WIBC Wilshire Bancorp, Inc. (MM)

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):

January 25, 2016

____________________

WILSHIRE BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________

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

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

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

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

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

ITEM 2.02                         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This information set forth under “Item 2.02. Results of Operations and Financial Condition,” including the Exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

On January 25, 2016, Wilshire Bancorp, Inc. issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2015.  A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01                         FINANCIAL STATEMENTS AND EXHIBITS

(d)                             Exhibits

Exhibit 99.1                 Press release dated January 25, 2016, issued by Wilshire Bancorp, Inc.

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

WILSHIRE BANCORP, INC.

EXHIBIT INDEX

Exhibit 99.1

Wilshire Bancorp Reports Net Income of $13.9 Million or

$0.18 per Share for Fourth Quarter 2015

LOS ANGELES, January 25, 2016 - Wilshire Bancorp, Inc. (NASDAQ: WIBC) (the “Company”), the holding company for Wilshire Bank (the “Bank”), today reported net income of $13.9 million, or $0.18 per diluted common share, for the quarter ended December 31, 2015. This compares to net income of $16.1 million, or $0.20 per diluted common share, for the same period of the prior year, and net income of $13.3 million, or $0.17 per diluted common share, for the third quarter of 2015. Excluding $994,000 in non-deductible merger-related costs related to the BBCN Bancorp Inc. (“BBCN”) merger of equals, net income was $14.9 million, or $0.19 per diluted common share, for the fourth quarter of 2015.*

Jae Whan (J.W.) Yoo, President and CEO of Wilshire Bancorp, said, “We finished 2015 with excellent momentum, generating more than $500 million in loan originations, a historical high. During the fourth quarter, we received strong contributions from most of our major lending areas including commercial real estate, commercial and industrial, and Small Business Administration (“SBA”). With our strong loan production in the second half of the year, we were able to increase our total loan portfolio by 16% in 2015, while experiencing positive trends in asset quality.”

“We were also able to effectively redeploy a significant portion of our excess liquidity during the fourth quarter by funding our strong loan production, investing in our securities portfolio, and allowing certain higher cost deposits to run-off. As a result, our net interest margin increased seven basis points during the fourth quarter to 3.56%.”

“We are very excited about our pending merger of equals with BBCN Bancorp and we look forward to the opportunity to better serve our markets as part of the premier Korean-American bank in the United States,” said Mr. Yoo.

Q4 2015 Summary

§     Net income totaled $13.9 million, or $0.18 per diluted common share, for the fourth quarter of 2015

§     Return on average assets of 1.18% and return on average equity of 10.43% for the fourth quarter of 2015

§     Net interest margin of 3.56% for the fourth quarter of 2015, an increase from 3.49% for the third quarter of 2015

§     Improvement in credit quality from the third of 2015 to fourth quarter of 2015 with a decline in non-accrual, delinquencies, TDR, and classified loans

§     Net recoveries increased from $795,000 for the third quarter of 2015, to $2.3 million for the fourth quarter of 2015

§     Loan originations of $502.9 million during the fourth quarter of 2015 compared to $327.4 million for the fourth quarter of 2014

§     Loans receivable (net of deferred fees and costs) totaled $3.82 billion at December 31, 2015, an increase of 15% from $3.31 billion at December 31, 2014

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§     Total deposits were $3.84 billion at December 31, 2015, an increase of 13% from $3.40 billion at December 31, 2014

§     Demand deposits totaled $1.09 billion at December 31, 2015, an increase of 19% from $915.4 million at December 31, 2014

§     Merger-related costs of $994,000 related to the pending merger of equals with BBCN

* “Net income and earnings per share before merger-related costs” are Non-GAAP measures of financial performance. Please refer to the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” table at the end of this press release for a reconciliation of Net income and earnings per share before merger-related costs to Net income and earnings per share.

STATEMENT OF OPERATIONS

Net interest income before provision for losses on loans and loan commitments totaled $39.4 million for the fourth quarter of 2015, an increase of 5.2% from $37.5 million for both the fourth quarter of 2014 and the third quarter of 2015. Relative to the fourth quarter of 2014 and third quarter of 2015, net interest income was positively impacted by an increase in average total loans and investments securities.

Net interest margin was 3.56% for the fourth quarter of 2015, compared to 3.49% for the third quarter of 2015, and 4.00% for the fourth quarter of 2014. The increase in net interest margin from the third to fourth quarter of 2015 was attributable to an increase in average loans and the deployment of lower yielding excess cash.

Loan yields were 4.80% for the fourth quarter of 2015, compared to 4.76% for the third quarter of 2015, and 5.09% for the fourth quarter of 2014.

The total cost of deposits was 0.61% for the fourth quarter of 2015, compared to 0.62% for the third quarter of 2015, and 0.58% for the fourth quarter of 2014. Compared to the third quarter of 2015, the decrease in the cost of deposits for the fourth quarter of 2015 was primarily due to the run-off of higher cost other time deposits.

Non-Interest Income

Total non-interest income was $9.5 million for the fourth quarter of 2015, compared to $9.5 million for the third quarter of 2015, and $9.9 million for the fourth quarter of 2014.

The Company recognized $2.9 million in net gain on sales of loans during the fourth quarter of 2015, compared to $3.2 million for the third quarter of 2015, and $3.5 million for the fourth quarter of 2014. Net gain on sale of loans in the fourth quarter of 2015 consisted of $2.0 million in gains on sales of SBA loans, $898,000 in net gains on sales of residential mortgage loans, and $62,000 in gains from the sale of non-performing loans. The decline in net gain on sale of loans for the fourth quarter of 2015, compared to the previous quarter, was primarily due to a decline in sale of residential mortgage loans, while the decline from the fourth quarter of 2014 was due to a reduction in SBA loan sales in addition to a decline in average premium rates.

Other non-interest income totaled $3.7 million for the fourth quarter of 2015, compared to $3.3 million for both the third quarter of 2015 and fourth quarter of 2014. The increase in other non-interest income from the third to fourth quarter of 2015 was primarily due to an increase in loan servicing and other miscellaneous loan related income.

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Non-Interest Expense

Total non-interest expense was $26.6 million for the fourth quarter of 2015, compared with $25.8 million for the third quarter of 2015, and $23.5 million for the fourth quarter of 2014. The increase in non-interest expense from the prior quarter was primarily due to $994,000 in merger-related costs related to the planned merger of equals with BBCN, consisting mostly of financial advisor fees and legal expenses. Merger-related costs also contributed to an approximate 1.60% increase in tax rate for the fourth quarter of 2015, as these expenses were not tax deductible.

Total salaries and employee benefits expense was $13.7 million for the fourth quarter of 2015, compared to $13.6 million for the third quarter of 2015, and $12.4 million for the fourth quarter of 2014. The increase in salaries and employee benefits for the fourth quarter of 2015 compared to the fourth quarter of 2014 was due to an overall increase in total employees, primarily to support the expansion of the residential mortgage lending business.

The Company’s operating efficiency ratio was 54.3% for the fourth quarter of 2015, compared with 54.8% for the third quarter of 2015, and 49.5% for the fourth quarter of 2014.

BALANCE SHEET

During the fourth quarter of 2015, the Company was able to reduce its cash and cash equivalents balance from $488.3 million at September 30, 2015, to $118.2 million at December 31, 2015. Excess cash was deployed in the fourth quarter of 2015 through the purchase of investment securities and funding loan growth. Higher cost time deposits and brokered money market accounts were also run-off during the fourth quarter of 2015, which helped to reduce cash equivalents to levels at year end.

Total loans receivable (net of deferred fees and costs) were $3.82 billion at December 31, 2015, compared to $3.63 billion at September 30, 2015. The increase in loans during the fourth quarter of 2015 was primarily attributable to growth in the real estate secured portfolio.

The following table shows total loans receivable, loans held-for-sale, and total loans by loan type:

* Total loans receivable and total loans are net of deferred fees and costs as shown in the consolidated balance sheet presentation

The following table shows quarterly loan originations:

* Warehouse lines of credit are reported as commercial and industrial loans on the consolidated balance sheet.

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Originations for the fourth quarter of 2015 totaled $502.9 million, compared to $416.2 million for the third quarter of 2015, and $327.4 million for the fourth quarter of 2014. The increase in loan origination for the three months ended December 31, 2015, compared to the previous quarter, was due to an increase in real estate secured and SBA loan originations.

Total SBA loans held-for-sale at the end of the fourth quarter of 2015 were $5.5 million, compared to $2.2 million at the end of the previous quarter. The decision to retain or sell SBA loans is made on a quarter-to-quarter basis, depending on prevailing pricing in the secondary market and the Company’s liquidity needs. Residential mortgage loans held-for-sale at the end of the fourth quarter of 2015 were $19.7 million, compared to $9.6 million at the end of the third quarter of 2015.

Total deposits were $3.84 billion at December 31, 2015, compared with $3.94 billion at September 30, 2015. The decrease in total deposits was attributable to the strategic run-off of higher cost time deposits and a reduction in brokered money market deposits.

CREDIT QUALITY

During the fourth quarter of 2015, the Company experienced general improvement in asset quality, continued low levels of charge-offs, and significant loan recoveries. As a result, the Company determined that no provision for losses on loans and loan commitments was required for the fourth quarter of 2015 in spite of the loan growth experienced during the quarter.

The allowance for loan losses totaled $52.4 million, or 1.37% of gross loans (excluding loans held-for-sale), at December 31, 2015, compared to $50.1 million, or 1.38% of gross loans (excluding loans held-for-sale), at September 30, 2015. The coverage ratio of the allowance for loan losses to non-performing assets was 169.74% at December 31, 2015, compared with 130.23% at September 30, 2015.

Non-Performing Loans

At December 31, 2015, total non-performing loans were $21.7 million, or 0.56% of total gross loans, compared to $27.2 million, or 0.74% of total gross loans, at September 30, 2015.

The following table shows total non-performing loans by loan type:

Net Charge-offs/Recoveries

During the fourth quarter of 2015, the Company had total gross charge-offs of $1.4 million, and recoveries of $3.7 million, which resulted in net recoveries of $2.3 million, compared to net recoveries of $795,000 for the third quarter of 2015.

Gross charge-offs and recoveries by loan type are reflected in the tables below:

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Other measures of credit quality are shown in the following tables:

CAPITAL RATIOS

As of December 31, 2015, all of the Company’s capital ratios remain in excess of “well capitalized” regulatory requirements as shown in the following table:

* “Tangible Common Equity” and “Tangible Assets” are Non-GAAP measures of financial performance. Please refer to the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” table at the end of this press release for a reconciliation of Tangible Common Equity to Shareholders’ Equity and Tangible Assets to Total Assets.

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CONFERENCE CALL

Management will host its quarterly conference call on January 26, 2016, at 11:00 a.m. PT (2:00 p.m. ET). Investment professionals are invited to participate in the call by dialing toll-free 888-298-2143 (domestic) or 503-406-4050 (international) and providing passcode number 20355338.

ABOUT WILSHIRE BANCORP

Headquartered in Los Angeles, Wilshire Bancorp is the parent company of Wilshire Bank, which operates 35 branch offices in California, Texas, Alabama, Georgia, New Jersey, and New York. Wilshire Bancorp also operates six loan production offices of which four are utilized primarily for the origination of loans under the Small Business Administration lending program located in California, Colorado, Georgia, and Washington, and two that are utilized primarily for the origination of residential mortgage loans located in California. Wilshire Bank is a community bank with a focus on commercial real estate lending and general commercial banking, with its primary markets encompassing the multi-ethnic populations of the Los Angeles, New York, New Jersey, and Texas. For more information, please go to www.wilshirebank.com.

ABOUT BBCN BANCORP, INC.

BBCN Bancorp, Inc. is the holding company of BBCN Bank, the largest Korean-American bank in the nation. Headquartered in Los Angeles and serving a diverse mix of customers mirroring its communities, BBCN operates 50 branches in California, New York, New Jersey, Illinois, Washington, and Virginia; eight loan production offices in Seattle, Denver, Dallas, Atlanta, Northern California, Annandale, Virginia, Portland, Oregon, and Fremont, California; and a representative office in Seoul, Korea.  BBCN specializes in core business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and business lending, SBA lending and international trade financing. BBCN Bank is a California-chartered bank and its deposits are insured by the FDIC to the extent provided by law. BBCN is an Equal Opportunity Lender.

ADDITIONAL INFORMATION ABOUT MERGER AND WHERE TO FIND IT

In connection with the proposed merger, BBCN Bancorp, Inc. will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement/Prospectus of Wilshire Bancorp, Inc. and BBCN Bancorp, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Wilshire Bancorp and BBCN Bancorp at the SEC’s Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, from BBCN at www.BBCNbank.com in the “Investor Relations” section under the “About” tab, or from Wilshire Bancorp at www.wilshirebank.com in the “Investor Relations” section under the “About Wilshire Bank” tab.

PARTICIPANTS IN SOLICITATION

Wilshire Bancorp and BBCN Bancorp and their respective directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning Wilshire Bancorp’s participants is set forth in the proxy statement, dated April 9, 2015, for Wilshire Bancorp’s 2015 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning BBCN Bancorp’s participants is set forth in the proxy statement, dated May 1, 2015, and supplemental proxy materials, dated May 20, 2015, for BBCN Bancorp’s 2015 annual meeting of stockholders, as filed with the SEC on Schedules 14A. Additional information regarding the interests of participants of Wilshire Bancorp and BBCN Bancorp in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.

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FORWARD-LOOKING STATEMENTS

This press release contains statements regarding the proposed transaction between Wilshire Bancorp and BBCN Bancorp. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of BBCN Bancorp, Wilshire Bancorp and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans, “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of the shareholders of both Wilshire Bancorp and BBCN Bancorp, and other customary closing conditions.  There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all.  If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Wilshire Bancorp and BBCN Bancorp and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than expected; required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in which the combined company will operate, may be different than expected, which could result in, among other things, a deterioration in credit quality or a reduced demand for credit and have a negative effect on the combined company’s loan portfolio and allowance for loan losses; changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined company’s business and operating results.

For a more complete list and description of such risks and uncertainties, refer to Wilshire Bancorp’s Form 10-K for the year ended December 31, 2014, and BBCN Bancorp’s Form 10-K for the year ended December 31, 2014, as amended, as well as other filings made by Wilshire Bancorp and BBCN Bancorp with the SEC. Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, Wilshire Bancorp and BBCN Bancorp disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

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(continued)

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CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars In Thousands, Except Per Share Data) (Unaudited)

(continued)

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CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars In Thousands, Except Per Share Data) (Unaudited)