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ANNUAL AND SPECIAL MEETING MARCH 28, 2013

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Page 1: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

ANNUAL AND SPECIAL MEETING

MARCH 28, 2013

Page 2: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

Auditor

KPMG LLP

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Director Nominees for PWCC

• William Mitchell• David Taylor• Patrick George• Arnold Hillier• Paul Oliver• Robbert Jan Brabander

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Page 5: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

Auditor

KPMG LLP

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Presentation AgendaDavid R. Taylor, President & CEO• Company Overview• Fiscal 2012 Financial Performance• PWB Key Growth Drivers• Group Capital Restructuring• A New Role for PWC• Closing Remarks

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Page 8: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

AdvisoryThe Corporation occasionally makes forward-looking statements about its objectives, operations and targeted financial results. These statements may be written or verbal and may be included in such things as press releases, corporate presentations, Annual Reports and other disclosure documents and communications. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. A number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the strength of the Canadian economy in general and the strength of local economies within Canada in which we conduct operations; the effect of changes in interest rates; the effects of competition in the markets in which we operate; capital market fluctuations; and, the impact of changes in laws and regulations. When relying on forward-looking statements to make decisions, investors and others should carefully consider these factors and other uncertainties or potential events. The Corporation makes no undertaking to update any forward-looking statement that is made from time to time by the Corporation.

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Company Overview• PWCC is a TSX-listed holding company of Pacific

& Western Bank of Canada (PWB);• PWB was founded in 1979 as Pacific & Western

Trust Corporation;• PWB became a Schedule I Canadian Chartered

Bank on August 1, 2002;• PWB is a member institution of the Canada

Deposit Insurance Corporation;• Deposits generated through a “branchless”

diversified network of over 120 financial advisory and brokerage firms;

• Key lending segments include commercial real estate, bulk lease finance, public sector and retail (credit card);

• Focus on lending within under-served markets;• CMHC approved lender;

National Presence

Vancouver

Calgary

Saskatoon

London(Headquarters) Waterloo

TorontoOttawa

Key Metrics – As @ October 31, 2012Total Loans & Leases $1.2 billion

Total Assets $1.5 billion

Shareholders Equity $93 million

Total Deposits $1.3 billion

Pacific & Western Credit Corp.

Page 10: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

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Corporate StructurePacific & Western Credit Corp.

(TSX:PWC)(“PWCC”)

Pacific & Western Bank of Canada(“PWB”)

100% 100%

Versabanq Innovations Inc.(“VBI”)

Wholly-owned and principal subsidiary of PWCC;

Operates as a Schedule I bank under the Bank Act (Canada);

Provides lending services to select niche markets;

Deposits are received through a diversified deposit broker network across Canada;

Member institution of CDIC.

Incorporated in 2006;Wholly-owned subsidiary of PWCC;Currently holds the asset and

deposit management software and licenses to PWB under a related party software licensing agreement;

Currently no employees or operations.

Holding companyShares trade on the TSX under the

ticker “PWC”Holds 100% of the common

shares of PWB.Not classified as a “Bank Holding

Company” under Bank Act (Canada)

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Branchless Bank ModelDeposit Gathering Activities

Deposit BrokerServices

Lending Services

Real Estate Public Sector Corporate Loans& Leases Retail Loans

Land & construction loans, residential term mortgages, commercial term mortgages and insured mortgages.

Sourced directly through the Bank or via brokers and syndication partnerships with other financial institutions.

Financing to public sector entities and PPPs.

Sourced directly or through small brokers, leasing companies / vendor partners or syndication partnerships with other financial institutions.

Term loans and leases to corporate and mid-market commercial companies.

Sourced directly or through securitized assignments from non-institutional lenders .

Consumer loans sourced through securitized assignments from non-institutional lenders.

Private label credit card program with Home Hardware.

Deposits raised through “branchless” network of over 120 brokers across Canada

7,446 Investment Advisors in 2,286 Deposit Broker offices across Canada

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PWB’s Vision:• We aspire to be the preferred provider of financial solutions to our clients.

PWB’s Mission:• To deliver a competitive and sustainable rate of return to shareholders by delivering ideally suited financial products, services and solutions to our clients in selected niche markets throughout Canada.

PWB’s Strategic Objectives:1. Expand and diversify lending operations to Include higher spread commercial and retail

lending products.

2. Diversify our deposit product offerings and capture new cost-effective, stable funding sources.

Strategic Highlights

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Key Performance Trends

$978

$1,111

$930$965

$1,091

$1,210

2007 2008 2009 2010 2011 2012

CGAAP IFRS

$19.6$16.9$19.1$18.2$18.1

$13.2$13.5

1.30%1.20%

1.38%1.30%

0.91%0.91%

1.50%

0

0

0

0

0

0

0

0

0

2007 2008 2009 2010 2011 2011 2012

0

5

10

15

20

25

CGAAP IFRS

Net Interest Income ($ millions)

Loan Growth ($ millions)

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Credit QualityProvision for Credit Losses as % Average Loans

Gross Impaired Loans to Total Loans

0.15%

0.70% 0.69%

0.34%

0.14% 0.13%

2007 2008 2009 2010 2011 2012

0.08%

0.27%0.34%

-0.12%

0.03% 0.04%

2007 2008 2009 2010 2011 2012

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Pacific & Western Bank of CanadaFinancial Performance

(000s)IFRS

Q1 2013IFRS 2012

IFRS 2011

CGAAP 2010

CGAAP 2009

CGAAP 2008

OPERATING RESULTSNet Interest Income 5,929$ 19,608$ 16,927$ 15,687$ 10,482$ 10,618$ Spread % 1.59% 1.30% 1.21% 1.15% 0.72% 0.72%Provision for Credit Losses (Recovery) (21) 461 309 (1,163) 3,449 2,836 Other Income 1,280 3,146 209 286 1,449 (23,654) Gains on Sale of Pref. Shares - 10,141 11,936 - - 0Net Interest Income and Other Income 7,230 32,434 28,763 17,136 8,482 (15,872) Net Income (Loss) 1,115$ 3,824$ 7,570$ 467$ (3,925)$ (20,894)$

Return on Average Assets 0.30% 0.25% 0.54% 0.30% -0.68% -1.41%Impaired Loans to Total Loans 0.14% 0.13% 0.14% 0.25% 0.45% 0.70%Provisions as % of AVG Loans 0.00% 0.04% 0.03% -0.12% 0.34% 0.27%

Common Equity Tier 1 Capital 85,335$ N/A N/A N/A N/A N/ATotal Regulatory Capital 131,084$ 143,714$ 149,006$ 129,182$ 121,769$ 94,752$ Risk-Weighted Assets 1,092,731$ 1,121,815$ 1,118,036$ 965,716$ 920,744$ 898,798$ Asset-To-Capital Multiple 10.37 10.86 9.87 10.39 11.81 16.28CET1 Ratio 7.81% N/A N/A N/A N/A N/ATotal Capital Ratio 12.00% 12.81% 13.33% 13.38% 13.23% 10.54%

CAPITAL RATIOS

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Pacific & Western Credit Corp. - Consolidated

Financial Performance

(000s)IFRS

Q1 2013IFRS 2012

IFRS 2011

CGAAP 2010

CGAAP 2009

CGAAP 2008

OPERATING RESULTSNet Earnings (loss) of PWB 1,115$ 3,824$ 7,570$ 467$ (3,925)$ (20,894)$ Net Interest Expense on Notes (732) (2,730) (4,586) (3,558) (5,096) (2,095) Interest Expense on Pref. Shares (1,227) (4,865) (4,808) (4,499) (548) - Net Non-Interest Expenses 133 272 (3,405) (484) (326) (1,231) Provision for Income Taxes (387) (1,573) (2,998) - - (1,822) Net Income (Loss) (1,098)$ (5,072)$ (8,227)$ (8,074)$ (9,895)$ (26,042)$

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Pacific & Western Credit Corp. - Consolidated

Financial Performance

(000s)IFRS

Q1 2013IFRS 2012

IFRS 2011

CGAAP 2010

CGAAP 2009

CGAAP 2008

ASSETS:Cash and Securities 234,919$ 299,993$ 325,743$ 331,650$ 443,957$ 366,806$ Mortgages and Loans 1,173,287 1,210,311 1,131,526 964,862 929,831 1,110,807 Other Assets 25,384 24,953 28,100 26,220 35,132 32,049 Total Assets 1,433,590$ 1,535,257$ 1,485,369$ 1,322,732$ 1,408,920$ 1,509,662$

LIABILITIES:Deposits 1,233,453 1,317,298 1,269,730 1,150,903 1,217,136 1,389,455 Other Liabilities 14,078 32,711 30,024 38,396 71,293 28,476 Securitization Liabilities 43,484 43,356 43,247 - - - Notes Payable 82,331 82,172 77,581 75,559 77,933 70,405 Preferred Share Liabilities 41,975 41,823 41,256 40,744 27,892 - Total Liabilities 1,415,321$ 1,517,360$ 1,461,838$ 1,305,602$ 1,394,254$ 1,488,336$

Shareholders' Equity 18,269$ 17,897$ 23,531$ 17,130$ 14,666$ 21,326$

Total 1,433,590$ 1,535,257$ 1,485,369$ 1,322,732$ 1,408,920$ 1,509,662$

Page 18: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

• July 2011 PWB signs contract with Home Hardware to provide private-label credit card

• January 2012, PWB launches HH Credit Card program

• As of February 28, 2013:– Over 32,700 Applications– Approx. 29,000 approved– $53.6 million in Sales– $1.15 million in balance

transfers– $25MM in Receivables

Bulk Finance Program Home Hardware Credit Card Trustee Deposit Initiative• In 2011, PWB signed a 10-year

agreement with the market-leading software provider to trustees (Promeric)

• Agreement to jointly develop and market fully-integrated banking software for trustees in bankruptcy

• March 23, 2011, PWB signs services agreement with Royal Bank of Canada as clearing agent

• Pilot program was launched on April 2nd, 2012 with Meyers Norris Penny LLP and BDO Canada joined pilot on June 4, 2012

• Successful completion of pilot and full program launched in July 2012

Key Growth Initiatives

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• In 2010, PWB appoints Moe Danis, VP Leasing to develop Bulk Finance Program

• December 2010, first $43 million funded

• August 2011, new software management program instituted

• As of February 28, 2013:– Over 35,000 contracts and over

$200 million funded since inception

– Current Portfolio = $128 million outstanding

– Over $11 million in Cash Reserves– 4 Warehouse facilities with total

$15 million capacity– 11 facilities funding and 3 others

pending approval

Page 19: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

Group Capital Restructuring

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Objectives:• Increase PWB’s CET1 ratio well above regulatory

minimum of 7%• Reduce PWB’s expensive subordinate debt• Provide an efficient mechanism to allow PWB to

become more independent of PWCC• Provide for the opportunity for PWCC to evolve

its business model from a holding company to a diversified investment company

Page 20: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

Capital Restructuring

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• On March 7, 2013, PWCC revised the terms of its outstanding of Series C Notes.

• As of June 30, 2014, PWCC will have the option to make interest payments in-kind in the form of PWB common shares held by PWCC

• PWCC overall aggregate cash obligations reduced by $5.6 million per year

• On March 8, 2013, PWCC converted $30MM of subordinated notes of PWB into common equity ownership of PWB.

• PWB’s shareholders’ equity increased to $124 million• Bank subdebt reduced to $21.5 million from $51.5 million• Bank CET1 capital increased by $30 million• Bank annual interest obligations reduced by $3.3 million

PWB Basel III Regulatory Capital Ratios Q1 2013 March 8/13 Regulatory Minimum

Common Equity Tier 1 Capital (CET1) 7.81% 10.4% 7.0%

Total Capital 12.00% 11.84% 10.5%

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Comparative Capital Adequacy

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LB

NBF

CWB

Scotia

TD

RBC

BMO

CIBC

PWB

7.5%

7.9%

8.0%

8.2%

8.8%

9.3%

9.4%

9.6%

10.4%

Common Equity Tier 1 Capital

Source: CIBC Company Reports. All figures are as of January 31, 2013 with the exception of PWB, which is as of March 8, 2013.

Page 22: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

A New Role for PWCC

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• List PWB’s common shares on the TSX• Allow PWB to raise capital independent of PWCC• Expected in April 2013

• Transition PWCC from a single purpose holding company to a diversified investment company• Continue to have controlling interest in PWB• Specialize in investing in income producing real estate (similar to

previous PacWest Ventures)• Leverage existing strengths:

• Long-standing strategic relationships with successful real estate developers• Existing knowledge and experience in local real estate markets• $35 million in available tax losses to shelter investment income

Page 23: ANNUAL AND SPECIAL MEETING MARCH 28, 2013. Auditor KPMG LLP 2

ANNUAL AND SPECIAL MEETING

MARCH 28, 2013