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
9
.
|
|
|
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
Registrants 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
o
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,
2009 was 29,413,757.
Table of Contents
Part I. FINANCIAL
INFORMATION
Item 1.
Financial Statements
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN
THOUSANDS)
|
|
June 30, 2009
|
|
December 31, 2008
|
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Cash
and due from banks
|
|
$
|
75,844
|
|
$
|
67,540
|
|
Federal
funds sold and other cash equivalents
|
|
145,077
|
|
30,001
|
|
Cash
and cash equivalents
|
|
220,921
|
|
97,541
|
|
|
|
|
|
|
|
Securities
available for sale, at fair value (amortized cost of $423,340 and $227,429 at
June 30, 2009 and December 31, 2008, respectively)
|
|
427,714
|
|
229,136
|
|
Securities
held to maturity, at amortized cost (fair value of $121 and $135 at
June 30, 2009 and December 31, 2008, respectively)
|
|
124
|
|
139
|
|
Loans
receivable, net of allowance for loan losses of $38,758 and $29,437 at
June 30, 2009 and December 31, 2008, respectively)
|
|
2,339,989
|
|
2,003,665
|
|
Loans
held for saleat the lower of cost or market
|
|
20,960
|
|
18,427
|
|
Federal
Home Loan Bank stock, at cost
|
|
21,040
|
|
17,537
|
|
Other
real estate owned
|
|
5,956
|
|
2,663
|
|
Due
from customers on acceptances
|
|
251
|
|
2,213
|
|
Cash
surrender value of bank owned life insurance
|
|
17,715
|
|
17,395
|
|
Investment
in affordable housing partnerships
|
|
12,228
|
|
9,019
|
|
Bank
premises and equipment
|
|
12,360
|
|
11,265
|
|
Accrued
interest receivable
|
|
12,639
|
|
9,975
|
|
Deferred
income taxes
|
|
14,148
|
|
12,051
|
|
Servicing
assets
|
|
6,677
|
|
4,838
|
|
Goodwill
|
|
6,675
|
|
6,675
|
|
Other
intangible assets
|
|
2,470
|
|
1,287
|
|
FDIC
loss share indemnification
|
|
40,235
|
|
|
|
Other
assets
|
|
12,009
|
|
6,185
|
|
TOTAL
|
|
$
|
3,174,111
|
|
$
|
2,450,011
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Noninterest
bearing
|
|
$
|
367,243
|
|
$
|
277,542
|
|
Interest
bearing:
|
|
|
|
|
|
Savings
|
|
60,367
|
|
44,452
|
|
Money
market checking and NOW accounts
|
|
614,369
|
|
384,190
|
|
Time
deposits of $100,000 or more
|
|
1,136,438
|
|
902,804
|
|
Other
time deposits
|
|
273,186
|
|
203,613
|
|
Total
deposits
|
|
2,451,603
|
|
1,812,601
|
|
|
|
|
|
|
|
Federal
Home Loan Bank borrowings
|
|
331,000
|
|
274,000
|
|
Junior
subordinated debentures
|
|
87,321
|
|
87,321
|
|
Accrued
interest payable
|
|
11,099
|
|
6,957
|
|
Acceptances
outstanding
|
|
251
|
|
2,213
|
|
Other
liabilities
|
|
23,679
|
|
11,859
|
|
Total
liabilities
|
|
2,904,953
|
|
2,194,951
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS
EQUITY:
|
|
|
|
|
|
Preferred
stock, $1,000 par valueauthorized, 5,000,000 shares; issued and outstanding,
62,158 shares and 62,158 shares at June 30, 2009 and December 31,
2008, respectively
|
|
59,683
|
|
59,443
|
|
Common
stock, no par valueauthorized, 80,000,000 shares; issued and outstanding, 29,413,757
shares and 29,413,757 shares at June 30, 2009 and December 31,
2008, respectively
|
|
54,420
|
|
54,038
|
|
Accumulated
other comprehensive income, net of tax
|
|
2,669
|
|
1,239
|
|
Retained
earnings
|
|
152,386
|
|
140,340
|
|
Total
shareholders equity
|
|
269,158
|
|
255,060
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
3,174,111
|
|
$
|
2,450,011
|
|
See
accompanying notes to consolidated financial statements.
1
Table of Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
INTEREST
INCOME:
|
|
|
|
|
|
|
|
|
|
Interest
and fees on loans
|
|
$
|
31,234
|
|
$
|
33,978
|
|
$
|
61,428
|
|
$
|
69,296
|
|
Interest
on investment securities
|
|
3,194
|
|
2,638
|
|
6,136
|
|
5,222
|
|
Interest
on federal funds sold
|
|
777
|
|
49
|
|
1,066
|
|
129
|
|
Total
interest income
|
|
35,205
|
|
36,665
|
|
68,630
|
|
74,647
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST
EXPENSE:
|
|
|
|
|
|
|
|
|
|
Interest
on deposits
|
|
11,776
|
|
12,864
|
|
22,958
|
|
27,602
|
|
Interest
on FHLB advances and other borrowings
|
|
1,622
|
|
2,356
|
|
3,280
|
|
4,399
|
|
Interest
on junior subordinated debentures
|
|
826
|
|
1,112
|
|
1,747
|
|
2,569
|
|
Total
interest expense
|
|
14,224
|
|
16,332
|
|
27,985
|
|
34,570
|
|
|
|
|
|
|
|
|
|
|
|
NET
INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS
|
|
20,981
|
|
20,333
|
|
40,645
|
|
40,077
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR LOSSES ON LOANS AND LOAN COMMITMENTS
|
|
12,100
|
|
1,400
|
|
18,800
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
NET
INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS
|
|
8,881
|
|
18,933
|
|
21,845
|
|
37,277
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST
INCOME:
|
|
|
|
|
|
|
|
|
|
Service
charges on deposit accounts
|
|
3,125
|
|
3,043
|
|
6,024
|
|
5,791
|
|
(Loss)
gain on sale of loans
|
|
307
|
|
918
|
|
(524
|
)
|
1,782
|
|
Loan-related
servicing fees
|
|
780
|
|
772
|
|
1,744
|
|
1,448
|
|
Income
from other earning assets
|
|
197
|
|
392
|
|
392
|
|
710
|
|
FAS
141R gain on bargain purchase
|
|
21,679
|
|
|
|
21,679
|
|
|
|
Other
income
|
|
2,502
|
|
482
|
|
3,012
|
|
1,029
|
|
Total
noninterest income
|
|
28,590
|
|
5,607
|
|
32,327
|
|
10,760
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST
EXPENSES:
|
|
|
|
|
|
|
|
|
|
Salaries
and employee benefits
|
|
5,988
|
|
7,655
|
|
12,195
|
|
14,631
|
|
Occupancy
and equipment
|
|
1,682
|
|
1,492
|
|
3,358
|
|
2,917
|
|
Data
processing
|
|
845
|
|
771
|
|
1,672
|
|
1,536
|
|
Outsourced
service for customer
|
|
210
|
|
392
|
|
478
|
|
841
|
|
Professional
fees
|
|
575
|
|
454
|
|
917
|
|
954
|
|
Deposit
insurance premiums
|
|
2,178
|
|
299
|
|
2,789
|
|
629
|
|
Other
operating
|
|
2,598
|
|
1,491
|
|
4,653
|
|
3,269
|
|
Total
noninterest expenses
|
|
14,076
|
|
12,554
|
|
26,062
|
|
24,777
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
BEFORE INCOME TAXES
|
|
23,395
|
|
11,986
|
|
28,110
|
|
23,260
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
TAXES
|
|
9,649
|
|
4,557
|
|
11,304
|
|
8,780
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME
|
|
$
|
13,746
|
|
$
|
7,429
|
|
$
|
16,806
|
|
$
|
14,480
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock cash dividend and accretion of preferred stock discount
|
|
898
|
|
|
|
1,818
|
|
|
|
NET
INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
|
$
|
12,848
|
|
|
|
$
|
14,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS
PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.44
|
|
$
|
0.25
|
|
$
|
0.51
|
|
$
|
0.49
|
|
Diluted
|
|
$
|
0.44
|
|
$
|
0.25
|
|
$
|
0.51
|
|
$
|
0.49
|
|
WEIGHTED-AVERAGE
SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
29,413,757
|
|
29,391,177
|
|
29,413,757
|
|
29,334,024
|
|
Diluted
|
|
29,421,247
|
|
29,414,674
|
|
29,421,746
|
|
29,392,621
|
|
See
accompanying notes to consolidated financial statements.
2
Table of Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(DOLLARS IN THOUSANDS) (UNAUDITED)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Comprehensive
|
|
Retained
|
|
Shareholders
|
|
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Income
|
|
Earnings
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE-January 1,
2008
|
|
|
|
$
|
|
|
29,253,311
|
|
$
|
49,633
|
|
$
|
375
|
|
$
|
121,778
|
|
$
|
171,786
|
|
Stock options exercised
|
|
|
|
|
|
137,866
|
|
391
|
|
|
|
|
|
391
|
|
Cash dividend declared
or accrued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
(2,939
|
)
|
(2,939
|
)
|
Stock compensation
expense
|
|
|
|
|
|
|
|
568
|
|
|
|
|
|
568
|
|
Tax benefit from stock
options exercised
|
|
|
|
|
|
|
|
57
|
|
|
|
|
|
57
|
|
Cumulative impact of
change in accounting for bank owned life insurance
|
|
|
|
|
|
|
|
|
|
|
|
(1,876
|
)
|
(1,876
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
14,480
|
|
14,480
|
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized
gain on interest-only strips, net of taxes
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
39
|
|
Change in unrealized
gain on securities available for sale, net of taxes
|
|
|
|
|
|
|
|
|
|
(820
|
)
|
|
|
(820
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,699
|
|
BALANCE-June 30,
2008
|
|
|
|
$
|
|
|
29,391,177
|
|
$
|
50,649
|
|
$
|
(406
|
)
|
$
|
131,443
|
|
$
|
181,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE-January 1,
2009
|
|
62,158
|
|
$
|
59,443
|
|
29,413,757
|
|
$
|
54,038
|
|
$
|
1,239
|
|
$
|
140,340
|
|
$
|
255,060
|
|
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend declared
or accrued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
(2,941
|
)
|
(2,941
|
)
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(1,554
|
)
|
(1,554
|
)
|
Stock compensation expense
|
|
|
|
|
|
|
|
382
|
|
|
|
|
|
382
|
|
Tax benefit from stock
options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock discount
|
|
|
|
240
|
|
|
|
|
|
|
|
(265
|
)
|
(25
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
16,806
|
|
16,806
|
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized
gain on interest-only strips, net of taxes
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
34
|
|
Change in unrealized
gain on securities available for sale, net of taxes
|
|
|
|
|
|
|
|
|
|
1,396
|
|
|
|
1,396
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,236
|
|
BALANCE-June 30,
2009
|
|
62,158
|
|
$
|
59,683
|
|
29,413,757
|
|
$
|
54,420
|
|
$
|
2,669
|
|
$
|
152,386
|
|
$
|
269,158
|
|
See
accompanying notes to consolidated financial statements.
3
Table of
Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) (UNAUDITED)
|
|
Six Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net
income
|
|
$
|
16,806
|
|
$
|
14,480
|
|
Adjustments
to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
Amortization
(accretion) of investment securities
|
|
1,861
|
|
572
|
|
Depreciation
of bank premises & equipment
|
|
986
|
|
886
|
|
Amortization
of other intangible assets
|
|
148
|
|
148
|
|
Amortization
of investments in affordable housing partnerships
|
|
600
|
|
349
|
|
Provision
for losses on loans and loan commitments
|
|
18,800
|
|
2,800
|
|
Provision
for other real estate owned losses
|
|
359
|
|
|
|
Deferred
tax benefit
|
|
(3,448
|
)
|
(27
|
)
|
Loss
on disposition of bank premises and equipment
|
|
11
|
|
3
|
|
FAS
141R gain on bargain purchase
|
|
(21,679
|
)
|
|
|
Net
gain on sale of loans
|
|
524
|
|
(1,782
|
)
|
Origination
of loans held for sale
|
|
(13,801
|
)
|
(40,867
|
)
|
Proceeds
from sale of loans held for sale
|
|
11,575
|
|
42,195
|
|
(Gain)
on sale or call of available for sale securities
|
|
(1,588
|
)
|
(3
|
)
|
Decrease
in fair value of serving rights
|
|
215
|
|
566
|
|
(Gain)
or loss on sale of other real estate owned
|
|
(402
|
)
|
|
|
Loss
on sale of repossessed vehicles
|
|
|
|
1
|
|
Share-based
compensation expense
|
|
381
|
|
568
|
|
Change
in cash surrender value of life insurance
|
|
(320
|
)
|
(286
|
)
|
Servicing
assets capitalized
|
|
(159
|
)
|
(622
|
)
|
Decrease
in interest-only strips
|
|
|
|
|
|
Increase
in accrued interest receivable
|
|
(1,170
|
)
|
182
|
|
Increase
in other assets
|
|
(5,954
|
)
|
(1,025
|
)
|
Dividends
of Federal Home Loan Bank stock
|
|
|
|
(265
|
)
|
Tax
benefit from exercise of stock options
|
|
|
|
(57
|
)
|
(Decrease)
Increase in accrued interest payable
|
|
1,188
|
|
(705
|
)
|
Increase
in other liabilities
|
|
11,020
|
|
5,714
|
|
Net
cash provided by operating activities
|
|
15,953
|
|
22,825
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
Proceeds
from principal repayment, matured or called securities held to maturity
|
|
15
|
|
7,015
|
|
Purchase
of securities available for sale
|
|
(259,386
|
)
|
(87,096
|
)
|
Proceeds
from matured securities available for sale
|
|
118,629
|
|
76,513
|
|
Net
increase in loans receivable
|
|
(79,128
|
)
|
(178,682
|
)
|
Proceeds
from sale of other loans
|
|
1,168
|
|
|
|
Proceeds
from sale of other real estate owned
|
|
3,151
|
|
|
|
Proceeds
from sale of repossessed vehicles
|
|
|
|
10
|
|
Purchases
of investments in affodable housing partnerships
|
|
(3,810
|
)
|
(555
|
)
|
Purchases
of Bank premises and equipment
|
|
(1,802
|
)
|
(695
|
)
|
Purchases
of Federal Home Loan Bank stock
|
|
|
|
(6,080
|
)
|
Proceeds
from disposition of Bank equipment
|
|
|
|
3
|
|
Net
cash and cash equivalents acquired from acquisition of Mirae Bank
|
|
5,724
|
|
|
|
Net
cash used in investing activities
|
|
(215,439
|
)
|
(189,567
|
)
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
|
|
|
|
(continued)
|
4
Table of Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) (UNAUDITED)
|
|
Six Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
Proceeds
from exercise of stock options
|
|
$
|
|
|
$
|
391
|
|
Payment
of common stock cash dividend
|
|
(2,941
|
)
|
(2,932
|
)
|
Payment
of preferred stock cash dividend
|
|
(1,321
|
)
|
|
|
Increase
(decrease) in Federal Home Loan Bank borrowings
|
|
(18,500
|
)
|
170,000
|
|
Tax
benefit from exercise of stock options
|
|
|
|
57
|
|
Net
increase in deposits
|
|
345,627
|
|
(23,782
|
)
|
Net
cash provided by financing activities
|
|
322,865
|
|
143,734
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
123,379
|
|
(23,008
|
)
|
CASH
AND CASH EQUIVALENTSBeginning of year
|
|
97,542
|
|
92,509
|
|
CASH
AND CASH EQUIVALENTSEnd of year
|
|
$
|
220,921
|
|
$
|
69,501
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
Interest
paid
|
|
$
|
23,744
|
|
$
|
35,275
|
|
Income
taxes paid
|
|
$
|
8,127
|
|
$
|
10,180
|
|
|
|
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF NONCASH INVESTING ACTIVITIES:
|
|
|
|
|
|
Transfer
of loans to other real estate owned
|
|
$
|
5,902
|
|
$
|
332
|
|
Other
assets transferred to Bank premises and equipment
|
|
$
|
290
|
|
$
|
150
|
|
Net
assets acquired from Mirae Bank (see note 3):
|
|
|
|
|
|
Assets
acquired
|
|
$
|
395,646
|
|
$
|
|
|
Liabilities
assumed
|
|
373,967
|
|
|
|
|
|
21,679
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF NONCASH FINANCING ACTIVITIES:
|
|
|
|
|
|
Common
stock cash dividend declared, but not paid
|
|
$
|
1,471
|
|
$
|
1,470
|
|
Preferred
stock cash dividend declared, but not paid
|
|
$
|
388
|
|
$
|
|
|
See
accompanying notes to consolidated financial statements.
|
|
(Concluded)
|
5
Table of Contents
WILSHIRE BANCORP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
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 Banks shareholders approved
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. On June 26, 2009, we
purchased substantially all the assets and assumed substantially all the
liabilities of Mirae Bank (Mirae) from the
Federal Deposit Insurance Corporation (FDIC),
as receiver of Mirae. Mirae operated five commercial banking branches all
located within the southern California, and these branches were integrated into
our branch network immediately after the acquisition. In addition, we
also have five loan production
offices utilized primarily for the origination of loans under our Small
Business Administration (SBA) lending program in Colorado, Georgia, Texas,
and Virginia.
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 Companys consolidated statements of financial condition as of June 30,
2009 and December 31, 2008, the statements of operations for the
three months and six months ended June 30, 2009 and 2008, and the related
statements of shareholders equity and statements of cash flows for the six
months ended June 30, 2009 and 2008. Operating results for interim periods
are not necessarily indicative of operating results for an entire fiscal year.
The
unaudited financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Companys Annual Report
on Form 10-K for the year ended December 31, 200
8.
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, 2008.
Note 3. Federally
Assisted Acquisition of
Mirae Bank
The FDIC placed Mirae under receivership upon Miraes
closure by the California Department of Financial Institutions (DFI) at the
close of business on June 26, 2009.
We purchased substantially all of Miraes assets and assumed all of
Miraes deposits and certain other liabilities. Further, we entered into a loss
sharing agreement with the FDIC in connection with the Mirae acquisition. Under
the loss sharing agreement, the FDIC will share in the losses on assets covered
under the agreement, which generally include loans acquired from Mirae and
foreclosed loan collateral existing at June 26, 2009 (referred to collectively
as covered assets). With respect to losses of up to $83.0 million on the
covered assets, the FDIC has agreed to reimburse us for 80 percent of the
losses. On losses exceeding $83.0 million, the FDIC has agreed to
reimburse us for 95 percent of the losses. The loss sharing
agreements are subject to our compliance with servicing procedures specified in
the agreements with the FDIC. The
term for the FDICs loss sharing on single family loans is ten years, and the
term for loss sharing on non-single family loans is five years with respect to
losses and eight years with respect to loss recoveries. As a result of the loss
sharing agreement with the FDIC, the Company has recorded an indemnification
asset from the FDIC based on the estimated value of the indemnification
agreement of $40.2 million.
The Mirae acquisition was accounted for under
the purchase method of accounting in accordance with Statement of Financial
Accounting Standard (SFAS) No. 141R,
Business Combinations
.
The statement of net assets and assumed liabilities were recorded at their
respective acquisition date fair values, and identifiable intangible assets
were recorded at fair value. Fair values are preliminary and subject to
refinement for up to one year after the closing date of an acquisition as
information relative to closing date fair values becomes available. A bargain
purchase gain totaling $21.7 million resulted from the acquisition and is
included as a component of noninterest income on the statement of income. The
amount of gain is equal to the amount by which the fair value of assets
purchased exceeded the fair value of liabilities assumed. The estimated fair
value of the assets purchased and liabilities assumed are presented in the
following table:
6
Table of Contents
Satement of Net Assets Acquired
|
|
June 26,
2009
|
|
|
|
(In
thousands)
|
|
Assets
|
|
|
|
Cash
and cash equivalents
|
|
$
|
5,724
|
|
Securities
|
|
55,371
|
|
Loans
|
|
285,685
|
|
Core
deposit intangible
|
|
1,330
|
|
FDIC
loss-sharing receivable
|
|
40,235
|
|
Other
assets
|
|
7,301
|
|
Total
Assets
|
|
395,646
|
|
|
|
|
|
Liabilities
|
|
|
|
Deposits
|
|
293,375
|
|
FHLB
borrowings
|
|
75,500
|
|
Other
liabilities
|
|
5,092
|
|
Total
Liabilities
|
|
373,967
|
|
|
|
|
|
Net
assets acquired
|
|
$
|
21,679
|
|
|
|
|
|
Mirae
Banks net assets acquired before fair valuation adjustments
|
|
$
|
36,928
|
|
Adjustments
to reflect assets acquired and liabilities assumed at fair value:
|
|
|
|
Loans,
net
|
|
(54,964
|
)
|
Securities
|
|
(1,829
|
)
|
FDIC
loss share indemnification
|
|
40,235
|
|
Core
deposit intangible
|
|
1,330
|
|
Deposits
|
|
(375
|
)
|
Servicing
rights
|
|
354
|
|
Bargain
purchase gain
|
|
$
|
21,679
|
|
Note 4. Fair
Value Measurement for Financial and Non-Financial Assets and Liabilities
We record at fair value various financial and
non-financial instruments for financial reporting, and loan or goodwill
impairment purposes. Pursuant to SFAS No. 157,
Fair Value
Measurements
, and Financial
Accounting Standards Board (FASB) Staff Position (FSP) SFAS
No.157-3,
Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active,
FASB 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, and SFAS No. 157
amends, but does not supersede SFAS No. 107,
Disclosure
about Fair Value of Financial Instruments.
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 arms 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. FSP SFAS No. 157-3
further clarifies the application of SFAS No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for the financial asset is
not active.
In February 2008,
the FASB issued FSP SFAS 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 arisen, or that may arise, from the application of SFAS No. 157. This
FSP applies to various nonfinancial assets and liabilities 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 adopted
FSP SFAS No. 157-2 on January 1, 2009, and the adoption of this FSP
did not have a material impact on our consolidated financial statements.
7
Table of Contents
In April 2009, the FASB issued FSP SFAS No.157-4,
Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
, to provide additional
guidance for estimating fair value in accordance with SFAS No. 157,
Fair Value Measurements
, when the volume and level of activity for the
asset or liability have significantly decreased. As some constituents indicated
that SFAS No. 157 and FSP SFAS No. 157-3,
Determining the Fair Value of a Financial Asset When the Market for
That Asset Is Not Active
, do not provide sufficient guidance on how
to determine whether a market for a financial asset that historically was
active is no longer active and whether a transaction is not orderly. Therefore,
this FSP includes guidance on identifying circumstances that indicate a
transaction is not orderly. We adopted FSP SFAS No. 157-4 in the second
quarter of 2009 and the adoption of this FSP did not have a material impact on
our consolidated financial statements.
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 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 investments 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.
We
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:
Measured
on a
R
ecurring Basis
Investment securities
available for sale
Investment in available-for-sale securities are recorded at fair value
pursuant to SFAS No. 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
investment securities available for sale include federal agency securities,
mortgage-backed securities, collateralized mortgage obligations, municipal
bonds and corporate debt securities. Our existing investment securities
available-for-sale holdings as of June 30, 2009 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 (I/O) 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. We classify SBA loan servicing assets and I/O 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. We classify SBA loan servicing liabilities as recurring with
Level 3 measurement inputs.
8
Table
of Contents
The table below summarizes the valuation of our
financial assets and liabilities by the above SFAS No. 157 fair value
hierarchy levels as of June 30, 2009:
Assets Measured at Fair
Value on a Recurring Basis
(dollars
in thousands
)
|
|
Fair
Value Measurements Using:
|
|
|
|
|
|
Quoted
Prices in
|
|
Significant
Other
|
|
Significant
|
|
|
|
Total
Fair
|
|
Active
Markets
|
|
Observable
Inputs
|
|
Unobservable
Inputs
|
|
|
|
Value
|
|
(Level
1)
|
|
(Level
2)
|
|
(Level
3)
|
|
Investment
|
|
|
|
|
|
|
|
|
|
U.S.
agency bonds
|
|
$
|
391,788
|
|
$
|
|
|
$
|
391,788
|
|
$
|
|
|
Municipal
bonds
|
|
33,933
|
|
|
|
33,933
|
|
|
|
Corporate
bonds
|
|
1,993
|
|
|
|
1,993
|
|
|
|
Servicing
assets
|
|
6,677
|
|
|
|
|
|
6,677
|
|
I/O
strips
|
|
741
|
|
|
|
|
|
741
|
|
Servicing
liabilities
|
|
(464
|
)
|
|
|
|
|
(464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2009
:
(dollars in thousands)
|
|
At March 31,
2009
|
|
Realized
Losses in Net
Income
|
|
Unrealized Gains in
Other
Comprehensive
Income
|
|
Net Purchases Sales
and Settlements
|
|
Transfers In/out
of Level 3
|
|
At June 30,
2009
|
|
Net
Cumulative
Unrealized
Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing assets
|
|
$
|
4,790
|
|
$
|
(7
|
)
|
$
|
|
|
$
|
1,894
|
|
$
|
|
|
$
|
6,677
|
|
$
|
|
|
I/O strips
|
|
661
|
|
(30
|
)
|
5
|
|
105
|
|
|
|
741
|
|
(283
|
)
|
Servicing liabilities
|
|
(333
|
)
|
3
|
|
|
|
(134
|
)
|
|
|
(464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2009
:
(dollars in thousands)
|
|
At March 31,
2009
|
|
Realized
Losses in Net
Income
|
|
Unrealized Gains in
Other
Comprehensive
Income
|
|
Net Purchases Sales
and Settlements
|
|
Transfers In/out
of Level 3
|
|
At June 30,
2009
|
|
Net
Cumulative
Unrealized
Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing assets
|
|
$
|
4,838
|
|
$
|
(55
|
)
|
$
|
|
|
$
|
1,894
|
|
$
|
|
|
$
|
6,677
|
|
$
|
|
|
I/O strips
|
|
632
|
|
(55
|
)
|
59
|
|
105
|
|
|
|
741
|
|
(283
|
)
|
Servicing liabilities
|
|
(328
|
)
|
(2
|
)
|
|
|
(134
|
)
|
|
|
(464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured
on a Nonrecurring Basis
Impaired loans
(collateral dependent 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, less anticipated selling
costs. The fair value is determined through appraisals and other matrix
pricing models, which require a significant degree of management judgment. We
measure impairment on all nonaccrual loans and trouble debt restructured loans,
except automobile loans, for which we have established specific reserves as
part of the specific allocated allowance component of the allowance for losses
on loans. We record impaired loans as recurring with Level 3 measurement
inputs.
9
Table
of Contents
REO
Real estate
owned consists principally of properties acquired through foreclosure and are
carried at the lower of cost or estimated fair value less anticipated selling
costs.
Loans
purchased from FDIC
The fair of the loan
portfolio is determined using a discounted cash flow methodology. First,
we segmented the portfolio into homogeneous groups based on loan type, fixed or
variable rate, credit quality,
and
payment type.
For each of segmented loan group, we projected the principal and interest
cash flows, adjusted for applicable prepayments and credit considerations.
These cash flows then discounted using an appropriate risk adjusted discount
rate
.
Deposits Assumed
from FDIC
A discounted cash flow methodology is used to
calculate the fair value of the fixed maturity deposits. As part of this
valuation process, we segmented the contract-based deposits into distinct
maturity groups (i.e., 0 30 days, 31 90 days, etc.) and calculated the fair
value of each maturity group separately. First, cash outflows from each group
of fixed maturity deposits is projected based on the balance, remaining
maturity, yield, and interest compounding frequency of the maturity group.
Then, cash outflow is discounted using the market yield on fixed
maturity deposits issued as of the valuation date with similar maturity
terms
.
FDIC Loss Share
Indemnification
The fair value of the FDIC
l
oss
s
haring
indemnification
was estimated using the
i
ncome
a
pproach. Loss expectations from the acquired loans were projected over
a five year period
for non-single family loans
and a ten year period for single family loans
per the term of the
a
greement.
Under the term of the
agreement, the FDIC would reimburse the amount to which is reflected the
adjusted loss expectations.
Core Deposit
Intangible
The fair value of core deposit intangible was
estimated using the cost savings method under the
i
ncome
a
pproach. Under this method, the cost savings associated with having the
core deposit balances as compared to an alternative source of funds are
discounted to present value using an appropriate intangible discount rate.
The
following table presents the aggregated balance of assets measured at estimated
fair value on a nonrecurring basis through the six months ended
June 30
, 2009, and the total losses resulting from these
fair value adjustments for the quarter and six months ended
June 30
, 2009:
Assets Measured at Fair
Value on a Non-Recurring Basis
(dollars
in thousands
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
Through June 30, 2009
|
|
June 30, 2009
|
|
June 30, 2009
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total Losses
|
|
Total Losses
|
|
Impaired
loans
|
|
$
|
|
|
$
|
|
|
$
|
62,670
|
|
$
|
62,670
|
|
$
|
5,537
|
|
$
|
10,386
|
|
REO
|
|
|
|
|
|
5,956
|
|
5,956
|
|
155
|
|
359
|
|
Loans
purchased from FDIC
|
|
|
|
|
|
285,685
|
|
285,685
|
|
|
|
|
|
Deposits
assumed from FDIC
|
|
|
|
|
|
293,374
|
|
293,374
|
|
|
|
|
|
FDIC
loss share indemnification
|
|
|
|
|
|
40,235
|
|
40,235
|
|
|
|
|
|
Core
deposit intangible
|
|
|
|
|
|
1,330
|
|
1,330
|
|
|
|
|
|
Total
|
|
$
|
|
|
$
|
|
|
$
|
689,250
|
|
$
|
689,250
|
|
$
|
5,692
|
|
$
|
10,745
|
|
10
Table of Contents
Note 5. Investment Securities
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, 2009
|
|
As of
December 31, 2008
|
|
|
|
Amortized
Cost
|
|
Market
Value
|
|
Unrealized
Gain
(Loss)
|
|
Amortized
Cost
|
|
Market
Value
|
|
Unrealized
Gain
(Loss)
|
|
Held
to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations
|
|
$
|
124
|
|
$
|
121
|
|
$
|
(3
|
)
|
$
|
139
|
|
$
|
135
|
|
$
|
(4
|
)
|
Total
investment securities held to maturity
|
|
$
|
124
|
|
$
|
121
|
|
$
|
(3
|
)
|
$
|
139
|
|
$
|
135
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
securities of government sponsored enterprises
|
|
$
|
26,897
|
|
$
|
26,735
|
|
$
|
(162
|
)
|
$
|
25,952
|
|
$
|
26,187
|
|
$
|
235
|
|
Mortgage
backed securities
|
|
276,594
|
|
280,282
|
|
3,688
|
|
124,549
|
|
125,513
|
|
964
|
|
Collateralized
mortgage obligations
|
|
82,807
|
|
84,771
|
|
1,964
|
|
62,557
|
|
63,303
|
|
746
|
|
Corporate
securities
|
|
2,000
|
|
1,993
|
|
(7
|
)
|
7,048
|
|
6,953
|
|
(95
|
)
|
Municipal
securities
|
|
35,042
|
|
33,933
|
|
(1,109
|
)
|
7,323
|
|
7,180
|
|
(143
|
)
|
Total
investment securities available for sale
|
|
$
|
423,340
|
|
$
|
427,714
|
|
$
|
4,374
|
|
$
|
227,429
|
|
$
|
229,136
|
|
$
|
1,707
|
|
The following table
summarizes the maturity and repricing schedule of our investment securities at
their carrying values at June 30, 2009:
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
:
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations
|
|
$
|
|
|
$
|
124
|
|
$
|
|
|
$
|
|
|
$
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
Investment
securities of government sponsored enterprises
|
|
|
|
|
|
23,766
|
|
2,969
|
|
26,735
|
|
Mortgage
backed securities
|
|
8,449
|
|
855
|
|
2,055
|
|
268,924
|
|
280,283
|
|
Collateralized
mortgage obligations
|
|
26,184
|
|
50,497
|
|
8,089
|
|
|
|
84,770
|
|
Corporate
securities
|
|
|
|
1,993
|
|
|
|
|
|
1,993
|
|
Municipal
securities
|
|
241
|
|
129
|
|
5,327
|
|
28,236
|
|
33,933
|
|
Total
investment securities available for sale
|
|
$
|
34,874
|
|
$
|
53,598
|
|
$
|
39,237
|
|
$
|
300,129
|
|
$
|
427,838
|
|
11
Table of Contents
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, 2009 and
December 31, 2008:
As of June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
$
|
22,806
|
|
$
|
(159
|
)
|
$
|
|
|
$
|
|
|
$
|
22,806
|
|
$
|
(159
|
)
|
Collateralized
mortgage obligations
|
|
1,794
|
|
(21
|
)
|
|
|
|
|
1,794
|
|
(21
|
)
|
Mortgage
backed securities
|
|
46,992
|
|
(100
|
)
|
587
|
|
(3
|
)
|
47,579
|
|
(103
|
)
|
Corporate
securities
|
|
|
|
|
|
1,994
|
|
(7
|
)
|
1,994
|
|
(7
|
)
|
Municipal
securities
|
|
23,946
|
|
(1,427
|
)
|
|
|
|
|
23,946
|
|
(1,427
|
)
|
|
|
$
|
95,538
|
|
$
|
(1,707
|
)
|
$
|
2,581
|
|
$
|
(10
|
)
|
$
|
98,119
|
|
$
|
(1,717
|
)
|
As of December 31, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations
|
|
$
|
2,642
|
|
$
|
(65
|
)
|
$
|
1,591
|
|
$
|
(17
|
)
|
$
|
4,233
|
|
$
|
(82
|
)
|
Mortgage
backed securities
|
|
12,287
|
|
(300
|
)
|
536
|
|
(3
|
)
|
12,823
|
|
(303
|
)
|
Corporate
securities
|
|
5,000
|
|
(49
|
)
|
1,953
|
|
(47
|
)
|
6,953
|
|
(96
|
)
|
Municipal
securities
|
|
5,712
|
|
(157
|
)
|
|
|
|
|
5,712
|
|
(157
|
)
|
|
|
$
|
25,641
|
|
$
|
(571
|
)
|
$
|
4,080
|
|
$
|
(67
|
)
|
$
|
29,721
|
|
$
|
(638
|
)
|
As of June 30, 2009,
the total unrealized losses less than 12 months old were $1.7 million, and
total unrealized losses more than 12 months old were $10,000. The aggregate related fair value of
investments with unrealized losses less than 12 months old was $95.5 million at
June 30, 2009, and those with unrealized losses more than 12 months old
were $2.6 million. As of
December 31, 2008, the total unrealized losses less than 12 months old
were $571,000 and total unrealized losses more than 12 months old were
$67,000. The aggregate related fair
value of investments with unrealized losses less than 12 months old was $25.6
million at December 31, 2008, and those with unrealized losses more than
12 months old were $4.1 million.
We evaluate securities for
other-than-temporary impairment at least quarterly, and more frequently when
economic or market concerns warrant such evaluation. Consideration is given to
the financial condition and near-term prospects of the issuer; the length of
time and the extent to which the fair value has been less than the cost, and
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. In
analyzing an issuers financial condition, we consider whether the securities
are issued by the federal government or its agencies, whether downgrades by
bond rating agencies have occurred, and the results of reviews of the issuers
financial condition.
Management determined this
unrealized loss did not meet the criteria other-than-temporary impairment at
June 30, 2009 as the investment is rated investment grade and there are no
credit quality concerns of the obligor. The market value decline is deemed to
be due to the current market volatility and is not reflective of managements
expectations of their ability to fully recover this investment. Interest on the
corporate note has been paid as agreed and management believes this will
continue in the future and the bond will be repaid in full as scheduled. For
these reasons, no other-than-temporary impairment was recognized on the
corporate note at June 30, 2009.
Note 6. Loans
The loan portfolio that we
acquired is covered by the FDIC loss-share agreement, from the Mirae Bank
transaction, and thus is referred to as covered loans. All loans, excluding covered loans, are
regarded as non-covered loans. A
summary of non-covered loans is presented in the table below:
12
Table of Contents
|
|
Amount
Outstanding (in thousands)
|
|
|
|
June 30,
2009
|
|
December 31,
2008
|
|
June 30,
2008
|
|
Non-covered
loans:
|
|
|
|
|
|
|
|
Construction
|
|
$
|
40,023
|
|
$
|
43,180
|
|
$
|
50,563
|
|
Real
estate secured
|
|
1,692,392
|
|
1,599,627
|
|
1,537,992
|
|
Commercial
and industrial
|
|
369,592
|
|
389,217
|
|
377,895
|
|
Consumer
|
|
17,542
|
|
23,669
|
|
25,314
|
|
Total
loans
|
|
2,119,549
|
|
2,055,693
|
|
1,991,764
|
|
Unearned
Income
|
|
(3,877
|
)
|
(4,164
|
)
|
(5,163
|
)
|
Gross
loans, net of unearned income
|
|
2,115,672
|
|
2,051,529
|
|
1,986,601
|
|
Allowance
for losses on loans
|
|
(38,758
|
)
|
(29,437
|
)
|
(23,494
|
)
|
Net
loans
|
|
$
|
2,076,914
|
|
$
|
2,022,092
|
|
$
|
1,963,107
|
|
In accordance to AICPA
Statement of Position SOP 03-3,
Accounting
for Certain Loans or Debt Securities Acquired in a Transfer,
the
covered loans were divided into SOP 03-3 Loans and Non-SOP 03-3 Loans, of
which SOP 03-3 loans are loans with evidence of deterioration of credit quality
and that it is probable, at acquisition, the Bank will be unable to collect all
contractually required payments receivable. In contrast, Non-SOP 03-3 loans are
all other covered loans that do not qualify as SOP 03-3 loans. In addition, the
covered loans are further categorized into four different loan pools per loan
types: construction, commercial & industrial, real estate secured, and
consumer. The covered loans at the acquisition date of June 26, 2009 are
presented in the following table.
|
|
SOP 03-3 Loans
|
|
Non SOP 03-3 Loans
|
|
Total Convered Loans
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
494
|
|
|
|
494
|
|
Real
estate secured
|
|
28,245
|
|
176,941
|
|
205,186
|
|
Commercial
and industrial
|
|
$
|
4,458
|
|
$
|
74,639
|
|
$
|
79,097
|
|
Consumer
|
|
115
|
|
793
|
|
908
|
|
|
|
$
|
33,312
|
|
$
|
252,373
|
|
$
|
285,685
|
|
The following table
represents the non SOP 03-3 loans receivable at the acquisition date of
June 26, 2009. The amounts include principal only and do not reflect
accrued interest as of the date of acquisition or beyond.
Non-SOP
03-3 loans receivable
|
|
(In
thousands)
|
|
Gross
contractual loan principal payment receivable
|
|
$
|
280,454
|
|
Fair
value adjustment
|
|
(28,081
|
)
|
Fair
value of Non SOP 03-3
|
|
252,373
|
|
|
|
|
|
|
The Company applied the cost
recovery method to loans subject to SOP 03-3 at the acquisition date of
June 26, 2009 due to the uncertainty as to the timing of expected cash
flows as reflected in the following table.
|
|
(In
thousands)
|
|
Contractually
required payments receivable
|
|
$
|
60,194
|
|
Estimate
of contractual principal not expected to be collected
|
|
(26,882
|
)
|
Cash
flows expected to be collected
|
|
33,312
|
|
Accretable
difference
|
|
|
|
Fair
Value of SOP 03-3 loans acquired
|
|
$
|
33,312
|
|
Loans held for sale were
$21.0 million, $18.4 million, and $15.0 million at June 30, 2009,
December 31, 2008, and June 30, 2008, respectively.
13
Table of Contents
The table below summarizes
for the periods indicated, changes in the allowance for losses on loans arising
from loans charged off, recoveries on loans previously charged off, additions
to the allowance and certain ratios related to the allowance for losses on
loans and loan commitments:
Allowance for Losses on Loans and Loan Commitments
(dollars in thousands)
|
|
Three
Months Ended June 30,
|
|
Six
Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Allowance
for losses on loans:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
34,156
|
|
$
|
22,072
|
|
$
|
29,437
|
|
$
|
21,579
|
|
Actual
charge-offs:
|
|
|
|
|
|
|
|
|
|
Real
estate secured
|
|
176
|
|
40
|
|
848
|
|
43
|
|
Commercial
and industrial
|
|
6,940
|
|
1,554
|
|
8,570
|
|
2,380
|
|
Consumer
|
|
356
|
|
294
|
|
457
|
|
605
|
|
Total
charge-offs
|
|
7,472
|
|
1,888
|
|
9,875
|
|
3,028
|
|
Recoveries on loans previously charged off:
|
|
|
|
|
|
|
|
|
|
Real
estate secured
|
|
1
|
|
|
|
1
|
|
1
|
|
Commercial
and industrial
|
|
237
|
|
1,591
|
|
306
|
|
1,684
|
|
Consumer
|
|
24
|
|
63
|
|
68
|
|
91
|
|
Total
recoveries
|
|
262
|
|
1,654
|
|
375
|
|
1,775
|
|
Net
loan charge-offs
|
|
7,210
|
|
234
|
|
9,500
|
|
1,253
|
|
Provision for losses on loans
|
|
12,100
|
|
1,400
|
|
18,799
|
|
2,800
|
|
Add:
credit for losses on loan commitments
|
|
288
|
|
(256
|
)
|
(22
|
)
|
(368
|
)
|
Balances at end of period
|
|
$
|
38,758
|
|
$
|
23,494
|
|
$
|
38,758
|
|
$
|
23,494
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for losses on loan commitments:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
933
|
|
$
|
1,886
|
|
$
|
1,243
|
|
$
|
1,998
|
|
Credit
for losses on loan commitments
|
|
288
|
|
(256
|
)
|
(22
|
)
|
(368
|
)
|
Balances at end of period
|
|
$
|
1,221
|
|
$
|
1,630
|
|
$
|
1,221
|
|
$
|
1,630
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
Net
loan charge-offs to average total loans
|
|
0.34
|
%
|
0.01
|
%
|
0.46
|
%
|
0.07
|
%
|
Allowance
for losses on loans to total loans at period-end
|
|
1.62
|
%
|
1.18
|
%
|
1.62
|
%
|
1.18
|
%
|
Net
loan charge-offs to allowance for losses on loans at period-end
|
|
18.60
|
%
|
0.99
|
%
|
24.51
|
%
|
5.33
|
%
|
Net
loan charge-offs to provision for losses on loans and loan commitments
|
|
59.59
|
%
|
16.71
|
%
|
50.53
|
%
|
44.74
|
%
|
The allowance for loan
losses is comprised of specific loss allowances for impaired loans and general
loan loss allowances based on quantitative and qualitative analyses.
A loan is impaired when,
based on current information and events, it is probable that a creditor will be
unable to collect all amounts due according to the contractual terms of the loan
agreement. At June 30, 2009, our recorded impaired loans totaled $67.0
million, of which $19.1 million had specific reserves of $6.3 million. At
December 31, 2008, our recorded impaired loans totaled $28.0 million, of
which $16.1 million had specific reserves of $6.2 million.
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 losses on
loans. Our loss migration analysis tracks a certain number of quarters of loan
losses history to determine historical losses by classification category for
each loan type, except certain loans (automobile, mortgage and credit scored
based business loans), 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
exposure for unused off-balance sheet loan commitments, such as letters of
credit, we record a reserve for loan commitments.
14
Table of Contents
Note 7. Shareholders 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:
|
|
Three
months ended
|
|
Six
months ended
|
|
|
|
June 30,
|
|
June 30,
|
|
(dollars
in thousands, except per share data)
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net
income available to common shareholders
|
|
$
|
12,848
|
|
$
|
7,429
|
|
$
|
14,988
|
|
$
|
14,480
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Denominator
for basic earnings per share:
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares
|
|
29,413,757
|
|
29,391,177
|
|
29,413,757
|
|
29,334,024
|
|
Effect
of dilutive stock option
|
|
7,490
|
|
23,497
|
|
7,989
|
|
58,597
|
|
Denominator
for diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
Dilutive
weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
29,421,247
|
|
29,414,674
|
|
29,421,746
|
|
29,392,621
|
|
Basic
earnings per share
|
|
$
|
0.44
|
|
$
|
0.25
|
|
$
|
0.51
|
|
$
|
0.49
|
|
Diluted
earnings per share
|
|
$
|
0.44
|
|
$
|
0.25
|
|
$
|
0.51
|
|
$
|
0.49
|
|
Note 8. 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, Small Business Administration (SBA) lending services and trade
finance department (TFD). 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 raises funds from deposits and borrowings for loans and investments,
and provides lending products, including commercial, consumer and real estate
loans to its customers.
Small
Business Administration Lending Services
- The SBA department mainly
provides customers with access to the U.S. SBA guaranteed lending program.
Trade
Finance Services
- The trade finance department allows the Companys
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.
15
Table of Contents
The following are the
results of operations of the Companys segments for the periods indicated
below:
|
|
Three
Months Ended June 30, 2009
|
|
Three
Months Ended June 30, 2008
|
|
(dollars
in thousands)
|
|
Banking
|
|
|
|
|
|
|
|
Banking
|
|
|
|
|
|
|
|
Business
Segment
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
18,190
|
|
$
|
422
|
|
$
|
2,369
|
|
$
|
20,981
|
|
$
|
16,708
|
|
$
|
517
|
|
$
|
3,108
|
|
$
|
20,333
|
|
Less provision
(recapture) for credit losses
|
|
9,045
|
|
1,933
|
|
1,122
|
|
12,100
|
|
1,630
|
|
(1,733
|
)
|
1,503
|
|
1,400
|
|
Non-interest income
|
|
27,080
|
|
643
|
|
867
|
|
28,590
|
|
3,921
|
|
267
|
|
1,419
|
|
5,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
36,225
|
|
(868
|
)
|
2,114
|
|
37,471
|
|
18,999
|
|
2,517
|
|
3,024
|
|
24,540
|
|
Non-interest expenses
|
|
12,841
|
|
674
|
|
561
|
|
14,076
|
|
11,496
|
|
249
|
|
809
|
|
12,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
$
|
23,384
|
|
$
|
(1,542
|
)
|
$
|
1,553
|
|
$
|
23,395
|
|
$
|
7,503
|
|
$
|
2,268
|
|
$
|
2,215
|
|
$
|
11,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business segment assets
|
|
$
|
2,889,579
|
|
$
|
58,373
|
|
$
|
226,159
|
|
$
|
3,174,111
|
|
$
|
2,160,678
|
|
$
|
45,680
|
|
$
|
152,954
|
|
$
|
2,359,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2009
|
|
Six Months Ended June 30, 2008
|
|
|
|
Banking
|
|
|
|
|
|
|
|
Banking
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
35,250
|
|
$
|
863
|
|
$
|
4,532
|
|
$
|
40,645
|
|
$
|
32,609
|
|
$
|
1,137
|
|
$
|
6,331
|
|
$
|
40,077
|
|
Less provision for loan
losses
|
|
13,052
|
|
2,762
|
|
2,986
|
|
18,800
|
|
580
|
|
(1,287
|
)
|
3,507
|
|
2,800
|
|
Other operating income
|
|
29,854
|
|
927
|
|
1,546
|
|
32,327
|
|
7,449
|
|
541
|
|
2,770
|
|
10,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
52,052
|
|
(972
|
)
|
3,092
|
|
54,172
|
|
39,478
|
|
2,965
|
|
5,594
|
|
48,037
|
|
Less other operating
expenses
|
|
24,118
|
|
946
|
|
998
|
|
26,062
|
|
22,392
|
|
508
|
|
1,877
|
|
24,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
$
|
27,934
|
|
$
|
(1,918
|
)
|
$
|
2,094
|
|
$
|
28,110
|
|
$
|
17,086
|
|
$
|
2,457
|
|
$
|
3,717
|
|
$
|
23,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,889,579
|
|
$
|
58,373
|
|
$
|
226,159
|
|
$
|
3,174,111
|
|
$
|
2,160,678
|
|
$
|
45,680
|
|
$
|
152,954
|
|
$
|
2,359,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
9
. 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
customers 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,
2009 are summarized as follows:
(dollars
in thousands)
|
|
June 30, 2009
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Commitments to extend credit
|
|
$
|
199,811
|
|
$
|
153,441
|
|
|
|
|
|
|
|
Standby letters of credit
|
|
13,382
|
|
12,700
|
|
|
|
|
|
|
|
Commercial letters of credit
|
|
18,410
|
|
15,133
|
|
|
|
|
|
|
|
|
|
16
Table of Contents
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.
Note
10
. Recent Accounting Pronouncements
In December 2008, the FASB issued FSP SFAS
No.132R-1,
Employers Disclosures about Postretirement Benefit
Plan Asset
, which amends SFAS No. 132R,
Employers Disclosures about Pensions and Other
Postretirement Benefits
, to provide guidance on employers
disclosures about plan assets of a defined benefit pension or other
postretirement plan. The objectives of the disclosures are to provide users of
financial statements with an understanding of the plan investment policies and
strategies regarding investment allocation, major categories of plan assets,
use of fair valuation inputs and techniques, effect of fair value measurements
using significant unobservable inputs (i.e., level 3 inputs), and significant
concentrations of risk within plan assets. FSP SFAS No. 132R-1 is
effective for financial statements issued for fiscal years beginning after December 15,
2009, with early adoption permitted. This FSP does not require comparative
disclosures for earlier periods. We are in the process of evaluating the impact
that the adoption of FSP SFAS No. 132R-1 will have on our consolidated
financial statements.
In April 2009, the FASB issued FSP SFAS No.157-4,
Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
, to provide additional guidance
for estimating fair value in accordance with SFAS No. 157,
Fair Value Measurements
, when the volume and level of activity for the
asset or liability have significantly decreased. As some constituents indicated
that SFAS No. 157 and FSP SFAS No. 157-3,
Determining the Fair Value of a Financial Asset When the Market for
That Asset Is Not Active
, do not provide sufficient guidance on how
to determine whether a market for a financial asset that historically was
active is no longer active and whether a transaction is not orderly. Therefore,
this FSP includes guidance on identifying circumstances that indicate a
transaction is not orderly. FSP SFAS No. 157-4 is effective for interim
and annual reporting periods ending after June 15, 2009. If a reporting
entity elects to adopt early either FSP SFAS No. 115-2 and SFAS No. 124-2
or FSP SFAS No. 107-1 and Accounting Principles Board (APB) 28-1, the
reporting entity also is required to adopt early this FSP. This FSP does not
require disclosures for earlier periods presented for comparative purposes at
initial adoption. In periods after initial adoption, this FSP requires
comparative disclosures only for periods ending after initial adoption. The
adoption of FSP SFAS No. 157-4 did not have a material impact on our
consolidated financial statements.
In April 2009, the FASB issued FSP SFAS No.115-2
and SFAS No. 124-2,
Recognition and
Presentation of Other-Than-Temporary Impairments
, which amends the
other-than-temporary impairment (OTTI) guidance in the U.S. GAAP for debt
securities to make the guidance more operational and to improve the
presentation and disclosure of OTTI on debt and equity securities in the
financial statements. This FSP does not amend existing recognition and
measurement guidance related to OTTI of equity securities. This FSP also
requires increased and more timely disclosures sought by investors regarding
expected cash flows, credit losses, and an aging of securities with unrealized
losses. FSP SFAS No. 115-2 and SFAS No. 124-2 is effective for
interim and annual reporting periods ending after June 15, 2009. If a
reporting entity elects to adopt early either FSP SFAS No. 157-4 or FSP
SFAS No. 107-1 and APB 28-1, the reporting entity also is required to
adopt early this FSP. This FSP does not require disclosures for earlier periods
presented for comparative purposes at initial adoption. In periods after
initial adoption, this FSP requires comparative disclosures only for periods
ending after initial adoption. The adoption of FSP SFAS No. 115-2 and SFAS
No. 124-2 did not have a material impact on our consolidated financial
statements.
In April 2009, the FASB issued FSP SFAS No. 107-1
and APB 28-1,
Interim Disclosures about Fair
Value of Financial Instruments
, amends SFAS No. 107,
Disclosure about Fair Value of Financial Instruments
,
to require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB
Opinion No. 28,
Interim Financial
Reporting
, to require those disclosures in summarized financial
information at interim reporting periods. FSP SFAS No. 107-1 and APB 28-1
is effective for interim and annual reporting periods ending after June 15,
2009. If a reporting entity elects to adopt early either FSP SFAS No. 157-4
or FSP SFAS No. 115-2 and SFAS No. 124-2, the reporting entity also
is required to adopt early this FSP. This FSP does not require disclosures for
earlier periods presented for comparative purposes at initial adoption. In
periods after initial adoption, this FSP requires comparative disclosures only
for periods ending after initial adoption. The adoption of FSP SFAS No. 107-1
and APB 28-1did not have a material impact on our consolidated financial
statements.
17
Table of Contents
In May 2009, the FASB issued SFAS No. 165,
Subsequent Events
, to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. SFAS No. 165 is to be applied to the accounting for and
disclosure of subsequent events, and is applied to both interim and annual
financial statements. This statement does not apply to subsequent events or
transactions that are within the scope of other applicable GAAP that provide
different guidance on the accounting treatment for subsequent events or
transactions. SFAS No. 165 is effective for interim or annual financial
periods ending after June 15
, 2009. Events that occurred
subsequent to June 30, 2009 have been evaluated by the Companys
management in accordance with SFAS 165 through the time of filing this report
on August 10, 2009. The
adoption of SFAS No. 165 did not have a material impact on our
consolidated financial statements.
In June 2009, the FASB issued SFAS No. 166,
Accounting for Transfers of Financial Assets
, an amendment of SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.
This statement is to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer
of financial assets; the effects of a transfer on its financial position,
financial performance and cash flows; and a transferors continuing
involvement, if any, in transferred financial assets. SFAS No. 166
addresses (1) practices that have developed since the issuance of SFAS No. 140
that are not consistent with the original intent and key requirements of that
statement, and (2) concerns of financial statement users that many of the
financial assets (and related obligations) that have been derecognized should
continue to be reported in the financial statements of transferors. SFAS No. 166
is effective at the beginning of each reporting entitys first annual reporting
period that begins after November 15, 2009, for interim periods within
that first annual reporting period, and for interim and annual periods
thereafter. Early adoption is prohibited. This statement must be applied to
transfers occurring on or after the effective date. However, the disclosure
provisions of this statement should be applied to transfers that occurred both
before and after the effective date. Additionally, on and after the effective
date, the concept of qualifying special-purpose entity (SPE) is no longer
relevant for accounting purposes. Therefore, formerly qualifying SPEs, as
defined under previous accounting standards, should be evaluated for
consolidation by reporting entities on and after the effective date in
accordance with the applicable consolidation guidance. We are in the process of
evaluating the impact that the adoption of SFAS No. 166 will have on our
consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167,
Amendments to FASB Interpretation No. 46 (R),
to improve financial reporting by enterprises involved with variable interest
entities (VIEs). SFAS No. 167 addresses: (1) the effects on certain
provisions of FASB Interpretation No. (FIN) 46R,
Consolidation
of Variable Interest Entities
, as a result of the elimination of the
qualifying SPE concept in SFAS No. 166, and (2) constituent concerns
about the application of certain key provisions of FIN 46R, including those in
which the accounting and disclosures under FIN 46R do not always provide timely
and useful information about an enterprises involvement in a VIE. SFAS No. 167
is effective at the beginning of each reporting entitys first annual reporting
period that begins after November 15, 2009, for interim periods within
that first annual reporting period, and for interim and annual periods
thereafter. Early adoption is prohibited. We are in the process of evaluating
the impact that the adoption of SFAS No. 166 will have on our consolidated
financial statements.
In June 2009, the FASB issued SFAS No. 168,
The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles,
a replacement of SFAS No. 162,
The
Hierarchy of Generally Accepted Accounting Principles
. The
FASB Accounting Standards Codification (Codification) will become the source
of authoritative U.S. GAAP recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. On
the effective date of this statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative. SFAS No. 168
is effective for interim and annual financial statements issued after September 15,
2009. We will adopt SFAS No. 168 in
the third quarter of 2009 and are in the process of evaluating the impact that
the adoption will have on our consolidated financial statements.
18
Table of Contents
Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations
This
discussion
presents
managements
analysis
of
our
results
of
operations
for
the
three
and
six
months
ended
June
30,
2009
and
2008,
financial
condition
as
of
June
30,
2009
and
December
31,
2008,
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
8, including the following:
·
If a significant
number of clients 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.
·
Liquidity risk
could impair our ability to fund operations, meet our obligations as they
become due and jeopardize our financial condition.
·
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
debentures and Series A Preferred Stock 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.
·
Recent negative
developments in the financial industry and U.S. and global credit markets may
affect our operations and results.
·
Governmental
responses to recent market disruptions may be inadequate and may have
unintended consequences.
·
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.
19
Table of Contents
·
If we fail to
retain our key employees, our growth and profitability could be adversely
affected.
·
We may be unable
to manage future growth.
·
Our expenses
will increase as a result of increases in FDIC insurance premiums.
·
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 may
experience goodwill impairment.
·
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.
·
As participants
in the United States Department of the Treasurys Capital Purchase Program, we
are subject to additional regulations and legislation that may not be
applicable to other financial institution competitors.
·
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 previously issued and 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, 2008 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.
Acquisition
On June 26,
2009, we acquired the banking operations of Mirae from the FDIC. We acquired approximately $395.6 million of
assets and assumed $374.0 million of liabilities. We also entered into loss
sharing agreements with the FDIC in connection with the Mirae acquisition. Under the loss sharing agreements, the FDIC
will share in the losses on assets covered under the agreements, which
generally include loans acquired from Mirae and foreclosed loan collateral
existing at June 26, 2009 (referred to collectively as covered
assets). With respect to losses of up
to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for
80 percent of the losses. On losses exceeding $83.0 million, the
FDIC has agreed to reimburse us for 95 percent of the losses. The
loss sharing agreements are subject to our compliance with servicing procedures
specified in the agreements with the FDIC.
The term for the FDICs loss sharing on
single family loans
is ten years, and the term for loss sharing
on non-
single family loans
is five years with respect to losses and eight years with respect to
loss recoveries.
The
Mirae acquisition was accounted for under the purchase method of accounting in
accordance to SFAS No. 1
41
R. The Company recorded a SFAS No. 141R
bargain purchase
gain totaling $21.7 million resulting from
the acquisition, which is a component of noninterest income on our statement of
income. The amount of the gain is equal to the amount by which the fair value
of assets purchased exceeded the fair value of liabilities assumed (see note 3
of our Consolidated Financial Statements).
20
Table of Contents
Selected Financial Data
The following table presents selected historical
financial information as of June 30, 2009, December 31, 2008, and June 30,
2008 and for the three and six months ended June 30, 200
9 and 2008. 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)
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Net
income available to common shareholders
|
|
$
|
12,848
|
|
$
|
7,429
|
|
$
|
14,988
|
|
$
|
14,480
|
|
Net
income per common share, basic
|
|
0.44
|
|
0.25
|
|
0.51
|
|
0.49
|
|
Net
income per common share, diluted
|
|
0.44
|
|
0.25
|
|
0.51
|
|
0.49
|
|
Net
interest income before provision for loan losses and off-balance sheet
commitments
|
|
20,981
|
|
20,333
|
|
40,645
|
|
40,077
|
|
|
|
|
|
|
|
|
|
|
|
Average balances:
|
|
|
|
|
|
|
|
|
|
Assets
|
|
2,691,465
|
|
2,303,278
|
|
2,608,802
|
|
2,257,288
|
|
Cash
and cash equivalents
|
|
198,478
|
|
75,677
|
|
152,205
|
|
75,939
|
|
Investment
securities
|
|
324,302
|
|
228,806
|
|
305,532
|
|
225,665
|
|
Net
loans
|
|
2,060,306
|
|
1,911,835
|
|
2,045,532
|
|
1,870,362
|
|
Total
deposits
|
|
2,000,690
|
|
1,726,147
|
|
1,917,049
|
|
1,715,484
|
|
Shareholders
equity
|
|
262,437
|
|
181,645
|
|
260,764
|
|
178,488
|
|
Performance Ratios:
|
|
|
|
|
|
|
|
|
|
Annualized
return on average assets
|
|
2.04
|
%
|
1.29
|
%
|
1.29
|
%
|
1.28
|
%
|
Annualized
return on average equity
|
|
20.95
|
%
|
16.36
|
%
|
12.89
|
%
|
16.22
|
%
|
Net
interest margin
|
|
3.33
|
%
|
3.78
|
%
|
3.33
|
%
|
3.81
|
%
|
Efficiency
ratio
|
|
28.40
|
%
|
48.39
|
%
|
35.72
|
%
|
48.74
|
%
|
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
Tier
1 capital to adjusted total assets
|
|
12.30
|
%
|
10.21
|
%
|
|
|
|
|
Tier
1 capital to risk-weighted assets
|
|
13.26
|
%
|
11.55
|
%
|
|
|
|
|
Total
capital to risk-weighted assets
|
|
14.75
|
%
|
13.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
December 31, 2008
|
|
June 30, 2008
|
|
|
|
Period-end balances as of:
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
3,174,111
|
|
$
|
2,450,011
|
|
$
|
2,359,312
|
|
|
|
Investment
securities
|
|
427,838
|
|
229,275
|
|
233,226
|
|
|
|
Total
loans, net of unearned income and allowance for loan losses
|
|
2,399,707
|
|
2,051,528
|
|
1,986,601
|
|
|
|
Total
deposits
|
|
2,451,603
|
|
1,812,601
|
|
1,739,289
|
|
|
|
Junior
subordinated debentures
|
|
87,321
|
|
87,321
|
|
87,321
|
|
|
|
FHLB
borrowings
|
|
331,000
|
|
260,000
|
|
320,000
|
|
|
|
Shareholders
equity
|
|
269,158
|
|
255,060
|
|
181,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
(net of SBA guaranteed portion)
|
|
|
|
|
|
|
|
|
|
Net
charge-off to average total loans for the quarter
|
|
0.34
|
%
|
2.60
|
%
|
0.01
|
%
|
|
|
Non-performing
loans to total loans
|
|
3.74
|
%
|
0.76
|
%
|
0.83
|
%
|
|
|
Non-performing
assets to total loans and other real estate owned
|
|
3.98
|
%
|
0.89
|
%
|
0.85
|
%
|
|
|
Allowance
for loan losses to total loans
|
|
1.62
|
%
|
1.43
|
%
|
1.18
|
%
|
|
|
Allowance
for loan losses to non-performing loans
|
|
43.15
|
%
|
189.27
|
%
|
142.64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses (non-covered loans only)
|
|
|
|
|
|
|
|
|
|
(net of SBA guaranteed portion)
|
|
|
|
|
|
|
|
|
|
Allowance
for Loan Losses
|
|
$
|
38,758
|
|
|
|
|
|
|
|
Allowance
for Loan Losses/Non-Covered Loans
|
|
1.83
|
%
|
|
|
|
|
|
|
Non-Covered
Nonperforming Assets/Non-Covered Loans
|
|
2.67
|
%
|
|
|
|
|
|
|
Non-Covered
Nonperforming Loans/Non-Covered Loans
|
|
1.95
|
%
|
|
|
|
|
|
|
Allowance
for Loan Losses/Non-Covered Nonperforming Loans
|
|
68.59
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Table of Contents
Executive
Overview
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 diversified ethnic groups.
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.
Pursuant to
the acquisition on June 26, 2009, five commercial banking branches,
operated by Mirae and located within the southern California, were integrated
into our branch network immediately after the acquisition. In addition,
we also have five loan production
offices in Aurora, Colorado (the Denver area); Atlanta, Georgia; Dallas, Texas;
Houston, Texas; and Annandale, Virginia.
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 losses on loans, 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 believe that 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 could have an impact on our net income.
Our
significant accounting policies are described in greater detail in our 200
8 Annual Report on Form 10-K in the
Critical Accounting Policies section of Managements Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to
the Consolidated Financial Statements (Summary of Significant Accounting
Policies) of this report, which are essential to understanding Managements
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,
2009.
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
other 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).
Net
income applicable to common
shareholders for the second quarter of 2009 was $5.4 million more
than the same quarter of 2008, largely attributable to a SFAS No. 141R bargain purchase gain of $21.7 million in connection with our acquisition of Mirae and
higher net interest income, which was partially
offset by higher provision for loan losses, higher noninterest expense and an
increase in income tax provision. A $0.6 million, or 3%, increase in net
interest income was primarily attributable
to growth in average balances of loans and lower rates paid on interest-bearing
liabilities, and was partially
offset by lower yields on loans,
higher average balances of interest-bearing liabilities and lower average
balances of investments. Non-interest income rose $23.0 million, primarily due to the SFAS 141R bargain purchase gain related to our acquisition of Mirae.
22
Table of Contents
Our
average interest-earning assets increased to $
2.52 billion in the second quarter of 2009, as compared with $2.15 billion in the same quarter of 2008, and average net loans increased to $2.06 billion in the second quarter of
2009, as compared with $1.91 billion in the same quarter of 2008.
Average interest-bearing deposits
increased to $1.71 billion
in the second quarter of 2009, as
compared with $1.42 billion in the
same quarter of 2008. Average FHLB
advances and other borrowings have significantly increased to $408.8 million in
the second quarter of 2009 from $369.2 million in the same quarter of
last year (see Financial Condition-Deposits and Other Sources of Funds
below), while the average balance on our junior subordinated debentures stayed
unchanged at $87.3 million for the second quarter of 2009 and 2008. As a
result, average interest bearing liabilities increased to $2.12 billion in the
second quarter of 2009, as compared with $1.79 billion in the second quarter of
2008.
The federal funds rate reductions of 25 and 175 basis
points in second quarter and fourth quarter of 2008, respectively, have
resulted in a
decrease in
our earning-asset yields as well as our cost of funds. The average yields on
our interest-earning assets decreased to 5.62% for the second quarter of 2009 from 6.83% 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 2.69% for the second
quarter of 2009 from 3.65% for the prior years same quarter. Consequently, our
net interest spread and net interest margin decreased to 2.91% and 3.33%,
respectively, for the second quarter of 2009, as compared with 3.17% and 3.78%
for the second quarter of the prior year.
Our
earning-asset yields have decreased in line with our cost of funds. Interest income
decreased to $35.2 million for the second quarter of 2009, as compared with
$36.7 million for the prior years same period, while interest expense
decreased to $14.2 million for the second quarter of 2009, as compared with
$16.3 million for the quarter a year ago. As a result, net interest income
increased to $21.0 million for the
second quarter in 2009.
23
Table of Contents
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:
Distribution, Yield and Rate Analysis of Net
Interest Income
(dollars in thousands)
|
|
For the Quarter Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
|
|
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)
|
|
$
|
2,060,306
|
|
$
|
31,234
|
|
6.06%
|
|
$
|
1,911,836
|
|
$
|
33,978
|
|
7.11%
|
|
Investment
securities government sponsored agencies
|
|
287,719
|
|
2,811
|
|
3.91%
|
|
213,961
|
|
2,467
|
|
4.61%
|
|
Other
investment securities(2)
|
|
36,583
|
|
383
|
|
5.96%
|
|
14,845
|
|
171
|
|
4.60%
|
|
Interest
on federal fund sold
|
|
133,139
|
|
777
|
|
2.34%
|
|
8,546
|
|
49
|
|
2.27%
|
|
Total
interest-earning assets
|
|
2,517,747
|
|
35,205
|
|
5.62%
|
|
2,149,188
|
|
36,665
|
|
6.82%
|
|
Cash
and due from banks
|
|
65,386
|
|
|
|
|
|
67,131
|
|
|
|
|
|
Other
assets
|
|
108,332
|
|
|
|
|
|
86,959
|
|
|
|
|
|
Total
assets
|
|
$
|
2,691,465
|
|
|
|
|
|
$
|
2,303,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market deposits
|
|
$
|
436,066
|
|
2,774
|
|
2.54%
|
|
$
|
393,182
|
|
2,998
|
|
3.05%
|
|
Super
NOW deposits
|
|
19,142
|
|
46
|
|
0.95%
|
|
22,533
|
|
76
|
|
1.35%
|
|
Savings
deposits
|
|
48,511
|
|
444
|
|
3.66%
|
|
35,995
|
|
299
|
|
3.32%
|
|
Time
certificates of deposit in denominations of $100,000 or more
|
|
994,514
|
|
6,751
|
|
2.72%
|
|
795,081
|
|
7,720
|
|
3.88%
|
|
Other
time deposits
|
|
210,020
|
|
1,761
|
|
3.35%
|
|
173,783
|
|
1,771
|
|
4.08%
|
|
FHLB
advances and other borrowings
|
|
321,434
|
|
1,622
|
|
2.02%
|
|
281,846
|
|
2,356
|
|
3.34%
|
|
Junior
subordinated debenture
|
|
87,321
|
|
826
|
|
3.78%
|
|
87,321
|
|
1,112
|
|
5.09%
|
|
Total
interest-bearing liabilities
|
|
2,117,008
|
|
14,224
|
|
2.69%
|
|
1,789,741
|
|
16,332
|
|
3.65%
|
|
Non-interest-bearing
deposits
|
|
292,778
|
|
|
|
|
|
305,573
|
|
|
|
|
|
Total
deposits and other borrowings
|
|
2,409,786
|
|
|
|
|
|
2,095,314
|
|
|
|
|
|
Other
liabilities
|
|
18,690
|
|
|
|
|
|
26,319
|
|
|
|
|
|
Shareholders
equity
|
|
262,989
|
|
|
|
|
|
181,645
|
|
|
|
|
|
Total
liabilities and shareholders equity
|
|
$
|
2,691,465
|
|
|
|
|
|
$
|
2,303,278
|
|
|
|
|
|
Net
interest income
|
|
|
|
$
|
20,981
|
|
|
|
|
|
$
|
20,333
|
|
|
|
Net
interest spread(3)
|
|
|
|
|
|
2.93%
|
|
|
|
|
|
3.17%
|
|
Net
interest margin(4)
|
|
|
|
|
|
3.36%
|
|
|
|
|
|
3.78%
|
|
(1)
Net loan fees have been included in the calculation of interest income. Loan fees
were approximately $523,000 and $1,187,000 for the quarters ended June 30,
2009 and 2008, respectively. Loans are net of the
allowance for losses on loans, deferred fees, unearned income and related
direct costs, but include those loans placed
on non-accrual status.
(2) Interest income on a tax equivalent basis for tax-advantaged
income of $162,000 and $41,000 for the three months ended June 30, 2009
and 2008, respectively, were not included in the computation of yields.
(3)
Represents the average rate earned on interest-earning
assets less the average rate paid on interest-bearing liabilities.
(4)
Represents net interest income as a percentage of average
interest-earning assets.
24
Table of Contents
Distribution, Yield and Rate Analysis of Net
Interest Income
(dollars in thousands)
|
|
For the Six Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
|
|
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)
|
|
$
|
2,045,532
|
|
$
|
61,428
|
|
6.01%
|
|
$
|
1,870,362
|
|
$
|
69,296
|
|
7.41%
|
|
Investment
securities government sponsored agencies
|
|
274,746
|
|
5,478
|
|
3.99%
|
|
209,137
|
|
4,845
|
|
4.63%
|
|
Other
investment securities(2)
|
|
30,786
|
|
658
|
|
5.96%
|
|
16,528
|
|
377
|
|
4.56%
|
|
Interest
on federal fund sold
|
|
89,631
|
|
1,066
|
|
2.38%
|
|
9,199
|
|
129
|
|
2.81%
|
|
Total
interest-earning assets
|
|
2,440,695
|
|
68,630
|
|
5.65%
|
|
2,105,226
|
|
74,647
|
|
7.09%
|
|
Cash
and due from banks
|
|
62,598
|
|
|
|
|
|
66,741
|
|
|
|
|
|
Other
assets
|
|
105,509
|
|
|
|
|
|
85,321
|
|
|
|
|
|
Total
assets
|
|
$
|
2,608,802
|
|
|
|
|
|
$
|
2,257,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market deposits
|
|
$
|
399,602
|
|
5,106
|
|
2.56%
|
|
$
|
394,888
|
|
6,723
|
|
3.40%
|
|
Super
NOW deposits
|
|
19,348
|
|
91
|
|
0.94%
|
|
22,527
|
|
155
|
|
1.38%
|
|
Savings
deposits
|
|
45,890
|
|
837
|
|
3.65%
|
|
34,306
|
|
548
|
|
3.19%
|
|
Time
certificates of deposit in denominations of $100,000 or more
|
|
964,175
|
|
13,420
|
|
2.78%
|
|
791,855
|
|
16,519
|
|
4.17%
|
|
Other
time deposits
|
|
203,401
|
|
3,504
|
|
3.45%
|
|
168,888
|
|
3,657
|
|
4.33%
|
|
FHLB
advances and other borrowings
|
|
324,373
|
|
3,280
|
|
2.02%
|
|
249,720
|
|
4,399
|
|
3.52%
|
|
Junior
subordinated debenture
|
|
87,321
|
|
1,747
|
|
4.00%
|
|
87,321
|
|
2,569
|
|
5.88%
|
|
Total
interest-bearing liabilities
|
|
2,044,110
|
|
27,985
|
|
2.74%
|
|
1,749,505
|
|
34,570
|
|
3.95%
|
|
Non-interest-bearing
deposits
|
|
284,804
|
|
|
|
|
|
303,019
|
|
|
|
|
|
Total
deposits and other borrowings
|
|
2,328,914
|
|
|
|
|
|
2,052,524
|
|
|
|
|
|
Other
liabilities
|
|
18,847
|
|
|
|
|
|
26,276
|
|
|
|
|
|
Shareholders
equity
|
|
261,041
|
|
|
|
|
|
178,488
|
|
|
|
|
|
Total
liabilities and shareholders equity
|
|
$
|
2,608,802
|
|
|
|
|
|
$
|
2,257,288
|
|
|
|
|
|
Net
interest income
|
|
|
|
$
|
40,645
|
|
|
|
|
|
$
|
40,077
|
|
|
|
Net
interest spread(3)
|
|
|
|
|
|
2.91%
|
|
|
|
|
|
3.14%
|
|
Net
interest margin(4)
|
|
|
|
|
|
3.36%
|
|
|
|
|
|
3.81%
|
|
(1)
Net loan fees have been included in the
calculation of interest income. Loan fees were approximately $1,092,000 and $2,469,000 for the six months ended June 30,
2009 and 2008, respectively. Loans are net of the
allowance for losses on loans, deferred fees, unearned income and related
direct costs, but include those loans placed
on non-accrual status.
(2) Interest income on a tax equivalent basis for tax-advantaged
income of $259,000 and $83,000 for the six months ended June 30, 2009 and
2008, respectively, were not included in the computation of yields.
(3)
Represents the average rate earned on interest-earning
assets less the average rate paid on interest-bearing liabilities.
(4)
Represents net interest income as a percentage of average
interest-earning assets.
25
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,
|
|
Six Months Ended June 30,
|
|
|
|
2009 vs. 2008
|
|
2009 vs. 2008
|
|
|
|
Increase (Decrease) Due to Change In
|
|
Increase (Decrease) Due to Change In
|
|
|
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loans (1)
|
|
$
|
2,505
|
|
$
|
(5,249
|
)
|
$
|
(2,744
|
)
|
$
|
6,083
|
|
$
|
(13,951
|
)
|
$
|
(7,868
|
)
|
Securities
of U.S. government agencies
|
|
761
|
|
(417
|
)
|
344
|
|
1,374
|
|
(741
|
)
|
633
|
|
Other
investment securities
|
|
229
|
|
(17
|
)
|
212
|
|
306
|
|
(25
|
)
|
281
|
|
Interest
on federal fund sold
|
|
727
|
|
1
|
|
728
|
|
960
|
|
(23
|
)
|
937
|
|
Total
interest income
|
|
$
|
4,222
|
|
$
|
(5,682
|
)
|
$
|
(1,460
|
)
|
$
|
8,723
|
|
$
|
(14,740
|
)
|
$
|
(6,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market deposits
|
|
$
|
305
|
|
$
|
(529
|
)
|
$
|
(224
|
)
|
$
|
79
|
|
$
|
(1,696
|
)
|
$
|
(1,617
|
)
|
Super
NOW deposits
|
|
(10
|
)
|
(20
|
)
|
(30
|
)
|
(19
|
)
|
(45
|
)
|
(64
|
)
|
Savings
deposits
|
|
112
|
|
33
|
|
145
|
|
203
|
|
86
|
|
289
|
|
Time
certificates of deposit in denominations of $100,000 or more
|
|
1,672
|
|
(2,641
|
)
|
(969
|
)
|
3,122
|
|
(6,221
|
)
|
(3,099
|
)
|
Other
time deposits
|
|
334
|
|
(344
|
)
|
(10
|
)
|
671
|
|
(824
|
)
|
(153
|
)
|
FHLB
advances and other borrowings
|
|
298
|
|
(1,032
|
)
|
(734
|
)
|
1,085
|
|
(2,204
|
)
|
(1,119
|
)
|
Junior
subordinated debenture
|
|
|
|
(286
|
)
|
(286
|
)
|
|
|
(822
|
)
|
(822
|
)
|
Total
interest expense
|
|
2,711
|
|
(4,819
|
)
|
(2,108
|
)
|
5,141
|
|
(11,726
|
)
|
(6,585
|
)
|
Change
in net interest income
|
|
$
|
1,511
|
|
$
|
(863
|
)
|
$
|
648
|
|
$
|
3,582
|
|
$
|
(3,014
|
)
|
$
|
568
|
|
(1)
Net loan fees have been included in the
calculation of interest income. Loan
fees were approximately $523,000 and $1,187,000
for the quarters ended June 30, 2009 and 2008, respectively, and
approximately $1,092,000 and $2,469,000 for the six months ended June 30,
2009 and 2008, 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 Losses on Loans and Loan
Commitments
Given
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 credit or letters of credit. The charges made for our outstanding loan
portfolio are credited to allowance for losses on loans, whereas charges for
off-balance sheet items are credited to reserve for off-balance sheet items,
which is presented as a component
of other liabilities.
Although we continue to enhance our loan underwriting
standards and maintain proactive credit follow-up procedures, we experienced a
deterioration of credit in our loan portfolio because of the weak economy and
the decline in the real estate market. We recorded
a provision for losses on loans and loan commitments of $12.1 million in the second
quarter of 2009, as compared with a provision of $1.4
million for the prior years same quarter. The provision for loan and
off-balance sheet losses in the first half of 2009 was $18.8 million, as
compared to $2.8 million in the first half of 2008. The increase in the
provision for losses on loans and loan
commitments was primarily to keep pace with the continued growth of our
loan portfolio and an increase of non-performing loans (see Financial
Condition - Nonperforming Assets below for further discussion). The $1.4 million provision in the second
quarter of 2008 was net of recoveries of $256,000 to the reserves for loan
commitments. Our procedures for monitoring the adequacy of the allowance
for losses on loans and loan commitments, as well as detailed
information concerning the allowance itself, are described in the section
entitled Allowance for Losses
on Loans and Loan Commitments below. Losses on Mirae loans purchased from the FDIC are covered by a loss-sharing agreement with the FDIC. Pursuant to SOP 03-3, there is
no requirement for the allowance for losses on loans which are purchased at the
fair value from FDIC.
26
Table of Contents
Non-interest Income
Total
non-interest income increased to $28.6 million in the second quarter of 200
9, as compared with $5.6 million in the same
quarter a year ago. Non-interest income as a percentage of average
assets was 1.06% and 0.24% in the second quarter of 2009 and 2008,
respectively. The increase was primarily caused by the pre-tax gain of $21.7
million related to the Mirae
acquisition.
The
following table sets forth the various components of our non-interest income
for the periods indicated:
Non-interest Income
(dollars in thousands)
|
|
2009
|
|
|
|
2008
|
|
|
|
For Three Months Ended June 30,
|
|
(Amount)
|
|
(%)
|
|
(Amount)
|
|
(%)
|
|
Service
charges on deposit accounts
|
|
$
|
3,125
|
|
10.9
|
%
|
$
|
3,043
|
|
54.3
|
%
|
Loan-related
servicing fees
|
|
780
|
|
2.7
|
%
|
772
|
|
13.8
|
%
|
Gain
on sale of loans
|
|
307
|
|
1.1
|
%
|
918
|
|
16.4
|
%
|
Income
from other earning assets
|
|
197
|
|
0.7
|
%
|
392
|
|
7.0
|
%
|
Gain
from acquisition of Mirae Bank
|
|
21,679
|
|
75.8
|
%
|
|
|
0.0
|
%
|
Other
income
|
|
2,502
|
|
8.8
|
%
|
482
|
|
8.5
|
%
|
Total
|
|
$
|
28,590
|
|
100.0
|
%
|
$
|
5,607
|
|
100.0
|
%
|
Average
assets
|
|
$
|
2,691,465
|
|
|
|
$
|
2,303,278
|
|
|
|
Non-interest
income as a % of average assets
|
|
|
|
1.06
|
%
|
|
|
0.24
|
%
|
|
|
2009
|
|
|
|
2008
|
|
|
|
For Six Months Ended June 30,
|
|
(Amount)
|
|
(%)
|
|
(Amount)
|
|
(%)
|
|
Service
charges on deposit accounts
|
|
$
|
6,024
|
|
18.6
|
%
|
$
|
5,791
|
|
53.8
|
%
|
Loan-related
servicing fees
|
|
1,744
|
|
5.4
|
%
|
1,448
|
|
13.5
|
%
|
Gain
on sale of loans
|
|
(524
|
)
|
-1.6
|
%
|
1,782
|
|
16.6
|
%
|
Income
from other earning assets
|
|
392
|
|
1.2
|
%
|
710
|
|
6.6
|
%
|
Gain
from acquisition of Mirae Bank
|
|
21,679
|
|
67.1
|
%
|
|
|
0.0
|
%
|
Other
income
|
|
3,012
|
|
9.3
|
%
|
1,029
|
|
9.5
|
%
|
Total
|
|
$
|
32,327
|
|
100.0
|
%
|
$
|
10,760
|
|
100.0
|
%
|
Average
assets
|
|
$
|
2,608,802
|
|
|
|
$
|
2,257,288
|
|
|
|
Non-interest
income as a % of average assets
|
|
|
|
1.24
|
%
|
|
|
0.48
|
%
|
Our
largest source of non-interest income
in the second quarter of 2009 was the pre-tax SFAS 141R bargain purchase gain of $21.7
million resulting from our acquisition of Mirae, which
represented about 76% of our total
non-interest income. The remaining $1.3
million increase in non-interest income between the second quarter of 2009 and the same quarter in 2008 was primarily
due to a $1.6 million gain on sale of securities investments, which is included
in other income in the above table. We
also recorded gain on sale of SBA loans of $0.3 million in the second quarter
of 2009 which was offset by $0.8 million in losses on sale of commercial loans
in the first quarter of 2009 resulting in a net loss on the sale of loans of $0.5 million for the six months ended June 30,
2009.
Non-interest Expense
Consistent
with
changes in our noninterest income, total noninterest expense
increased to $14.1 million in the second quarter of 2009, from $12.6 million in the same period of 2008.
Non-interest expenses as a percentage of average assets were maintained at low
levels of 0.52% and 0.55% in the first quarter of 2009 and 2008, respectively.
Our efficiency ratio was 28.4% in the second quarter of 2009, as compared with
48.4% in the same period a year ago.
27
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)
For the Quarter Ended June 30,
|
|
2009
|
|
2008
|
|
Salaries
and employee benefits
|
|
$
|
5,988
|
|
51.8
|
%
|
$
|
7,655
|
|
61.0
|
%
|
Occupancy
and equipment
|
|
1,682
|
|
14.0
|
%
|
1,492
|
|
11.9
|
%
|
Data
processing
|
|
845
|
|
6.9
|
%
|
771
|
|
6.2
|
%
|
Deposit
insurance premium
|
|
2,178
|
|
5.1
|
%
|
299
|
|
2.4
|
%
|
Professional
fees
|
|
575
|
|
2.9
|
%
|
454
|
|
3.6
|
%
|
Outsourced
service for customer
|
|
210
|
|
2.2
|
%
|
392
|
|
3.1
|
%
|
Advertising
|
|
360
|
|
1.9
|
%
|
174
|
|
1.4
|
%
|
Office
supplies
|
|
173
|
|
1.3
|
%
|
104
|
|
0.8
|
%
|
Communications
|
|
107
|
|
0.9
|
%
|
100
|
|
0.8
|
%
|
Directors
fees
|
|
98
|
|
0.8
|
%
|
105
|
|
0.8
|
%
|
Investor
relation expenses
|
|
74
|
|
0.4
|
%
|
102
|
|
0.8
|
%
|
Amortization
of investments in affordable housing partnerships
|
|
312
|
|
2.4
|
%
|
175
|
|
1.4
|
%
|
Amortization
of other intangible assets
|
|
74
|
|
0.6
|
%
|
74
|
|
0.6
|
%
|
Other
operating
|
|
1,400
|
|
8.8
|
%
|
657
|
|
5.2
|
%
|
Total
|
|
$
|
14,076
|
|
100.0
|
%
|
$
|
12,554
|
|
100.0
|
%
|
Average
assets
|
|
$
|
2,691,465
|
|
|
|
$
|
2,303,278
|
|
|
|
Non-interest
expenses as a % of average assets
|
|
|
|
0.52
|
%
|
|
|
0.55
|
%
|
|
|
|
|
|
|
|
|
|
|
For the
Six Months Ended June 30,
|
|
2009
|
|
2008
|
|
Salaries
and employee benefits
|
|
$
|
12,195
|
|
46.8
|
%
|
$
|
14,631
|
|
59.0
|
%
|
Occupancy
and equipment
|
|
3,358
|
|
12.9
|
%
|
2,917
|
|
11.8
|
%
|
Data
processing
|
|
1,672
|
|
6.4
|
%
|
1,536
|
|
6.2
|
%
|
Deposit
insurance premium
|
|
2,789
|
|
10.7
|
%
|
629
|
|
2.6
|
%
|
Professional
fees
|
|
917
|
|
3.5
|
%
|
954
|
|
3.9
|
%
|
Outsourced
service for customer
|
|
478
|
|
1.8
|
%
|
841
|
|
3.4
|
%
|
Advertising
|
|
593
|
|
2.3
|
%
|
352
|
|
1.4
|
%
|
Office
supplies
|
|
333
|
|
1.3
|
%
|
321
|
|
1.3
|
%
|
Communications
|
|
210
|
|
0.8
|
%
|
223
|
|
0.9
|
%
|
Directors
fees
|
|
191
|
|
0.7
|
%
|
201
|
|
0.8
|
%
|
Investor
relation expenses
|
|
126
|
|
0.5
|
%
|
181
|
|
0.7
|
%
|
Amortization
of investments in affordable housing partnerships
|
|
600
|
|
2.3
|
%
|
349
|
|
1.4
|
%
|
Amortization
of other intangible assets
|
|
148
|
|
0.6
|
%
|
148
|
|
0.6
|
%
|
Other
operating
|
|
2,452
|
|
9.4
|
%
|
1,494
|
|
6.0
|
%
|
Total
|
|
$
|
26,062
|
|
100.0
|
%
|
$
|
24,777
|
|
100.0
|
%
|
Average
assets
|
|
$
|
2,608,802
|
|
|
|
$
|
2,257,288
|
|
|
|
Non-interest
expenses as a % of average assets
|
|
|
|
1.00
|
%
|
|
|
1.10
|
%
|
Salaries
and employee benefits historically represent more than half of
our total non-interest expense and
generally increase as our branch network and business volume expand. However,
due to our continued efforts to
streamline our work force in the second half of 2008, these expenses decreased
to $6.0 million and $12.2 million
in the second quarter and the first half of 2009, respectively, as compared
with $7.7 million and $14.6 million for
the prior years same period. The decrease
was the result of the tight control of compensation
expense. Although additional
staffing was necessitated by our third New York office opening in March 2009,
we have successfully controlled and maintained the total number of employee
headcount through effective allocation of our human resources. The number of
full-time equivalent employees was increased to 421 as of June 30, 2009,
as compared with 364 as of June 30,
2008. In addition, our asset growth helped us improve our assets per employee
ratio to $7.5 million at June 30, 2009 from $6.5 million at June 30,
2008.
Occupancy
and equipment expenses represent about 14% of our total noninterest expenses.
These expenses increased to $
1.7 million and $3.4 million in the second quarter and first half of
2009, respectively, as compared with $1.5 million and $2.9 million for the same periods a year ago. The increase was primarily attributable to the additional
lease expenses for our business growth in the past 12 months, our Flushing
branch office opened in March 2009 and we added five new California branch offices as a result of the Mirae acquisition in June 2009.
28
Table
of Contents
Data processing expenses increased to $845,000 and
$1.7 million in the second quarter and first half of 2009, respectively, from
$771,000 and $1.5 million for the same periods a year ago. The increase in data
processing corresponded to the growth of our business.
Deposit insurance premium expenses represent The
Financing Corporation (FICO) and FDIC insurance premium assessments. In the
second quarter and first half of 2009, these expenses totaled $2.2 million and
$2.8 million, respectively, as compared with $299,000 and $629,000 for the
prior years same periods. Recent bank failures coupled with deteriorating
economic conditions have significantly reduced the FDICs deposit insurance
fund reserves. As a result, the FDIC has
significantly increased its deposit assessment premiums for federally insured
financial institutions. There have also
been increases in FDIC assessments resulting from its Temporary Liquidity
Guaranty Program (TLGP), which temporarily increases the deposit coverage
amount for depositors until the end of 2009. In addition, in an effort to
improve its liquidity, FDIC imposed a one-time special assessment of $1.5
million in the second quarter of 2009 which was primarily the reason for
substantially higher expenses in this category in this quarter.
Professional fees generally increase as we grow. They
increased to $575,000 in the second quarter of 2009 compared to $454,000 for
the same period of the prior year. This
increase was primarily due to fees incurred in relation to
our acquisition of Mirae. Professional fees for the first six months of
2009 stayed fairly close to the amount
of such fees for the same period
of the prior year.
Outsourced service costs for customers are payments
made to third parties who provide services that were traditionally paid by the
Banks 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 generally rise in proportion with our
business growth. Nonetheless, as a result of our cost control measures, these
expenses decreased to $210,000 in the second quarter of 200
9, as compared with $392,000 for the prior years same
period. For the first half of 2009, the expenses were $478,000, as compared to
$841,000 for the same period in prior year.
Advertising
and promotional expenses increased to $360,000 and $593,000 in the
second quarter and first half of 2009, respectively, as compared with $174,000
and $352,000 in the same periods a year ago. These expenses represent marketing activities, such as media
advertisements and promotional gifts for customers of newly opened offices,
especially in the new areas such as the east coast market in New York and New Jersey. The increases in the current
quarter and first half of 2009 were primarily attributable to our increased
advertising spending to promote a branch addition in Flushing, New York during March 2009,
and five branch additions in California during June 2009.
Other
non-interest expenses, such as office supplies, communications, directors
fees, and other miscellaneous expenses, were $2.2 million and $
4.1 million for the second quarter and
the first half of 2009, respectively, as compared with $1.3 million and $3.3 million in the same periods a year ago. The
increase represents a normal growth in association with the growth of our
business activities and was consistent with our expectations.
Provision for Income
Taxes
For
the quarter ended June 30, 2009, we made a provision for income taxes of
$9.6 million on pretax net income of $23.4 million, representing an effective
tax rate of 41.2%, as compared with 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% for the same quarter in 2008.
For the first half of 2009, we made a provision for income taxes of
$11.3 million on pretax net income of $28.1
million, representing an effective tax rate of 40.2%, as compared with 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%, for the same
period of 2008.
The
effective tax rates in the second quarter and the first half of 2009 were
higher than those for the prior years same
periods, due mainly to the $21.7 million
SFAS 141R bargain purchase gain
incurred in June 2009 related to the acquisition of Mirae.
29
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 credit 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 a balanced
interest rate-sensitive position, while earning an adequate level of investment
income without taking undue risk. As of June 30,
2009, our investment portfolio is primarily comprised of United States
government agency securities, which account for 91% of the entire investment
portfolio. Our U.S. government agency
securities holdings are all prime/conforming mortgage backed securities, or
MBS, and collateralized mortgage obligations, or CMOs, guaranteed by FNMA,
FHLMC, or GNMA. GNMAs are considered equivalent to U.S. Treasury securities, as
they are backed by the full faith and credit of the U.S. government. Currently,
there are no subprime mortgages in our investment portfolio. Besides the U.S.
government agency securities, we also have 8% investment in municipal debt
securities and 1% investment in corporate debt. Among the 9% of our investment
portfolio that was not comprised of U.S. government securities, 88%, or $31.8
million, carry the top two highest Investment Grade rating of Aaa/AAA or
Aa/AA, while 10%, or $3.6 million, carry an intermediate Investment Grade
rating of at least Baa1/BBB+ or above, and 2%, or 0.6 million, is
unrated. Our investment portfolio does
not contain any government sponsored enterprises, or GSE preferred securities
or any distressed corporate securities that required
other-than-temporary-impairment charges as of June 30, 2009. We classified
our investment securities as held-to-maturity or available-for-sale
pursuant to 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 and losses as a
valuation allowance and any gain or loss is reported on an after-tax basis as a
component of other comprehensive income. Declines in the fair value of
held-to-maturity and available-for-sale investment securities below their cost
that are deemed to be other than temporary are reflected in earnings as
realized losses, and there were no such other-than-temporary-impairment in the
second quarter of 2009. The fair market values of our held-to-maturity and
available-for-sale investment securities were $0.1 million and $427.7 million
, respectively, as of June 30,
2009. We measured and disclosed the fair
value of available-for-sale investment securities pursuant to SFAS No. 157,
FSP SFAS No. 157-3 and FSP SFAS No. 157-4 (see Note 4).
Prices from third party pricing services are often
unavailable for investment securities that are rarely traded or are traded only
in privately negotiated transactions. As a result, certain investment
securities are priced via independent broker quotations which utilize inputs
that may be difficult to corroborate with observable market based data. Additionally,
the majority of these independent broker quotations are non-binding. Therefore,
we will individually examine those investment securities for the appropriate
valuation methodology based on combination of market approach reflecting
current broker prices and a discounted cash flow approach. As required under Financial Accounting
Standards Board (FASB) Emerging Issues Task Force (EITF) 99-20,
Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interest in Securitized Financial Assets
,
and EITF 99-20-1,
Amendments to the
Impairment Guidance of EITF Issue No. 99-20
, we consider all
available information relevant to the collectability of the security, including
information about past events, current conditions, and reasonable and
supportable forecasts, and we consider factors such as remaining payment terms
of the security, prepayment speeds, the financial condition of the issuer(s),
expected defaults, and the value of any underlying collateral.
The
following table summarizes the book value, market value and distribution of our
investment securities as of the dates indicated:
30
Table of Contents
Investment
Securities Portfolio
(dollars
in thousands)
|
|
As of June 30, 2009
|
|
As of December 31, 2008
|
|
|
|
Amortized
Cost
|
|
Market
Value
|
|
Unrealized
Gain
(Loss)
|
|
Amortized Cost
|
|
Market
Value
|
|
Unrealized
Gain
(Loss)
|
|
Held
to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations
|
|
$
|
124
|
|
$
|
121
|
|
$
|
(3
|
)
|
$
|
139
|
|
$
|
135
|
|
$
|
(4
|
)
|
Total
investment securities held to maturity
|
|
$
|
124
|
|
$
|
121
|
|
$
|
(3
|
)
|
$
|
139
|
|
$
|
135
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
securities of government sponsored enterprises
|
|
$
|
26,897
|
|
$
|
26,735
|
|
$
|
(162
|
)
|
$
|
25,952
|
|
$
|
26,187
|
|
$
|
235
|
|
Mortgage
backed securities
|
|
276,594
|
|
280,282
|
|
3,688
|
|
124,549
|
|
125,513
|
|
964
|
|
Collateralized
mortgage obligations
|
|
82,807
|
|
84,771
|
|
1,964
|
|
62,557
|
|
63,303
|
|
746
|
|
Corporate
securities
|
|
2,000
|
|
1,993
|
|
(7
|
)
|
7,048
|
|
6,953
|
|
(95
|
)
|
Municipal
securities
|
|
35,042
|
|
33,933
|
|
(1,109
|
)
|
7,323
|
|
7,180
|
|
(143
|
)
|
Total
investment securities available for sale
|
|
$
|
423,340
|
|
$
|
427,714
|
|
$
|
4,374
|
|
$
|
227,429
|
|
$
|
229,136
|
|
$
|
1,707
|
|
The
following table summarizes the maturity and repricing schedule of our
investment securities at their carrying values at June 30, 200
9:
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
:
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations
|
|
$
|
|
|
$
|
124
|
|
$
|
|
|
$
|
|
|
$
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
Investment
securities of government sponsored enterprises
|
|
|
|
|
|
23,766
|
|
2,969
|
|
26,735
|
|
Mortgage
backed securities
|
|
8,449
|
|
855
|
|
2,055
|
|
268,924
|
|
280,283
|
|
Collateralized
mortgage obligations
|
|
26,184
|
|
50,497
|
|
8,089
|
|
|
|
84,770
|
|
Corporate
securities
|
|
|
|
1,993
|
|
|
|
|
|
1,993
|
|
Municipal
securities
|
|
241
|
|
129
|
|
5,327
|
|
28,236
|
|
33,933
|
|
Total
investment securities available for sale
|
|
$
|
34,874
|
|
$
|
53,598
|
|
$
|
39,237
|
|
$
|
300,129
|
|
$
|
427,838
|
|
Our
investment securities holdings substantially increased to $427.8 million at June 30,
200
9, as compared
with holdings of $229.3 million at
December 31, 2008. Total investment securities as a percentage
of total assets were 13.5% and 9.4% at June 30, 2009 and December 31,
2008, respectively. As of June 30, 2009, investment securities with a carrying
value of $419.0 million were pledged to secure certain deposits.
As of June 30,
200
9, our investment
securities held-to-maturity, which are carried at their amortized costs, stayed
relatively unchanged on a dollar basis at $124,000, as
compared with $139,000 as of December 31, 2008. Our investment securities
available-for-sale, which are stated at their fair market values, increased to
$427.7 million at June 30,
2009 from $229.2 million at December 31, 2008.
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
9 and December 31, 2008:
31
Table of Contents
As of June 30, 2009
|
|
|
|
(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
|
|
$
|
22,806
|
|
$
|
(159
|
)
|
$
|
|
|
$
|
|
|
$
|
22,806
|
|
$
|
(159
|
)
|
Collateralized
mortgage obligations
|
|
1,794
|
|
(21
|
)
|
|
|
|
|
1,794
|
|
(21
|
)
|
Mortgage
backed securities
|
|
46,992
|
|
(100
|
)
|
587
|
|
(3
|
)
|
47,579
|
|
(103
|
)
|
Corporate
securities
|
|
|
|
|
|
1,994
|
|
(7
|
)
|
1,994
|
|
(7
|
)
|
Municipal
securities
|
|
23,946
|
|
(1,427
|
)
|
|
|
|
|
23,946
|
|
(1,427
|
)
|
|
|
$
|
95,538
|
|
$
|
(1,707
|
)
|
$
|
2,581
|
|
$
|
(10
|
)
|
$
|
98,119
|
|
$
|
(1,717
|
)
|
As of December 31, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage
obligations
|
|
$
|
2,642
|
|
$
|
(65
|
)
|
$
|
1,591
|
|
$
|
(17
|
)
|
$
|
4,233
|
|
$
|
(82
|
)
|
Mortgage backed securities
|
|
12,287
|
|
(300
|
)
|
536
|
|
(3
|
)
|
12,823
|
|
(303
|
)
|
Corporate securities
|
|
5,000
|
|
(49
|
)
|
1,953
|
|
(47
|
)
|
6,953
|
|
(96
|
)
|
Municipal securities
|
|
5,712
|
|
(157
|
)
|
|
|
|
|
5,712
|
|
(157
|
)
|
|
|
$
|
25,641
|
|
$
|
(571
|
)
|
$
|
4,080
|
|
$
|
(67
|
)
|
$
|
29,721
|
|
$
|
(638
|
)
|
As of June 30,
200
9, the total
unrealized losses less than 12 months old were $1.7 million, and total
unrealized losses more than 12 months old were $10,000. The aggregate related fair value of
investments with unrealized losses less than 12 months old was $95.5 million at June 30, 2009, and those with unrealized losses more
than 12 months old were $2.6 million. As
of December 31, 2008, the total unrealized losses less than
12 months old were $571,000 and
total unrealized losses more than 12 months old were $67,000. The aggregate related
fair value of investments with unrealized losses less than 12 months old was $25.6 million at December 31, 2008,
and those with unrealized losses more than 12 months old were $4.1 million.
Declines in the
fair value of held-to-maturity and available-for-sale investment securities
below their cost that are deemed to be other than temporary are reflected in
earnings as realized losses. In accordance with guidance from FSP SFAS No.115-2
and SFAS No. 124-2,
Recognition and
Presentation of Other-Than-Temporary Impairments
, the Company
evaluates whether an event or change in circumstances has occurred that may
have a significant adverse effect on the fair value of the investment (an
impairment indicator). In evaluating an other-than-temporary impairment
(OTTI), the Company utilizes a systematic methodology that includes all
documentation of the factors considered.
All available evidence concerning declines in market values below cost
are identified and evaluated in a disciplined manner by management. The steps taken by the Company in evaluating
OTTI are:
·
The
Company first determines whether impairment has occurred. A security is considered impaired if its fair
value is less than its amortized cost basis.
If a debt security is impaired, the Company must assess whether it
intends to sell the security (i.e., whether a decision to sell the security has
been made). If the Company intends to sell the security, an OTTI is considered
to have occurred.
·
If
the Company does not intend to sell the security (i.e., a decision to sell the
security has not been made), it must assess whether it is more likely than not
that it will be required to sell the security before recovery of the amortized
cost basis of the security.
·
Even
if the Company does not intend to sell the security, an OTTI has occurred if
the Company does not expect to recover the entire amortized cost basis (i.e.,
there is a credit loss). Under this
analysis, the Company compares the present value of the cash flows expected to
be collected to the amortized cost basis of the security.
32
Table of Contents
The
Company believes that impairment exists on securities when their fair value is
below amortized cost but an impairment loss has not occurred due to the following
reasons:
·
The Company does not have any intent to sell
any of the securities that are in an unrealized loss position.
·
It is highly unlikely that the Company will
be forced to sell any of the securities that are in an unrealized loss position
before recovery. The Companys Asset
Liability Committee (ALCO) mandated liquidity ratios are well above the minimum
targets and secondary sources of liquidity are excellent.
·
The Company fully expects to recover the
entire amortized cost basis of all the securities that are in an unrealized
loss position. The basis of this
conclusion is that the unrealized loss positions were caused by changes in
interest rates and interest rate spreads and not by default risk.
The
credit profile of the Companys investment portfolio is of the highest
caliber. As of June 30, 2009, our
investment portfolio is primarily comprised of United States government agency
securities, which account for
91.5% of the
entire investment portfolio. Our U.S. government agency securities holdings are
all prime/conforming mortgage backed securities, or MBS, and collateralized
mortgage obligations, or CMOs, 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 8% investment in municipal debt securities and
0.5% investment in corporate debt. Among this
8.5% of our investment portfolio that was not comprised of U.S.
government securities,
88%, or $31.8
million carry the top two highest Investment Grade rating of Aaa/AAA
or Aa/AA, while
10%, or $3.6 million, carry
an intermediate Investment Grade rating of at least Baa1/BBB+ or above, and
2%, or $0.6 million, is unrated.
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
investment securities were primarily attributable to both changes in interest
rates and a repricing of risk in the market.
We have the intent and ability to hold our securities that were in an
unrealized loss position at June 30, 2009 until the market value recovers
or until the securities mature.
Loan Portfolio
Total
loans are the sum of loans receivable and loans held for sale and reported at
their outstanding principal balances net of any unearned income which is
unamortized deferred fees and costs and premiums and discounts.
Interest on loans is accrued daily on a simple interest basis. Total
loans net of unearned income and
allowance for losses on loans increased to $2.36 billion at June 30, 2009, as compared with $2.02 billion
at December 31, 2008. Total loans
net of unearned income as a percentage of total assets as of June 30, 2009 and December 31,
2008 were 75.6% and 83.7%, respectively.
33
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
(dollars
in thousands)
|
|
Amount Outstanding
|
|
|
|
June 30, 2009
|
|
December 31, 2008
|
|
Construction
|
|
$
|
40,517
|
|
$
|
43,180
|
|
Real
estate secured
|
|
1,897,530
|
|
1,599,627
|
|
Commercial
and industrial
|
|
448,786
|
|
389,217
|
|
Consumer
|
|
18,489
|
|
23,669
|
|
Total
loans(1)
|
|
2,405,322
|
|
2,055,693
|
|
Unearned
Income
|
|
(5,615
|
)
|
(4,164
|
)
|
Gross
loans, net of unearned income
|
|
2,399,707
|
|
2,051,529
|
|
Allowance
for losses on loans
|
|
(38,758
|
)
|
(29,437
|
)
|
Net
loans
|
|
$
|
2,360,949
|
|
$
|
2,022,092
|
|
|
|
|
|
|
|
Percentage
breakdown of gross loans:
|
|
|
|
|
|
Construction
|
|
1.7
|
%
|
2.1
|
%
|
Real
estate secured
|
|
78.9
|
%
|
77.8
|
%
|
Commercial
and industrial
|
|
18.7
|
%
|
18.9
|
%
|
Consumer
|
|
0.8
|
%
|
1.2
|
%
|
Total
loans
|
|
100.0
|
%
|
100.0
|
%
|
(1)
Includes loans held for sale, at the lower of
cost or market, of $21.0 million and $18.0 million at June 30, 2009 and December 31,
2008, respectively
Real estate secured loans consist primarily of
commercial real estate loans and are extended to finance the purchase and/or
improvement of commercial real estate or businesses thereon. The properties may be either user owned or
held for investment purposes. Our loan policy adheres to the real estate loan
guidelines set forth by the FDIC. The
policy provides guidelines including, among other things, fair review of
appraisal value, limitation on loan-to-value ratio, and minimum cash flow
requirements to service debt. Loans secured by real estate totaled $
1.90 billion and $1.60 billion as of June 30, 2009 and December 31, 2008,
respectively. The real estate secured
loans as a percentage of total loans were 79.0% and 77.8% at June 30, 2009 and December 31, 2008,
respectively. Home mortgage loans
represent a small fraction of our total real estate secured loan portfolio.
Total home mortgage loans outstanding were only $41.2 million at June 30,
2009 and $42.4 million at December 31, 2008.
Commercial
and industrial loans include revolving lines of credit as well as term business
loans. Commercial and industrial loans
at
June 30, 2009 increased to $448.8 million, as compared with $389.2 million at December 31, 2008.
Commercial and industrial loans as a percentage of total loans were 18.7% at June 30, 2009,
decreasing from 18.9% at December 31,
2008.
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
s in consumer lending since 2007. Accordingly, as of June 30, 2009, our volume of
consumer loans was down by $5.2
million from the prior year end. As of June 30,
2009, the balance of consumer loans was $18.5 million, or 0.8%
of total loans, as compared to $23.7 million, or 1.2% of total loans as of December 31,
2008. Consumer loans as a percentage of
total loans have historically been
nominal.
Construction
loans represented less than 5% of our total loan portfolio as of June 30,
2009. In response to the current real estate market, which has been
experiencing a downward trend since
mid-2007, we have applied stricter loan underwriting policies when making loans
in this category. As a result, construction
loans decreased to $40.5 million, or 1.7% of total loans, at the end of the
second quarter of 2009, as compared with
$43.2 million, or 2.1% of total
loans at the end of 2008.
34
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, 2009. 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.
Loan Maturities and Repricing Schedule
(dollars in thousands)
|
|
At June 30, 2009
|
|
|
|
Within
One Year
|
|
After One
But within
Five Years
|
|
After
Five Years
|
|
Total
|
|
Construction
|
|
$
|
40,517
|
|
$
|
|
|
$
|
|
|
$
|
40,517
|
|
Real
estate secured
|
|
970,595
|
|
834,940
|
|
91,995
|
|
1,897,530
|
|
Commercial
and industrial
|
|
431,606
|
|
16,702
|
|
478
|
|
448,786
|
|
Consumer
|
|
15,120
|
|
3,356
|
|
13
|
|
18,489
|
|
Total
loans, net of non-accrual loans
|
|
$
|
1,457,838
|
|
$
|
854,998
|
|
$
|
92,486
|
|
$
|
2,405,322
|
|
Loans
with variable interest rates
|
|
$
|
1,227,382
|
|
$
|
17,034
|
|
$
|
|
|
$
|
1,244,416
|
|
Loans
with fixed interest rates
|
|
$
|
230,456
|
|
$
|
837,964
|
|
$
|
92,486
|
|
$
|
1,160,906
|
|
A
majority of the properties that we have 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), acquired by foreclosure or
similar means that management intends to offer for sale.
On June 26, 2009, we acquired substantially all
the assets and assumed substantially all the liabilities of Mirae from the
FDIC.
We also entered into loss sharing agreements
with the FDIC in connection with the Mirae acquisition. Under the loss sharing agreements, the
FDIC will share in the losses on assets covered under the agreements, which
generally include loans acquired from Mirae and foreclosed loan collateral
existing at June 26, 2009 (referred to collectively as covered assets). With
respect to losses of up to $83.0 million on the covered assets, the FDIC has
agreed to reimburse us for 80 percent of the losses. On losses
exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of
the losses. The loss sharing agreements are subject to our following
servicing procedures as specified in the agreements with the FDIC. The term for the FDICs loss sharing on
residential real estate loans is ten years, and the term for loss sharing on
non-residential real estate loans is five years with respect to losses and
eight years with respect to loss recoveries.
For the purposes of the table below, loans and OREO
covered under the loss sharing agreements with the FDIC are referred to as covered
loans and covered OREO, respectively.
Covered loans and covered OREO were recorded at estimated fair value on June 26,
2009.
35
Table of Contents
The following is a summary of covered non-performing
loans and OREO on the dates indicated:
Non
-
performing
Covered Loans and Covered OREO
(dollars in thousands)
|
|
June 30, 2009
|
|
Covered Nonaccrual loans: (1)
|
|
|
|
Real
estate secured
|
|
$
|
4,458
|
|
Commercial
and industrial
|
|
12,098
|
|
Consumer
|
|
115
|
|
Total
|
|
16,671
|
|
Loans 90 days or more past due and still accruing:
|
|
|
|
Real
estate secured
|
|
|
|
Commercial
and industrial
|
|
|
|
Consumer
|
|
|
|
Total
|
|
|
|
Troubled
debt restructurings (2)
|
|
16,641
|
|
Total
nonperforming loans
|
|
33,312
|
|
Repossessed
vehicles
|
|
|
|
Other
real estate owned
|
|
500
|
|
Total
covered nonperforming assets
|
|
$
|
33,812
|
|
|
|
|
|
Nonperforming
loans as a percentage of total covered loans
|
|
11.73
|
%
|
(1)
During the six
months ended June 30, 2009, no interest income related to these loans was
included in interest income.
(2)
The $16,641,000
troubled debt restructurings as of June 30, 2009 represented loans of
which terms were renegotiated to provide a reduction interest or principal
because of deterioration in the financial position of the borrower.
36
Table of Contents
The following table provides information with respect
to the components of our non-performing
(non-covered) 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
Non-covered
Assets and Restructured Loans
(dollars in thousands)
|
|
June 30, 2009
|
|
December 31, 2008
|
|
June 30, 2008
|
|
Non-covered Nonaccrual loans: (1)
|
|
|
|
|
|
|
|
Real
estate secured
|
|
$
|
32,153
|
|
$
|
9,334
|
|
$
|
12,405
|
|
Commercial
and industrial
|
|
2,789
|
|
5,874
|
|
3,797
|
|
Consumer
|
|
90
|
|
131
|
|
265
|
|
Total
|
|
35,032
|
|
15,339
|
|
16,467
|
|
Loans 90 days or more past due and still accruing:
|
|
|
|
|
|
|
|
Real
estate secured
|
|
111
|
|
|
|
|
|
Commercial
and industrial
|
|
1
|
|
213
|
|
4
|
|
Consumer
|
|
16
|
|
|
|
|
|
Total
|
|
128
|
|
213
|
|
4
|
|
Troubled
debt restructurings (2)
|
|
21,345
|
|
|
|
|
|
Total
nonperforming loans
|
|
56,505
|
|
15,552
|
|
16,471
|
|
Repossessed
vehicles
|
|
|
|
|
|
11
|
|
Other
real estate owned
|
|
5,456
|
|
2,663
|
|
465
|
|
Total
non-covered nonperforming assets, net of SBA guarantee
|
|
61,961
|
|
18,215
|
|
16,947
|
|
|
|
|
|
|
|
|
|
Guaranteed
portion of nonperforming SBA loans
|
|
9,176
|
|
7,158
|
|
8,973
|
|
Total
gross non-covered nonperforming assets
|
|
$
|
71,137
|
|
$
|
25,373
|
|
$
|
25,920
|
|
|
|
|
|
|
|
|
|
Nonperforming
loans as a percentage of total non-covered loans
|
|
2.67
|
%
|
0.76
|
%
|
0.83
|
%
|
Allowance
for losses on loans as a percentage of non-covered nonperforming loans
|
|
68.59
|
%
|
189.27
|
%
|
142.64
|
%
|
(1)
During the six
months ended June 30, 2009, no interest income related to these loans was
included in interest income.
(2)
The $21,345,000
troubled debt restructurings as of June 30, 2009 represented loans of
which terms were renegotiated to provide a reduction of interest or principal
because of deterioration in the financial position of the borrower.
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, 2009. However, the general economic
conditions in the United States as well as the local economies in which we do
business have experienced a severe downturn in the housing sector and the
transition to below-trend GDP growth has continued. The downward movement of the
macro economic environment affected our
borrowers strength and our
NPLs, net of SBA guaranteed portion, increased to $56.5 million, or 2.67% of
the total loans at the end of the second quarter of 2009, as compared with
$15.6 million, or 0.76% of the total loans, at the end of 2008. The $40.9
million increase of NPLs was comprised of a $19.7 million net increase in
non-accrual loans, and a $21.3 million increase in troubled debt
restructurings.
Management
also believes that the reserve provided for non-performing loans, together with
the tangible collateral, were adequate as of
June 30, 2009. See Allowance for Losses on Loans and Loan Commitments below for further
discussion.
37
Table of Contents
A
llowance for Losses on Loans and
Loan Commitments
Based
on the 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
loan
commitments, such as commitments
to extend credit or letters of credit. Charges made for our outstanding loan portfolio were credited to the allowance
for losses on loans, whereas charges related to loan commitments were credited to the reserve for loan
commitments, which is presented as a component of other liabilities.
The
allowance for losses on loans and
loan commitments are maintained at levels that are believed to be adequate
by management to absorb estimated probable losses on loans inherent in the loan
portfolio. The adequacy of our allowance is determined through periodic
evaluations of the loan portfolio and other pertinent factors, which are
inherently subjective because 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 losses on loans. Our loss migration analysis tracks a certain
number of quarters of loan losses history to determine historical losses by
classification category for each loan type, except certain loans (automobile,
mortgage and credit scored based business loans), 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 exposure for unused off-balance sheet loan
commitments, such as letters of credit, we record a reserve for
loan commitments.
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 losses on loans
to $
38.8 million at June 30, 2009, representing an increase
of 32.0%, or $9.4 million from $29.4 million at December 31, 2008. With the increase of our non-performing loans, we have increased the
ratio of allowance for losses on loans to total loans to 1.62%, as compared with the 1.43% retained at the year end of 2008. Management
believes that the current ratio of 1.62%
is adequate for our loan portfolio.
Our allowance for losses on loan commitments stayed
constant at $1.2 million at June 30, 2009, as compared to December 31,
2008.
The
beginning balances of allowance for losses on loans and loan commitments for
the first half of 2009 was $29.4
million, as compared with $22.1 million and $21.6 million for the first half
and full year of 2008, respectively. During first half of 2009, the provision
for losses on loans and loan commitments was $18.8 million, as compared with
$2.8 million and $12.1 million from the first half and full year of 2008.
Actual charge-offs w
ere
$9.9 million for the first half of 2009, as compared with $3.0 million and $7.2
million in the first half and full year of 2008. As a result, the total allowance for losses
on loans and loan commitments increased to $38.8 million as of June 30,
2009, as compared with $23.5 million and $30.7 million as of June 30, 2008
and December 31, 2008, respectively.
The
table below summarizes for the end of the periods indicated, the balance of
our allowance for losses on loans 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, 2009
|
|
December 31, 2008
|
|
|
|
Reserve Amount
|
|
Total Loans
|
|
(%)
|
|
Reserve Amount
|
|
Total Loans
|
|
(%)
|
|
Applicable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
208
|
|
$
|
40,517
|
|
0.51
|
%
|
$
|
190
|
|
$
|
43,180
|
|
0.44
|
%
|
Real
estate secured
|
|
18,093
|
|
1,897,530
|
|
0.95
|
%
|
11,628
|
|
1,599,627
|
|
0.73
|
%
|
Commercial
and industrial
|
|
20,202
|
|
448,786
|
|
4.50
|
%
|
17,209
|
|
389,217
|
|
4.44
|
%
|
Consumer
|
|
255
|
|
18,489
|
|
1.38
|
%
|
410
|
|
23,669
|
|
1.73
|
%
|
Total
allowance
|
|
$
|
38,758
|
|
$
|
2,405,322
|
|
1.61
|
%
|
$
|
29,437
|
|
$
|
2,055,693
|
|
1.43
|
%
|
38
Table of Contents
The
table below summarizes for the periods indicated, changes in the allowance for
losses on loans arising from loans charged off, recoveries on loans previously charged
off, additions to the allowance and certain ratios related to the allowance for
losses on loans and loan commitments:
Allowance for Losses on Loans and Loan Commitments
(dollars in thousands)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Allowance
for losses on loans:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
34,156
|
|
$
|
22,072
|
|
$
|
29,437
|
|
$
|
21,579
|
|
Actual
charge-offs:
|
|
|
|
|
|
|
|
|
|
Real
estate secured
|
|
176
|
|
40
|
|
848
|
|
43
|
|
Commercial
and industrial
|
|
6,940
|
|
1,554
|
|
8,570
|
|
2,380
|
|
Consumer
|
|
356
|
|
294
|
|
457
|
|
605
|
|
Total
charge-offs
|
|
7,472
|
|
1,888
|
|
9,875
|
|
3,028
|
|
Recoveries on loans previously charged off:
|
|
|
|
|
|
|
|
|
|
Real
estate secured
|
|
1
|
|
|
|
1
|
|
1
|
|
Commercial
and industrial
|
|
237
|
|
1,591
|
|
306
|
|
1,684
|
|
Consumer
|
|
24
|
|
63
|
|
68
|
|
91
|
|
Total
recoveries
|
|
262
|
|
1,654
|
|
375
|
|
1,775
|
|
Net
loan charge-offs
|
|
7,210
|
|
234
|
|
9,500
|
|
1,253
|
|
Provision for losses on loans
|
|
12,100
|
|
1,400
|
|
18,799
|
|
2,800
|
|
Add:
credit for losses on loan commitments
|
|
288
|
|
(256
|
)
|
(22
|
)
|
(368
|
)
|
Balances at end of period
|
|
$
|
38,758
|
|
$
|
23,494
|
|
$
|
38,758
|
|
$
|
23,494
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for losses on loan commitments:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
933
|
|
$
|
1,886
|
|
$
|
1,243
|
|
$
|
1,998
|
|
Credit
for losses on loan commitments
|
|
288
|
|
(256
|
)
|
(22
|
)
|
(368
|
)
|
Balances at end of period
|
|
$
|
1,221
|
|
$
|
1,630
|
|
$
|
1,221
|
|
$
|
1,630
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
Net
loan charge-offs to average total loans
|
|
0.34
|
%
|
0.01
|
%
|
0.46
|
%
|
0.07
|
%
|
Allowance
for losses on loans to total loans at period-end
|
|
1.62
|
%
|
1.18
|
%
|
1.62
|
%
|
1.18
|
%
|
Net
loan charge-offs to allowance for losses on loans at period-end
|
|
18.60
|
%
|
0.99
|
%
|
24.51
|
%
|
5.33
|
%
|
Net
loan charge-offs to provision for losses on loans and loan commitments
|
|
59.59
|
%
|
16.71
|
%
|
50.53
|
%
|
44.74
|
%
|
Contractual Obligations
The
following table represents our aggregate contractual obligations to make future
payments
(principal and
interest) as of June 30,
2009:
(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
|
|
$
|
218,381
|
|
$
|
121,361
|
|
$
|
|
|
$
|
|
|
$
|
339,742
|
|
Junior
subordinated debentures
|
|
2,112
|
|
2,853
|
|
10,745
|
|
77,321
|
|
93,031
|
|
Operating
leases
|
|
2,824
|
|
3,852
|
|
2,791
|
|
2,492
|
|
11,959
|
|
Time
deposits
|
|
1,384,131
|
|
50,815
|
|
102
|
|
19
|
|
1,435,067
|
|
Total
|
|
$
|
1,607,448
|
|
$
|
178,881
|
|
$
|
13,638
|
|
$
|
79,832
|
|
$
|
1,879,799
|
|
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 shown or
stated in any form on our balance sheets.
39
Table of Contents
As of June 30,
200
9 and December 31,
2008, we had commitments to extend
credit of $199.8 million and $153.4 million, respectively. Obligations under standby letters of credit
were $13.4 million and $12.7 million at June 30, 2009 and December 31, 2008, respectively, and our obligations
under commercial letters of credit were $18.4 million and $15.1
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
are our primary source of funds. Total
deposits increased to $2.45 billion at June 30, 2009
, as compared with $1.81 billion at December 31,
2008.
Total
non-time deposits at June 30, 2009 increased to $1.04 billion over the
last six months from $706.2 million at December 31, 2008, while time
deposits increased to $1.41 billion at June 30, 2009 from $1.11 billion at
December 31, 2008.
The
increase in time deposits was largely due to the success of our marketing
campaign in addition to time deposits acquired from Mirae Bank. We took
advantage of the low interest rate environment to reduce the interest rates on
our time deposits. The average rate that we paid on time deposits in
denominations of $100,000 or more for the second quarter and first half of
2009 decreased to 2.72% and 2.78%,
respectively, from 3.88% and 4.17% in the same periods of the prior year. However, in order to keep the interest
expense down, we plan to closely monitor interest rate trends and changes, and
our time deposit rates, to maximize our net interest margin and profitability.
The following table summarizes the distribution of average daily
deposits and the average daily rates paid for the quarters indicated:
Average Deposits
(dollars in thousands)
|
|
June 30,
2009
|
|
December 31,
2008
|
|
June 30,
2008
|
|
For the
quarters ended:
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand,
non-interest-bearing
|
|
$
|
292,778
|
|
|
|
$
|
298,163
|
|
|
|
$
|
305,573
|
|
|
|
Money market
|
|
436,066
|
|
2.54
|
%
|
402,323
|
|
3.27
|
%
|
393,182
|
|
3.05
|
%
|
Super NOW
|
|
19,142
|
|
0.95
|
%
|
21,290
|
|
1.34
|
%
|
22,533
|
|
1.35
|
%
|
Savings
|
|
48,511
|
|
3.66
|
%
|
38,250
|
|
3.39
|
%
|
35,995
|
|
3.32
|
%
|
Time certificates of
deposit in denominations of $100,000 or more
|
|
994,514
|
|
2.72
|
%
|
797,404
|
|
3.74
|
%
|
795,081
|
|
3.88
|
%
|
Other time deposits
|
|
210,020
|
|
3.35
|
%
|
186,639
|
|
3.93
|
%
|
173,783
|
|
4.08
|
%
|
Total deposits
|
|
$
|
2,001,031
|
|
2.35
|
%
|
$
|
1,744,069
|
|
2.98
|
%
|
$
|
1,726,147
|
|
2.98
|
%
|
40
Table of Contents
The
scheduled maturities of our time deposits in denominations of $100,000 or
greater at June 30, 200
9 were as follows:
Maturities of Time Deposits of $100,000 or More,
at
June 30
, 200
9
(dollars in thousands)
Three months or less
|
|
$
|
610,225
|
|
Over three months through six months
|
|
322,471
|
|
Over six months through twelve months
|
|
168,620
|
|
Over twelve months
|
|
35,122
|
|
Total
|
|
$
|
1,136,438
|
|
A
number of clients carry deposit balances of more than 1% of our total deposits,
but the California State Treasury was the only depositor that had a deposit
balance representing more than 5% of our total deposits at June 30, 200
9 and December 31, 2008.
In
addition to our regular customer base, we also accept brokered deposits on a
selective basis at reasonable interest rates to augment deposit growth. In the
first six months of 2009, in spite of the ongoing financial crisis and stiff
competition for customer deposits among banks within the markets where we do
business, we were able to increase non-interest bearing demand deposits to
$637.2 million at June 30, 2009 from $277.5 million at December 31,
2008. In addition, because of the current low interest rate environment, our
time deposits of $100,000 or more also increased to $1.14 billion at June 30,
2009 from $902.8 million at December 31, 2008. We expect that interest rates will trend
upward when the Federal Reserve Board starts increasing the federal funds rate.
To improve our net interest margin as well as to maintain flexibility in our
cost of funds, we will constantly monitor our deposit mix to minimize fund
cost.
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, 2009
|
|
December 31, 2008
|
|
Balance
at quarter-end
|
|
$
|
331,000
|
|
$
|
260,000
|
|
Average
balance during the quarter
|
|
$
|
320,484
|
|
$
|
286,213
|
|
Maximum
amount outstanding at any month-end
|
|
$
|
340,000
|
|
$
|
370,000
|
|
Average
interest rate during the quarter
|
|
2.14
|
%
|
3.23
|
%
|
Average
interest rate at quarter-end
|
|
2.25
|
%
|
3.16
|
%
|
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,
2008. 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
9 and December 31, 2008 totaled approximately $669.6 million
and $345.1 million,
respectively. Our liquidity levels
measured as the percentage of liquid assets to total assets were 21.1% and 14.1% at June 30, 2009 and December 31, 2008, respectively.
41
Table of Contents
Our primary sources of liquidity are derived from our
core operating activities of accepting customer deposits. This funding source
is augmented by payments of principal and interest on loans, the routine
liquidation of securities from the available-for-sale portfolio and
securitizations of loans. In addition, government programs, such as TLGP, may
influence deposit behavior. Primary use of funds include withdrawal of and
interest payments on deposits, originations and purchases of loans, purchases
of investment securities, and payment of operating expenses.
As a
secondary source of liquidity, we accept broker deposits, federal funds
facilities, repurchase agreement facilities, and 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 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 institutions
net worth or on the FHLBs assessment of the institutions creditworthiness. As
of June 30, 200
9,
our borrowing capacity from the FHLB was about $778.8 million and the
outstanding balance was $331.0
million, or approximately 42.5% 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. In December of 2008, we received
a Troubled
Asset Relief Program (TARP) investment
from the U.S. Treasury in the amount of
$62.2 million.
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, 2008 for additional information regarding
regulatory capital requirements.
As of June 30,
2009, 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:
Wilshire
Bancorp, Inc.
|
|
Regulatory
Adequately-
Capitalized
|
|
Regulatory
Well-
Capitalized
|
|
Actual
ratios for the Company as of:
|
|
|
|
Standards
|
|
Standards
|
|
June 30
,
2009
|
|
December 31,
2008
|
|
June 30
,
2008
|
|
Total capital to risk-weighted assets
|
|
8
|
%
|
10
|
%
|
14.75
|
%
|
17.09
|
%
|
13.99
|
%
|
Tier I capital to risk-weighted assets
|
|
4
|
%
|
6
|
%
|
13.26
|
%
|
15.36
|
%
|
11.55
|
%
|
Tier I capital to average assets
|
|
4
|
%
|
5
|
%
|
12.30
|
%
|
13.25
|
%
|
10.21
|
%
|
42
Table of Contents
Wilshire State Bank
|
|
Regulatory
Adequately-Capitalized
|
|
Regulatory
Well-
Capitalized
|
|
Actual ratios for the Bank as of:
|
|
|
|
Standards
|
|
Standards
|
|
June 30
,
2009
|
|
December 31, 2008
|
|
June 30
,
2008
|
|
Total capital to risk-weighted assets
|
|
8
|
%
|
10
|
%
|
14.46
|
%
|
13.59
|
%
|
13.26
|
%
|
Tier I capital to risk-weighted assets
|
|
4
|
%
|
6
|
%
|
12.97
|
%
|
11.86
|
%
|
11.53
|
%
|
Tier I capital to average assets
|
|
4
|
%
|
5
|
%
|
12.13
|
%
|
10.24
|
%
|
10.20
|
%
|
For
the purposes of our regulatory capital ratio computation, our equity capital
includes the $62.2 million Series A Preferred Stock issued by the Company
to the U. S. Treasury as part of our participation of the CPP. As of June 30,
2009, the Companys total Tier 1 capital (which includes our equity capital,
plus junior subordinated debentures, less goodwill and intangibles) was $324.2
million, as compared with $320.4 million as of December 31, 2008. For the
Bank level, Tier 1 capital was $331.7 million as of June 30, 2009, as
compared with $247.3 million as of December 31, 2008.
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. Our profitability is affected by fluctuations
in interest rates. A sudden and substantial change in interest rates may
adversely impact our earnings to the extent that the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent or
on the same basis. 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 (ALM) Committee, which reports monthly to the Board on
activities related to market risk management.
As part of the management of our market risk, ALM committee 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.
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.
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.
Because 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 ALM committee
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 institutions 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.
43
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 ALM committee 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.
In general, based upon our current mix of deposits,
loans and investments, decrease in interest rates would result an increase in
our net interest margin and NPV. An increase in interest rates would be
expected to have opposite effect. However, given in the record low interest
rate environment, either an increase or decrease in interest rates will result
in higher net interest margin, while either an increase or decrease in interest
rates will lower NPV as shown in our simulation measures below.
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,
2009 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, 2009
|
|
|
|
Amounts Subject to Repricing Within
|
|
|
|
0-3 months
|
|
3-12 months
|
|
Over
1
to
5
years
|
|
After 5 years
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
Gross
loans(1)
|
|
$
|
1,296,040
|
|
$
|
161,798
|
|
$
|
854,998
|
|
$
|
92,486
|
|
$
|
2,405,322
|
|
Investment
securities
|
|
6,577
|
|
28,297
|
|
53,598
|
|
339,366
|
|
427,838
|
|
Federal
funds sold and cash equivalents
|
|
145,077
|
|
|
|
|
|
|
|
145,077
|
|
Interest-earning
deposits
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,447,694
|
|
$
|
190,095
|
|
$
|
908,596
|
|
$
|
431,852
|
|
$
|
2,978,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Savings
deposits
|
|
$
|
60,367
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
60,367
|
|
Time
deposits of $100,000 or more
|
|
610,225
|
|
491,091
|
|
35,122
|
|
|
|
1,136,438
|
|
Other
time deposits
|
|
105,259
|
|
153,070
|
|
14,857
|
|
|
|
273,186
|
|
Other
interest-bearing deposits
|
|
614,369
|
|
|
|
|
|
|
|
614,369
|
|
FHLB
borrowings
|
|
89,000
|
|
124,000
|
|
118,000
|
|
|
|
331,000
|
|
Junior
Subordinated Debenture
|
|
71,857
|
|
|
|
15,464
|
|
|
|
87,321
|
|
Total
|
|
$
|
1,551,077
|
|
$
|
768,161
|
|
$
|
183,443
|
|
$
|
|
|
$
|
2,502,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate sensitivity gap
|
|
$
|
(103,383
|
)
|
$
|
(578,066
|
)
|
$
|
725,153
|
|
$
|
431,852
|
|
$
|
475,556
|
|
Cumulative
interest rate sensitivity gap
|
|
$
|
(103,383
|
)
|
$
|
(681,449
|
)
|
$
|
43,704
|
|
$
|
475,556
|
|
|
|
Cumulative
interest rate sensitivity gap ratio (based on average interest-earning
assets)
|
|
-3.52
|
%
|
-23.23
|
%
|
1.49
|
%
|
16.21
|
%
|
|
|
(1)
Excludes the gross amount of non-accrual loans of
approximately $35.0 million at June 30, 2009.
44
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,
2009. All assets presented in this table
are held-to-maturity or available-for-sale.
At June 30, 2009, we had no trading investment securities:
|
|
Net Interest Income
|
|
|
|
|
|
|
|
Change
(in basis points)
|
|
(next twelve months)
(dollars in thousands)
|
|
% Change
|
|
NPV
(dollars in thousands)
|
|
% Change
|
|
+200
|
|
$
|
114,585
|
|
-1.61
|
%
|
$
|
292,893
|
|
-8.39
|
%
|
+100
|
|
115,255
|
|
-1.03
|
%
|
308,662
|
|
-3.46
|
%
|
0
|
|
116,457
|
|
|
|
319,709
|
|
|
|
-100
|
|
123,471
|
|
6.02
|
%
|
308,037
|
|
-3.65
|
%
|
-200
|
|
128,914
|
|
10.70
|
%
|
293,176
|
|
-8.30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
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 those types of transactions.
Item 4.
Controls and Procedures
As of June 30,
2009, 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, 2009, 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, 2009 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.
45
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 Companys 2008 Form 10-K
under the heading Item 1A. Risk Factors.
Item 2.
Unregistered Sales of Equity Securities and
Use of Proceeds
None
.
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 May 27,
2009, the following persons were elected as our Class II directors to serve
three-year terms expiring at the 2012 Annual Meeting of Shareholders or until
their successors are duly elected and qualified:
·
Mel
Elliot
(
25,446,144
votes in favor;
260
,
944
votes withheld)
·
Richard
Lim
(
25,449,895
votes in favor;
257
,
193
votes withheld)
·
Harry
Siafaris
(
25,323,652
votes in
favor;
383
,
436
votes withheld)
In addition to the foregoing, the
terms of the following directors continued after the Annual Meeting:
Class I
·
Steven Koh
·
Gapsu Kim
·
Lawrence Jeon
·
Fred Mautner
Class III
·
Joanne Kim
·
Kyu-Hyun Kim
·
Young Hi Pak
In addition to election of Class I
I
directors in the Annual Meeting,
shareholders voted on
one
proposal:
·
Approved;
Proposal on the corporations named executive officer compensation (24,798,597
For votes, 807,804 Against votes, 100,687 Abstain votes)
Item 5.
Other Information
None.
46
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
|
47
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
10
, 2009
|
By:
|
/s/ Alex Ko
|
|
|
Alex Ko
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial
and Accounting Officer)
|
48
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