UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):

November 20, 2013

 


 

WILSHIRE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 


 

California

 

000-50923

 

20-0711133

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

3200 Wilshire Boulevard, Los Angeles,
California 90010

(Address of principal executive offices) (Zip Code)

 

(213) 387-3200

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 


 

 

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

 

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

 

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

 

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

 

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

 



 

Explanatory Note:  This Amendment on Form 8-K/A amends the Current Report on Form 8-K (the “Original 8-K”) filed by Wilshire Bancorp, Inc. (the “Company”) on November 20, 2013, reporting under Item 2.01 the completion of its previously announced merger (the “Merger”) with Saehan Bancorp (“Saehan”), pursuant to an Agreement and Plan of Merger and Reorganization, dated as of July 15, 2013 between the Company, WS Merger Acquisition Corp., a wholly-owned subsidiary of the Company, and Saehan.  Under Item 9.01 of the Original 8-K, the Company stated that (a) the financial statements of the business acquired will be filed by amendment no later than 71 days following the date of the Original 8-K, and (b) pro forma financial information will be filed by amendment to this Report no later than 71 days following the date of the Original 8-K.

 

ITEM 9.01                         FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)                               The audited consolidated financial statements of Saehan for the fiscal years ended December 31, 2012 and December 31, 2011 are incorporated herein by reference to the Registration Statement on Form S-4 (No. 333-190971) filed with the U.S. Securities and Exchange Commission on September 3, 2013.

 

Unaudited selected financial information for Saehan as of and for the nine months ended September 30, 2013 and September 30, 2012 are filed as Exhibit 99.1 to this Form 8-K/A.

 

(b)                              The following unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to the acquisitions of BankAsiana and Saehan. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Wilshire, BankAsiana and Saehan as of September 30, 2013, and assumes that the proposed BankAsiana and Saehan acquisitions were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations for the nine month period ended September 30, 2013 give effect to the completed acquisitions of BankAsiana and Saehan, as if all such transactions had been completed as of January 1, 2013.

 

The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The unaudited pro forma combined condensed consolidated financial information also does not consider any potential impacts of current market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors.

 



 

SELECTED HISTORICAL FINANCIAL DATA OF SAEHAN

 

The following table presents selected historical financial information, including share and per share information as described below. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the entire year.

 

(In thousands of dollars except share and per share data)

 

 

 

As of and For the Nine Months Ended

 

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

 

Income Statement:

 

 

 

 

 

Interest income

 

$

15,782

 

$

16,278

 

Interest expense

 

3,317

 

4,827

 

Net interest income before provision for credit losses

 

12,465

 

11,451

 

Provision for credit losses

 

-

 

-

 

Noninterest income

 

4,233

 

5,519

 

Noninterest expense

 

15,738

 

16,813

 

Income before provision for income taxes

 

960

 

157

 

Provision for income taxes

 

6

 

1

 

Net income

 

954

 

156

 

 

 

 

 

 

 

Share Data:

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Basic

 

$

0.004

 

$

0.000

 

Diluted

 

$

0.004

 

$

0.000

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

237,197,874

 

237,197,874

 

Diluted

 

237,220,491

 

237,221,149

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

 

Total assets

 

$

592,617

 

$

618,976

 

Investment securities

 

38,128

 

40,106

 

Loans, net

 

406,703

 

349,714

 

Total deposits

 

507,719

 

536,775

 

Total shareholders’ equity

 

58,645

 

58,441

 

 



 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

 

2012

 

Performance Ratios:

 

 

 

 

 

Return on average equity1

 

2.18%

 

0.36%

 

Return on average assets2

 

0.22%

 

0.03%

 

Net interest spread3

 

2.03%

 

1.73%

 

Net interest margin4

 

3.00%

 

2.57%

 

Efficiency ratio5

 

94.32%

 

99.64%

 

Net loans to total deposits at period end

 

82.33%

 

67.66%

 

Dividend payout ratio

 

0.00%

 

0.00%

 

 

 

 

 

 

 

Capital Ratios:

 

 

 

 

 

Tier I capital to adjusted total assets

 

13.68%

 

12.62%

 

Tier I capital to total risk-weighted assets

 

18.27%

 

19.99%

 

Total capital to total risk-weighted assets

 

19.60%

 

21.41%

 

 

 

 

 

 

 

Asset Quality Ratios:

 

 

 

 

 

Nonperforming loans to total loans6

 

1.56%

 

2.28%

 

Nonperforming assets to total loans and other real estate owned7

 

2.93%

 

2.78%

 

Net charge-offs to average total loans

 

0.41%

 

1.16%

 

Allowance for loan losses to total loans at period end

 

2.94%

 

3.85%

 

Allowance for loan losses to nonperforming loans

 

187.39%

 

168.22%

 

 


1              Annualized net income divided by average shareholders’ equity.

2              Annualized net income divided by average total assets.

3              Represents the annualized weighted average yield on interest-earning assets less the annualized weighted average cost of interest-bearing liabilities.

4              Represents annualized net interest income as a percentage of average interest-earning assets.

5              Represents the ratio of noninterest expense to the sum of net interest income before provision for credit losses and total noninterest income excluding securities gains and losses.

6              Nonperforming loans consist of nonaccrual loans, accruing loans past due 90 days or more and restructured loans.

7              Nonperforming assets consist of nonperforming loans (see footnote 6 above) and other real estate owned.

 



 

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

Unaudited pro forma combined condensed consolidated statement of financial condition

as of September 30, 2013

 

(In thousands of dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

BankAsiana Merger

 

 

Pro Forma

 

Saehan Merger

 

 

Combined

 

 

 

 

 

 

 

Pro Forma

 

 

Combined

 

 

 

Pro Forma

 

 

Wilshire,

 

 

 

Wilshire

 

BankAsiana

 

Merger

 

 

Wilshire &

 

Saehan

 

Merger

 

 

BankAsiana,

 

 

 

Historical

 

Historical

 

Adjustments

 

 

BankAsiana

 

Historical

 

Adjustments

 

 

& Saehan

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

92,896

 

$

9,200

 

$

(37,775)

 

a

$

64,321

 

$

14,243

 

$

(50,407)

 

n

$

28,157

 

Interest-bearing deposits, fed funds sold & CDs

 

55,005

 

7,530

 

-

 

 

62,535

 

117,909

 

-

 

 

180,444

 

Securities available for sale

 

325,724

 

9,814

 

14

 

b

335,552

 

38,128

 

-

 

 

373,680

 

Federal Home Loan Bank stock, at cost

 

13,280

 

672

 

-

 

 

13,952

 

2,326

 

-

 

 

16,278

 

Loans held for sale

 

56,065

 

-

 

-

 

 

56,065

 

976

 

-

 

 

57,041

 

Loans held for investment

 

2,196,085

 

176,635

 

(8,050)

 

c

2,364,670

 

418,005

 

(25,919)

 

o

2,756,756

 

Less: Allowance for loan losses

 

(52,397)

 

(3,577)

 

3,577

 

d

(52,397)

 

(12,278)

 

12,278

 

p

(52,397)

 

Net Loans

 

2,199,753

 

173,058

 

(4,473)

 

 

2,368,338

 

406,703

 

(13,641)

 

 

2,761,400

 

Servicing rights, net

 

11,573

 

815

 

363

 

e

12,751

 

1,972

 

812

 

q

15,535

 

Real estate owned, net

 

748

 

-

 

-

 

 

748

 

5,883

 

-

 

 

6,631

 

Premises and equipment, net

 

11,531

 

984

 

-

 

 

12,515

 

1,579

 

-

 

 

14,094

 

Bank owned life insurance investment

 

22,372

 

-

 

-

 

 

22,372

 

-

 

-

 

 

22,372

 

Deferred income tax asset, net

 

19,823

 

1,275

 

2,974

 

f

24,072

 

-

 

9,414

 

r

33,486

 

Goodwill

 

6,675

 

-

 

9,491

 

g

16,166

 

-

 

53,209

 

s

69,375

 

Other identifiable intangibles

 

827

 

-

 

725

 

h

1,552

 

-

 

3,845

 

t

5,397

 

Accrued interest receivable and other assets

 

72,308

 

1,140

 

(4)

 

i

73,444

 

3,874

 

(4,013)

 

u

73,305

 

Total assets

 

$

2,832,515

 

$

204,488

 

$

(28,685)

 

 

$

3,008,318

 

$

592,617

 

$

(781)

 

 

$

3,600,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

655,864

 

$

40,364

 

$

-

 

 

$

696,228

 

$

166,988

 

$

-

 

 

$

863,216

 

Interest-bearing

 

26,044

 

1,220

 

-

 

 

27,264

 

-

 

-

 

 

27,264

 

Money market accounts

 

580,833

 

36,546

 

-

 

 

617,379

 

180,195

 

-

 

 

797,574

 

Savings accounts

 

101,791

 

2,805

 

-

 

 

104,596

 

6,405

 

-

 

 

111,001

 

Certificates of deposits

 

889,085

 

81,524

 

669

 

j

971,278

 

154,131

 

645

 

v

1,126,054

 

Total deposits

 

2,253,617

 

162,459

 

669

 

 

2,416,745

 

507,719

 

645

 

 

2,925,109

 

Federal Home Loan Bank (FHLB) advances

 

120,000

 

10,000

 

357

 

k

130,357

 

-

 

-

 

 

130,357

 

Notes Payable, net

 

61,857

 

-

 

-

 

 

61,857

 

20,619

 

(10,945)

 

w

71,531

 

Reserve for loss reimbursements on sold loans

 

-

 

-

 

-

 

 

-

 

-

 

-

 

 

-

 

Accrued expenses and other liabilities

 

32,725

 

2,263

 

55

 

l

35,043

 

5,634

 

384

 

x

41,061

 

Total liabilities

 

2,468,199

 

174,722

 

1,081

 

 

2,644,002

 

533,972

 

(9,916)

 

 

3,168,058

 

Stockholders’ equity

 

364,316

 

29,766

 

(29,766)

 

m

364,316

 

58,645

 

9,135

 

y

432,096

 

Total liabilities and stockholders’ equity

 

$

2,832,515

 

$

204,488

 

$

(28,685)

 

 

$

3,008,318

 

$

592,617

 

$

(781)

 

 

$

3,600,154

 

 



 

Unaudited pro forma combined condensed consolidated statement of operations

For the nine month period ended September 30, 2013

 

(In thousands of dollars except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

BankAsiana Merger

 

 

Pro Forma

 

Saehan Merger

 

 

Combined

 

 

 

 

 

 

 

Pro Forma

 

 

Combined

 

 

 

Pro Forma

 

 

Wilshire,

 

 

 

Wilshire

 

BankAsiana

 

Merger

 

 

Wilshire &

 

Saehan

 

Merger

 

 

BankAsiana,

 

 

 

Historical

 

Historical

 

Adjustments

 

 

BankAsiana

 

Historical

 

Adjustments

 

 

& Saehan

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

 $

81,768

 

$

7,516

 

$

1,790

 

a

$

91,074

 

$

14,914

 

$

4,775

 

j

$

110,763

 

Securities and other

 

5,784

 

142

 

(3)

 

b

5,923

 

868

 

-

 

 

6,791

 

Total interest income

 

87,552

 

7,658

 

1,787

 

 

96,997

 

15,782

 

4,775

 

 

117,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

8,522

 

1,015

 

(376)

 

c

9,161

 

2,945

 

(866

)

k

11,240

 

Borrowings

 

1,028

 

163

 

(97)

 

d

1,094

 

372

 

165

 

l

1,631

 

Total interest expense

 

9,550

 

1,178

 

(473)

 

 

10,255

 

3,317

 

(701)

 

 

12,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income before provision for loan losses

 

78,002

 

6,480

 

2,260

 

 

86,742

 

12,465

 

5,476

 

 

104,683

 

Provision for loan losses

 

-

 

(492)

 

-

 

 

(492)

 

-

 

-

 

 

(492)

 

Net interest income after provision for loan losses

 

78,002

 

5,988

 

2,260

 

 

86,250

 

12,465

 

5,476

 

 

104,191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer service charges, fee and other

 

8,410

 

259

 

-

 

 

8,669

 

1,420

 

-

 

 

10,089

 

Loan servicing, net

 

3,866

 

51

 

-

 

 

3,917

 

513

 

-

 

 

4,430

 

Net gain on sale of loans and securities

 

9,450

 

1,263

 

-

 

 

10,713

 

1,413

 

-

 

 

12,126

 

Other

 

3,143

 

192

 

-

 

 

3,335

 

887

 

-

 

 

4,222

 

Total non-interest income

 

24,869

 

1,765

 

-

 

 

26,634

 

4,233

 

-

 

 

30,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

27,183

 

2,418

 

-

 

 

29,601

 

8,352

 

-

 

 

37,953

 

Occupancy and equipment expense

 

6,139

 

890

 

-

 

 

7,029

 

2,927

 

-

 

 

9,956

 

OREO expense

 

(157)

 

-

 

-

 

 

(157)

 

88

 

-

 

 

(69)

 

Amortization of core deposit intangibles

 

210

 

-

 

42

 

e

252

 

-

 

575

 

m

827

 

Other

 

18,828

 

2,108

 

(787)

 

f

20,149

 

4,371

 

(925)

 

n

23,595

 

Total non-interest expense

 

52,203

 

5,416

 

(745)

 

 

56,874

 

15,738

 

(350)

 

 

72,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

50,668

 

2,337

 

3,005

 

 

56,010

 

960

 

5,826

 

 

62,796

 

Income tax expense

 

16,206

 

1,007

 

990

 

g

18,203

 

6

 

1,919

 

o

20,128

 

Net income

 

34,462

 

1,330

 

2,015

 

 

37,807

 

954

 

3,907

 

 

42,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends and discount accretion

 

-

 

92

 

(92)

 

h

-

 

-

 

-

 

 

-

 

Net income available to common shareholders

 

 $

34,462

 

$

1,238

 

$

2,107

 

 

$

37,807

 

$

954

 

$

3,907

 

 

$

42,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 $

0.49

 

$

0.56

 

 

 

 

$

0.53

 

$

0.00

 

 

 

 

$

0.55

 

Diluted earnings per share

 

 $

0.48

 

$

0.50

 

 

 

 

$

0.53

 

$

0.00

 

 

 

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

70,992,117

 

2,200,000

 

(2,200,000)

 

i

70,992,117

 

237,197,874

 

(229,987,210)

 

p

78,202,781

 

Weighted average common shares outstanding - diluted

 

71,193,058

 

2,476,500

 

(2,476,500)

 

i

71,193,058

 

237,220,491

 

(230,009,827)

 

p

78,403,722

 

 



 

BASIS OF PRESENTATION

 

The unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical financial condition and results of operations of Wilshire resulting from the BankAsiana acquisition and Saehan acquisition under the acquisition method of accounting.  Under the acquisition method of accounting, the assets and liabilities of BankAsiana and Saehan were recorded by Wilshire at their respective fair values as of the date each transaction is completed.  The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Wilshire, BankAsiana and Saehan as of September 30, 2013, and assumes that the BankAsiana and Saehan mergers were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations for the nine month period ended September 30, 2013 and gives effect to the pending BankAsiana and Saehan mergers as if both transactions had been completed on January 1, 2013.

 

Since the transactions are recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for credit losses is carried over to Wilshire’s balance sheet.  In addition, certain nonrecurring costs associated with the pending BankAsiana and Saehan mergers such as potential severance, professional fees, legal fees and conversion-related expenditures are expensed as incurred and not reflected in the unaudited pro forma combined condensed consolidated statements of operations.

 

Wilshire expects to realize cost savings from the pending Saehan and BankAsiana mergers.  These cost savings are not reflected in the unaudited pro forma combined condensed consolidated financial information and there can be no assurance they will be achieved in the amount, manner or timing currently contemplated.

 

The following are notes to the Proforma Adjustments to the Balance Sheet:

 

a)

Adjustment for cash and cash equivalents

 

 

 

To reflect use of cash to purchase BankAsiana

 

$

(32,525)

 

To reflect use of cash to redeem BankAsiana’s CDCI preferred equity

 

(5,250)

 

Total cash outflow

 

$

(37,775)

 

 

 

 

b)

Adjustment to securities

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products.

 

$

14

 

 

 

 

c)

Adjustment to loans, net of unearned income

 

 

 

To reflect estimated fair value at merger date, calculated as a 4.6% discount to the BankAsiana loan balance. The adjustment to loans is related to credit, interest rates and other factors in the acquired loan portfolio.

 

$

(8,050)

 

In accordance with GAAP, subsequent to the effective date of the merger, Wilshire will record the fair value difference pertaining to the market rate differential into interest income over the remaining term of the loan portfolio.

 

 

 



 

 

 

 

 

d)

Adjustment to allowance for loan and lease losses

 

 

 

Since the acquired BankAsiana loans are recorded at fair value at the acquisition date, there is no carryover of the seller’s allowance for loan losses.

 

$

3,577

 

 

 

 

e)

Adjustment to servicing rights, net

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products.

 

$

363

 

 

 

 

f)

Adjustment to deferred income tax asset, net

 

 

 

To reflect tax effect on book fair value adjustments at merger date. This adjustment will turn as book fair value adjustments are accreted/amortized into income.

 

$

2,974

 

 

 

 

g)

Adjustment to goodwill

 

 

 

Represents the recognition of goodwill resulting from the difference between the net fair value of the acquired assets and assumed liabilities and the value of the consideration paid to BankAsiana shareholders. The excess of the value of the consideration paid over the fair value of net assets acquired was recorded as goodwill and can be summarized as follows :

 

 

 

 

 

 

 

Cash consideration to BankAsiana shareholders and option holders

 

$

32,525

 

Carrying value of BankAsiana net assets attributable to common shareholders at September 30, 2013 (excludes $5.25 million CDCI preferred stock)

 

$

24,516

 

 

 

 

 

Fair value adjustments (debit/credit):

 

 

 

Securities

 

$

14

 

Loans, net

 

(4,473)

 

Servicing rights

 

363

 

Core deposit intangible, net

 

725

 

Certificates of deposit

 

(669)

 

FHLB advances

 

(357)

 

Lease intangibles and deferred rent

 

(55)

 

Income tax receivables/payables adjustment

 

(4)

 

Deferred tax effect of adjustments

 

2,974

 

Total fair value adjustments

 

$

(1,482)

 

Fair Value of Acquired Assets on September 30, 2013

 

$

23,034

 

Excess of consideration paid over fair value of net assets acquired—(Goodwill)

 

$

9,491

 

 

 

 

h)

Adjustment to core deposit intangible, net

 

 

 

To record the estimated fair value of acquired identifiable intangible assets, calculated as 0.8% of BankAsiana’s core deposits. Core deposits were identified as the demand, savings, and money market accounts. The estimated 13 year life was validated through review of the core deposit intangible lives utilized by our industry peers.

 

$

725

 

 

 

 

i)

Adjustment to income tax receivables/payables

 

 

 

To reflect income tax receivables/payables from/to federal and state authorities as of the merger date.

 

$

(4)

 



 

j)

Adjustment to certificates of deposits

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average lives of the certificates of deposits.

 

$

669

 

 

 

 

k)

Adjustment to FHLB advances

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average life of the FHLB advances.

 

$

357

 

 

 

 

l)

Adjustment to other liabilities

 

 

 

To reflect estimated fair value of lease contracts at merger date based on current market rates for similar leases. This adjustment will be amortized into income over the life of the applicable lease contracts.

 

$

55

 

 

 

 

m)

Adjustment to Equity

 

 

 

To eliminate BankAsiana historical common equity

 

$

(24,516)

 

To reflect the repayment of BankAsiana’s CDCI preferred equity

 

(5,250)

 

 

 

$

(29,766)

n)

Adjustment for cash and cash equivalents

 

 

 

To reflect use of cash to purchase Saehan

 

$

(50,407)

 

 

 

 

o)

Adjustment to loans, net of unearned income

 

 

 

To reflect estimated fair value at merger date, calculated as a 6.2% discount to the Saehan loan balance. The adjustment to loans is related to credit, interest rates and other factors in the acquired loan portfolio.

 

$

(25,919)

 

In accordance with GAAP, subsequent to the effective date of the merger, Wilshire will record the fair value difference pertaining to the market rate differential into interest income over the remaining term of the loan portfolio,

 

 

 

 

 

 

p)

Adjustment to allowance for loan and lease losses

 

 

 

Since the acquired Saehan loans are recorded at fair value at the acquisition date, there is no carryover of the seller’s allowance for loan losses.

 

$

12,278

 

 

 

 

q)

Adjustment to servicing rights, net

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products.

 

$

812

 

 

 

 

r)

Adjustment to deferred income tax asset, net

 

 

 

Prior to the merger, the deferred tax asset was recorded at zero due to Saehan’s uncertainty regarding the realization of the deferred tax asset. This adjustment is to record the deferred tax asset from Saehan that the Company believes it can realize as of the merger date.

This adjustment also reflects tax effect on book fair value adjustments at merger date. This adjustment will turn as book fair value adjustments are accreted/ amortized into income.

 

$

9,414

 



 

s)

Adjustment to goodwill

 

 

 

Represents the recognition of goodwill resulting from the difference between the net fair value of the acquired assets and assumed liabilities and the value of the consideration paid to Saehan shareholders. The excess of the value of the consideration paid over the fair value of net assets acquired was recorded as goodwill and can be summarized as follows :

 

 

 

 

 

 

 

Wilshire shares issued to Saehan shareholders

 

7,210,664

 

Value of stock consideration paid to Saehan shareholders at acquisition ($9.40)

 

$

67,780

 

 

 

 

 

Cash consideration to Saehan shareholders and option holders

 

$

50,407

 

Total pro forma consideration paid

 

$

118,187

 

Carrying value of Saehan’s net assets attributable to common shareholders at September 30, 2013

 

$

58,645

 

 

 

 

 

Fair value adjustments (debit/credit):

 

 

 

Loans, net

 

$

(13,641)

 

Servicing rights

 

812

 

Core deposit intangible, net

 

3,845

 

Certificates of deposit

 

(645)

 

Trust preferreds

 

10,945

 

Lease intangibles

 

(384)

 

Income tax receivables/payables adjustment

 

(4,013)

 

Deferred tax effect of adjustments

 

9,414

 

Total fair value adjustments

 

$

6,333

 

Fair Value of Acquired Assets on September 30, 2013

 

$

64,978

 

Excess of consideration paid over fair value of net assets acquired—(Goodwill)

 

$

53,209

 

 

 

 

t)

Adjustment to core deposit intangible, net

 

 

 

To record the estimated fair value of acquired identifiable intangible assets, calculated as 1.01% of Saehan’s core deposits. Core deposits were identified as the demand, savings, and money market accounts. The estimated 9 year life was validated through review of the core deposit intangible lives utilized by our industry peers.

 

 

$3,845

 

 

 

 

u)

Adjustment to income tax receivables/payables

 

 

 

To reflect income tax receivables/payables from/to federal and state authorities as of the merger date.

 

$

(4,013)

 

 

 

 

v)

Adjustment to certificates of deposits

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average lives of the certificates of deposits.

 

$

645

 

 

 

 

w)

Adjustment to trust preferreds

 

 

 

To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the weighted average life of the trust preferreds.

 

$

(10,945)

 



 

x)

Adjustment to other liabilities

 

 

 

To reflect estimated fair value of lease contracts at merger date based on current market rates for similar leases. This adjustment will be amortized into income over the life of the applicable lease contracts.

 

$

384

 

 

 

 

y)

Adjustment to equity

 

 

 

To eliminate Saehan historical common equity

 

$

(58,645)

 

To reflect the issuance of Wilshire stock to Saehan shareholders

 

67,780

 

 

 

 

$9,135

 

 

The following are notes to the Proforma Adjustments to the Income Statement:

 

a)

Adjustment to loan interest income

 

 

 

To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of loans. This adjustment will be accreted into income over the weighted average lives of the loans.

 

$

1,790

 

 

 

 

b)

Adjustment to securities interest income

 

 

 

To reflect amortization of the securities premium resulting from the securities fair value pro forma adjustment based on weighted average remaining life. This adjustment will be amortized into income over the weighted average lives of the securities.

 

$

(3)

 

 

 

 

c)

Adjustment to deposit interest expense

 

 

 

To reflect amortization of time deposit premium resulting from the time deposit fair value pro forma adjustment based on weighted average life of time deposits.

 

$

(376)

 

 

 

 

d)

Adjustment to borrowings interest expense

 

 

 

To reflect amortization of a FHLB advances premium resulting from the advances fair value pro forma adjustment based on weighted average life of time of the FHLB advances.

 

$

(97)

 

 

 

 

e)

Adjustment to amortization of intangibles

 

 

 

To reflect amortization of acquired intangible assets based on amortization period of 13 years and using the straight line method of amortization.

 

$

42

 

 

 

 

f)

Adjustment to non-interest expense

 

 

 

To remove direct, incremental costs of the merger incurred by Wilshire and BankAsiana.

 

$

(745)

 

Amortization of unfavorable leasehold interests.

 

(42)

 

 

 

$

(787)

 

 

 

 

g)

Adjustment to income tax provision

 

 

 

To reflect the income tax effect of pro forma adjustments at Wilshire’s estimated effective tax rate of 32.93%.

 

$

990

 

 

 

 

h)

Adjustment to preferred dividend

 

 

 

To reflect the elimination of the BankAsiana preferred dividend associated with the repayment of BankAsiana’s CDCI preferred equity.

 

$

(92)

 



 

i)

Adjustment to weighted average number of common shares and diluted common shares

 

 

 

Shares issued by Wilshire to BankAsiana Shareholders

 

-

 

Removal of BankAsiana weighted average number of common shares

 

(2,200,000)

 

Adjustment to weighted average number of common shares

 

(2,200,000)

 

 

 

 

 

Shares issued by Wilshire to BankAsiana Shareholders

 

-

 

Removal of BankAsiana weighted average number of diluted common shares

 

(2,476,500)

 

Adjustment to weighted average number of diluted common shares

 

(2,476,500)

 

 

 

 

j)

Adjustment to loan interest income

 

 

 

To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of loans. This adjustment will be accreted into income over the weighted average lives of the loans.

 

$

4,775

 

 

 

 

k)

Adjustment to deposit interest expense

 

 

 

To reflect amortization of time deposit premium resulting from the time deposit fair value pro forma adjustment based on weighted average life of time deposits.

 

$

(866)

 

 

 

 

l)

Adjustment to trust preferred interest expense

 

 

 

To reflect amortization of a trust preferred discount resulting from the trust preferred fair value pro forma adjustment based on weighted average life of time trust preferred being twenty years.

 

$

165

 

 

 

 

m)

Adjustment to amortization of intangibles

 

 

 

To reflect accretion of acquired intangible assets based on amortization period of 9 years and using the straight line method of amortization.

 

$

575

 

 

 

 

n)

Adjustment to non-interest expense

 

 

 

To remove direct, incremental costs of the merger incurred by Wilshire and Saehan

 

$

(850)

 

Amortization of unfavorable leasehold interests.

 

(75)

 

 

 

$

(925)

 

 

 

 

o)

Adjustment to income tax provision

 

 

 

To reflect the income tax effect of pro forma adjustments at Wilshire’s estimated effective tax rate of 32.93%.

 

$

1,919

 

 

 

 

p)

Adjustment to weighted average number of common shares and diluted common shares

 

 

 

Shares issued by Wilshire to BankAsiana Shareholders

 

7,210,664

 

Removal of BankAsiana weighted average number of common shares

 

(237,197,874)

 

Adjustment to weighted average number of common shares

 

(229,987,210)

 

 

 

 

 

Shares issued by Wilshire to BankAsiana Shareholders

 

7,210,664

 

Removal of BankAsiana weighted average number of diluted common shares

 

(237,220,491)

 

Adjustment to weighted average number of diluted common shares

 

(230,009,827)

 



 

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

 

 

 

WILSHIRE BANCORP, INC.

 

 

 

 

 

Date: February 5, 2014

By:

/s/ Alex Ko

 

 

 

Alex Ko, Executive Vice President, Chief Financial Officer