | ||||||||
2017 |
2,694 | 7,472 | 10,166 | 1.10 | % | ||||||||
2018 |
2,425 | 3,888 | 6,313 | 0.78 | % | ||||||||
2019 |
70 | — | 70 | 0.70 | % | ||||||||
| | | | | | | | | | | | | | |
Total |
$ | 225,360 | $ | 439,011 | $ | 664,371 | 0.56 | % | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
NOTE 12—BORROWINGS AND SUBORDINATED DEBENTURES
Borrowings
The following table summarizes our borrowings as of the dates indicated:
| |
December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||||||||
| |
Amount | Rate | Amount | Rate | |||||||||
| |
(Dollars in thousands) |
||||||||||||
Non-recourse debt |
$ | 7,126 | 6.30 | % | $ | 12,591 | 6.28 | % | |||||
Overnight FHLB advances |
106,600 | 0.06 | % | — | — | ||||||||
| | | | | | | | | | | | | | |
Total borrowings |
$ | 113,726 | $ | 12,591 | |||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The nonrecourse debt represents the payment stream of certain leases sold to third parties. The debt is secured by the equipment in the leases and all interest rates are fixed. As of December 31, 2013, this debt had a weighted average remaining maturity of 2 years.
The Bank has established secured and unsecured lines of credit. We may borrow funds from time to time on a term or overnight basis from the FHLB, the FRBSF, or other financial institutions.
FHLB Secured Lines of Credit. The borrowing arrangements with the FHLB are based on two separate FHLB programs, one collateralized by loans and the other by securities available-for-sale. At December 31, 2013, our FHLB borrowing lines were secured by: (1) a blanket lien on certain qualifying loans in our loan portfolio which were not pledged to the FRBSF, and (2) available-for-sale securities with a carrying value of $10.9 million. As of December 31, 2013, our outstanding balance was $106.6 million, and our aggregate remaining borrowing capacity under the FHLB secured borrowing lines was $1.2 billion. There was no balance outstanding at December 31, 2012.
161
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 12—BORROWINGS AND SUBORDINATED DEBENTURES (Continued)
Federal Funds Arrangements with Commercial Banks. As of December 31, 2013, 2012, the Bank had unsecured lines of credit with correspondent banks, subject to availability, in the amount of $80.0 million. These lines are renewable annually and have no unused commitment fees. As of December 31, 2013 and 2012, there were no balances outstanding.
FRBSF Secured Line of Credit. The Bank has a secured line of credit with the FRBSF. The secured borrowing capacity is collateralized by liens covering $702.6 million of certain qualifying loans. As of December 31, 2013, our secured FRBSF borrowing capacity was $563.6 million. As of December 31, 2013 and 2012, there were no balances outstanding.
Subordinated Debentures
The Company had an aggregate of $132.6 million and $108.3 million in subordinated debentures outstanding at December 31, 2013 and 2012, respectively. With the FCAL acquisition, we added $26.8 million of subordinated debentures. These subordinated debentures were issued in separate series and each issuance had a maturity of thirty years from its date of issue. The subordinated debentures are variable-rate instruments and are each callable at par with no prepayment penalty. The subordinated debentures were issued to trusts established by us or entities we have acquired, which in turn issued trust preferred securities, which totaled $131.0 million at December 31, 2013. The proceeds of the subordinated debentures were used primarily to fund several of our acquisitions and to augment regulatory capital.
See Note 20, Dividend Availability and Regulatory Matters, for information regarding the regulatory capital treatment of trust preferred securities and the payment of interest on subordinated debentures.
The following table summarizes the terms of each issuance of the subordinated debentures outstanding as of the dates indicated:
| |
December 31, | |
|
|
|
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |
|
|
|
||||||||||||||||||
| |
Date Issued |
Maturity Date |
|
Next Reset Date |
||||||||||||||||||||
Series
|
Amount | Rate(1) | Amount | Rate(2) | Rate Index | |||||||||||||||||||
| |
(Dollars in thousands) |
|
|
|
|
|||||||||||||||||||
Trust V |
$ | 10,310 | 3.34 | % | $ | 10,310 | 3.41 | % | 8/15/03 | 9/17/33 | 3 month LIBOR + 3.10 | 3/13/14 | ||||||||||||
Trust VI |
10,310 | 3.29 | % | 10,310 | 3.36 | % | 9/3/03 | 9/15/33 | 3 month LIBOR + 3.05 | 3/12/14 | ||||||||||||||
Trust CII |
5,155 | 3.19 | % | 5,155 | 3.26 | % | 9/17/03 | 9/17/33 | 3 month LIBOR + 2.95 | 3/13/14 | ||||||||||||||
Trust VII |
61,856 | 2.99 | % | 61,856 | 3.05 | % | 2/5/04 | 4/23/34 | 3 month LIBOR + 2.75 | 4/28/14 | ||||||||||||||
Trust CIII |
20,619 | 1.93 | % | 20,619 | 2.00 | % | 8/15/05 | 9/15/35 | 3 month LIBOR + 1.69 | 3/12/14 | ||||||||||||||
Trust FCCI(3) |
16,495 | 1.84 | % | — | — | 1/25/07 | 3/15/37 | 3 month LIBOR + 1.60 | 3/12/14 | |||||||||||||||
Trust FCBI(3) |
10,310 | 1.79 | % | — | — | 9/30/05 | 12/15/35 | 3 month LIBOR + 1.55 | 3/12/14 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
Gross subordinated debentures |
135,055 | 108,250 | ||||||||||||||||||||||
Unamortized discount(4) |
(2,410 | ) | — | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net subordinated debentures |
$ | 132,645 | $ | 108,250 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
- (1)
- As
of January 28, 2014.
- (2)
- As
of January 28, 2013.
- (3)
- Acquired
in the FCAL acquisition.
- (4)
- Amount represents the fair value adjustment on trusts acquired in the FCAL acquisition.
162
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 13—COMMITMENTS AND CONTINGENCIES
Lending Commitments
The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commitments to purchase equipment being acquired for lease to others. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in those particular classes of financial instruments.
The following presents a summary of the financial instruments described above as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Total loan commitments to extend credit |
$ | 1,001,740 | $ | 849,607 | |||
Standby letters of credit |
39,200 | 27,534 | |||||
Commitments to purchase equipment being acquired for lease to others |
8,475 | 4,399 | |||||
| | | | | | | | |
|
$ | 1,049,415 | $ | 881,540 | |||
| | | | | | | | |
| | | | | | | | |
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. Most guarantees will expire within one year. The Company generally requires collateral or other security to support financial instruments with credit risk.
In addition, the Company has investments in low income housing project partnerships, which provide the Company income tax credits, and in a few small business investment companies. The investments call for capital contributions up to an amount specified in the partnership agreements. As of December 31, 2013 and 2012, the Company had commitments to contribute capital to these entities totaling $11.0 million and $10.8 million, respectively.
Legal Matters
In the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon information currently available to us, any resulting liability, in addition to amounts already accrued, taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company's financial statements or operations.
163
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)
FCAL-Related Litigation
As set forth below, there are a number of litigation matters pending against FCB, the defense of which PacWest has assumed.
Fourteen lawsuits have been filed in the Superior Court of the State of California, County of Los Angeles against FCB, among others, by various former clients of political campaign and non-profit organization treasurer Kinde Durkee. The lawsuits are entitled (i) Wardlaw, et al. v. First California Bank, et al. (Case No. SC 114232), filed September 23, 2011; (ii) Lou Correa for State Senate, Orange County's Youth et al. v. First California Bank, et al. (Case No. BC 479872), filed February 29, 2012; (iii) Committee(s) to Re-elect Lorreta Sanchez, Linda Sanchez, and Susan Davis, et al. v. First California Bank, et al. (Case No. BC 479873), filed February 29, 2012; (iv) Holden for Assembly v. First California Bank, et al. (Case No. BC 489604), filed August 3, 2012; (v) Latino Diabetes Ass'n v. First California Bank, et al. (Case No. BC 489605), filed August 3, 2012; (vi) Jose Solorio Assembly Officeholder Committee, et al. v. First California Bank, et al. (Case No. 492855), filed September 27, 2012; (vii) Foster for Treasurer 2014, et al. v. First California Bank, et al. (Case No. BC 492878), filed September 27, 2012; (viii) Los Angeles County Democratic Central Committee, et al. v. First California Bank, et al. (Case No. BC 492854), filed September 27, 2012; (ix) FCAL v. 68th AD Democratic PAC, et al. (Case No. : BC470812), filed September 23, 2011(the "Interpleader Action"); (x) First California Bank v. Shallman, John, Shallman Communication/John D. Shallman v. FCB (Case No. LC099226), filed December 11, 2012; (xi) National Popular Vote, et al. v. First California Bank, et al. (Case No. BC501213) filed February 19, 2013; (xii) Zine v. First California Bank, et al. (Case No. BC504476), filed April 2, 2013; (xiii) Rothman, Elliott v. FCAL (Case No. BC511180), filed June 5, 2013; and (xiv) Ted Lieu as Treasurer for Ted Lieu for Assembly 2008 v. First California Bank (Case No. BC470182), filed November 18, 2011.
Plaintiffs in each of the cases claim, among other things, that FCB aided and abetted a fraud and unlawful conversion by Ms. Durkee and/or her affiliated company of funds held in accounts at FCB. Based largely on the same alleged conduct, plaintiffs also assert claims for an alleged violation of California Business & Professions Code Section 17200 and for declaratory relief. Plaintiffs seek compensatory and punitive damages, as well as various forms of equitable and declaratory relief.
Each of the cases is pending before the same judge, who is coordinating their progress. FCB has answered each of the complaints, and the parties are engaged in discovery.
On September 23, 2011, FCB filed a Complaint-in-Interpleader in the Superior Court of the State of California, County of Los Angeles (Case No. BC 470182), pursuant to which FCB interpleaded the sum of $2,539,049 as the amounts on deposit in accounts at FCB that were controlled by Ms. Durkee on behalf of the several hundred named defendants (the "Interpleader Action"). FCB seeks an order requiring the defendants to interplead and litigate their respective claims, discharging FCB from liability, and restraining proceedings or actions against FCB by the defendants with respect to those amounts. On December 6, 2011, the Interpleader Action was designated as complex and transferred to the Superior Court's complex litigation division. It has been related to the other pending actions that relate to the conduct of Ms. Durkee.
On June 18, 2012, FCB moved for summary judgment in the Interpleader Action. At hearings held in late 2012 and early 2013, the Superior Court entered summary judgment with respect to a majority of the accounts at issue. Those sums have been paid by the Superior Court to the former
164
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)
accountholders. There still remains a total of $99,884.79 on deposit with the Court in the Interpleader Action.
In September 2013, Durkee pled guilty to mail fraud resulting in a judgment of $9.7 million being entered against her. The parties participated in a mediation on October 16, 2013, which did not result in settlement of any claims. Thereafter, at a Further Status Conference on December 19, 2013, the Court scheduled a jury trial on August 13, 2014 as to the following cases: Orange County's Youth, Latino Diabetes Association, Jose Solorio Assembly Officeholder Committee, Holden for Assembly, and Committee(s) to Re-elect Lorreta Sanchez, Linda Sanchez, and Susan Davis.
CapitalSource Merger-Related Litigation
Since July 24, 2013, 11 putative stockholder class action lawsuits (the "Merger Litigations") were filed against PacWest and certain other defendants in connection with PacWest entering into the CapitalSource Merger Agreement in which PacWest agreed to acquire CapitalSource. The CapitalSource Merger Agreement was publicly announced on July 22, 2013. Five of the 11 actions were filed in Superior Court of California, Los Angeles County: (1) Engel v. CapitalSource, Inc. et al., Case No. BC516267, filed on July 24, 2013; (2) Miller v. Fremder et al., Case No. BC516590, filed on July 29, 2013; (3) Basu v. CapitalSource, Inc. et al., Case No. BC516775, filed on July 31, 2013; (4) Holliday v. PacWest Bancorp et al., Case No. BC517209, filed on August 5, 2013 and (5) Iron Workers Mid-South Pension Fund v. CapitalSource Inc. et al., Case No. BC517698, filed on August 8, 2013 (collectively, the "California Actions"). The other six actions were filed in the Court of Chancery of the State of Delaware: (1) Fosket v. Byrnes et al., Case No. 8765, filed on August 1, 2013; (2) Bennett v. CapitalSource, Inc. et al., Case No. 8770, filed on August 2, 2013; (3) Chalfant v. CapitalSource et al., Case No. 8777, filed on August 6, 2013; (4) Oliveira v. CapitalSource, Inc. et al., Case No. 8779, filed on August 7, 2013; (5) Desai v. CapitalSource, Inc. et al., Case No. 8804, filed on August 13, 2013; and (6) Fattore v. CapitalSource, Inc. et al., Case No. 8927, filed on September 19, 2013 (collectively, the "Delaware Actions").
On August 15, 2013, the Delaware Actions were consolidated into a single action, captioned In re CapitalSource Inc. Stockholder Litigation, Consol. C.A. No. 8765-CS, and assigned to Chancellor Leo E. Strine. On September 25, 2013, plaintiffs in the Delaware Actions filed a Verified Consolidated Amended Class Action Complaint (the "Delaware Consolidated Complaint"). On September 17, 2013, the California Actions were consolidated into a single action, captioned In re CapitalSource Inc. Shareholder Litigation, Lead Case No. BC516267, and assigned to Judge Elihu M. Berle. On October 2, 2013, plaintiffs in the California Actions filed an Amended Consolidated Complaint (the "California Consolidated Complaint").
The Delaware Consolidated Complaint and the California Consolidated Complaint each allege that the members of the CapitalSource board of directors breached their fiduciary duties to CapitalSource stockholders by approving the proposed merger for inadequate consideration; approving the transaction in order to obtain benefits not equally shared by other CapitalSource stockholders; entering into the merger agreement containing preclusive deal protection devices; and failing to take steps to maximize the value to be paid to the CapitalSource stockholders. The Delaware Consolidated Complaint and the California Consolidated Complaint also each allege claims against CapitalSource and PacWest for aiding and abetting these alleged breaches of fiduciary duties. Plaintiffs in these actions seek, among other things, declaratory and injunctive relief concerning the alleged breaches of fiduciary duties,
165
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Notes to Consolidated Financial Statements (Continued)
NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)
injunctive relief prohibiting consummation of the merger, rescission, an accounting by defendants, damages and attorneys' fees and costs, and other and further relief. The judge in the Delaware Actions ruled on October 23, 2013, that discovery would proceed in the Delaware Actions and that it would be shared with the plaintiffs in the California Actions and that the California Actions would be stayed while that process takes place. Thereafter, on October 28, 2013, the California Actions' plaintiffs stipulated in the California Actions that they would participate in the discovery process in the Delaware Actions and the administrative stay in the California Actions will remain in place unless and until the Delaware Actions are abandoned.
On December 20, 2013, the parties in the California and Delaware Actions entered into a Memorandum of Understanding setting forth the terms of an agreement in principle to settle both the California and Delaware Actions, subject to certain conditions and future occurrences. A further status conference is set in the California Actions for May 5, 2014. The Company expects to appear in the Delaware Actions for Court approval in the event a settlement is finalized by the parties. At this stage, it is not possible to predict the outcome of the proceedings or their impact on CapitalSource or the Company.
NOTE 14—FAIR VALUE MEASUREMENTS
ASC Topic 820, "Fair Value Measurement," defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:
- •
- Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.
- •
- Level 2: Observable inputs other than Level 1, including quoted prices for similar assets and liabilities in
active markets, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data, either directly or indirectly, for substantially the full term of
the financial instrument. This category generally includes government agency and government-sponsored enterprise securities.
- •
- Level 3: Inputs to a valuation methodology that are unobservable, supported by little or no market activity, and significant to the fair value measurement. These valuation methodologies generally include pricing models, discounted cash flow models, or a determination of fair value that requires significant management judgment or estimation. This category also includes observable inputs from a pricing service not corroborated by observable market data, and includes our covered private label CMOs.
We use fair value to measure certain assets on a recurring basis, primarily securities available for sale; we have no liabilities being measured at fair value. For assets and liabilities measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered "nonrecurring" for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for impaired loans and other real estate owned and also to record impairment on certain assets, such as goodwill, core deposit intangibles and other long-lived assets.
166
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
The following tables present information on the assets measured and recorded at fair value on a recurring basis as of the dates indicated:
| |
Fair Value Measurement as of December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Total | Level 1 | Level 2 | Level 3 | |||||||||
| |
(In thousands) |
||||||||||||
Measured on a Recurring Basis: |
|||||||||||||
Securities available-for-sale: |
|||||||||||||
Government agency and government-sponsored enterprise residential mortgage-backed securities |
$ | 900,061 | $ | — | $ | 900,061 | $ | — | |||||
Covered private label CMOs |
37,904 | — | — | 37,904 | |||||||||
Municipal securities |
436,658 | — | 436,658 | — | |||||||||
Corporate debt securities |
82,707 | — | 82,707 | — | |||||||||
Government-sponsored enterprise debt securities |
9,872 | — | 9,872 | — | |||||||||
Other securities |
27,543 | 507 | 27,036 | — | |||||||||
| | | | | | | | | | | | | | |
|
$ | 1,494,745 | $ | 507 | $ | 1,456,334 | $ | 37,904 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| |
Fair Value Measurement as of December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Total | Level 1 | Level 2 | Level 3 | |||||||||
| |
(In thousands) |
||||||||||||
Measured on a Recurring Basis: |
|||||||||||||
Securities available-for-sale: |
|||||||||||||
Government agency and government-sponsored enterprise residential mortgage-backed securities |
$ | 909,536 | $ | — | $ | 909,536 | $ | — | |||||
Covered private label CMOs |
44,684 | — | — | 44,684 | |||||||||
Municipal securities |
348,041 | — | 348,041 | — | |||||||||
Corporate debt securities |
42,365 | — | 42,365 | — | |||||||||
Other securities |
10,759 | 8,985 | 1,774 | — | |||||||||
| | | | | | | | | | | | | | |
|
$ | 1,355,385 | $ | 8,985 | $ | 1,301,716 | $ | 44,684 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
There were no transfers of assets either between Level 1 and Level 2 nor in or out of Level 3 of the fair value hierarchy for assets measured on a recurring basis during 2013.
167
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
The following table presents information about quantitative inputs and assumptions used to evaluate the fair values provided by our third party pricing service for our Level 3 covered private label CMOs measured at fair value on a recurring basis as of December 31, 2013:
Covered Private Label CMO's: Unobservable Inputs |
Range of Inputs |
Weighted Average Input |
||||
|---|---|---|---|---|---|---|
Voluntary annual prepayment speeds |
0% - 34.4% | 5.9 | % | |||
Annual default rates |
0% - 42.5% | 3.0 | % | |||
Loss severity rates |
0% - 64.6% | 29.9 | % | |||
Discount rates |
0% - 11.1% | 5.2 | % | |||
The following table presents activity for assets measured at fair value on a recurring basis that are categorized as Level 3 for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Covered private label CMOs, beginning of year |
$ | 44,684 | $ | 45,149 | $ | 50,437 | ||||
Total realized in earnings(1) |
1,938 | 340 | 2,097 | |||||||
Total unrealized gain (loss) in comprehensive income |
(1,204 | ) | 4,883 | (846 | ) | |||||
Net settlements |
(7,514 | ) | (5,688 | ) | (6,539 | ) | ||||
| | | | | | | | | | | |
Covered private label CMOs, end of year |
$ | 37,904 | $ | 44,684 | $ | 45,149 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Includes other-than-temporary impairment loss of $1.1 million for 2012.
The following tables present assets measured at fair value on a non-recurring basis as of the dates indicated:
| |
Fair Value Measurement as of December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Total | Level 1 | Level 2 | Level 3 | |||||||||
| |
(In thousands) |
||||||||||||
Measured on a Non-Recurring Basis: |
|||||||||||||
Non-PCI impaired loans |
$ | 40,886 | $ | — | $ | 2,051 | $ | 38,835 | |||||
Non-covered other real estate owned |
9,062 | — | 7,084 | 1,978 | |||||||||
Covered other real estate owned |
1,815 | — | 1,700 | 115 | |||||||||
SBA loan servicing asset |
807 | — | — | 807 | |||||||||
| | | | | | | | | | | | | | |
|
$ | 52,570 | $ | — | $ | 10,835 | $ | 41,735 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
| |
Fair Value Measurement as of December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Total | Level 1 | Level 2 | Level 3 | |||||||||
| |
(In thousands) |
||||||||||||
Measured on a Non-Recurring Basis: |
|||||||||||||
Non-PCI impaired loans |
$ | 102,207 | $ | — | $ | 4,975 | $ | 97,232 | |||||
Non-covered other real estate owned |
7,945 | — | — | 7,945 | |||||||||
Covered other real estate owned |
4,893 | — | 2,599 | 2,294 | |||||||||
SBA loan servicing asset |
1,000 | — | — | 1,000 | |||||||||
| | | | | | | | | | | | | | |
|
$ | 116,045 | $ | — | $ | 7,574 | $ | 108,471 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table presents gains and (losses) recognized on assets measured on a nonrecurring basis for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Gain (Loss) on Assets Measured on a Non-Recurring Basis: |
||||||||||
Non-covered impaired loans |
$ | (1,206 | ) | $ | (5,582 | ) | $ | (22,796 | ) | |
Non-covered other real estate owned |
(726 | ) | (2,824 | ) | (4,381 | ) | ||||
Covered other real estate owned |
(319 | ) | (1,096 | ) | (9,275 | ) | ||||
SBA loan servicing asset |
12 | 4 | 2 | |||||||
| | | | | | | | | | | |
Total net loss |
$ | (2,239 | ) | $ | (9,498 | ) | $ | (36,450 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of December 31, 2013:
Asset
|
Fair Value (in 000's) |
Valuation Methodology |
Unobservable Inputs |
Range | Weighted Average |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Impaired loans(1) |
$ | 37,672 | Discounted cash flow | Discount rates | 4.06% - 8.81% | 6.29 | % | ||||||
OREO |
$ |
2,093 |
Appraisals |
Discount, including 8% for selling costs |
12% - 30% |
13 |
% |
||||||
SBA loan servicing asset |
$ |
807 |
Discounted cash flow |
Prepayment speeds |
3.40% - 16.34% |
(2) |
|||||||
|
Discount rates | 9.63% - 13.42% | (2) | ||||||||||
- (1)
- Excludes
$1.2 million of impaired loans with balances of $250,000 or less.
- (2)
- Not readily available.
ASC Topic 825, "Financial Instruments," requires disclosure of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate such fair values. Additionally, certain financial instruments and all nonfinancial instruments are excluded from the applicable disclosure requirements.
169
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
The following tables present a summary of the carrying values and estimated fair values of certain financial instruments as of the dates indicated:
| |
December 31, 2013 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
Estimated Fair Value | ||||||||||||||
| |
Carrying or Contract Amount |
|||||||||||||||
| |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| |
(In thousands) |
|||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and due from banks |
$ | 96,424 | $ | 96,424 | $ | 96,424 | $ | — | $ | — | ||||||
Interest-earning deposits in financial institutions |
50,998 | 50,998 | 50,998 | — | — | |||||||||||
Securities available-for-sale |
1,494,745 | 1,494,745 | 507 | 1,456,334 | 37,904 | |||||||||||
Investment in FHLB stock |
27,939 | 27,939 | — | 27,939 | — | |||||||||||
Loans and leases, net |
4,230,318 | 4,231,078 | — | 2,051 | 4,229,027 | |||||||||||
SBA loan servicing asset |
807 | 807 | — | — | 807 | |||||||||||
Financial Liabilities: |
||||||||||||||||
Deposits |
||||||||||||||||
Demand, money market, interest checking, and savings deposits |
4,616,616 | 4,616,616 | — | 4,616,616 | — | |||||||||||
Time deposits |
664,371 | 665,148 | — | 665,148 | — | |||||||||||
Borrowings |
113,726 | 113,726 | 106,600 | 7,126 | — | |||||||||||
Subordinated debentures |
132,645 | 132,498 | — | 132,498 | — | |||||||||||
| |
December 31, 2012 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
Estimated Fair Value | ||||||||||||||
| |
Carrying or Contract Amount |
|||||||||||||||
| |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| |
(In thousands) |
|||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and due from banks |
$ | 89,011 | $ | 89,011 | $ | 89,011 | $ | — | $ | — | ||||||
Interest-earning deposits in financial institutions |
75,393 | 75,393 | 75,393 | — | — | |||||||||||
Securities available-for-sale |
1,355,385 | 1,355,385 | 8,985 | 1,301,716 | 44,684 | |||||||||||
Investment in FHLB stock |
37,126 | 37,126 | — | 37,126 | — | |||||||||||
Loans and leases, net |
3,498,329 | 3,551,674 | — | 4,975 | 3,546,699 | |||||||||||
SBA loan servicing asset |
1,000 | 1,000 | — | — | 1,000 | |||||||||||
Financial Liabilities: |
||||||||||||||||
Deposits: |
||||||||||||||||
Demand, money market, interest checking, and savings deposits |
3,888,794 | 3,888,794 | — | 3,888,794 | — | |||||||||||
Time deposits |
820,327 | 823,912 | — | 823,912 | — | |||||||||||
Borrowings |
12,591 | 12,611 | — | 12,611 | — | |||||||||||
Subordinated debentures |
108,250 | 108,186 | — | 108,186 | — | |||||||||||
170
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
The following is a description of the valuation methodologies used to measure our assets recorded at fair value (under ASC Topic 820) and for estimating fair value for financial instruments not recorded at fair value (under ASC Topic 825):
Cash and due from banks. The carrying amount is assumed to be the fair value because of the liquidity of these instruments.
Interest-earning deposits in financial institutions. The carrying amount is assumed to be the fair value given the short-term nature of these deposits.
Securities available-for-sale. Securities available-for-sale are measured and carried at fair value on a recurring basis. Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated other comprehensive income in the consolidated balance sheets. See Note 6, Investment Securities, for further information on unrealized gains and losses on securities available-for-sale.
Fair value for securities categorized as Level 1, which are publicly traded securities, are based on readily available quoted prices. In determining the fair value of the securities categorized as Level 2, we obtain a report from a nationally recognized broker-dealer detailing the fair value of each investment security we hold as of each reporting date. The broker-dealer uses observable market information to value our securities, with the primary source being a nationally recognized pricing service. We review the market prices provided by the broker-dealer for our securities for reasonableness based on our understanding of the marketplace and we consider any credit issues related to the securities. As we have not made any adjustments to the market quotes provided to us and they are based on observable market data, they have been categorized as Level 2 within the fair value hierarchy.
Our covered private label CMOs are categorized as Level 3 due in part to the inactive market for such securities. There is a wide range of prices quoted for private label CMOs among independent third party pricing services and this range reflects the significant judgment being exercised over the assumptions and variables that determine the pricing of such securities. We consider this subjectivity to be a significant unobservable input and have concluded that the covered private label CMOs should be categorized as a Level 3 measured asset. Our fair value estimate was based on prices provided to us by a nationally recognized pricing service, which we also use to determine the fair value of the majority of our securities portfolio. We determined the reasonableness of the fair values by reviewing assumptions at the individual security level about prepayment, default expectations, estimated severity loss factors, and discount rates, all of which are not directly observable in the market. Significant changes in default expectations, severity loss factors, or discount rates, which occur all together or in isolation, would result in different fair value measurements.
FHLB stock. Investments in FHLB stock are recorded at cost and measured for impairment quarterly. Ownership of FHLB stock is restricted to member banks and the securities do not have a readily determinable market value. Purchases and sales of these securities are at par value with the issuer. The fair value of investments in FHLB stock is equal to the carrying amount.
Non-PCI loans and leases. As Non-PCI loans and leases are not measured at fair value, the following discussion relates to estimating the fair value disclosures under ASC Topic 825. Fair values are estimated for portfolios of loans and leases with similar financial characteristics. Loans are segregated by type and further segmented into fixed and adjustable rate interest terms and by credit
171
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
risk categories. The fair value estimates do not take into consideration the value of the loan portfolio in the event the loans are sold outside the parameters of normal operating activities. The fair value of performing fixed-rate loans is estimated by discounting scheduled cash flows through the estimated maturity using estimated market prepayment speeds. The fair value of equipment leases is estimated by discounting scheduled lease and expected lease residual cash flows over their remaining term. The estimated market discount rates used for performing fixed-rate loans and equipment leases are the Company's current offering rates for comparable instruments with similar terms. The fair value of performing adjustable-rate loans is estimated by discounting scheduled cash flows through the next repricing date. As these loans reprice frequently at market rates and the credit risk is not considered to be greater than normal, the market value is typically close to the carrying amount of these loans. These methods and assumptions are not based on the exit price concept of fair value.
Non-PCI impaired loans. Nonaccrual loans and performing restructured loans are considered impaired for reporting purposes and are measured and recorded at fair value on a non-recurring basis. Non-PCI nonaccrual loans with an unpaid principal balance over $250,000 and all performing restructured loans are reviewed individually for the amount of impairment, if any. Non-PCI nonaccrual loans with an unpaid principal balance of $250,000 or less are evaluated for impairment collectively.
To the extent a loan is collateral dependent, we measure such impaired loan based on the estimated fair value of the underlying collateral. The fair value of each loan's collateral is generally based on estimated market prices from an independently prepared appraisal, which is then adjusted for the cost related to liquidating such collateral; such valuation inputs result in a nonrecurring fair value measurement that is categorized as a Level 2 measurement. The Level 2 measurement is based on appraisals obtained within the last 12 months and for which a charge-off was recognized or a change in the specific valuation allowance was made during the year ended December 31, 2013.
When adjustments are made to an appraised value to reflect various factors such as the age of the appraisal or known changes in the market or the collateral, such valuation inputs are considered unobservable and the fair value measurement is categorized as a Level 3 measurement. The impaired loans categorized as Level 3 also include unsecured loans and other secured loans whose fair values are based significantly on unobservable inputs such as the strength of a guarantor, including an SBA government guarantee, cash flows discounted at the effective loan rate, and management's judgment.
The Non-PCI impaired loan balances shown above represent those nonaccrual and restructured loans for which impairment was recognized during 2013 and 2012. The amounts shown as net losses include the impairment recognized during the years ended December 31, 2013, 2012, and 2011, for the loan balances shown. Of the $46.8 million of nonaccrual loans at December 31, 2013, $2.0 million were written down to their collateral fair values through charge-offs during 2013.
Other real estate owned. The fair value of foreclosed real estate, both non-covered and covered, is generally based on estimated market prices from independently prepared current appraisals or negotiated sales prices with potential buyers, less estimated costs to sell; such valuation inputs result in a fair value measurement that is categorized as a Level 2 measurement on a nonrecurring basis. As a matter of policy, appraisals are required annually and may be updated more frequently as circumstances require in the opinion of management. The Level 2 measurement for OREO is based on appraisals obtained within the last 12 months and for which a write-down was recognized in 2013 and 2012.
172
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
When a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value as a result of known changes in the market or the collateral and there is no observable market price, such valuation inputs result in a fair value measurement that is categorized as a Level 3 measurement. To the extent a negotiated sales price or reduced listing price represents a significant discount to an observable market price, such valuation input would result in a fair value measurement that is also considered a Level 3 measurement. The OREO losses disclosed are write-downs based on either a recent appraisal obtained after foreclosure or an accepted purchase offer by an independent third party received after foreclosure.
SBA servicing asset. In accordance with ASC Topic 860, "Transfers and Servicing," the SBA servicing asset, included in other assets in the consolidated balance sheets, is carried at its implied fair value. The fair value of the servicing asset is estimated by discounting future cash flows using market-based discount rates and prepayment speeds. The discount rate is based on the current US Treasury yield curve, as published by the Department of the Treasury, plus a spread for the marketplace risk associated with these assets. We utilize estimated prepayment vectors using SBA prepayment information provided by Bloomberg for pools of similar assets to determine the timing of the cash flows. These nonrecurring valuation inputs are considered to be Level 3 inputs.
Deposits. Deposits are carried at historical cost. The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest checking, money market, and savings accounts, is equal to the amount payable on demand as of the balance sheet date and considered Level 2. The fair value of time deposits is based on the discounted value of contractual cash flows and considered Level 2. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. No value has been separately assigned to the Company's long-term relationships with its deposit customers, such as a core deposit intangible.
Borrowings. Borrowings include overnight FHLB advances and other fixed-rate term borrowings. Borrowings are carried at amortized cost. The fair value of overnight FHLB advances is equal to the carrying value and considered Level 1. The fair value of fixed-rate borrowings is calculated by discounting scheduled cash flows through the estimated maturity or call dates, if applicable, using estimated market discount rates that reflect current rates offered for borrowings with similar remaining maturities and characteristics and are considered Level 2.
Subordinated debentures. Subordinated debentures are carried at amortized cost. The fair value of subordinated debentures with variable rates is determined using a market discount rate on the expected cash flows.
Commitments to extend credit. The majority of our commitments to extend credit carry current market interest rates if converted to loans. Because these commitments are generally unassignable by either the borrower or us, they only have value to the borrower and us. The estimated fair value approximates the recorded deferred fee amounts and is excluded from the table above because it is not material.
173
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 14—FAIR VALUE MEASUREMENTS (Continued)
Limitations
Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect income taxes or any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a portion of the Company's financial instruments, fair value estimates are based on what management believes to be conservative judgments regarding expected future cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimated fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Since the fair values have been estimated as of December 31, 2013 and 2012, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.
NOTE 15—INCOME TAXES
The following table presents the components of income tax expense for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Current Income Tax (Expense) Benefit: |
||||||||||
Federal |
$ | (29,591 | ) | $ | (24,177 | ) | $ | (15,129 | ) | |
State |
(7,667 | ) | (1,825 | ) | (9,562 | ) | ||||
| | | | | | | | | | | |
Total current income tax expense |
(37,258 | ) | (26,002 | ) | (24,691 | ) | ||||
| | | | | | | | | | | |
Deferred Income Tax (Expense) Benefit: |
||||||||||
Federal |
9,099 | (2,550 | ) | (11,726 | ) | |||||
State |
(1,586 | ) | (8,143 | ) | (383 | ) | ||||
| | | | | | | | | | | |
Total deferred income tax benefit (expense) |
7,513 | (10,693 | ) | (12,109 | ) | |||||
| | | | | | | | | | | |
Total income tax expense |
$ | (29,745 | ) | $ | (36,695 | ) | $ | (36,800 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
174
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 15—INCOME TAXES (Continued)
The following table presents a reconciliation of the recorded income tax expense to the amount of taxes computed by applying the applicable federal statutory income tax rate of 35% to earnings or loss before income taxes:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Computed expected income tax expense at federal statutory rate |
$ | (26,201 | ) | $ | (32,724 | ) | $ | (30,626 | ) | |
State tax expense, net of federal tax benefit |
(6,014 | ) | (6,479 | ) | (6,464 | ) | ||||
Tax-exempt interest benefit |
3,979 | 1,847 | 406 | |||||||
Increase in cash surrender value of life insurance |
407 | 442 | 504 | |||||||
Tax credits |
2,480 | 1,313 | 556 | |||||||
Nondeductible employee compensation |
(4,730 | ) | (322 | ) | (572 | ) | ||||
Nondeductible acquisition-related expense |
(1,196 | ) | (532 | ) | — | |||||
Acquisition-related securities gain |
1,828 | — | — | |||||||
Other, net |
(298 | ) | (240 | ) | (604 | ) | ||||
| | | | | | | | | | | |
Recorded income tax expense |
$ | (29,745 | ) | $ | (36,695 | ) | $ | (36,800 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company had net income taxes receivable of $39.6 million and $30.0 million at December 31, 2013 and 2012, respectively, included in other assets on its consolidated balance sheets.
The Company had available at December 31, 2013, approximately $34,000 of unused federal net operating loss carryforwards that may be applied against future taxable income through 2022. The Company had available at December 31, 2013, approximately $658,000 of unused state net operating loss carryforwards that may be applied against future taxable income through 2033. Utilization of the net operating loss and other carryforwards are subject to annual limitations set forth in Section 382 of the Internal Revenue Code.
175
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 15—INCOME TAXES (Continued)
The following table presents the tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of the dates indicated:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Deferred Tax Assets: |
|||||||
Book allowance for loan losses in excess of tax specific charge-offs |
$ | 45,840 | $ | 31,602 | |||
Interest on nonaccrual loans |
444 | 473 | |||||
Deferred compensation |
4,541 | 3,727 | |||||
Premises and equipment, principally due to differences in depreciation |
3,643 | 2,457 | |||||
OREO valuation allowance |
9,784 | 7,398 | |||||
Assets acquired in FDIC-assisted acquisition |
16,375 | 19,170 | |||||
State tax benefit |
2,368 | 247 | |||||
Accrued liabilities |
16,629 | 10,126 | |||||
Other |
7,846 | 10,934 | |||||
Goodwill |
6,595 | 3,846 | |||||
Deferred loan fees and costs |
378 | — | |||||
Unrealized loss on securities available-for-sale |
2,424 | — | |||||
| | | | | | | | |
Gross deferred tax assets |
116,867 | 89,980 | |||||
| | | | | | | | |
Deferred Tax Liabilities: |
|||||||
Core deposit and customer relationship intangibles |
6,022 | 5,004 | |||||
Deferred loan fees and costs |
— | 296 | |||||
Unrealized gain on securities available-for-sale |
— | 23,824 | |||||
FHLB stock and dividends |
7,123 | 7,557 | |||||
Unrealized income from FDIC-assisted acquisition |
24,086 | 23,614 | |||||
| | | | | | | | |
Gross deferred tax liabilities |
37,231 | 60,295 | |||||
| | | | | | | | |
Total net deferred tax asset |
$ | 79,636 | $ | 29,685 | |||
| | | | | | | | |
| | | | | | | | |
Based upon our taxpaying history and estimates of taxable income over the years in which the items giving rise to the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences.
Our evaluation of tax positions was performed for those tax years that remain open to audit. As of December 31, 2013, all the federal returns filed since 2008 and state returns filed since 2008 are subject to adjustment upon audit.
We had no unrecognized net tax benefit positions at December 31, 2013, 2012 and 2011, respectively. While the amount of unrecognized tax benefits may change in the next twelve months, the Company does not expect this change to have a material impact on the results of operations or the financial position of the Company. We may from time to time be assessed interest or penalties by taxing authorities, although any such assessments historically have been minimal and immaterial to our financial results. In the event we are assessed for interest and/or penalties, such amounts will be classified in the financial statements as income tax expense.
176
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 16—EARNINGS PER SHARE
The following table presents a summary of the calculation of basic and diluted net earnings per share for the years indicated:
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2013 | 2012 | 2011 | |||||||
| |
(In thousands, except per share data) |
|||||||||
Basic Earnings Per Share: |
||||||||||
Net earnings from continuing operations |
$ | 45,477 | $ | 56,801 | $ | 50,704 | ||||
Less: earnings allocated to unvested restricted stock(1) |
(1,096 | ) | (1,845 | ) | (2,072 | ) | ||||
| | | | | | | | | | | |
Net earnings from continuing operations allocated to common shares |
44,381 | 54,956 | 48,632 | |||||||
Net loss from discontinued operations allocated to common shares |
(348 | ) | — | — | ||||||
| | | | | | | | | | | |
Net earnings allocated to common shares |
$ | 44,033 | $ | 54,956 | $ | 48,632 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted-average basic shares and unvested restricted stock outstanding |
42,506 | 37,370 | 37,142 | |||||||
Less: weighted-average unvested restricted stock outstanding |
(1,683 | ) | (1,685 | ) | (1,651 | ) | ||||
| | | | | | | | | | | |
Weighted-average basic shares outstanding |
40,823 | 35,685 | 35,491 | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic earnings per share: |
||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | ||||
Net loss from discontinued operations |
(0.01 | ) | — | — | ||||||
| | | | | | | | | | | |
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Diluted Earnings Per Share: |
||||||||||
Net earnings from continuing operations allocated to common shares |
$ | 44,381 | $ | 54,956 | $ | 48,632 | ||||
Net loss from discontinued operations allocated to common shares |
(348 | ) | — | — | ||||||
| | | | | | | | | | | |
Net earnings allocated to common shares |
$ | 44,033 | $ | 54,956 | $ | 48,632 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted-average basic shares outstanding |
40,823 | 35,685 | 35,491 | |||||||
| | | | | | | | | | | |
Diluted earnings per share: |
||||||||||
Net earnings from continuing operations |
$ | 1.09 | $ | 1.54 | $ | 1.37 | ||||
Net loss from discontinued operations |
(0.01 | ) | — | — | ||||||
| | | | | | | | | | | |
Net earnings |
$ | 1.08 | $ | 1.54 | $ | 1.37 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
- (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.
177
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 17—STOCK COMPENSATION PLANS
The Company's 2003 Stock Incentive Plan, or the 2003 Plan, permits stock-based compensation awards to officers, directors, key employees and consultants. As of December 31, 2013, the 2003 Plan authorized grants of stock-based compensation instruments to purchase or issue up to 6,500,000 shares of authorized but unissued Company common stock, subject to adjustments provided by the 2003 Plan. In May 2013, the Board of Directors approved the equity award of 12,742 common shares to non-employee directors of the Company. Such shares were granted outright and vested immediately with a charge to other noninterest expense of $361,000 at that time. As of December 31, 2013, there were 1,433,647 shares available for grant under the 2003 Plan. At the Special Meeting of Stockholders held on January 13, 2014, our stockholders approved an amendment to the 2003 Plan to increase the aggregate number of shares of Company common stock authorized for grant from 6.5 million shares to 9.0 million shares. As a result of this action, 3,927,147 shares were available for grant as of February 28, 2014.
Accelerated Vesting of Restricted Stock
In December 2013, the Company accelerated the vesting of certain restricted stock awards that resulted in a pre-tax charge of $12.4 million ($12.2 million after tax). This action was taken by the Company in order to eliminate an additional $21.0 million of compensation and tax expense related to change in control payments that the Company would have otherwise incurred upon consummation of the CapitalSource merger. Such eliminated expenses relate to tax gross-up payments and the value of lost tax deductions, in each case due to the impact of Sections 280G and 4999 of the Internal Revenue Code as they apply to change in control payments that would have become payable to certain PacWest employees in conjunction with the CapitalSource merger. The restricted stock awards that were vested on an accelerated basis in 2013 would have otherwise vested upon consummation of the CapitalSource merger, and the $12.2 million after-tax charge to earnings that we recorded in December 2013 would have been incurred at that time.
178
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 17—STOCK COMPENSATION PLANS (Continued)
Restricted Stock
The following table presents a summary of restricted stock transactions for the years indicated:
| |
Number of Shares |
Weighted Average Grant Date Fair Value (Per Share) |
|||||
|---|---|---|---|---|---|---|---|
Unvested restricted stock, December 31, 2010 |
1,230,582 | $ | 35.86 | ||||
Granted |
692,900 | 20.50 | |||||
Shares issued by the Company upon vesting |
(203,174 | ) | 30.13 | ||||
Forfeited |
(44,578 | ) | 23.56 | ||||
| | | | | | | | |
Unvested restricted stock, December 31, 2011 |
1,675,730 | 30.53 | |||||
Granted |
226,400 | 23.77 | |||||
Shares issued by the Company upon vesting |
(195,871 | ) | 21.69 | ||||
Forfeited |
(7,978 | ) | 22.31 | ||||
| | | | | | | | |
Unvested restricted stock, December 31, 2012 |
1,698,281 | 30.68 | |||||
Granted |
673,900 | 29.06 | |||||
Shares issued by the Company upon vesting |
(819,461 | ) | 24.84 | ||||
Forfeited |
(336,196 | ) | 48.92 | ||||
| | | | | | | | |
Unvested restricted stock, December 31, 2013 |
1,216,524 | $ | 28.69 | ||||
| | | | | | | | |
| | | | | | | | |
At December 31, 2013, there were outstanding 609,074 shares of unvested time-based restricted common stock and 607,450 shares of unvested performance-based restricted common stock. The awarded shares of time-based restricted common stock vest over a service period of three to five years from the date of the grant. Of the 607,450 outstanding shares of unvested performance-based restricted stock, 505,944 shares will vest in full on the date the Compensation, Nominating and Governance, or CNG, Committee of the Board of Directors, as Administrator of the 2003 Plan, determines that the Company has achieved certain financial goals established by the CNG Committee as set forth in the grant documents. The remaining 101,506 shares of unvested performance-based restricted stock vest over a period of three years once the performance targets are met. Both time-based and performance-based restricted common stock vest immediately upon a change in control of the Company as defined in the 2003 Plan or upon death of the employee. The vesting date fair values of restricted stock awards that vested during 2013, 2012, and 2011 were $30.9 million, $4.5 million, and $3.7 million, respectively.
Compensation expense related to time-based restricted stock awards is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight-line method. Restricted stock amortization totaled $8.5 million (excluding accelerated vesting of restricted stock of $12.4 million), $5.7 million, and $7.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. Such amounts are included in compensation expense on the accompanying consolidated statements of earnings. The income tax benefit recognized in the consolidated statements of earnings related to this expense was $3.4 million, $2.2 million, and $3.2 million for 2013, 2012, and 2011, respectively. As of December 31, 2013, total unrecognized compensation cost related to unvested time-based restricted stock was $9.2 million. This cost would be recognized over a weighted average period of 1.5 years if the CapitalSource merger is not consummated.
179
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 17—STOCK COMPENSATION PLANS (Continued)
We are currently not recognizing any compensation expense for 505,944 of the 607,450 shares of performance-based restricted stock as management has concluded that it is improbable that the respective financial targets related to these outstanding stock awards will be met. If and when the attainment of such financial targets is deemed probable in future periods, a catch-up adjustment will be recorded and amortization of such performance-based restricted stock will begin again. The total amount of unrecognized compensation expense related to the 505,944 shares of performance-based restricted stock for which amortization is not being recognized totaled $17.5 million at December 31, 2013. We are recognizing amortization and compensation expense for the remaining 101,506 shares of performance-based restricted stock. The total amount of unrecognized compensation expense related to these shares was $2.4 million at December 31, 2013.
As noted above, both time-based and performance-based restricted stock vest upon a change in control of the Company. The closing of the CapitalSource merger will trigger restricted stock vesting under the change in control provisions within the 2003 Plan. The remaining unamortized expense will be recognized at that time for those awards where compensation expense is currently being recognized. The expense to be recognized for those performance-based awards where we are not currently recognizing any compensation expense will be the fair value of those shares on the merger closing date.
The following table summarizes information about outstanding time-based and performance-based restricted stock awards as of the date indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Number of Shares Outstanding |
Weighted Average Grant Date Fair Value (Per Share) |
Weighted Average Fair Value(1) (In thousands) |
Weighted Average Remaining Contractual Life (Years) |
|||||||||
Time-based restricted stock granted in: |
|||||||||||||
2010 |
56,884 | $ | 19.79 | $ | 2,402 | 0.2 | |||||||
2011 |
190,716 | $ | 20.30 | 8,052 | 1.4 | ||||||||
2012 |
213,050 | $ | 23.74 | 8,995 | 1.3 | ||||||||
2013 |
148,424 | $ | 29.87 | 6,266 | 2.3 | ||||||||
| | | | | | | | | | | | | | |
Outstanding time-based restricted stock awards |
609,074 | 25,715 | 1.5 | ||||||||||
| | | | | | | | | | | | | | |
Performance-based restricted stock granted in: |
|||||||||||||
2007 |
205,000 | $ | 54.92 | 8,655 | 3.1 | ||||||||
2011 |
291,759 | $ | 20.46 | 12,318 | 2.2 | ||||||||
2013 |
110,691 | $ | 28.74 | 4,673 | 3.5 | ||||||||
| | | | | | | | | | | | | | |
Outstanding performance-based restricted stock awards |
607,450 | 25,646 | 2.8 | ||||||||||
| | | | | | | | | | | | | | |
Total outstanding restricted stock awards |
1,216,524 | $ | 51,361 | 2.1 | |||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
- (1)
- Determined using the $42.22 closing price of PacWest common stock on December 31, 2013.
180
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 18—BENEFIT PLANS
401(K) Plans
The Company sponsors a defined contribution plan for the benefit of its employees. Participants are eligible to participate immediately as long as they are scheduled to work a minimum of 1,000 hours and are at least 21 years of age. Eligible participants may contribute up to 60% of their annual compensation, not to exceed the dollar limit imposed by the Internal Revenue Code. Employer contributions are determined annually by the Board of Directors in accordance with plan requirements and applicable tax code.
Expense related to 401(k) matching contributions was $1.3 million, $1.0 million, and $433,000 for the years ended December 31, 2013, 2012, and 2011, respectively.
NOTE 19—STOCKHOLDERS' EQUITY
Treasury Shares
As a Delaware corporation, the Company records treasury shares for shares surrendered to the Company resulting from statutory payroll tax obligations arising from the vesting of restricted stock. During 2013, the Company purchased 351,640 treasury shares at a weighted average price of $38.50 per share. During 2012, the Company purchased 63,681 treasury shares at a weighted average price of $23.17 per share. During 2011, the Company purchased 80,173 treasury shares at a weighted average price of $18.27 per share.
Accumulated Other Comprehensive Income
The following table provides information about reclassification adjustments from accumulated other comprehensive income ("AOCI") for the year indicated:
| |
Year Ended December 31, 2013 | ||||
|---|---|---|---|---|---|
AOCI Component:
|
Amount Reclassified from AOCI |
Affected Line Item in the Statement Where Net Income is Presented |
|||
| |
(In thousands) |
|
|||
Unrealized gains on available-for-sale securities: |
|||||
|
$ | 137 | Gain on sale of securities | ||
|
5,222 | Acquisition-related securities gain(1) | |||
| | | | | | |
|
5,359 | Total before tax | |||
|
(58 | ) | Income tax expense | ||
| | | | | | |
Total reclassification for the year |
$ | 5,301 | Net of tax | ||
| | | | | | |
| | | | | | |
- (1)
- Non-taxable gain on equity interest in FCAL common stock at its fair value as of the FCAL acquisition date.
NOTE 20—DIVIDEND AVAILABILITY AND REGULATORY MATTERS
Holders of Company common stock are entitled to receive dividends declared by the Board of Directors out of funds legally available under state law governing the Company and certain federal laws and regulations governing the banking and financial services business. Our ability to pay dividends to our stockholders is subject to the restrictions set forth in Delaware General Corporation Law and
181
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 20—DIVIDEND AVAILABILITY AND REGULATORY MATTERS (Continued)
certain covenants contained in the indentures governing trust preferred securities issued by us or entities that we have acquired. Notification to the Board of Governors of the Federal Reserve System ("FRB") is also required prior to our declaring and paying dividends during any period in which our quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Should the FRB object to payment of dividends, we would not be able to make the payment until approval is received or we no longer need to provide notice under applicable regulations.
It is possible, depending upon the financial condition of the Bank, and other factors, that the FRB, the FDIC or the California Department of Business Oversight, Division of Financial Institutions ("DBO"), could assert that payment of dividends or other payments is an unsafe or unsound practice. Pacific Western is subject to restrictions under certain federal and state laws and regulations governing banks which limit its ability to transfer funds to the holding company through intercompany loans, advances or cash dividends. Dividends paid by state banks such as Pacific Western are regulated by the DBO under its general supervisory authority as it relates to a bank's capital requirements. A state bank may declare a dividend without the approval of the DBO as long as the total dividends declared in a calendar year do not exceed either the retained earnings or the total of net earnings for three previous fiscal years less any dividend paid during such period. During 2013, PacWest received $48.0 million in dividends from the Bank. For the foreseeable future, dividends from the Bank to PacWest will require DBO approval.
PacWest, as a bank holding company, is subject to regulation by the FRB under the Bank Holding Company Act of 1956, as amended. The Federal Deposit Insurance Corporation Improvement Act of 1991 required that the federal regulatory agencies adopt regulations defining capital tiers for banks: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and the Bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets ("leverage ratio"). Tier 1 capital includes common stockholders' equity and trust preferred securities, less goodwill and certain other deductions (including a portion of servicing assets and the after-tax unrealized net gains and losses on securities available-for-sale). Total risk-based capital includes Tier 1 capital and other items such as subordinated debt and the allowance for credit losses. Both measures are stated as a percentage of risk-weighted assets, which are measured based on their perceived credit risk and include certain off-balance sheet exposures, such as unfunded loan commitments and letters of credit. The Company is also subject to a leverage ratio requirement, which is defined as Tier 1 capital as a percentage of average assets, adjusted for goodwill and other non-qualifying intangible assets and other assets.
182
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 20—DIVIDEND AVAILABILITY AND REGULATORY MATTERS (Continued)
Bank holding companies considered to be "adequately capitalized" are required to maintain a minimum total risk-based capital ratio of 8%, a minimum Tier 1 risk-based capital ratio of 4.0%, and a minimum leverage ratio of 4.0%. Bank holding companies considered to be "well capitalized" must maintain a minimum total risk-based capital ratio of 10.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, and a minimum leverage ratio of 5%. As of December 31, 2013, the most recent notification date to the regulatory agencies, the Company and the Bank are each "well capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Company's or any of the Bank's categories.
Management believes, as of December 31, 2013, that we have met all capital adequacy requirements to which we are subject.
Regulatory capital requirements limit the amount of deferred tax assets that may be included when determining the amount of regulatory capital. Deferred tax asset amounts in excess of the calculated limit are deducted from regulatory capital. At December 31, 2013, such amount was $3.8 million for the Company and $3.3 million for the Bank. No assurance can be given that the regulatory capital deferred tax asset limitation will not increase in the future.
The following table presents actual capital amounts and ratios for the Company and the Bank as of the dates indicated:
| |
|
|
Well Capitalized Minimum Requirement |
|
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Actual | |
||||||||||||||
| |
Excess Capital Amount |
|||||||||||||||
| |
Amount | Ratio | Amount | Ratio | ||||||||||||
| |
(Dollars in thousands) |
|||||||||||||||
December 31, 2013: |
||||||||||||||||
Tier I capital (to average assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
$ | 718,800 | 11.22 | % | $ | 320,405 | 5.00 | % | $ | 398,395 | ||||||
Pacific Western Bank |
690,440 | 10.79 | 319,999 | 5.00 | 370,441 | |||||||||||
Tier I capital (to risk-weighted assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
718,800 | 15.12 | 285,163 | 6.00 | 433,637 | |||||||||||
Pacific Western Bank |
690,400 | 14.54 | 284,825 | 6.00 | 405,575 | |||||||||||
Total capital (to risk-weighted assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
778,582 | 16.38 | 475,271 | 10.00 | 303,311 | |||||||||||
Pacific Western Bank |
750,152 | 15.80 | 474,708 | 10.00 | 275,444 | |||||||||||
December 31, 2012: |
||||||||||||||||
Tier I capital (to average assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
$ | 570,082 | 10.53 | % | $ | 270,694 | 5.00 | % | $ | 299,388 | ||||||
Pacific Western Bank |
528,151 | 9.78 | 269,901 | 5.00 | 258,250 | |||||||||||
Tier I capital (to risk-weighted assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
570,082 | 15.17 | 225,541 | 6.00 | 344,541 | |||||||||||
Pacific Western Bank |
528,151 | 14.10 | 224,778 | 6.00 | 303,373 | |||||||||||
Total capital (to risk-weighted assets): |
||||||||||||||||
PacWest Bancorp Consolidated |
617,702 | 16.43 | 375,901 | 10.00 | 241,801 | |||||||||||
Pacific Western Bank |
575,614 | 15.36 | 374,630 | 10.00 | 200,984 | |||||||||||
183
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 20—DIVIDEND AVAILABILITY AND REGULATORY MATTERS (Continued)
The Company issued subordinated debentures to trusts that were established by us or entities that we have acquired, which, in turn, issued trust preferred securities, which totaled $131.0 million at December 31, 2013. The Company includes in Tier 1 capital an amount of trust preferred securities equal to no more than 25% of the sum of all core capital elements, which is generally defined as shareholders' equity less goodwill, net of any related deferred income tax liability. At December 31, 2013, the amount of trust preferred securities included in Tier I capital was $131.0 million. Our existing trust preferred securities are currently grandfathered as Tier 1 capital under the Dodd-Frank Wall Street Reform and Consumer Protection Act. However, under new capital rules approved in July 2013 by the FRB and FDIC, if the Company completes the CapitalSource merger or any subsequent acquisition such that, upon completion of such transaction, the Company exceeds $15 billion in consolidated total assets, beginning in 2015, only 25% of the Company's $131.0 million of trust preferred securities currently outstanding will be included in Tier 1 capital, and in 2016, none of the Company's trust preferred securities will be included in Tier 1 capital. Further, under such rules, trust preferred securities no longer included in the Company's Tier 1 capital may be included as a component of Tier 2 capital on a permanent basis without phase-out. If trust preferred securities are excluded from regulatory capital at December 31, 2013, we remain "well capitalized."
Interest payments made by the Company on subordinated debentures are considered dividend payments under the FRB regulations and subject to the same notification requirements for declaring and paying dividends on common stock.
NOTE 21—BUSINESS SEGMENTS
The Company's reportable segments consist of "Banking," "Asset Financing," and "Other." At December 31, 2013, the Other segment consisted of the PacWest Bancorp holding company and other elimination and reconciliation entries.
The Bank's Asset Financing segment includes the operations of the divisions and subsidiaries that provide asset-based commercial loans and equipment leases. The asset-based lending products are offered primarily through three business units: (1) First Community Financial ("FCF"), a division of the Bank, based in Phoenix, Arizona; (2) BFI Business Finance ("BFI"), a wholly-owned subsidiary of the Bank, based in San Jose, California; and (3) Celtic Capital Corporation ("Celtic"), a wholly-owned subsidiary of the Bank based in Santa Monica, California. The Bank's leasing products are offered through Pacific Western Equipment Finance ("EQF"), a division of the Bank based in Midvale, Utah.
The accounting policies of the reported segments are the same as those of the Company described in Note 1, "Nature of Operations and Summary of Significant Accounting Policies." Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Asset Financing segment based upon the Bank's total cost of interest-bearing liabilities. The provision for credit losses is allocated based on actual charge-offs for the period as well as assigning a minimum reserve requirement to the Asset Financing segment. Noninterest income and noninterest expense directly attributable to a segment are assigned to it.
184
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 21—BUSINESS SEGMENTS (Continued)
The following tables present information regarding our business segments as of and for the years indicated:
| |
December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance Sheet Data
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Loans and leases, net of unearned income |
$ | 3,837,475 | $ | 474,877 | $ | — | $ | 4,312,352 | |||||
Allowance for loan and lease losses |
(75,498 | ) | (6,536 | ) | — | (82,034 | ) | ||||||
| | | | | | | | | | | | | | |
Total loans and leases, net |
$ | 3,761,977 | $ | 468,341 | $ | — | $ | 4,230,318 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill(1) |
$ | 183,065 | $ | 25,678 | $ | — | $ | 208,743 | |||||
Core deposit and customer relationship intangibles, net |
15,331 | 1,917 | — | 17,248 | |||||||||
Total assets |
6,004,067 | 519,675 | 9,621 | 6,533,363 | |||||||||
Total deposits(2) |
5,302,822 | — | (21,835 | ) | 5,280,987 | ||||||||
- (1)
- The
increase in the Banking segment's goodwill during 2013 was due primarily to $129.1 million from the FCAL acquisition.
- (2)
- The negative balance for total deposits in the "Other" segment represents the elimination of holding company cash held in deposit accounts at the Bank.
| |
December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance Sheet Data
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Loans and leases, net of unearned income |
$ | 3,175,165 | $ | 415,132 | $ | — | $ | 3,590,297 | |||||
Allowance for loan and lease losses |
(87,538 | ) | (4,430 | ) | — | (91,968 | ) | ||||||
| | | | | | | | | | | | | | |
Total loans and leases, net |
$ | 3,087,627 | $ | 410,702 | $ | — | $ | 3,498,329 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill |
$ | 54,188 | $ | 25,678 | $ | — | $ | 79,866 | |||||
Core deposit and customer relationship intangibles, net |
12,151 | 2,572 | — | 14,723 | |||||||||
Total assets |
4,991,927 | 451,557 | 20,174 | 5,463,658 | |||||||||
Total deposits(1) |
4,737,593 | — | (28,472 | ) | 4,709,121 | ||||||||
- (1)
- The negative balance for total deposits in the "Other" segment represents the elimination of holding company cash held in deposit accounts at the Bank.
185
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 21—BUSINESS SEGMENTS (Continued)
| |
Year Ended December 31, 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 261,492 | $ | 48,422 | $ | — | $ | 309,914 | |||||
Intersegment interest income (expense) |
1,525 | (1,525 | ) | — | — | ||||||||
Other interest expense |
(7,873 | ) | (532 | ) | (3,796 | ) | (12,201 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
255,144 | 46,365 | (3,796 | ) | 297,713 | ||||||||
| | | | | | | | | | | | | | |
Negative provision (provision) for credit losses |
8,079 | (3,869 | ) | — | 4,210 | ||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense |
(26,172 | ) | — | — | (26,172 | ) | |||||||
Acquisition-related securities gain |
— | — | 5,222 | 5,222 | |||||||||
Other noninterest income |
21,532 | 3,558 | 104 | 25,194 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
(4,640 | ) | 3,558 | 5,326 | 4,244 | ||||||||
| | | | | | | | | | | | | | |
Accelerated vesting of restricted stock |
(12,420 | ) | — | — | (12,420 | ) | |||||||
OREO income (expense) |
1,503 | — | — | 1,503 | |||||||||
Intangible asset amortization |
(4,748 | ) | (654 | ) | — | (5,402 | ) | ||||||
Acquisition and integration costs |
(28,132 | ) | — | (260 | ) | (28,392 | ) | ||||||
Other noninterest expense |
(156,600 | ) | (23,575 | ) | (5,801 | ) | (185,976 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(200,397 | ) | (24,229 | ) | (6,061 | ) | (230,687 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) from continuing operations before income taxes |
58,186 | 21,825 | (4,531 | ) | 75,480 | ||||||||
Income tax (expense) benefit |
(24,940 | ) | (9,101 | ) | 4,038 | (30,003 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) from continuing operations |
33,246 | 12,724 | (493 | ) | 45,477 | ||||||||
| | | | | | | | | | | | | | |
Loss from discontinued operations before income taxes |
(620 | ) | — | — | (620 | ) | |||||||
Income tax benefit |
258 | — | — | 258 | |||||||||
| | | | | | | | | | | | | | |
Net loss from discontinued operations |
(362 | ) | — | — | (362 | ) | |||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 32,884 | $ | 12,724 | $ | (493 | ) | $ | 45,115 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
186
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 21—BUSINESS SEGMENTS (Continued)
| |
Year Ended December 31, 2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 251,720 | $ | 44,395 | $ | — | $ | 296,115 | |||||
Intersegment interest income (expense) |
2,055 | (2,055 | ) | — | — | ||||||||
Other interest expense |
(15,043 | ) | (884 | ) | (3,721 | ) | (19,648 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
238,732 | 41,456 | (3,721 | ) | 276,467 | ||||||||
| | | | | | | | | | | | | | |
Negative provision (provision) for credit losses |
14,585 | (1,766 | ) | — | 12,819 | ||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense |
(10,070 | ) | — | — | (10,070 | ) | |||||||
Other noninterest income |
21,811 | 4,017 | 114 | 25,942 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
11,741 | 4,017 | 114 | 15,872 | |||||||||
| | | | | | | | | | | | | | |
OREO expense |
(10,931 | ) | — | — | (10,931 | ) | |||||||
Intangible asset amortization |
(5,898 | ) | (428 | ) | — | (6,326 | ) | ||||||
Acquisition and integration costs |
(4,089 | ) | — | — | (4,089 | ) | |||||||
Debt termination expense |
(24,195 | ) | — | 1,597 | (22,598 | ) | |||||||
Other noninterest expense |
(138,640 | ) | (23,502 | ) | (5,576 | ) | (167,718 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(183,753 | ) | (23,930 | ) | (3,979 | ) | (211,662 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) before income taxes |
81,305 | 19,777 | (7,586 | ) | 93,496 | ||||||||
Income tax (expense) benefit |
(31,542 | ) | (8,327 | ) | 3,174 | (36,695 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 49,763 | $ | 11,450 | $ | (4,412 | ) | $ | 56,801 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
187
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 21—BUSINESS SEGMENTS (Continued)
| |
Year Ended December 31, 2011 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Results of Operations
|
Banking | Asset Financing |
Other | Consolidated Company |
|||||||||
| |
(In thousands) |
||||||||||||
Interest income |
$ | 276,734 | $ | 18,550 | $ | — | $ | 295,284 | |||||
Intersegment interest income (expense) |
1,226 | (1,226 | ) | — | — | ||||||||
Other interest expense |
(27,720 | ) | — | (4,923 | ) | (32,643 | ) | ||||||
| | | | | | | | | | | | | | |
Net interest income |
250,240 | 17,324 | (4,923 | ) | 262,641 | ||||||||
| | | | | | | | | | | | | | |
Provision for credit losses |
(26,520 | ) | (50 | ) | — | (26,570 | ) | ||||||
| | | | | | | | | | | | | | |
FDIC loss sharing income |
7,776 | — | — | 7,776 | |||||||||
Other noninterest income |
22,833 | 660 | 157 | 23,650 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
30,609 | 660 | 157 | 31,426 | |||||||||
| | | | | | | | | | | | | | |
OREO expense |
(10,676 | ) | — | — | (10,676 | ) | |||||||
Intangible asset amortization |
(8,264 | ) | (164 | ) | — | (8,428 | ) | ||||||
Acquisition and integration costs |
(600 | ) | — | — | (600 | ) | |||||||
Other noninterest expense |
(141,188 | ) | (10,846 | ) | (8,255 | ) | (160,289 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(160,728 | ) | (11,010 | ) | (8,255 | ) | (179,993 | ) | |||||
| | | | | | | | | | | | | | |
Earnings (loss) before income taxes |
93,601 | 6,924 | (13,021 | ) | 87,504 | ||||||||
Income tax (expense) benefit |
(39,554 | ) | (2,917 | ) | 5,671 | (36,800 | ) | ||||||
| | | | | | | | | | | | | | |
Net earnings (loss) |
$ | 54,047 | $ | 4,007 | $ | (7,350 | ) | $ | 50,704 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
188
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 22—CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
The parent company only condensed balance sheets as of December 31, 2013 and 2012 and the related condensed statements of net earnings and condensed statements of cash flows for each of the years in the three-year period ended December 31, 2013 are presented below:
| |
December 31, | ||||||
|---|---|---|---|---|---|---|---|
Parent Company Only Condensed Balance Sheets |
2013 | 2012 | |||||
| |
(In thousands) |
||||||
Assets: |
|||||||
Cash and due from banks |
$ | 21,835 | $ | 28,472 | |||
Investments in subsidiaries |
911,200 | 649,656 | |||||
Other assets |
10,341 | 20,174 | |||||
| | | | | | | | |
Total assets |
$ | 943,376 | $ | 698,302 | |||
| | | | | | | | |
| | | | | | | | |
Liabilities: |
|||||||
Subordinated debentures |
$ | 132,645 | $ | 108,250 | |||
Other liabilities |
1,638 | 931 | |||||
| | | | | | | | |
Total liabilities |
134,283 | 109,181 | |||||
Stockholders' equity |
809,093 | 589,121 | |||||
| | | | | | | | |
Total liabilities and stockholders' equity |
$ | 943,376 | $ | 698,302 | |||
| | | | | | | | |
| | | | | | | | |
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Parent Company Only Condensed Statements of Earnings |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Acquisition-related securities gain |
$ | 5,222 | $ | — | $ | — | ||||
Debt termination income |
— | 1,597 | — | |||||||
Miscellaneous income |
104 | 114 | 157 | |||||||
Dividends from Bank subsidiary |
48,000 | 50,000 | 25,500 | |||||||
| | | | | | | | | | | |
Total income |
53,326 | 51,711 | 25,657 | |||||||
| | | | | | | | | | | |
Interest expense |
3,796 | 3,721 | 4,923 | |||||||
Operating expenses |
6,061 | 5,576 | 8,255 | |||||||
| | | | | | | | | | | |
Total expenses |
9,857 | 9,297 | 13,178 | |||||||
| | | | | | | | | | | |
Earnings before income taxes and equity in undistributed earnings of subsidiaries |
43,469 | 42,414 | 12,479 | |||||||
Income tax benefit |
4,038 | 3,174 | 5,671 | |||||||
| | | | | | | | | | | |
Earnings before equity in undistributed earnings of subsidiaries |
47,507 | 45,588 | 18,150 | |||||||
Equity in undistributed earnings of subsidiaries |
(2,392 | ) | 11,213 | 32,554 | ||||||
| | | | | | | | | | | |
Net earnings |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
189
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 22—CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY (Continued)
| |
Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Parent Company Only Condensed Statements of Cash Flows |
2013 | 2012 | 2011 | |||||||
| |
(In thousands) |
|||||||||
Cash flows from operating activities: |
||||||||||
Net earnings |
$ | 45,115 | $ | 56,801 | $ | 50,704 | ||||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||||
Acquisition-related securities gain |
(5,222 | ) | — | — | ||||||
Change in other assets |
(609 | ) | 711 | (4,533 | ) | |||||
Change in liabilities |
4,932 | (4,122 | ) | 6,262 | ||||||
Tax effect in stockholders' equity of restricted stock vesting |
(364 | ) | (102 | ) | 501 | |||||
Earned stock compensation |
441 | 715 | 3,551 | |||||||
Equity in undistributed (earnings) losses of subsidiaries |
2,392 | (11,213 | ) | (32,554 | ) | |||||
| | | | | | | | | | | |
Net cash provided by operating activities |
46,685 | 42,790 | 23,931 | |||||||
| | | | | | | | | | | |
Cash flows from investing activities: |
||||||||||
Net cash and cash equivalents acquired in acquisition |
857 | — | — | |||||||
Purchases of securities available-for-sale |
— | (1,500 | ) | (2,580 | ) | |||||
| | | | | | | | | | | |
Net cash provided by (used in) investing activities |
857 | (1,500 | ) | (2,580 | ) | |||||
| | | | | | | | | | | |
Cash flows from financing activities: |
||||||||||
Redemptions of subordinated debentures |
— | (18,558 | ) | — | ||||||
Tax effect in stockholders' equity of restricted stock vesting |
364 | 102 | (501 | ) | ||||||
Restricted stock surrendered |
(13,537 | ) | (1,475 | ) | (1,465 | ) | ||||
Cash dividends paid |
(41,006 | ) | (28,787 | ) | (7,626 | ) | ||||
| | | | | | | | | | | |
Net cash used in financing activities |
(54,179 | ) | (48,718 | ) | (9,592 | ) | ||||
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents |
(6,637 | ) | (7,428 | ) | 11,759 | |||||
Cash and cash equivalents, beginning of year |
28,472 | 35,900 | 24,141 | |||||||
| | | | | | | | | | | |
Cash and cash equivalents, end of year |
$ | 21,835 | $ | 28,472 | $ | 35,900 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Supplemental disclosure of noncash investing and financing activities: |
||||||||||
Common stock issued for First California Financial Group acquisition |
$ | 242,268 | $ | — | $ | — | ||||
190
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 23—SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
The following table sets forth our unaudited, quarterly results for the periods indicated:
| |
Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2013 |
September 30, 2013 |
June 30, 2013 |
March 31, 2013 |
|||||||||
| |
(Dollars in thousands, except per share data) |
||||||||||||
Interest income |
$ | 83,856 | $ | 85,158 | $ | 71,631 | $ | 69,269 | |||||
Interest expense |
(2,598 | ) | (2,869 | ) | (3,158 | ) | (3,576 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
81,258 | 82,289 | 68,473 | 65,693 | |||||||||
| | | | | | | | | | | | | | |
Negative provision (provision) for credit losses |
1,338 | 4,167 | 1,842 | (3,137 | ) | ||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense, net |
(10,593 | ) | (7,032 | ) | (5,410 | ) | (3,137 | ) | |||||
(Loss) gain on sale of securities |
(272 | ) | — | — | 409 | ||||||||
Acquisition-related securities gain |
— | 5,222 | — | — | |||||||||
Other noninterest income |
6,939 | 6,937 | 5,613 | 5,568 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
(3,926 | ) | 5,127 | 203 | 2,840 | ||||||||
| | | | | | | | | | | | | | |
Accelerated vesting of restricted stock |
(12,420 | ) | — | — | — | ||||||||
Non-covered OREO expense, net |
(25 | ) | 88 | (80 | ) | (313 | ) | ||||||
Covered OREO expense, net |
594 | 332 | 94 | 813 | |||||||||
Acquisition and integration costs |
(4,253 | ) | (5,450 | ) | (17,997 | ) | (692 | ) | |||||
Other noninterest expense |
(49,984 | ) | (51,170 | ) | (46,233 | ) | (43,991 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(66,088 | ) | (56,200 | ) | (64,216 | ) | (44,183 | ) | |||||
| | | | | | | | | | | | | | |
Earnings from continuing operations before income taxes |
12,582 | 35,383 | 6,302 | 21,213 | |||||||||
Income tax expense |
(9,135 | ) | (11,243 | ) | (1,906 | ) | (7,719 | ) | |||||
| | | | | | | | | | | | | | |
Net earnings from continuing operations |
3,447 | 24,140 | 4,396 | 13,494 | |||||||||
| | | | | | | | | | | | | | |
Earnings (loss) from discontinued operations before income taxes |
(578 | ) | 39 | (81 | ) | — | |||||||
Income tax (expense) benefit |
240 | (16 | ) | 34 | — | ||||||||
| | | | | | | | | | | | | | |
Net earnings (loss) from discontinued operations |
(338 | ) | 23 | (47 | ) | — | |||||||
| | | | | | | | | | | | | | |
Net earnings |
$ | 3,109 | $ | 24,163 | $ | 4,349 | $ | 13,494 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Basic earnings per share: |
|||||||||||||
Net earnings from continuing operations |
$ | 0.07 | $ | 0.53 | $ | 0.11 | $ | 0.37 | |||||
Net earnings |
$ | 0.06 | $ | 0.53 | $ | 0.11 | $ | 0.37 | |||||
Diluted earnings per share: |
|||||||||||||
Net earnings from continuing operations |
$ | 0.07 | $ | 0.53 | $ | 0.11 | $ | 0.37 | |||||
Net earnings |
$ | 0.06 | $ | 0.53 | $ | 0.11 | $ | 0.37 | |||||
191
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 23—SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Continued)
| |
Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2012 |
September 30, 2012 |
June 30, 2012 |
March 31, 2012 |
|||||||||
| |
(Dollars in thousands, except per share data) |
||||||||||||
Interest income |
$ | 73,702 | $ | 75,123 | $ | 72,890 | $ | 74,400 | |||||
Interest expense |
(4,099 | ) | (4,352 | ) | (4,477 | ) | (6,720 | ) | |||||
| | | | | | | | | | | | | | |
Net interest income |
69,603 | 70,771 | 68,413 | 67,680 | |||||||||
| | | | | | | | | | | | | | |
Negative provision for credit losses |
4,333 | 2,141 | 271 | 6,074 | |||||||||
| | | | | | | | | | | | | | |
FDIC loss sharing expense, net |
(6,022 | ) | (367 | ) | (102 | ) | (3,579 | ) | |||||
Gain on sale of securities |
1,239 | — | — | — | |||||||||
Other-than-temporary impairment loss on covered security |
— | — | (1,115 | ) | — | ||||||||
Other noninterest income |
6,840 | 6,049 | 6,088 | 6,841 | |||||||||
| | | | | | | | | | | | | | |
Total noninterest income |
2,057 | 5,682 | 4,871 | 3,262 | |||||||||
| | | | | | | | | | | | | | |
Non-covered OREO expense, net |
(316 | ) | (1,883 | ) | (130 | ) | (1,821 | ) | |||||
Covered OREO expense, net |
461 | (4,290 | ) | (2,130 | ) | (822 | ) | ||||||
Acquisition and integration costs |
(1,092 | ) | (2,101 | ) | (871 | ) | (25 | ) | |||||
Debt termination expense |
— | — | — | (22,598 | ) | ||||||||
Other noninterest expense |
(42,578 | ) | (43,383 | ) | (44,454 | ) | (43,629 | ) | |||||
| | | | | | | | | | | | | | |
Total noninterest expense |
(43,525 | ) | (51,657 | ) | (47,585 | ) | (68,895 | ) | |||||
| | | | | | | | | | | | | | |
Earnings before income taxes |
32,468 | 26,937 | 25,970 | 8,121 | |||||||||
Income tax expense |
(12,576 | ) | (10,849 | ) | (10,413 | ) | (2,857 | ) | |||||
| | | | | | | | | | | | | | |
Net earnings |
$ | 19,892 | $ | 16,088 | $ | 15,557 | $ | 5,264 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Earnings per share: |
|||||||||||||
Basic |
$ | 0.54 | $ | 0.43 | $ | 0.42 | $ | 0.14 | |||||
Diluted |
$ | 0.54 | $ | 0.43 | $ | 0.42 | $ | 0.14 | |||||
NOTE 24—RELATED PARTY TRANSACTIONS
Castle Creek Financial, LLC, or Castle Creek Financial, serves as the exclusive financial advisor for the Company pursuant to a services agreement dated May 18, 2011, between Castle Creek Financial and the Company. Castle Creek Financial is an affiliate of Castle Creek Capital, LLC, which is controlled by the Company's chairman. During 2013, the Bank paid an advisory fee of $1.3 million to Castle Creek Financial in connection with the FCAL acquisition that was completed on May 31, 2013. During 2012, the Bank paid an advisory fee of $448,000 to Castle Creek Financial in connection with the APB acquisition that was completed on August 1, 2012. During 2011, there were no amounts paid by the Company to Castle Creek Financial.
CapGen Capital Group II LP, or CapGen, is a significant stockholder of the Company and our top tier holding Company. One of the Company's directors is a principal with CapGen and, pursuant to an agreement, 80% of his board service fees are remitted to CapGen Financial, LLC. In addition, in lieu of the stock awards with a value of $30,000 on the date of grant in 2013, 2012 and 2011 for non-employee directors, 80% of such value was remitted in cash to CapGen Financial, LLC. The
192
PACWEST BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 24—RELATED PARTY TRANSACTIONS (Continued)
Company paid CapGen Financial, LLC $72,000 related to board service fees for each of 2013, 2012, and 2011.
As of December 31, 2013 and 2012, there were no loans outstanding to any members of our board of directors or executive management. Such parties' deposits as of those dates totaled $3.6 million and $4.2 million, respectively, and bear market rates and terms.
NOTE 25—SUBSEQUENT EVENTS (Unaudited)
Dividend Approval
On February 12, 2014, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.25 per common share payable on March 5, 2014, to stockholders of record at the close of business on February 24, 2014.
We have evaluated events that have occurred subsequent to December 31, 2013 and have concluded there are no subsequent events that would require recognition in the accompanying consolidated financial statements.
193
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, 2013 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Management's Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.
Report of the Registered Public Accounting Firm. KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.
(c) Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
194
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item regarding the Company's directors and executive officers, and corporate governance, including information with respect to beneficial ownership reporting compliance, will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2014 Annual Meeting of Stockholders. Such information is incorporated herein by reference. Information relating to the registrant's Code of Business Conduct and Ethics that applies to its employees, including its senior financial officers, is included in Part I of this Annual Report on Form 10-K under "Item 1. Business—Available Information."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2014 Annual Meeting of Stockholders. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item regarding security ownership of certain beneficial owners and management will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2014 Annual Meeting of Stockholders. Such information is incorporated herein by reference. Information relating to securities authorized for issuance under the Company's equity compensation plans is included in Part II of this Annual Report on Form 10-K under "Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2014 Annual Meeting of Stockholders. Such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2014 Annual Meeting of Stockholders. Such information is incorporated herein by reference.
195
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- (a)
- 1. Financial Statements
The consolidated financial statements of PacWest Bancorp and its subsidiaries and independent auditors' report are included in Item 8 under Part II of this Form 10-K.
- 2.
- Financial Statement Schedules
All financial statement schedules have been omitted, as they are either inapplicable or included in the Notes to Consolidated Financial Statements.
- 3.
- Exhibits
The following documents are included or incorporated by reference in this Annual Report on Form 10-K:
| 2.1 | Agreement and Plan of Merger dated as of November 6, 2012, by and between PacWest Bancorp and First California Financial Group, Inc. (Exhibit 2.1 to Form 8-K filed on November 9, 2012 and incorporated herein by this reference). | ||
2.2 |
Agreement and Plan of Merger dated as of July 22, 2013 by and between PacWest Bancorp and CapitalSource, Inc. (Exhibit 2.1 to Form 8-K filed on July 26, 2013 and incorporated herein by reference). |
||
2.3 |
Amendment No. 1 to Agreement and Plan of Merger dated as of December 20, 2013 by and between PacWest Bancorp and CapitalSource, Inc. (Exhibit 2.1 to Form 8-K filed on December 20, 2013 and incorporated herein by reference). |
||
3.1 |
Certificate of Incorporation, as amended, of PacWest Bancorp, a Delaware Corporation, dated April 22, 2008 (Exhibit 3.1 to Form 8-K filed on May 14, 2008 and incorporated herein by this reference). |
||
3.2 |
Certificate of Amendment of Certificate of Incorporation of PacWest Bancorp, a Delaware Corporation, dated May 14, 2010 (Exhibit 3.1 to Form 8-K filed on May 14, 2010 and incorporated herein by this reference). |
||
3.3 |
Bylaws of PacWest Bancorp, a Delaware corporation, dated April 22, 2008 (Exhibit 3.2 to Form 8-K filed on May 14, 2008 and incorporated herein by this reference). |
||
4.1 |
Indenture between First Community Bancorp, as Issuer, and U.S. Bank, N.A., as Trustee, dated as of August 15, 2003 (Exhibit 4.5 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
4.2 |
Indenture between First Community Bancorp, as Issuer, and The Bank of New York, as Trustee, dated as of September 3, 2003 (Exhibit 4.6 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
4.3 |
Indenture between First Community Bancorp, as Issuer and JPMorgan Chase Bank, as Trustee, dated as of February 5, 2004 (Exhibit 4.7 to Form 10-K filed on March 12, 2004 and incorporated herein by this reference). |
||
4.4 |
Indenture between Community Bancorp Inc. and U.S. Bank National Association, as Trustee, dated as of September 17, 2003, as supplemented by the First Supplemental Indenture between First Community Bancorp and U.S. Bank National Association, as Trustee, dated as of October 26, 2006 (Exhibit 4.8 to Form 10-K filed on February 27, 2007 and incorporated herein by reference). |
196
| 4.5 | Indenture, between Community Bancorp Inc. and Wilmington Trust Company, as Trustee, dated as of August 15, 2005, as supplemented by the First Supplemental Indenture between First Community Bancorp and Wilmington Trust Company, as Trustee, dated as of October 26, 2006 (Exhibit 4.9 to Form 10-K filed on February 27, 2007 and incorporated herein by reference). | ||
4.6 |
Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4) (iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request. |
||
10.1* |
PacWest Bancorp 2003 Stock Incentive Plan, as amended and restated, dated March 28, 2012, (pages A-1 to A-15 of the Company's Definitive Proxy Statement filed on April 6, 2012, and incorporated herein by this reference). |
||
10.2* |
Executive Severance Pay Plan, as amended and restated effective December 15, 2008, applicable to the executive officers of PacWest Bancorp and certain senior officers of the PacWest Bancorp and its subsidiaries (Exhibit 10.2 to Form 10-K filed on March 2, 2009 and incorporated herein by this reference). |
||
10.3* |
2007 Executive Incentive Plan, as amended and restated, effective May 11, 2010 (pages A-1 to A-5 of the Company's Definitive Proxy Statement filed on April 9, 2010 and incorporated herein by this reference). |
||
10.4* |
Indemnification Agreement, as amended, applicable to the directors and executive officers of the Company (Exhibit 10.24 to Form 10-K filed on March 12, 2004 and incorporated herein by this reference). |
||
10.5* |
Form of Stock Award Agreement and Grant Notice pursuant to the Company's 2003 Stock Incentive Plan, as amended (Exhibit 10.5 to Form 10-K filed on March 2, 2009 and incorporated herein by this reference). |
||
10.6 |
Amended and Restated Declaration of Trust of First Community/CA Statutory Trust V by and among U.S. Bank, N.A. as Institutional Trustee, First Community Bancorp, as Sponsor and Matthew P. Wagner, Lynn M. Hopkins and Jared M. Wolff, as Administrators dated as of August 15, 2003 (Exhibit 10.6 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
10.7 |
Guarantee Agreement by and between First Community Bancorp and U.S. Bank, N.A. dated as of August 15, 2003 (Exhibit 10.18 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
10.8 |
Amended and Restated Trust Agreement of First Community/CA Statutory Trust VI among First Community Bancorp as Depositor, The Bank of New York as Property Trustee, The Bank of New York (Delaware) as the Delaware Trustee, and the Administrative Trustees named therein, dated as of September 3, 2003 (Exhibit 10.7 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
10.9 |
Guarantee Agreement between First Community Bancorp and The Bank of New York, dated as of September 3, 2003 (Exhibit 10.19 to Form 10-Q filed on November 7, 2003 and incorporated herein by this reference). |
||
10.10 |
Amended and Restated Trust Agreement of First Community/CA Statutory Trust VII among First Community Bancorp as Sponsor, Chase Manhattan Bank USA, N.A. as Delaware Trustee, JPMorgan Chase Bank, as Institutional Trustee, and the Administrators named therein, dated as of February 5, 2004 (Exhibit 10.19 to Form 10-K filed on March 12, 2004 and incorporated herein by this reference). |
197
| 10.11 | Guarantee Agreement between First Community Bancorp and JPMorgan Chase Bank, dated as of February 5, 2004 (Exhibit 10.20 to Form 10-K filed on March 12, 2004 and incorporated herein by this reference). | ||
10.12 |
Amended and Restated Declaration of Trust of Community (CA) Capital Statutory Trust II, dated as of September 17, 2003 (Exhibit 10.22 to Form 10-K files filed February 27, 2007 and incorporated herein by this reference). |
||
10.13 |
Guarantee Agreement By and Between Community Bancorp Inc. and U.S. Bank National Association, dated as of September 17, 2003 (Exhibit 10.23 to Form 10-K files filed February 27, 2007 and incorporated herein by this reference). |
||
10.14 |
Amended and Restated Declaration of Trust of Community (CA) Capital Statutory Trust III, dated as of August 15, 2005 (Exhibit 10.24 to Form 10-K files filed February 27, 2007 and incorporated herein by this reference). |
||
10.15 |
Guarantee Agreement By and Between Community Bancorp Inc. and Wilmington Trust Company, dated as of August 15, 2005 (Exhibit 10.25 to Form 10-K files filed February 27, 2007 and incorporated herein by this reference). |
||
10.16 |
Services Agreement, dated as of May 18, 2011, between PacWest Bancorp and Castle Creek Financial LLC (Exhibit 10.1 to Form 8-K filed on May 24, 2011 and incorporated herein by this reference). |
||
10.17 |
Lease Agreement, as amended through January 1, 2004, between DL FNBC, L.P. and First National Bank, for the premises located at 401 West "A" Street, San Diego, California (Exhibit 10.29 to Form 10-K filed on March 14, 2005 and incorporated herein by this reference). |
||
10.18 |
Stock Purchase Agreement, by and between PacWest Bancorp and CapGen Capital Group II LP, dated August 29, 2008 (Exhibit 10.1 to Form 8-K filed on September 4, 2008 and incorporated herein by this reference). |
||
10.19 |
Purchase and Assumption Agreement, dated as of August 28, 2009, between Federal Deposit Insurance Corporation and Pacific Western Bank (Exhibit 2.1 to Form 8-K filed on September 2, 2009 and incorporated herein by this reference). |
||
10.20 |
Purchase and Assumption Agreement, dated as of August 20, 2010, between Federal Deposit Insurance Corporation and Pacific Western Bank (Exhibit 2.1 to Form 8-K filed on August 26, 2010 and incorporated herein by this reference). |
||
11.1 |
Statement re: Computation of Per Share Earnings (See Note 16 of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K). |
||
12.1 |
Statement re: Computation of Ratios (See "Item 6. Selected Financial Data" of this Annual Report on Form 10-K). |
||
21.1 |
Subsidiaries of the Registrant. |
||
23.1 |
Consent of KPMG LLP. |
||
24.1 |
Powers of Attorney (included on signature page). |
||
31.1 |
Section 302 Certifications. |
||
32.1 |
Section 906 Certifications. |
198
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) the Consolidated Statements of Earnings for the years ended December 31, 2013, 2012, and 2011, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011, (iv) the Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2013, 2012, and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011, and (vi) the Notes to Consolidated Financial Statements. (Pursuant to Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.) |
- *
- Management contract or compensatory plan or arrangement.
199
- (b)
- Exhibits
- (c)
- Excluded Financial Statements
The exhibits listed in Item 15(a)3 are incorporated by reference or attached hereto.
Not Applicable
200
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PACWEST BANCORP | ||||
Dated: February 28, 2014 |
By: |
/s/ MATTHEW P. WAGNER Matthew P. Wagner (Chief Executive Officer) |
||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Eggemeyer, Matthew P. Wagner, Stephen M. Dunn, Victor R. Santoro and Jared M. Wolff, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
|---|---|---|---|---|
| /s/ JOHN M. EGGEMEYER John M. Eggemeyer |
Chairman of the Board of Directors | February 28, 2014 | ||
/s/ MATTHEW P. WAGNER Matthew P. Wagner |
Chief Executive Officer and Director (Principal Executive Officer) |
February 28, 2014 |
||
/s/ VICTOR R. SANTORO Victor R. Santoro |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 28, 2014 |
||
/s/ MARK N. BAKER Mark N. Baker |
Director |
February 28, 2014 |
201
Signature
|
Title
|
Date
|
||
|---|---|---|---|---|
| /s/ CRAIG A. CARLSON Craig A. Carlson |
Director | February 28, 2014 | ||
/s/ JOSEPH N. COHEN Joseph N. Cohen |
Director |
February 28, 2014 |
||
/s/ STEPHEN M. DUNN Stephen M. Dunn |
Director |
February 28, 2014 |
||
/s/ BARRY C. FITZPATRICK Barry C. Fitzpatrick |
Director |
February 28, 2014 |
||
/s/ ANTOINETTE T. HUBENETTE Antoinette T. Hubenette |
Director |
February 28, 2014 |
||
/s/ GEORGE E. LANGLEY George E. Langley |
Director |
February 28, 2014 |
||
/s/ SUSAN E. LESTER Susan E. Lester |
Director |
February 28, 2014 |
||
/s/ TIMOTHY B. MATZ Timothy B. Matz |
Director |
February 28, 2014 |
||
/s/ ARNOLD W. MESSER Arnold W. Messer |
Director |
February 28, 2014 |
||
/s/ DANIEL B. PLATT Daniel B. Platt |
Director |
February 28, 2014 |
||
/s/ JOHN W. ROSE John W. Rose |
Director |
February 28, 2014 |
||
/s/ ROBERT A. STINE Robert A. Stine |
Director |
February 28, 2014 |
202