Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

(Mark One)

 

x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

   For the quarterly period ended June 30 , 200 8 .

 

 

OR

 

 

o

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

   For the transition period from              to

 

Commission File Number 000-50923

 


 

WILSHIRE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

California

 

20-0711133

State or other jurisdiction of incorporation or organization

 

I.R.S. Employer Identification Number

 

 

 

3200 Wilshire Blvd.

 

 

Los Angeles, California

 

90010

Address of principal executive offices

 

Zip Code

 

(213) 387-3200

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:  Common Stock, no par value

 

Securities registered pursuant to Section 12(g) of the Act: None

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x     No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

x

 

 

 

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No x

 

The number of shares of Common Stock of the registrant outstanding as of July 31, 2008 was 29,391,177.

 

 

 




Table of Contents

 

Part I.  FINANCIAL INFORMATION

 

Item 1.                    Financial Statements

 

WILSHIRE BANCORP, INC.

 

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN THOUSANDS)

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

69,497

 

$

82,506

 

Federal funds sold and other cash equivalents

 

4

 

10,003

 

Cash and cash equivalents

 

69,501

 

92,509

 

 

 

 

 

 

 

Securities available for sale, at fair value (amortized cost of $233,948 and $223,933 at June 30, 2008 and December 31, 2007, respectively)

 

232,857

 

224,256

 

Securities held to maturity, at amortized cost (fair value of $355 and $7,372 at June 30, 2008 and December 31, 2007, respectively)

 

369

 

7,384

 

Loans receivable, net of allowance for loan losses of $23,494 and $21,579 at June 30, 2008 and December 31, 2007, respectively

 

1,954,740

 

1,779,558

 

Loans held for sale—at the lower of cost or market

 

8,366

 

7,912

 

Federal Home Loan Bank stock, at cost

 

15,040

 

8,695

 

Other real estate owned

 

465

 

133

 

Due from customers on acceptances

 

3,366

 

3,377

 

Cash surrender value of bank owned life insurance

 

16,514

 

16,228

 

Investment in affordable housing partnerships

 

6,428

 

6,222

 

Bank premises and equipment

 

10,913

 

10,960

 

Accrued interest receivable

 

9,880

 

10,062

 

Deferred income taxes

 

9,743

 

9,151

 

Servicing assets

 

5,039

 

4,950

 

Goodwill

 

6,675

 

6,675

 

Other intangible assets

 

1,438

 

1,587

 

Other assets

 

7,978

 

7,046

 

TOTAL

 

$

2,359,312

 

$

2,196,705

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing

 

$

320,360

 

$

314,114

 

Interest bearing:

 

 

 

 

 

Savings

 

38,266

 

31,812

 

Money market checking and NOW accounts

 

433,368

 

485,547

 

Time deposits of $100,000 or more

 

773,176

 

788,883

 

Other time deposits

 

174,119

 

142,715

 

Total deposits

 

1,739,289

 

1,763,071

 

 

 

 

 

 

 

Federal Home Loan Bank borrowings

 

320,000

 

150,000

 

Junior subordinated debentures

 

87,321

 

87,321

 

Accrued interest payable

 

9,735

 

10,440

 

Acceptances outstanding

 

3,366

 

3,377

 

Other liabilities

 

17,915

 

10,710

 

Total liabilities

 

2,177,626

 

2,024,919

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, no par value—authorized, 5,000,000 shares; issued and outstanding, none

 

 

 

 

 

Common stock, no par value—authorized, 80,000,000 shares; issued and outstanding, 29,391,177 shares and 29,253,311 shares at June 30, 2008 and December 31, 2007, respectively

 

51,911

 

50,895

 

Accumulated other comprehensive income, net of tax (benefit) expense of ($294) and $271 at June 30, 2008 and December 31, 2007, respectively

 

(406

)

375

 

Retained earnings

 

131,443

 

121,778

 

 

 

182,948

 

173,048

 

Less Treasury stock, at cost, 127,425 shares at June 30, 2008 and December 31, 2007

 

(1,262

)

(1,262

)

Total shareholders’ equity

 

181,686

 

171,786

 

TOTAL

 

$

2,359,312

 

$

2,196,705

 

 

See accompanying notes to consolidated financial statements.

 

1



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

33,978

 

$

36,584

 

$

69,296

 

$

70,485

 

Interest on investment securities

 

2,638

 

2,342

 

5,222

 

4,581

 

Interest on federal funds sold

 

49

 

578

 

129

 

2,087

 

Total interest income

 

36,665

 

39,504

 

74,647

 

77,153

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

12,864

 

17,243

 

27,602

 

34,605

 

Interest on FHLB advances and other borrowings

 

2,356

 

204

 

4,399

 

386

 

Interest on junior subordinated debentures

 

1,112

 

1,141

 

2,569

 

2,273

 

Total interest expense

 

16,332

 

18,588

 

34,570

 

37,264

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

20,333

 

20,916

 

40,077

 

39,889

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR LOSSES ON LOANS AND LOAN COMMITMENTS

 

1,400

 

4,500

 

2,800

 

6,130

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

18,933

 

16,416

 

37,277

 

33,759

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

3,043

 

2,505

 

5,791

 

4,792

 

Gain on sale of loans

 

918

 

2,334

 

1,782

 

4,144

 

Loan-related servicing fees

 

772

 

567

 

1,448

 

985

 

Income from other earning assets

 

392

 

275

 

710

 

552

 

Other income

 

482

 

630

 

1,029

 

1,049

 

Total noninterest income

 

5,607

 

6,311

 

10,760

 

11,522

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST EXPENSES:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

7,655

 

5,703

 

14,631

 

11,401

 

Occupancy and equipment

 

1,492

 

1,300

 

2,917

 

2,570

 

Data processing

 

771

 

745

 

1,536

 

1,510

 

Outsourced service for customer

 

392

 

447

 

841

 

823

 

Professional fees

 

454

 

264

 

954

 

579

 

Deposit insurance premiums

 

299

 

322

 

629

 

372

 

Other operating

 

1,491

 

1,825

 

3,269

 

3,854

 

Total noninterest expenses

 

12,554

 

10,606

 

24,777

 

21,109

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

11,986

 

12,121

 

23,260

 

24,172

 

 

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

4,557

 

4,775

 

8,780

 

9,509

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

7,429

 

$

7,346

 

$

14,480

 

$

14,663

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.25

 

$

0.49

 

$

0.50

 

Diluted

 

$

0.25

 

$

0.25

 

$

0.49

 

$

0.50

 

WEIGHTED-AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

29,391,177

 

29,370,096

 

29,334,024

 

29,358,335

 

Diluted

 

29,414,674

 

29,662,046

 

29,392,621

 

29,641,359

 

 

See accompanying notes to consolidated financial statements.

 

2



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

 

Common Stock

 

Accumulated

 

 

 

 

 

 

 

 

 

Gross Shares

 

 

 

 

 

 

 

Other

 

 

 

Treasury

 

Total

 

 

 

Issued and

 

Treasury

 

Shares

 

 

 

Comprehensive

 

Retained

 

Stock,

 

Shareholders’

 

 

 

Outstanding

 

Shares

 

Outstanding

 

Amount

 

Income (Loss)

 

Earnings

 

at Cost

 

Equity

 

BALANCE—January 1, 2007

 

29,197,420

 

 

29,197,420

 

$

49,123

 

$

(408

)

$

100,920

 

$

 

$

149,635

 

Stock options exercised

 

174,276

 

 

 

174,276

 

115

 

 

 

 

 

 

 

115

 

Cash dividend declared

 

 

 

 

 

 

 

 

 

 

 

(2,937

)

 

 

(2,937

)

Share-based compensation expense

 

 

 

 

 

 

 

209

 

 

 

 

 

 

 

209

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

1,286

 

Cumulative impact of change in accounting for uncertainties in income taxes

 

 

 

 

 

 

 

 

 

 

 

(162

)

 

 

(162

)

Cumulative impact of change in accounting for fair valuation method adoption

 

 

 

 

 

 

 

 

 

 

 

80

 

 

 

80

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,663

 

 

 

14,663

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on interest-only strips

 

 

 

 

 

 

 

 

 

74

 

 

 

 

 

74

 

Change in unrealized gain on securities available for sale

 

 

 

 

 

 

 

 

 

(376

)

 

 

 

 

(376

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

14,361

 

BALANCE—June 30, 2007

 

29,371,696

 

 

29,371,696

 

$

50,733

 

$

(710

)

$

112,564

 

$

 

$

162,587

 

 

 

 

Common Stock

 

Accumulated

 

 

 

 

 

 

 

 

 

Gross Shares

 

 

 

 

 

 

 

Other

 

 

 

Treasury

 

Total

 

 

 

Issued and

 

Treasury

 

Shares

 

 

 

Comprehensive

 

Retained

 

Stock,

 

Shareholders’

 

 

 

Outstanding

 

Shares

 

Outstanding

 

Amount

 

Income (Loss)

 

Earnings

 

at Cost

 

Equity

 

BALANCE—January 1, 2008

 

29,380,736

 

(127,425

)

29,253,311

 

$

50,895

 

$

375

 

$

121,778

 

$

(1,262

)

$

171,786

 

Stock options exercised

 

137,866

 

 

 

137,866

 

391

 

 

 

 

 

 

 

391

 

Cash dividend declared

 

 

 

 

 

 

 

 

 

 

 

(2,939

)

 

 

(2,939

)

Share-based compensation expense

 

 

 

 

 

 

 

568

 

 

 

 

 

 

 

568

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

57

 

 

 

 

 

 

 

57

 

Cumulative impact of change in accounting for postretirement split-dollar accounting

 

 

 

 

 

 

 

 

 

 

 

(1,876

)

 

 

(1,876

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,480

 

 

 

14,480

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on interest-only strips

 

 

 

 

 

 

 

 

 

39

 

 

 

 

 

39

 

Change in unrealized gain on securities available for sale

 

 

 

 

 

 

 

 

 

(820

)

 

 

 

 

(820

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

13,699

 

BALANCE—June 30, 2008

 

29,518,602

 

(127,425

)

29,391,177

 

$

51,911

 

$

(406

)

$

131,443

 

$

(1,262

)

$

181,686

 

 

See accompanying notes to consolidated financial statements.

 

3



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months Ended June 30,

 

 

 

2008

 

2007

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

14,480

 

$

14,663

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Amortization (accretion) of investment securities

 

572

 

(86

)

Depreciation of bank premises & equipment

 

886

 

793

 

Amortization of other intangible assets

 

148

 

148

 

Amortization of investments in affordable housing partnerships

 

349

 

235

 

Provision for losses on loans and loan commitments

 

2,800

 

6,130

 

Deferred tax (benefit) provision

 

(27

)

645

 

Loss on disposition of bank premises and equipment

 

3

 

9

 

Gain on sale of loans

 

(1,782

)

(4,144

)

Origination of loans held for sale

 

(40,867

)

(85,672

)

Proceeds from sale of loans held for sale

 

42,195

 

80,905

 

Gain on sale or call of available for sale securities

 

(3

)

 

Decrease in fair value of serving rights

 

566

 

1,063

 

Gain on sale of other real estate owned

 

 

(125

)

Loss on sale of repossessed vehicles

 

1

 

26

 

Share-based compensation expense

 

568

 

209

 

Change in cash surrender value of life insurance

 

(286

)

(296

)

Servicing assets capitalized

 

(622

)

(910

)

Decrease in interest-only strips

 

119

 

352

 

Decrease (increase) in accrued interest receivable

 

182

 

(47

)

Increase in other assets

 

(1,144

)

(1,980

)

Dividends of Federal Home Loan Bank stock

 

(265

)

(202

)

Tax benefit from exercise of stock options

 

(57

)

(1,286

)

(Decrease) increase in accrued interest payable

 

(705

)

515

 

Increase in other liabilities

 

5,714

 

1,837

 

Net cash provided by operating activities

 

22,825

 

12,782

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from principal repayment, matured or called securities held to maturity

 

7,015

 

3,017

 

Purchase of securities available for sale

 

(87,096

)

(62,977

)

Proceeds from matured securities available for sale

 

76,513

 

35,149

 

Net increase in loans receivable

 

(178,682

)

(114,076

)

Proceeds from sale of other loans

 

 

5,385

 

Proceeds from sale of other real estate owned

 

 

871

 

Proceeds from sale of repossessed vehicles

 

10

 

73

 

Purchases of investments in affodable housing partnerships

 

(555

)

(808

)

Purchases of Bank premises and equipment

 

(695

)

(403

)

Purchases of Federal Home Loan Bank stock

 

(6,080

)

(732

)

Proceeds from disposition of Bank equipment

 

3

 

 

Net cash used in investing activities

 

(189,567

)

(134,501

)

 

See accompanying notes to consolidated financial statements.

 

(Continued)

 

4



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months Ended June 30,

 

 

 

2008

 

2007

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from exercise of stock options

 

$

391

 

$

115

 

Payment of cash dividend

 

(2,932

)

(2,928

)

Increase in Federal Home Loan Bank borrowings

 

170,000

 

 

Tax benefit from exercise of stock options

 

57

 

1,286

 

Net (decrease) increase in deposits

 

(23,782

)

13,952

 

Net cash provided by financing activities

 

143,734

 

12,425

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(23,008

)

(109,294

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

92,509

 

205,247

 

CASH AND CASH EQUIVALENTS—End of period

 

$

69,501

 

$

95,953

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

35,275

 

$

36,750

 

Income taxes paid

 

$

10,180

 

$

8,501

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

 

 

 

 

 

Transfer of loans to other real estate owned

 

$

332

 

$

646

 

Other assets transferred to Bank premises and equipment

 

$

150

 

$

140

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:

 

 

 

 

 

Cash dividend declared, but not paid

 

$

1,470

 

$

1,469

 

 

See accompanying notes to consolidated financial statements.

 

(Concluded)

 

5


 


Table of Contents

 

WILSHIRE BANCORP, INC.

 

Notes to Consolidated Financial Statements

 

Note 1.   Business of Wilshire Bancorp, Inc.

 

Wilshire Bancorp, Inc. (hereafter , the “Company,” “we,” “us,” or “our”) succeeded to the business and operations of Wilshire State Bank, a California state-chartered commercial bank (the “Bank”), upon consummation of the reorganization of the Bank into a holding company structure, effective as of August 25, 2004.  The Bank was incorporated under the laws of the State of California on May 20, 1980 and commenced operations on December 30, 1980.  The Company was incorporated in December 2003 as a wholly-owned subsidiary of the Bank for the purpose of facilitating the issuance of trust preferred securities for the Bank and eventually serving as the holding company of the Bank.  The Bank’s shareholders approved a reorganization into a holding company structure at a meeting held on August 25, 2004.  As a result of the reorganization, shareholders of the Bank are now shareholders of the Company, and the Bank is a direct wholly-owned subsidiary of the Company.

 

Our corporate headquarters and primary banking facilities are located at 3200 Wilshire Boulevard, Los Angeles, California 90010.  In addition , we have 20 full-service Bank branch offices in Southern California, Texas, New York and New Jersey.  We also have 7 loan production offices utilized primarily for the origination of loans under our Small Business Administration (“SBA”) lending program in Colorado, Georgia, New Jersey, Texas, Virginia, and Washington.

 

Note 2.   Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission (“SEC”) rules and regulations for interim financial reporting and therefore do not necessarily include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The information provided by these interim financial statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated statements of financial condition as of June 30, 2008 and December 31, 2007, the related statements of operations and shareholders’ equity for the three months and six months ended June 30, 2008 and 2007, and the statements of cash flows for six months ended June 30, 2008 and 2007. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. To conform to the consolidated financial statements of the prior period to the current period’s presentation, we have (i) reclassified change in the fair valuation of servicing assets of $294,000 from non-interest income to loan servicing income, and (ii) separately disclosed investment in affordable housing partnerships from other assets, increasing the net cash provided by operating activities and net cash used in investing activities by $808,000.

 

The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 200 7.  The accounting policies used in the preparation of these interim financial statements were consistent with those used in the preparation of the financial statements for the year ended December 31, 2007.

 

Note 3.   Fair Value Option and Measurement for Financial Assets and Liabilities

 

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , which permits all entities to choose to measure eligible items at fair value at specified election dates.  A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Under the statement, the fair value option may be applied instrument by instrument, with only a few exceptions, but may only apply to entire instruments and not to portions of instruments. The fair value option is a one-time election for existing instruments and is irrevocable. The Company adopted SFAS No. 159 as of January 1, 2008. All assets and liabilities are evaluated for eligibility of the fair value option under the statement. Based on the analysis performed, the Company concluded that the fair value option provided by this statement is not elected for any of the existing instruments under its current asset and liability balances. The Company will constantly review the new asset and liability additions on an ongoing basis, and will elect fair value option pursuant to SFAS No. 159 for any new instruments that fall in line with the fair value accounting and reporting.

 

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Table of Contents

 

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , which provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP requires or allows assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstance. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an arm’s length transaction between market participants in the markets where we conduct business. SFAS No. 157 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency.

 

The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to SFAS No. 157:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for the position size.

 

Level 2 – Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 – Pricing inputs are inputs unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

 

The Company adopted SFAS No. 157 as of January 1, 2008. It used the following methods and assumptions in estimating our fair value disclosure for financial instruments. Financial assets and liabilities recorded at fair value on a recurring basis are listed as follows:

 

Securities available for sale – Investment in available-for-sale securities is recorded at fair value pursuant to SFAS 115, Accounting for Certain Investments in Debt and Equity Securities . Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds, and default rates. The securities available for sale include federal agency securities, mortgage-backed securities, collateralized mortgage obligations, municipal bonds and corporate debt securities. Our existing investment available-for-sale security holdings as of June 30, 2008 are measured using matrix pricing models in lieu of direct price quotes and recorded based on Level 2 measurement inputs.

 

Servicing assets and interest-only strips – Small Business Administration (“SBA”) loan servicing assets and interest-only strips represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Adjustments are only made when the discounted cash flows are less than the carrying value. The Company classifies SBA loan servicing assets and interest-only strips as recurring with Level 3 measurement inputs.

 

Servicing liabilities – SBA loan servicing liabilities represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Adjustments are only made when the discounted cash flows are less than the carrying value. The Company classifies SBA loan servicing liabilities as recurring with Level 3 measurement inputs.

 

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Table of Contents

 

Financial assets and liabilities recorded at fair value on a nonrecurring basis are listed as follows:

 

Impaired loans – A loan is considered to be impaired when it is probable that all of the principal and interest due under the original underwriting terms of the loan may not be collected. Impairment is measured based on the fair value of the underlying collateral. The fair value is determined through appraisals and other matrix pricing models, which required a significant degree of management judgment. The Company measures impairment on all nonaccrual loans, except automobile loans, for which it has established specific reserves as part of the specific allocated allowance component of the allowance for loan losses. The Company records impaired loans as nonrecurring with Level 3 measurement inputs.

 

The table below summarizes the valuation of our investments by the above SFAS No. 157 fair value hierarchy levels as of June 30, 2008:

 

Assets Measured at Fair Value
(dollars in thousands )

 

 

 

As of June 30, 2008

 

 

 

 

 

Fair Value Measurements Using:

 

 

 

Total Fair
Value

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant Unobservable
Inputs
(Level 3)

 

Available for sale securities

 

$

232,857

 

$

 

$

232,857

 

$

 

Servicing assets

 

5,039

 

 

 

5,039

 

Interest-only strips

 

702

 

 

 

702

 

Servicing liabilities

 

(349

)

 

 

(349

)

Impaired loans

 

23,391

 

 

 

23,391

 

 

F inancial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the quarter ended June 30, 2008 (dollars in thousands):

 

 

 

At March
 31, 2008

 

Net
Realized
Losses in
Net Income

 

Net Unrealized
Gains in Other
Comprehensive
Income

 

Net
Purchases 
Sales and
Settlements

 

Transfers
 In/out of
Level 3

 

At June
30, 2008

 

Net
Cumulative
Unrealized
Gains

 

Servicing assets

 

$

4,931

 

$

(211

)

$

 

$

319

 

$

 

$

5,039

 

$

 

Interest-only strips

 

727

 

(68

)

43

 

 

 

702

 

24

 

Servicing liabilities

 

(355

)

6

 

 

 

 

(349

)

 

 

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Table of Contents

 

F inancial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the six months ended June 30, 2008 (dollars in thousands):

 

 

 

At 
December
31, 2007

 

Net
Realized
Losses in
Net Income

 

Net Unrealized
Gains in Other
Comprehensive
Income

 

Net
Purchases
Sales and
Settlements

 

Transfers
 In/out of
Level 3

 

At June
30, 2008

 

Net
Cumulative
Unrealized
Gains

 

Servicing assets

 

$

4,950

 

$

(533

)

$

 

$

622

 

$

 

$

5,039

 

$

 

Interest-only strips

 

753

 

(118

)

67

 

 

 

702

 

226

 

Servicing liabilities

 

(379

)

30

 

 

 

 

(349

)

 

 

Note 4.   Bank Owned Life Insurance (BOLI) Obligation

 

FASB Emerging Issue Task Force (“EITF”) 06-4 requires an employer to recognize obligations associated with endorsement split-dollar life insurance arrangements that extend into the participant’s post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. EITF 06-4 is effective as of the beginning of the entity’s first fiscal year after December 15, 2007. We adopted EITF 06-4 on January 1, 2008 using the later option, i.e., based on the future death benefit. Upon this adoption, we recognized increases in the liability for unrecognized post-retirement obligations of $806,000 and $1,070,000 for directors and officers, respectively, as a cumulative adjustment to the current year’s beginning equity. During the first three months and six months of 2008, the increases in BOLI expense and liability related to the adoption of EITF 06-4 were $36,000 and $72,000, respectively, which were included as part of the other expense and other liabilities balances in the consolidated financial statements.

 

Note 5.   Shareholder’s Equity

 

Earnings per Share

 

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the entity. The following table provides the basic and diluted EPS computations for the periods indicated below (dollars in thousands, except per share data):

 

 

 

Three months ended  

June 30,

 

Six months ended  

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income - numerator for basic earnings per share and diluted earnings per share-income available to common stockholders

 

$

7,429

 

$

7,346

 

$

14,480

 

$

14,663

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share:

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

29,391,177

 

29,370,096

 

29,334,024

 

29,358,335

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Stock option dilution

 

23,497

 

291,950

 

58,597

 

283,024

 

Denominator for diluted earnings per share:

 

 

 

 

 

 

 

 

 

Adjusted weighted-average shares And assumed conversions

 

29,414,674

 

29,662,046

 

29,392,621

 

29,641,359

 

Basic earnings per share

 

$

0.25

 

$

0.25

 

$

0.49

 

$

0.50

 

Diluted earnings per share

 

$

0.25

 

$

0.25

 

$

0.49

 

$

0.50

 

 

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Table of Contents

 

Stock Repurchase Program

 

In July 2007, the Company’s Board of Directors authorized a stock repurchase program to repurchase up to $10 million of the Company’s common stock until July 31, 2008.  During first six months of 2008, there were no such repurchases. The approximate dollar value of shares that may yet be purchased under the program as of June 30, 2008 was $8.7 million.

 

Note 6.   Share-Based Compensation

 

On January 1, 2006, the Company adopted the SFAS No. 123R, using the prospective method. T he adoption of SFAS No. 123R resulted in incremental stock-based compensation expense of $512,000 and $91,000 for the three months ended June 30, 2008 and 2007, respectively. For the first half of 2008 and 2007, the incremental stock-based compensation expense was $568,000 and $209,000, respectively, and accordingly decreased the periodic income before income taxes by the respective amounts and their effects on basic or diluted earnings per share was negligible.

 

The Company has issued stock options to employees under share-based compensation plans.  Stock options are issued at the current market price on the date of grant.  The vesting period and contractual term are determined at the time of grant, but the contractual term may not exceed 10 years from the date of grant.  The grant date fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model.  The expected life (estimated period of time outstanding) of options was estimated using the simplified method. The expected volatility was based on historical volatility for a period equal to the stock option’s expected life.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

 

The Company has established the 2008 stock option plan (“2008 Plan”) that provides for the issuance of restricted stock and options to purchase up to 2,933,200 shares of its authorized but unissued common employees, directors, and consultants. Exercise prices for options may not be less than the fair market value at the date of grant. Compensation expense for awards is recorded over the vesting period. Under the 2008 Plan, there were options outstanding to purchase 1,001,000 shares of our common stock as of June 30, 2008.

 

During 1997, the Bank established the 1997 stock option plan (“1997 Plan”) that provided for the issuance of options to purchase up to 6,499,800 shares of its authorized but unissued common stock to managerial employees and directors.  The options granted under the 1997 Plan are exercisable into shares of the Company’s common stock.  Exercise prices may not be less than the fair market value at the date of grant.  This 1997 Plan completed its ten-year term and expired in May 2007.  In accordance with the terms of the 1997 Plan, options granted under the 1997 Plan will remain outstanding according to their respective terms, despite expiration of the 1997 Plan. Options granted through 2005 under this stock option plan expire not more than 10 years after the date of grant, but options granted after 2005 expire not more than 5 years after the date of grant.

 

A summary of activity for the Company’s stock options as of and for the six months ended June 30, 2008 is presented below:

 

 

 

Shares

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
term
(in years)

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2008

 

522,476

 

$

12.16

 

 

 

 

 

Granted

 

1,001,000

 

9.14

 

 

 

 

 

Exercised

 

(137,866

)

2.84

 

 

 

 

 

Forfeited

 

(79,200

)

17.75

 

 

 

 

 

Outstanding at June 30, 2008

 

1,306,410

 

10.49

 

6.94

 

$

204,501

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at June 30, 2008

 

407,650

 

11.36

 

6.43

 

$

204,501

 

 

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Table of Contents

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

 

 

Three Months Ended

 

Six  Months Ended

 

 

 

June  30,

 

June  30,

 

 

 

200 8

 

200 7

 

2008

 

200 7

 

Expected life (1)

 

4.0 - 6.0 years

 

 

4.0 - 6.0 years

 

 

Expected volatility (2)

 

26.4 - 33.9%

 

 

26.4 - 33.9%

 

 

Expected dividend yield

 

2.2%

 

 

2.2%

 

 

Risk-free interest rate (3)

 

3.4%

 

 

3.4%

 

 

 


(1) The expected life (estimated period of time outstanding) of stock options granted was estimated using the simplified method.

(2)  The expected volatility was based on historical volatility for a period equal to the stock option’s expected life.

(3)  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

 

During the three and the six months ended June 30, 2008 and 2007, information related to stock options is presented as follows:

 

 

 

Three Months Ended

 

Six  Months Ended

 

 

 

June  30,

 

June  30,

 

 

 

200 8

 

200 7

 

200 8

 

200 7

 

 

 

 

 

 

 

 

 

 

 

Total intrinsic value of options exercised

 

$

 

$

28,649

 

$

618,443

 

$

3,100,522

 

Total fair value of options vested

 

488,670

 

125,393

 

542,786

 

197,444

 

Weighted average fair value of options granted during the period

 

2.28

 

 

2.28

 

 

 

As of June 30, 2008, total unrecognized compensation cost related to stock options amounted to $1,625,966 which is expected to be recognized over a weighted average period of 2.19 years.

 

A summary of the status and changes of the Company’s nonvested shares related to the Company’s stock plans as of and during the six months ended June 30, 2008 is presented below:

 

 

 

Shares

 

Weighted Average
Grant date
Fair value

 

Nonvested at January 1, 2008

 

164,540

 

$

4.15

 

Granted

 

1,001,000

 

2.28

 

Vested

 

(233,720

)

2.32

 

Forfeited on unvested shares

 

(33,060

)

5.29

 

Nonvested at June 30, 2008

 

898,760

 

2.50

 

 

Note 7 .   Business Segment Information

 

The following disclosure about segments of the Company is made in accordance with the requirements of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information .  The Company segregates its operations into three primary segments:  banking operations, trade finance services (“TFS”) and Small Business Administration lending services.  The Company determines the operating results of each segment based on an internal management system that allocates certain expenses to each segment.

 

Banking Operations - The Company provides lending products, including commercial, consumer and real estate loans to its customers.

 

Trade Finance Services - The trade finance department allows the Company’s import/export customers to handle their international transactions.  Trade finance products include, among others, the issuance and collection of letters of credit, international collection, and import/export financing.

 

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Table of Contents

 

Small Business Administration Lending Services - The SBA department mainly provides customers with access to the U.S. SBA guaranteed lending program.

 

The following are the results of operations of the Company’s segments for the periods indicated below:

 

 

 

Three Months Ended June 30, 200 8

 

Three Months Ended June 30, 200 7

 

(dollars in thousands)

 

Banking

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

Business Segment

 

Operations

 

TFS

 

SBA

 

Total

 

Operations

 

TFS

 

SBA

 

Total

 

Net interest income

 

$

16,708

 

$

517

 

$

3,108

 

$

20,333

 

$

15,652

 

$

750

 

$

4,514

 

$

20,916

 

Less provision (recapture) for credit losses

 

1,630

 

(1,733

1,503

 

1,400

 

2,579

 

1,670

 

251

 

4,500

 

Non-interest income

 

3,921

 

267

 

1,419

 

5,607

 

3,477

 

369

 

2,465

 

6,311

 

Net revenue

 

18,999

 

2,517

 

3,024

 

24,540

 

16,550

 

(551

)

6,728

 

22,727

 

Non-interest expenses

 

11,496

 

249

 

809

 

12,554

 

9,163

 

237

 

1,206

 

10,606

 

Income before taxes

 

$

7,503

 

$

2,268

 

$

2,215

 

$

11,986

 

$

7,387

 

$

(788

)

$

5,522

 

$

12,121

 

Business segment assets

 

$

2,160,678

 

$

45,680

 

$

152,954

 

$

2,359,312

 

$

1,829,901

 

$

51,084

 

$

158,531

 

$

2,039,516

 

 

 

 

Six Months Ended June 30, 200 8

 

Six Months Ended June 30, 200 7

 

(dollars in thousands)

 

Banking

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

Business Segment

 

Operations

 

TFS

 

SBA

 

Total

 

Operations

 

TFS

 

SBA

 

Total

 

Net interest income

 

$

32,609

 

$

1,137

 

$

6,331

 

$

40,077

 

$

29,764

 

$

1,702

 

$

8,423

 

$

39,889

 

Less provision (recapture) for credit losses

 

580

 

(1,287

3,507

 

2,800

 

4,129

 

1,586

 

415

 

6,130

 

Non-interest income

 

7,449

 

541

 

2,770

 

10,760

 

6,518

 

712

 

4,292

 

11,522

 

Net revenue

 

39,478

 

2,965

 

5,594

 

48,037

 

32,153

 

828

 

12,300

 

45,281

 

Non-interest expenses

 

22,392

 

508

 

1,877

 

24,777

 

18,305

 

473

 

2,331

 

21,109

 

Income before taxes

 

$

17,086

 

$

2,457

 

$

3,717

 

$

23,260

 

$

13,848

 

$

355

 

$

9,969

 

$

24,172

 

Business segment assets

 

$

2,160,678

 

$

45,680

 

$

152,954

 

$

2,359,312

 

$

1,829,901

 

$

51,084

 

$

158,531

 

$

2,039,516

 

 

Note 8 .   Commitments and Contingencies

 

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.  These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.  Our exposure to credit loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to customers.  We evaluate each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty.  Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment and income-producing properties.  Commitments at June 30, 2008 are summarized as follows (dollars in thousands):

 

Commitments to extend credit

 

$

182,918

 

Standby letters of credit

 

$

9,543

 

Commercial letters of credit

 

$

11,922

 

 

In the normal course of business, we are involved in various legal claims.  We have reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the outcome of the claims.  We do not believe the final disposition of all such claims will have a material adverse effect on our financial position or results of operations.

 

12


 


Table of Contents

 

Note 9 .   Recent Accounting Pronouncements

 

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.  This new statement revises SFAS No. 141, which was issued June 2001. SFAS No. 141R changes multiple aspects of the accounting for business combinations. Under the guidance in SFAS No. 141R, the acquisition method must be used, which requires the acquirer to recognize most identifiable assets acquired, liabilities assumed and non-controlling interests in the acquiree at their full fair value on the acquisition date. Goodwill is to be recognized as the excess of the consideration transferred plus the fair value of the non-controlling interest over the fair values of the identifiable net assets acquired. Subsequent changes in the fair value of contingent consideration classified as a liability are to be recognized in earnings, while contingent consideration classified as equity is not to be remeasured. Costs such as transaction costs are to be excluded from acquisition accounting, generally leading to recognizing expense and additionally, restructuring costs that do not meet certain criteria at the acquisition date are to be subsequently recognized as post-acquisition costs. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently assessing the impact that the adoption of SFAS No. 141R will have on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , which amends Accounting Research Bulletin (“ARB”) No. 51, Consolidated Financial Statements . SFAS No. 160 requires a non-controlling interest or minority interest to be reported by all entities in the same way, which is as equity in the consolidated financial statements. It also requires income attributable to the non-controlling interest to be disclosed on the face of the consolidated statement of income. Furthermore, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those years. Early adoption is prohibited. The provisions of SFAS No. 160 should be applied prospectively, except for presentation and disclosure requirements. The presentation and disclosure requirements should be applied retrospectively for all periods presented. We are currently assessing the impact that the adoption of SFAS No. 160 will have on our consolidated financial statements.

 

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, which delays the effective date of SFAS No. 157, for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The delay is intended to allow the FASB and constituents additional time to consider the effect of various implementation issues that have arise, or that may arise, from the application of SFAS No. 157. This FSP applies to various nonfinancial assets and liabilities, including goodwill and nonfinancial long-lived assets, and it defers the effective date of SFAS No. 157 to such nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. We are currently assessing the impact that the adoption of FSP No. 157-2 will have on our consolidated financial statements.

 

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.  This new statement has the same scope as SFAS No. 133. Accordingly, it applies to all entities. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors a better and clearer understanding of the derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. We are currently assessing the impact that the adoption of SFAS No. 161 will have on our consolidated financial statements.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“GAAP”).  This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”, which is currently under SEC review. We are currently assessing the impact that the adoption of SFAS No. 162 will have on our consolidated financial statements.

 

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Table of Contents

 

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, which interprets and clarifies provisions of SFAS No. 60, Accounting and Reporting by Insurance Enterprises. This statement reduces diversity and conflicts, but increases comparability and disclosure in financial reporting of financial guarantee insurance contracts by insurance enterprises. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years, except for some disclosures about the insurance enterprise’s risk-management activities. The disclosures about the risk-management activities are to be effective for the first period (including interim periods) beginning after issuance of this statement. Except for those disclosures, early adoption is not permitted. We are currently assessing the impact that the adoption of SFAS No. 163 will have on our consolidated financial statements.

 

In June 2008, the FASB issued FSP No. EITF (The Emerging Issues Task Force) 03-6-1, Determining Whether Instruments Granted in Shared-Based Payment Transactions Are Participating Securities, which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of SFAS No. 128, Earnings per Share. FSP No. EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented are adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. Early adoption is not permitted. We are currently assessing the impact that the adoption of FSP No. EITF 03-6-1 will have on our consolidated financial statements.

 

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Table of Contents

 

Item 2.                                                            Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This discussion presents management’s analysis of our results of operations and financial condition as of and for the three and six months ended June 30, 2008 and 2007, respectively, and includes the statistical disclosures required by the Securities and Exchange Commission Guide 3 (“Statistical Disclosure by Bank Holding Companies”).  The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

 

Statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations, intentions, beliefs, or strategies regarding the future.  Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” and “outlook,” and similar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them.  Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document.  All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.  It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed under the section entitled “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 200 7, including the following:

 

·                   If a significant number of customers fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.

 

·                   Increases in our allowance for loan losses could materially affect our earnings adversely.

 

·                   Banking organizations are subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

 

·                   The profitability of Wilshire Bancorp will be dependent on the profitability of the Bank.

 

·                   Wilshire Bancorp relies heavily on the payment of dividends from the Bank.

 

·                   The holders of recently issued debentures have rights that are senior to those of our common shareholders.

 

·                   Adverse changes in domestic or global economic conditions, especially in California, could have a material adverse effect on our business, growth, and profitability.

 

·                   Recently negative development in the financial industry and U.S. and global credit markets may affect our operations and results.

 

·                   Our operations may require us to raise additional capital in the future, but that capital may not be available or may not be on terms acceptable to us when it is needed.

 

·                   The short-term and long-term impact of the new Basel II capital standards and the forthcoming new capital rules to be proposed for non-Basel II U.S. banks is uncertain.

 

·                   Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.

 

·                   Significant reliance on loans secured by real estate may increase our vulnerability to downturns in the California real estate market and other variables impacting the value of real estate.

 

·                   If we fail to retain our key employees, our growth and profitability could be adversely affected.

 

·                   We may be unable to manage future growth.

 

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·                   Unexpected litigation or unexpected outcomes of pending litigation matters may negatively affect our results of operations, financial condition or reputation.

 

·                   We could be liable for breaches of security in our online banking services.  Fear of security breaches could limit the growth of our online services.

 

·                   Our directors and executive officers beneficially own a significant portion of our outstanding common stock.

 

·                   The market for our common stock is limited, and potentially subject to volatile changes in price.

 

·                   We face substantial competition in our primary market area.

 

·                   Anti-takeover provisions of our charter documents may have the effect of delaying or preventing changes in control or management.

 

·                   We are subject to significant government regulation and legislation that increase the cost of doing business and inhibits our ability to compete.

 

·                   We could be negatively impacted by downturns in the South Korean economy.

 

·                   Additional shares of our common stock issued in the future could have a dilutive effect.

 

·                   Shares of our preferred stock issued in the future could have dilutive and other effects.

 

These factors and the risk factors referred to in our Annual Report on Form 10-K for the year ended December 31, 2007 could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements.  Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for us to predict which will arise.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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Table of Contents

 

Selected Financial Data

 

The following table presents selected historical financial information (unaudited) as of and for the three and six months ended June 30, 2008 and 2007.  In the opinion of our management, the information presented reflects all adjustments considered necessary for a fair presentation of the results of such periods.  The operating results for the interim periods are not necessarily indicative of our future operating results.

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

(Dollars in thousands, except per share data)

 

 

 

200 8

 

200 7

 

2008

 

200 7

 

Net income

 

$

7,429

 

$

7,346

 

$

14,480

 

$

14,663

 

Net income per share, basic

 

0.25

 

0.25

 

0.49

 

0.50

 

Net income per share, diluted

 

0.25

 

0.25

 

0.49

 

0.50

 

Net interest income before provision for loan losses and off-balance sheet commitments

 

20,333

 

20,916

 

40,077

 

39,889

 

 

 

 

 

 

 

 

 

 

 

Average balances:

 

 

 

 

 

 

 

 

 

Assets

 

2,303,278

 

1,996,898

 

2,257,288

 

1,994,399

 

Cash and cash equivalents

 

75,677

 

106,708

 

75,939

 

141,122

 

Investment debt securities

 

228,806

 

188,184

 

225,665

 

187,378

 

Net loans

 

1,911,835

 

1,621,006

 

1,870,362

 

1,586,403

 

Total deposits

 

1,726,147

 

1,724,088

 

1,715,484

 

1,727,604

 

Shareholders’ equity

 

181,645

 

161,855

 

178,488

 

158,496

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

Annualized return on average assets

 

1.29

%

1.47

%

1.28

%

1.47

%

Annualized return on average equity

 

16.36

%

18.15

%

16.22

%

18.50

%

Net interest margin

 

3.78

%

4.52

%

3.81

%

4.31

%

Efficiency Ratio

 

48.39

%

38.95

%

48.74

%

41.06

%

Capital Ratios:

 

 

 

 

 

 

 

 

 

Tier 1 capital to adjusted total assets

 

10.21

%

10.28

%

 

 

 

 

Tier 1 capital to risk-weighted assets

 

11.55

%

12.36

%

 

 

 

 

Total capital to risk-weighted assets

 

13.99

%

14.22

%

 

 

 

 

 

Period-end balances as of:

 

June 30, 200 8

 

December 31, 2007

 

June 30, 200 7

 

 

 

Total assets

 

$

2,359,312

 

$

2,196,705

 

$

2,039,516

 

 

 

Investment securities

 

233,226

 

231,640

 

206,706

 

 

 

Total loans, net of unearned income

 

1,986,601

 

1,809,050

 

1,673,044

 

 

 

Total deposits

 

1,739,289

 

1,763,071

 

1,765,925

 

 

 

Junior s ubordinated debentures

 

87,321

 

87,321

 

61,547

 

 

 

FHLB borrowings

 

320,000

 

150,000

 

20,000

 

 

 

Shareholders’ equity

 

181,686

 

171,786

 

162,587

 

 

 

Asset Quality Ratios:

 

 

 

 

 

 

 

 

 

Net charge-offs (recoveries) to average total loans for the quarter

 

0.01

%

0.23

%

0.11

%

 

 

Non-performing loans to total loans

 

0.83

%

0.59

%

0.50

%

 

 

Non-performing assets to total loans and other real estate owned

 

0.85

%

0.60

%

0.51

%

 

 

Allowance for loan losses to total loans

 

1.18

%

1.19

%

1.16

%

 

 

Allowance for loan losses to non-performing loans

 

142.64

%

203.55

%

230.33

%

 

 

 

Wilshire Bancorp, Inc. succeeded to the business and operations of Wilshire State Bank upon consummation of the reorganization of the Bank into a holding company structure, effective as of August 25, 2004.  Prior to the completion of the reorganization, the Bank was subject to the information, reporting and proxy statement requirements of the Exchange Act pursuant to the regulations of its primary regulator, the Federal Deposit Insurance Corporation, or FDIC.  Accordingly, the Bank filed annual and quarterly reports, proxy statements and other information with the FDIC.  Pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended, or Exchange Act, the Company has succeeded to the reporting obligations of the Bank and the reporting obligations of the Bank to the FDIC have terminated.  Filings by the Company under the Exchange Act, like this Form 10-Q, are to be made with the Securities and Exchange Commission, or SEC.  Note that while we refer generally to the “Company” throughout this filing, all references to the Company prior to August 25, 2004, except where otherwise indicated, are to the Bank.

 

We operate community banks doing a general commercial banking business, with our primary market encompassing the multi-ethnic population of the Los Angeles metropolitan area.  Our full-service offices are located primarily in areas where a majority of the businesses are owned by Korean-speaking immigrants, and many of the remaining businesses that we serve are owned by Hispanic and other minority groups.

 

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We have also expanded and diversified our business with the focus on our commercial and consumer lending divisions.  Over the past several years, our network of branches and loan production offices has been expanded geographically.  We currently maintain 20 full-service branch banking offices in Southern California, Texas, New Jersey, and New York, and 7 separate loan production offices in Aurora, Colorado (the Denver area); Atlanta, Georgia; Palisades Park, New Jersey; Dallas, Texas; Houston, Texas; Annandale, Virginia, and Seattle, Washington.

 

In July 2007, the Company implemented a stock repurchase program whereby the Company may repurchase up to an aggregate of $10 million worth of shares of its common stock from time to time until July 31, 2008.  Thus far, 127,425 shares have been repurchased under this program amounting to $1.3 million. We believe this program represents an efficient way to manage capital as well as affirming our optimism for the long term value of the Company for shareholders.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements.  Actual results may differ from these estimates under different assumptions or conditions.

 

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. We have particularly identified several accounting policies that, due to judgments, estimates and assumptions inherent in those policies are critical to an understanding of our consolidated financial statements. These policies relate to the classification and valuation of investment securities, the methodologies that determine our allowance for loan losses, the treatment of non-accrual loans, the valuation of retained interests and servicing assets related to the sales of SBA loans, and the accounting for income tax provisions and the uncertainty in income taxes. In each area, we have identified the variables most important in the estimation process. We have used the best information available to make the estimates necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuation and impact net income.

 

Our significant accounting policies are described in greater detail in our 200 7 Annual Report on Form 10-K in the “Critical Accounting Policies” section of “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and in Note 1 to the Consolidated Financial Statements (“Summary of Significant Accounting Policies”) of this report, which are essential to understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. There has been no material modification to these policies during the quarter ended June 30, 2008.

 

Results of Operations

 

Net Interest Income and Net Interest Margin

 

Our primary source of revenue is net interest income, which is the difference between interest and fees derived from earning assets and interest paid on liabilities obtained to fund those assets.  Our net interest income is affected by changes in the level and mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes.  Our net interest income is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes.  Interest rates charged on our loans are affected principally by the demand for such loans, the supply of money available for lending purposes and competitive factors.  Those factors are, in turn, affected by general economic conditions and other factors beyond our control, such as federal economic policies, the general supply of money in the economy, legislative tax policies, governmental budgetary matters and the actions of the Federal Reserve Board (“FRB”).

 

Average interest-earning assets increased 16.08% to $2.15 billion in the second quarter of 2008, as compared with $1.85 billion in the same quarter of 2007, and average net loans increased 17.94% to $1.91 billion in the second quarter of 2008, as compared with $1.62 billion in the same quarter of 2007.  Our average interest-bearing deposits slightly increased 0.88% to $1.42 billion in the second quarter of 2008, as compared with $1.41 billion in the same quarter of 2007. FHLB advances and other borrowings have significantly increased $260.3 million to $281.8 million in the second quarter of 2008 from $21.5 million in the same quarter of last year (see “Financial Condition-Deposits and Other Sources of Funds” below), and average balance on our junior subordinated debentures has increased $25.8 million to $87.3 million in the second quarter of 2008 from $61.5 million in the second quarter of 2007. As a result, total interest bearing liabilities increased 20.01% to $1.79 billion in the second quarter of 2008, as compared with $1.49 billion in the second quarter of 2007.

 

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The recent federal funds rate reductions of 75 and 25 basis points on March 18, 2008 and April 30, 2008, respectively, have decreased our earning-asset yields as well as our cost of funds. Our earning-asset yields have decreased slightly less when compared to our cost of funds.  The average yields on our interest-earning assets decreased to 6.82% for the second quarter of 2008 from 8.53% for the second quarter of the prior year. Consistent with the decrease in average yields on interest-earning assets, the cost of funds for average yields on interest-earning liabilities also decreased to 3.65% for the second quarter of 2008 from 4.99% for the prior year’s same quarter. Hence, although interest income decreased 7.19% to $36.7 million for the second quarter of 2008, as compared with $39.5 million for the prior year’s same period, our net interest income has only decreased 2.79% to 20.3 million for the second quarter of 2008, as compared with $20.9 million for the same quarter a year ago. The smaller magnitude in the decrease in net interest income compared to gross interest income was because interest expense has decreased at a much higher rate of  12.14% to $16.3 million for the second quarter of 2008, as compared with $18.6 million for the same quarter a year ago.

 

 Consistent with the $0.6 million decrease of net interest income in the second quarter of 2008, as compared with the same quarter a year ago, our net interest spread and margin were both lowered. The decrease was due primarily to the stiff deposit competition among financial institutions and the combined 100 basis point federal funds rate cuts in March and April 2008. Our net interest spread and net interest margin have deteriorated in the second quarter of 2008 to 3.17% and 3.78%, respectively, lowered from 3.55% and 4.52%, in the same quarter a year ago. When compared to the prior quarter, net interest spread slightly increased by 7 basis points while net interest margin was further squeezed by 5 basis points from 3.10% and 3.83%, respectively. The difference was due primarily to the fact that our average interest-earning asset balance was higher than the average interest-bearing liability balance.

 

For the first six months of 2008, average interest-earning assets and average net loans increased to $2.11 billion and $1.87 billion, respectively, as compared with $1.85 billion and $1.59 billion for the prior year’s same period.  For the first six months of 2008, average interest-bearing liabilities also increased to $1.75 billion from $1.50 billion, while the average interest-bearing deposit portfolio remained fairly unchanged at $1.41 billion from the same period a year ago.  The average yields on interest-earning assets decreased by 124 basis points to 7.09% for the first six months of 2008 from 8.33% for the prior year’s same period, while our cost of funds decreased 103 basis points to 3.95% for the first six months of 2008 from 4.98% for the prior year’s same period.  The combination of our business growth and interest rate increases resulted in a slight increase in our net interest income of $0.2 million, or 0.47%, to $40.1 million in the first six months of 2008 as compared with $39.9 million for the prior year’s same period.

 

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The following table sets forth, for the periods indicated, our average balances of assets, liabilities and shareholders’ equity, in addition to the major components of net interest income and net interest margin (all yields were calculated without the consideration of tax effects, if any):

 

Distribution, Yield and Rate Analysis of Net Interest Income

 

 

 

For the Quarter Ended June 30,

 

 

 

200 8

 

2007

 

 

 

(dollars in thousands)

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans(1)

 

$

1,911,836

 

$

33,978

 

7.11

%

$

1,621,006

 

$

36,584

 

9.03

%

Securities of U.S. government agencies

 

213,961

 

2,467

 

4.61

%

162,663

 

2,034

 

5.00

%

Other investment securities

 

14,845

 

171

 

4.60

%

25,521

 

308

 

4.83

%

Interest on federal fund sold

 

8,546

 

49

 

2.27

%

42,225

 

578

 

5.48

%

Total interest-earning assets

 

2,149,188

 

36,665

 

6.82

%

1,851,415

 

39,504

 

8.53

%

Cash and due from banks

 

67,131

 

 

 

 

 

64,483

 

 

 

 

 

Other assets

 

86,959

 

 

 

 

 

81,000

 

 

 

 

 

Total assets

 

$

2,303,278

 

 

 

 

 

$

1,996,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

393,182

 

$

2,998

 

3.05

%

$

421,205

 

$

4,722

 

4.48

%

Super NOW deposits

 

22,533

 

76

 

1.35

%

22,119

 

66

 

1.20

%

Savings deposits

 

35,995

 

299

 

3.32

%

29,039

 

165

 

2.28

%

Time certificates of deposit in denominations of $100,000 or more

 

795,081

 

7,720

 

3.88

%

783,100

 

10,391

 

5.31

%

Other time deposits

 

173,783

 

1,771

 

4.08

%

152,789

 

1,899

 

4.97

%

FHLB advances and other borrowings

 

281,846

 

2,356

 

3.34

%

21,540

 

204

 

3.79

%

Junior subordinated debenture

 

87,321

 

1,112

 

5.09

%

61,547

 

1,141

 

7.42

%

Total interest-bearing liabilities

 

1,789,741

 

16,332

 

3.65

%

1,491,339

 

18,588

 

4.99

%

Non-interest-bearing deposits

 

305,573

 

 

 

 

 

315,837

 

 

 

 

 

Total deposits and other borrowings

 

2,095,314

 

 

 

 

 

1,807,176

 

 

 

 

 

Other liabilities

 

26,319

 

 

 

 

 

27,867

 

 

 

 

 

Shareholders’ equity

 

181,645

 

 

 

 

 

161,855

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,303,278

 

 

 

 

 

$

1,996,898

 

 

 

 

 

Net interest income

 

 

 

$

20,333

 

 

 

 

 

$

20,916

 

 

 

Net interest spread( 2)

 

 

 

 

 

3.17

%

 

 

 

 

3.55

%

Net interest margin( 3)

 

 

 

 

 

3.78

%

 

 

 

 

4.52

%

 


(1)  Net loan fees have been included in the calculation of interest income.  Loan fees were approximately $1,187,000 and $1,925,000 for the quarters ended June 30, 2008 and 2007, respectively.  Net loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include those loans placed on non-accrual status.

(2)  Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(3)  Represents net interest income as a percentage of average interest-earning assets.

 

20



Table of Contents

 

Distribution, Yield and Rate Analysis of Net Interest Income

 

 

 

For the Six Months Ended June 30,

 

 

 

200 8

 

2007

 

 

 

(dollars in thousands)

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized 
Average 
Rate/Yield

 

Average 
Balance

 

Interest 
Income/ 
Expense

 

Annualized 
Average 
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans(1)

 

$

1,870,362

 

$

69,296

 

7.41

%

$

1,586,403

 

$

70,485

 

8.89

%

Securities of U.S. government agencies

 

209,137

 

4,845

 

4.63

%

161,868

 

3,967

 

4.90

%

Other investment securities

 

16,528

 

377

 

4.56

%

25,510

 

614

 

4.81

%

Interest on federal fund sold

 

9,199

 

129

 

2.81

%

77,638

 

2,087

 

5.38

%

Total interest-earning assets

 

2,105,226

 

74,647

 

7.09

%

1,851,419

 

77,153

 

8.33

%

Cash and due from banks

 

66,741

 

 

 

 

 

63,484

 

 

 

 

 

Other assets

 

85,321

 

 

 

 

 

79,496

 

 

 

 

 

Total assets

 

$

2,257,288

 

 

 

 

 

$

1,994,399

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

394,888

 

$

6,723

 

3.40

%

$

413,608

 

$

9,320

 

4.51

%

Super NOW deposits

 

22,527

 

155

 

1.38

%

21,541

 

125

 

1.16

%

Savings deposits

 

34,306

 

548

 

3.19

%

29,154

 

306

 

2.10

%

Time certificates of deposit in denominations of $100,000 or more

 

791,855

 

16,519

 

4.17

%

794,060

 

21,008

 

5.29

%

Other time deposits

 

168,888

 

3,657

 

4.33

%

155,596

 

3,846

 

4.94

%

FHLB advances and other borrowings

 

249,720

 

4,399

 

3.52

%

20,783

 

386

 

3.71

%

Junior subordinated debenture

 

87,321

 

2,569

 

5.88

%

61,547

 

2,273

 

7.39

%

Total interest-bearing liabilities

 

1,749,505

 

34,570

 

3.95

%

1,496,289

 

37,264

 

4.98

%

Non-interest-bearing deposits

 

303,019

 

 

 

 

 

313,645

 

 

 

 

 

Total deposits and other borrowings

 

2,052,524

 

 

 

 

 

1,809,934

 

 

 

 

 

Other liabilities

 

26,276

 

 

 

 

 

25,969

 

 

 

 

 

Shareholders’ equity

 

178,488

 

 

 

 

 

158,496

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,257,288

 

 

 

 

 

$

1,994,399

 

 

 

 

 

Net interest income

 

 

 

$

40,077

 

 

 

 

 

$

39,889

 

 

 

Net interest spread( 2)

 

 

 

 

 

3.14

%

 

 

 

 

3.35

%

Net interest margin( 3)

 

 

 

 

 

3.81

%

 

 

 

 

4.31

%

 


(1)  Net loan fees have been included in the calculation of interest income.  Loan fees were approximately $2,469,000 and $3,524,000 for the six months ended June 30, 2008 and 2007, respectively.  Net loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include those loans placed on non-accrual status.

(2)  Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(3)  Represents net interest income as a percentage of average interest-earning assets.

 

21



Table of Contents

 

The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for interest-earning assets and interest-bearing liabilities , respectively, and the amount of change attributable to changes in average daily balances (volume) or changes in average daily interest rates (rate).  All yields were calculated without the consideration of tax effects, if any, and the variances attributable to both the volume and rate changes have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the changes in each:

 

Rate/Volume Analysis of Net Interest Income
(dollars in thousands)

 

 

 

Three Months Ended June 30, 
200
8  vs. 200 7  
Increase (Decrease) Due to 
Change In

 

Six Months Ended June 30, 
2008 vs. 200
7  
Increase (Decrease) Due to 
Change In

 

 

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Total

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans(1)

 

$

5,925

 

(8,531

)

$

(2,606

)

$

11,530

 

$

(12,719

)

$

(1,189

)

Securities of U.S. government agencies

 

601

 

(168

)

433

 

1,105

 

(227

)

878

 

Other investment securities

 

(123

)

(14

)

(137

)

(206

)

(31

)

(237

)

Interest on federal fund sold

 

(305

)

(224

)

(529

)

(1,270

)

(688

)

(1,958

)

Total interest income

 

6,098

 

(8,937

)

(2,839

)

11,159

 

(13,665

)

(2,506

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

(297

)

$

(1,427

)

$

(1,724

)

$

(406

)

$

(2,191

)

$

(2,597

)

Super NOW deposits

 

1

 

9

 

10

 

6

 

24

 

30

 

Savings deposits

 

46

 

88

 

134

 

61

 

181

 

242

 

Time certificates of deposit in denominations of $100,000 or more

 

149

 

(2,820

)

(2,671

)

(65

)

(4,424

)

(4,489

)

Other time deposits

 

246

 

(374

)

(128

)

318

 

(507

)

(189

)

FHLB advances and other borrowings

 

2,179

 

(27

)

2,152

 

4,034

 

(21

)

4,013

 

Junior subordinated debenture

 

392

 

(421

)

(29

)

822

 

(526

)

296

 

Total interest expense

 

2,716

 

(4,972

)

(2,256

)

4,770

 

(7,464

)

(2,694

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net interest income

 

$

3,382

 

$

(3,965

)

$

(583

)

$

6,389

 

$

(6,201

)

$

188

 

 


(1)  Net loan fees have been included in the calculation of interest income.  Loan fees were approximately $1,187,000 and $1,925,000 for the quarters ended June 30, 2008 and 2007, respectively, and approximately $2,469,000 and $3,524,000 for the six months ended June 30, 2008 and 2007, respectively.  Net loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include those loans placed on non-accrual status.

 

P rovision for Loan Losses and Provision for Off-balance Sheet Losses

 

Due to the credit risk inherent in our lending business, we set aside allowances through charges to earnings.  Such charges are made not only for our outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credits or letters of credit.  The charges made for our outstanding loan portfolio were credited to allowance for loan losses, whereas charges for off-balance sheet items were credited to reserve for off-balance sheet items, which is presented as a component of other liabilities.

 

We recorded a provision for loan and off-balance sheet losses of $1.4 million in the second quarter of 2008 as compared to a provision of $4.5 million for the prior year’s same quarter.  The provision for loan and off-balance sheet losses in the first half of 2008 was $2.8 million, as compared to $6.1 million in the first half of 2007. The decrease in the provision for credit and off-balance sheet losses was in line with our enhanced lending policy and our strategy of improving loan quality (see “Financial Condition – Allowance for Loan and Off-Balance Sheet Losses” below for further discussion).  The $1.4 million provision in the second quarter of 2008 was net of a recovery of $256,000 provision for off-balance-sheet items, while the $4.5 million provision in the second quarter of 2007 included $579,000 provision to the reserve for off-balance-sheet items. The procedures for monitoring the adequacy of the allowance for loan and off-balance sheet losses, as well as detailed information concerning the allowance itself, are described in the section entitled “Allowance for Loan and Off-Balance Sheet Losses” below.

 

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Table of Contents

 

Non-interest Income

 

Total non-interest income decreased by 11.16% to $5.6 million in the second quarter of 200 8 as compared to $6.3 million for the same quarter a year ago. Non-interest income as a percentage of average assets decreased to 0.24% for the second quarter of 2008 from 0.32% for the prior year’s same period. For the first six months of 2008, total non-interest income decreased by 6.6% to $10.8 million as compared with $11.5 million in the same period of 2007, and such six-month non-interest income of 2008 and 2007 represent 0.48% and 0.58% of average assets, respectively. We currently earn non-interest income from various sources, including an income stream provided by BOLI in the form of an increase in cash surrender value.

 

The following table sets forth the various components of our non-interest income for the periods indicated:

 

Non-interest Income
(dollars in thousands)

 

 

 

200 8

 

200 7

 

For Three Months Ended June 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

3,043

 

54.3

%

$

2,505

 

39.7

%

Gain on sale of loans

 

918

 

16.4

%

2,334

 

37.0

%

Trade finance and loan servicing income

 

772

 

13.8

%

567

 

8.9

%

Income from other earning assets

 

392

 

7.0

%

275

 

4.4

%

Other income

 

482

 

8.5

%

630

 

10.0

%

Total

 

$

5,607

 

100.0

%

$

6,311

 

100.0

%

Average assets

 

$

2,303,278

 

 

 

$

1,996,898

 

 

 

Non-interest income as a % of average assets

 

 

 

0.24

%

 

 

0.32

%

 

 

 

200 8

 

200 7

 

For Six Months Ended June 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

5,791

 

53.8

%

$

4,792

 

41.6

%

Gain on sale of loans

 

1,782

 

16.6

%

4,144

 

36.0

%

Trade finance and loan servicing income

 

1,448

 

13.5

%

985

 

8.5

%

Income from other earning assets

 

710

 

6.6

%

552

 

4.8

%

Other income

 

1,029

 

9.5

%

1,049

 

9.1

%

Total

 

$

10,760

 

100.0

%

$

11,522

 

100.0

%

Average assets

 

$

2,257,288

 

 

 

$

1,994,399

 

 

 

Non-interest income as a % of average assets

 

 

 

0.48

%

 

 

0.58

%

 

Our largest source of non-interest income in the second quarter of 2008 was the service charge income on deposit accounts, representing approximately 54% of our total non-interest income. The service charge income increased to $3.0 million in the second quarter of 2008 and $5.8 million in the first half of 2008, as compared with $2.5 million and $4.8 million, respectively, for the prior year’s same periods. The increase of service charge income was mainly due to our increase of over 30% during February 2008 in the charges we apply to customers for “not sufficient funds” (NSF). We constantly review service charge rates and the managers’ authority to waive them to maximize service charge income while maintaining a competitive position.

 

Our second largest source of non-interest income for the second quarter of 2008 was the gain on the sale of loans, representing approximately 17% of the total non-interest income. It has substantially decreased to $0.9 million and $1.8 million in the second quarter and the first half of 2008 from $2.3 million and $4.1 million, respectively, for the prior year’s same periods.  This non-interest income is derived primarily from the sale of the guaranteed portion of SBA loans.  We sell the guaranteed portion of SBA loans in government securities secondary markets and retain servicing rights.  Because the weakened economy and ongoing credit crisis, our SBA loan production levels in 2008 decreased. The production of loans guaranteed under the SBA 7(a) program decreased to $21.7 million and $43.9 million, respectively, for the second quarter and the first half of 2008, as compared with $42.2 million and $81.0 million, respectively, for the prior year’s same periods, due to the industry trend favoring the SBA 504 program loans.  Such reduction of 7(a) guarantee loan production, coupled with the lowered sales premium on SBA loans, decreased the gain on sale of the guaranteed portions of SBA loans to $0.9 million and $1.8 million in the second quarter and the first half of 2008, as compared with $1.7 million and $3.4 million, respectively, for the prior year’s same periods.

 

23



Table of Contents

 

The third largest source of non-interest income was trade finance and loan servicing income.  This fee income consists of trade-financing fees and servicing fees on SBA loans sold.  With the expansion of our trade-financing activities and the growth of our servicing loan portfolio, this fee income has generally increased. In the second quarter of 2008, it increased to $772,000 as compared with $567,000 for the prior year’s same period.  Such increase was primarily attributable to $180,000 income increase related to the disposal of servicing assets and interest-only (“I/O”) strips between the current quarter and the same quarter a year ago.  For the first half of 2008, servicing income increased to $1,448,000 from $985,000 in the prior year’s same period. The servicing fee income on sold loans is credited when we collect the monthly payments on the sold loans we are servicing and charged by the monthly amortization of servicing rights and I/O strips that we originally capitalized upon sale of the related loans.  Such servicing rights and I/O strips are also charged against the loan service fee income account when the sold loans are paid off.  For the first half of 2008, $463,000 of servicing assets and I/O strips were charged back to this loan service fee income account by the early pay-offs as compared with $1,056,000 in the prior year’s same period.

 

Income from other earning assets mainly represents dividend income on FHLB stock ownership and increases in the cash surrender value of BOLI.  For the second quarter and first six months of 2008 , the balance increased to $392,000 and $710,000, respectively, as compared with $275,000 and $552,000, respectively in the prior year’s same periods. These increases were primarily attributable to $109,000 and $141,000 increases in FHLB stock dividend income in the second quarter and first six months of 2008, respectively, which were due to $6.3 million increase in FHLB stock corresponding to our increase in FHLB borrowings.

 

Other non-interest income represents income from miscellaneous sources, such as checkbook sales income, gain on sales of investment securities, excess of insurance proceeds over carrying value of an insured loss, and generally increases as our business activities grow.  For the second quarter and the first half of 2008, this miscellaneous income amounted to $482,000 and $1,029,000, respectively, as compared with $630,000 and $1,049,000 in the prior year’s same periods.

 

Non-interest Expense

 

Total noninterest expense increased to $ 12.6 million and $24.8 million in the second quarter and the first half of 2008, respectively, from $10.6 million and $21.1 million, respectively, in the same periods of 2007. These increases were attributable mainly to the expanded personnel and premises associated with our business growth, including the increase in expenses associated with the integration of our new offices opened in the third and fourth quarters of 2007. However, due to continuing efforts to minimize operating expenses during our expansion, we were able to maintain non-interest expenses as a percentage of average assets at the low level of 0.55% and 1.10% in the second quarter and first half of 2008, respectively, as compared with 0.53% and 1.06% in the prior year’s same periods.  Our efficiency ratio was 48.4% and 48.7% in the second quarter and the first half of 2008, respectively, compared to 39.0% and 41.1% in the same periods a year ago. The increase was mainly due to the salaries and employee benefits associated with our branch expansion.

 

24



Table of Contents

 

The following table sets forth a summary of non-interest expenses for the periods indicated:

 

Non-interest Expense s
(dollars in thousands)

 

 

 

200 8

 

200 7

 

For the Quarter Ended June 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Salaries and employee benefits

 

$

7,655

 

61.0

%

$

5,703

 

53.7

%

Occupancy and equipment

 

1,492

 

11.9

%

1,300

 

12.3

%

Data processing

 

771

 

6.2

%

745

 

7.0

%

Professional fees

 

454

 

3.6

%

264

 

2.5

%

Directors’ fees

 

105

 

0.8

%

134

 

1.3

%

Office supplies

 

104

 

0.8

%

147

 

1.4

%

Advertising

 

174

 

1.4

%

251

 

2.4

%

Communications

 

100

 

0.8

%

120

 

1.1

%

Deposit insurance premium

 

299

 

2.4

%

322

 

3.0

%

Outsourced service for customer

 

392

 

3.1

%

447

 

4.2

%

Investor relation expenses

 

102

 

0.8

%

103

 

1.0

%

Amortization of investments in affordable housing partnerships

 

17 5

 

1.4

%

1 22

 

1.2

%

Amortization of other intangible assets

 

74

 

0.6

%

74

 

0.7

%

Othe r operating

 

657

 

5.2

%

874

 

8.2

%

Total

 

$

12,554

 

100.0

%

$

10,606

 

100.0

%

Average assets

 

$

2,303,278

 

 

 

$

1,996,898

 

 

 

Non-interest expenses as a % of average assets

 

 

 

0.55

%

 

 

0.53

%

 

 

 

200 8

 

200 7

 

For the Six Months Ended June 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Salaries and employee benefits

 

$

14,631

 

59.0

%

$

11,401

 

54.0

%

Occupancy and equipment

 

2,917

 

11.8

%

2,570

 

12.2

%

Data processing

 

1,536

 

6.2

%

1,510

 

7.2

%

Professional fees

 

954

 

3.9

%

579

 

2.7

%

Directors’ fees

 

201

 

0.8

%

274

 

1.3

%

Office supplies

 

321

 

1.3

%

320

 

1.5

%

Advertising

 

352

 

1.4

%

398

 

1.9

%

Communications

 

223

 

0.9

%

235

 

1.1

%

Deposit insurance premium

 

629

 

2.6

%

372

 

1.8

%

Outsourced service for customer

 

841

 

3.4

%

823

 

3.9

%

Investor relation expenses

 

181

 

0.7

%

184

 

0.9

%

Amortization of investments in affordable housing partnerships

 

349

 

1.4

%

235

 

1.1

%

Amortization of other intangible assets

 

148

 

0.6

%

148

 

0.7

%

Othe r operating

 

1,494

 

6.0

%

2,060

 

9.7

%

Total

 

$

24,777

 

100.0

%

$

21,109

 

100.0

%

Average assets

 

2 , 257,288

 

 

 

$

1,994,399

 

 

 

Non-interest expenses as a % of average assets

 

 

 

1.10

%

 

 

1.06

%

 

Salaries and employee benefits historically represent more than half of total non-interest expense and generally increase as our branch network and business volume expand. As a result of our opening new branches in the second half of 2007, these expenses increased to $ 7.7 million and $14.6 million in the second quarter and the first half of 2008, respectively, as compared with $5.7 million and $11.4 million for the prior year’s same periods.  Such increases were the result of overall compensation increases caused by stiff competition for qualified bankers in our niche market in addition to additional staffing necessitated by our new office openings and business growth in the past 12 months.  The number of full-time equivalent employees increased to 364 as of June 30, 2008, as compared with 352 as of June 30, 2007, Nonetheless, our asset growth helped us improve our assets per employee ratio to $6.5 million at June 30, 2008 from $5.8 million at June 30, 2007.

 

Occupancy and equipment expenses increased to $ 1.5 million and $2.9 million in the second quarter and first half of 2008, respectively, as compared with $1.3 million and $2.6 million for the same periods a year ago.  The increase was primarily attributable to the additional office space and lease expenses for our two additional branch offices in New Jersey and California.

 

25



Table of Contents

 

Data processing expenses and office supplies together represent about 7% of total noninterest expenses in the second quarter and first half of 2008. These expenses were at $ 875,000 in the second quarter of 2008, slightly decreased from $892,000 in the same quarter a year ago. The expenses were at $1,857,000 for the first half of 2008, which remained fairly unchanged from $1,830,000 in the first half of 2007.  Such slight changes in these two expense categories compared to the extent of our business growth correspond to our effort of cutting back on overhead expenses to enhance profitability.

 

Professional fees generally increase as we grow. They increased to $454,000 and $954,000, respectively, in the second quarter and the first half of 200 8, as compared with $264,000 and $579,000, respectively, for the prior year’s same periods. The $190,000 increase between the current quarter and the same quarter a year ago was mainly attributable to the $199,000 increase in fees related to state tax credit consultation, system intrusion tests, and various other accounting and auditing services. The $375,000 increase from the first half of 2007 to the first half of 2008 was mainly attributable to the $201,000 increase in accounting fee related to state tax credit consultation, system intrusion test, and various other accounting and auditing services, and the $170,000 increase in legal fees related to loan collection, property foreclosure and repossession, and various other legal consultations.

 

Outsourced service costs for customers are payments made to third parties who provide services that were traditionally provided by the Bank’s customers, such as armored car services or bookkeeping services, and are recouped from their deposit balances maintained with us. Due mainly to the increase in service activities and the increase in depositors demanding such services, our outsourced service costs increased. Nonetheless, with our successful cost control measures, these expenses decreased to $392,000 in the second quarter of 2008, as compared to $447,000 in the same quarter a year ago. For the first half of 2008, the expenses were $841,000, which stayed fairly close to $823,000 for the same period in prior year.

 

Deposit insurance premium expenses represent The Financing Corporation (“FICO”) and FDIC insurance premium assessments. In the second quarter and first half of 2008, these expenses totaled $299,000 and $629,000, respectively, as compared with $322,000 and $372,000 for the prior year’s same periods. The sharp difference of $257,000 between the first six months’ balances of 2008 and 2007 was primarily attributable to the new $251,000 FDIC risk insurance premium assessment. Prior to second quarter of 2007, only FICO premium of $50,000 was assessed.

 

Other non-interest expenses, such as director’s fees, office supplies, advertising, communications, and other miscellaneous expenses, were $1.4 million and $2.9 million for the second quarter 2008 and the first half of 2008, respectively, as compared with $1.7 million and $3.5 million for the same periods in 2007.

 

Provision for Income Taxes

 

For the quarter ended June 30, 2008, we made a provision for income taxes of $ 4.6 million on pretax net income of $12.0 million, representing an effective tax rate of 38.0%, as compared with a provision for income taxes of $4.8 million on pretax net income of $12.1 million, representing an effective tax rate of 39.4% for the same quarter in 2007. For the first half of 2008, we made a provision for income taxes of $8.8 million on pretax net income of $23.3 million, representing an effective tax rate of 37.8%, as compared with a provision for income taxes of $9.5 million on pretax net income of $24.2 million, representing an effective tax rate of 39.3%, for the same period of 2007.

 

The effective tax rates in the second quarter and the first half of 200 8 were lower than those for the prior year’s same periods, due mainly to an increase in Low Income Housing Tax Credit Funds.  Our lower effective tax rates compared to statutory rates were mainly due to state tax benefits derived from doing business in an Enterprise Zone and our ownership of BOLI and Low Income Housing Tax Credit Funds.

 

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Table of Contents

 

Financial Condition

 

Investment Portfolio

 

Investments are one of our major sources of interest income and are acquired in accordance with a written comprehensive investment policy addressing strategies, types and levels of allowable investments.  Management of our investment portfolio is set in accordance with strategies developed and overseen by our Asset/Liability Committee.  Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on our asset/liability funding needs and interest rate risk management objectives.  Our liquidity levels take into consideration anticipated future cash flows and all available sources of credits and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs.

 

Cash Equivalents and Interest-bearing Deposits in other Financial Institutions

 

We buy or sell federal funds and high quality money market instruments, and maintain deposits in interest-bearing accounts in other financial institutions to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested.

 

Investment Securities

 

Management of our investment securities portfolio focuses on providing an adequate level of liquidity and establishing an interest rate-sensitive position, while earning an adequate level of investment income without taking undue risk.  As of June 30, 2008, our investment portfolio is primarily comprised of United States government agency securities, accounting for 94% of our entire investment portfolio.  Our U.S. government agency securities holdings are all “prime/conforming” mortgage backed securities, or MBS’s, and collateralized mortgage obligations, or CMO’s, guaranteed by FNMA, FHLMC, or GNMA. Currently, there are no subprime mortgages in our investment portfolio.  Besides the U.S. government agency securities, we also have a 3% investment in corporate debt and 3% in municipal debt securities. Among all of our corporate and municipal debt securities, the majority are “Triple A” rated, and all are considered investment grade.  We adopted SFAS No. 157 and SFAS No. 159 effective January 1, 2008. Pursuant to the fair value elective option of SFAS No. 159, we have chosen to continue classifying our existing instruments of investment securities as “held-to-maturity” or “available-for-sale” under SFAS No. 115. Investment securities that we intend to hold until maturity are classified as held-to-maturity securities, and all other investment securities are classified as available-for-sale.  The carrying values of available-for-sale investment securities are adjusted for unrealized gains or losses as a valuation allowance and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. The fair market values of our held-to-maturity and available-for-sale securities were respectively $0.4 million and $232.9 million as of June 30, 2008.  See Note 3 for adoption of SFAS No. 159 and SFAS No. 157 and the fair value measurement input disclosure for SFAS No. 157.

 

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Table of Contents

 

The following table summarizes the book value, market value and distribution of our investment securities as of the dates indicated:

 

Investment Securities Portfolio

(dollars in thousands)

 

 

 

As of June 30, 2008

 

As of December 31, 2007

 

 

 

Amortized 
Cost

 

Market 
Value

 

Unrealized 
Gain (Loss)

 

Amortized 
Cost

 

Market 
Value

 

Unrealized 
Gain (Loss)

 

Held to Maturity :

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

 

$

7,000

 

$

7,001

 

$

1

 

Collateralized mortgage obligation.

 

149

 

135

 

(14

)

164

 

151

 

(13

)

Municipal securities

 

220

 

220

 

 

220

 

220

 

 

Total held to maturity securities

 

$

369

 

$

355

 

$

(14

)

$

7,384

 

$

7,372

 

$

(12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

45,984

 

$

45,840

 

$

(144

)

$

64,932

 

$

65,175

 

$

243

 

Mortgage backed securities

 

109,347

 

108,438

 

(909

)

60,470

 

60,557

 

87

 

Collateralized mortgage obligation

 

64,228

 

64,257

 

29

 

73,416

 

73,286

 

(130

)

Corporate securities

 

7,064

 

7,121

 

57

 

17,390

 

17,484

 

94

 

Municipal securities

 

7,325

 

7,201

 

(124

)

7,725

 

7,754

 

29

 

Total available for sale securities

 

$

233,948

 

$

232,857

 

$

(1,091

)

$

223,933

 

$

224,256

 

$

323

 

 

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Table of Contents

 

The following table summarizes the maturity and repricing schedule of our investment securities at their carrying values and their weighted average yields (without the consideration of tax effects, if any) at June 30, 200 8:

 

Investment Maturities and Repricing Schedule
(dollars in thousands )

 

 

 

Within 
One Year

 

After 
One But 
Within 
Five 
Years

 

After 
Five But 
Within 
Ten 
Years

 

After 
Ten 
Years

 

Total

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

 

$

149

 

$

 

$

 

$

149

 

Municipal securities

 

220

 

 

 

 

220

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

2,019

 

30,056

 

13,765

 

 

45,840

 

Mortgage backed securities

 

10,033

 

1,147

 

176

 

97,082

 

108,438

 

Collateralized mortgage obligation

 

4,086

 

60,171

 

 

 

64,257

 

Corporate securities

 

 

7,121

 

 

 

7,121

 

Municipal securities

 

 

 

4,531

 

2,670

 

7,201

 

Total investment Securities

 

$

16,358

 

$

98,644

 

$

18,472

 

$

99,752

 

$

233,226

 

 

Our investment securities holdings increased by $ 1.6 million, or 0.7%, to $233.2 million at June 30, 2008, compared to holdings of $231.6 million at December 31, 2007.  Total investment securities as a percentage of total assets were 9.9% and 10.5% at June 30, 2008 and December 31, 2007, respectively.  As of June 30, 2008, investment securities with a carrying value of $213.1 million were pledged to secure certain deposits.

 

As of June 30, 200 8, due to substantial decreases in short-term interest rates during the first quarter of 2008, our held-to-maturity securities, which are carried at their amortized costs, were mostly called by the issuers. The investment balance decreased to $0.4 million from $7.4 million at December 31, 2007. In contrast, available-for-sale securities, which are stated at their fair market values, increased to $232.9 million at June 30, 2008 from $224.3 million at December 31, 2007.

 

The following table shows our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 200 8 and December 31, 2007:

 

As of June 30, 2008

 

(dollars in thousands)

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross 
Unrealized 
Losses

 

Fair Value

 

Gross 
Unrealized 
Losses

 

Fair Value

 

Gross 
Unrealized 
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

22,745

 

$

(297

)

$

 

$

 

$

22,745

 

$

(297

)

Collateralized mortgage obligation

 

15,301

 

(242

)

3,123

 

(103

)

18,424

 

(345

)

Mortgage backed securities

 

82,005

 

(1,082

)

540

 

(7

)

82,545

 

(1,089

)

Corporate securities

 

 

 

1,979

 

(21

)

1,979

 

(21

)

Municipal securities

 

5,712

 

(158

)

 

 

5,712

 

(158

)

 

 

$

125,763

 

$

(1,779

)

$

5,642

 

$

(131

)

$

131,405

 

$

(1,910

)

 

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Table of Contents

 

As of December  31, 200 7

 

(dollars in thousands)

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross 
Unrealized 
Losses

 

Fair 
Value

 

Gross 
Unrealized 
Losses

 

Fair Value

 

Gross 
Unrealized 
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

4,993

 

$

(7

)

$

4,993

 

$

(7

)

Collateralized mortgage obligation

 

1,749

 

(11

)

9,266

 

(436

)

11,015

 

(447

)

Mortgage backed securities

 

37,967

 

(36

)

2,545

 

(27

)

40,512

 

(63

)

Corporate securities

 

4,972

 

(1

)

1,983

 

(16

)

6,955

 

(17

)

Municipal securities

 

1,392

 

(13

)

2,347

 

(2

)

3,739

 

(15

)

 

 

$

46,080

 

$

(61

)

$

21,134

 

$

(488

)

$

67,214

 

$

(549

)

 

As of June 30, 200 8, the total unrealized losses less than 12 months old were $1.8 million, and total unrealized losses more than 12 months old were $131,000.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $125.8 million at June 30, 2008, and those with unrealized losses more than 12 months old were $5.6 million.  As of December 31, 2007, the total unrealized losses less than 12 months old were $61,000 and total unrealized losses more than 12 months old were $488,000.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $46.1 million at December 31, 2007, and those with unrealized losses more than 12 months old were $67.2 million.

 

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, we consider, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

The Company does not believe that any individual unrealized loss as of June 30, 2008 and December 31, 2007 represents an other-than-temporary impairment.  The unrealized losses on our government sponsored enterprises (“GSE”) bonds, collateralized mortgage obligations (“CMOs”), and mortgage-backed securities (“MBS”) are attributable to both changes in interest rates and a repricing of risk in the market.  All GSE bonds, GSE CMO, and GSE MBS securities are backed by U.S. Government Sponsored and Federal Agencies and therefore rated “AAA.”  The Company has no exposure to the “Subprime Market” in the form of Asset Backed Securities (“ABS”) and Collateralized Debt Obligations (“CDOs”) that had previously been rated “AAA” but has since been downgraded to below investment grade.  The Company has the intent and ability to hold the securities in an unrealized loss position at June 30, 2008 and December 31, 2007 until the market value recovers or the securities mature.

 

Municipal bonds and corporate bonds are evaluated by reviewing the credit-worthiness of the issuer and general market conditions.  The unrealized losses on our investment in municipal and corporate securities were primarily attributable to both changes in interest rates and a repricing of risk in the market.  The Company has the intent and ability to hold the securities in an unrealized loss position at June 30, 2008 and December 31, 2007 until the market value recovers or the securities mature. Accordingly, as of June 30, 200 8, we believe the impairments detailed in the table above were temporary, and no impairment loss has been realized in our consolidated statements of operations.

 

Loan Portfolio

 

All loans are carried at face amount, less principal repayment collected, net of deferred loan fees, and the allowance for loan losses. Interest on loans is accrued daily on a simple interest basis. Total loans net of unearned loans and allowance for loan losses increased $175.6 million, or 9.8%, to $1.96 billion at June 30, 2008, as compared with $1.79 billion at December 31, 2007.  Total loans net of unearned income as a percentage of total assets as of June 30, 2008 and December 31, 2007 were 83.2% and 82.4%, respectively.

 

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Table of Contents

 

The following table sets forth the amount of total loans outstanding and the percentage distributions in each category, as of the dates indicated:

 

Distribution of Loans and Percentage Composition of Loan Portfolio

 

 

 

Amount Outstanding

 

 

 

(dollars in thousands)

 

 

 

June 30, 2008

 

December 31, 2007

 

Construction

 

$

50,562

 

$

59,443

 

Real estate secured

 

1,537,992

 

1,386,622

 

Commercial and industrial

 

377,895

 

335,332

 

Consumer

 

25,314

 

33,569

 

Total loans( 1)

 

1,991,763

 

1,814,966

 

Unearned Income

 

(5,163

)

(5,917

)

Gross loans, net of unearned income

 

1,986,600

 

1,809,049

 

Allowance for loan losses

 

(23,494

)

(21,579

)

Net loans

 

$

1,963,106

 

$

1,787,470

 

 

 

 

 

 

 

Percentage breakdown of gross loans:

 

 

 

 

 

Construction

 

2.5%

 

3.3

%

Real estate secured

 

77.3%

 

76.4

%

Commercial and industrial

 

18.9%

 

18.4

%

Consumer

 

1.3%

 

1.9

%

Total loans

 

100.0%

 

100.0

%

 


(1)  Includes loans held for sale, at the lower of cost or market, of $8.4 million and $7.9 million at June 30, 2008 and December 31, 2007, respectively.

 

Real estate secured loans consist primarily of commercial real estate loans and are extended to finance the purchase or improvement of commercial real estate or businesses thereon.  The properties may be either user owned or held for investment purposes.  Loans secured by real estate totaled $ 1.54 billion and $1.39 billion as of June 30, 2008 and December 31, 2007, respectively.  The real estate secured loans as a percentage of total loans were 77.3% and 76.4% at June 30, 2008 and December 31, 2007, respectively.  Home mortgage loans represent a small fraction of our total real estate secured loan portfolio. Total home mortgage loans outstanding were only $39.1 million at June 30, 2008 and $38.0 million at December 31, 2007. Due to the higher risk exposure of those residential mortgage loans compared to other classes of loans in our loan portfolio, we limited ourselves from originating such loans starting 2007.

 

Commercial and industrial loans include revolving lines of credit as well as term business loans.  Commercial and industrial loans at June 30, 2008 increased to $377.9 million, as compared with $335.3 million at December 31, 2007.  Commercial and industrial loans as a percentage of total loans were 18.9% at June 30, 2008, increasing from 18.4% at December 31, 2007.

 

Consumer loans have historically represented less than 5% of our total loan portfolio.  The majority of consumer loans are concentrated in automobile loans, which we provide as a service only to existing customers. As consumer loans present a higher risk potential compared to our other loan products, especially given current economic conditions, we have reduced our effort in consumer lending since 2007. Hence, as of June 30, 2008, our volume of consumer loans was down $8.3 million from the prior year end. As of June 30, 2008, the balance of consumer loans was $25.3 million, or 1.3% of total loans, as compared to $33.6 million, or 1.9% of total loans as of December 31, 2007.  Nonetheless, consumer loans as a percentage of total loans have always been minimal.

 

Construction loans generally have represented 5% or less of our total loan portfolio and are extended as a temporary financing vehicle only.  Construction loans decreased to $50.6 million, or 2.5% of total loans, at the end of the second quarter of 2008, as compared with $59.4 million, or 3.3% of total loans at the end of 2007.  The $8.9 million decrease in loan production in the first half of 2008 was primarily a result of our stricter loan underwriting policy.

 

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Table of Contents

 

Our loan terms vary according to loan type. Commercial term loans have typical maturities of three to five years and are extended to finance the purchase of business entities, business equipment, leasehold improvements or to provide permanent working capital.  We generally limit real estate loan maturities to five to eight years.  Lines of credit, in general, are extended on an annual basis to businesses that need temporary working capital and/or import/export financing.  We generally seek diversification in our loan portfolio, and our borrowers are diverse as to industry, location, and their current and target markets.

 

The following table shows the contractual maturity distribution and repricing intervals of the outstanding loans in our portfolio, as of June 30, 2008.  In addition, the table shows the distribution of such loans between those with variable or floating interest rates and those with fixed or predetermined interest rates.  The table excludes the gross amount of non-accrual loans of $25.4 million:

 

Loan Maturities and Repricing Schedule

 

 

 

At June 30, 200 8

 

 

 

Within 
One Year

 

After One 
But Within 
Five Years

 

After 
Five Years

 

Total

 

 

 

(dollars in thousands)

 

Construction

 

$

50,562

 

$

 

$

 

$

50,562

 

Real estate secured

 

929,773

 

486,647

 

104,606

 

1,521,026

 

Commercial and industrial

 

354,265

 

11,729

 

3,692

 

369,686

 

Consumer

 

16,688

 

8,361

 

 

25,049

 

Total loans, net of non-accrual loans

 

$

1,351,288

 

$

506,737

 

$

108,298

 

$

1,966,323

 

Loans with variable (floating) interest rates

 

$

1,256,373

 

$

20,319

 

$

401

 

$

1,277,093

 

Loans with predetermined (fixed) interest rates

 

$

94,915

 

$

486,418

 

$

107,897

 

$

689,230

 

 

The majority of the properties taken as collateral are located in Southern California.  The loans generated by our loan production offices, which are located outside of our main geographical market, are generally collateralized by properties in close proximity to those offices.

 

Non-performing Assets

 

Non-performing assets, or NPAs, consist of non-performing loans, or NPLs, restructured loans, and other NPAs.  NPLs are reported at their outstanding principal balances, net of any portion guaranteed by SBA, and consist of loans on non-accrual status and loans 90 days or more past due and still accruing interest. Restructured loans are loans of which the terms of repayment have been renegotiated, resulting in a reduction or deferral of interest or principal,  Other NPAs consist of properties, mainly other real estate owned (OREO) and repossessed vehicles, acquired by foreclosure or similar means that management intends to offer for sale.

 

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Table of Contents

 

The following table provides information with respect to the components of our non-performing assets as of the dates indicated (the figures in the table are net of the portion guaranteed by SBA, with the total amounts adjusted and reconciled for the SBA guarantee portion for the gross nonperforming assets):

 

Non - performing Assets
(dollars in thousands)

 

 

 

June 30,  200 8

 

December 31,  200 7

 

June 30,  200 7

 

Nonaccrual loans: (1)

 

 

 

 

 

 

 

Real estate secured

 

$

12,405

 

$

8,154

 

$

6,320

 

Commercial and industrial

 

3,797

 

1,986

 

789

 

Consumer

 

265

 

154

 

227

 

Total

 

16,467

 

10,294

 

7,336

 

Loans 90 days or more past due and still accruing:

 

 

 

 

 

 

 

Real estate secured

 

 

117

 

743

 

Commercial and industrial

 

4

 

4

 

334

 

Consumer

 

 

187

 

 

Total

 

4

 

308

 

1,077

 

Total nonperforming loans

 

16,471

 

10,602

 

8,413

 

Restructured loans (2), (3)

 

 

 

 

Repossessed vehicles

 

11

 

50

 

73

 

Other real estate owned

 

465

 

133

 

 

Total nonperforming assets , net of SBA guarantee

 

$

16,947

 

$

10,785

 

$

8,486

 

Guaranteed portion of nonperforming SBA loans

 

8,973

 

4,424

 

8,792

 

Total gross nonperforming assets

 

$

25,920

 

$

15,209

 

$

17,278

 

 

 

 

 

 

 

 

 

Nonperforming loans as a percentage of total loans

 

0.83

%

0.59

%

0.50

%

Nonperforming assets as a percentage of total loans and other nonperforming assets

 

0.85

%

0.60

%

0.51

%

Allowance for loan losses as a percentage of nonperforming loans

 

142.64

%

203.55

%

230.33

%

 


(1)  During the six months ended June 30, 200 8, no interest income related to these loans was included in interest income.  Additional interest income of approximately $1,730,000 would have been recorded during the six months ended June 30, 2008, if these loans had been paid in accordance with their original terms and had been outstanding throughout the quarter ended June 30, 2008 or, if not outstanding throughout the six months ended June 30, 2008, since origination.

(2)  A “restructured loan” is one the terms of which were renegotiated to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower.

(3)  During the six months ended June 30, 2008, no interest income related to these loans was included in interest income. Additional interest income would be negligible during the six months ended June 30, 2008, if these loans had been paid in accordance with its original term and had been outstanding throughout the six months ended June 30, 2008.

 

Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is adequately collateralized and in the process of collection.  The past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued.  Loans may be restructured by management when a borrower has experienced some changes in financial status, causing an inability to meet the original repayment terms, and where we believe the borrower will eventually overcome those circumstances and repay the loan in full.

 

Despite the fact that our loan portfolio continued to grow, our emphasis on asset quality control enabled us to maintain a relatively low level of NPLs as of June 30, 2008. However, the general economic condition of the United States as well as the local economies in which we do business have shown a severe downturn of the housing sector and the transition to below-trend GDP growth continued. The downward movement of the macro economic environment affected our borrowers’ strength and our NPLs, net of SBA guaranteed portion, increased to $16.5 million, or 0.83% of the total loans at the end of the second quarter of 2008, as compared with $10.6 million, or 0.59% of the total loans, at the end of 2007. The $5.9 million increase of NPLs was due to a $6.2 million net increase in non-accrual loans, offset by $0.3 million net decrease in delinquent loans.

 

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Table of Contents

 

Management also believes that the reserve provided for non-performing loans, together with the tangible collateral, were adequate as of June 30, 2008.  See “Allowance for Loan and Off-Balance Sheet Losses” below for further discussion.  Except the $16.9 million disclosed in the table above, as of June 30, 2008, management was not aware of any material credit problems of borrowers that would cause it to have serious doubts about the ability of a borrower to comply with the present loan payment terms.

 

Overall, total NPAs increased $6.1 million or 57.1%, to $16.9 million at June 30, 2008, as compared with $10.8 million at the prior year end. The NPAs were 99.7% higher when compared to $8.5 million at June 30, 2007.

 

A llowance for Loan and Off-Balance Sheet Losses

 

In anticipation of credit risk inherent in our lending business, we set aside allowances through charges to earnings.  Such charges were not only made for the outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credit or letters of credit.  Charges made for our outstanding loan portfolio were credited to the allowance for loan losses, whereas charges related to off-balance sheet items were credited to the reserve for off-balance sheet items, which is presented as a component of other liabilities.

 

The allowance for loan losses and allowance for off-balance sheet items are maintained at levels that are believed to be adequate by management to absorb estimated probable loan losses inherent in the loan portfolio. The adequacy of the allowances is determined through periodic evaluations of the loan portfolio and other pertinent factors, which are inherently subjective as the process calls for various significant estimates and assumptions. Among other factors, the estimates involve the amounts and timing of expected future cash flows and fair value of collateral on impaired loans, estimated losses on loans based on historical loss experience, various qualitative factors, and uncertainties in estimating losses and inherent risks in the various credit portfolios, which may be subject to substantial change.

 

On a quarterly basis, we utilize a classification migration model and individual loan review analysis as starting points for determining the adequacy of our allowance for loan losses. Our loss migration analysis tracks a certain number of quarters of loan loss history to determine historical losses by classification category for each loan type, except certain loans (automobile, mortgage and credit cards), which are analyzed as homogeneous loan pools. These calculated loss factors are then applied to outstanding loan balances.  Based on Company defined utilization rate of unused commitments and off-balance sheet exposures, such as letters of credit, we record a reserve for off-balance sheet losses.

 

The individual loan review analysis is the other part of the allowance allocation process, applying specific monitoring policies and procedures in analyzing the existing loan portfolios. Further allowance assignments are made based on general and specific economic conditions, as well as performance trends within specific portfolio segments and individual concentrations of credit.

 

We increased our allowance for loan losses to $ 23.5 million at June 30, 2008, representing an increase of 8.8%, or $1.9 million from $19.4 million at June 30, 2007. With the increase of our non-performing loans, our allowance requirements have increased and we have maintained the ratio of allowance for loan losses to total loans at 1.18%, slightly higher than 1.16% retained at the second quarter-end of 2007. Management believes that the current ratio of 1.18% is adequate for our loan portfolio.

 

Our allowance for losses on off-balance sheet items decreased $215,000 to $1.6 million at June 30, 2008, as compared to $1.8 million at June 30, 2007. The decrease was primarily related to a net recovery of $256,000 in the second quarter of 2008, as compared to $579,000 increase in provision in the second quarter of 2007.

 

In the second quarter and first half of 2008, both charge-offs and loan loss provision were lowered compared to the same periods of 2007.

 

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Table of Contents

 

The table below summarizes for the end of the periods indicated, the balance of allowance for loan losses and its percent of such loan balance for each type of loan:

 

 

 

Distribution and Percentage Composition of Allowance for Loan Losses 

 

 

 

(dollars in thousands)

 

 

 

June 30, 200 8

 

December 31, 200 7

 

Balance as of

 

Reserve 
Amount

 

Total 
Loans

 

(%)

 

Reserve 
Amount

 

Total 
Loans

 

(%)

 

Applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction loans

 

$

194

 

$

50,562

 

0.38

%

$

557

 

$

59,443

 

0.94

%

Real estate secured

 

9,633

 

1,534,628

 

0.63

%

13,445

 

1,386,622

 

0.97

%

Commercial and industrial

 

13,074

 

376,096

 

3.48

%

7,023

 

335,332

 

2.09

%

Consumer

 

593

 

25,314

 

2.34

%

554

 

33,569

 

1.65

%

Total Allowance

 

$

23,494

 

$

1,986,600

 

1.18

%

$

21,579

 

$

1,814,966

 

1.19

%

 

The table below summarizes for the periods indicated, loan balances at the end of each period, the daily averages during the period, changes in the allowance for loan losses arising from loans charged off, recoveries on loans previously charged off, additions to the allowance and certain ratios related to the allowance for loan losses:

 

Allowance for Loan and Off-Balance Sheet Losses
(dollars in thousands)

 

 

 

Three  m onths  e nded June 30,

 

Six  m onths  e nded June 30,

 

As of and for the period of

 

2008

 

2007

 

200 8

 

200 7

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

22,072

 

$

17,214

 

$

21,579

 

$

18,654

 

Actual charge-offs:

 

 

 

 

 

 

 

 

 

Real estate secured

 

40

 

 

43

 

163

 

Commercial and industrial

 

1,554

 

1,597

 

2,380

 

3,253

 

Consumer

 

294

 

191

 

605

 

1,118

 

Total charge-offs

 

1,888

 

1,788

 

3,028

 

4,534

 

Recoveries on loans previously charged off:

 

 

 

 

 

 

 

 

 

Real estate secured

 

 

 

1

 

 

Commercial and industrial

 

1,591

 

6

 

1,684

 

16

 

Consumer

 

63

 

25

 

91

 

66

 

Total recoveries

 

1,654

 

31

 

1,775

 

82

 

Net charge-offs (recoveries)

 

234

 

1,757

 

1,253

 

4,452

 

Provision for loan losses

 

1,656

 

3,921

 

3,168

 

5,176

 

Balances at end of period

 

$

23,494

 

$

19,378

 

$

23,494

 

$

19,378

 

Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for off-balance sheet losses:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

1,886

 

$

1,266

 

$

1,998

 

$

891

 

P rovision for losses in off-balance sheet items

 

(256

)

579

 

(368

)

954

 

Balances at end of period

 

$

1,630

 

$

1,845

 

$

1,630

 

$

1,845

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average total loans

 

0.01

%

0.11

%

0.07

%

0.28

%

Allowance for loan losses to total loans at period-end

 

1.18

%

1.16

%

1.18

%

1.16

%

Net loan charge-offs to allowance for loan losses

 

0.99

%

9.07

%

5.33

%

22.98

%

Net loan charge-offs to provision for loan losses

 

16.71

%

39.05

%

44.74

%

72.63

%

 

35



Table of Contents

 

Contractual Obligations

 

The following table represents our aggregate contractual obligations to make future payments (principal and interest) as of June 30, 2008:

 

(dollars in thousands)

 

One Year 
or Less

 

Over One Year
To Three Years

 

Over Three Years
To Five Years

 

Over Five 
Years

 

Total

 

FHLB borrowings

 

$

196,138

 

$

133,156

 

$

 

$

 

$

329,294

 

Junior subordinated debenture s

 

3,443

 

4,371

 

11,541

 

77,321

 

96,676

 

Operating leases

 

3,156

 

4,547

 

2,923

 

2,734

 

13,360

 

Time deposits

 

954,880

 

13,487

 

 

10

 

968,377

 

Total

 

$

1,157,617

 

$

155,561

 

$

14,464

 

$

80,064

 

$

1,407,707

 

 

Off-Balance Sheet Arrangements

 

During the ordinary course of business, we provide various forms of credit lines to meet the financing needs of our customers.  These commitments, which represent a credit risk to us, are not represented in any form on our balance sheets.

 

As of June 30, 200 8 and December 31, 2007, we had commitments to extend credit of $182.9 million and $284.9 million, respectively.  Obligations under standby letters of credit were $9.5 million and $10.0 million at June 30, 2008 and December 31, 2007, respectively, and our obligations under commercial letters of credit were $11.9 million and $10.8 million at such dates, respectively.

 

In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of counsel as to the outcome of the claims.  In our opinion, the final disposition of all such claims will not have a material adverse effect on our financial position and results of operations.

 

Deposits and Other Sources of Funds

 

Deposits

 

Deposits are our primary source of funds.  Total deposits at June 30, 200 8 and December 31, 2007 were $1.74 billion and $1.76 billion, respectively.

 

Total non-time deposits at June 30, 2008 decreased 4.7% to $792.0 million over the last six months from $831.5 million at December 31, 2007, while time deposits increased 1.7% to $947.3 million at June 30, 2008 from $931.6 million at December 31, 2007.

 

Consistent with our efforts to decrease interest expenses, we have permitted relatively expensive time deposits to expire.  The average rate paid on time deposits in denominations of $100,000 or more for the second quarter and the first half of 2008 decreased to 3.88% and 4.17%, respectively, from 5.31% and 5.29% in the same periods of the prior year.

 

The following tables summarize the distribution of average daily deposits and the average daily rates paid
for the quarters indicated:

 

Average Deposits

(dollars in thousands)

 

 

 

June  3 0 , 2008

 

December 31, 2007

 

June  3 0 ,   2007

 

For the quarters ended:

 

Average 
Balance

 

Average 
Rate

 

Average 
Balance

 

Average 
Rate

 

Average 
Balance

 

Average 
Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, non-interest-bearing

 

$

305,573

 

 

 

$

310,502

 

 

 

$

315,837

 

 

 

Money market

 

393,182

 

3.05

%

478,153

 

4.43

%

421,205

 

4.48

%

Super NOW

 

22,533

 

1.35

%

24,613

 

1.65

%

22,119

 

1.20

%

Savings

 

35,995

 

3.32

%

31,144

 

2.80

%

29,038

 

2.28

%

Time certificates of deposit in denominations of $100,000 or more

 

795,081

 

3.88

%

738,769

 

5.00

%

783,100

 

5.31

%

Other time deposits

 

173,783

 

4.08

%

133,567

 

4.65

%

152,789

 

4.97

%

Total deposits

 

$

1,726,147

 

2.98

%

$

1,716,748

 

3.82

%

$

1,724,088

 

4.00

%

 

36


 


Table of Contents

 

The scheduled maturities of our time deposits in denominations of $100,000 or greater at June 30, 200 8 were as follows:

 

Maturities of Time Deposits of $100,000 or More, at June 30, 200 8

(dollars in thousands)

 

Three months or less

 

$

487,499

 

Over three months through six months

 

176,860

 

Over six months through twelve months

 

97,217

 

Over twelve months

 

11,600

 

Total

 

$

773,176

 

 

A number of clients carry deposit balances of more than 1% of our total deposits, but the California State Treasury was the only depositor which had a deposit balance of more than 5% of total deposits at June 30, 200 8 and December 31, 2007.

 

We accept brokered deposits on a selective basis at reasonable interest rates to augment deposit growth.  In the first half of 2008, the ongoing credit crisis and stiff competition for customer deposits among banks within the markets where we do business has driven up interest rates of various deposit products. Hence, brokered deposits have been lower in cost compared to other time deposits. We have increased these deposits to $ 119.3 million at June 30, 2008 from $62.6 million at December 31, 2007 in order to limit our reliance on high interest rate time deposits.

 

FHLB Borrowings

 

Although deposits are the primary source of funds for our lending and investment activities and for general business purposes, we may obtain advances from the FHLB as an alternative to retail deposit funds.  We have historically utilized borrowings from the FHLB in order to take advantage of their flexibility and comparatively low cost.  Due to the ongoing credit crisis and stiff competition for customer deposits among banks, we have increased FHLB borrowing as an alternative to fund our growing loan portfolio. See “Liquidity Management” below for details relating to the FHLB borrowings program.

 

The following table is a summary of FHLB borrowings for the quarters indicated (dollars in thousands):

 

 

 

June 30 , 2008

 

December 31, 2007

 

Balance at quarter-end

 

$

320,000

 

$

150,000

 

Average balance during the quarter

 

$

280,440

 

$

46,890

 

Maximum amount outstanding at any month-end

 

$

320,000

 

$

155,000

 

Average interest rate during the quarter

 

3.35

%

4.24

%

Average interest rate at quarter-end

 

3.28

%

4.22

%

 

Asset/Liability Management

 

We seek to ascertain optimum and stable utilization of available assets and liabilities as a vehicle to attain our overall business plans and objectives.  In this regard, we focus on measurement and control of liquidity risk, interest rate risk and market risk, capital adequacy, operation risk and credit risk.  See further discussion on these risks in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 200 7.  Information concerning interest rate risk management is set forth under “Item 3 - Quantitative and Qualitative Disclosures about Market Risk.”

 

Liquidity Management

 

Maintenance of adequate liquidity requires that sufficient resources be available at all times to meet our cash flow requirements.  Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of its customers and to take advantage of investment opportunities as they arise.  Liquidity management involves our ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost.  For this purpose, we maintain a portion of our funds in cash and cash equivalents, deposits in other financial institutions and loans and securities available for sale.  Our liquid assets at June 30, 200 8 and December 31, 2007 totaled approximately $310.7 million and $324.7 million, respectively.  Our liquidity levels measured as the percentage of liquid assets to total assets were 13.2% and 14.8% at June 30, 2008 and December 31, 2007, respectively.

 

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Table of Contents

 

As a secondary source of liquidity, we obtain advances from the FHLB to supplement our supply of lendable funds and to meet deposit withdrawal requirements.  Advances from the FHLB are typically secured by our mortgage loans and stock issued by the FHLB.  Advances are made pursuant to several different programs.  Each credit program has its own interest rate and range of maturities.  Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness.  We took advantage of the lower interest rate FHLB advances which allowed us to let expensive time deposit run off. However, while FHLB advances provide flexibility and low cost funds, those advances also constitute borrowings that do not qualify as core funds. Accordingly, we also closely monitor our usage of FHLB advances against our borrowing capacity.  As of June 30, 2008, our borrowing capacity from the FHLB was about $492.2 million and the outstanding balance was $320.0 million, or approximately 65.0% of our borrowing capacity.

 

Capital Resources and Capital Adequacy Requirements

 

Historically, our primary source of capital has been internally generated operating income through retained earnings.  In order to ensure adequate levels of capital, we conduct ongoing assessments of projected sources and uses of capital in conjunction with projected increases in assets and level of risks.  We have considered, and we will continue to consider, additional sources of capital as the need arises, whether through the issuance of additional equity, debt or hybrid securities.

 

We are subject to various regulatory capital requirements administered by federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that rely on quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  Failure to meet minimum capital requirements can trigger regulatory actions under the prompt corrective action rules that could have a material adverse effect on our financial condition and operations.  Prompt corrective action may include regulatory enforcement actions that restrict dividend payments, require the adoption of remedial measures to increase capital, terminate FDIC deposit insurance, and mandate the appointment of a conservator or receiver in severe cases.  In addition, failure to maintain a well-capitalized status may adversely affect the evaluation of regulatory applications for specific transactions and activities, including acquisitions, continuation and expansion of existing activities, and commencement of new activities, and could adversely affect our business relationships with our existing and prospective clients.  The aforementioned regulatory consequences for failing to maintain adequate ratios of Tier 1 and Tier 2 capital could have a material adverse effect on our financial condition and results of operations.  Our capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.  See Part I, Item 1 “Description of Business — Regulation and Supervision — Capital Adequacy Requirements” in our Annual Report on Form 10-K for the year ended December 31, 2007 for additional information regarding regulatory capital requirements.

 

As of June 30, 200 8, we were qualified as a “well capitalized institution” under the regulatory framework for prompt corrective action.  The following table presents the regulatory standards for well-capitalized institutions, compared to capital ratios as of the dates specified for the Company and the Bank:

 

 

 

Regulatory
Well-
Capitalized

 

Regulatory
Adequately-Capitalized

 

Actual ratios for the Company as of:

 

Wilshire Bancorp, Inc.

 

Standards

 

Standards

 

June 30 , 2008

 

December 31, 2007

 

June 30 , 2007

 

Total capital to risk-weighted assets

 

10

%

8

%

13.99

%

14.58

%

14.22

%

Tier I capital to risk-weighted assets

 

6

%

4

%

11.55

%

11.83

%

12.36

%

Tier I capital to adjusted average assets

 

5

%

4

%

10.21

%

10.36

%

10.28

%

 

 

 

Regulatory
Well-
Capitalized

 

Regulatory
Adequately-Capitalized

 

Actual ratios for the Bank as of:

 

Wilshire State Bank

 

Standards

 

Standards

 

June 30 , 2008

 

December 31, 2007

 

June 30 , 2007

 

Total capital to risk-weighted assets

 

10

%

8

%

13.26

%

13.59

%

14.26

%

Tier I capital to risk-weighted assets

 

6

%

4

%

11.53

%

11.80

%

12.41

%

Tier I capital to adjusted average assets

 

5

%

4

%

10.20

%

10.33

%

10.32

%

 

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Table of Contents

 

For the purposes of our regulatory capital ratio computation, the Junior Subordinated Debentures of $87.3 million, which consists of $10 million issued by the Bank and $77.3 million issued by the Company in connection with the issuance of $ 75 million trust preferred securities, were taken into consideration.  At December 31, 2007, the Company accounted for $57.1 million of such securities as Tier 1 capital and $27.9 million as Tier 2 capital.  With the improvement in loan quality and hence the improvement in risk-weighted assets, the portion qualified for Tier 1 capital increased to $60.7 million and the portion for Tier 2 decreased to $24.3 million at June 30, 2008. For the Bank level, only the $10 million debenture issued by the Bank in 2002 is treated as Tier 2 capital.

 

Item 3.                                                            Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is the risk of loss from adverse changes in market prices and rates.  Our market risk arises primarily from interest rate risk inherent in lending, investing and deposit taking activities.  We evaluate market risk pursuant to policies reviewed and approved annually by our Board of Directors.  The Board delegates responsibility for market risk management to the Asset & Liability Management Committee (“ALCO”), which reports monthly to the Board on activities related to market risk management.  As part of the management of our market risk, ALCO may direct changes in the mix of assets and liabilities.  To that end, we actively monitor and manage interest rate risk exposures.

 

Interest rate risk management involves development, analysis, implementation and monitoring of earnings to provide stable earnings and capital levels during periods of changing interest rates.  In the management of interest rate risk, we utilize monthly gap analysis and quarterly simulation modeling to determine the sensitivity of net interest income and economic value sensitivity of the balance sheet.  These techniques are complementary and are used together to provide a more accurate measurement of interest rate risk.

 

Gap analysis measures the repricing mismatches between assets and liabilities.  The interest rate sensitivity gap is determined by subtracting the amount of liabilities from the amount of assets that reprice in a particular time interval.  If repricing assets exceed repricing liabilities in any given time period, we would be deemed to be “asset-sensitive” for that period.  Conversely, if repricing liabilities exceed repricing assets in a given time period, we would be deemed to be “liability-sensitive” for that period.

 

The significant balance of non-interest-bearing deposits put s us in an overall asset-sensitive position and we strategically plan a significant three-month positive gap to meet any unanticipated funding needs by maintaining a large portion of funds obtained from non-interest-bearing deposits in overnight investments and other cash equivalents.  In general, based upon our mix of deposits, other borrowings, loans and investments, increases in interest rates would be expected to increase our net interest margin.  Decreases in interest rates would be expected to have the opposite effect.  However, we usually seek to maintain a balanced position over the period of one year to ensure net interest margin stability in times of volatile interest rates.  This is accomplished by maintaining a similar level of interest-earning assets and interest-paying liabilities available to be repriced within one year.  At June 30, 2008, our position appeared balanced for a one-year timeframe with a negligible sensitive cumulative gap (minus 14.0% of average interest-earning assets).

 

The change in net interest income may not always follow the general expectations of an “asset-sensitive” or a “liability-sensitive” balance sheet during periods of changing interest rates.  This possibility results from interest rates earned or paid changing by differing increments and at different time intervals for each type of interest-sensitive asset and liability.  The interest rate gaps reported in the tables arise when assets are funded with liabilities having different repricing intervals.  Since these gaps are actively managed and change daily as adjustments are made in interest rate views and market outlook, positions at the end of any period may not reflect our interest rate sensitivity in subsequent periods.  We attempt to balance longer-term economic views against prospects for short-term interest rate changes.

 

Although the interest rate sensitivity gap is a useful measurement and contributes to effective asset and liability management, it is difficult to predict the effect of changing interest rates based solely on that measure.  As a result, the ALCO also regularly uses simulation modeling as a tool to measure the sensitivity of earnings and net portfolio value, or NPV, to interest rate changes.  The NPV is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments.  The simulation model captures all assets, liabilities and off-balance sheet financial instruments and accounts for significant variables that are believed to be affected by interest rates.  These include prepayment speeds on loans, cash flows of loans and deposits, principal amortization, call options on securities, balance sheet growth assumptions and changes in rate relationships as various rate indices react differently to market rates.

 

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Table of Contents

 

Although the simulation measures the volatility of net interest income and net portfolio value under immediate increase or decrease of market interest rate scenarios in 100 basis point increments, our main concern is the negative effect of a reasonably-possible worst scenario.  The ALCO policy prescribes that for the worst possible rate -change scenario the possible reduction of net interest income and NPV should not exceed 20% of the base net interest income and 25% of the base NPV, respectively.

 

As our simulation measures indicate below, the net interest income increases (decreases) as market interest rates rise (fall), since we were in an overall asset-sensitive position with a 4.6% positive gap for the three-month timeframe and 16.9% cumulative positive gap for a whole portfolios.  The NPV increases (decreases) as interest income increases (decreases) since the change in cash flows has a greater impact on the change in the NPV than does the change in the discount rate.  However the extent of such changes was within the tolerance level prescribed by our ALCO policy due partly to the near-balanced cumulative gap for the one-year timeframe.

 

Management believes that the assumptions used to evaluate the vulnerability of our operations to changes in interest rates approximate actual experience and considers them reasonable; however, the interest rate sensitivity of our assets and liabilities and the estimated effects of changes in interest rates on our net interest income and NPV could vary substantially if different assumptions were used or actual experience differs from the historical experience on which they are based.

 

The following table sets forth the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities as of June 30, 200 8 using the interest rate sensitivity gap ratio.  For purposes of the following table, an asset or liability is considered rate-sensitive within a specified period when it can be repriced or matures within its contractual terms.  Actual payment patterns may differ from contractual payment patterns:

 

Interest Rate Sensitivity Analysis
(dollars in thousands)

 

 

 

At June 30, 200 8

 

 

 

Amounts Subject to Repricing Within

 

 

 

0-3 months

 

3-12 months

 

Over 1 to 5 years

 

After 5 years

 

Total

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

Gross loans( 1)

 

$

1,278,707

 

$

72,581

 

$

506,737

 

$

108,298

 

$

1,966,323

 

Investment securities

 

4,955

 

11,403

 

98,644

 

118,224

 

233,226

 

Federal funds sold and cash equivalentsagreement to resell

 

4

 

 

 

 

4

 

Interest-earning deposits

 

 

 

 

 

 

Total

 

$

1,283,666

 

$

83,984

 

$

605,381

 

$

226,522

 

$

2,199,553

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

38,266

 

$

 

$

 

$

 

38,266

 

Time deposits of $100,000 or more

 

487,499

 

274,077

 

11,600

 

 

773,176

 

Other time deposits

 

68,375

 

104,163

 

1,576

 

5

 

174,119

 

Other interest-bearing deposits

 

433,368

 

 

 

 

433,368

 

Federal funds purchased and Repos

 

5,000

 

 

 

 

5,000

 

FHLB borrowings

 

80,000

 

110,000

 

130,000

 

 

320,000

 

Junior Subordinated Debentures

 

71,857

 

 

15,464

 

 

87,321

 

Total

 

$

1,184,365

 

$

488,240

 

$

158,640

 

$

5

 

$

1,831,250

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate sensitivity gap

 

$

99,301

 

$

(404,256

)

$

446,741

 

$

226,517

 

$

368,303

 

Cumulative interest rate sensitivity gap

 

$

99,301

 

$

(304,955

)

$

141,786

 

$

368,303

 

 

 

Cumulative interest rate sensitivity gap ratio (based on average interest-earning assets)

 

4.55

%

-13.98

%

6.50

%

16.89

%

 

 

 


(1) Excludes the gross amount of non-accrual loans of approximately $ 25.4 million at June 30, 2008.

 

40



Table of Contents

 

The following table sets forth our estimated net interest income over a 12-month period and NPV based on the indicated changes in market interest rates as of June 30, 200 8.  All assets presented in this table are held-to-maturity or available-for-sale.  At June 30, 2008, we had no trading securities (dollars in thousand):

 

Change

 

Net Interest Income

 

 

 

 

 

 

 

(in Basis Points)

 

(next twelve months)

 

% Change

 

NPV

 

% Change

 

+

200

 

90,478

 

5.7

%

308,068

 

2.8

%

+

100

 

87,985

 

2.8

%

305,627

 

2.0

%

 

0

 

85,561

 

 

299,545

 

 

-

100

 

81,788

 

- 4.4

%

278,717

 

- 7.0

%

-

200

 

77,273

 

- 9.7

%

255,139

 

- 14.8

%

 

Our strategies in protecting both net interest income and economic value of equity from significant movements in interest rates involve restructuring our investment portfolio and using FHLB advances.  Although our policy also permit s us to purchase rate caps and floors and interest rate swaps, we are not currently engaged in any of these types of transactions.

 

Item 4.                                                            Controls and Procedures

 

As of June 30, 200 8, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, regarding the effectiveness of the design and operation of our “disclosure controls and procedures,” as defined under Exchange Act Rules 13a-15(e) and 15d-15(e).

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 200 8, such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance in achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 200 8 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

41



Table of Contents

 

Part II.   OTHER INFORMATION

 

Item 1.                            Legal Proceedings

 

In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the outcome of the claims. We do not believe the final disposition of all such claims will have a material adverse effect on our financial position or results of operations.

 

Item 1A.                   Risk Factors

 

There are no material changes to our risk factors as presented in the Company’s 2007 Form 10-K under the heading “Item 1A. Risk Factors.

 

Item 2.                            Unregistered Sales of Equity Securities and Use of Proceeds

 

In July 2007, the Company’s Board of Directors authorized a stock repurchase program to repurchase up to $10 million of the Company’s common stock until July 31, 2008.  During second quarter of 2008, no shares have been repurchased under this program in open-market transactions.  The total approximate dollar value of shares that may yet be purchased under the plan as of June 30, 2008 is shown below (dollars in thousands):

 

Issuer Purchases of Equity Securities

 

Period

 

(a)
Total number of
shares (or units)
 purchased

 

(b)
Average price paid
per share (or unit)

 

(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs

 

(d)
A pproximate dollar
value of shares (or
units) that may yet
be purchased under
the plans or
programs

 

April 1, 2008 – April 30, 2008

 

 

 

 

$

8,738

 

May 1, 2008 – May 31, 2008

 

 

 

 

$

8,738

 

June 1, 2008 – June 30, 2008

 

 

 

 

$

8,738

 

 

Item 3.                            Defaults Upon Senior Securities

 

None .

 

Item 4.                            Submission of Matters to a Vote of Security Holders

 

At our Annual Meeting of Shareholders held June 11, 2008, the following persons were elected as our Class I directors to serve three - year terms expiring at the 2011 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

 

·                   Steven Koh   ( 25,192,095 votes in favor; 1,272,045 votes withheld)

 

·                   Gapsu Kim ( 24,921,017 votes in favor; 1,543,173 votes withheld)

 

·                   Lawrence Jeon ( 25,684,028 votes in favor; 780,162 votes withheld)

 

·                   Fred Mautner ( 25,208,551 votes in favor; 1,255,639 votes withheld)

 

In addition to the foregoing, the terms of the following directors continued after the Annual Meeting:

 

Class II

 

·                   Mel Elliot

 

·                   Richard Lim

 

·                   Harry Siafaris

 

42



Table of Contents

 

Class III

 

·                   Joanne Kim

 

·                   Kyu-Hyun Kim

 

·                   Young Hi Pak

 

In addition to election of Class  I directors in the Annual Meeting, shareholders voted on two proposals:

 

-                  Approved ; Proposal to approve and adopt the Wilshire Bancorp Inc. 2008 Stock Incentive Plan (14,133,107 “For” votes, 6,942,328 “Against” votes, 145,868 “Abstain” votes)

 

-                  Disapproved ; To approve a shareholder proposal regarding the classification of our board of directors that may be presented at the annual meeting (9,114,701 “For” votes, 12,002,794 “Against” votes, 103,808 “Abstain” votes)

 

Item 5.                            Other Information

 

None.

 

43



Table of Contents

 

EXHIBITS

 

Exhibit Table

 

Reference
Number

 

Item

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

 

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

44



Table of Contents

 

SIGNATURES

 

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

 

 

WILSHIRE BANCORP, INC.

 

 

 

 

 

 

Date:  August 8, 2008

By: 

/s/ Alex Ko

 

 

Alex Ko

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

45


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