Pacific & Western Credit Corp. announces results for its third quarter ended July 31, 2012

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Aug 30, 2012, 12:45 ET

LONDON, ON, Aug. 30, 2012 /CNW/ -

THIRD QUARTER SUMMARY
(three months ended July 31, 2012, compared to three months ended July 31, 2011, unless otherwise noted)

Pacific & Western Credit Corp. (the "Corporation") implemented International Financial Reporting Standards (IFRS) as of November 1, 2011 and prior period results have been restated to an IFRS basis. Key results for the third quarter of 2012 include the following:

Pacific & Western Bank of Canada

Net income (loss) for Pacific & Western Bank of Canada (the "Bank"), Pacific & Western Credit Corp.'s wholly-owned subsidiary, for the three months ended July 31, 2012 was $1.8 million compared to ($323,000) for the same period a year ago. Included in net income for the three months ended July 31, 2012 were the results from credit card operations which showed costs to implement the program exceeding revenues by $798,000.
For the nine months ended July 31, 2012, net income of the Bank was $4.7 million compared to $1.3 million last year. Included in net income for the nine months ended July 31, 2012 was the results from credit card operations where costs to implement the program exceeded revenues by $2.2 million for the period.
Spread for the Bank for the three months ended July 31, 2012 increased to 1.25% from 1.12% for the same period a year ago and for the nine months ended July 31, 2012 increased to 1.24% from 1.17% last year.
Total revenue for the three months ended July 31, 2012 increased to $8.4 million from $4.5 million a year ago and included gains from the sale of securities of $3.0 million compared to $nil a year ago. For the nine months ended July 31, 2012, total revenue increased to $24.6 million compared to $15.6 million last year and included gains on the sale of securities of $10.1 million compared to $3.2 million last year.
Lending assets at July 31, 2012 increased to $1.26 billion from $1.12 billion a year ago, an increase of 12%.
Credit quality remains strong with gross impaired loans at July 31, 2012 totalling $1.7 million or 0.14% of total loans compared to $1.6 million or 0.14% of total loans a year ago. Net impaired loans totalled $51,000 at July 31, 2012 compared to $63,000 a year ago.

Pacific & Western Credit Corp.

Net income (loss) of Pacific & Western Credit Corp. for the three months ended July 31, 2012 was ($614,000) or ($0.02) per share (($0.02) diluted) compared to ($3.5 million) or ($0.17) per share (($0.17) diluted) for the same period a year ago. Prior to the payment of dividends on Class B Preferred Shares, which are recorded as interest expense for accounting purposes, net income (loss) of the Corporation for the current quarter was $600,000 compared to ($2.3 million) a year ago.
Net income (loss) of Pacific & Western Credit Corp. for the nine months ended July 31, 2012 was ($2.4 million) or ($0.09) per share (($0.09) diluted) compared to ($6.9 million) or ($0.41) per share (($0.41) diluted) for the same period a year ago. Prior to the payment of dividends on Class B Preferred Shares, net income (loss) of the Corporation for the period was $1.3 million compared to ($3.3 million) a year ago.

PRESIDENT'S COMMENTS

Continued strong performance by our Bank's lending team and additional gains earned on the sale of the Bank's preferred share portfolio were once again key drivers to the Bank's and PWCC's continued improvement in earnings. During the third quarter the Bank earned $1.8 million versus a loss of $323,000 in the same quarter a year ago, and for the nine months ending July 31^st the Bank earned $4.7 million versus $1.3 million for the same period a year ago. PWCC's results showed a similar improvement with earnings of $1.1 million during the third quarter before dividend expenses and provision for taxes, versus a loss of $2.3 million for the same period last year. For the nine months ending July 31^st PWCC earned $2.6 million before dividend expenses and provision for taxes, versus a loss of $3.1 million for the same period last year. After dividend expenses and provision for taxes PWCC showed a loss of $614,000 for the quarter versus a loss of $3.5 million in the same quarter last year, and for the nine months ended July 31^st PWCC showed a loss of $2.4 million versus a loss of $6.9 million for the same period last year. The Bank's commercial lending operations continued to grow in the quarter, with average loan balances increasing to $1.23 billion from $1.21 billion in the previous quarter. Loan spreads increased from the previous quarter, from 1.97% to 2.04%. Total revenue earned from the Bank's commercial lending segment increased to $8.2 million during the quarter versus $4.5 million for the same quarter last year. On a year-to-date basis total revenue earned from the Bank's commercial lending segment increased to $24.4 million from $15.6 million earned in the same period last year.

The Bank's three important new initiatives are all now fully operational and are being marketed throughout Canada. Our Home Hardware credit cards and receivables are building rapidly giving rise to increased revenues. Net cost of this credit card program for the quarter was $798,000 versus the cost of $935,000 in the previous quarter. We expect this net cost to continue to decline as revenues from the credit card receivables grow. After successfully piloting our new deposit product for trustees in the bankruptcy industry we are now marketing this product to trustees throughout Canada. This new product will greatly increase the diversity of our Bank's deposit gathering network and will result in a significant reduction to its cost of funds. Our bulk financing program is now growing rapidly. Bulk financing assets grew to $94.8 million versus $59.0 million at the close of the same quarter last year. We now have in place financing arrangements for eleven loan and lease originators and are in discussions with another seven vendors.

I am very pleased with the continued progress that we have made during the first nine months of this fiscal year. The Bank's commercial lending segment continues to perform very well with no loan losses and significantly increasing revenues. The significant investments we have made in our three new initiatives are beginning to pay dividends and I am confident they will become major contributors to the Bank's and PWCC's future profitability.

FINANCIAL HIGHLIGHTS
(unaudited)	for the three months ended				for the nine months ended
($CDN thousands except per share amounts		July 31		July 31		July 31		July 31
and number of credit cards outstanding)		2012		2011		2012		2011
Pacific & Western Bank of Canada
Balance Sheet Summary
Cash and securities	$	251,527	$	312,136	$	251,527	$	312,136
Total loans		1,255,595		1,121,343		1,255,595		1,121,343
Average loans		1,233,487		1,106,244		1,202,379		1,062,926
Total assets		1,538,769		1,463,202		1,538,769		1,463,202
Deposits		1,323,494		1,259,718		1,323,494		1,259,718
Subordinated notes payable		49,773		49,610		49,773		49,610
Shareholder's equity		93,989		98,612		93,989		98,612
Capital ratios (2011 amounts based on CGAAP)
Total regulatory capital	$	149,004	$	151,614	$	149,004	$	151,614
Assets-to-capital ratio		10.50		9.63		10.50		9.63
Tier 1 risk-based capital ratio		8.46%		9.10%		8.46%		9.10%
Total risk-based capital ratio		12.67%		13.65%		12.67%		13.65%
Results of operations
Net interest income	$	5,059	$	4,213	$	14,105	$	12,263
Spread		1.25%		1.12%		1.24%		1.17%
Other income		3,573		295		10,917		3,495
Provision for credit losses		249		37		433		191
Total revenue		8,383		4,471		24,589		15,567
Net income (loss)		1,783		(323)		4,731		1,343
Return on average total assets		0.44%		-0.09%		0.42%		0.13%
Gross impaired loans to total loans		0.14%		0.14%		0.14%		0.14%
Provision for credit losses as a % of average loans		0.02%		0.00%		0.04%		0.02%
Segmented operations summary
Commercial Lending net income (loss)	$	2,581	$	(323)	$	6,950	$	1,343
Loan spread		2.04%		2.13%		2.03%		2.08%
Results from Credit Card Services	$	(798)	$	-	$	(2,219)	$	-
Credit card receivables	$	17,820	$	-	$	17,820	$	-
Number of credit cards outstanding		21,300		-		21,300		-
Pacific & Western Credit Corp., (consolidated)
Results of operations
Net income (loss)of the Bank	$	1,783	$	(323)	$	4,731	$	1,343
Deduct interest expense on notes of the parent		(733)		(1,430)		(2,005)		(3,370)
Non-interest expenses of the parent		4		(580)		(121)		(1,079)
Net income (loss) before the following:		1,054		(2,333)		2,605		(3,106)
Interest expense relating to Class B
Preferred Share dividends		(1,214)		(1,202)		(3,642)		(3,603)
Provision for taxes		(454)		-		(1,341)		(235)
Net loss of the Corporation	$	(614)	$	(3,535)	$	(2,378)	$	(6,944)
Loss per common share:
Basic	$	(0.02)	$	(0.17)	$	(0.09)	$	(0.41)
Diluted	$	(0.02)	$	(0.17)	$	(0.09)	$	(0.41)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

This management's discussion and analysis (MD&A) of operations and financial condition for the third quarter of fiscal 2012 should be read in conjunction with the unaudited interim consolidated financial statements for the period ended July 31, 2012, included herein which have been prepared in accordance with International Financial Reporting Standards (IFRS). This MD&A should also be read in conjunction with the Corporation's first quarter interim financial statements and its audited consolidated financial statements for the year ended October 31, 2011, together with notes which were prepared in accordance with previous Canadian Generally Accounting Principles ("CGAAP") and MD&A, all of which are available on SEDAR at www.sedar.com. Except as discussed below, all other factors discussed and referred to in the MD&A for the year ended October 31, 2011, remain substantially unchanged.

Overview

Pacific & Western Credit Corp. is a holding company whose shares trade on the Toronto Stock Exchange. Its wholly-owned and principal subsidiary is Pacific & Western Bank of Canada which provides lending services to selected niche markets and operates as a Schedule I bank under the Bank Act (Canada).

Pacific & Western Credit Corp.

Net income (loss) of the Corporation for the three months ending July 31, 2012 was ($614,000) or ($0.02) per share (($0.02) diluted) compared to ($3.5 million) or ($0.17) per share (($0.17) diluted) for the same period last year. Prior to the deduction of dividends on Class B Preferred Shares, net income (loss) for the three months ending July 31, 2012 was $600,000 compared to ($2.3 million) last year. These dividends are recorded as interest expense in the consolidated financial statements as the preferred shares carry certain redemption features and are classified as preferred share liabilities on the Consolidated Statement of Financial Position.

Net income (loss) of the Corporation for the nine months ending July 31, 2012 was ($2.4 million) or ($0.09) per share (($0.09) diluted) compared to ($6.9 million) or ($0.41) per share (($0.41) diluted) for the same period last year. Prior to the deduction of dividends on Class B Preferred Shares, net income (loss) for the nine months ending July 31, 2012 was $1.3 million compared to ($3.3 million) last year.

Pacific & Western Bank of Canada

Net income (loss) of the Bank for the three months ending July 31, 2012 was $1.8 million compared to ($323,000) for the same period a year ago. For the nine months ending July 31, 2012, net income was $4.7 million compared to $1.3 million a year ago. The increase in net income of the Bank for the current quarter was due primarily to an increase in net interest income resulting from growth in lending assets and a higher level of gains from the sale of preferred shares, reduced by the impact of the Bank's private label credit card program which was launched on January 2, 2012. For the three months ended July 31, 2012, the costs to implement the program exceeded revenues by $798,000 and for the year-to-date, costs to implement the program exceeded revenues by $2.2 million. Gains from the sale of preferred shares on an after-tax basis for the current quarter totalled $2.2 million and for the nine months ending July 31, 2012 totalled $7.4 million.

At July 31, 2012, total assets of the Bank were $1.54 billion compared to $1.46 billion a year ago with the increase due to growth in lending assets which increased to $1.26 billion at July 31, 2012 from $1.12 billion last year. The growth in lending assets was due primarily to an increase in commercial term mortgages and loans and residential construction mortgages. Also included in lending assets at July 31, 2012 were credit card receivables totalling $17.8 million relating to the private label credit card program which was launched on January 2, 2012.

Credit quality remains strong, with gross impaired loans totalling $1.7 million at July 31, 2012 compared to $1.6 million a year ago. At July 31, 2012, the ratio of gross impaired loans as a percentage of total loans was 0.14% compared to 0.14% last year.

Total Revenue

Total revenue of the Bank for the three months ended July 31, 2012 was $8.4 million compared to $4.5 million for the same period last year and for the nine months ended July 31, 2012, total revenue was $24.6 million compared to $15.6 million last year. Total revenue increased from a year ago due to the growth in net interest income in the current periods and gains on the sale of preferred shares being higher than that realized a year ago.

The provision for credit losses, which is also included in total revenue, was $249,000 in the current quarter compared to $37,000 a year ago and for the nine months ended July 31, 2012 was $433,000 compared to $191,000 a year ago. Included in the provision for credit losses for the current and year-to-date periods were provisions totalling $137,000 and $257,000 respectively relating to credit card receivables.

Net Interest Income and Net Interest Margin

Net interest income for the Bank for the three months ended July 31, 2012 was $5.1 million compared to $4.2 million a year ago and for the nine months ended July 31, 2012, net interest income was $14.1 million compared to $12.3 million. Net interest income increased from a year ago primarily as a result of the growth in lending assets but was impacted by a lower level of net interest income earned on the Bank's treasury portfolio due primarily to the sale of preferred shares over the past year which reduced the yield from treasury assets. An additional factor impacting net interest income during the current periods was the cost of holding higher levels of liquid assets in order to fund a large volume of deposits that matured during the third quarter of 2012.

Net interest margin or spread for the Bank for the three months ended July 31, 2012 increased to 1.25% from 1.12% last year and for the nine months ended July 31, 2012 increased to 1.24% from 1.17% last year.

Other Income

Other income for the three months ended July 31, 2012 was $3.6 million compared to $255,000 for the same period a year ago and for the nine months ended July 31, 2012 was $10.9 million compared to $3.4 million a year ago. Other income in the current quarter includes gains totalling $3.0 million from the sale of preferred shares compared to $nil a year ago and for the nine months ended July 31, 2012, gains from the sale of preferred shares totalled $10.1 million compared to $3.2 million a year ago. Also included in other income is non-interest revenue earned from credit card services totalling $259,000 for the current quarter and $375,000 for the nine months ended July 31, 2012.

Non-Interest Expenses

Non-interest expenses of the Corporation, including those relating to credit card services, totalled $6.2 million for the current quarter compared to $5.6 million for the same period a year ago and for the nine months ended July 31, 2012 totalled $17.6 million compared to $14.5 million last year. The increase in non-interest expenses for the current quarter and for the nine month period was due to increases in general and administrative expenses relating to credit card services and other volume related expenses. Non-interest expenses relating to credit card services totalled $989,000 for the current quarter and for the nine months ended July 31, 2012 totalled $2.4 million. In addition, salaries and benefits increased in the current periods compared to a year ago as a result of increased staff in the lending and credit card areas.

Income Taxes

The Corporation's statutory federal and provincial income tax rate and that of the Bank is approximately 27% compared to 29% for the previous periods. The effective rate is impacted by the tax benefit on operating losses in the parent company not being recorded for accounting purposes, non-taxable dividend income earned on preferred shares in the Bank's treasury portfolio, and other items not being taxable or deductible for income tax purposes with the primary item being the dividends on Class B Preferred Shares recorded as interest expense in the Consolidated Statement of Income (Loss). The provision (recovery) for income taxes consists of the following items:


(thousands of Canadian dollars)	for the three months ended				for the nine months ended
		July 31		July 31		July 31		July 31
		2012		2011		2012		2011

Tax on gain on sale of securities	$	810	$	-	$	2,710	$	864
Refundable income tax on dividends paid by the Corporation		454		-		1,341		235
Substantively enacted rate change		(376)		-		(376)		-
Other		-		(154)		-		(39)

	$	888	$	(154)	$	3,675	$	1,060

For the current quarter the provision (recovery) for income taxes was $888,000 compared to ($154,000) a year ago and includes an income tax provision of $454,000 in the parent company relating to a refundable income tax on dividends paid by the Corporation on its Class B Preferred Shares, and an income tax provision of $810,000 relating to gains on the sale of preferred shares. Also included in the provision for income taxes in the current quarter was a recovery of $376,000 relating to the impact on the Bank's deferred income tax asset from a change in corporate income tax rates substantively enacted during the quarter. For the nine months ending July 31, 2012, the provision for income taxes was $3.7 million compared to $1.1 million a year ago and includes an income tax provision of $1.3 million in the parent company relating to the refundable income tax on dividends paid by the Corporation on its Class B Preferred Shares and an income tax provision of $2.7 million relating to gains on the sale of preferred shares.

At July 31, 2012, the deferred income tax asset in the Bank was $11.0 million compared to $11.6 million a year ago and is primarily a result of income tax losses from previous periods, the benefit of which was recorded at the time. The income tax loss carry-forwards in the Bank are not scheduled to begin expiring until 2027 if unutilized.

The ultimate realization of the deferred income tax asset cannot be determined with certainty, however management is of the opinion that it is more likely than not that the Bank will be able to realize the deferred income tax asset in future years. The realization of the deferred income tax asset is dependent upon the Bank being able to generate taxable income in future years sufficient to offset the income tax losses. The ability to generate sufficient taxable income may be dependent upon the Bank generating income from operations or on converting non-taxable income sources to taxable income sources during the carry-forward period. At July 31, 2012, the Bank had sold all of its holdings of preferred shares thereby eliminating non-taxable dividend income received from the preferred shares and reinvesting the proceeds in assets which will generate taxable income in the coming years.

Comprehensive Income (Loss)

Total comprehensive income (loss) is comprised of the net loss for the period and other comprehensive income (loss) which consists primarily of unrealized gains and losses on available-for-sale securities. Total comprehensive income (loss) for the three months ended July 31, 2012 was ($3.5 million) compared to ($3.0 million) a year ago and for the nine months ended July 31, 2012, total comprehensive income (loss) was ($9.7 million) compared to ($5.3 million) last year. The differences from a year ago are due to higher amounts of unrealized gains on available-for-sale securities recorded in comprehensive income (loss) in previous years being reversed when realized in the current period.

Segment Analysis

Commercial Lending

The commercial lending segment consists of the operations of the Bank related to issuing mortgages, loans and leases. The commercial lending segment is supported by deposit taking activities and treasury activities. During the three months ended July 31, 2012, net income (loss) of the commercial lending segment totalled $2.6 million compared to ($323,000) a year ago with the increase due primarily to growth in net interest income from lending and gains on the sale of preferred shares in the quarter. For the nine months ended July 31, 2012, net income of the commercial lending segment totalled $7.0 million compared to $1.3 million with the increase also due primarily to a growth in net interest income and gains on the sale of preferred shares.

For the three months ended July 31, 2012, net interest income from commercial lending totalled $5.0 million compared to $4.2 million last year and for the nine months ended July 31, 2012, net interest income from commercial lending totalled $14.0 million compared to $12.3 million last year.

For the three months ended July 31, 2012, non-interest expenses for the commercial lending segment totalled $5.2 million compared to $5.0 million a year ago and for the nine months ended July 31, 2012, non-interest expenses for the commercial lending segment totalled $15.1 million compared to $13.4 million a year ago. Non-interest expenses increased from the previous periods as a result of volume related expenses and an increase in salaries and benefits due to additional staff being hired.

Credit Card Services

On January 2, 2012, the Bank launched its private label credit card program and as at July 31, 2012, 21,300 credit cards had been issued with credit card balances totalling $17.8 million compared to $9.7 million at the end of the previous quarter. For the three months ending July 31, 2012, net interest income from credit card services totalled $69,000 and for the nine month period net interest income totalled $63,000. Net interest income from credit card services was impacted by incentive programs being introduced to generate new cards being issued. Non-interest revenue from credit card services in the form of credit card fees totalled $259,000 in the quarter and for the nine month period totalled $375,000.

For the three months ending July 31, 2012, the Bank recorded a provision for credit losses relating to credit cards of $137,000 and for the year-to-date the provision for credit losses relating to credit cards totalled $257,000. As at July 31, 2012, the collective allowance relating to credit card receivables totalled $250,000.

Non-interest expenses relating to credit card services totalled $989,000 in the current quarter and for the nine months ended July 31, 2012 totalled $2.4 million. These expenses consisted of salaries and benefits relating to the credit card operations, expenses for activities carried out by external parties to administer processing of the credit cards, marketing and promotional costs as well as general and administrative expenses.

Consolidated Statement of Financial Position

Total assets of the Corporation at July 31, 2012, were $1.54 billion compared to $1.48 billion a year ago with the increase due primarily to growth in lending assets which increased from $1.12 billion to $1.26 billion at July 31, 2012, an increase of 12%. This increase was slightly offset by a decrease in the amount of cash and securities which reduced from $330 million a year ago to $253 million.

Cash and Securities

Cash and cash equivalents typically consist of deposits with Canadian chartered banks, government treasury bills and bankers acceptances with less than ninety days to maturity from the date of acquisition. Securities in the Corporation's treasury portfolio typically consist of Government of Canada and Canadian provincial and municipal bonds, bankers' acceptances and corporate debt and equity. Cash and securities, which are held primarily for liquidity management purposes, totalled $253 million or 16% of total assets at July 31, 2012 compared to $330 million or 22% of total assets a year ago. Cash and securities decreased from last year primarily as a result of a decrease in the level of preferred shares held. Cash and cash equivalents comprised $196 million of the total amount of cash and securities at July 31, 2012, compared to $180 million of the total amount a year ago. The increase was a result of the Corporation focusing its strategy on holding higher levels of liquid assets and reducing its holdings of preferred shares and other treasury assets over the past year. In addition, current market conditions enable the Corporation to earn higher yields on cash and cash equivalents than on government securities.

At July 31, 2012, the Corporation had sold all of its holdings of preferred shares which totalled $60.9 million a year ago. Although the preferred shares held by the Corporation yielded an attractive after-tax rate of return, the Corporation undertook the strategy of reducing its holdings of preferred shares in order to minimize the impact on regulatory capital of mark-to-market adjustments on the preferred shares as regulatory capital includes unrealized gains and losses on available-for-sale equity securities. As well, future changes in global banking regulations makes the holdings other financial institutions' preferred shares unattractive due to additional negative impacts on determining regulatory capital.

At July 31, 2012, the net unrealized gain in the Corporation's securities portfolio was $70,000 compared to a net unrealized loss of $5.9 million a year ago with the change due to gains being realized over the past year, primarily through the sale of preferred shares. The unrealized gains are recorded net of income taxes in Accumulated Other Comprehensive Income (Loss). The fair values of securities held in the Corporation's treasury portfolio are based primarily on market values as the securities the Corporation owns are publicly traded. The Corporation is of the view that there is no objective evidence of impairment relating to any unrealized losses on the remaining securities it owns and no further impairment charges are required at this time.

Mortgages and Loans

Mortgages and loans totalled $1.26 billion at July 31, 2012, compared to $1.12 billion a year ago with the increase from last year primarily in commercial term mortgages and loans and residential construction mortgages. Average loans outstanding during the current quarter totalled $1.23 billion compared to $1.11 billion a year ago. New lending in the current quarter totalled $166 million compared to $118 million a year ago and loan repayments for the current quarter totalled $135 million compared to $91 million last year. Loan commitments related to commercial lending at July 31, 2012 increased to $216 million compared to $204 million a year ago and commitments at July 31, 2012 relating to undrawn credit card lines totalled $92.8 million.

At July 31, 2012, the Corporation's bulk financing portfolio, which consists of loans and leases acquired through its bulk financing initiative, totalled $94.8 million compared to $59.0 million a year ago. The Corporation is continuing to enter into agreements with vendors for the bulk lease financing program and currently has relationships with eleven vendors and expects to see accelerated growth in this market in the coming months.

Also included in mortgages and loans are credit card receivables totalling $17.8 million. As noted previously, on January 2, 2012 the Corporation launched its private label credit card program and at July 31, 2012, a total of 21,300 cards had been issued. The Corporation expects to see continued growth in credit card receivables in the coming months.

Credit Quality

Gross impaired loans at July 31, 2012 totalled $1.7 million or 0.14% of total loans compared to $1.6 million or 0.14% of total loans a year ago. The Corporation has maintained its high credit quality and strong underwriting standards and requires minimal provisions for credit losses. Provisions for credit losses in the current quarter totalled $249,000 compared to $37,000 a year ago and for the nine months ended July 31, 2012 the provision for credit losses totalled $433,000 compared to $191,000 for the same period a year ago. The increase in the provision for credit losses from a year ago was due to loan growth and credit card receivables.

At July 31, 2012 the Corporation's collective allowance totalled $3.2 million compared to $2.7 million a year ago and at July 31, 2012, the Corporation's individual allowance for credit losses totalled $1.7 million compared to $1.5 million a year ago. Included in the Corporation's collective allowance at July 31, 2012 is an amount of $250,000 relating to credit card receivables.

Based on results from ongoing stress testing of the loan portfolio under various scenarios, and the secured nature of the existing loan portfolio, the Corporation is of the view that any credit losses which exist but cannot be specifically identified at this time are adequately provided for.

Other Assets

Other assets totalled $30.4 million at July 31, 2012 compared to $29.0 million a year ago. Included in other assets is the deferred income tax asset of the Bank of $11.0 million compared to $11.6 million last year and capital assets and prepaid expenses totalling $19.4 million at July 31, 2012 compared to $18.3 million last year.

Deposits and Other Liabilities

Deposits are used as a primary source of financing growth in assets and are raised primarily through a well established and well diversified deposit broker network across Canada. Deposits at July 31, 2012 totalled $1.32 billion compared to $1.26 billion a year ago, and consist primarily of guaranteed investment certificates. Of these amounts, $34.9 million or approximately 2.6% of total deposits at the end of the quarter were in the form of demand deposits compared to $33.2 million or approximately 2.6% of total deposits a year ago, with the remaining deposits having fixed terms. Total deposits increased from last year in order to fund the growth in lending assets and to provide for liquidity to cover deposit maturities in the coming months.

In order to diversify its sources of deposits and reduce its cost of new deposits, the Corporation has identified a new source, that being deposits of trustees in bankruptcy. The Corporation has developed new banking software to serve this new deposit market and launched this product on a pilot basis in April 2012. These services are now being offered to the trustees in bankruptcy industry across Canada. At July 31, 2012, deposits from this new source totalled $935,000.

A further source of financing growth in assets and a source of liquidity is the use of margin lines and securities sold under repurchase agreements. From time to time, the Corporation uses these sources of short-term financing when the cost of borrowing is less than the interest rates that would have to be paid on new deposits. At July 31, 2012, the Corporation did not have any amounts outstanding relating to margin lines or securities sold under repurchase agreements nor were any amounts outstanding a year ago.

Other liabilities consist primarily of the fair value of derivatives and accounts payable and accruals. At July 31, 2012, other liabilities totalled $30.6 million compared to $23.4 million a year ago. The fair value of derivatives at the end of the current quarter totalled $17.3 million compared to $14.9 million last year with the increase due primarily to changes in interest rates from a year ago. Under the accounting standard for hedges, the offsetting amount is included in the carrying values of the assets to which they relate.

Securitization Liabilities

The Corporation has securitization liabilities outstanding which relate to amounts payable to counterparties for cash received upon initiation of securitization transactions. At July 31, 2012, the amount of securitization liabilities totalled $43.5 million compared to $33.1 million a year ago with the increase due to securitization transactions entered into between August 1, 2011 and October 31, 2011. The Corporation has not entered into any securitization transactions in the current year.

The amounts payable to counterparties bear interest at rates ranging from 1.97% - 3.95% and mature between 2016 and 2020. Securitized insured mortgages with a carrying value of $41.8 million are pledged as collateral for these liabilities.

Notes Payable

Notes payable, net of issue costs, totalled $80.0 million at July 31, 2012 compared to $92.6 million a year ago with the decrease due primarily to subordinated notes issued by the Bank to an external party being repurchased by the Corporation. Excluding issue costs, notes payable consist of Series C Notes totalling $61.7 million maturing in 2018, and a short term note in the amount of $200,000. The Series C Notes bear interest at 9.00% per annum.

In addition, the Corporation has outstanding subordinated notes totalling $23.5 million issued by the Bank to external parties. These subordinated notes bear interest at rates ranging from 8.00% to 11.00%, are callable by the Bank, and mature between 2017 and 2021.

Preferred Share Liabilities

At July 31, 2012, the Corporation had 1,909,458 Class B Preferred Shares outstanding with a total value of $47.7 million, before deducting issue costs of $2.4 million. As these Class B Preferred Shares carry certain redemption features and are convertible into common shares of the Corporation, an amount of $41.7 million, net of issue and conversion costs, representing the fair value of the Corporation's obligation to make future payments of principal and interest has been classified on the Corporation's Consolidated Statement of Financial Position as Preferred Share Liabilities. In addition, an amount of $4.3 million, net of issue costs, representing the equity portion of the Class B Preferred Shares, has been included in Shareholders' Equity on the Corporation's Consolidated Statement of Financial Position. As the Class B Preferred Shares must be redeemed by the Corporation in 2019 for $47.7 million, the preferred share liability amount of $41.7 million will be adjusted over the remaining term to redemption until the amount is equal to the estimated redemption amount, with the increase included in interest expense in the Consolidated Statement of Operations, calculated using an effective interest rate of 11.8%.

Liquidity

At July 31, 2012, Pacific & Western Credit Corp., on a non-consolidated basis, has sufficient funds on hand to meet its cash obligations due to the end of fiscal 2013. These obligations relate primarily to payments of interest on notes payable and the expected cash portion of dividends on Class B Preferred Shares. The funding for the obligations beyond 2013 is expected to come primarily from cash and interest income earned by the Corporation.

Shareholders' Equity

At July 31, 2012, Shareholders' Equity was $19.9 million compared to $30.6 million a year ago. Common shares outstanding at July 31, 2012 totalled 28,077,872 compared to 23,663,542 a year ago with the change due to 2,721,020 common shares issued since last year under private placements and 1,693,310 common shares issued since last year as part of the dividends on the Class B Preferred Shares. Common share options outstanding totalled 1,163,033 at the end of the quarter compared to 1,160,333 a year ago with the change due to common share options issued, net of common share options which expired.

In addition, the Corporation has 5,398,700 warrants outstanding at July 31, 2012 resulting from a public offering and a private placement which if exercised would result in one common share being issued for $2.80, as well as 747,600 broker warrants outstanding which if exercised would result in a unit consisting of one common share and one-half warrant being issued for $2.25, and 56,070 broker warrants which if exercised would result in one warrant being issued for $0.22. All the warrants currently expire in November 2012.

At July 31, 2012, there were 314,572 Class A Preferred Shares outstanding, unchanged from a year ago and 1,909,458 Class B Preferred Shares outstanding, also unchanged from a year ago.

The Corporation's book value per common share at July 31, 2012 was $0.52 compared to $0.98 a year ago. Assuming the outstanding Class B Preferred Shares are converted into common shares on the basis of $5.00 per share, the Corporation's book value per common share at July 31, 2012 would be $1.62 per share.

On May 30, 2012, at a special meeting of the shareholders of the Corporation, approval was given authorizing the reduction of the stated capital of the common shares of the Corporation by $50,472,000 and correspondingly reducing Retained Earnings (Deficit) by the same amount. There was no impact on total shareholders' equity.

Updated Share Information

As at August 29, 2012, there were no changes since July 31, 2012 in the number of outstanding common shares, common share warrants or options, Class A or Class B Preferred Shares.

Capital Management

Regulatory capital in the Corporation's principal subsidiary, the Bank, totalled $149.0 million at July 31, 2012 compared to $151.6 million a year ago with the change due primarily to additional Tier 1 capital in the form of common shares being issued by the Bank to the Corporation in 2011, operating results of the Bank over the past year and the impact on regulatory capital of the Bank's conversion to IFRS.

The Bank's total risk-based capital ratio, which is the ratio of regulatory capital to risk-weighted assets, was 12.67% at July 31, 2012 compared to 13.65% a year ago. The Bank's Tier 1 risk-based capital ratio, which is the ratio of Tier 1 capital to risk-weighted assets, was 8.46% at the end of the quarter compared to 9.10% last year. The Bank's assets-to-capital ratio was 10.50 at the end of the quarter compared to 9.63 a year ago. The changes in the Bank's capital ratios from a year ago were due to the decrease in regulatory capital as well as an increase in total assets and risk-weighted assets, primarily from the growth in lending assets.

As per OSFI's Capital Adequacy Guidelines, financial institutions may elect a phase-in of the impact of the conversion to IFRS on their regulatory capital reporting. The Bank made this election to phase-in the IFRS conversion impact over a five quarter period starting with the first quarter ending January 31, 2012. The phase-in amount is based on the impact on Retained Earnings (Deficit) of IFRS conversion as at November 1, 2011 and is recognized in regulatory capital on a straight-line basis. The estimate of the phase-in amount over the full five quarters is a reduction of regulatory capital of approximately $14.0 million and relates primarily to the impairment, net of income taxes, in previous years of available-for-sale securities. In the absence of this election, the Bank's Tier 1 and Total capital would have been 7.99% and 11.99% respectively at July 31, 2012.

See note 15 to the interim consolidated financial statements for more information regarding capital management.

Summary of Quarterly Results

															CGAAP
(thousands of dollars except per share amounts)			2012				2011								2010
	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4

Results of operations:
Total interest income	$	15,356	$	14,928	$	15,021	$	14,798	$	14,644	$	13,594	$	13,389	$	13,648
Interest expense		12,244		12,581		12,022		12,374		12,969		11,995		11,235		11,105
Net interest income		3,112		2,347		2,999		2,424		1,675		1,599		2,154		2,543
Provision for (recovery of) credit losses		249		-		185		118		37		78		76		(473)
Other income		3,573		3,939		3,405		8,649		255		919		2,210		481
Total revenue		6,436		6,286		6,219		10,955		1,893		2,440		4,288		3,497
Non-interest expenses		6,162		5,724		5,758		6,680		5,582		4,293		4,630		4,486
Income (loss) before income taxes		274		562		461		4,275		(3,689)		(1,853)		(342)		(989)
Income tax provision (recovery)		888		1,473		1,314		5,558		(154)		293		921		390
Net income (loss)	$	(614)	$	(911)	$	(853)	$	(1,283)	$	(3,535)	$	(2,146)	$	(1,263)	$	(1,379)
Earnings (loss) per share
- basic	$	(0.02)	$	(0.03)	$	(0.03)	$	(0.05)	$	(0.17)	$	(0.14)	$	(0.09)	$	(0.10)
- diluted	$	(0.02)	$	(0.03)	$	(0.03)	$	(0.05)	$	(0.17)	$	(0.14)	$	(0.09)	$	(0.10)

The financial results of the Corporation for each of the last eight quarters are summarized above. The Corporation's results, particularly total interest income and net interest income, are comparable between quarters and over the past eight quarters reflect the increase in lending assets with some seasonality occurring during the spring and summer months due to residential construction lending. Other income during the quarters shows variability due to the level of gains realized in each quarter on the sale of preferred shares held in the Corporation's treasury portfolio. The provision for credit losses recorded in the third quarter of 2012 was due to loan growth in the quarter and an adjustment in the collective allowance relating to credit card receivables.

Non-interest expenses over the past year have been comparable between quarters but have increased since last year. Non-interest expenses increased in the fourth quarter of 2011 as a result of expenses being incurred totalling approximately $1.3 million relating to professional and consulting fees for implementation of the Corporation's private label credit card program. Non-interest expenses increased in the third quarter of 2012 as a result of additional accruals relating to the credit card program. Overall, non-interest expenses increased over the past year due to increased staff relating to lending operations and the credit card program and increased general and administrative expenses incurred to administer the credit card program which launched on January 2, 2012.

The provision for income taxes in the fourth quarter of 2011 includes an income tax adjustment of $2.8 million relating to income taxes in the parent company. The provision for income taxes in the first three quarters of 2012 includes a provision in the parent company relating to a refundable income tax on dividends paid by the Corporation on its Class B Preferred Shares. The income tax provision in the third quarter of 2012 decreased from previous quarters as a result of a recovery for income taxes relating to a change in corporate income tax rates substantively enacted during the quarter.

International Financial Reporting Standards

Significant Accounting Policies

Significant accounting policies are detailed on pages 58 to 63 of the Corporation's 2011 Annual Report. Beginning with the interim period ended January 31, 2012 the Consolidated Financial Statements are prepared in accordance with IFRS. All adjustments to the Consolidated Financial Statements to facilitate the first time adoption of IFRS have been stipulated in "IFRS 1: First-time adoption of International Financial Reporting Standards". The majority of the transitional adjustments required as a result of the adoption of IFRS are applied retrospectively against opening retained earnings at November 1, 2010, unless IFRS 1 specifically provides for prospective application.

The elected exemptions and mandatory exceptions from full retrospective application of IFRS were disclosed in detail in the January 31, 2012 Interim Consolidated Financial Statements, along with accounting policy changes that had a quantitative impact on the consolidated financial statements at November 1, 2010 and October 31, 2011.

As at July 31, 2012 the Corporation revised the classification previously provided in its interim financial statements for the periods ended January 31, 2012 and April 30, 2012 of certain of its financial instruments and changed an election under IFRS1. As at November 1, 2010, the Corporation reclassified financial instruments totalling $17,638,000 from securities to loans and receivables and changed its elected exemption under IFRS1 to change the classification of a security to held-to-maturity from its prior classification as available-for-sale. This impacted Accumulated Other Comprehensive Income (AOCI) as these items are no longer marked to market through AOCI. The Deferred Income Tax Asset included in Other Assets was also impacted. See Note 4 to the interim Consolidated Financial Statements for more information.

Future Change in Accounting Policies

IFRS 9: Financial instruments (IFRS 9)

In November 2009, the IASB issued IFRS 9 as the first phase of an ongoing project to replace IAS 39. This first issuance of IFRS 9 introduced new requirements for classifying and measuring financial assets. IFRS 9 was then re-issued in October 2010, incorporating new requirements for the accounting of financial liabilities, and carrying over from IAS 39 the requirements for de-recognition of financial assets and financial liabilities. The mandatory effective date for the adoption of IFRS 9 was set for annual periods beginning on or after January 1, 2013, with earlier application permitted. In December 2011, the IASB amended the mandatory effective date for the adoption of IFRS 9 for annual periods beginning on or after January 1, 2015, with earlier application permitted. The IASB continues to deliberate on the content of IFRS 9 and intends to expand the existing standard by adding new requirements for the impairment of financial assets measured at amortized cost and hedge accounting. On completion of these various projects, IFRS 9 will represent a complete replacement of IAS 39.

The most significant changes expected under IFRS 9 relate to decreases in the classification categories available for financial instruments, a requirement that debt instruments meet a business model and cash flow characteristic test before being eligible for measurement at amortized cost, and a requirement that changes in the fair value of equity instruments be reported in profit or loss (unless an irrevocable election is made at initial recognition to recognize such changes in other comprehensive income). Management has carried out preliminary evaluations of the impact of IFRS 9, however the impact on the Corporation's Consolidated Financial Statements is not determinable at this time as it is dependent upon the nature of financial instruments held by the Corporation when IFRS 9 becomes effective. The Corporation is choosing not to early adopt IFRS 9.

Risk Management

The risk management policies and procedures of the Corporation are provided in its annual MD&A for the year ended October 31, 2011, and are found on pages 39 to 43 of the Corporation's 2011 Annual Report.

Controls and Procedures

Due to the Corporation's adoption of IFRS effective November 1, 2011, management identified and implemented changes to certain accounting processes and procedures during the period November 1, 2011 to July 31, 2012 in order to comply with IFRS. These changes relate to conversion of historical CGAAP financial information to IFRS for comparative purposes, as well as:

Accounting for securitized mortgages on the Corporation's Statement of Financial Position.
Accounting for securitization liabilities.
Accounting for securitized mortgages interest income and securitization liability interest expense.
Accounting for impaired available-for-sale securities and sales of impaired available-for-sale securities.
Accounting for loan fee income.

In addition during the current period, as a result of the launch of the Corporation's private label credit card program in January 2012, certain accounting processes and procedures were implemented relating to the recording of outstanding credit card receivable balances, recording of related collective allowances, recording of revenue from credit cards and recording of expenses relating to the credit card program.

As a result, management revised certain existing controls over financial reporting and implemented new controls to provide reasonable assurance that the risk of material misstatements in the Corporation's financial reporting continues to be at an acceptably low level.

There were no other changes in the Corporation's policies and procedures and other processes during the three months ended July 31, 2012 that comprise its internal control over financial reporting, that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

Dated: August 29, 2012

Forward-Looking Statements

The statements in this management's discussion and analysis that relate to the future are forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of our control. Risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements as 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 the local economies within Canada in which we conduct operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada; the effects of competition in the markets in which we operate; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations regulating financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; and our anticipation of and success in managing the risks implicated by the foregoing. For a detailed discussion of certain key factors that may affect our future results, please see pages 43 and 44 of our 2011 Annual Report.

The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained in the management's discussion and analysis is presented to assist our shareholders in understanding our financial position and may not be appropriate for any other purposes. Except as required by securities law, we do not undertake to update any forward-looking statement that is contained in this management's discussion and analysis or made from time to time by the Corporation or on its behalf.

PACIFIC & WESTERN CREDIT CORP.
Consolidated Statement of Financial Position
(Unaudited)

(thousands of Canadian dollars)
			July 31		October 31		July 31		November 1
As at			2012		2011		2011		2010

Assets

Cash and cash equivalents		$	195,500	$	194,899	$	179,911	$	96,989
Securities (note 5)			57,727		117,678		150,358		216,531
Loans, net of allowance for credit losses (note 6)			1,255,595		1,149,164		1,121,343		1,004,508
Other assets			30,363		26,893		29,019		26,814

		$	1,539,185	$	1,488,634	$	1,480,631	$	1,344,842

Liabilities and Shareholders' Equity

Deposits		$	1,323,494	$	1,269,730	$	1,259,718	$	1,150,903
Notes payable (note 7)			80,020		77,581		92,588		75,559
Securitization liabilities (note 8)			43,458		43,247		33,128		24,297
Other liabilities			30,635		30,024		23,436		37,442
Preferred share liabilities (note 9)			41,675		41,256		41,122		40,744
			1,519,282		1,461,838		1,449,992		1,328,945

Shareholders' equity:
	Share capital (note 10)		22,296		69,900		64,196		44,054
	Retained earnings (deficit)		(2,444)		(50,472)		(49,189)		(42,179)
	Accumulated other comprehensive income		51		7,368		15,632		14,022
			19,903		26,796		30,639		15,897

		$	1,539,185	$	1,488,634	$	1,480,631	$	1,344,842

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

PACIFIC & WESTERN CREDIT CORP.
Consolidated Statements of Income (Loss)
(Unaudited)

(thousands of Canadian dollars, except per share amounts)
		for the three months ended				for the nine months ended
			July 31		July 31		July 31		July 31
			2012		2011		2012		2011

Interest income:
	Loans	$	13,762	$	11,484	$	39,478	$	33,271
	Securities		646		2,425		3,053		6,208
	Loan fees		948		735		2,774		2,088
			15,356		14,644		45,305		41,567

Interest expense:
	Deposits and other		8,902		8,952		27,036		25,412
	Notes payable		2,128		2,815		6,169		7,184
	Preferred share liabilities		1,214		1,202		3,642		3,603
			12,244		12,969		36,847		36,199

Net interest income			3,112		1,675		8,458		5,368

Other income (note 11)			3,573		255		10,917		3,444
Net interest and other income			6,685		1,930		19,375		8,812

Provision for credit losses (note 6b)			249		37		433		191
Net interest and other income after provision for credit losses			6,436		1,893		18,942		8,621

Non-interest expenses:
	Salaries and benefits		2,775		2,384		8,112		6,773
	General and administrative		2,952		2,786		8,133		6,430
	Premises and equipment		435		412		1,400		1,302
			6,162		5,582		17,645		14,505

Income (loss) before income taxes			274		(3,689)		1,297		(5,884)

Income tax provision (recovery)			888		(154)		3,675		1,060

Net loss		$	(614)	$	(3,535)	$	(2,378)	$	(6,944)

Basic earnings (loss) per share		$	(0.02)	$	(0.17)	$	(0.09)	$	(0.41)

Diluted earnings (loss) per share		$	(0.02)	$	(0.17)	$	(0.09)	$	(0.41)

Weighted average number of common shares outstanding			27,375,000		21,329,000		26,917,000		17,187,000

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

PACIFIC & WESTERN CREDIT CORP.
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)

(thousands of Canadian dollars)
		for the three months ended				for the nine months ended
			July 31		July 31		July 31		July 31
			2012		2011		2012		2011

Net loss		$	(614)	$	(3,535)	$	(2,378)	$	(6,944)

Other comprehensive income (loss), net of tax
	Net unrealized gains (losses) on assets held as available-for-sale ⁽¹⁾		(887)		1,250		(238)		3,834
	Amount transferred to income or loss on disposal of available-for-sale assets ⁽²⁾		(1,998)		(722)		(7,079)		(2,223)
			(2,885)		528		(7,317)		1,611

Comprehensive loss		$	(3,499)	$	(3,007)	$	(9,695)	$	(5,333)

(1) Net of income tax benefit (expense) for three months of $328 (2011 - ($463)) and nine months of $88 (2011 - ($1,418))
(2) Net of income tax benefit (expense) for three months of $739 (2011 - $267) and nine months of $2,618 (2011 - $822)

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

PACIFIC & WESTERN CREDIT CORP.
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)

(thousands of Canadian dollars)
	for the three months ended				for the nine months ended
		July 31		July 31		July 31		July 31
		2012		2011		2012		2011

Common shares (note 10):

Balance, beginning of the period	$	63,208	$	42,698	$	61,886	$	38,295
Issued on payment of Class B preferred share dividends		674		674		2,022		2,022
Issued during the period, net of issue costs		842		13,056		816		16,111
Reduction of stated capital (note 10)		(50,472)		-		(50,472)		-

Balance, end of the period	$	14,252	$	56,428	$	14,252	$	56,428

Common share warrants:

Balance, beginning of the period	$	2,003	$	-	$	2,003	$	-
Issued during the period		-		1,761		-		1,761

Balance, end of the period	$	2,003	$	1,761	$	2,003	$	1,761

Preferred shares (note 10):

Class A preferred shares
Balance, beginning and end of the period	$	1,061	$	1,061	$	1,061	$	1,061

Class B preferred shares
Balance, beginning and end of the period	$	4,262	$	4,262	$	4,262	$	4,262

Contributed surplus (note 10):

Balance, beginning of the period	$	712	$	450	$	688	$	436
Fair value of stock options granted		6		234		30		248

Balance, end of the period	$	718	$	684	$	718	$	684

Retained earnings (deficit):

Balance, beginning of the period	$	(52,302)	$	(45,654)	$	(50,472)	$	(42,179)
Net loss		(614)		(3,535)		(2,378)		(6,944)
Reduction of stated capital (note 10)		50,472		-		50,472		-
Dividends paid		-		-		(66)		(66)

Balance, end of the period	$	(2,444)	$	(49,189)	$	(2,444)	$	(49,189)

Accumulated other comprehensive income (loss) net of taxes:

Balance, beginning of the period	$	2,936	$	15,104	$	7,368	$	14,021
Other comprehensive income (loss)		(2,885)		528		(7,317)		1,611

Balance, end of the period	$	51	$	15,632	$	51	$	15,632

Total shareholders' equity	$	19,903	$	30,639	$	19,903	$	30,639

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

PACIFIC & WESTERN CREDIT CORP.
Consolidated Statements of Cash Flows
(Unaudited)

(thousands of Canadian dollars)
				July 31		July 31
For the nine months ended				2012		2011

Cash provided (used in):

Operations:
	Net loss		$	(2,378)	$	(6,944)
	Items not involving cash:
		Provision for credit losses		433		191
		Change in derivative financial instruments		(96)		(78)
		Deferred income taxes		2,334		825
		Stock-based compensation		30		20
		Gain on disposal of securities		(10,141)		(3,564)
		Unrealized gains on held-for-trading securities		-		(73)
		Interest income		(45,305)		(41,567)
		Interest expense		36,847		36,199
	Mortgages and loans			(108,657)		(123,073)
	Interest received			43,865		40,093
	Proceeds from mortgage securitizations			-		8,575
	Deposits			53,764		108,815
	Interest paid			(36,178)		(31,773)
	Income taxes paid			(1,341)		(2,308)
	Change in other assets and liabilities			4,579		(7,628)
				(62,244)		(22,290)
Investing:
	Purchase of securities			(39,218)		(398,547)
	Proceeds from sale and maturity of securities			99,287		468,745
				60,069		70,198
Financing:
	Proceeds on issuance of notes payable			2,000		19,980
	Repayment of notes payable			-		(3,000)
	Proceeds from shares issued			842		18,100
	Dividends paid			(66)		(66)
				2,776		35,014

Increase in cash and cash equivalents				601		82,922

Cash and cash equivalents, beginning of the period				194,899		96,989

Cash and cash equivalents, end of the period			$	195,500	$	179,911

Cash and cash equivalents is represented by:
	Cash		$	96,911	$	164,064
	Cash equivalents			98,589		15,847

Cash and cash equivalents, end of the period			$	195,500	$	179,911

The accompanying notes are an integral part of these interim Consolidated Financial Statements

PACIFIC & WESTERN CREDIT CORP.
Notes to Interim Consolidated Financial Statements
(Unaudited)

Three and nine month periods ended July 31, 2012 and 2011

1. Reporting entity:

Pacific & Western Credit Corp. (the "Corporation"), is a holding company whose shares trade on the Toronto Stock Exchange. It is incorporated and domiciled in Canada, and maintains its registered office at Suite 2002, 140 Fullarton Street, London, Ontario, Canada, N6A 5P2.

The Corporation's wholly-owned and principal subsidiary is Pacific & Western Bank of Canada ("PWB" or the "Bank") which operates as a Schedule I bank under the Bank Act (Canada) and is regulated by the Office of the Superintendent of Financial Institutions (OSFI). Pacific & Western Bank of Canada is involved in the business of providing financial solutions to clients in selected niche markets.

2. Basis of preparation:

a) Statement of compliance

These interim Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and have been prepared in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting.

The interim Consolidated Financial Statements should be read in conjunction with the Corporation's audited Consolidated Financial Statements for the year ended October 31, 2011 and its first quarter of 2012 interim financial statements. As these condensed statements are being prepared for interim reporting purposes, they do not include all of the disclosures required for annual financial statements prepared under IFRS. Transitional reconciliations and disclosures required under IFRS that were not included in the Corporation's most recent annual financial statements or in the first quarter interim Consolidated Financial Statements have been included in Note 4.

The interim Consolidated Financial Statements for the three and nine month periods ended July 31, 2012 and 2011 were approved by the Board of Directors on August 29, 2012.

b) Functional and presentation currency

These interim Consolidated Financial Statements are presented in Canadian dollars which is the Corporation's functional currency. Except as indicated, the financial information presented has been rounded to the nearest thousand.

3. Significant accounting policies:

These interim Consolidated Financial Statements are the Corporation's third set of interim financial statements prepared under IFRS. As a result of the application of the new accounting framework, certain accounting policies have changed as those applied at October 31, 2011 were consistent with Canadian Generally Accepted Accounting Principles (CGAAP). The Corporation's accounting policies under IFRS were disclosed in detail in the January 31, 2012 interim Consolidated Financial Statements and were applied consistently to all periods presented. There have been no changes to the IFRS accounting policies applied in the July 31, 2012 interim Consolidated Financial Statements.

4. Transition to IFRS:

Newly adopted accounting standards

Canadian publicly accountable enterprises are required to transition from CGAAP to IFRS effective for fiscal years beginning on or after January 1, 2011. For the Corporation, the change in financial reporting standards is effective for interim and annual financial statements for the fiscal year ending October 31, 2012, however transitional rules require restatement of comparative amounts for the interim and annual financial statements of the fiscal year ending October 31, 2011. Consequently, the Corporation's transition date to IFRS is November 1, 2010.

Beginning with the interim period ended January 31, 2012, the Consolidated Financial Statements are prepared in accordance with IFRS. All adjustments to the Consolidated Financial Statements to facilitate the first time adoption of IFRS have been stipulated in "IFRS1: First-time adoption of International Financial Reporting Standards". The majority of the transitional adjustments required as a result of the adoption of IFRS are applied retrospectively against opening retained earnings at November 1, 2010, unless IFRS1 specifically provides for prospective application.

The elected exemptions and mandatory exceptions from full retrospective application of IFRS were disclosed in detail in the January 31, 2012 interim Consolidated Financial Statements, along with accounting policy changes that had a quantitative impact on the consolidated financial statements at November 1, 2010 and October 31, 2011.

As at November 1, 2010, the Corporation reclassified financial instruments totaling $17,638,000 from securities to loans and receivables and changed its elected exemption under IFRS1 to change the classification of a security to held-to-maturity from its prior classification as available-for-sale. This impacted Accumulated Other Comprehensive Income (AOCI) as these items are no longer marked to market through AOCI. The Deferred Income Tax Asset, included in Other Assets was also impacted.

The increase (decrease) of the above on the Consolidated Statement of Financial Position at November 1, 2010 and October 31, 2011 is as follows:


			October 31		November 1
As at			2011		2010

Assets

Securities		$	(13,166)	$	(15,588)
Loans, net of allowance for credit losses			17,638		17,638
Other assets			(1,207)		(554)

		$	3,265	$	1,496

Liabilities and Shareholders' Equity

Shareholders' equity:
	Accumulated other comprehensive income		3,265		1,496
			3,265		1,496

		$	3,265	$	1,496

As a result of this reclassification, comprehensive loss for the year ended October 31, 2011 decreased by $1,769,000.

The quantitative impact of adopting IFRS, including these reclassifications, is outlined below.

Reconciliation of the Consolidated Statement of Financial Position - November 1, 2010, July 31, 2011 and October 31, 2011


			Balance	IFRS Adjustment				Balance
As at November 1, 2010			CGAAP	Securitization	AFS	Other		IFRS

Assets

Cash and cash equivalents		$	96,989	-	-	-	$	96,989
Securities			234,661	(2,542)	-	(15,588)		216,531
Loans, net of allowances for credit losses			964,862	24,093	-	15,553		1,004,508
Other assets			26,220	734	-	(140)		26,814

		$	1,322,732	22,285	-	(175)	$	1,344,842

Liabilities and Shareholders' Equity

Deposits		$	1,150,903	-	-	-	$	1,150,903
Notes payable			75,559	-	-	-		75,559
Securitization liabilities			-	24,297	-	-		24,297
Other liabilities			38,396	(1,204)	-	250		37,442
Preferred share liabilities			-	-	-	40,744		40,744
			1,264,858	23,093	-	40,994		1,328,945

Preferred share liabilities			40,744	-	-	(40,744)		-

Shareholders' equity:
	Share capital		44,054	-	-	-		44,054
	Retained earnings (deficit)		(20,548)	(558)	(19,152)	(1,921)		(42,179)
	Accumulated other comprehensive income (loss)		(6,376)	(250)	19,152	1,496		14,022
			17,130	(808)	-	(425)		15,897

		$	1,322,732	22,285	-	(175)	$	1,344,842


			Balance	IFRS Adjustment				Balance
As at July 31, 2011			CGAAP	Securitization	AFS	Other		IFRS

Assets

Cash and cash equivalents		$	179,911	-	-	-	$	179,911
Securities			168,036	(3,099)	-	(14,579)		150,358
Loans, net of allowances for credit losses			1,073,885	32,416	-	15,042		1,121,343
Other assets			28,028	1,437	-	(446)		29,019

		$	1,449,860	30,754	-	17	$	1,480,631

Liabilities and Shareholders' Equity

Deposits		$	1,259,718	-	-	-	$	1,259,718
Notes payable			92,588	-	-	-		92,588
Securitization liabilities			-	33,128	-	-		33,128
Other liabilities			24,430	(1,539)	-	545		23,436
Preferred share liabilities			-	-	-	41,122		41,122
			1,376,736	31,589	-	41,667		1,449,992

Preferred share liabilities			41,122	-	-	(41,122)		-

Shareholders' equity:
	Share capital		64,196	-	-	-		64,196
	Retained earnings (deficit)		(28,357)	(494)	(17,623)	(2,715)		(49,189)
	Accumulated other comprehensive income (loss)		(3,837)	(341)	17,623	2,187		15,632
			32,002	(835)	-	(528)		30,639

		$	1,449,860	30,754	-	17	$	1,480,631


			Balance	IFRS Adjustment				Balance
As at October 31, 2011			CGAAP	Securitization	AFS	Other		IFRS

Assets

Cash and cash equivalents		$	194,899	-	-	-	$	194,899
Securities			135,137	(4,293)	-	(13,166)		117,678
Loans, net of allowances for credit losses			1,090,932	42,917	-	15,315		1,149,164
Other assets			26,171	1,536	-	(814)		26,893

		$	1,447,139	40,160	-	1,335	$	1,488,634

Liabilities and Shareholders' Equity

Deposits		$	1,269,730	-	-	-	$	1,269,730
Notes payable			77,581	-	-	-		77,581
Securitization liabilities			-	43,247	-	-		43,247
Other liabilities			31,219	(1,871)	-	676		30,024
Preferred share liabilities			-	-	-	41,256		41,256
			1,378,530	41,376	-	41,932		1,461,838

Preferred share liabilities			41,256	-	-	(41,256)		-

Shareholders' equity:
	Share capital		69,900	-	-	-		69,900
	Retained earnings (deficit)		(36,444)	(747)	(10,755)	(2,526)		(50,472)
	Accumulated other comprehensive income (loss)		(6,103)	(469)	10,755	3,185		7,368
			27,353	(1,216)	-	659		26,796

		$	1,447,139	40,160	-	1,335	$	1,488,634

Reconciliation of Net Income (Loss) and Total Comprehensive Income (Loss) - for the three and nine months ended July 31, 2011 and the year ended October 31, 2011.


		Balance	IFRS Adjustment							Balance
For the three months ended July 31, 2011		CGAAP		Securitization		AFS		Other		IFRS

Interest income	$	14,492	$	375	$	-	$	(223)	$	14,644
Interest expense		12,637		332		-		-		12,969
Net interest income		1,855		43		-		(223)		1,675
Provision for (recovery of) credit losses		-		-		-		37		37
Net interest income after provision for (recovery of) credit losses		1,855		43		-		(260)		1,638
Other income (charges)		(290)		269		276		-		255
Net interest income and other income (charges)		1,565		312		276		(260)		1,893
Non-interest expense		5,616		-		-		(34)		5,582
Loss before income taxes		(4,051)		312		276		(226)		(3,689)
Income tax expense (recovery)		(313)		87		80		(8)		(154)
Net income (loss)	$	(3,738)	$	225	$	196	$	(218)	$	(3,535)

Other comprehensive income, net of tax:
Net unrealized gains (losses) on assets held as available-for-sale		504		(72)		-		818		1,250
Amount transferred to profit or loss on disposal of available-for-sale assets		(526)		-		(196)		-		(722)
Total other comprehensive income		(22)		(72)		(196)		818		528
Total comprehensive income (loss)	$	(3,760)	$	153	$	-	$	600	$	(3,007)


		Balance	IFRS Adjustment							Balance
For the nine months ended July 31, 2011		CGAAP		Securitization		AFS		Other		IFRS

Interest income	$	41,008	$	1,121	$	-	$	(562)	$	41,567
Interest expense		35,234		965		-		-		36,199
Net interest income		5,774		156		-		(562)		5,368
Provision for (recovery of) credit losses		82		-		-		109		191
Net interest income after provision for (recovery of) credit losses		5,692		156		-		(671)		5,177
Other income (charges)		778		(69)		2,735		-		3,444
Net interest income and other income (charges)		6,470		87		2,735		(671)		8,621
Non-interest expense		14,336		-		-		169		14,505
Loss before income taxes		(7,866)		87		2,735		(840)		(5,884)
Income tax expense (recovery)		(123)		22		793		368		1,060
Net income (loss)	$	(7,743)	$	65	$	1,942	$	(1,208)	$	(6,944)

Other comprehensive income, net of tax:
Net unrealized gains (losses) on assets held as available-for-sale		2,820		(92)		-		1,106		3,834
Amount transferred to profit or loss on disposal of available-for-sale assets		(281)		-		(1,942)		-		(2,223)
Total other comprehensive income		2,539		(92)		(1,942)		1,106		1,611
Total comprehensive income (loss)	$	(5,204)	$	(27)	$	-	$	(102)	$	(5,333)


		Balance	IFRS Adjustment							Balance
For the year ended October 31, 2011		CGAAP		Securitization		AFS		Other		IFRS

Interest income	$	55,113	$	1,564	$	-	$	(474)	$	56,203
Interest expense		47,256		1,317		-		-		48,573
Net interest income		7,857		247		-		(474)		7,630
Provision for (recovery of) credit losses		165		-		-		144		309
Net interest income after provision for (recovery of) credit losses		7,692		247		-		(618)		7,321
Other income (charges)		593		(436)		12,098		-		12,255
Net interest income and other income (charges)		8,285		(189)		12,098		(618)		19,576
Non-interest expense		21,117		-		-		68		21,185
Loss before income taxes		(12,832)		(189)		12,098		(686)		(1,609)
Income tax expense (recovery)		2,998		-		3,508		112		6,618
Net income (loss)	$	(15,830)	$	(189)	$	8,590	$	(798)	$	(8,227)

Other comprehensive income, net of tax:
Net unrealized gains (losses) on assets held as available-for-sale		(1,581)		(218)		-		1,769		(30)
Amount transferred to profit or loss on disposal of available-for-sale assets		1,854		-		(8,590)		112		(6,624)
Total other comprehensive income		273		(218)		(8,590)		1,881		(6,654)
Total comprehensive income (loss)	$	(15,557)	$	(407)	$	-	$	1,083	$	(14,881)

5. Securities:

Portfolio analysis:


			July 31		October 31		July 31		November 1
			2012		2011		2011		2010

Available-for-sale securities
Securities issued or guaranteed by:
	Canadian federal government	$	30,003	$	28,940	$	26,527	$	32,691
	Canadian provincial governments		9,939		21,214		17,991		26,341
	Canadian municipal governments		1,648		4,622		4,570		5,359
Corporate debt			853		17,592		23,618		69,482
Corporate equity			-		29,999		61,506		66,645
Total available-for-sale securities		$	42,443	$	102,367	$	134,212	$	200,518

Held-to-maturity securities
Corporate debt		$	15,284	$	15,311	$	16,146	$	16,013
Total securities		$	57,727	$	117,678	$	150,358	$	216,531

Loans:

a) Portfolio analysis:


			July 31		October 31		July 31		November 1
			2012		2011		2011		2010

Residential mortgages
	Insured	$	36,451	$	36,685	$	48,914	$	62,838
	Uninsured		235,329		176,555		161,503		158,793
Securitized mortgages			42,100		42,712		32,232		23,949
Government financing			185,968		201,185		203,130		223,959
Corporate loans			644,970		602,114		580,090		459,356
Corporate leases			87,958		84,106		89,950		68,858
Other loans			5,097		4,833		4,718		7,430
Credit card receivables			17,820		-		-		-
			1,255,693		1,148,190		1,120,537		1,005,183

Allowance for credit losses:
	Collective		(3,182)		(2,827)		(2,719)		(3,812)
	Individual		(1,672)		(1,560)		(1,525)		(1,614)
			(4,854)		(4,387)		(4,244)		(5,426)

			1,250,839		1,143,803		1,116,293		999,757

Accrued interest			4,756		5,361		5,050		4,751

Total loans, net of allowance for credit losses		$	1,255,595	$	1,149,164	$	1,121,343	$	1,004,508

The collective allowance for credit losses relates to the following loan portfolios:


		July 31		October 31		July 31
		2012		2011		2011

Residential mortgages	$	530	$	367	$	421
Corporate and government loans		2,372		2,408		2,246
Other loans		30		52		52
Credit card receivables		250		-		-
	$	3,182	$	2,827	$	2,719

The Corporation holds collateral against loans in the form of mortgage interests over property, other registered securities over assets and guarantees. Estimates of fair value are based on the nature of the underlying collateral. For mortgages secured by real estate, the value of collateral is determined at the time of borrowing by an appraisal. For loans secured by equipment, the value of collateral is assigned by the nature of the underlying equipment held.

b) Allowance for credit losses:

The allowance for credit losses results from the following:


						July 31 2012		July 31 2011
For the three months ended		Collective		Individual		Total Allowance		Total Allowance

Balance, beginning of the period	$	2,979	$	1,633	$	4,612	$	4,724
Provision for credit losses		210		39		249		37
Recoveries (write-offs)		(7)		-		(7)		(517)

Balance, end of the period	$	3,182	$	1,672	$	$ 4,854	$	4,244


						July 31 2012		July 31 2011
For the nine months ended		Collective		Individual		Total Allowance		Total Allowance

Balance, beginning of the period	$	2,827	$	1,560	$	4,387	$	5,426
Provision for credit losses		321		112		433		191
Recoveries (write-offs)		34		-		34		(1,373)

Balance, end of the period	$	3,182	$	1,672	$	4,854	$	4,244

c) Impaired loans:


		July 31, 2012
		Gross impaired		Individual allowance		Net impaired

Residential mortgages	$	1,695	$	1,672	$	23
Other loans		28		-		28
	$	1,723	$	1,672	$	51


		October 31, 2011
		Gross impaired		Individual allowance		Net impaired

Residential mortgages	$	1,588	$	1,560	$	28
Other loans		45		-		45
	$	1,633	$	1,560	$	73


		July 31, 2011
		Gross impaired		Individual allowance		Net impaired

Residential mortgages	$	1,542	$	1,525	$	17
Other loans		46		-		46
	$	1,588	$	1,525	$	63

Impaired loans at July 31, 2012 include foreclosed real estate held for sale with a gross carrying value of $159,000 (2011 - $149,000) and a related allowance of $120,000 (2011 - $110,000). Real estate held for sale is measured at the lower of cost and the fair value less costs to sell.

Interest income recognized on impaired loans for the three and nine months ended July 31, 2012 was $38,000 (2011 - $36,000) and $111,000 (2011 - $109,000) respectively. An individual allowance has been recognized equal to the amount of interest accrued on impaired loans to reflect the estimated recoverable amounts for impaired loans.

At July 31, 2012, loans, other than credit card receivables, past due but not impaired totalled $nil (2011 - $nil). At July 31, 2012, credit card receivables overdue by one day or more but not impaired totalled $849,000.

7. Notes payable:


		July 31 2012		October 31 2011		July 31 2011


Ten year term Series C Notes unsecured, maturing 2018, net of issue costs of $4,052, effective interest of 10.56%	$	57,653	$	57,309	$	57,198

Notes payable, unsecured, net of issue costs of $nil, effective interest of 7.00%		200		200		5,780

Ten year term, unsecured, callable, subordinated notes payable by the Bank to third parties, maturing between 2017 and 2021, net of issue costs of $1,333, effective interest of 10.80%		22,167		20,072		29,610

	$	80,020	$	77,581	$	92,588

8. Securitization liabilities:

Securitization liabilities include amounts payable to counterparties for cash received upon initiation of securitization transactions, accrued interest on amounts payable to counterparties, and the unamortized balance of deferred costs and discounts which arose upon initiation of the securitization transactions.

The amounts payable to counterparties bear interest at rates ranging from 1.97% - 3.95% and mature between 2016 and 2020. Securitized insured mortgages with a carrying value of $41,837,000 (2011 - $32,268,000) are pledged as collateral for these liabilities.

9. Preferred share liabilities:

At July 31, 2012, the Corporation has outstanding 1,909,458 (2011 - 1,909,458) Class B Preferred Shares with a total value of $47.7 million (2011 - $47.7 million) less issue costs of $2.4 million (2011 - $2.6 million). As these Class B preferred shares carry certain redemption features and are convertible into common shares of the Corporation, an amount of $41.7 million (2011 - $41.1 million), net of issue costs, representing the fair value of the Corporation's obligation to make future payments of principle and interest has been classified on the Corporation's Consolidated Statement of Financial Position as a preferred share liability. In addition, an amount of $4.3 million (2011 - $4.3 million) representing the equity element of the Class B Preferred Shares, net of issue costs, has been classified in share capital on the Consolidated Statement of Financial Position.

As the preferred shares must be redeemed by the Corporation for approximately $47.7 million (2011 - $47.7 million), the preferred share liability amount of $41.7 million (2011 - $41.1 million) is being adjusted over the remaining term to redemption, until the amount is equal to the estimated redemption amount with the increase included in interest expense in the Consolidated Statement of Income (Loss) calculated using the effective interest rate of 11.8%.

10. Share capital:


		Stock Options
	Common shares outstanding	Number		Weighted- average exercise price

Outstanding, October 31, 2011	26,237,594	1,143,033	$	4.93
Granted	-	50,000		1.90
Issued for cash proceeds	521,020	-		-
Issued pursuant to Class B Preferred Share dividend	1,319,258	-		-
Expired	-	(30,000)		6.00
Outstanding, July 31, 2012	28,077,872	1,163,033	$	4.77

At July 31, 2012, the Corporation has 6,202,370 (2011 - nil) warrants outstanding to acquire common shares and common share warrants. In addition, at July 31, 2012, there were 314,572 (2011 - 314,572) Class A Preferred Shares outstanding and 1,909,458 (2011 - 1,909,458) Class B Preferred Shares outstanding.

The Corporation recognized compensation expense relating to the estimated fair value of stock options granted for the three and nine months ended July 31, 2012 of $6,000 (2011 - $6,000) and $30,000 (2011 - $20,000) respectively. During the three months ended January 31, 2012, 50,000 options were granted to an officer who is a member of the Corporation's key management personnel. These options are exercisable into common shares at $1.90 per share and expire in January, 2022. The fair value of the options was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) risk-free interest rate of 1.31%, (ii) expected option life of 60 months and (iii) expected volatility of 57.71%. The forfeiture rate for these options was estimated at 0%. The fair value of options granted was estimated at $0.95 per option. No additional options were granted during the three months ended July 31, 2012.

During the three months ended January 31, 2012, the Corporation issued 128,574 DSU's (2011 - 46,669) to its directors, with no additional grants of DSU's in the second and third quarters of 2012. The amounts recorded in the Consolidated Statement of Income (Loss) relating to DSU's for the three and nine months July 31, 2012 was $12,000 expense (2011 - $87,000 recovery) and $225,000 expense (2011 - $4,000 recovery) respectively.

11. Other income:


		for the three months ended				for the nine months ended
		July 31 2012		July 31 2011		July 31 2012		July 31 2011

Gain on sale of securities	$	2,998	$	-	$	10,141	$	3,201
Other income (charges)		316		5		305		165
Credit card non-interest revenue		259		-		375		-
Mark-to-market adjustment for derivatives		-		250		96		78

	$	3,573	$	255	$	10,917	$	3,444

12. Derivative instruments:

At July 31, 2012, the Corporation had outstanding contracts for asset liability management purposes to swap from fixed to floating interest rates with notional amounts totalling $135,929,000 (2011 - $212,200,000), all of which qualified for hedge accounting. The Corporation only enters into these interest rate contracts for its own account and does not act as an intermediary in this market. These contracts have a risk-weight of $382,000 (2011 - $585,000) for purposes of determining the Bank's regulatory capital ratios. As required under the accounting standard relating to hedges, at July 31, 2012, $17,342,000 (2011 - $14,887,000) relating to these contracts was included in other liabilities and the offsetting amount included in the carrying values of the assets to which they relate. Approved counterparties are limited to Canadian chartered banks.

In 2011, the Corporation had entered into interest rate swaps that did not qualify for hedge accounting as a result of transactions with the Canada Housing Trust^TM. At July 31, 2011 the notional amount of these contracts totalled $884,000 and $nil at July 31, 2012 as the swaps were unwound in the current fiscal year.

13. Commitments and contingencies:

The amount of credit related commitments represents the maximum amount of additional credit that the Corporation could be obligated to extend. Under certain circumstances, the Corporation may cancel loan commitments at its option. The amount with respect to the letters of credit are not necessarily indicative of credit risk as many of these arrangements are contracted for a limited period of usually less than one year and will expire or terminate without being drawn upon.


		July 31 2012		July 31 2011

Loan comittments	$	216,184	$	204,209
Undrawn credit card lines		92,845		-
Letters of credit		26,434		27,644

	$	335,463	$	231,853

In the ordinary course of business, cash and securities are pledged against liabilities and off-balance sheet items.

Details of assets pledged are as follows:


		July 31 2012		July 31 2011

Collateral related to derivative transactions	$	16,213	$	15,950
Collateral related to letters of credit		9,245		8,968

	$	25,458	$	24,918

14. Related party transactions:

The Corporation's Board of Directors and selected Executive Officers represent key management personnel. Other than key management personnel, the Corporation has no other related parties for which there were transactions during the period or outstanding balances.

The Corporation issues both mortgages and personal loans to employees and Executive Officers. At July 31, 2012 balances due from Executive Officers totalled $961,000 (2011 - $2,669,000) of which none are secured by residential or other property.

The interest rates charged on these loans are similar to those charged in an arms-length transaction. Interest income earned on the above loans for the three and nine months ended July 31, 2012 was $10,000 (2011 - $29,000) and $30,000 (2011 - $88,000) respectively. There was $nil provision for credit losses related to loans issued to key management personnel for the three and nine months ended July 31, 2012 and 2011.

15. Capital management:

a) Overview:

The Corporation's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The impact of the level of capital on shareholders' return is also important and the Corporation recognizes the need to maintain a balance between the higher returns that might be possible with greater leverage and the advantages and security afforded by a sound capital position.

The Corporation's primary subsidiary is Pacific & Western Bank of Canada, (the "Bank") and as a result, the following discussion on capital management is with respect to the capital of the Bank. The Bank operates as a bank under the Bank Act (Canada) and is regulated by the Office of the Superintendent of Financial Institutions Canada (OSFI). OSFI sets and monitors capital requirements for the Bank.

Capital is managed in accordance with policies and plans that are regularly reviewed and approved by the Board of Directors and take into account forecasted capital needs and conditions in financial markets.

The goal is to maintain adequate regulatory capital to be considered well capitalized, protect consumer deposits and provide capacity for internally generated growth and strategic opportunities that do not otherwise require accessing the public capital markets, all the while providing a satisfactory return to shareholders. The Bank's regulatory capital is comprised of share capital, retained earnings and unrealized losses on available-for-sale equity securities (Tier 1 capital) and unrealized gains on available-for-sale equity and the face value of subordinated notes (Tier 2 capital). Subordinated notes included in regulatory capital is limited to 50% of Tier 1 capital (leverageable amount).

The Bank monitors its capital adequacy and related capital ratios on a daily basis and has policies setting internal maximum and minimum amounts for its capital ratios. These capital ratios consist of the assets-to-capital multiple and the risk-based capital ratios.

During the period ended July 31, 2012, there were no material changes in the Bank's management of capital.

b) Assets-to-Capital Multiple:

The Bank's growth in total assets is limited by a permitted assets-to-capital multiple which is prescribed by OSFI and is defined as the ratio of the total assets of the Bank to its regulatory capital. The Bank's assets-to-capital multiple is calculated as follows:


			July 31 2012 IFRS		July 31 2011 CGAAP

Total assets (on and off-balance sheet)		$	1,565,203	$	1,460,075
Capital
	Common shares	$	103,965	$	103,965
	Retained earnings (deficit)		(10,026)		(350)
	Unrealized gain (loss) on available-for-sale equity securities		10		(2,539)
	Subordinated notes (leverageable amount)		49,500		50,538
	OSFI phase-in adjustment of the impact of IFRS (note 10c)		5,555		-
Total regulatory capital		$	149,004	$	151,614

Assets-to-capital ratio			10.50		9.63

The Bank was in compliance with the assets-to-capital multiple prescribed by OSFI throughout the periods presented. Regulatory capital and related calculations for all comparable periods presented are reported under CGAAP as the Corporation is not required by OSFI to restate such figures.

c) Risk-Based Capital Ratio:

OSFI requires banks to measure capital adequacy in accordance with guidelines for determining risk adjusted capital and risk-weighted assets including off-balance sheet credit instruments. Based on the deemed credit risk for each type of asset, a weighting of 0% to 150% is assigned to determine the risk-based capital ratio. OSFI recommends that banks maintain a minimum total risk-based capital ratio in excess of 10% and a Tier 1 risk-based capital ratio in excess of 7%.

The Bank's risk-based capital ratios are calculated as follows:


				July 31, 2012 IFRS				July 31, 2011 CGAAP
		Notional Drawn Amount		Risk Weighted Balance		Notional Drawn Amount		Risk Weighted Balance

Balance sheet assets	$	1,538,769	$	1,036,512	$	1,432,431	$	978,205
Off-balance sheet assets		471,392		108,308		510,366		104,132
Charge for operational risk				30,764				28,262
Total risk-weighted assets			$	1,175,584			$	1,110,599
Regulatory capital				149,004				151,614
Total risk-based capital ratio				12.67%				13.65%
Tier 1 risk-based capital ratio				8.46%				9.10%

Impact of IFRS on Regulatory Capital

Reporting of the Bank's regulatory capital under IFRS commenced on November 1, 2011. As per OSFI's Capital Adequacy Guidelines, financial institutions may elect a phase-in of the impact of the conversion to IFRS on their regulatory capital. The Bank made this election to phase-in the IFRS conversion impact over a five quarter period starting with the first quarter ending January 31, 2012. The phase-in amount is based on the impact on Retained Earnings (Deficit) of IFRS conversion as at November 1, 2011 and is recognized in regulatory capital on a straight-line basis. The estimate of the phase-in amount over the full five quarters is a reduction of regulatory capital of approximately $14.0 million and relates primarily to the impairment in previous years of available-for-sale securities. In the absence of this election, the Bank's Tier 1 and Total capital ratios would be 7.99% and 11.99% respectively at July 31, 2012.

16. Interest rate position:

The Bank is subject to interest rate risk which is the risk that a movement in interest rates could negatively impact spread, net interest income and the economic value of assets, liabilities and shareholders' equity. The following table provides the duration difference between the Bank's assets and liabilities and the potential after-tax impact of a 100 basis point shift in interest rates on the Bank's earnings during a 12 month period and the potential after-tax impact of a 100 basis point shift in interest rates on the Bank's shareholder's equity over a 60 month period if no remedial actions are taken.


			July 31, 2012				July 31, 2011
			Increase 100 bps		Decrease 100 bps		Increase 100 bps		Decrease 100 bps

Sensitivity of projected net interest
	income during a 12 month period	$	5,975	$	(5,919)	$	2,305	$	(2,331)
Sensitivity of projected net interest
	income during a 60 month period		9,364	$	(9,983)		5,074	$	(5,246)

Duration difference between assets and
	liabilities (months)		3.7				2.5

17. Segment information:

The Corporation determines its operating segments based on the different business activities of its component operations. The Corporation has identified three distinct operating segments: commercial lending, credit card lending and corporate head office operations.

The commercial lending segment consists of the operations of the Bank related to issuing mortgages and loans and participating in securitization arrangements. The commercial lending segment is supported by deposit taking activities and treasury activities. The credit card lending segment consists of the operations of the Bank related to its private label credit card program. The corporate head office operations segment consists of operations of the parent company, which are not directly related to the operations of the Bank.

Operating segment financial results are based on internal financial reporting documents which are provided to the Corporation's chief decision makers. Accounting policies applied and measurement bases used are consistent with those applied in the preparation of the Corporation's Consolidated Financial Statements. The financial results for all segments are presented on a consolidated basis. Transactions between segments have been eliminated.

The following table details financial results for the Corporation by operating segment:


For the three months ended	July 31, 2012										July 31, 2011
	Commercial lending		Credit card lending ⁽¹⁾		Corporate head office		Intercompany eliminations		Total		Total
	Commercial lending		Credit card lending ⁽¹⁾		Corporate head office		Intercompany eliminations		Total		Total

Net interest income	$	4,990	$	69	$	(2,730)	$	783	$	3,112	$	1,675
Other income		3,314		259		-		-		3,573		255
Net interest income and other income		8,304		328		(2,730)		783		6,685		1,930
Provision for credit losses		112		137		-		-		249		37
Net interest and other income (loss) after provision for credit losses		8,192		191		(2,730)		783		6,436		1,893
Non-interest expense		5,177		989		296		(300)		6,162		5,582
Income (loss) before income taxes		3,015		(798)		(3,026)		1,083		274		(3,689)
Income tax expense (recovery)		434		-		454		-		888		(154)
Net income (loss)	$	2,581	$	(798)	$	(3,480)	$	1,083	$	(614)	$	(3,535)


For the nine months ended	July 31, 2012										July 31, 2011
	Commercial lending		Credit card lending ⁽¹⁾		Corporate head office		Intercompany eliminations		Total			Total
	Commercial lending		Credit card lending ⁽¹⁾		Corporate head office		Intercompany eliminations		Total			Total

Net interest income	$	14,042	$	63	$	(8,072)	$	2,425	$	8,458		$	5,368
Other income		10,542		375		-		-		10,917			3,444
Net interest income and other income (charges)		24,584		438		(8,072)		2,425		19,375			8,812
Provision for credit losses		176		257		-		-		433			191
Net interest and other income (loss) after provision for credit losses		24,408		181		(8,072)		2,425		18,942			8,621
Non-interest expense		15,124		2,400		1,006		(885)		17,645			14,505
Income (loss) before income taxes		9,284		(2,219)		(9,078)		3,310		1,297			(5,884)
Income tax expense		2,334		-		1,341		-		3,675			1,060
Net income (loss)	$	6,950	$	(2,219)	$	(10,419)	$	3,310	$	(2,378)		$	(6,944)

Note 1: Credit card lending segment launched operations on January 2, 2012.

18. Subsidiary company information:

The following table presents summary financial information regarding the Bank on a consolidated basis:

Consolidated balance sheets
		July 31 2012	October 31 2011		July 31 2011		November 1 2010

Cash and cash equivalents	$	193,800	$	188,994	$	161,778	$	88,991
Securities		57,727		117,678		150,358		216,531
Loans, net of allowance for credit losses		1,255,595		1,149,163		1,121,343		1,004,508
Other assets		31,647		29,898		29,723		27,967
	$	1,538,769	$	1,485,733	$	1,463,202	$	1,337,997

Deposits	$	1,323,494	$	1,269,730	$	1,259,718	$	1,150,903
Subordinated notes payable		49,773		49,651		49,610		40,025
Securitization liabilities		43,458		43,247		33,128		24,297
Other liabilities		28,055		26,529		22,134		35,712
		1,444,780		1,389,157		1,364,590		1,250,937

Shareholder's equity		93,989		96,576		98,612		87,060

	$	1,538,769	$	1,485,733	$	1,463,202	$	1,337,997

Consolidated statements of income
	for the three months ended				for the nine months ended
	July 31 2012		July 31 2011		July 31 2012		July 31 2011

Interest income	$	15,350	$	14,550	$	45,282	$	41,484
Interest expense		10,291		10,337		31,177		29,221
Net interest income		5,059		4,213		14,105		12,263
Other income		3,573		295		10,917		3,495
Net interest income and other income		8,632		4,508		25,022		15,758
Provision for credit losses		249		37		433		191
Net interest and other income after provision for credit losses		8,383		4,471		24,589		15,567
Non-interest expense		6,166		4,948		17,524		13,398
Income (loss) before income taxes		2,217		(477)		7,065		2,169
Income tax expense (recovery)		434		(154)		2,334		826
Net income (loss)	$	1,783	$	(323)	$	4,731	$	1,343

Pacific & Western Bank of Canada (PWBank), a Schedule I chartered bank, is a branchless financial institution with over $1.5 billion in assets. PWBank specializes in providing innovative financing to large corporate and government entities including hospitals, school boards, universities and colleges, municipalities and provincial and federal government agencies.

Pacific & Western Bank of Canada is wholly owned by Pacific & Western Credit Corp., whose shares trade on the TSX under the symbol PWC.

On behalf of the Board of Directors: David R. Taylor, President & C.E.O.

To receive company news releases, please contact:
Wade MacBain at [email protected] (519) 675-4201

SOURCE: Pacific & Western Credit Corp.

Investor Relations: (800) 244-1509, [email protected]
Public Relations & Media: Tel Matrundola, Vice-President, (416) 203-0882, [email protected]
Visit our website at: http://www.pwbank.com

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