Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009 or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File No. 00-30747
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A.
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FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
PacWest Bancorp 401(k) Plan
PacWest Bancorp
120 Wilshire Blvd.
Santa Monica, California 90401
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B.
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NAME OF THE ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
PacWest Bancorp
401 West "A" Street
San Diego, California 92101
Table of Contents
PacWest Bancorp 401(k) Plan
Index
All
other schedules are omitted because they are not required or applicable pursuant to the Employee Retirement Income Security Act of 1974 (ERISA) and Department of Labor regulations.
1
Table of Contents
Report of Independent Registered Public Accounting Firm
The
401K Committee
PacWest Bancorp 401(k) Plan
We
have audited the accompanying statements of net assets available for plan benefits of the PacWest Bancorp 401(k) Plan (the "Plan") as of December 31, 2009 and 2008, and the
related statement of changes in net assets available for plan benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements 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 audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits as of December 31, 2009 and 2008 and the changes in net
assets available for the plan benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year)
as of December 31, 2009 are presented for the purpose of additional analysis and are not required part of the basic 2009 financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act 1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, are fairly stated in all material respects when considered in
relation to the basic 2009 financial statements taken as a whole.
/s/
Squar, Milner, Peterson, Miranda & Williamson, LLP
Newport Beach, California
June 23, 2010
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Table of Contents
PacWest Bancorp 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008
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2009
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2008
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ASSETS:
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Investments at fair value:
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Cash and cash equivalents
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$
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3,931,272
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$
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3,230,389
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Mutual funds
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20,424,138
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13,624,367
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Common stock
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1,918,004
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2,002,761
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Participant loans
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687,904
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595,497
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Total investments
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26,961,318
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19,453,014
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Receivables:
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Employer contributions
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479,296
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989,727
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Participant contributions
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110,756
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103,089
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Total receivables
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590,052
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1,092,806
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Net assets available for benefits
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$
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27,551,370
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$
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20,545,820
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See
accompanying notes to financial statements.
3
Table of Contents
PacWest Bancorp 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2009
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Additions:
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Investment income:
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Interest and dividends
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$
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447,018
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Net appreciation in fair value of investments
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3,949,768
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Total investment income
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4,396,786
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Contributions:
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Employer
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456,957
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Participants
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3,470,255
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Total contributions
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3,927,212
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Total additions
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8,323,998
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Deductions:
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Benefits paid to participants
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1,299,278
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Deemed distribution of loans
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2,489
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Administrative expenses
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16,681
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Total deductions
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1,318,448
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Increase in net assets
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7,005,550
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Net assets available for benefits:
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Beginning of the year
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20,545,820
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End of the year
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$
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27,551,370
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See
accompanying notes to financial statements.
4
Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
(1) Description of the Plan
The following description of the PacWest Bancorp 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a complete description of
the Plan's provisions.
The Plan is a defined contribution plan which provides retirement benefits for eligible employees of PacWest Bancorp and its subsidiaries (the Company) that have
agreed to participate in the Plan. The Plan is administered by PacWest Bancorp (the Sponsoring Employer) who acts by and through its administrative committee, the 401(k) Committee. The 401(k)
Committee is presently comprised of seven officers of the Sponsoring Employer and Pacific Western Bank, a subsidiary of the Sponsoring Employer. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
In
2007, the Plan was amended to limit contributions into PacWest Bancorp common stock. The amendment limits contributions into PacWest Bancorp common stock to no more than 25% of either
the future contributions made or total participant account balance. No changes were made to any participant account if, on the date of the amendment, the participant that had balances in PacWest
Bancorp common stock in excess of the 25% limit, though future contributions were limited to no more than 25% of the total contribution. The amendment also imposes an exchange restriction that
prohibits exchanges into PacWest Bancorp common stock if a participant's balance in PacWest Bancorp common stock exceeds 25% of the participant's total account balance. PacWest Bancorp is aware that
certain transactions involving real time traded PacWest Bancorp common stock can bypass the 25% restriction.
In
2008, the Plan was renamed the PacWest Bancorp 401(k) Plan.
Employees of the Company who are at least 21 years of age are eligible to participate in the Plan beginning the first day of the month following their
hiring date. Participants can contribute, under a salary reduction agreement, up to 60% of their eligible compensation, as defined, but not to exceed the dollar amount allowed by law, which was
$16,500 for 2009 and $15,500 for 2008. The Company's Board of Directors determines the discretionary matching contribution on an annual basis. For the 2009 plan year, the matching contribution was
determined to be a maximum amount of 25% of the first 6% of covered compensation. Participants may also contribute amounts representing distributions (rollovers) from other tax favored plans, and
participants age 50 and over may make unmatched "catch-up" contributions up to $5,500 in accordance with Internal Revenue Code (IRC) regulations and limitations.
Participants
direct the investment of their contributions into various investment options offered by the Plan. Company contributions are invested at the participant's discretion in the
same manner as the salary reduction contributions.
Each participant account is credited with the participant's contributions, allocations of the Company's matching contribution and profit sharing contribution (if
any), and earnings or losses. Earnings of the various funds are allocated to the participant balances according to the ratio that a
5
Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements (Continued)
December 31, 2009 and 2008
(1) Description of the Plan (Continued)
participant's
account balance or shares held in a given fund bears to the total of all account balances or shares held in the fund.
Participant contributions are immediately fully vested. For the Company's matching contributions, participants who were hired before July 1, 2004 are
immediately fully vested in employer contributions as well. Participants who were hired after July 1, 2004 shall vest in matching contributions in accordance with the following schedule:
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Years of service
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Vested
percentage
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Less than 1 year
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%
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1
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20
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2
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40
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3
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60
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4
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80
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5
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100
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Any
nonvested amounts in a terminated participant's account will be forfeited in accordance with plan provisions. At December 31, 2009 and 2008, forfeited nonvested accounts
totaled $27,288 and $39,629, respectively.
A participant may receive a distribution of his or her entire vested accrued benefit only upon the participant's termination of employment. While employed, a
participant may receive a distribution of his or her rollover account and employee contribution deferrals for reason of financial hardship, in accordance with Plan provisions. Withdrawal of previously
contributed employee after-tax contributions is also permitted in accordance with Plan provisions.
For
distributions other than for financial hardship, the method of payment shall be based on the participant's election and may be made in one or a combination of the following methods:
a single lump sum; installments (if eligible as defined by the Plan); or direct transfer to an Individual Retirement Account (IRA) or tax favored plan that accepts the transfer. Distribution shall be
made in cash or in-kind, in accordance with the participant's election and Plan provisions.
Loans to participants may be made, in an amount not less than $1,000 and not to exceed the lesser of 50% of the participant's vested account balance or $50,000
reduced by the highest outstanding loan balance in the participant's account during the prior 12-month period. Participants may only have one loan outstanding at a time. Such loans are
collateralized by the participant's vested balance in the Plan and bear the prevailing interest rate used by lending institutions for loans made under similar circumstances. The terms of these loans
cannot exceed five years, except if the loan is used to purchase
6
Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements (Continued)
December 31, 2009 and 2008
(1) Description of the Plan (Continued)
the
principal residence of the participant in which case the loan term may be extended for up to a period of ten years. Principal and interest are paid ratably through payroll deductions.
(2) Significant Accounting Policies
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting
principles in the United States of America ("GAAP"). Investments are presented at fair value.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities in the statements of net assets available for benefits along with the additions and deductions presented in the statement of changes in net assets available for benefits, as well as
the disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
The Plan's investments in mutual funds, money market funds, and common stock are carried at fair value based on the published market quotations. The Plan's
investments in participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
Participant benefits are recorded when paid.
Administrative expenses of the Plan are paid by the Company, except for loan fees and maintenance fees for ex-employees, which are charged to the
applicable participant accounts. The Company is also a party in interest and the trustee charges fees for processing loan application transactions. The administrative fees paid by the Plan in 2009
totaled $16,681.
The Plan provides for various investment options in money market funds, mutual funds, common stocks, corporate debt, and government securities. Investment
securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably
possible that changes in the various risk factors, in the near term, could materially affect participants' account balances and the amounts reported in the financial statements.
7
Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements (Continued)
December 31, 2009 and 2008
(2) Significant Accounting Policies (Continued)
Investment in the common stock of PacWest Bancorp comprises approximately 7% and10% of the Plan's investments as of December 31, 2009 and 2008,
respectively. During 2007, the Plan was amended regarding the maximum amount any participant may have in PacWest Bancorp common stock. Generally, participants may not allocate more than 25% of their
contributions into PacWest Bancorp common stock.
(3) Investments
The following table presents the fair value of individual investments representing 5% or more of the Plan's net assets available for benefits as of December 31, 2009 and 2008:
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Investment
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2009
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2008
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Fidelity
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Contrafund
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$
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1,373,962
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$
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838,223
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*
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Fidelity
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Diversified International Fund
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1,807,380
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1,225,111
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Fidelity
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Freedom 2020 Fund
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1,607,611
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1,100,089
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Vanguard
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Total Bond Market Index Fund
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1,587,990
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Fidelity
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Retirement Money Market Portfolio
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3,931,272
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3,230,389
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PacWest Bancorp
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Common stock
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1,918,004
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2,002,761
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*
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Less
than 5% as of the respective year-end, presented for comparison purposes only.
During
the year ended December 31, 2009, the Plan's investments (including investments bought, sold and held during the year) appreciated as follows:
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Investment
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2009
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Mutual funds
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$
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4,319,673
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PacWest Bancorp common stock
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(369,905
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)
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Total
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$
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3,949,768
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4. Fair Value Measurements
On January 1, 2008, the Plan adopted a new accounting standard regarding disclosure of fair value measurements. This new standard establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or
liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not
active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The
following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the
valuation hierarchy.
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Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements (Continued)
December 31, 2009 and 2008
4. Fair Value Measurements (Continued)
Mutual funds
Mutual funds are valued at quoted market prices in an exchange and active markets, which represent the net asset values of shares held
by the Plan at year end, and are classified as Level 1 investments.
Participant loans
Participant loans are valued at their outstanding balances, which approximate fair value and are classified as Level 3.
Common Stock
Common stock held in participant-directed accounts are stated at the fair value as quoted on a recognized securities exchange and are
valued at the last reported sales price on the last business day of the Plan year and are classified as Level 1 investments.
The
following table set forth by level, within the fair value hierarchy, the Plan's assets at fair value at December 31, 2009:
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Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Total
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Cash and cash equivalents
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$
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3,931,272
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$
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$
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$
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3,931,272
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Mutual funds
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20,424,138
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20,424,138
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Common stock
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1,918,004
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1,918,004
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Participant loans
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687,904
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687,904
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Total assets at fair value
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$
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26,273,414
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$
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$
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687,904
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$
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26,961,318
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The
following table set forth by level, within the fair value hierarchy, the Plan's assets at fair value at December 31, 2008:
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Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Total
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Cash and cash equivalents
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$
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3,230,389
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$
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$
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$
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3,230,389
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Mutual funds
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13,624,367
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13,624,367
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Common stock
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2,002,761
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2,002,761
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Participant loans
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595,497
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595,497
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Total assets at fair value
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$
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18,857,517
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$
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$
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595,497
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$
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19,453,014
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9
Table of Contents
PacWest Bancorp 401(k) Plan
Notes to Financial Statements (Continued)
December 31, 2009 and 2008
4. Fair Value Measurements (Continued)