-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G51KfTNfJ/PS/X9L78uDYyqjdxOalX1kxp6bhqUsZwQ5XnQVcjytN1pbKz/jCcKf AP+/MeYeR1aLNL34VHE2Tg== 0001104659-10-021310.txt : 20100423 0001104659-10-021310.hdr.sgml : 20100423 20100422175543 ACCESSION NUMBER: 0001104659-10-021310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100421 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100423 DATE AS OF CHANGE: 20100422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACWEST BANCORP CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30747 FILM NUMBER: 10765365 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 MAIL ADDRESS: STREET 1: 275 NORTH BREA BLVD CITY: BREA STATE: CA ZIP: 92821 FORMER COMPANY: FORMER CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ DATE OF NAME CHANGE: 19991229 8-K 1 a10-8536_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

April 21, 2010

Date of Report (Date of earliest event reported)

 

PACWEST BANCORP

(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction of
Incorporation)

 

00-30747

(Commission File Number)

 

33-0885320

(I.R.S. Employer Identification No.)

 

401 West A Street

San Diego, California 92101

(Address of principal executive offices and zip code)

 

(619) 233-5588

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

 

 



 

Item 2.02               Results of Operations and Financial Condition.*

 

On April 21, 2010, PacWest Bancorp announced its results of operations and financial condition for the quarter ended March 31, 2010.  A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.*

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated April 21, 2010

 


*The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of PacWest Bancorp under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PACWEST BANCORP

 

 

Date: April 23, 2010

 

 

 

 

By:

/s/ Victor R. Santoro

 

Name: Victor R. Santoro

 

Title: Executive Vice President and CFO

 

3


EX-99.1 2 a10-8536_1ex99d1.htm EX-99.1

Exhibit 99.1

 

PRESS RELEASE

 

PacWest Bancorp

(NASDAQ: PACW)

 

Contact:

Matthew P. Wagner

Victor R. Santoro

 

Chief Executive Officer

Executive Vice President and CFO

 

10250 Constellation Boulevard

10250 Constellation Boulevard

 

Suite 1640

Suite 1640

 

Los Angeles, CA 90067

Los Angeles, CA 90067

 

 

 

Phone:

310-728-1020

310-728-1021

Fax:

310-201-0498

310-201-0498

 

FOR IMMEDIATE RELEASE

 

April 21, 2010

 

PACWEST BANCORP ANNOUNCES RESULTS

FOR THE FIRST QUARTER OF 2010

 

—Net Interest Margin Increases to 4.90%—

—Core Deposits Increase $86.9 Million—

—Credit Loss Reserve at 2.81% of Net Non-Covered Loans—

—Credit Quality Measures Improve—

 

San Diego, California . . . PacWest Bancorp (Nasdaq: PACW) today announced a net loss for the first quarter of 2010 of $60.5 million, or $1.76 per diluted share, compared to net loss of $7.8 million, or $0.23 per diluted share, for the fourth quarter of 2009.  The first quarter included a loss on the Company’s previously reported sale of $323.6 million of classified loans in February 2010 for $200.6 million in cash.  Although the first quarter of 2010 was impacted significantly by the classified loan sale and other credit-related costs, our non-covered loan portfolio credit quality measures improved as shown in the following table.

 

 

 

At

 

 

 

3/31/10

 

12/31/09

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Nonaccrual loans

 

$

99,920

 

$

240,167

 

Nonperforming assets

 

$

129,563

 

$

283,422

 

Allowance for credit losses to nonaccrual loans

 

91.45

%

51.75

%

 

This press release contains non-GAAP financial disclosures for tangible capital.  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.  Because the use of tangible capital amounts and ratios is becoming

 

1



 

more prevalent among banking regulators, investors and analysts, we disclose our tangible capital ratios in addition to equity-to-assets ratios.  Please refer to the table at the end of this release for a presentation of performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measures to the GAAP financial measures.

 

FIRST QUARTER RESULTS

 

 

 

First
Quarter

 

Fourth
Quarter

 

In thousands, except per share data and percentages

 

2010

 

2009

 

 

 

 

 

 

 

Net loss

 

$

(60,533

)

$

(7,780

)

Diluted loss per share

 

$

(1.76

)

$

(0.23

)

Efficiency ratio

 

63.8

%

53.7

%

Net interest margin

 

4.90

%

4.79

%

 

 

 

 

 

 

At quarter end:

 

 

 

 

 

Allowance for credit losses to non-covered loans (1), net of unearned income

 

2.81

%

3.35

%

Equity-to-assets:

 

 

 

 

 

Consolidated Company

 

9.13

%

9.52

%

Pacific Western Bank

 

10.78

%

11.03

%

Tangible common equity ratios:

 

 

 

 

 

Consolidated Company

 

8.58

%

8.95

%

Pacific Western Bank

 

10.25

%

10.47

%

 


(1) Non-covered loans exclude all loans acquired in the Affinity acquisition.

 

The first quarter of 2010 net loss was caused mostly by the credit loss provision of $133.2 million ($77.3 million after tax) and OREO costs of $10.6 million ($6.2 million after tax).  The credit loss provision has two components: $112.5 million for non-covered loans and $20.7 million for covered loans.  The non-covered credit loss provision was driven by (a) the classified loan sale completed during the quarter which resulted in a charge-off of $123 million and (b) non-covered loan net charge-offs totaling $22 million.  The covered loan credit loss provision resulted from net charge-offs of $31 million, of which $20.7 million was in excess of the acquisition date reserves established on those covered loans.  The covered loan charge-offs resulted mostly from updated appraisals reflecting credit deterioration subsequent to acquisition.  The credit-related costs on covered assets were offset partially by FDIC loss-sharing income of $18.3 million ($10.6 million after-tax).  The following table summarizes the net credit-related costs for the linked quarters:

 

2



 

 

 

Quarters Ended

 

 

 

3/31/10

 

12/31/09

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Non-covered loans credit loss provision

 

$

112,527

 

$

34,900

 

 

 

 

 

 

 

Covered loans credit loss provision

 

$

20,700

 

$

18,000

 

Increase in FDIC loss sharing asset

 

16,560

 

14,400

 

Net covered loan loss

 

$

4,140

 

$

3,600

 

 

 

 

 

 

 

Non-covered OREO expense

 

$

8,442

 

$

3,200

 

 

 

 

 

 

 

Covered OREO expense

 

$

2,168

 

$

1,753

 

OREO-related increase in FDIC loss sharing asset

 

1,718

 

1,214

 

Net covered OREO expense

 

$

450

 

$

539

 

 

 

 

 

 

 

Total credit-related costs, net

 

$

125,559

 

$

42,239

 

 

The increased net loss between the first quarter of 2010 and the fourth quarter of 2009 was due to lower net interest income and higher credit-related costs.  Net interest income decreased $2.5 million after-tax due largely to the decline in loan balances from the loan sale.  The credit loss provision resulting from the classified loan sale and charge-offs on non-covered and covered loans increased the net loss by $46.6 million after-tax.  Increased OREO costs added $3.3 million after-tax to the net loss.

 

Matt Wagner, Chief Executive Officer, commented, “During the first quarter, we completed the sale of $323.6 million of adversely classified loans, resulting in a substantial change to our credit profile and balance sheet.  As a result of the sale, and our continued efforts to resolve problem credits during the quarter, we shed 58% of our nonaccrual loans and 64% of our adversely classified loans in a single quarter.”

 

Mr. Wagner continued, “With solid deposit growth during the quarter, a good credit reserve coverage ratio and solid capital ratios, we have positioned the Company to take advantage of growth opportunities as they arise, both organically and through acquisition.  While economic headwinds remain nationally and locally, the Company continues to generate income at a very high level.”

 

Vic Santoro, Executive Vice President and Chief Financial Officer, stated, “The improvement on the asset side of our balance sheet has been complimented positively on the liability side by strong deposit growth.  Core deposits grew $87 million during the quarter, while our overall average cost of deposits declined to 0.68%.  The deposit growth coupled with the $200 million in proceeds from the loan sale has created a strong liquidity position.  In addition, we augmented our capital with the $27 million of net proceeds from the warrant exercise that occurred in March and our capital ratios remain significantly above well-capitalized requirements.”

 

BALANCE SHEET CHANGES

 

Interest-bearing deposits in financial institutions and investment securities available-for-sale increased to $870.5 million at March 31, 2010, from $540.8 million at December 31, 2009.  The increase resulted from the cash proceeds from the classified loan sale and positive deposit flows.

 

3



 

Gross loans decreased $484 million during the first quarter of 2010, including a $454 million decrease in non-covered loans due mostly to the classified loan sale.  On February 23, 2010 we completed the sale of 61 non-covered adversely classified loans totaling $323.6 million, which included $107.6 million of nonaccrual loans, to an institutional buyer for $200.6 million in cash.  The sale was on a servicing-released basis and without recourse to Pacific Western Bank.     Declines in the non-covered portfolio continue as a result of weakened economic conditions which have caused higher levels of charge-offs, lower demand for loans, and fewer acceptable lending opportunities.  The covered loan portfolio continues to decline from resolutions of problem assets.  Non-covered OREO declined to $29.6 million at March 31, 2010 from $43.3 million at year end.  Covered OREO declined $2.3 million to $25.4 million at March 31, 2010.

 

Total deposits increased $60 million during the first quarter.  Core deposits, which include noninterest-bearing demand, interest checking, savings and money market deposits, increased $87 million and totaled $3.1 billion at March 31, 2010.  Brokered and acquired money desk deposits totaled $108.3 million at March 31, 2010, relatively unchanged from year-end.  Noninterest-bearing demand deposits totaled $1.4 billion and represented 33% of total deposits at March 31, 2010.

 

During the first quarter, we repaid $135.0 million in FHLB advances that had a weighted average annual interest cost of 0.92%.

 

COVERED ASSETS

 

As part of the Affinity acquisition on August 28, 2009, we entered into a loss sharing agreement with the FDIC that covers a substantial portion of losses incurred after the acquisition date on loans, other real estate owned and certain investment securities.  A summary of the covered assets at March 31, 2010 and December 31, 2009 are shown in the following table.

 

 

 

Balance as of

 

Covered Assets

 

March 31, 2010

 

December 31, 2009

 

 

 

(Dollars in thousands)

 

Loans, net

 

$

591,669

 

$

621,686

 

Investment securities

 

51,061

 

52,125

 

Other real estate owned

 

25,403

 

27,688

 

Total covered assets

 

$

668,133

 

$

701,499

 

 

NET INTEREST INCOME

 

Net interest income was $58.0 million for the first quarter of 2010 compared to $62.3 million for the fourth quarter of 2009.  The $4.3 million net decrease is due mostly to lower loan balances resulting from the classified loan sale.  Deposit interest expense declined $586,000 due mostly to lower offering rates on money market accounts.  Borrowing costs decreased $1.7 million due mainly to lower average balances.

 

NET INTEREST MARGIN

 

Our net interest margin for the first quarter of 2010 was 4.90%, an increase of 11 basis points from the 4.79% posted for the fourth quarter of 2009.  The yield on average loans was 6.27% for the first

 

4



 

quarter of 2010 compared to 6.29% for the prior quarter.  Net reversals of interest income on nonaccrual loans negatively impacted the first quarter’s net interest margin and loan yield by 7 basis points.  The cost of interest bearing deposits declined 5 basis points to 1.01% and all-in deposit cost declined 4 basis points to 0.68%; such declines resulted from rate reductions on money market deposits, downward repricing of higher-rate acquired deposits, and higher average demand deposits.

 

NONINTEREST INCOME

 

Noninterest income for the first quarter of 2010 totaled $21.3 million compared to $21.8 million for the fourth quarter of 2009.    First quarter noninterest income includes FDIC loss sharing income of $16.2 million compared to $16.3 million recorded in the prior quarter.  First quarter FDIC loss sharing income includes (a) $18.3 million representing the FDIC’s share of losses from credit deterioration on covered loans and covered OREO occurring subsequent to the Affinity acquisition date and (b) a $2.1 million reduction for other covered loan activity.  The loss sharing income represents the FDIC’s 80% share of the current period’s credit loss provision on covered loans and write-downs on covered OREO under the terms of the loss sharing agreement.

 

NONINTEREST EXPENSE

 

Noninterest expense totaled $50.6 million for the first quarter of 2010 compared to $45.2 million for the fourth quarter of 2009.  The $5.3 million increase was caused mostly by a $5.7 million increase in OREO costs.  The first quarter OREO expenses include carrying value write-downs of $10.5 million, holding costs of $1.1 million, and net realized gains on sales of $1.0 million.  The write-downs include $8.3 million on non-covered OREO and $2.2 million on covered OREO.  Compensation costs decreased $909,000 due to lower discretionary compensation accruals offset by higher restricted stock amortization expense.  Insurance and assessments increased $448,000 due to higher deposit insurance premiums that went into effect at the beginning of 2010.

 

Noninterest expense includes amortization of time-based and performance-based restricted stock, which is included in compensation, and intangible asset amortization.  Amortization of restricted stock totaled $2.3 million for the first quarter of 2010 compared to $1.9 million for the fourth quarter of 2009.  Intangible asset amortization totaled $2.4 million for both the first quarter of 2010 and the prior quarter.

 

TAXES

 

The effective tax benefit rate for the first quarter of 2010 was 42.1% compared to 44.3% for the fourth quarter of 2009.  The Company’s blended Federal and California statutory rate is 42.0%.

 

CREDIT QUALITY

 

Although we improved significantly various credit quality measures through both the classified loan sale and portfolio workout efforts, our loan portfolio, including both non-covered and covered loans, continues to experience pressure from adverse economic conditions in Southern California and other areas where our borrowers and collateral are located, and we expect such situation to continue during the remainder 2010.

 

5


 


 

Classified Loan Sale

 

On February 23, 2010 we sold 61 non-covered adversely classified loans totaling $323.6 million, which included $107.6 million of nonaccrual loans, to an institutional buyer for $200.6 million in cash.  The sale was on a servicing-released basis and without recourse to Pacific Western Bank.  The sale substantially reduced problem credits and improved credit quality measurements.  At March 31, 2010, non-covered nonaccrual loans totaled $99.9 million (down from $240.2 million at December 31, 2009) and the ratio of the allowance for credit losses to non-covered nonaccrual loans increased to 91.5% at March 31, 2010 from 51.8% at December 31, 2009.

 

Credit Loss Provisions

 

The first quarter provision for credit losses totaled $133.2 million and is composed of $112.5 million on the non-covered loan portfolio and $20.7 million on the covered loan portfolio.  The provision on the non-covered portfolio is generated by our methodology and reflects the charge-off from the classified loan sale and the levels of other net charge-offs and remaining classified loans.  The covered loan credit loss provision increases the covered loan allowance for credit losses and results from credit deterioration on covered loans since the acquisition date.

 

Net charge-offs on non-covered loans included $123 million related to the classified loan sale completed during the quarter and $22 million in other non-covered loan charge-offs; this compares to total net charge-offs of $31.2 million in the  fourth quarter of 2009.  These charge-off levels reflect the aggressive actions we are taking to promptly identify and resolve problem credits.

 

The allowance for credit losses on the non-covered portfolio totaled $91.4 million at March 31, 2010, and represented 2.81% of the non-covered loan balances at that date compared to 3.35% at December 31, 2009.  The lower coverage ratio of 2.81% reflects an improved credit risk profile with lower non-covered nonaccrual and adversely classified loans when compared to the December 31, 2009 profile.

 

Non-covered Nonaccrual Loans and Other Real Estate Owned

 

Non-covered nonperforming assets include non-covered nonaccrual loans and non-covered OREO and totaled $129.6 million at March 31, 2010 compared to $283.4 million at December 31, 2009. The ratio of non-covered nonperforming assets to non-covered loans and non-covered OREO decreased to 3.95% at March 31, 2010 from 7.56% at December 31, 2009.  The decrease in non-covered nonperforming assets is primarily due to (a) lower nonaccrual loans resulting from the classified loan sale and other reductions and (b) lower OREO from write-downs and sales.

 

6



 

The types and balances of non-covered loans included in the categories of nonaccrual and accruing loans past due between 30 and 89 days at March 31, 2010 and December 31, 2009 follow:

 

 

 

Nonaccrual loans (1)

 

Accruing and over
30 days past due
(1)

 

 

 

March 31, 2010

 

December 31, 2009

 

March  31,

 

December 31,

 

 

 

As a % of

 

 

 

As a % of

 

 

 

2010

 

2009

 

Loan category

 

loan category

 

Balance

 

loan category

 

Balance

 

Balance

 

Balance

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA 504

 

18.7

%

$

18,462

 

20.1

%

$

22,849

 

$

4,149

 

$

1,603

 

SBA 7(a) and Express (2)

 

20.9

%

7,543

 

28.5

%

12,026

 

1,000

 

1,487

 

Residential construction

 

6.8

%

2,957

 

16.3

%

17,018

 

 

 

Commercial real estate

 

1.6

%

29,979

 

4.2

%

88,483

 

4,630

 

1,109

 

Commercial construction

 

1.4

%

2,125

 

11.9

%

26,394

 

1,997

 

1,032

 

Commercial

 

1.3

%

8,635

 

0.8

%

6,052

 

1,800

 

2,592

 

Commercial land

 

0.0

%

 

15.6

%

9,113

 

 

 

Residential other

 

1.8

%

1,725

 

16.3

%

19,127

 

393

 

178

 

Residential land

 

54.4

%

24,966

 

68.2

%

37,104

 

 

 

Residential multifamily

 

0.6

%

910

 

1.5

%

1,281

 

 

 

Other, including foreign

 

4.6

%

2,618

 

1.1

%

720

 

187

 

492

 

 

 

3.1

%

$

99,920

 

6.5

%

$

240,167

 

$

14,156

 

$

8,493

 

 


(1) Excludes covered loans acquired in the Affinity acquisition.

 

Nonaccrual loans declined $140.2 million during the first quarter.  Approximately $107.6 million of the decrease was due to the classified loans sale. The remaining net decrease of $32.6 million is composed of (a) additions of $18.1 million, (b) reductions, payoffs and returns to accrual status of $25.8 million, (c) foreclosures of $16.1 million, and (d) charge-offs of $8.8 million. The additions to nonaccrual loans include $5.0 million in SBA 504 loans, a $3.8 million real estate commercial loan secured by a hotel, $4.2 million in secured commercial loans and $2.0 million in other loans.  Reductions include an $11.6 million paydown on a residential loan secured by an 85 lot in-fill development south of Los Angeles and pay-downs of $5.6 million on commercial real estate and construction loans.  The reduction in nonaccrual loans due to foreclosures was mostly due to a $14.7 million loan secured by a golf course and luxury residences and land in Palm Desert; the golf course was sold during the quarter.

 

The most significant loans which have remained on nonaccrual status during the first quarter include a loan collateralized by land in Ventura, California totaling $22.0 million, two loans totaling $17.0 million secured by shopping malls and two loans totaling $4.7 million secured by hotels.

 

The details of non-covered OREO follow:

 

 

 

Balance as of

 

Property Type

 

March 31, 2010

 

December 31, 2009

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Improved residential land

 

$

5,189

 

$

7,514

 

Commercial real estate

 

21,158

 

28,478

 

Single family residences

 

3,296

 

7,263

 

Total

 

$

29,643

 

$

43,255

 

 

7



 

Our exposure to non-covered nonowner-occupied residential construction loans was reduced by $62.6 million during the first quarter to $100.9 million at March 31, 2010.  The reduction was due mostly to the classified loan sale.  The details of the non-covered nonowner-occupied residential construction loan portfolio as of the dates indicated follow:

 

 

 

As of March 31, 2010

 

As of December 31, 2009

 

Loan Category

 

Balance

 

Number of loans

 

Average loan balance

 

Balance

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Residential land acquisition and development

 

$

2,558

 

4

 

$

640

 

$

33,501

 

Residential nonowner-occupied single family

 

20,121

 

13

 

1,548

 

32,209

 

Unimproved residential land

 

57,640

 

29

 

1,988

 

58,948

 

Residential multifamily

 

20,576

 

5

 

4,115

 

38,825

 

 

 

$

100,895

 

51

 

$

1,978

 

$

163,483

 

 

Our largest non-covered loan portfolio concentration is the real estate mortgage category, which includes loans secured by commercial and residential real estate.  The following table presents our non-covered real estate mortgage loan portfolio as of the dates indicated.

 

Loan Category

 

At March 31, 2010

 

At December 31, 2009

 

 

 

(Dollars in thousand)

 

Commercial real estate mortgage

 

 

 

 

 

Owner-occupied

 

$

278,189

 

$

291,198

 

Retail

 

396,721

 

434,902

 

Office buildings

 

314,682

 

319,912

 

Industrial/warehouse

 

322,122

 

328,709

 

Hotels and other hospitality

 

176,295

 

262,556

 

Other

 

449,464

 

471,334

 

Total commercial real estate mortgage

 

1,937,473

 

2,108,611

 

 

 

 

 

 

 

Residential real estate mortgage:

 

 

 

 

 

Multi-family

 

73,416

 

98,137

 

Mixed use

 

89,794

 

90,119

 

Single family owner-occupied

 

73,539

 

84,400

 

Single family nonowner-occupied

 

23,073

 

42,445

 

Total residential real estate mortgage

 

259,822

 

315,101

 

Total real estate mortgage

 

$

2,197,295

 

$

2,423,712

 

 

Covered Loans and Other Real Estate Owned

 

As part of the Affinity acquisition that occurred on August 28, 2009, we entered into a loss sharing agreement with the FDIC that covers a substantial portion of losses incurred after the acquisition date on loans, other real estate owned and certain investment securities.  The carrying value of loans that would normally be considered nonaccrual except for the accounting requirements regarding purchased impaired loans and other real estate owned covered by the loss sharing agreement (“covered nonaccrual loans” and “covered OREO”; collectively, “covered nonperforming assets”) at March 31, 2010 follows:

 

8



 

Covered Nonperforming Assets

 

At March 31, 2010

 

 

 

(Dollars in thousands)

 

Covered nonaccrual loans

 

$

157,325

 

Covered OREO

 

25,403

 

Total covered nonperforming assets

 

$

182,728

 

 

REGULATORY CAPITAL MEASURES ARE ABOVE THE WELL-CAPITALIZED MINIMUMS

 

PacWest and its wholly-owned banking subsidiary, Pacific Western Bank, each remained well capitalized at March 31, 2010 as shown in the following table.

 

 

 

Minimum
Regulatory
Requirements

 

Actual

 

 

 

Well
Capitalized

 

Pacific
Western

 

Company
Consolidated

 

Tier 1 leverage capital ratio

 

5.00

%

9.97

%

10.47

%

Tier 1 risk-based capital ratio

 

6.00

%

13.70

%

14.33

%

Total risk-based capital

 

10.00

%

14.98

%

15.60

%

Tangible common equity (TCE) ratio

 

 

10.25

%

8.58

%

 

COMMON STOCK

 

On December 22, 2009, PacWest Bancorp filed a registration statement with the SEC to offer to sell, from time to time, shares of common stock, preferred stock, and other equity linked securities for an aggregate initial offering price of up to $350.0 million. The registration statement was declared effective on January 8, 2010. Proceeds from the offering are anticipated to be used to fund future acquisitions of banks and financial institutions and for general corporate purposes.

 

On March 1, 2010 holders of 1,348,040 warrants to acquire PacWest Bancorp common stock exercised such warrants for net proceeds of $26.6 million.  The warrants, which had a strike price of $20.20 per share, represented 99% of the 1,361,656 six-month warrants issued in August 2009.  An additional 1,361,657 million warrants issued in August 2009 with a strike price of $20.20 remain outstanding, of which 1,348,040 expire on August 27, 2010 and 13,617 expire on August 30, 2010.

 

ABOUT PACWEST BANCORP

 

PacWest Bancorp is a bank holding company with $5.2 billion in assets as of March 31, 2010, with one wholly-owned banking subsidiary, Pacific Western Bank. Through 68 full-service community banking branches, Pacific Western provides commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Pacific Western’s branches are located in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Francisco, San Mateo and Ventura Counties.  Through its subsidiary BFI Business Finance and its division First Community Financial, Pacific Western also provides working capital financing to growing companies located throughout the Southwest, primarily in the states of Arizona, California and Texas. Additional information regarding PacWest Bancorp is available on the Internet at www.pacwestbancorp.com.  Information regarding Pacific Western Bank is also available on the Internet at www.pacificwesternbank.com.

 

9



 

FORWARD-LOOKING STATEMENTS

 

This press release contains certain forward-looking information about PacWest that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to: lower than expected revenues; credit quality deterioration or a pronounced and sustained reduction in real estate values could cause an increase in the allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the Company’s ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all; settlements with the FDIC related to our loss-sharing arrangement and other adjustments related to the Affinity Bank acquisition; 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 war in Iraq and Afghanistan; legislative or regulatory requirements or changes adversely affecting the Company’s business; and changes in the securities markets; regulatory approvals for any capital activities cannot be obtained on the terms expected or on the anticipated schedule; and, other risks that are described in PacWest’s public filings with the U.S. Securities and Exchange Commission (the “SEC”). If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, PacWest’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. PacWest assumes no obligation to update such forward-looking statements.

 

For a more complete discussion of risks and uncertainties, investors and security holders are urged to read PacWest Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by PacWest with the SEC.  The documents filed by PacWest with the SEC may be obtained at PacWest Bancorp’s website at www.pacwestbancorp.com or at the SEC’s website at www.sec.gov.  These documents may also be obtained free of charge from PacWest by directing a request to: PacWest Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821.  Attention: Investor Relations. Telephone 714-671-6800.

 

10



 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

December 31,

 

 

 

2010

 

2009

 

 

 

(In thousands, except share data)

 

Assets:

 

 

 

 

 

Cash and due from banks

 

$

87,510

 

$

93,915

 

Total cash and cash equivalents

 

87,510

 

93,915

 

 

 

 

 

 

 

Interest-bearing deposits in financial institutions

 

431,211

 

117,133

 

 

 

 

 

 

 

Federal Home Loan Bank stock, at cost

 

50,429

 

50,429

 

Non-covered securities available-for-sale, at estimated fair value

 

388,180

 

371,575

 

Covered securities available-for-sale, at estimated fair value

 

51,061

 

52,125

 

Total securities

 

489,670

 

474,129

 

 

 

 

 

 

 

Non-covered loans, net of unearned income

 

3,253,834

 

3,707,383

 

Allowance for loan losses

 

(86,163

)

(118,717

)

Non-covered loans, net

 

3,167,671

 

3,588,666

 

Covered loans, net

 

591,669

 

621,686

 

Total loans

 

3,759,340

 

4,210,352

 

 

 

 

 

 

 

Premises and equipment

 

22,050

 

22,546

 

 

 

 

 

 

 

Non-covered other real estate owned, net

 

29,643

 

43,255

 

Covered other real estate owned, net

 

25,403

 

27,688

 

Total other real estate owned

 

55,046

 

70,943

 

 

 

 

 

 

 

Intangible assets

 

30,872

 

33,296

 

Cash surrender value of life insurance

 

66,547

 

66,149

 

FDIC loss sharing asset

 

87,140

 

112,817

 

Other assets

 

173,831

 

122,799

 

Total assets

 

$

5,203,217

 

$

5,324,079

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

Liabilities:

 

 

 

 

 

Noninterest-bearing deposits

 

$

1,388,646

 

$

1,302,974

 

Interest-bearing deposits

 

2,765,591

 

2,791,595

 

Total deposits

 

4,154,237

 

4,094,569

 

 

 

 

 

 

 

Accrued interest payable and other liabilities

 

37,836

 

50,176

 

Borrowings

 

406,550

 

542,763

 

Subordinated debentures

 

129,750

 

129,798

 

Total liabilities

 

4,728,373

 

4,817,306

 

 

 

 

 

 

 

Stockholders’ Equity

 

474,844

 

506,773

 

Total Liabilities and Stockholders’ Equity

 

$

5,203,217

 

$

5,324,079

 

 

 

 

 

 

 

Shares outstanding (including 1,424,574 shares at March 31, 2010 and 1,095,417 shares at December 31, 2009, underlying unvested stock awards)

 

36,730,809

 

35,015,322

 

 

 

 

 

 

 

Tangible book value per share

 

$

12.09

 

$

13.52

 

Book value per share

 

$

12.93

 

$

14.47

 

 

11



 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

 

 

 

Quarters Ended

 

 

 

3/31/10

 

12/31/09

 

3/31/09

 

 

 

(In thousands, except per share data)

 

Interest income:

 

 

 

 

 

 

 

Interest and fees on loans

 

$

63,745

 

$

70,331

 

$

61,847

 

Interest on time deposits in other financial institutions

 

129

 

197

 

61

 

Interest on investment securities

 

5,121

 

5,041

 

1,546

 

Total interest income

 

68,995

 

75,569

 

63,454

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

Interest expense on deposits

 

6,889

 

7,475

 

9,320

 

Interest expense on borrowings

 

2,668

 

4,300

 

3,582

 

Interest expense on subordinated debentures

 

1,415

 

1,467

 

1,779

 

Total interest expense

 

10,972

 

13,242

 

14,681

 

Net interest income before provision for credit losses

 

58,023

 

62,327

 

48,773

 

Provision for credit losses:

 

 

 

 

 

 

 

Non-covered loans

 

112,527

 

34,900

 

14,000

 

Covered loans

 

20,700

 

18,000

 

 

Total provision for credit losses

 

133,227

 

52,900

 

14,000

 

Net interest income (loss) after provision for credit losses

 

(75,204

)

9,427

 

34,773

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

Service charges on deposit accounts

 

2,729

 

2,890

 

3,149

 

Other commissions and fees

 

1,790

 

1,799

 

1,685

 

Increase in cash surrender value of life insurance

 

398

 

375

 

439

 

FDIC loss sharing income, net

 

16,172

 

16,314

 

 

Other income

 

180

 

450

 

808

 

Total noninterest income

 

21,269

 

21,828

 

6,081

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

Compensation

 

19,411

 

20,320

 

19,331

 

Occupancy

 

6,958

 

7,100

 

6,386

 

Data processing

 

1,969

 

1,831

 

1,628

 

Other professional services

 

1,998

 

2,047

 

1,524

 

Business development

 

667

 

663

 

725

 

Communications

 

804

 

789

 

693

 

Insurance and assessments

 

2,274

 

1,826

 

1,598

 

Other real estate owned, net

 

10,610

 

4,953

 

997

 

Intangible asset amortization

 

2,424

 

2,355

 

2,247

 

Reorganization and lease charges

 

 

 

1,215

 

Other

 

3,455

 

3,329

 

2,625

 

Total noninterest expense

 

50,570

 

45,213

 

38,969

 

(Loss) earnings before income taxes

 

(104,505

)

(13,958

)

1,885

 

Income taxes

 

(43,972

)

(6,178

)

440

 

Net (loss) earnings

 

$

(60,533

)

$

(7,780

)

$

1,445

 

 

 

 

 

 

 

 

 

Per share information

 

 

 

 

 

 

 

Basic (loss) earnings per share

 

$

(1.76

)

$

(0.23

)

$

0.04

 

Diluted (loss) earnings per share

 

$

(1.76

)

$

(0.23

)

$

0.04

 

 

12



 

UNAUDITED AVERAGE BALANCE SHEETS

 

 

 

Quarters Ended

 

 

 

3/31/10

 

12/31/09

 

3/31/09

 

 

 

(Dollars in thousands)

 

Average Assets:

 

 

 

 

 

 

 

Loans, net of unearned income

 

$

4,122,853

 

$

4,439,586

 

$

3,938,322

 

Investment securities

 

469,732

 

421,647

 

165,333

 

Federal funds sold

 

 

279

 

260

 

Interest-bearing deposits in financial institutions

 

206,887

 

298,073

 

92,271

 

Average earning assets

 

4,799,472

 

5,159,585

 

4,196,186

 

Other assets

 

418,517

 

373,570

 

284,628

 

Average total assets

 

$

5,217,989

 

$

5,533,155

 

$

4,480,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

Average liabilities

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

1,332,862

 

$

1,318,819

 

$

1,163,059

 

 

 

 

 

 

 

 

 

Interest checking

 

434,446

 

438,242

 

349,908

 

Money market accounts

 

1,166,688

 

1,188,939

 

841,410

 

Savings

 

110,564

 

111,374

 

123,005

 

Time deposits

 

1,045,417

 

1,064,596

 

899,666

 

Interest-bearing deposits

 

2,757,115

 

2,803,151

 

2,213,989

 

Average deposits

 

4,089,977

 

4,121,970

 

3,377,048

 

Subordinated debentures

 

129,780

 

129,829

 

129,975

 

Borrowings

 

445,754

 

706,013

 

451,608

 

Other liabilities

 

46,756

 

52,846

 

61,882

 

Average liabilities

 

4,712,267

 

5,010,658

 

4,020,513

 

Average equity

 

505,722

 

522,497

 

460,301

 

Average liabilities and stockholders’ equity

 

$

5,217,989

 

$

5,533,155

 

$

4,480,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yield Analysis:

 

 

 

 

 

 

 

Average earning assets

 

$

4,799,472

 

$

5,159,585

 

$

4,196,186

 

Yield

 

5.83

%

5.81

%

6.13

%

Average interest-bearing deposits

 

$

2,757,115

 

$

2,803,151

 

$

2,213,989

 

Cost

 

1.01

%

1.06

%

1.71

%

Average deposits

 

$

4,089,977

 

$

4,121,970

 

$

3,377,048

 

Cost

 

0.68

%

0.72

%

1.12

%

Average interest-bearing liabilities

 

$

3,332,649

 

$

3,638,993

 

$

2,795,572

 

Cost

 

1.34

%

1.44

%

2.13

%

Average subordinated debentures

 

$

129,780

 

$

129,829

 

$

129,975

 

Cost

 

4.42

%

4.48

%

5.55

%

Average borrowings

 

$

445,754

 

$

706,013

 

$

451,608

 

Cost

 

2.43

%

2.42

%

3.22

%

Average interest sensitive liabilities

 

$

4,665,511

 

$

4,957,812

 

$

3,958,631

 

Cost

 

0.95

%

1.06

%

1.50

%

 

 

 

 

 

 

 

 

Interest spread

 

4.49

%

4.37

%

4.00

%

Net interest margin

 

4.90

%

4.79

%

4.71

%

 

13



 

DEPOSITS (unaudited)

 

 

 

As of the Dates Indicated

 

 

 

3/31/10

 

12/31/09

 

3/31/09

 

 

 

(Dollars in thousands)

 

Transaction accounts:

 

 

 

 

 

 

 

Demand deposits

 

$

1,388,646

 

$

1,302,974

 

$

1,223,884

 

Interest checking

 

436,570

 

439,694

 

359,551

 

Total transaction accounts

 

1,825,216

 

1,742,668

 

1,583,435

 

Non-transaction accounts:

 

 

 

 

 

 

 

Money market

 

1,171,565

 

1,171,386

 

890,558

 

Savings

 

112,720

 

108,569

 

116,550

 

Time deposits under $100,000

 

468,356

 

505,130

 

400,084

 

Time deposits over $100,000

 

576,380

 

566,816

 

410,189

 

Total non-transaction accounts

 

2,329,021

 

2,351,901

 

1,817,381

 

Total deposits

 

$

4,154,237

 

$

4,094,569

 

$

3,400,816

 

 

 

 

 

 

 

 

 

Core deposits (1)

 

$

3,109,501

 

$

3,022,623

 

$

2,590,543

 

 


(1) Includes noninterest-bearing demand, interest checking, savings and money market deposits.

 

LOAN CONCENTRATION (unaudited)

Non-covered Loans

 

 

 

As of the Dates Indicated

 

 

 

3/31/10

 

12/31/09

 

9/30/09

 

6/30/09

 

3/31/09

 

 

 

(Dollars in thousands)

 

Loan Category:

 

 

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

720,105

 

$

781,003

 

$

774,755

 

$

776,060

 

$

779,971

 

Real estate-construction

 

284,274

 

440,286

 

480,119

 

544,889

 

583,709

 

Commercial real estate-mortgage

 

2,197,295

 

2,423,712

 

2,500,520

 

2,511,292

 

2,482,790

 

Consumer

 

28,804

 

32,138

 

33,011

 

35,150

 

38,615

 

Foreign:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

26,736

 

34,524

 

38,964

 

42,672

 

44,955

 

Other

 

1,675

 

1,719

 

1,763

 

1,722

 

2,126

 

Total gross loans

 

$

3,258,889

 

$

3,713,382

 

$

3,829,132

 

$

3,911,785

 

$

3,932,166

 

 

14



 

COMPONENTS OF ALLOWANCE FOR CREDIT LOSSES,

NONPERFORMING ASSETS AND CREDIT QUALITY

MEASURES FOR NON-COVERED LOANS (Unaudited)

 

 

 

As of the Dates Indicated

 

 

 

3/31/10

 

12/31/09

 

3/31/09

 

 

 

(Dollars in thousands)

 

ALLOWANCE FOR CREDIT LOSSES (1):

 

 

 

 

 

 

 

Allowance for loan losses

 

$

86,163

 

$

118,717

 

$

71,361

 

Reserve for unfunded loan commitments

 

5,216

 

5,561

 

5,271

 

Allowance for credit losses

 

$

91,379

 

$

124,278

 

$

76,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONPERFORMING ASSETS (2):

 

 

 

 

 

 

 

Nonaccrual loans

 

$

99,920

 

$

240,167

 

$

138,497

 

Other real estate owned

 

29,643

 

43,255

 

47,673

 

Total nonperforming assets

 

$

129,563

 

$

283,422

 

$

186,170

 

 

 

 

 

 

 

 

 

Restructured performing loans

 

$

68,127

 

$

181,454

 

$

35,300

 

 

 

 

 

 

 

 

 

Allowance for credit losses to loans, net of unearned income

 

2.81

%

3.35

%

1.95

%

Allowance for credit losses to nonaccrual loans

 

91.45

%

51.75

%

55.33

%

Nonperforming assets to total loans and other real estate owned

 

3.95

%

7.56

%

4.69

%

Nonaccrual loans to total loans

 

3.07

%

6.48

%

3.53

%

 


(1) Applies to non-covered loans.

(2) Excludes covered nonperforming assets acquired in the Affinity acquisition.

 

15



 

ALLOWANCE FOR CREDIT LOSSES ROLLFORWARD AND NET CHARGE-OFF
MEASUREMENT FOR NON-COVERED LOANS
(1) (unaudited)

 

 

 

As of or for the:

 

 

 

Quarter Ended

 

Year Ended

 

Quarter Ended

 

 

 

3/31/10

 

12/31/09

 

3/31/09

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

124,278

 

$

68,790

 

$

68,790

 

Loans charged-off:

 

 

 

 

 

 

 

Commercial

 

(8,139

)

(11,982

)

(1,881

)

Real estate-construction

 

(55,741

)

(28,542

)

(1,572

)

Real estate-mortgage

 

(82,849

)

(46,047

)

(2,738

)

Consumer

 

(58

)

(1,180

)

(216

)

Foreign

 

 

(368

)

(368

)

Total loans charged-off

 

(146,787

)

(88,119

)

(6,775

)

 

 

 

 

 

 

 

 

Recoveries on loans charged-off:

 

 

 

 

 

 

 

Commercial

 

488

 

548

 

303

 

Real estate-construction

 

681

 

461

 

 

Real estate-mortgage

 

180

 

503

 

190

 

Consumer

 

12

 

151

 

110

 

Foreign

 

 

44

 

14

 

Total recoveries on loans charged-off

 

1,361

 

1,707

 

617

 

Net charge-offs

 

(145,426

)

(86,412

)

(6,158

)

Provision for credit losses

 

112,527

 

141,900

 

14,000

 

Balance at end of period

 

$

91,379

 

$

124,278

 

$

76,632

 

 

 

 

 

 

 

 

 

Net charge-offs excluding charge-offs from classified loan sale

 

$

(21,721

)

$

 

$

 

 

 

 

 

 

 

 

 

Annualized net charge-offs to average loans

 

16.81

%

2.22

%

0.63

%

Annualized net charge-offs excluding charge-offs from classified loan sale to average loans

 

2.51

%

2.22

%

0.63

%

 


(1) Applies only to non-covered loans.

 

This press release contains certain non-GAAP financial disclosures for tangible capital.  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.  Because the use of tangible capital amounts and ratios is becoming more prevalent among banking regulators, investors and analysts, we disclose our tangible capital ratios in addition to equity-to-assets ratios.

 

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 United States generally accepted accounting principles (GAAP).  The following table presents performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measurements to the GAAP financial measurements.

 

16



 

Non GAAP Measurements (Unaudited)

 

 

 

As of the dates indicated:

 

Dollars in thousands

 

03/31/10

 

12/31/09

 

03/31/09

 

 

 

 

 

 

 

 

 

End of period assets

 

$

5,203,217

 

$

5,324,079

 

$

4,496,070

 

Intangibles

 

30,872

 

33,296

 

37,675

 

End of period tangible assets

 

$

5,172,345

 

$

5,290,783

 

$

4,458,395

 

 

 

 

 

 

 

 

 

End of period equity

 

$

474,844

 

$

506,773

 

$

469,006

 

Intangibles

 

30,872

 

33,296

 

37,675

 

End of period tangible equity

 

$

443,972

 

$

473,477

 

$

431,331

 

 

 

 

 

 

 

 

 

Equity to assets ratio

 

9.13

%

9.52

%

10.43

%

Tangible common equity ratio

 

8.58

%

8.95

%

9.67

%

 

 

 

 

 

 

 

 

Pacific Western Bank

 

 

 

 

 

 

 

End of period assets

 

$

5,192,003

 

$

5,313,750

 

$

4,486,793

 

Intangibles

 

30,872

 

33,296

 

37,675

 

End of period tangible assets

 

$

5,161,131

 

$

5,280,454

 

$

4,449,118

 

 

 

 

 

 

 

 

 

End of period equity

 

$

559,909

 

$

585,940

 

$

506,694

 

Intangibles

 

30,872

 

33,296

 

37,675

 

End of period tangible equity

 

$

529,037

 

$

552,644

 

$

469,019

 

 

 

 

 

 

 

 

 

Equity-to-assets

 

10.78

%

11.03

%

11.29

%

Tangible common equity ratio

 

10.25

%

10.47

%

10.54

%

 

Contact information:

Matt Wagner, Chief Executive Officer, (310) 728-1020

Vic Santoro, Executive Vice President and CFO, (310) 728-1021

 

17


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