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

Date of Report (Date of earliest event reported):  July 27, 2015

WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-32550
88-0365922
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


One E. Washington Street, Phoenix, Arizona  85004
 (Address of principal executive offices)               (Zip Code)

(602) 389-3500
(Registrant's telephone number, including area code)

Not Applicable
(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:
⃞ 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))





ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 27, 2015, Western Alliance Bancorporation (the “Company”) issued a press release reporting results for the fiscal quarter ended June 30, 2015 and posted on its website its second quarter 2015 Earnings Conference Call Presentation, which contains certain additional historical and forward-looking information relating to the Company.  Copies of the press release and presentation slides are attached hereto as Exhibits 99.1 and 99.2, respectively.  
The information in this report (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1         Press Release dated July 27, 2015.
99.2         Second Quarter 2015 Earnings Conference Call dated July 27, 2015.





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.

 
WESTERN ALLIANCE BANCORPORATION
 
(Registrant)
 
 
 
 
 
 
 
/s/ Dale Gibbons
 
 
 
 
 
Dale Gibbons
 
 
Executive Vice President and
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
Date:
July 27, 2015
 








Western Alliance Reports Second Quarter 2015 Financial Performance
PHOENIX--(BUSINESS WIRE)--July 27, 2015--Western Alliance Bancorporation (NYSE:WAL) (the "Company") announced today its financial results for the second quarter 2015.
Net income of $34.7 million and earnings per share of $0.39

Operating net income of $43.5 million and earnings per share of $0.49, excluding merger charges, debt valuation adjustments, gains on other real estate1, and operating performance of Bridge Capital Holdings ("Bridge")

Bridge merger, completed on June 30, 2015, increased total assets, gross loans, and deposits by $2.20 billion, $1.45 billion, and $1.74 billion, respectively

Second Quarter 2015 Highlights:
Pre-tax, pre-provision operating earnings of $59.9 million, up from $54.5 million in the first quarter 2015, and up 26.3% from $47.4 million in the second quarter 20141 

Net operating revenue of $114.4 million, constituting year-over-year growth of 15.1%, or $15.0 million, compared to an increase in operating expenses of 4.9%, or $2.6 million1

Net interest margin of 4.41%, compared to 4.35% in the first quarter 2015, and 4.39% in the second quarter 2014

Efficiency ratio of 44.6%, compared to 46.7% in the first quarter 2015, and 49.3% in the second quarter 20141 

Total loans of $10.36 billion, including $1.45 billion acquired from Bridge and loans held for sale of $39 million, with organic loan growth for the quarter of $95 million and $515 million for the first six months of 2015

Total deposits of $11.41 billion, including $1.74 billion acquired from Bridge, and organic deposit growth flat during the second quarter and $734 million for the first six months of 2015

Nonperforming assets (nonaccrual loans and repossessed assets) decreased to 0.88% of total assets, from 1.11% at March 31, 2015, and from 1.23% at June 30, 2014

Net loan recoveries (annualized) to average loans outstanding of 0.13%, compared to 0.06% in the first quarter 2015, and 0.09% in the second quarter 2014

Qualifying debt of $208 million, an increase of $168 million from March 31, 2015 due to the issuance of $150 million in subordinated debt and $11 million in junior subordinated debt assumed in the Bridge merger

Common Equity Tier 1 ratio of 9.1% and Total Capital ratio of 12.2%, compared to 9.0% and 11.3%, respectively, at March 31, 2015 under Basel III federal regulatory standards, which became effective on January 1, 2015

Stockholders' equity of $1.51 billion, an increase of $463 million from March 31, 2015, including $431 million related to the Bridge acquisition, and an increase of $557 million from June 30, 2014

Tangible book value per share, net of tax, of $11.25, an increase of 4.9% from $10.72 at March 31, 2015, and an increase of 24.7% from $9.02 at June 30, 20141 



1



Financial Performance
“Once again, Western Alliance delivered strong performance with key metrics driving record operating earnings and efficiency in the second quarter,” commented Robert Sarver, Chief Executive Officer and Chairman of Western Alliance Bancorporation. “Our earnings power, as measured by pre-tax, pre-provision income was up $12.5 million, or 26.3%, from a year ago. Our operating efficiency, at under 45%, is among the best in the industry. We also experienced our sixth consecutive quarter of net loan recoveries."
Sarver continued, “We are very pleased to welcome our new colleagues from Bridge Bank. Bridge provides Western Alliance with a strong Northern California presence and impressive lending capabilities, particularly in the technology space, as well as new fee revenue and low-cost deposit generation opportunities. Combining these new opportunities with our existing performance momentum, we are confident that our combined company will continue to deliver superior results for our shareholders.”
Acquisition of Bridge Capital Holdings
Results include the acquisition of Bridge on June 30, 2015, which increased total assets, gross loans, and deposits by $2.20 billion, $1.45 billion, and $1.74 billion, respectively. However, the acquisition had no effect on the Company's results of operations, except for merger charges incurred related to the acquisition. Pursuant to accounting guidance, acquired net assets are recorded at estimated fair value as of the acquisition date. The estimated fair value of certain net assets are preliminary and are subject to measurement period adjustments. The results of operations from Bridge will be included in the Company's results beginning on July 1, 2015.
Income Statement
Net interest income was $108.7 million in the second quarter 2015, an increase of $5.6 million from $103.1 million in the first quarter 2015, and an increase of $14.8 million, or 15.8%, compared to the second quarter 2014. The Company’s net interest margin increased in the second quarter 2015 to 4.41%, compared to 4.35% in the first quarter 2015, and 4.39% in the second quarter 2014.
Operating non-interest income was $5.7 million for both the second and first quarters of 2015, compared to $5.5 million for the second quarter 2014.1 
Net operating revenue was $114.4 million for the second quarter 2015, compared to $108.8 million for the first quarter 2015, and an increase of $15.0 million compared to $99.4 million for the second quarter 2014.1 
Operating non-interest expense was $54.6 million for the second quarter 2015, compared to $54.2 million for the first quarter 2015, and $52.0 million for the second quarter 2014.1 The Company’s operating efficiency ratio1 on a tax equivalent basis was 44.6% for the second quarter 2015, an improvement from 46.7% for the first quarter 2015, and from 49.3% for the second quarter 2014.
The Company views its pre-tax, pre-provision operating earnings as a key metric for assessing the Company’s earnings power, which it defines as net operating revenue less operating non-interest expense. For the second quarter 2015, the Company’s pre-tax, pre-provision operating earnings were $59.9 million, up from $54.5 million in the first quarter 2015, and up 26.3% from $47.4 million in the second quarter 2014.1 
On June 29, 2015, Western Alliance Bank ("WAB"), the operating subsidiary of the Company, issued $150.0 million of subordinated debt at a fixed rate of 5.00% until July 15, 2020. After July 15, 2020 and through maturity or early redemption of the subordinated notes, the notes will bear interest at a floating rate of 3.20% above 90 day LIBOR. The subordinated debt is due July 15, 2025 and was recorded net of related issuance costs of $1.6 million. Given the pricing of 90 day LIBOR plus 3.20%, the Company reviewed the methodology for calculating the estimated fair value of its outstanding junior subordinated debt, which was priced at 30 day LIBOR plus 5.96% as of March 31, 2015 under fair value option accounting.  Considering the significantly lower spread of WAB’s newly issued subordinated debt, that the Company’s debt is junior in subordination, and that the debt was issued by the parent company rather than the insured depository, the Company adjusted the spread for valuation purposes to 30 day LIBOR plus 4.69%, which is between the 90 day LIBOR plus 3.20% rate achieved on the WAB subordinated debt and 30 day LIBOR plus 5.96% rate that was previously used.  This spread reduction resulted in a non-cash, non-recurring debt valuation loss of $7.7 million. This charge had no effect on regulatory capital.
The other significant non-operating items for the second quarter 2015 consisted of merger / restructure expense of $7.8 million incurred in connection with the acquisition of Bridge and a net gain on sales and valuations of repossessed and other assets of $1.2 million.
The Company had 1,411 full-time equivalent employees and 48 offices at June 30, 2015, compared to 1,112 employees and 39 offices at June 30, 2014.


2



Balance Sheet
Gross loans totaled $10.36 billion at June 30, 2015, including $1.45 billion acquired from Bridge and loans held for sale of $39 million, and organic loan growth of $515 million from December 31, 2014. At June 30, 2015, the allowance for credit losses was 1.11% of total loans, compared to 1.27% at March 31, 2015, and 1.40% at June 30, 2014, reflecting an improvement in the Company’s asset quality profile and historical losses. Consistent with GAAP, the allowance for credit losses on acquired loans is not carried over in an acquisition as acquired loans are recorded at fair value, which discounts the loans based on expected future cash flows. The allowance for credit losses as a percent of total loans, adjusted to include credit discounts on acquired loans, was 1.35% at June 30, 2015, compared to 1.45% at December 31, 2014.1 
The acquisition of Bridge added $260 million of goodwill and $15 million of core deposit intangible assets, which are preliminary amounts that are subject to measurement period adjustments over the next year. Goodwill was allocated to the Northern California and Central Business Lines segments based on the balances of loans and deposits as of June 30, 2015 and core deposit intangible assets were allocated to these segments based on core deposit balances. Total goodwill and core deposit intangible assets allocated to the Northern California and Central Business Lines segments were $155 million and $119 million, respectively, as of June 30, 2015.
Deposits totaled $11.41 billion at June 30, 2015, including $1.74 billion acquired from Bridge, and organic deposit growth of $734 million from December 31, 2014. Non-interest bearing deposits were $3.92 billion at June 30, 2015, compared to $2.66 billion at March 31, 2015, and $2.28 billion at June 30, 2014. Non-interest bearing deposits comprised 34.4% of total deposits at June 30, 2015, compared to 27.5% at March 31, 2015, and 26.9% at June 30, 2014. The increase in the proportion of the Company's non-interest bearing deposits was due to the Bridge acquisition as 68.3% of Bridge's deposits were non-interest bearing. The proportion of savings and money market accounts decreased to 41.5% from 42.6% at March 31, 2015, and from 42.9% at June 30, 2014. Certificates of deposit as a percentage of total deposits were 15.3% at June 30, 2015, compared to 20.2% at March 31, 2015, and 20.8% at June 30, 2014. The Company’s ratio of loans to deposits was 90.8% at June 30, 2015, compared to 91.3% at March 31, 2015, and 89.1% at June 30, 2014.
Borrowings totaled $70 million at June 30, 2015, a decrease of $206 million from $275 million at March 31, 2015, and a decrease of $268 million from $338 million at June 30, 2014. The decrease from the prior quarter is due to the payoff of FHLB advances, resulting in a loss on extinguishment of debt of $0.1 million. Qualifying debt increased to $208 million at June 30, 2015, from $41 million at March 31, 2015, primarily due to the issuance of $150 million of subordinated debt and $11 million in junior subordinated debt assumed from Bridge.
Stockholders’ equity at June 30, 2015 was $1.51 billion, compared to $1.05 billion at March 31, 2015, and $958 million at June 30, 2014. The merger with Bridge increased stockholders' equity by $431 million, primarily due to the issuance of 12.5 million shares of the Company's common stock.
At June 30, 2015, tangible common equity, net of tax, was 8.7% of tangible assets1 and total capital under Basel III federal regulatory standards was 12.2% of risk-weighted assets. The Company’s tangible book value per share1 was $11.25 at June 30, 2015, up 24.7% from June 30, 2014.
Total assets increased 19.7% to $13.47 billion at June 30, 2015, from $11.25 billion at March 31, 2015, and increased 34.4% from $10.02 billion at June 30, 2014. The increase in total assets was primarily related to the merger with Bridge, which increased total assets by $2.20 billion.
Asset Quality
There was no provision for credit losses for the second quarter 2015, compared to $0.7 million in the first quarter 2015, and $0.5 million for the second quarter 2014. Net loan recoveries in the second quarter 2015 were $3.0 million, or 0.13% of average loans (annualized), compared to $1.2 million, or 0.06%, in the first quarter 2015, respectively, and $1.5 million, or 0.09%, for the second quarter 2014, respectively.
Nonaccrual loans decreased $1.3 million to $59.4 million during the quarter, including Bridge. Loans past due 90 days and still accruing interest totaled $8.3 million at June 30, 2015, compared to $3.7 million at March 31, 2015, and $3.0 million at June 30, 2014. Loans past due 30-89 days and still accruing interest totaled $4.0 million at quarter end, a decrease from $14.1 million at March 31, 2015, and a decrease from $5.1 million at June 30, 2014.
As the Company’s asset quality improved and its capital increased, the ratio of classified assets to Tier I capital plus the allowance for credit losses, a common regulatory measure of asset quality, improved to 18.5% at June 30, 2015, from 20.3% at March 31, 2015, and from 24.5% at June 30, 2014.1 

3



Segment Highlights
The Company's reportable segments are aggregated primarily based on geographic location, services offered, and markets served. As a result of the acquisition of Bridge on June 30, 2015, former Bridge activities were allocated between the newly formed Northern California segment and the Central Business Lines ("CBL") segment. As a substantial portion of Bridge's balance sheet is generated from nationally-focused business lines, the Technology and Energy Infrastructure lines of Bridge's business are included in the CBL segment. Substantially all of the remaining assets and liabilities are included in the Northern California segment. The Southern California segment represents legacy Western Alliance operations in California, excluding two branches located in northern California, which are now included in the Northern California segment.
The Arizona, Nevada, Southern California, and Northern California segments provide full service banking and related services to their respective markets. The Company's CBL segment provides specialized banking services to niche markets and, as of June 30, 2015, includes the Technology and Energy Infrastructure operations of Bridge. These CBLs are managed centrally and are broader in geographic scope compared to our other segments, though still predominately located within our core market areas. The Corporate & Other segment consists of corporate-related items, income and expense items not allocated to our other reportable segments, and inter-segment eliminations.
Key management metrics for evaluating the performance of the Company's Arizona, Nevada, Southern California, Northern California, and CBL segments include loan and deposit growth, asset quality, and pre-tax income.
Arizona reported a gross loan balance of $2.43 billion at June 30, 2015, an increase of $91 million during the last six months, and an increase of $302 million during the last 12 months. Deposits were $2.37 billion at June 30, 2015, an increase of $192 million during the last six months, and an increase of $255 million during the last 12 months. Pre-tax income was $17.8 million and $17.3 million for the three months ended June 30, 2015 and 2014, respectively, and $33.6 million and $29.9 million for the six months ended June 30, 2015 and 2014, respectively.
Nevada reported a gross loan balance of $1.76 billion at June 30, 2015, an increase of $93 million during the last six months, and an increase of $79 million during the last 12 months. Deposits were $3.32 billion at June 30, 2015, an increase of $86 million during the last six months, and an increase of $129 million during the last 12 months. Pre-tax income was $20.5 million and $17.7 million for the three months ended June 30, 2015 and 2014, respectively, and $37.2 million and $34.2 million for the six months ended June 30, 2015 and 2014, respectively.
Southern California reported a gross loan balance of $1.66 billion at June 30, 2015, an increase of $107 million during the last six months, and an increase of $145 million during the last 12 months. Deposits were $1.95 billion at June 30, 2015, an increase of $202 million during the last six months, and an increase of $281 million during the last 12 months. Pre-tax income was $12.5 million and $12.6 million for the three months ended June 30, 2015 and 2014, respectively, and $24.4 million and $21.9 million for the six months ended June 30, 2015 and 2014, respectively.
Northern California reported a gross loan balance of $1.08 billion at June 30, 2015, an increase of $879 million during the last six months, and an increase of $898 million during the last 12 months. Deposits were $1.55 billion at June 30, 2015, an increase of $966 million during the last six months, and an increase of $1.16 billion during the last 12 months. Results of operations for Northern California includes the Company's two previously existing northern California branch operations and does not include the results of operations of Bridge. Pre-tax income was $2.8 million and $1.4 million for the three months ended June 30, 2015 and 2014, respectively, and $5.3 million and $2.5 million for the six months ended June 30, 2015 and 2014, respectively.
CBL, which includes the Technology and Energy Infrastructure operations of Bridge, reported a gross loan balance of $3.39 billion at June 30, 2015, an increase of $798 million during the last six months, and an increase of $1.44 billion during the last 12 months. Deposits were $1.95 billion at June 30, 2015, an increase of $999 million during the last six months, and an increase of $1.06 billion during the last 12 months. Pre-tax income was $14.0 million and $6.8 million for the three months ended June 30, 2015 and 2014, respectively, and $27.3 million and $12.1 million for the six months ended June 30, 2015 and 2014, respectively.
Attached to this press release is summarized financial information for the quarter ended June 30, 2015.

4



Conference Call and Webcast
Western Alliance Bancorporation will host a conference call and live webcast to discuss its second quarter 2015 financial results at 12:00 p.m. ET on Monday, July 27, 2015. Participants may access the call by dialing 1-888-317-6003 and using passcode 7737999 or via live audio webcast using the website link http://services.choruscall.com/links/wal150724.html. The webcast is also available via the Company’s website at www.westernalliancebancorp.com. Participants should log in at least 15 minutes early to receive instructions. The call will be recorded and made available for replay after 2:00 p.m. ET July 27th through 9:00 a.m. ET August 27th by dialing 1-877-344-7529 passcode: 10068074.
Reclassifications
Certain amounts in the Consolidated Income Statements for the prior periods have been reclassified to conform to the current presentation. The reclassifications have no effect on net income or stockholders’ equity as previously reported.
Use of Non-GAAP Financial Information
This press release contains both financial measures based on accounting principles generally accepted in the United States (“GAAP”) and non-GAAP based financial measures, which are used where management believes it to be helpful in understanding the Company’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding our acquisition of Bridge Capital Holdings, the performance of the combined company, and any guidance, outlook or expectations relating to our business, financial and operating results, and future economic performance. The forward-looking statements contained herein reflect our current views about future events and financial performance and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from historical or expected results include, among others: the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; inflation, interest rate, market and monetary fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and services; higher defaults on our loan portfolio than we expect; changes in management’s estimate of the adequacy of the allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; supervisory actions by regulatory agencies which may limit our ability to pursue certain growth opportunities, including expansion through acquisitions; management’s estimates and projections of interest rates and interest rate policy; the execution of our business plan; and other factors affecting the financial services industry generally or the banking industry in particular.
Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this press release to reflect new information, future events or otherwise.
About Western Alliance Bancorporation
With more than $10 billion in assets, top-performing Western Alliance Bancorporation (NYSE:WAL) is one of the fastest growing bank holding companies in the U.S. Its primary subsidiary, Western Alliance Bank, is the go-to bank for business and succeeds with local teams of experienced bankers who deliver superior, personalized services and a full spectrum of deposit, lending, treasury management and online banking products and services. Western Alliance Bank operates five full-service banking divisions: Alliance Bank of Arizona, Bank of Nevada, Bridge Bank, First Independent Bank and Torrey Pines Bank. The Company also serves business customers through a robust national platform of specialized financial services including Corporate Finance, Equipment Finance, Public Finance, Resort Finance, Technology Finance, Energy Infrastructure Group, Mortgage Warehouse Lending and Alliance Association Bank. For more information visit westernalliancebancorp.com.



1 See Reconciliation of Non-GAAP Financial Measures beginning on page 18.

5



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Summary Consolidated Financial Data
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
June 30, 2014
 
Change %
 
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
Total assets
 
$
13,470.1

 
$
10,023.6

 
34.4
 %
 
 
 
 
 
 
Total loans, net of deferred fees
 
10,360.7

 
7,544.5

 
37.3

 
 
 
 
 
 
Securities and money market investments
 
1,531.9

 
1,606.7

 
(4.7
)
 
 
 
 
 
 
Total deposits
 
11,406.7

 
8,469.5

 
34.7

 
 
 
 
 
 
Borrowings
 
69.5

 
337.5

 
(79.4
)
 
 
 
 
 
 
Qualifying debt
 
208.4

 
42.7

 
388.1

 
 
 
 
 
 
Stockholders' equity
 
1,514.7

 
957.7

 
58.2

 
 
 
 
 
 
Tangible common equity, net of tax (1)
 
1,150.8

 
791.3

 
45.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Income Statement Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2015
 
2014
 
Change %
 
2015
 
2014
 
Change %
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Interest income
 
$
116,618

 
$
101,973

 
14.4
 %
 
$
227,580

 
$
200,674

 
13.4
 %
Interest expense
 
7,900

 
8,075

 
(2.2
)
 
15,754

 
15,999

 
(1.5
)
Net interest income
 
108,718

 
93,898

 
15.8

 
211,826

 
184,675

 
14.7

Provision for credit losses
 

 
507

 
(100.0
)
 
700

 
4,007

 
(82.5
)
Net interest income after provision for credit losses
 
108,718

 
93,391

 
16.4

 
211,126

 
180,668

 
16.9

Non-interest income
 
(2,191
)
 
5,598

 
(139.1
)
 
3,742

 
10,171

 
(63.2
)
Non-interest expense
 
61,209

 
52,241

 
17.2

 
115,242

 
101,728

 
13.3

Income from continuing operations before income taxes
 
45,318

 
46,748

 
(3.1
)
 
99,626

 
89,111

 
11.8

Income tax expense
 
10,599

 
10,706

 
(1.0
)
 
24,717

 
21,330

 
15.9

Income from continuing operations
 
34,719

 
36,042

 
(3.7
)
 
74,909

 
67,781

 
10.5

Loss on discontinued operations, net of tax
 

 
(504
)
 
(100.0
)
 

 
(1,158
)
 
(100.0
)
Net income
 
$
34,719

 
$
35,538

 
(2.3
)
 
$
74,909

 
$
66,623

 
12.4

Diluted earnings per share from continuing operations
 
$
0.39

 
$
0.41

 
(4.9
)
 
$
0.84

 
$
0.77

 
9.1

Diluted loss per share from discontinued operations
 

 
(0.01
)
 
 
 

 
(0.01
)
 
 
Diluted earnings per share available to common stockholders
 
$
0.39

 
$
0.40

 
(2.5
)
 
$
0.84

 
$
0.76

 
10.5

 
 
 
 
 
 
 
 
 
 
 
 
 
Common Share Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At or for the Three Months Ended June 30,
 
At or for the Six Months Ended June 30,
 
 
2015
 
2014
 
Change %
 
2015
 
2014
 
Change %
Diluted earnings per share available to common stockholders
 
$
0.39

 
$
0.40

 
(2.5
)%
 
$
0.84

 
$
0.76

 
10.5
 %
Book value per common share
 
14.12

 
9.30

 
51.8

 
 
 
 
 
 
Tangible book value per share, net of tax (1)
 
11.25

 
9.02

 
24.7

 
 
 
 
 
 
Average shares outstanding (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
88,177

 
86,501

 
1.9

 
88,059

 
86,379

 
1.9
 %
Diluted
 
88,682

 
87,333

 
1.5

 
88,567

 
87,229

 
1.5

Common shares outstanding
 
102,291

 
87,774

 
16.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Reconciliation of Non-GAAP Financial Measures.
 
 
 
 
 
 
 
 
 
 

6



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Summary Consolidated Financial Data
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At or for the Three Months Ended June 30,
 
At or for the Six Months Ended June 30,
 
 
2015
 
2014
 
Change %
 
2015
 
2014
 
Change %
Selected Performance Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (1)
 
1.24
 %
 
1.46
 %
 
(15.1
)%
 
1.37
 %
 
1.39
 %
 
(1.4
)%
Return on average tangible common equity (2)
 
14.10

 
18.62

 
(24.3
)
 
15.61

 
17.98

 
(13.2
)
Net interest margin (1)
 
4.41

 
4.39

 
0.5

 
4.38

 
4.40

 
(0.5
)
Net interest spread
 
4.28

 
4.26

 
0.5

 
4.25

 
4.27

 
(0.5
)
Efficiency ratio - tax equivalent basis (2)
 
44.63

 
49.34

 
(9.5
)
 
45.63

 
50.10

 
(8.9
)
Loan to deposit ratio
 
90.83

 
89.08

 
2.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Net (recoveries) charge-offs to average loans outstanding (1)
 
(0.13
)%
 
(0.09
)%
 
44.4
 %
 
(0.10
)%
 
(0.05
)%
 
100.0
 %
Nonaccrual loans to gross loans
 
0.58

 
0.85

 
(31.8
)
 
 
 
 
 
 
Nonaccrual loans and repossessed assets to total assets
 
0.88

 
1.23

 
(28.5
)
 
 
 
 
 
 
Loans past due 90 days and still accruing to total loans
 
0.08

 
0.04

 
100.0

 
 
 
 
 
 
Allowance for credit losses to gross loans
 
1.11

 
1.40

 
(20.7
)
 
 
 
 
 
 
Allowance for credit losses to nonaccrual loans
 
193.62

 
164.64

 
17.6

 
 
 
 
 
 

Capital Ratios (2):
 
 
 
 
 
 
 
 
Basel III
 
Basel I
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
Tangible common equity
 
8.7
%
 
8.5
%
 
7.9
%
Common Equity Tier 1 (3)
 
9.1

 
9.0

 
9.0

Tier 1 Leverage ratio (3)
 
10.0

 
9.8

 
10.0

Tier 1 Capital (3)
 
10.2

 
10.2

 
11.2

Total Capital (3)
 
12.2

 
11.3

 
12.5


(1)
Annualized for the three and six month periods ended June 30, 2015 and 2014.
(2)
See Reconciliation of Non-GAAP Financial Measures.
(3)
Basel III capital ratios are preliminary until the Call Report is filed.

7



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
Condensed Consolidated Income Statements
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(dollars in thousands)
Interest income:
 
 
 
 
 
 
 
 
Loans
 
$
105,468

 
$
90,583

 
$
205,859

 
$
177,387

Investment securities
 
9,276

 
10,894

 
19,064

 
22,219

Other
 
1,874

 
496

 
2,657

 
1,068

Total interest income
 
116,618

 
101,973

 
227,580

 
200,674

Interest expense:
 
 
 
 
 
 
 
 
Deposits
 
5,362

 
4,930

 
10,508

 
9,595

Borrowings
 
2,087

 
2,702

 
4,354

 
5,540

Junior subordinated debt
 
451

 
443

 
892

 
864

Total interest expense
 
7,900

 
8,075

 
15,754

 
15,999

Net interest income
 
108,718

 
93,898

 
211,826

 
184,675

Provision for credit losses
 

 
507

 
700

 
4,007

Net interest income after provision for credit losses
 
108,718

 
93,391

 
211,126

 
180,668

Non-interest income:
 
 
 
 
 
 
 
 
Service charges
 
3,128

 
2,758

 
6,017

 
5,319

Bank owned life insurance
 
772

 
959

 
1,749

 
1,908

Gains (losses) on sales of investment securities, net
 
55

 
(163
)
 
644

 
203

Unrealized (losses) gains on assets and liabilities measured at fair value, net
 
(7,885
)
 
235

 
(8,194
)
 
(1,041
)
Loss on extinguishment of debt
 
(81
)
 

 
(81
)
 

Other
 
1,820

 
1,809

 
3,607

 
3,782

Total non-interest income
 
(2,191
)
 
5,598

 
3,742

 
10,171

Non-interest expenses:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
32,406

 
31,751

 
64,947

 
61,306

Occupancy
 
4,949

 
4,293

 
9,762

 
8,979

Legal, professional and directors' fees
 
4,611

 
4,192

 
8,606

 
7,831

Data Processing
 
2,683

 
2,580

 
5,809

 
5,309

Insurance
 
2,274

 
2,087

 
4,364

 
4,480

Loan and repossessed asset expenses
 
1,284

 
889

 
2,374

 
2,036

Card expense
 
613

 
530

 
1,087

 
1,130

Marketing
 
463

 
506

 
840

 
1,065

Intangible amortization
 
281

 
302

 
562

 
899

Net (gain) loss on sales and valuations of repossessed and other assets
 
(1,218
)
 
184

 
(1,569
)
 
(2,363
)
Merger / restructure expense
 
7,842

 
26

 
8,001

 
183

Other
 
5,021

 
4,901

 
10,459

 
10,873

Total non-interest expense
 
61,209

 
52,241

 
115,242

 
101,728

Income from continuing operations before income taxes
 
45,318

 
46,748

 
99,626

 
89,111

Income tax expense
 
10,599

 
10,706

 
24,717

 
21,330

Income from continuing operations
 
$
34,719

 
$
36,042

 
$
74,909

 
$
67,781

Loss from discontinued operations, net of tax
 

 
(504
)
 

 
(1,158
)
Net income
 
$
34,719

 
$
35,538

 
$
74,909

 
$
66,623

Preferred stock dividends
 
247

 
352

 
423

 
705

Net income available to common stockholders
 
$
34,472

 
$
35,186

 
$
74,486

 
$
65,918

Diluted net income per share
 
$
0.39

 
$
0.40

 
$
0.84

 
$
0.76




8



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Five Quarter Condensed Consolidated Income Statements
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
 
(in thousands, except per share data)
Interest income:
 
 
 
 
 
 
 
 
 
 
Loans
 
$
105,468

 
$
100,391

 
$
99,099

 
$
94,436

 
$
90,583

Investment securities
 
9,276

 
9,788

 
10,455

 
10,535

 
10,894

Other
 
1,874

 
783

 
597

 
583

 
496

Total interest income
 
116,618

 
110,962

 
110,151

 
105,554

 
101,973

Interest expense:
 
 
 
 
 
 
 
 
 
 
Deposits
 
5,362

 
5,146

 
5,245

 
5,172

 
4,930

Borrowings
 
2,087

 
2,267

 
2,314

 
1,866

 
2,702

Junior subordinated debt
 
451

 
441

 
447

 
443

 
443

Total interest expense
 
7,900

 
7,854

 
8,006

 
7,481

 
8,075

Net interest income
 
108,718

 
103,108

 
102,145

 
98,073

 
93,898

Provision for credit losses
 

 
700

 
300

 
419

 
507

Net interest income after provision for credit losses
 
108,718

 
102,408

 
101,845

 
97,654

 
93,391

Non-interest income:
 
 
 
 
 
 
 
 
 
 
Service charges
 
3,128

 
2,889

 
2,791

 
2,457

 
2,758

Bank owned life insurance
 
772

 
977

 
1,464

 
1,136

 
959

Gains (losses) on sales of investment securities, net
 
55

 
589

 
373

 
181

 
(163
)
Unrealized (losses) gains on assets and liabilities measured at fair value, net
 
(7,885
)
 
(309
)
 
1,357

 
896

 
235

Loss on extinguishment of debt
 
(81
)
 

 

 
(502
)
 

Other
 
1,820

 
1,787

 
2,432

 
1,824

 
1,809

Total non-interest income
 
(2,191
)
 
5,933

 
8,417

 
5,992

 
5,598

Non-interest expenses:
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
32,406

 
32,541

 
33,094

 
32,230

 
31,751

Occupancy
 
4,949

 
4,813

 
4,698

 
4,479

 
4,293

Legal, professional, and directors' fees
 
4,611

 
3,995

 
3,425

 
3,022

 
4,192

Data Processing
 
2,683

 
3,126

 
2,345

 
2,404

 
2,580

Insurance
 
2,274

 
2,090

 
2,386

 
1,996

 
2,087

Loan and repossessed asset expenses
 
1,284

 
1,090

 
1,486

 
901

 
889

Card expense
 
613

 
474

 
678

 
609

 
530

Marketing
 
463

 
377

 
857

 
378

 
506

Intangible amortization
 
281

 
281

 
281

 
281

 
302

Net (gain) loss on sales and valuations of repossessed and other assets
 
(1,218
)
 
(351
)
 
(1,102
)
 
(1,956
)
 
184

Merger / restructure expense
 
7,842

 
159

 

 
15

 
26

Other
 
5,021

 
5,438

 
7,594

 
5,419

 
4,901

Total non-interest expense
 
61,209

 
54,033

 
55,742

 
49,778

 
52,241

Income from continuing operations before income taxes
 
45,318

 
54,308

 
54,520

 
53,868

 
46,748

Income tax expense
 
10,599

 
14,118

 
14,111

 
12,949

 
10,706

Income from continuing operations
 
$
34,719

 
$
40,190

 
$
40,409

 
$
40,919

 
$
36,042

Loss from discontinued operations, net of tax
 

 

 

 

 
(504
)
Net income
 
$
34,719

 
$
40,190

 
$
40,409

 
$
40,919

 
$
35,538

Preferred stock dividends
 
247

 
176

 
329

 
353

 
352

Net Income available to common stockholders
 
$
34,472

 
$
40,014

 
$
40,080

 
$
40,566

 
$
35,186

Diluted net income per share
 
$
0.39

 
$
0.45

 
$
0.46

 
$
0.46

 
$
0.40




9



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Five Quarter Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
 
(in millions)
Assets:
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
$
700.2

 
$
492.4

 
$
164.4

 
$
258.8

 
$
379.3

Securities purchased under agreement to resell
 
58.1

 

 

 

 

Cash and cash equivalents
 
758.3

 
492.4

 
164.4

 
258.8

 
379.3

Securities and money market investments
 
1,531.9

 
1,453.7

 
1,547.8

 
1,597.3

 
1,606.7

Loans held for sale
 
39.4

 

 

 

 

Loans held for investment:
 
 
 
 
 
 
 
 
 
 
Commercial
 
4,759.7

 
3,725.2

 
3,532.3

 
3,293.2

 
3,028.0

Commercial real estate - non-owner occupied
 
2,195.0

 
2,113.8

 
2,052.6

 
1,993.3

 
1,934.0

Commercial real estate - owner occupied
 
2,019.3

 
1,818.0

 
1,732.9

 
1,620.3

 
1,603.4

Construction and land development
 
1,002.7

 
842.9

 
748.1

 
671.8

 
609.1

Residential real estate
 
320.6

 
292.2

 
299.4

 
317.5

 
328.6

Consumer
 
24.0

 
26.5

 
33.0

 
33.4

 
41.4

Gross loans and deferred fees, net
 
10,321.3

 
8,818.6

 
8,398.3

 
7,929.5

 
7,544.5

Allowance for credit losses
 
(115.1
)
 
(112.1
)
 
(110.2
)
 
(109.2
)
 
(105.9
)
Loans, net
 
10,206.2

 
8,706.5

 
8,288.1

 
7,820.3

 
7,438.6

Premises and equipment, net
 
116.0

 
114.3

 
113.8

 
112.1

 
109.6

Other assets acquired through foreclosure, net
 
59.3

 
63.8

 
57.1

 
51.8

 
59.3

Bank owned life insurance
 
161.1

 
142.9

 
142.0

 
143.2

 
142.5

Goodwill and other intangibles, net
 
300.0

 
25.6

 
25.9

 
26.2

 
26.5

Other assets
 
297.9

 
252.7

 
261.4

 
279.1

 
261.1

Total assets
 
$
13,470.1

 
$
11,251.9

 
$
10,600.5

 
$
10,288.8

 
$
10,023.6

Liabilities and Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
 
Non-interest bearing demand deposits
 
$
3,924.4

 
$
2,657.4

 
$
2,288.0

 
$
2,246.7

 
$
2,278.8

Interest bearing:
 
 
 
 
 
 
 
 
 
 
Demand
 
1,001.3

 
936.5

 
854.9

 
809.4

 
794.8

Savings and money market
 
4,733.9

 
4,121.0

 
3,869.7

 
3,685.0

 
3,637.4

Time certificates
 
1,747.1

 
1,947.4

 
1,918.4

 
1,956.5

 
1,758.5

Total deposits
 
11,406.7

 
9,662.3

 
8,931.0

 
8,697.6

 
8,469.5

Customer repurchase agreements
 
42.2

 
47.2

 
54.9

 
53.0

 
53.7

Total customer funds
 
11,448.9

 
9,709.5

 
8,985.9

 
8,750.6

 
8,523.2

Securities sold short
 
57.6

 

 

 

 

Borrowings
 
69.5

 
275.2

 
390.3

 
330.8

 
337.5

Qualifying debt
 
208.4

 
40.7

 
40.4

 
41.8

 
42.7

Accrued interest payable and other liabilities
 
171.0

 
175.2

 
183.0

 
162.5

 
162.5

Total liabilities
 
11,955.4

 
10,200.6

 
9,599.6

 
9,285.7

 
9,065.9

Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
Preferred stock
 
70.5

 
70.5

 
70.5

 
141.0

 
141.0

Common stock and additional paid-in capital
 
1,269.0

 
831.9

 
828.3

 
807.2

 
803.4

Retained earnings
 
159.9

 
125.5

 
85.5

 
45.4

 
4.8

Accumulated other comprehensive income
 
15.3

 
23.4

 
16.6

 
9.5

 
8.5

Total stockholders' equity
 
1,514.7

 
1,051.3

 
1,000.9

 
1,003.1

 
957.7

Total liabilities and stockholders' equity
 
$
13,470.1

 
$
11,251.9

 
$
10,600.5

 
$
10,288.8

 
$
10,023.6



10



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Changes in the Allowance For Credit Losses
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
 
(in thousands)
Balance, beginning of period
 
$
112,098

 
$
110,216

 
$
109,161

 
$
105,937

 
$
103,899

Provision for credit losses
 

 
700

 
300

 
419

 
507

Recoveries of loans previously charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
681

 
916

 
1,499

 
1,053

 
1,254

Commercial real estate - non-owner occupied
 
335

 
277

 
229

 
1,226

 
1,052

Commercial real estate - owner occupied
 
1,403

 
106

 
43

 
553

 
196

Construction and land development
 
1,373

 
157

 
1,268

 
182

 
498

Residential real estate
 
1,184

 
533

 
261

 
768

 
314

Consumer
 
24

 
40

 
64

 
34

 
191

Total recoveries
 
5,000

 
2,029

 
3,364

 
3,816

 
3,505

Loans charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
1,771

 
393

 
1,743

 
110

 
1,039

Commercial real estate - non-owner occupied
 

 

 

 
158

 
99

Commercial real estate - owner occupied
 

 

 
270

 
35

 
230

Construction and land development
 

 

 
8

 

 
78

Residential real estate
 
218

 
400

 
377

 
423

 
523

Consumer
 
53

 
54

 
211

 
285

 
5

Total loans charged-off
 
2,042

 
847

 
2,609

 
1,011

 
1,974

Net loan recoveries
 
(2,958
)
 
(1,182
)
 
(755
)
 
(2,805
)
 
(1,531
)
Balance, end of period
 
$
115,056

 
$
112,098

 
$
110,216

 
$
109,161

 
$
105,937

 
 
 
 
 
 
 
 
 
 
 
Net recoveries to average loans outstanding - annualized
 
(0.13
)%
 
(0.06
)%
 
(0.04
)%
 
(0.15
)%
 
(0.09
)%
Allowance for credit losses to gross loans
 
1.11

 
1.27

 
1.31

 
1.38

 
1.40

Nonaccrual loans
 
$
59,425

 
$
60,742

 
$
67,659

 
$
75,092

 
$
64,345

Repossessed assets
 
59,335

 
63,759

 
57,150

 
51,787

 
59,292

Loans past due 90 days, still accruing
 
8,284

 
3,730

 
5,132

 
3,558

 
3,001

Loans past due 30 to 89 days, still accruing
 
4,006

 
14,137

 
9,804

 
16,500

 
5,123

Classified loans on accrual
 
101,165

 
76,090

 
90,393

 
107,776

 
133,220

Special mention loans
 
132,313

 
100,345

 
97,504

 
98,265

 
90,534



11



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Analysis of Average Balances, Yields and Rates
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
2015
 
2014
 
 
Average
Balance
 
Interest
 
Average Yield /
Cost
 
Average
Balance
 
Interest
 
Average Yield /
Cost
 
 
($ in millions)
 
($ in thousands)
 
 
 
($ in millions)
 
($ in thousands)
 
 
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Loans (1)
 
$
8,837.7

 
$
105,468

 
5.06
%
 
$
7,178.3

 
$
90,583

 
5.29
%
Securities (1)
 
1,423.6

 
9,276

 
3.06

 
1,629.9

 
10,894

 
3.08

Other
 
309.4

 
1,874

 
2.42

 
292.4

 
496

 
0.68

Total interest earning assets
 
10,570.7

 
116,618

 
4.71

 
9,100.6

 
101,973

 
4.75

Non-interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
118.6

 
 
 
 
 
138.7

 
 
 
 
Allowance for credit losses
 
(114.9
)
 
 
 
 
 
(105.0
)
 
 
 
 
Bank owned life insurance
 
143.2

 
 
 
 
 
141.8

 
 
 
 
Other assets
 
459.1

 
 
 
 
 
462.0

 
 
 
 
Total assets
 
$
11,176.7

 
 
 
 
 
$
9,738.1

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing transaction accounts
 
$
971.6

 
$
414

 
0.17
%
 
$
791.5

 
$
385

 
0.19
%
Savings and money market
 
4,213.0

 
2,975

 
0.28

 
3,583.5

 
2,691

 
0.30

Time certificates of deposit
 
1,834.4

 
1,973

 
0.43

 
1,700.4

 
1,854

 
0.44

Total interest-bearing deposits
 
7,019.0

 
5,362

 
0.31

 
6,075.4

 
4,930

 
0.32

Short-term borrowings
 
177.8

 
1,774

 
3.99

 
236.2

 
216

 
0.37

Long-term debt
 
111.0

 
313

 
1.13

 
280.4

 
2,486

 
3.55

Junior subordinated debt
 
40.8

 
451

 
4.42

 
42.8

 
443

 
4.14

Total interest-bearing liabilities
 
7,348.6

 
7,900

 
0.43

 
6,634.8

 
8,075

 
0.49

Non-interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand deposits
 
2,593.5

 
 
 
 
 
2,045.5

 
 
 
 
Other liabilities
 
148.4

 
 
 
 
 
126.7

 
 
 
 
Stockholders’ equity
 
1,086.2

 
 
 
 
 
931.1

 
 
 
 
Total liabilities and stockholders' equity
 
$
11,176.7

 
 
 
 
 
$
9,738.1

 
 
 
 
Net interest income and margin
 
 
 
$
108,718

 
4.41
%
 
 
 
$
93,898

 
4.39
%
Net interest spread
 
 
 
 
 
4.28
%
 
 
 
 
 
4.26
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Yields on loans and securities have been adjusted to a tax equivalent basis. The taxable-equivalent adjustment was $7,878 and $6,029 for the three months ended June 30, 2015 and 2014, respectively.

12



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
Analysis of Average Balances, Yields and Rates
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2015
 
2014
 
 
Average
Balance
 
Interest
 
Average Yield /
Cost
 
Average
Balance
 
Interest
 
Average Yield /
Cost
 
 
($ in millions)
 
($ in thousands)
 

 
($ in millions)
 
($ in thousands)
 

Interest earning assets
 

 

 

 

 

 

Loans (1)
 
$
8,693.1

 
$
205,859

 
5.01
%
 
$
7,036.5

 
$
177,387

 
5.28
%
Securities (1)
 
1,451.3

 
19,064

 
3.07

 
1,640.7

 
22,219

 
3.11

Other
 
223.3

 
2,657

 
2.38

 
251.6

 
1,068

 
0.85

Total interest earnings assets
 
10,367.7

 
227,580

 
4.68

 
8,928.8

 
200,674

 
4.76

Non-interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
118.3

 
 
 
 
 
138.1

 
 
 
 
Allowance for credit losses
 
(113.0
)
 
 
 
 
 
(103.1
)
 
 
 
 
Bank owned life insurance
 
142.8

 
 
 
 
 
141.4

 
 
 
 
Other assets
 
454.6

 
 
 
 
 
447.6

 
 
 
 
Total assets
 
$
10,970.4

 
 
 
 
 
$
9,552.8

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing transaction accounts
 
$
945.9

 
$
808

 
0.17
%
 
$
778.3

 
$
768

 
0.20
%
Savings and money market
 
4,062.1

 
5,751

 
0.28

 
3,518.3

 
5,254

 
0.30

Time certificates of deposits
 
1,884.6

 
3,949

 
0.42

 
1,660.2

 
3,573

 
0.43

Total interest-bearing deposits
 
6,892.6

 
10,508

 
0.30

 
5,956.8

 
9,595

 
0.32

Short-term borrowings
 
177.6

 
3,525

 
3.97

 
201.8

 
345

 
0.34

Long-term debt
 
156.2

 
829

 
1.06

 
291.0

 
5,195

 
3.57

Junior subordinated debt
 
40.6

 
892

 
4.39

 
42.4

 
864

 
4.08

Total interest-bearing liabilities
 
7,267.0

 
15,754

 
0.43

 
6,492.0

 
15,999

 
0.49

Non-interest-bearing liabilities
 

 
 
 
 
 

 
 
 
 
Non-interest-bearing demand deposits
 
2,482.3

 
 
 
 
 
2,049.8

 
 
 
 
Other liabilities
 
162.7

 
 
 
 
 
102.2

 
 
 
 
Stockholders’ equity
 
1,058.4

 
 
 
 
 
908.8

 
 
 
 
Total liabilities and stockholders' equity
 
$
10,970.4

 
 
 
 
 
$
9,552.8

 
 
 
 
Net interest income and margin
 
 
 
$
211,826

 
4.38
%
 
 
 
$
184,675

 
4.40
%
Net interest spread
 
 
 
 
 
4.25
%
 
 
 
 
 
4.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Yields on loans and securities have been adjusted to a tax equivalent basis. The taxable-equivalent adjustment was $15,267 and $11,734 for the six months ended June 30, 2015 and 2014, respectively.

















13



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
Operating Segment Results
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
 
Nevada
 
Southern California
 
Northern California
 
Central Business Lines
 
Corporate & Other
 
Consolidated Company
At June 30, 2015
 
(dollars in millions)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents, and investment securities
 
$
2.3

 
$
10.2

 
$
2.6

 
$
2.1

 
$

 
$
2,273.0

 
$
2,290.2

Loans, net of deferred loan fees and costs
 
2,432.8

 
1,761.9

 
1,659.9

 
1,077.5

 
3,388.0

 
40.6

 
10,360.7

Less: allowance for credit losses
 
(31.7
)
 
(23.0
)
 
(21.7
)
 
(3.2
)
 
(34.9
)
 
(0.6
)
 
(115.1
)
Total loans
 
2,401.1

 
1,738.9

 
1,638.2

 
1,074.3

 
3,353.1

 
40.0

 
10,245.6

Other assets acquired through foreclosure, net
 
18.6

 
23.4

 

 
1.6

 

 
15.7

 
59.3

Goodwill and other intangible assets, net
 

 
25.4

 

 
155.2

 
119.4

 

 
300.0

Other assets
 
43.7

 
63.0

 
13.8

 
15.7

 
27.9

 
410.9

 
575.0

Total assets
 
$
2,465.7

 
$
1,860.9

 
$
1,654.6

 
$
1,248.9

 
$
3,500.4

 
$
2,739.6

 
$
13,470.1

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
2,369.9

 
$
3,316.9

 
$
1,946.8

 
$
1,550.2

 
$
1,945.1

 
$
277.8

 
$
11,406.7

Borrowings and qualifying debt
 

 

 

 

 

 
277.9

 
277.9

Other liabilities
 
20.3

 
29.2

 
3.5

 
8.4

 
77.6

 
131.8

 
270.8

Total liabilities
 
2,390.2

 
3,346.1

 
1,950.3

 
1,558.6

 
2,022.7

 
687.5

 
11,955.4

Allocated equity:
 
268.2

 
221.7

 
182.1

 
180.7

 
339.5

 
322.5

 
1,514.7

Total liabilities and stockholders' equity
 
$
2,658.4

 
$
3,567.8

 
$
2,132.4

 
$
1,739.3

 
$
2,362.2

 
$
1,010.0

 
$
13,470.1

Excess funds provided (used)
 
(192.7
)
 
(1,706.9
)
 
(477.8
)
 
(490.4
)
 
1,138.2

 
1,729.6

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No. of offices
 
11

 
18

 
9

 
3

 
7

 

 
48

No. of full-time equivalent employees
 
219

 
280

 
196

 
199

 
138

 
379

 
1,411

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents, and investment securities
 
$
2.3

 
$
5.0

 
$
2.2

 
$
0.3

 
$

 
$
1,702.4

 
$
1,712.2

Loans, net of deferred loan fees and costs
 
2,341.9

 
1,668.7

 
1,553.1

 
198.6

 
2,590.0

 
46.0

 
8,398.3

Less: allowance for credit losses
 
(30.7
)
 
(21.9
)
 
(17.9
)
 
(5.1
)
 
(34.0
)
 
(0.6
)
 
(110.2
)
Total loans
 
2,311.2

 
1,646.8

 
1,535.2

 
193.5

 
2,556.0

 
45.4

 
8,288.1

Other assets acquired through foreclosure, net
 
15.5

 
21.0

 

 

 

 
20.6

 
57.1

Goodwill and other intangible assets, net
 

 
25.9

 

 

 

 

 
25.9

Other assets
 
34.8

 
64.2

 
6.2

 
15.3

 
22.9

 
373.8

 
517.2

Total assets
 
$
2,363.8

 
$
1,762.9

 
$
1,543.6

 
$
209.1

 
$
2,578.9

 
$
2,142.2

 
$
10,600.5

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
2,178.0

 
$
3,230.6

 
$
1,744.5

 
$
584.0

 
$
946.6

 
$
247.3

 
$
8,931.0

Other borrowings
 

 

 

 

 

 
390.3

 
390.3

Other liabilities
 
17.4

 
40.8

 
8.9

 
0.2

 
72.4

 
138.6

 
278.3

Total liabilities
 
2,195.4

 
3,271.4

 
1,753.4

 
584.2

 
1,019.0

 
776.2

 
9,599.6

Allocated equity:
 
250.8

 
209.0

 
70.9

 
126.8

 
232.9

 
110.5

 
1,000.9

Total liabilities and stockholders' equity
 
$
2,446.2

 
$
3,480.4

 
$
1,824.3

 
$
711.0

 
$
1,251.9

 
$
886.7

 
$
10,600.5

Excess funds provided (used)
 
82.4

 
1,717.5

 
280.7

 
501.9

 
(1,327.0
)
 
(1,255.5
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No. of offices
 
11

 
18

 
9

 
2

 

 

 
40

No. of full-time equivalent employees
 
215

 
295

 
198

 
29

 
99

 
295

 
1,131

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

14



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
Operating Segment Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
 
Nevada
 
Southern California
 
Northern California
 
Central Business Lines
 
Corporate & Other
 
Consolidated Company
 
 
(dollars in millions)
At June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents, and investment securities
 
$
3.0

 
$
7.0

 
$
2.2

 
$
0.2

 
$

 
$
1,973.6

 
$
1,986.0

Loans, net of deferred loan fees and costs
 
2,131.0

 
1,682.6

 
1,515.3

 
179.5

 
1,951.5

 
84.6

 
7,544.5

Less: allowance for credit losses
 
(29.9
)
 
(23.6
)
 
(18.7
)
 
(5.1
)
 
(27.4
)
 
(1.2
)
 
(105.9
)
Total loans
 
2,101.1

 
1,659.0

 
1,496.6

 
174.4

 
1,924.1

 
83.4

 
7,438.6

Other assets acquired through foreclosure, net
 
13.1

 
24.1

 

 

 

 
22.1

 
59.3

Goodwill and other intangible assets, net
 

 
26.5

 

 

 

 

 
26.5

Other assets
 
42.2

 
62.7

 
10.8

 
15.4

 
21.1

 
361.0

 
513.2

Total assets
 
$
2,159.4

 
$
1,779.3

 
$
1,509.6

 
$
190.0

 
$
1,945.2

 
$
2,440.1

 
$
10,023.6

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
2,115.4

 
$
3,187.8

 
$
1,666.2

 
$
394.9

 
$
886.3

 
$
218.9

 
$
8,469.5

Other borrowings
 

 

 

 

 

 
337.5

 
337.5

Other liabilities
 
20.9

 
46.8

 
4.7

 
0.1

 
24.7

 
161.7

 
258.9

Total liabilities
 
2,136.3

 
3,234.6

 
1,670.9

 
395.0

 
911.0

 
718.1

 
9,065.9

Allocated equity:
 
233.7

 
212.5

 
83.1

 
105.6

 
152.3

 
170.5

 
957.7

Total liabilities and stockholders' equity
 
$
2,370.0

 
$
3,447.1

 
$
1,754.0

 
$
500.6

 
$
1,063.3

 
$
888.6

 
$
10,023.6

Excess funds provided (used)
 
210.6

 
1,667.8

 
244.4

 
310.6

 
(881.9
)
 
(1,551.5
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No. of offices
 
10

 
18

 
9

 
2

 

 

 
39

No. of full-time equivalent employees
 
212

 
305

 
197

 
21

 
92

 
285

 
1,112


15




Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
Operating Segment Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income Statements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
 
Nevada
 
Southern California
 
Northern California
 
Central Business Lines
 
Corporate & Other
 
Consolidated Company
 
 
(in thousands)
Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
 
$
32,091

 
$
29,946

 
$
24,070

 
$
5,216

 
$
24,432

 
$
(7,037
)
 
$
108,718

Provision for credit losses
 
826

 
(3,148
)
 
634

 
513

 
1,251

 
(76
)
 

Net interest income (expense) after provision for credit losses
 
31,265

 
33,094

 
23,436

 
4,703

 
23,181

 
(6,961
)
 
108,718

Non-interest income
 
1,008

 
2,370

 
850

 
271

 
321

 
(7,011
)
 
(2,191
)
Non-interest expense
 
(14,507
)
 
(14,918
)
 
(11,777
)
 
(2,142
)
 
(9,548
)
 
(8,317
)
 
(61,209
)
Income (loss) from continuing operations before income taxes
 
17,766

 
20,546

 
12,509

 
2,832

 
13,954

 
(22,289
)
 
45,318

Income tax expense (benefit)
 
6,970

 
7,191

 
5,261

 
1,191

 
5,233

 
(15,247
)
 
10,599

Net income
 
$
10,796

 
$
13,355

 
$
7,248

 
$
1,641

 
$
8,721

 
$
(7,042
)
 
$
34,719

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
 
$
61,076

 
$
59,155

 
$
46,560

 
$
9,669

 
$
47,742

 
$
(12,376
)
 
$
211,826

Provision for (recovery of) credit losses
 
158

 
(2,799
)
 
266

 
486

 
2,660

 
(71
)
 
700

Net interest income (expense) after provision for credit losses
 
60,918

 
61,954

 
46,294

 
9,183

 
45,082

 
(12,305
)
 
211,126

Non-interest income
 
1,947

 
4,653

 
1,515

 
322

 
1,037

 
(5,732
)
 
3,742

Non-interest expense
 
(29,268
)
 
(29,392
)
 
(23,398
)
 
(4,159
)
 
(18,826
)
 
(10,199
)
 
(115,242
)
Income (loss) from continuing operations before income taxes
 
33,597

 
37,215

 
24,411

 
5,346

 
27,293

 
(28,236
)
 
99,626

Income tax expense (benefit)
 
13,180

 
13,025

 
10,265

 
2,248

 
10,235

 
(24,236
)
 
24,717

Net income
 
$
20,417

 
$
24,190

 
$
14,146

 
$
3,098

 
$
17,058

 
$
(4,000
)
 
$
74,909

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

16



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
Operating Segment Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income Statements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
 
Nevada
 
Southern California
 
Northern California
 
Central Business Lines
 
Corporate & Other
 
Consolidated Company
 
 
(in thousands)
Three Months Ended June 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
 
$
29,211

 
$
29,359

 
$
22,502

 
$
2,200

 
$
16,226

 
$
(5,600
)
 
$
93,898

Provision for credit losses
 
3

 
(2,011
)
 
(1,672
)
 

 
3,467

 
720

 
507

Net interest income (expense) after provision for credit losses
 
29,208

 
31,370

 
24,174

 
2,200

 
12,759

 
(6,320
)
 
93,391

Non-interest income
 
934

 
2,248

 
865

 
34

 
643

 
874

 
5,598

Non-interest expense
 
(12,793
)
 
(15,922
)
 
(12,410
)
 
(861
)
 
(6,640
)
 
(3,615
)
 
(52,241
)
Income (loss) from continuing operations before income taxes
 
17,349

 
17,696

 
12,629

 
1,373

 
6,762

 
(9,061
)
 
46,748

Income tax expense (benefit)
 
6,805

 
6,194

 
5,310

 
577

 
2,536

 
(10,716
)
 
10,706

Income from continuing operations
 
10,544

 
11,502

 
7,319

 
796

 
4,226

 
1,655

 
36,042

Loss from discontinued operations, net
 

 

 

 

 

 
(504
)
 
(504
)
Net income
 
$
10,544

 
$
11,502

 
$
7,319

 
$
796

 
$
4,226

 
$
1,151

 
$
35,538

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
 
$
55,819

 
$
57,954

 
$
43,181

 
$
4,313

 
$
30,190

 
$
(6,782
)
 
$
184,675

Provision for credit losses
 
1,561

 
(2,895
)
 
(1,017
)
 

 
5,637

 
721

 
4,007

Net interest income (expense) after provision for credit losses
 
54,258

 
60,849

 
44,198

 
4,313

 
24,553

 
(7,503
)
 
180,668

Non-interest income
 
1,710

 
4,384

 
2,015

 
65

 
725

 
1,268

 
10,167

Non-interest expense
 
(26,053
)
 
(31,005
)
 
(24,358
)
 
(1,887
)
 
(13,148
)
 
(5,273
)
 
(101,724
)
Income (loss) from continuing operations before income taxes
 
29,915

 
34,228

 
21,855

 
2,491

 
12,130

 
(11,508
)
 
89,111

Income tax expense (benefit)
 
11,734

 
11,981

 
9,190

 
1,047

 
4,549

 
(17,171
)
 
21,330

Income from continuing operations
 
18,181

 
22,247

 
12,665

 
1,444

 
7,581

 
5,663

 
67,781

Loss from discontinued operations, net
 

 

 

 

 

 
(1,158
)
 
(1,158
)
Net income
 
$
18,181

 
$
22,247

 
$
12,665

 
$
1,444

 
$
7,581

 
$
4,505

 
$
66,623

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


17



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
 
Reconciliation of Non-GAAP Financial Measures
 
 
 
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-Tax, Pre-Provision Operating Earnings by Quarter:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
(in thousands)
Total non-interest income
$
(2,191
)
 
$
5,933

 
$
8,417

 
$
5,992

 
$
5,598

Less:
 
 
 
 
 
 
 
 
 
Gains (losses) on sales of investment securities, net
55

 
589

 
373

 
181

 
(163
)
Unrealized (losses) gains on assets and liabilities measured at fair value, net
(7,885
)
 
(309
)
 
1,357

 
896

 
235

Loss on extinguishment of debt
(81
)
 

 

 
(502
)
 

Total operating non-interest income
5,720

 
5,653

 
6,687

 
5,417

 
5,526

Plus: net interest income
108,718

 
103,108

 
102,145

 
98,073

 
93,898

Net operating revenue (1)
$
114,438

 
$
108,761

 
$
108,832

 
$
103,490

 
$
99,424

 
 
 
 
 
 
 
 
 
 
Total non-interest expense
$
61,209

 
$
54,033

 
$
55,742

 
$
49,778

 
$
52,241

Less:
 
 
 
 
 
 
 
 
 
Net (gain) loss on sales and valuations of repossessed and other assets
(1,218
)
 
(351
)
 
(1,102
)
 
(1,956
)
 
184

Merger / restructure expense
7,842

 
159

 

 
15

 
26

Total operating non-interest expense (1)
$
54,585

 
$
54,225

 
$
56,844

 
$
51,719

 
$
52,031

 
 
 
 
 
 
 
 
 
 
Pre-tax, pre-provision operating earnings (2)
$
59,853

 
$
54,536

 
$
51,988

 
$
51,771

 
$
47,393

 
 
 
 
 
 
 
 
 
 
Tangible Common Equity:
 
 
 
 
 
 
 
 
 
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
(dollars and shares in thousands)
Total stockholders' equity
$
1,514,744

 
$
1,051,330

 
$
1,000,928

 
$
1,003,122

 
$
957,664

Less: goodwill and intangible assets
299,975

 
25,632

 
25,913

 
26,194

 
26,475

Total tangible stockholders' equity
1,214,769

 
1,025,698

 
975,015

 
976,928

 
931,189

Less: preferred stock
70,500

 
70,500

 
70,500

 
141,000

 
141,000

Total tangible common equity
1,144,269

 
955,198

 
904,515

 
835,928

 
790,189

Plus: deferred tax - attributed to intangible assets
6,515

 
903

 
1,006

 
1,138

 
1,138

Total tangible common equity, net of tax
$
1,150,784

 
$
956,101

 
$
905,521

 
$
837,066

 
$
791,327

Total assets
$
13,470,103

 
$
11,251,943

 
$
10,600,498

 
$
10,288,824

 
$
10,023,587

Less: goodwill and intangible assets, net
299,975

 
25,632

 
25,913

 
26,194

 
26,475

Tangible assets
13,170,128

 
11,226,311

 
10,574,585

 
10,262,630

 
9,997,112

Plus: deferred tax - attributed to intangible assets
6,515

 
903

 
1,006

 
1,138

 
1,138

Total tangible assets, net of tax
$
13,176,643

 
$
11,227,214

 
$
10,575,591

 
$
10,263,768

 
$
9,998,250

Tangible common equity ratio (3)
8.7
%
 
8.5
%
 
8.6
%
 
8.2
%
 
7.9
%
Common shares outstanding
102,291

 
89,180

 
88,691

 
87,849

 
87,774

Tangible book value per share, net of tax (4)
$
11.25

 
$
10.72

 
$
10.21

 
$
9.53

 
$
9.02



18



Western Alliance Bancorporation and Subsidiaries
 
 
 
 
 
 
 
 
Reconciliation of Non-GAAP Financial Measures
 
 
 
 
 
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency Ratio by Quarter:
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Jun 30, 2015
 
Mar 31, 2015
 
Dec 31, 2014
 
Sep 30, 2014
 
Jun 30, 2014
 
(in thousands)
Total operating non-interest expense
$
54,585

 
$
54,225

 
$
56,844

 
$
51,719

 
$
52,031

Divided by:
 
 
 
 
 
 
 
 
 
Total net interest income
108,718

 
103,108

 
102,145

 
98,073

 
93,898

Plus:
 
 
 
 
 
 
 
 
 
Tax equivalent interest adjustment
7,878

 
7,389

 
6,489

 
6,348

 
6,029

Operating non-interest income
5,720

 
5,653

 
6,687

 
5,417

 
5,526

 
$
122,316

 
$
116,150

 
$
115,321

 
$
109,838

 
$
105,453

Efficiency ratio - tax equivalent basis (5)
44.6
%
 
46.7
%
 
49.3
%
 
47.1
%
 
49.3
%

Allowance for Credit Losses, Adjusted for Acquisition Accounting:
 
 
 
 
Jun 30, 2015
 
Dec 31, 2014
Allowance for credit losses
$
115,056

 
$
110,216

Plus: remaining credit marks
 
 
 
Acquired performing loans
16,197

 
2,041

Purchased credit impaired loans
8,643

 
9,279

Adjusted allowance for credit losses
139,896

 
121,536

 
 
 
 
Gross loans held for investment and deferred fees, net
10,321,221

 
8,398,265

Plus: remaining credit marks
 
 
 
Acquired performing loans
16,197

 
2,041

Purchased credit impaired loans
8,643

 
9,279

Adjusted loans, net of deferred fees and costs
10,346,061

 
8,409,585

 
 
 
 
Allowance for credit losses to gross loans
1.11
%
 
1.31
%
Allowance for credit losses to gross loans, adjusted for acquisition accounting (6)
1.35

 
1.45



19



Western Alliance Bancorporation and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
Unaudited

Regulatory Capital:
 
Basel III
 
June 30, 2015
 
(in thousands)
Common Equity Tier 1:
 
Common equity
$
1,444,244

Less:
 
Accumulated other comprehensive income
15,348

Non-qualifying goodwill and intangibles
289,217

Disallowed deferred tax asset
3,093

Unrealized gain on trust preferred securities
5,965

Common equity Tier 1 (regulatory) (7) (10)
1,130,621

Plus:
 
Trust preferred securities
81,500

Preferred stock
70,500

Less:


Disallowed deferred tax asset
4,640

Unrealized gain on trust preferred securities
8,948

Tier 1 capital (8) (10)
$
1,269,033

Divided by: estimated risk-weighted assets (regulatory (8) (10)
$
12,439,928

Common equity Tier 1 ratio (8) (10)
9.1
%
 
 
Total Capital:
 
Tier 1 capital (regulatory) (7) (10)
$
1,269,033

Plus:
 
Subordinated debt
136,778

Qualifying allowance for credit losses
115,056

Other
2,124

Less: Tier 2 qualifying capital deductions

Tier 2 capital
$
253,958

Total capital
1,522,991

 
 
Tier 1 Capital:
 
Classified assets
$
230,959

Divided by:
 
Common equity Tier 1 (regulatory) (7) (10)
1,130,621

Plus: Allowance for credit losses
115,056

Total Common equity Tier 1 plus allowance for credit losses
$
1,245,677

Classified assets to common equity Tier 1 plus allowance (9) (10)
19
%

20



(1)
We believe these non-GAAP measurements provide a useful indication of the cash generating capacity of the Company.
(2)
We believe this non-GAAP measurement is a key indicator of the earnings power of the Company.
(3)
We believe these non-GAAP ratios provide an important metric with which to analyze and evaluate financial condition and capital strength.
(4)
We believe this non-GAAP ratio improves the comparability to other institutions that have not engaged in acquisitions that resulted in recorded goodwill and other intangibles.
(5)
We believe this non-GAAP ratio provides a useful metric to measure the operating efficiency of the Company.
(6)
We believe this non-GAAP ratio is a useful metric in understanding the Company's total allowance for credit losses, adjusted for acquisition accounting, as under U.S. GAAP, a company's allowance for credit losses is not carried over in an acquisition, rather these loans are shown as being purchased at a discount that factors in expected future credit losses.
(7)
Under the current guidelines of the Federal Reserve and the Federal Deposit Insurance Corporation, common equity Tier 1 capital consists of common stock, retained earnings, and minority interests in certain subsidiaries, less most other intangible assets.
(8)
Common equity Tier 1 is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a bank's balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of the risk categories defined under new capital guidelines. The aggregated dollar amount in each category is then multiplied by the risk weighting assigned to that category. The resulting weighted values from each category are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator (risk-weighted assets) to determine the common equity Tier 1 ratio. Common equity Tier 1 is divided by the risk-weighted assets to determine the common equity Tier 1 ratio. We believe this non-GAAP ratio provides an important metric with which to analyze and evaluate financial condition and capital strength.
(9)
We believe this non-GAAP ratio provides an important regulatory metric to analyze asset quality.
(10)
Current quarter is preliminary until Call Reports are filed.
CONTACT:
Western Alliance Bancorporation
Dale Gibbons, 602-952-5476


21


(NYSE: WAL) July 27, 2015 Western Alliance Bancorporation 2nd Quarter Earnings Call


 
2 Financial Highlights Q2 2015 Highlights q Completed acquisition of Bridge Capital Holdings on June 30, 2015, increasing total assets, gross loans and total deposits by $2.20 billion, $1.45 billion and $1.74 billion, respectively q Q2 2015 net income of $34.7 million and EPS of $0.39 q Operating earnings of $43.5 million and operating earnings per share of $0.49, excluding the effects of debt valuation adjustments, merger expenses and OREO gains q Net operating revenue of $114.4 million, constituting year-over-year growth of 15.1%, or $15.0 million, compared to an increase in operating expenses of 4.9%, or $2.6 million q Efficiency ratio of 44.6%, compared to 46.7% in the first quarter 2015, and 49.3% in the second quarter 2014 q Loans of $10.36 billion, including acquired Bridge loans of $1.45 billion and organic loan growth for the quarter of $95 million and $515 million for the first six months of 2015 q Deposits of $11.41 billion, including acquired Bridge deposits of $1.74 billion and organic deposit growth flat for the quarter and $734 million for the first six months of 2015 q Tangible book value per share during the quarter grew $0.53 from $10.72 to $11.25 q Nonperforming assets (nonaccrual loans and repossessed assets) to total assets was 0.88%. Net loan recoveries to average loans outstanding was 0.13% (annualized) q Tangible Common Equity ratio of 8.7% and Common Equity Tier 1 ratio of 9.1% q ROA of 1.24% and ROTCE of 14.10%, compared to operating ROA of 1.56% and operating ROTCE of 17.66%


 
3 Quarterly Consolidated Financial Results Q2 2015 Highlights q Net Interest Income rose $5.6 million compared to prior quarter driven by loan growth and one more day in the quarter. Net Interest Income rose $14.8 million from Q2-14 primarily due to loan growth q Operating Non-Interest Expense increased $0.4 million compared to Q1-15 and $2.6 million compared to Q2-14 q Debt Valuation and Other FMV Adjustments primarily relates to the $7.7 million non-cash charge for the valuation of Trust Preferreds q Other includes $7.8 million of Bridge merger related and other expenses $ in millions, except EPS Q2-15 Q1-15 Q2-14 Net Interest Income $ 108.7 $ 103.1 $ 93.9 Operating Non-Interest Income 5.7 5.7 5.5 Net Operating Revenue $ 114.4 $ 108.8 $ 99.4 Operating Non-Interest Expense (54.6) (54.2) (52.0) Pre-Tax, Pre-Provision Income $ 59.8 $ 54.6 $ 47.4 Provision for Credit Losses — (0.7) (0.5) Gains on OREO and Other Assets 1.2 0.4 (0.2) Debt Valuation and Other Fair Market Value Adjustments (7.9) (0.3) 0.2 Merger and Other (7.8) 0.3 (0.2) Pre-tax Income $ 45.3 $ 54.3 $ 46.7 Income Tax (10.6) (14.1) (10.7) Discontinued Operations — — (0.5) Net Income $ 34.7 $ 40.2 $ 35.5 Preferred Dividend (0.2) (0.2) (0.4) Net Income Available to Common $ 34.5 $ 40.0 $ 35.1 Average Diluted Shares Outstanding 88.7 88.5 87.3 Earnings Per Share $ 0.39 $ 0.45 $ 0.40 Operating Earnings Per Share $ 0.49 $ 0.45 $ 0.40


 
4 Cash and Due from Banks Net Interest Drivers Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $379 $259 $164 $492 $700 $ in billions, unless otherwise indicated Loans and Yield * Total Investments and Yield Interest Bearing Deposits and Cost of Funds * $ in millions Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 3.08% 3.11% 3.07% 3.09% 3.06% $1.6 $1.6 $1.5 $1.5 $1.5 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 0.32% 0.33% 0.32% 0.30% 0.31% $6.2 $6.5 $6.6 $7.0 $7.5 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 5.29% 5.18% 5.20% 4.97% 5.06% $7.5 $7.9 $8.4 $8.8 $10.4 Q2 2015 Highlights q Total Investment balances essentially flat. Yields decreased by 3 basis point from prior quarter and 2 basis points from prior year q Loan yields increased 9 basis points from prior quarter primarily due to one additional day q Cost of funds increased 1 basis point * Loan balance and interest bearing deposits as of June 30, 2015 include $1.45 billion of loans and $1.74 billion of deposits acquired in the acquisition of Bridge. However, loan yield and interest bearing deposit costs of funds exclude Bridge results. For the three months ended June 30, 2015, the Bridge loan yield was 6.12% and interest bearing deposit cost of funds was 0.21%.


 
5 Net Interest Income and Accretion $ in millions Note: Disposition Accretion is the recognition of incremental credit and interest rate marks upon sale, disposition or transfer to OREO of a PCI loan; Normal Accretion includes the scheduled amortization of interest rate marks of PCI loans over the estimated remaining life of the loan pool. Q2 2015 Highlights q Increase in Net Interest Income commensurate with increase in average loan balances from Q1-15 q NIM increased primarily as a result of one additional day in the quarter as well as higher disposition accretion q Adjusted NIM for disposition accretion was 4.33% for the quarter, compared to reported NIM of 4.41% Net Interest Income and NIM Purchased Credit Impaired Loan Accretion Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 4.39% 4.43% 4.44% 4.35% 4.41% Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 4.26% 4.33% 4.39% 4.31% 4.33% Disposition Accretion Normal Accretion Adjusted Net Interest Margin, excluding disposition accretion • $93.9 $98.1 $102.1 $103.1 $108.7 $3.1 $2.5 $1.2 $1.0 $2.1 $1.8 $1.6 $1.4 $1.1 $1.0


 
6 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $6.4 $6.5 $7.1 $6.9 $7.2 $6.8 $5.4 $5.8 $7.1 $7.3 $7.0 $7.6 $10.8 $7.7 $7.7 Operating Expenses and Efficiency $ in millions Q2 2015 Highlights q Efficiency ratio improved to a record 44.6% due to a 15.1% increase in operating revenue versus a 4.9% increase in operating expenses compared to a year ago q Operating Non-Interest Expense increased $0.4 million during the quarter and increased $2.6 million from Q2-14 q Compensation costs were essentially flat compared to prior quarter and increased 1.9% from Q2-14 primarily due to increased staffing and performance awards. Other expenses are rising year over year primarily due to growth Operating Expenses and Efficiency Ratio * Breakdown of Operating Expenses Other Professional Fees + Data Processing Occupancy + Insurance Compensation Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 49.3% 47.1% 49.3% 46.7% 44.6% $52.0 $51.7 $56.8 $54.2 $54.6 $32.4 $31.8 $32.2 $33.1 $32.5 * Operating expenses and operating non-interest revenue of Bridge for the three months ended June 30, 2015 were $16.1 million and $4.0 million, respectively, which are excluded from the Company's operating expenses presented above.


 
7 Pre-Tax, Pre-Provision Operating Income, Net Income, and ROA $ in millions Pre-Tax, Pre-Provision Operating Income and ROA Net Income and ROA Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $47.4 $51.8 $52.0 $54.5 $59.9 1.95% 2.06% 2.00% 2.03% 2.14% Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $35.5 $40.9 $40.4 $40.2 $34.7 1.46% 1.63% 1.56% 1.49% 1.24% Both Pre-Provision, Pre-Tax ROA and Net Income ROA metrics exclude the Bridge balances that were acquired on June 30, 2015. Decrease in ROA is due to the effects of the debt valuation charge and the Bridge-related merger expenses.


 
8 Consolidated Balance Sheet $ in millions q Total loans includes Bridge loans of $1.45 billion, recorded net of credit and interest rate discounts of $25 million, with an average life of 4.25 years q Other assets includes $260 million of goodwill and a $15 million core deposit intangible asset (10-year average life), which were both a result of the Bridge merger q Shareholders' Equity increased $557 million, or 58%, to $1.52 billion in Q2-15 from $958 million in Q2-14, $431 million of which is related to the Bridge acquisition q TBV increased $0.53 a share to $11.25 (4.9%) from the prior quarter and $2.23 (24.7%) from a year ago Q2 2015 HighlightsQ2-15 Q1-15 Q2-14 Investments & Cash $ 2,290 $ 1,946 $ 1,986 Total Loans 10,361 8,819 7,545 Allowance for Credit Losses (115) (112) (106) Other Assets 934 599 599 Total Assets $ 13,470 $ 11,252 $ 10,024 Deposits $ 11,407 $ 9,662 $ 8,470 Borrowings 378 363 434 Other Liabilities 170 176 162 Total Liabilities $ 11,955 $ 10,201 $ 9,066 Shareholders' Equity 1,515 1,051 958 Total Liabilities and Equity $ 13,470 $ 11,252 $ 10,024 Tangible Book Value Per Share $ 11.25 $ 10.72 $ 9.02


 
9 Loan Growth and Portfolio Composition $ in millions Commercial & Industrial CRE, Non- Owner Occupied CRE, Owner Occupied Residential and Consumer Construction & Land Q2 2015 Highlights q Bridge additions are as follows: - Residential & Consumer: $26 million, - Construction & Land: $99 million, - CRE Non-Owner Occ: $73 million, - CRE Owner Occ: $158 million, - C&I: $1.09 billion $2.82 Billion Year Over Year Growth Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $3,028 $3,294 $3,532 $3,725 $4,760 $1,603 $1,620 $1,733 $1,818 $2,019$1,934 $1,993 $2,053 $2,114 $2,234 $609 $672 $748 $843 $1,003 $7,545 $7,930 $8,398 $8,819 $10,361 Growth: +385 +468 +420 +1,542 4.9% 21.2% 25.7% 40.1% 8.1% 3.3% 19.5% 21.6% 45.9% 9.7% $370 $351 $332 $319 $345 3.6% 42.2% 20.6% 24.0% 9.6%


 
10 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $2,279 $2,247 $2,288 $2,657 $3,925 $795 $809 $855 $937 $1,001 $3,637 $3,685 $3,870 $4,121 $4,734$1,759 $1,957 $1,918 $1,947 $1,747 Deposit Growth and Composition $ in millions NOW CDs Non-Int Bearing DDA $8,470 $8,698 $8,931 $9,662 $11,407 Growth: +228 +233 +731 +1,745 Q2 2015 Highlights q Bridge additions are as follows: - CDs: $24 million, - Savings and MMDA: $513 million, - NOW: $15 million, - Non-Int Bearing DDA: $1.19 billion 9.4% 20.8% 26.9% 42.9% 8.8% 15.3% 34.4% 41.5% $2.94 Billion Year Over Year Growth Savings and MMDA 20.2% 42.6% 9.7% 27.5%


 
11 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 $51 $43 $46 $53 $50 $64 $75 $68 $61 $59 $101 $86 $72 $60 $63 $72 $78 $78 $84 $83 Adversely Graded Loans and Non-Performing Assets Organic Acquired * NPA’s Adversely Graded Loans $258 $96 Accruing TDRs total $80 million as of 6/30/2015 $288 $282 $264 $43 $255 $ in millions Special Mention Loans Classified Accruing Loans Non-Performing Loans OREO $48 $51 $60 * Net of total credit and interest rate discounts from acquisitions of $26 million as of 6/30/2015


 
12 Charge-Offs, Recoveries, and Provision Q2 2015 HighlightsGross Charge Offs and Recoveries Net Recoveries and Rate Provision for Credit Losses and ALLL q Recoveries of $5.0 million exceeded gross charge-offs of $2.0 million, resulting in net recoveries of $3.0 million q Annualized net recovery rate in Q2-15 was 0.13%, compared to a net recovery rate of 0.06% for Q1-15 q No provision for credit losses required as a result of net recoveries and credit quality $ in millions Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 1.40% 1.38% 1.31% 1.27% 1.11% Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 (0.09)% (0.15)% (0.04)% (0.06)% (0.13)% $2.0 $1.0 $2.6 $0.8 $2.0 $(3.5) $(3.8) $(3.4) $(2.0) $(5.0) $0.4 $0.3 $0.7 $0.0 $(1.5) $(2.8) $(0.8) $(1.2) $(3.0) • • Provision for Credit Losses ALLL/Total LoansNet Recoveries $Net Recoveries % Gross Charge Offs Recoveries $0.5


 
13 Adjusted for Effect of No Reserve for Acquired Loans Reported Less: Acquired Loans* Adjusted Allowance for Credit Losses $ 115 $ 115 Total Loans 10,321 1,723 8,598 Ratio 1.11% 1.34% Adjusted for Effect of Acquired Loans Booked at Discount Reported Plus: Credit Discount* Adjusted Allowance for Credit Losses $ 115 $ 25 $ 140 Total Loans 10,321 25 10,346 Ratio 1.11% 1.35% * Western Liberty, Centennial and Bridge acquisitions Allowance for Credit Losses at 6/30/2015


 
14 Capital Ratios Q2 2015 Highlights q Tangible common equity improved 82 basis points year-over-year to 8.7%, even though total assets increased 34.4% q During Q2 2015, Western Alliance Bank issued $150 million of subordinated debt, significantly improving its total capital ratio 13% 12% 11% 10% 9% 8% 7% Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 7.9% 8.2% 8.6% 8.5% 8.7% 9.0% 9.0% 9.3% 9.0% 9.1% 10.0% 10.1% 9.7% 9.8% 10.0% 12.5% 12.2% 11.7% 11.3% 12.2% Capital Ratios Total Capital Tier 1 Leverage Ratio Common Equity Tier 1 Tangible Common Equity Basel I Basel III


 
15 Outlook 3rd Quarter 2015 q Bridge Merger q Loan and Deposit Growth q Interest Margin q Operating Efficiency q Asset Quality


 
16 Forward-Looking Statements This presentation contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding our acquisition of Bridge Capital Holdings, the performance of the combined company, and any guidance, outlook, or expectations relating to loan and deposit growth, interest margin, operating efficiency, and asset quality. The forward-looking statements contained herein reflect our current views about future events and financial performance and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from historical or expected results include, among others: the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; inflation, interest rate, market and monetary fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and services; higher defaults on our loan portfolio than we expect; changes in management’s estimate of the adequacy of the allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; supervisory actions by regulatory agencies which may limit our ability to pursue certain growth opportunities, including expansion through acquisitions; management’s estimates and projections of interest rates and interest rate policy; the execution of our business plan; and other factors affecting the financial services industry generally or the banking industry in particular. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this presentation to reflect new information, future events or otherwise.


 
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