Table of
Contents
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 March 31, 2010.
|
|
|
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
No change
(Former name, former address, and former fiscal year, if changed since
last report)
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 April 30, 2010
was 29,485,637.
Table of
Contents
Part I. FINANCIAL INFORMATION
Item 1. Financial
Statements
WILSHIRE
BANCORP, INC.
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
(
DOLLARS
IN THOUSANDS) (UNAUDITED)
|
|
March 31, 2010
|
|
December 31, 2009
|
|
ASSETS
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
214,970
|
|
$
|
155,753
|
|
Federal funds sold and
other cash equivalents
|
|
30,018
|
|
80,004
|
|
Cash and cash equivalents
|
|
244,988
|
|
235,757
|
|
|
|
|
|
|
|
Securities available for
sale, at fair value (amortized cost of $681,945 and $651,095
at
March 31, 2010 and December 31, 2009, respectively)
|
|
687,716
|
|
651,318
|
|
Securities held to
maturity, at amortized cost (fair value of $108 and $109
at
March 31, 2010 and December 31, 2009, respectively)
|
|
105
|
|
109
|
|
Loans receivable (net of
allowance for loan losses of $79,576 and $62,130
at
March 31, 2010 and December 31, 2009, respectively)
|
|
2,294,747
|
|
2,329,078
|
|
Loans held for saleat the
lower of cost or market
|
|
43,501
|
|
36,233
|
|
Federal Home Loan Bank
|
|
20,850
|
|
20,850
|
|
Other real estate owned
|
|
4,860
|
|
3,797
|
|
Due from customers on
acceptances
|
|
1,006
|
|
945
|
|
Cash surrender value of
bank owned life insurance
|
|
18,197
|
|
18,037
|
|
Investment in affordable
housing partnerships
|
|
25,127
|
|
13,732
|
|
Bank premises and equipment
|
|
13,602
|
|
12,660
|
|
Accrued interest receivable
|
|
15,214
|
|
15,266
|
|
Deferred income taxes
|
|
20,198
|
|
18,684
|
|
Servicing assets
|
|
6,715
|
|
6,898
|
|
Goodwill
|
|
6,675
|
|
6,675
|
|
Core deposits intangibles
|
|
1,921
|
|
2,013
|
|
FDIC loss share indemnification
|
|
33,329
|
|
33,775
|
|
Other assets
|
|
20,561
|
|
30,170
|
|
TOTAL
|
|
$
|
3,459,312
|
|
$
|
3,435,997
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
414,023
|
|
$
|
385,188
|
|
Interest bearing:
|
|
|
|
|
|
Savings
|
|
76,346
|
|
71,601
|
|
Money market and NOW
accounts
|
|
1,000,278
|
|
932,063
|
|
Time deposits of $100,000
or more
|
|
746,866
|
|
795,679
|
|
Other time deposits
|
|
687,532
|
|
643,684
|
|
Total deposits
|
|
2,925,045
|
|
2,828,215
|
|
|
|
|
|
|
|
Federal Home Loan Bank
borrowings and other borrowings
|
|
142,487
|
|
232,000
|
|
Junior subordinated
debentures
|
|
87,321
|
|
87,321
|
|
Accrued interest payable
|
|
5,954
|
|
5,865
|
|
Acceptances outstanding
|
|
1,006
|
|
945
|
|
Other liabilities
|
|
26,804
|
|
15,515
|
|
Total liabilities
|
|
3,188,617
|
|
3,169,861
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
Preferred stock, $1,000 par
valueauthorized, 5,000,000 shares; issued and outstanding,
62,158 shares
at March 31, 2010 and December 31, 2009
|
|
60,058
|
|
59,931
|
|
Common stock, no par
valueauthorized, 80,000,000 shares; issued and outstanding,
29,485,637
shares and 29,415,657 shares at March 31, 2010 and December 31,
2009,
respectively
|
|
55,118
|
|
54,918
|
|
Accumulated other
comprehensive income, net of tax
|
|
3,624
|
|
326
|
|
Retained earnings
|
|
151,895
|
|
150,961
|
|
Total shareholders equity
|
|
270,695
|
|
266,136
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
3,459,312
|
|
$
|
3,435,997
|
|
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)
(UNAUDITED)
|
|
Three
Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
INTEREST INCOME:
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
35,304
|
|
$
|
30,193
|
|
Interest on investment
securities
|
|
5,615
|
|
2,942
|
|
Interest on federal funds
sold
|
|
382
|
|
289
|
|
Total interest income
|
|
41,301
|
|
33,424
|
|
|
|
|
|
|
|
INTEREST EXPENSE:
|
|
|
|
|
|
Interest on deposits
|
|
11,174
|
|
11,181
|
|
Interest on FHLB advances
and other borrowings
|
|
920
|
|
1,658
|
|
Interest on junior
subordinated debentures
|
|
649
|
|
921
|
|
Total interest expense
|
|
12,743
|
|
13,760
|
|
|
|
|
|
|
|
NET INTEREST INCOME BEFORE
PROVISION FOR
LOAN LOSSES AND LOAN
COMMITMENTS
|
|
28,558
|
|
19,664
|
|
|
|
|
|
|
|
PROVISION FOR LOAN LOSSES
AND LOAN COMMITMENTS
|
|
17,000
|
|
6,700
|
|
|
|
|
|
|
|
NET INTEREST INCOME AFTER
PROVISION FOR
LOAN LOSSES AND LOAN
COMMITMENTS
|
|
11,558
|
|
12,964
|
|
|
|
|
|
|
|
NON-INTEREST INCOME:
|
|
|
|
|
|
Service charges on deposit
accounts
|
|
3,224
|
|
2,899
|
|
Gain (loss) on sale of
loans
|
|
36
|
|
(831
|
)
|
Gain on sale of securities
|
|
2,484
|
|
13
|
|
Loan-related servicing fees
|
|
1,039
|
|
964
|
|
Other income
|
|
1,002
|
|
692
|
|
Total non-interest income
|
|
7,785
|
|
3,737
|
|
|
|
|
|
|
|
NON-INTEREST EXPENSES:
|
|
|
|
|
|
Salaries and employee
benefits
|
|
7,115
|
|
6,207
|
|
Occupancy and equipment
|
|
2,181
|
|
1,676
|
|
Deposit insurance premiums
|
|
1,076
|
|
611
|
|
Professional fees
|
|
992
|
|
342
|
|
Data processing
|
|
637
|
|
827
|
|
Other operating
|
|
2,689
|
|
2,324
|
|
Total non-interest expenses
|
|
14,690
|
|
11,987
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
4,653
|
|
4,714
|
|
INCOME TAXES
|
|
1,338
|
|
1,655
|
|
NET INCOME
|
|
3,315
|
|
3,059
|
|
|
|
|
|
|
|
Preferred stock cash
dividend and accretion of preferred stock
|
|
903
|
|
920
|
|
|
|
|
|
|
|
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS
|
|
$
|
2,412
|
|
$
|
2,139
|
|
|
|
|
|
|
|
PER COMMON SHARE
INFORMATION
|
|
|
|
|
|
Basic
|
|
$
|
0.08
|
|
$
|
0.07
|
|
Diluted
|
|
$
|
0.08
|
|
$
|
0.07
|
|
WEIGHTED-AVERAGE COMMON
SHARES OUTSTANDING:
|
|
|
|
|
|
Basic
|
|
29,484,006
|
|
29,413,757
|
|
Diluted
|
|
29,537,933
|
|
29,422,290
|
|
|
|
|
|
|
|
COMMON STOCK CASH DIVIDEND
DECLARED:
|
|
|
|
|
|
Cash dividend declared on
common shares
|
|
$
|
1,477
|
|
$
|
1,471
|
|
Cash dividend declared per
common share
|
|
$
|
0.05
|
|
$
|
0.05
|
|
See accompanying notes to
consolidated financial statements.
2
Table of
Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
(DOLLARS IN
THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Other
|
|
|
|
Total
|
|
|
|
Numbers
|
|
|
|
Numbers
|
|
|
|
Comprehensive
|
|
Retained
|
|
Shareholders
|
|
|
|
of Shares
|
|
Amount
|
|
of Shares
|
|
Amount
|
|
Income (Loss)
|
|
Earnings
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEJanuary 1,
2009
|
|
62,158
|
|
$
|
59,443
|
|
29,413,757
|
|
$
|
54,039
|
|
$
|
1,238
|
|
$
|
140,340
|
|
$
|
255,060
|
|
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
(1,471
|
)
|
(1,471
|
)
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(777
|
)
|
(777
|
)
|
Share-based compensation
expense
|
|
|
|
|
|
|
|
199
|
|
|
|
|
|
199
|
|
Tax benefit from stock
options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of discount on
preferred stock
|
|
|
|
119
|
|
|
|
|
|
|
|
(143
|
)
|
(24
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
3,059
|
|
3,059
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gain
on interest-only strips (net of tax)
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
31
|
|
Change in unrealized gain
on securities available for sale (net of tax)
|
|
|
|
|
|
|
|
|
|
1,629
|
|
|
|
1,629
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,719
|
|
BALANCEMarch 31, 2009
|
|
62,158
|
|
$
|
59,562
|
|
29,413,757
|
|
$
|
54,238
|
|
$
|
2,898
|
|
$
|
141,008
|
|
$
|
257,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEJanuary 1,
2010
|
|
62,158
|
|
$
|
59,931
|
|
29,415,657
|
|
$
|
54,918
|
|
$
|
326
|
|
$
|
150,961
|
|
$
|
266,136
|
|
Stock options exercised
|
|
|
|
|
|
69,980
|
|
14
|
|
|
|
|
|
14
|
|
Cash dividend declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
(1,477
|
)
|
(1,477
|
)
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(777
|
)
|
(777
|
)
|
Share-based compensation
expense
|
|
|
|
|
|
|
|
186
|
|
|
|
|
|
186
|
|
Tax benefit from stock
options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of discount on
preferred stock
|
|
|
|
127
|
|
|
|
|
|
|
|
(127
|
)
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
3,315
|
|
3,315
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gain
on interest-only strips (net of tax)
|
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
(20
|
)
|
Change in unrealized gain
on securities available for sale (net of tax)
|
|
|
|
|
|
|
|
|
|
3,318
|
|
|
|
3,318
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,613
|
|
BALANCEMarch 31, 2010
|
|
62,158
|
|
$
|
60,058
|
|
29,485,637
|
|
$
|
55,118
|
|
$
|
3,624
|
|
$
|
151,895
|
|
$
|
270,695
|
|
See accompanying notes to consolidated financial statements.
3
Table of
Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) (UNAUDITED)
|
|
Three Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
Net income
|
|
$
|
3,315
|
|
$
|
3,059
|
|
Adjustments to reconcile
net income to net cash
|
|
|
|
|
|
provided by operating
activities:
|
|
|
|
|
|
Amortization of investment
securities
|
|
1,373
|
|
823
|
|
Depreciation of Bank
premises and equipment
|
|
508
|
|
487
|
|
Accretion of discount on
acquired loans
|
|
(1,558
|
)
|
|
|
Amortization of core
deposit intangibles
|
|
92
|
|
74
|
|
Amortization of investments
in affordable housing partnerships
|
|
|
|
288
|
|
Provision for losses on
loans and loan commitments
|
|
17,000
|
|
6,700
|
|
Provision for other real
estate owned losses
|
|
24
|
|
204
|
|
Deferred tax benefit
|
|
(3,729
|
)
|
(966
|
)
|
Loss on disposition of bank
premises and equipment
|
|
4
|
|
11
|
|
Net realized (gain) loss on
sale of loans held for sale
|
|
(36
|
)
|
831
|
|
Proceeds from sale of loans
held for sale
|
|
14,200
|
|
1,671
|
|
Origination of loans held
for sale
|
|
(21,432
|
)
|
(3,422
|
)
|
Net realized gain on sale
of available for sale securities
|
|
(2,484
|
)
|
(13
|
)
|
Change in unrealized
appreciation on serving assets
|
|
183
|
|
49
|
|
Net realized (gain) loss on
sale of other real estate owned
|
|
(5
|
)
|
247
|
|
Share-based compensation
expense
|
|
186
|
|
199
|
|
Change in cash surrender
value of life insurance
|
|
(160
|
)
|
(165
|
)
|
Decrease (increase) in
accrued interest receivable
|
|
52
|
|
(147
|
)
|
Decrease (increase) in
other assets
|
|
3,254
|
|
(60
|
)
|
Increase in accrued
interest payable
|
|
89
|
|
374
|
|
Increase in other
liabilities
|
|
1,041
|
|
1,383
|
|
Net cash provided by
operating activities
|
|
11,917
|
|
11,627
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
Proceeds from principal
repayment, matured or called securities held to maturity
|
|
5
|
|
5
|
|
Purchase of securities
available for sale
|
|
(289,869
|
)
|
(130,591
|
)
|
Proceeds from principal
repayments, matured, called, or sold securities available for sale
|
|
260,131
|
|
41,671
|
|
Net decrease (increase) in
loans receivable
|
|
14,938
|
|
(30,030
|
)
|
Payment of FDIC loss share
indemnification
|
|
5,262
|
|
|
|
Proceeds from sale of other
loans
|
|
|
|
1,168
|
|
Proceeds from sale of other
real estate owned
|
|
3,597
|
|
949
|
|
Purchases of investments in
affordable housing partnerships
|
|
(1,703
|
)
|
(2,484
|
)
|
Loss of investment in
affordable housing partnerships
|
|
485
|
|
|
|
Purchases of premise and
equipment
|
|
(609
|
)
|
(418
|
)
|
Net cash used in investing
activities
|
|
(7,763
|
)
|
(119,730
|
)
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
(Continued)
|
4
Table of
Contents
WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) (UNAUDITED)
|
|
Three Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES:
|
|
|
|
|
|
Proceeds from exercise of
stock options
|
|
$
|
14
|
|
$
|
|
|
Payment of cash dividend on
common stock
|
|
(1,477
|
)
|
(1,471
|
)
|
Payment of cash dividend on
preferred stock
|
|
(777
|
)
|
(544
|
)
|
(Decrease) Increase in
Federal Home Loan Bank borrowings and other borrowings
|
|
(89,513
|
)
|
66,000
|
|
Net increase in deposits
|
|
96,830
|
|
92,846
|
|
Net cash provided by
financing activities
|
|
5,077
|
|
156,831
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS
|
|
9,231
|
|
48,728
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSBeginning of year
|
|
235,757
|
|
97,541
|
|
CASH AND CASH
EQUIVALENTSEnd of year
|
|
$
|
244,988
|
|
$
|
146,269
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
|
|
|
|
|
|
Interest paid
|
|
$
|
12,654
|
|
$
|
13,387
|
|
Income taxes paid
|
|
$
|
35
|
|
$
|
149
|
|
|
|
|
|
|
|
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
Real estate acquired
through foreclosures
|
|
$
|
4,021
|
|
$
|
5,019
|
|
Note financing for OREO
sales
|
|
$
|
|
|
$
|
225
|
|
Note financing for sale of
other loans
|
|
$
|
5,807
|
|
$
|
4,916
|
|
Other assets transferred to
Bank premises and equipment
|
|
$
|
844
|
|
$
|
290
|
|
Common stock cash dividend
declared, but not paid
|
|
$
|
1,477
|
|
$
|
1,471
|
|
Preferred stock cash
dividend declared, but not paid
|
|
$
|
388
|
|
$
|
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 the 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 Bank. Mirae Bank previously operated five
commercial banking branches, all located within southern California, and these
branches were integrated into our existing branch network following the
acquisition. In addition, we also have six loan production offices utilized
primarily for the origination of loans under our Small Business Administration
(SBA) lending program in Colorado, Georgia, Texas (2 offices), Virginia, and
New Jersey.
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 reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the Companys consolidated statements of
financial condition as of March 31, 2010 and December 31, 2009, the
statements of operations for the three months ended March 31, 2010 and March 31,
2009, and the related statements of shareholders equity and statements of cash
flows for the three months ended March 31, 2010 and March 31, 2009.
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year.
The Financial Accounting
Standards Boards (FASBs) Accounting Standards Codification (ASC) became
effective on July 1, 2009. At that date, the ASC became the FASBs
officially recognized source of authoritative GAAP applicable to all public and
non-public non-governmental entities, superseding existing FASB, American
Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force
(EITF) and related literature. Rules and interpretive releases of the
SEC under the authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. All other accounting literature is
considered non-authoritative. The switch to the ASC affects the way companies
refer to GAAP in financial statements and accounting policies. Citing
particular content in the ASC involves specifying the unique numeric path to
the content through the Topic, Subtopic, Section and Paragraph structure.
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, 2009.
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, 2009.
Note 3.
Federally Assisted Acquisition of Mirae Bank
The FDIC placed Mirae
Bank under receivership upon Mirae Banks closure by the California Department
of Financial Institutions (DFI) at the close of business on June 26,
2009. We purchased substantially all of
Mirae Banks assets and assumed all of Mirae Banks deposits and certain other
liabilities. Further, we entered into loss sharing agreements with the FDIC in
connection with the Mirae Bank acquisition. Under the loss sharing agreements,
the FDIC will share in the losses on assets covered under the agreement, which
generally include loans acquired from Mirae Bank and foreclosed loan collateral
existing at June 26, 2009 (referred to collectively as covered assets).
6
Table of Contents
With the acquisition of
Mirae Bank, The Bank entered into loss-sharing agreements with the FDIC for
amounts receivable under the agreements. The Company accounted for the
receivable balances under the loss-sharing agreements as an FDIC
Indemnification asset in accordance with ASC 805 (formerly FAS 141R Business
Combinations). The FDIC indemnification
is accounted for and calculated by adding the present value of all the cash
flows that the Company expected to collect from the FDIC on the date of the
acquisition as stated in the loss-sharing agreement. As expected and actual
cash flows increase and decreased from what was expected at the time of
acquisition, the FDIC indemnification will decrease and increase,
respectively. When covered loans are
paid-off and sold, the FDIC indemnification asset is reduced and is offset with
interest income. Covered loans that become impaired, increases the
indemnification assets.
The table below
summarizes the changes to the FDIC loss share indemnification in the first
quarter of 2010:
(Dollars
in Thousands)
|
|
March 31, 2010
|
|
|
|
|
|
Beginning balance of FDIC indemnification at
12/31/09
|
|
$
|
33,775
|
|
Increase resulting from provision for loan losses
|
|
5,831
|
|
Payments received from FDIC
|
|
(5,262
|
)
|
Others
|
|
(1,015
|
)
|
Ending balance of FDIC indemnification
|
|
$
|
33,329
|
|
Note 4.
Fair Value Measurement for Financial and Non-Financial Assets
and Liabilities
ASC
820 Fair Value Measurement and Disclosure (formerly SFAS No. 157,
Fair Value Measurements)
, provides a
definition of fair value, establishes a framework for measuring fair value, and
requires expanded disclosures about fair value measurements. ASC 820 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 the Company conducts business. ASC 820 clarifies that fair
value should be based on the assumptions market participants would use when
pricing an asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. The fair value
hierarchy gives the highest priority to quoted prices available in active
markets and the lowest priority to data lacking transparency.
The
fair value inputs of the instruments are classified and disclosed in one of the
following categories pursuant to ASC 820:
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 blockage factor (i.e., size of the position relative to trading volume).
Level 2 Pricing inputs are inputs other than quoted
prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly. Fair value is determined through the use of
models or other valuation methodologies, including the use of pricing matrices.
If the asset or liability has a specified (contractual) term, a Level 2 input
must be observable for substantially the full term of the asset or liability.
Level 3 Pricing inputs are inputs unobservable 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.
7
Table of Contents
In
accordance with ASC 820-10, the Company uses 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 and
non-recurring basis are listed as follows:
Securities
available for sale
Investment in available-for-sale securities are recorded at their fair values
pursuant to ASC 320-10 (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 securities available for sale include federal agency securities,
mortgage-backed securities, collateralized mortgage obligations, municipal
bonds and corporate debt securities. Our existing investment available-for-sale
security holdings as of March 31, 2010 are measured using matrix pricing
models in lieu of direct price quotes and recorded based on Level 2 measurement
inputs.
Collateral
dependent impaired loans
A loan is considered to be impaired when it is probable that all of
the principal and interest due under the original underwriting terms of the
loan may not be collected. Fair value of collateral dependent loans is measured
based on the fair value of the underlying collateral. The fair value is
determined through appraisals and other matrix pricing models, which required a
significant degree of management judgment. The Company records impairments on
all nonaccrual loans and trouble debt restructured loans based on the valuation
methods above with the exception of automobile loans. Automobile loans are assessed based on a
homogenous pool of loans and the Company has established specific reserves
which is a component of the allowance for loan losses. The Company records
impaired loans as non-recurring with Level 3 measurement inputs.
Other
real estate owned (OREO)
Other real estate owned or OREO, consists
principally of properties acquired through foreclosures. The fair values of
OREOs are recorded at the lower of carrying value of the loan or estimated fair
value at the time of foreclosure. Fair
values are derived from third party appraisals and written offers that have
been accepted. Management periodically performs valuations on OREO properties
for fair valuation. Any subsequent
declines in the fair value of the OREO property after the date of transfer are
recorded as a write-down of the asset.
However, in accordance with ASC 820-10 (FASB 157) fair value disclosures
for financial instruments, OREO are measured at fair value. The Company records
OREO as non-recurring with Level 3 measurement inputs.
Servicing
assets and interest-only strips
Small Business Administration (SBA) loan
servicing assets and interest-only strips represent the value associated with
servicing SBA loans sold. The value is determined through a discounted cash
flow analysis which uses discount rates, prepayment speeds and delinquency rate
assumptions as inputs. All of these assumptions require a significant degree of
management judgment. The fair market valuation is performed on a quarterly
basis for servicing assets while I/O strips are measures at the lower of cost
or fair value. The Company classifies SBA loan servicing assets and
interest-only strips as recurring with Level 3 measurement inputs.
Servicing
liabilities
SBA
loan servicing liabilities represent the value associated with servicing SBA
loans sold. The value is determined through a discounted cash flow analysis
which uses discount rates, prepayment speeds and delinquency rate assumptions
as inputs. All of these assumptions require a significant degree of management
judgment. The fair market valuation is performed on a quarterly basis. The
Company classifies 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
ASC 820-10 fair value hierarchy levels as of March 31, 2010 and December 31,
2009:
Assets
Measured at Fair Value on a Recurring Basis
(Dollars in Thousands)
|
|
Fair Value Measurements Using:
|
|
As
of March 31, 2010
|
|
Total Fair
Value
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Securities of government
sponsored enterprises
|
|
$
|
153,823
|
|
$
|
|
|
$
|
153,823
|
|
$
|
|
|
Mortgage backed securities
|
|
125,066
|
|
|
|
125,066
|
|
|
|
Collateralized mortgage
obligations
|
|
364,693
|
|
|
|
364,693
|
|
|
|
Corporate securities
|
|
2,039
|
|
|
|
2,039
|
|
|
|
Municipal bonds
|
|
42,095
|
|
|
|
42,095
|
|
|
|
Servicing assets
|
|
6,715
|
|
|
|
|
|
6,715
|
|
Interest-only strips
|
|
667
|
|
|
|
|
|
667
|
|
Servicing liabilities
|
|
(392
|
)
|
|
|
|
|
(392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using:
|
|
As
of December 31, 2009
|
|
Total Fair
Value
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Securities of government
sponsored enterprises
|
|
$
|
155,382
|
|
$
|
|
|
$
|
155,382
|
|
$
|
|
|
Mortgage backed securities
|
|
131,711
|
|
|
|
131,711
|
|
|
|
Collateralized mortgage
obligations
|
|
319,554
|
|
|
|
319,554
|
|
|
|
Corporate securities
|
|
2,017
|
|
|
|
2,017
|
|
|
|
Municipal bonds
|
|
42,654
|
|
|
|
42,654
|
|
|
|
Servicing assets
|
|
6,898
|
|
|
|
|
|
6,898
|
|
Interest-only strips
|
|
724
|
|
|
|
|
|
724
|
|
Servicing liabilities
|
|
(407
|
)
|
|
|
|
|
(407
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial 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 March 31, 2010 and March 31,
2009:
(Dollars
in Thousands)
|
|
At December
31, 2009
|
|
Net Realized
Losses in
Net Income
|
|
Unrealized
Loss in Other
Comprehensive
Income
|
|
Net
Purchases,
Sales and
Settlements
|
|
Transfers
In/out of
Level 3
|
|
At March 31,
2010
|
|
Net
Cumulative
Unrealized
Loss
|
|
Servicing assets
|
|
$
|
6,898
|
|
$
|
(183
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
6,715
|
|
$
|
|
|
Interest-only strips
|
|
724
|
|
(22
|
)
|
(35
|
)
|
|
|
|
|
667
|
|
(280
|
)
|
Servicing liabilities
|
|
(407
|
)
|
15
|
|
|
|
|
|
|
|
(392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
At December
31, 2008
|
|
Net Realized
Losses in
Net Income
|
|
Unrealized
Loss in Other
Comprehensive
Income
|
|
Net
Purchases,
Sales and
Settlements
|
|
Transfers
In/out of
Level 3
|
|
At March 31,
2009
|
|
Net
Cumulative
Unrealized
Loss
|
|
Servicing assets
|
|
$
|
4,838
|
|
$
|
(48
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
4,790
|
|
$
|
|
|
Interest-only strips
|
|
632
|
|
(25
|
)
|
54
|
|
|
|
|
|
661
|
|
(280
|
)
|
Servicing liabilities
|
|
(328
|
)
|
(5
|
)
|
|
|
|
|
|
|
(333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Table of
Contents
The following tables
present the aggregated balance of assets measured at estimated fair value on a
non-recurring basis at March 31, 2010 and December 31, 2009, and the
total losses resulting from these fair value adjustments for the three months
ended March 31, 2010 and December 31, 2009:
As of March 31, 2010
(Dollars
in Thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Net Realized Losses
in Net Income
|
|
Collateral dependent
impaired loans
|
|
$
|
|
|
$
|
|
|
$
|
161,536
|
|
$
|
161,536
|
|
$
|
19,202
|
|
OREO
|
|
|
|
|
|
5,098
|
|
5,098
|
|
24
|
|
Total
|
|
$
|
|
|
$
|
|
|
$
|
166,634
|
|
$
|
166,634
|
|
$
|
19,226
|
|
As of December 31, 2009
(Dollars
in Thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Net Realized Losses
in Net Income
|
|
Collateral dependent
impaired loans
|
|
$
|
|
|
$
|
|
|
$
|
128,764
|
|
$
|
128,764
|
|
$
|
10,250
|
|
OREO
|
|
|
|
|
|
4,031
|
|
4,031
|
|
435
|
|
Total
|
|
$
|
|
|
$
|
|
|
$
|
132,795
|
|
$
|
132,795
|
|
$
|
10,685
|
|
Note 5.
Investment Securities
The following table
summarizes the amortized cost, market value, net unrealized gain (loss), and
distribution of our investment securities as of the dates indicated:
Investment
Securities Portfolio
(Dollars in Thousands)
|
|
As
of March 31, 2010
|
|
As
of December 31, 2009
|
|
|
|
Amortized
Cost
|
|
Market
Value
|
|
Net
Unrealized
Gain
|
|
Amortized
Cost
|
|
Market
Value
|
|
Net
Unrealized
Gain (Loss)
|
|
Held to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
105
|
|
$
|
108
|
|
$
|
3
|
|
$
|
109
|
|
$
|
109
|
|
$
|
|
|
Total investment securities held to maturity
|
|
$
|
105
|
|
$
|
108
|
|
$
|
3
|
|
$
|
109
|
|
$
|
109
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored
enterprises
|
|
$
|
153,807
|
|
$
|
153,823
|
|
$
|
16
|
|
$
|
156,879
|
|
$
|
155,382
|
|
$
|
(1,497
|
)
|
Mortgage backed securities
|
|
123,736
|
|
125,066
|
|
1,330
|
|
131,617
|
|
131,711
|
|
94
|
|
Collateralized mortgage obligations
|
|
360,775
|
|
364,693
|
|
3,918
|
|
318,531
|
|
319,554
|
|
1,023
|
|
Corporate securities
|
|
2,000
|
|
2,039
|
|
39
|
|
2,000
|
|
2,017
|
|
17
|
|
Municipal securities
|
|
41,627
|
|
42,095
|
|
468
|
|
42,068
|
|
42,654
|
|
586
|
|
Total investment securities available for sale
|
|
$
|
681,945
|
|
$
|
687,716
|
|
$
|
5,771
|
|
$
|
651,095
|
|
$
|
651,318
|
|
$
|
223
|
|
10
Table of
Contents
The following table
summarizes the maturity and repricing schedule of our investment securities at
their market values at March 31, 2010:
Investment
Maturities and Repricing Schedule
(Dollars in Thousands)
|
|
Within
One Year
|
|
After
One &
Within Five
Years
|
|
After
Five &
Within Ten
Years
|
|
After
Ten Years
|
|
Total
|
|
Held to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
|
|
$
|
105
|
|
$
|
|
|
$
|
|
|
$
|
105
|
|
Total investment securities held to maturity
|
|
$
|
|
|
$
|
105
|
|
$
|
|
|
$
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored
enterprises
|
|
$
|
|
|
$
|
|
|
$
|
153,823
|
|
$
|
|
|
$
|
153,823
|
|
Mortgage backed securities
|
|
7,018
|
|
590
|
|
4,167
|
|
113,291
|
|
125,066
|
|
Collateralized mortgage obligations
|
|
12,364
|
|
333,168
|
|
19,161
|
|
|
|
364,693
|
|
Corporate securities
|
|
|
|
2,039
|
|
|
|
|
|
2,039
|
|
Municipal securities
|
|
|
|
734
|
|
4,204
|
|
37,157
|
|
42,095
|
|
Total investment securities available for sale
|
|
$
|
19,382
|
|
$
|
336,531
|
|
$
|
181,355
|
|
$
|
150,448
|
|
$
|
687,716
|
|
The following table shows
the gross unrealized losses and fair values of our investments, aggregated by
investment category and length of time that individual securities have been in
a continuous unrealized loss positions, at March 31, 2010 and December 31,
2009:
As of
March 31, 2010
(Dollars in Thousands)
|
|
Less
than 12 months
|
|
12
months or longer
|
|
Total
|
|
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
Description of Securities (AFS)
(1)
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored enterprises
|
|
$
|
42,575
|
|
$
|
(384
|
)
|
$
|
|
|
$
|
|
|
$
|
42,575
|
|
$
|
(384
|
)
|
Mortgage-backed securities
|
|
17,932
|
|
(98
|
)
|
|
|
|
|
17,932
|
|
(98
|
)
|
Collateralized mortgage obligations
|
|
55,612
|
|
(113
|
)
|
|
|
|
|
55,612
|
|
(113
|
)
|
Corporate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds
|
|
10,159
|
|
(227
|
)
|
7,557
|
|
(258
|
)
|
17,716
|
|
(485
|
)
|
|
|
$
|
126,278
|
|
$
|
(822
|
)
|
$
|
7,557
|
|
$
|
(258
|
)
|
$
|
133,835
|
|
$
|
(1,080
|
)
|
As of December 31, 2009
(Dollars
in Thousands)
|
|
Less
than 12 months
|
|
12
months or longer
|
|
Total
|
|
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
Description of Securities (AFS)
(1)
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored enterprises
|
|
$
|
110,296
|
|
$
|
(1,600
|
)
|
$
|
|
|
$
|
|
|
$
|
110,296
|
|
$
|
(1,600
|
)
|
Mortgage-backed securities
|
|
85,313
|
|
(726
|
)
|
|
|
|
|
85,313
|
|
(726
|
)
|
Collateralized mortgage obligations
|
|
145,622
|
|
(975
|
)
|
|
|
|
|
145,622
|
|
(975
|
)
|
Corporate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds
|
|
18,783
|
|
(505
|
)
|
|
|
|
|
18,783
|
|
(505
|
)
|
|
|
$
|
360,014
|
|
$
|
(3,806
|
)
|
$
|
|
|
$
|
|
|
$
|
360,014
|
|
$
|
(3,806
|
)
|
(1)
The Company had no held to
maturity investment securities with unrealized losses at March 31, 2010
and December 31, 2009.
11
Table of Contents
At March 31, 2010,
the total unrealized losses less than 12 months old were $822,000 and total
unrealized losses more than 12 months old were $258,000 for the same
period. The aggregate related fair value
of investments with unrealized losses less than 12 months old was $126.2
million at March 31, 2010, and $7.6 million with unrealized losses more
than 12 months old. As of December 31,
2009, the total unrealized losses less than 12 months old were $3.8 million,
and there were no unrealized losses more than 12 months old. The aggregate
related fair value of investments with unrealized losses less than 12 months
old was $360.0 million at December 31, 2009.
Credit related declines
in the fair value of securities below their cost that are deemed to be other
than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment
losses, we consider, among other things, (i) the length of time and the
extent to which the fair value has been less than cost, (ii) the financial
condition and near-term prospects of the issuer, and (iii) our intent and
ability to retain our investment in the issuer for a period of time sufficient
to allow for any anticipated recovery in fair value.
Management
determined that any individual unrealized loss as of March 31, 2010 did
not represent an other-than-temporary impairment. The unrealized losses on our
government-sponsored enterprises (GSE) bonds, GSE collateralized mortgage
obligations (CMOs), and GSE mortgage backed securities (MBS) were
attributable to both changes in interest rate (U.S. Treasury curve) and a
repricing of risk (spreads widening against risk-fee rate) in the market. We do
not own any non-agency MBS or CMO. All GSE bonds, GSE CMO, and GSE MBS
securities are backed by U.S. Government Sponsored and Federal Agencies and
therefore rated
Aaa/AAA
. We have no
exposure to the Subprime Market in the form of Asset Backed Securities, or
ABS, and Collateralized Debt Obligations, or CDOs that are below investment
grade. We have the intent and ability to
hold the securities in an unrealized loss position at March 31, 2010 until
the market value recovers or the securities mature.
Municipal
bonds and corporate bonds are evaluated by reviewing the credit-worthiness of
the issuer and market conditions. The unrealized losses on our municipal and
corporate 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 the securities in an unrealized
loss position at March 31, 2010 until the market value recovers or the
securities mature.
12
Table of
Contents
Note 6. Loans
The loans in the
portfolio as a result of the Mirae Bank acquisition are covered by the FDIC
loss-share agreements and such loans are referred to herein as covered loans. All loans other than the covered loans are
referred to herein as non-covered loans.
A summary of covered and non-covered loans is presented in the table
below:
Covered &
Non-Covered Loans
|
|
(Dollars in Thousands)
|
|
|
|
March 31, 2010
|
|
December 31, 2009
|
|
Non-covered loans:
|
|
|
|
|
|
Construction
|
|
$
|
47,564
|
|
$
|
48,371
|
|
Real estate secured
|
|
1,795,142
|
|
1,783,638
|
|
Commercial and industrial
|
|
313,872
|
|
325,034
|
|
Consumer
|
|
16,113
|
|
16,626
|
|
Total loans
|
|
2,172,691
|
|
2,173,669
|
|
Unearned Income
|
|
(4,938
|
)
|
(5,311
|
)
|
Gross loans, net of unearned income
|
|
2,167,753
|
|
2,168,358
|
|
Allowance for losses on loans
|
|
(71,597
|
)
|
(61,377
|
)
|
Net loans
|
|
$
|
2,096,156
|
|
$
|
2,106,981
|
|
|
|
|
|
|
|
Covered loans:
|
|
|
|
|
|
Construction
|
|
$
|
|
|
$
|
|
|
Real estate secured
|
|
188,353
|
|
196,066
|
|
Commercial and industrial
|
|
61,527
|
|
62,409
|
|
Consumer
|
|
191
|
|
608
|
|
Total loans
|
|
250,071
|
|
259,083
|
|
Allowance for losses on loans
|
|
(7,979
|
)
|
(753
|
)
|
Net loans
|
|
$
|
242,092
|
|
$
|
258,330
|
|
|
|
|
|
|
|
Total loans:
|
|
|
|
|
|
Construction
|
|
$
|
47,564
|
|
$
|
48,371
|
|
Real estate secured
|
|
1,983,495
|
|
1,979,704
|
|
Commercial and industrial
|
|
375,399
|
|
387,443
|
|
Consumer
|
|
16,304
|
|
17,234
|
|
Total loans
|
|
2,422,762
|
|
2,432,752
|
|
Unearned Income
|
|
(4,938
|
)
|
(5,311
|
)
|
Gross loans, net of unearned income
|
|
2,417,824
|
|
2,427,441
|
|
Allowance for losses on loans
|
|
(79,576
|
)
|
(62,130
|
)
|
Net loans
|
|
$
|
2,338,248
|
|
$
|
2,365,311
|
|
In accordance with ASC
310-30 (formerly 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 it was probable, at the time of acquisition, that 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 by loan type: construction, commercial &
industrial, real estate secured, and consumer.
The difference between
contractually required payments at acquisition and the cash flows expected to
be collected at acquisition is referred to as the non-accretable difference
which is included in the carrying amount of the loans. Subsequent decreases to
the expected cash flows will generally result in a provision for loan losses.
Subsequent increases in cash flows result in a reversal of the provision for
loan losses to the extent of prior charges, or a reversal of the non-accretable
difference with a positive impact on interest income. Further, any excess of
cash flows expected at acquisition over the estimated fair value is referred to
as the accretable yield and is recognized into interest income over the
remaining life of the loan when there is a reasonable expectation about the
amount and timing of such cash flows.
13
Table of Contents
The following table
represents the carry value of SOP 03-3 and non SOP 03-3 loans acquired from
Mirae Bank at March 31, 2010:
(Dollars
in Thousands)
|
|
March 31, 2010
|
|
|
|
|
|
Non SOP 03-3 loans
|
|
$
|
243,264
|
|
SOP 03-3 loans
|
|
6,807
|
|
Total outstanding balance
|
|
250,071
|
|
Allowance related to these loans
|
|
(7,979
|
)
|
Carrying amount, net of
allowance
|
|
$
|
242,092
|
|
The following table
represents the balance of SOP 03-3 acquired loans from Mirae Bank for which it
was probable at the time of the acquisition that all of the contractually
required payments would not be collected:
(Dollars
in Thousands)
|
|
March 31, 2010
|
|
|
|
|
|
Breakdown of SOP 03-3 Loans
|
|
|
|
Real Estate loans
|
|
$
|
5,102
|
|
Commercial loans
|
|
$
|
1,705
|
|
Loan acquired from the
acquisition of Mirae Bank were discounted based on estimated cashflows to be
received at June 26, 2009. Discount
on acquired loans totaled $54.9 million at acquisition. Discount accretion on acquired loans of $1.3
million was recorded as interest income as follows:
(Dollars
in Thousands)
|
|
March 31, 2010
|
|
|
|
|
|
Beginning balance of discount on loans 12/31/09
|
|
$
|
30,846
|
|
Discount accretion income recognized
|
|
(1,271
|
)
|
Disposals related to charge-offs
|
|
(4,559
|
)
|
Disposals related to loan sales
|
|
(287
|
)
|
Carrying amount, net of allowance
|
|
$
|
24,729
|
|
14
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,
|
|
|
|
March 31,
2010
|
|
December 31,
2009
|
|
March 31,
2009
|
|
Balances:
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
Balances
at beginning of period
|
|
$
|
62,130
|
|
$
|
54,735
|
|
$
|
29,437
|
|
Actual charge-offs:
(1)
|
|
|
|
|
|
|
|
Real
estate secured
|
|
4,373
|
|
8,495
|
|
672
|
|
Commercial
and industrial
|
|
1,340
|
|
10,117
|
|
1,629
|
|
Consumer
|
|
115
|
|
43
|
|
102
|
|
Total
charge-offs
|
|
5,828
|
|
18,655
|
|
2,403
|
|
|
|
|
|
|
|
|
|
Recoveries on loans previously charged off:
|
|
|
|
|
|
|
|
Real
estate secured
|
|
11
|
|
174
|
|
|
|
Commercial
and industrial
|
|
468
|
|
441
|
|
70
|
|
Consumer
|
|
34
|
|
40
|
|
43
|
|
Total
recoveries
|
|
513
|
|
655
|
|
113
|
|
|
|
|
|
|
|
|
|
Net
loan charge-offs
|
|
5,315
|
|
18,000
|
|
2,290
|
|
|
|
|
|
|
|
|
|
FDIC
Indemnification
|
|
5,831
|
|
855
|
|
|
|
Provision
for losses on loan and loan commitments
(2)
|
|
16,930
|
|
24,540
|
|
7,009
|
|
Balances
at end of period
|
|
$
|
79,576
|
|
$
|
62,130
|
|
$
|
34,156
|
|
Allowance for loan commitments:
|
|
|
|
|
|
|
|
Balances
at beginning of year
|
|
$
|
2,515
|
|
$
|
1,455
|
|
$
|
1,243
|
|
Provision
for losses (recapture) on loan commitments
|
|
70
|
|
1,060
|
|
(309
|
)
|
Balance
at end of period
|
|
$
|
2,585
|
|
$
|
2,515
|
|
$
|
934
|
|
|
|
|
|
|
|
|
|
Ratios
:
|
|
|
|
|
|
|
|
Net
loan charge-offs to average total loans
|
|
0.22
|
%
|
0.74
|
%
|
0.11
|
%
|
Allowance
for loan losses to total loans at end of period
|
|
3.29
|
%
|
2.56
|
%
|
1.65
|
%
|
Net
loan charge-offs to allowance for loan losses at end of period
|
|
6.68
|
%
|
28.97
|
%
|
6.70
|
%
|
Net
loan charge-offs to provision for losses on loans and
loan
commitments
|
|
31.26
|
%
|
70.31
|
%
|
34.18
|
%
|
(1) Charge-off amount for March 31, 2010
includes net charge-offs of covered loans amounting to $63,000, which
represents gross covered loan charge-offs of $4.1 million less FDIC receivable
portion of $4.0 million.
(2)
Provision for loss on loans
and loan commitments amount includes net provisions for covered loans amounting
to $63,000 which represents gross covered loan provision of $4.1 million less
FDIC receivable portion of $4.0 million.
15
Table of
Contents
The table below
summarizes for the end of the periods indicated, the balance of our allowance
for losses on loans and the percent of such loan balances for each loan type:
Distribution
and Percentage Composition of Allowance for Loan Losses
(Dollars in
Thousands)
|
|
March 31,
2010
|
|
December 31,
2009
|
|
|
|
Reserve
|
|
Gross
Loans
|
|
(%)
|
|
Reserve
|
|
Gross
Loans
|
|
(%)
|
|
Applicable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
470
|
|
$
|
47,564
|
|
0.99
|
%
|
$
|
411
|
|
$
|
48,371
|
|
0.85
|
%
|
Real estate secured
|
|
51,108
|
|
1,983,496
|
|
2.58
|
%
|
34,458
|
|
1,979,704
|
|
1.74
|
%
|
Commercial and industrial
|
|
27,833
|
|
375,398
|
|
7.41
|
%
|
27,059
|
|
387,443
|
|
6.98
|
%
|
Consumer
|
|
165
|
|
16,304
|
|
1.01
|
%
|
202
|
|
17,234
|
|
1.17
|
%
|
Total allowance
|
|
$
|
79,576
|
|
$
|
2,422,762
|
|
3.28
|
%
|
$
|
62,130
|
|
$
|
2,432,752
|
|
2.55
|
%
|
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 the Company will
be unable to collect all amounts due according to the contractual terms of the
loan agreement. At March 31, 2010, our recorded impaired loans totaled
$193.7 million, of which $80.3 million had specific reserves of $28.4 million.
At December 31, 2009, our recorded impaired loans totaled $165.2 million,
of which $84.2 million had specific reserves of $15.6 million.
On a quarterly basis, we
utilize a classification migration model and individual loan impairment 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
loss history to determine historical losses by classification category for each
loan type, except for 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 a 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.
Note 7. Shareholders Equity
Earnings per Share
Basic earnings per share
(EPS) excludes dilution and is calculated 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 Company.
The following table provides the basic and diluted EPS computations for the
periods indicated below:
|
|
For the
Three Months Ended March 31,
|
|
(Dollars in Thousands, Except per Share Data)
|
|
2010
|
|
2009
|
|
Numerator:
|
|
|
|
|
|
Net income available to
common shareholders
|
|
$
|
2,412
|
|
$
|
2,139
|
|
Denominator:
|
|
|
|
|
|
Denominator for basic
earnings per share:
|
|
|
|
|
|
Weighted-average shares
|
|
29,484,006
|
|
29,413,757
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
Stock option dilution
|
|
53,927
|
|
8,533
|
|
Denominator for diluted
earnings per share:
|
|
|
|
|
|
Adjusted weighted-average
shares and assumed conversions
|
|
29,537,933
|
|
29,422,290
|
|
Basic earnings per share
|
|
$
|
0.08
|
|
$
|
0.07
|
|
Diluted earnings per share
|
|
$
|
0.08
|
|
$
|
0.07
|
|
16
Table of Contents
Note
8. Business Segment Reporting
The following disclosure
about segments of the Company is made in accordance with the requirements of
ASC 280 (formerly SFAS No. 131,
Disclosures
about Segments of an Enterprise and Related Information)
. The Company segregates its operations into
three primary segments: banking
operations, 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.
The following are the
results of operations of the Companys segments for the periods indicated
below:
|
|
Three Months Ended March 31,
2010
|
|
(Dollars
in Thousands)
|
|
Banking
|
|
|
|
|
|
|
|
Business
Segments
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
25,586
|
|
$
|
554
|
|
$
|
2,418
|
|
$
|
28,558
|
|
Less provision (recapture)
for loan losses
|
|
12,220
|
|
(871
|
)
|
5,651
|
|
17,000
|
|
Non-interest income
|
|
6,751
|
|
242
|
|
792
|
|
7,785
|
|
Non-interest expense
|
|
13,611
|
|
436
|
|
643
|
|
14,690
|
|
Income (loss) before taxes
|
|
$
|
6,506
|
|
$
|
1,231
|
|
$
|
(3,084
|
)
|
$
|
4,653
|
|
Total assets
|
|
$
|
3,228,249
|
|
$
|
36,877
|
|
$
|
194,186
|
|
$
|
3,459,312
|
|
|
|
Three Months Ended March 31,
2009
|
|
(Dollars
in Thousands)
|
|
Banking
|
|
|
|
|
|
|
|
Business
Segments
|
|
Operations
|
|
TFD
|
|
SBA
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
17,060
|
|
$
|
441
|
|
$
|
2,163
|
|
$
|
19,664
|
|
Less provision for loan
losses
|
|
4,007
|
|
829
|
|
1,864
|
|
6,700
|
|
Non-interest income
|
|
2,774
|
|
284
|
|
679
|
|
3,737
|
|
Non-interest expense
|
|
11,278
|
|
272
|
|
437
|
|
11,987
|
|
Income (loss) before taxes
|
|
$
|
4,549
|
|
$
|
(376
|
)
|
$
|
541
|
|
$
|
4,714
|
|
Total assets
|
|
$
|
2,403,788
|
|
$
|
52,109
|
|
$
|
155,385
|
|
$
|
2,611,282
|
|
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. The types of collateral that we hold varies,
but may include accounts receivable, inventory, property, plant, and equipment
and income-producing properties.
17
Table of Contents
Commitments at March 31,
2010 are summarized as follows:
(Dollars in Thousands)
|
|
March 31, 2010
|
|
Commitments to extend
credit
|
|
$
|
262,232
|
|
Standby letters of credit
|
|
8,229
|
|
Commercial letters of
credit
|
|
16,684
|
|
Commitments to fund Low
Income Housing Tax Credits (LIHTC)
|
|
10,176
|
|
|
|
|
|
|
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 2009,
FASB issued ASU 2009-16, Transfers and Servicing (Topic 860): Accounting for
Transfers of Financial Assets. Update 2009-16 will require more information
regarding transferred financial assets, including securitization transactions,
and where entities have continuing exposure to risks related to transferred
financial assets. The Company adopted
this standard as of January 1, 2010.
As a result of certain recourse provisions that are included in the sale
of SBA guaranteed loans, of the classification of sold SBA guarantee portions
are recorded as secured borrowings and the gain from the sale of such loans are
deferred until such recourse provisions are reassessed.
In January 2010,
FASB issued Accounting Standards Update 2010-06, Improving Disclosures about
Fair Value Measurements. ASU 2010-06 will require reporting entities to make
new disclosures about (a) amounts and reasons for significant transfers in
and out of Level 1 and Level 2 fair value measurements, (b) Input and
valuation techniques used to measure fair value for both recurring and
nonrecurring fair value measurements that fall in either Level 2 or Level 3 and
(c) information on purchases, sales, issuances and settlements in the roll
forward of activity in Level 3 fair value measures. The new and revised
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2009 except for disclosures about purchases, sales,
issuances and settlements in the roll forward of activity in Level 3 fair value
measures, which are effective for fiscal years beginning after December 15,
2010. The adoption of ASU 2010-06 effective for reporting periods after December 15,
2009 did not have a material impact on the consolidated financial statements.
The Company is still evaluating the impact of the remainder of ASU 2010-06
effective for fiscal years beginning after December 15, 2010.
In February 2010,
FASB issued ASU 2010-09, and amendment of ASC 855 (formerly Statement No. 165,
Subsequent Events). ASC 855 was issued
to establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are issued
or are available to be issued. ASC Topic 2010-09 amends ASC 855 by adding the
SEC filer, and revised financial statements to the ASC Master Glossary
while removing the definition of public entity from the glossary. The
amendment also exempts SEC filers from disclosing the date through which
subsequent events have been evaluated and require SEC files and conduit debt
obligors to evaluate subsequent events through the date the financial
statements are issued. ASU 2010-09 is
effective as of the issue date for financial statements that are issued,
available to be issued, or revised. The adoption of ASU 2010-09 did not have a
material impact on the consolidated financial statements.
Note
11. Subsequent Events
The Company
evaluated subsequent events through the date the financial statements were
issued. As of the issue date of this report, the Company did not have any
subsequent events to report.
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 months ended March 31,
2010 and March 31, 2009, financial condition as of March 31, 2010 and December 31,
2009, 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, 2009, 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.
·
Maintaining or increasing our market share depends on
market acceptance and regulatory approval of new products and services.
·
Significant reliance on loans secured by real estate
may increase our vulnerability to downturns in the California real estate
market and other variables impacting the value of real estate.
·
If we fail to retain our key employees, our growth and
profitability could be adversely affected.
·
We may be unable to manage future growth.
19
Table of Contents
·
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, 2009 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.
20
Table of Contents
Selected
Financial Data
The following table
presents selected historical financial information for the three months ended March 31,
2010, December 31, 2009, and March 31, 2009. In the opinion of
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,
|
|
(Dollars in thousands, except
per share data) (unaudited)
|
|
March 31,
2010
|
|
December 31,
2009
|
|
March 31,
2009
|
|
Net income available to common shareholders
|
|
$
|
2,412
|
|
$
|
3,174
|
|
$
|
2,139
|
|
Net income per common share, basic
|
|
0.08
|
|
0. 11
|
|
0.07
|
|
Net income per common share, diluted
|
|
0.08
|
|
0.11
|
|
0.07
|
|
Net interest income before provision for loan
losses and loan commitments
|
|
28,558
|
|
29,406
|
|
19,664
|
|
|
|
|
|
|
|
|
|
Average balances:
|
|
|
|
|
|
|
|
Assets
|
|
3,417,633
|
|
3,414,830
|
|
2,525,225
|
|
Cash and cash equivalents
|
|
216,127
|
|
260,880
|
|
105,417
|
|
Investment securities
|
|
665,366
|
|
613,021
|
|
286,553
|
|
Net loans
|
|
2,359,522
|
|
2,388,443
|
|
2,030,595
|
|
Total deposits
|
|
2,886,514
|
|
2,787,804
|
|
1,832,479
|
|
Shareholders equity
|
|
273,293
|
|
278,382
|
|
259,072
|
|
Performance Ratios:
|
|
|
|
|
|
|
|
Annualized return on average assets
|
|
0.39
|
%
|
0.48
|
%
|
0.48
|
%
|
Annualized return on average equity
|
|
4.85
|
%
|
5.86
|
%
|
4.72
|
%
|
Net interest margin
|
|
3.65
|
%
|
3.73
|
%
|
3.35
|
%
|
Efficiency ratio
|
|
40.42
|
%
|
35.08
|
%
|
51.22
|
%
|
Capital Ratios:
|
|
|
|
|
|
|
|
Tier 1 capital to adjusted total assets
|
|
9.78
|
%
|
9.77
|
%
|
12.79
|
%
|
Tier 1 capital to risk-weighted assets
|
|
14.50
|
%
|
14.37
|
%
|
15.15
|
%
|
Total capital to risk-weighted assets
|
|
15.95
|
%
|
15.81
|
%
|
16.69
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
December 31, 2009
|
|
March 31, 2009
|
|
Period-end balances as of:
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,459,312
|
|
$
|
3,435,997
|
|
$
|
2,611,282
|
|
Investment securities
|
|
687,821
|
|
651,427
|
|
320,188
|
|
Total loans, net of
unearned income and allowance for loan losses
|
|
2,417,824
|
|
2,427,441
|
|
2,074,001
|
|
Total deposits
|
|
2,925,045
|
|
2,828,215
|
|
1,905,447
|
|
Junior subordinated
debentures
|
|
87,321
|
|
87,321
|
|
87,321
|
|
FHLB borrowings
|
|
126,000
|
|
232,000
|
|
340,000
|
|
Total common equity
|
|
210,637
|
|
206,205
|
|
198,144
|
|
|
|
|
|
|
|
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|
|
(net of SBA guaranteed portion)
|
|
|
|
|
|
|
|
Net charge-off to average
total loans for the quarter
|
|
0.22
|
%
|
0.74
|
%
|
0.11
|
%
|
Non-performing loans to
total loans
|
|
4.34
|
%
|
2.92
|
%
|
1.43
|
%
|
Non-performing assets to
total loans and other real estate owned
|
|
4.54
|
%
|
3.07
|
%
|
1.73
|
%
|
Allowance for loan losses
to total loans
|
|
3.29
|
%
|
2.56
|
%
|
1.65
|
%
|
Allowance for loan losses
to non-performing loans
|
|
75.77
|
%
|
87.78
|
%
|
114.84
|
%
|
21
Table of Contents
Executive
Overview
We operate a community
bank engaged in the 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 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, formerly operated by Mirae and located within
southern California, were integrated into our branch network, although four of
the branches were eventually closed due to their proximity to our existing
branches. In the first quarter, an additional branch in Van Nuys, California
was opened. We also have six loan
production offices in Aurora, Colorado; Atlanta, Georgia; Dallas, Texas;
Houston, Texas; Annandale, Virginia and Fort Lee, New Jersey.
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
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 2009 Annual Report
on Form 10-K in the Critical Accounting Policies section of Managements
Discussion and Analysis of Financial Condition and Results of Operations,
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 March 31, 2010.
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 interest income
before provision for losses on loans and loan commitments increased by $8.9
million or 45.2%, to $28.6 million in the first quarter of 2010, compared to
$19.7 million in the first quarter of 2009.
Net interest margin of 3.65% in the first quarter of 2010 was increased
by 30 basis points from net interest margin of 3.35% in the previous year. The
increase in net interest income was primarily due to a corresponding increase
in interest income while interest expense decreased slightly.
Interest income increased
by $7.9 million, or 23.6%, to $41.3 million in first quarter of 2010 compared
to $33.4 million in the first quarter of 2009.
The increase in interest income was primarily due to higher average balances
in our loan portfolio and in our US government agency securities portfolio, and
the accretion of discounted loans.
Average loan balances increased by $328.9 million to $2.4 billion in the
first quarter of 2010, compared to $2.0 billion in the first quarter of
2009. This increase was primarily due to
loans acquired as a result of the acquisition of Mirae Bank on June 26,
2009.
22
Table of Contents
The average balances of
investment securities increased from $286.6 million to $665.4 million from the
first quarter of 2009 to 2010. Due to
the lower rate environment, the overall tax equivalent yield on investments
decreased from 4.24% at March 31, 2009 to 3.52% at March 31, 2010.
Interest expense
decreased by $1.0 million, or 7.4%, to $12.7 million in the first quarter of
2010 compared to $13.8 million in the first quarter of 2009, although average
balances of our interest bearing liabilities increased by $762.1 million to
$2.7 billion in the first quarter of 2010 compared to $2.0 billion in the first
quarter of 2009. The increase is
attributable to an increase in deposits amounting to $1.0 billion from the
first quarter of 2009 to 2010, while FHLB borrowings decreased by $197.5
million during the same period. Total
cost of interest bearing liabilities decreased from 2.79% at the end of the
first quarter 2009 to 1.87% at the end of the first quarter of 2010. The decrease resulted from an improved
deposits mix as cored deposits to total deposits increased, and an interest
rate reduction on interest bearing deposits.
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)
|
|
Three
Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rate/Yield
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rate/Yield
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans
(1)
|
|
$
|
2,359,522
|
|
$
|
35,304
|
|
5.98
|
%
|
$
|
2,030,595
|
|
$
|
30,192
|
|
5.95
|
%
|
Securities of government
sponsored enterprises
|
|
620,393
|
|
5,144
|
|
3.32
|
%
|
261,629
|
|
2,668
|
|
4.08
|
%
|
Other investment securities
(2)
|
|
44,973
|
|
471
|
|
6.33
|
%
|
24,924
|
|
275
|
|
5.97
|
%
|
Federal funds sold
|
|
130,965
|
|
382
|
|
1.17
|
%
|
45,639
|
|
289
|
|
2.53
|
%
|
Total interest-earning
assets
|
|
3,155,853
|
|
41,301
|
|
5.27
|
%
|
2,362,787
|
|
33,424
|
|
5.67
|
%
|
Total non-interest-earning assets
|
|
261,780
|
|
|
|
|
|
162,438
|
|
|
|
|
|
Total assets
|
|
$
|
3,417,633
|
|
|
|
|
|
$
|
2,525,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market deposits
|
|
$
|
956,035
|
|
4,023
|
|
1.68
|
%
|
$
|
362,733
|
|
2,331
|
|
2.57
|
%
|
Super NOW deposits
|
|
22,481
|
|
29
|
|
0.52
|
%
|
19,557
|
|
46
|
|
0.94
|
%
|
Savings deposits
|
|
74,052
|
|
586
|
|
3.17
|
%
|
43,241
|
|
393
|
|
3.63
|
%
|
Time deposits of $100,000
or more
|
|
768,882
|
|
3,047
|
|
1.58
|
%
|
933,494
|
|
6,668
|
|
2.86
|
%
|
Other time deposits
|
|
675,764
|
|
3,489
|
|
2.07
|
%
|
196,714
|
|
1,743
|
|
3.54
|
%
|
FHLB borrowings and other
borrowings
|
|
148,000
|
|
920
|
|
2.49
|
%
|
327,344
|
|
1,658
|
|
2.03
|
%
|
Junior subordinated
debenture
|
|
87,321
|
|
649
|
|
2.97
|
%
|
87,321
|
|
921
|
|
4.22
|
%
|
Total interest-bearing
liabilities
|
|
2,732,535
|
|
12,743
|
|
1.87
|
%
|
1,970,404
|
|
13,760
|
|
2.79
|
%
|
Non-interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing deposits
|
|
389,300
|
|
|
|
|
|
276,740
|
|
|
|
|
|
Other liabilities
|
|
22,505
|
|
|
|
|
|
19,009
|
|
|
|
|
|
Total non-interest-bearing liabilities
|
|
411,805
|
|
|
|
|
|
295,749
|
|
|
|
|
|
Shareholders equity
|
|
273,293
|
|
|
|
|
|
259,072
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
3,417,633
|
|
|
|
|
|
$
|
2,525,225
|
|
|
|
|
|
Net interest income
|
|
|
|
$
|
28,558
|
|
|
|
|
|
$
|
19,664
|
|
|
|
Net interest spread
(3)
|
|
|
|
|
|
3.40
|
%
|
|
|
|
|
2.88
|
%
|
Net interest margin
(4)
|
|
|
|
|
|
3.65
|
%
|
|
|
|
|
3.35
|
%
|
(1)
Net loan fees
are included in the calculation of interest income. Net loan fees were
approximately $763,000 and $569,000 for the quarters ended March 31, 2010
and 2009, respectively. Loans are net of
the allowance for loan losses, deferred fees, unearned income, and related
direct costs, but include loans placed on non-accrual status.
(2)
Represents tax
equivalent yields, non-tax equivalent yields for 2010 and 2009 were 4.19% and
4.41%, respectively.
(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.
23
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 March 31,
2010 vs. 2009
Increases (Decreases)
Due to Change In
|
|
|
|
Volume
|
|
Rate
|
|
Total
|
|
Interest income:
|
|
|
|
|
|
|
|
Net loans
(1)
|
|
$
|
4,922
|
|
$
|
190
|
|
$
|
5,112
|
|
Securities of government sponsored enterprises
|
|
3,056
|
|
(580
|
)
|
2,476
|
|
Other Investment securities
|
|
212
|
|
(15
|
)
|
197
|
|
Federal funds sold
|
|
314
|
|
(221
|
)
|
93
|
|
Interest-earning deposits
|
|
|
|
|
|
|
|
Total interest income
|
|
8,504
|
|
(626
|
)
|
7,878
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
Money market deposits
|
|
2,727
|
|
(1,035
|
)
|
1,692
|
|
Super NOW deposits
|
|
6
|
|
(23
|
)
|
(17
|
)
|
Savings deposits
|
|
249
|
|
(56
|
)
|
193
|
|
Time deposit of $100,000 or more
|
|
(1,027
|
)
|
(2,594
|
)
|
(3,621
|
)
|
Other time deposits
|
|
2,732
|
|
(986
|
)
|
1,746
|
|
FHLB borrowings and other borrowings
|
|
(1,054
|
)
|
316
|
|
(738
|
)
|
Junior subordinated debenture
|
|
|
|
(272
|
)
|
(272
|
)
|
Total interest expense
|
|
3,633
|
|
(4,650
|
)
|
(1,017
|
)
|
|
|
|
|
|
|
|
|
Change in net interest income
|
|
$
|
4,871
|
|
$
|
4,024
|
|
$
|
8,895
|
|
(1) Net
loan fees have been included in the calculation of interest income. Net loan
fees were approximately $763,000 and $569,000 for the quarters ended March 31,
2010 and 2009, respectively. Loans are
net of the allowance for loan losses, deferred fees, unearned income, and
related direct costs, but include loans placed on non-accrual status.
Provision
for Losses on Loans and Loan Commitments
In anticipation of credit
risks inherent in our lending business and ongoing weakness in the local and
national economy, we set aside allowances through charges to earnings. Such charges were made not only for our outstanding
loan portfolio, but also for off-balance sheet items, such as commitments to
extend credits or letters of credit. The
charges made for our outstanding loan portfolio were credited to allowance for
loan losses, whereas charges for off-balance sheet items were credited to the
reserve for off-balance sheet items, and are 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 quality in our loan
portfolio throughout 2009 and 2010 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 $17.0 million in the first quarter of 2010, as compared with a
provision of $6.7 million for the prior years same quarter. The increase in our provision for losses on
loans and loan commitments was primarily to keep pace with an increase of
non-performing loans (see Financial Condition Non-performing Assets below
for further discussion). The $17.0 million provision in the first quarter of
2010 includes net charge-offs of $5.3 million, and FDIC indemnification of $5.8
million. Our procedures for monitoring the adequacy of our 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 partially reimbursable
as stated in our loss-sharing agreements with the FDIC.
24
Table of Contents
At March 31, 2010,
the Company had a FDIC indemnification of $5.8 million included in our
allowance for loan losses calculation.
Non-interest
Income
Total non-interest income
increased to $7.8 million in the first quarter of 2010, as compared with $3.7
million in the same quarter a year ago. Non-interest income as a percentage of
average assets was 0.23% for the first quarter of 2010 and 0.15% for the first
quarter of 2009. The increase in non-interest income was primarily caused by an
increase in gain on sale of securities and loans.
The following table sets
forth the various components of our non-interest income for the periods
indicated:
Non-interest
Income
(Dollars in Thousands)
|
|
For the Three Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Amount)
|
|
(%)
|
|
(Amount)
|
|
(%)
|
|
Service charges on deposit accounts
|
|
$
|
3,224
|
|
41.4
|
%
|
$
|
2,899
|
|
77.5
|
%
|
Gain on sale of securities
|
|
2,484
|
|
31.9
|
%
|
13
|
|
0.3
|
%
|
Loan-related servicing fees
|
|
1,039
|
|
13.3
|
%
|
964
|
|
25.9
|
%
|
Income from other earning
assets
|
|
204
|
|
2.6
|
%
|
195
|
|
5.2
|
%
|
Gain (loss) on sale of
loans
|
|
36
|
|
0.5
|
%
|
(831
|
)
|
-22.3
|
%
|
Other income
|
|
798
|
|
10.3
|
%
|
497
|
|
13.4
|
%
|
Total
|
|
$
|
7,785
|
|
100.0
|
%
|
$
|
3,737
|
|
100.0
|
%
|
Average assets
|
|
$
|
3,417,633
|
|
|
|
$
|
2,525,225
|
|
|
|
Non-interest income as a % of average assets
|
|
|
|
0.23
|
%
|
|
|
0.15
|
%
|
Our largest source of
non-interest income in the first quarter of 2010 was service charges on deposit
accounts, which represented about 41% of our total non-interest income. Service
charge income increased to $3.2 million in the first quarter of 2010, as
compared with $2.9 million for the prior years same period. The increase in
service charge income was primarily due to increased non sufficient fund and
analysis charges as well as an increase in deposits accounts. Management constantly reviews service charge
rates to maximize service charge income while still maintaining a competitive
position.
The second largest source
of non-interest income in the first quarter of 2010 was gain on sale of
securities at $2.5 million, which represented approximately 32% of our total
non-interest income, compared to $13,000 at the first quarter of 2009. Market value of securities has continued to
increase as we experienced decreased volatility in securities markets, changes
in the yield curve, and contraction of interest rates spreads on securities
owned by the Bank. We were able to
realize the appreciation in market values of our securities while maintaining
our overall duration on our investment portfolio.
Loan related servicing
fees accounted for $1.0 million or 13% of total non-interest income at the end
of the first quarter of 2010. Loan
related servicing fees increased slightly from $964,000 at March 31, 2009.
This fee income consists of trade-financing fees and servicing fees on SBA
loans sold. With the expansion of our
trade-financing activities and the growth of our servicing loan portfolio,
related fee income has continued to increase.
Income on other earning
assets represents dividend income from FHLB stock ownership and increases in
the cash surrender value of BOLI. Income
on other earning assets was $204,000, or 2.6% of total non-interest income at March 31,
2010. Income from other earning assets
at March 31, 2010 increased by $9,000 compared to the first quarter of
2009.
Gain on sale of loans at
the end of the first quarter of 2010 was $36,000, or less than 1% of total
non-interest income compared to a loss on sale of loans of $831,000 during the
first quarter of the previous year. The Company did not recognize any gain on
sale of SBA loans in the first quarter of 2010 due to the adoption of ASU
200-16 on January 1, 2010. Approximately $14.0 million in SBA loans were
sold in the first quarter of 2010. However, approximately $1.3 million in gains
from the sale of these loans are expected to be recognized in the second
quarter of 2010, upon reevaluation after the expiration of the recourse
provisions inherent in SBA loan sales. The $36,000 in gain on sale of loans was
attributable to mortgage loan sales during the first quarter of 2010.
25
Table of Contents
Other non-interest income
represents income from miscellaneous sources such as loan referral fees, SBA
loan packaging fees, checkbook sales income, and excess of insurance proceeds
over carrying value of an insured loss.
For the first quarter of 2010, this miscellaneous income amounted to
$798,000, as compared with $497,000 in the prior years same period. Other non-interest expense as a percentage of
total non-interest income was 10.3% and 13.4% at March 31, 2010 and March 31,
2009, respectively.
Non-interest
Expense
Total non-interest
expense increased to $14.7 million at the first quarter of 2010, from $12.0
million at the same period in 2009. Non-interest expenses as a percentage of
average assets was lowered to 0.43%, from 0.47% at the first quarter of 2010
and 2009, respectively. Our efficiency ratio was 40.4% at the end of the first
quarter of 2010, compared with 51.2% at the same period a year ago.
The following
table sets forth a summary of non-interest expenses for the periods indicated:
Non-interest
Expenses
(Dollars in Thousands)
|
|
For the Three Months Ended March 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Amount)
|
|
(%)
|
|
(Amount)
|
|
(%)
|
|
Salaries and employee
benefits
|
|
$
|
7,115
|
|
48.4
|
%
|
$
|
6,207
|
|
51.8
|
%
|
Occupancy and equipment
|
|
2,181
|
|
14.8
|
%
|
1,676
|
|
14.0
|
%
|
Deposit insurance premiums
|
|
1,076
|
|
7.3
|
%
|
611
|
|
5.1
|
%
|
Professional fees
|
|
992
|
|
6.8
|
%
|
342
|
|
2.9
|
%
|
Data processing
|
|
637
|
|
4.3
|
%
|
827
|
|
6.9
|
%
|
Advertising and promotional
|
|
350
|
|
2.4
|
%
|
233
|
|
1.9
|
%
|
Outsourced service for
customer
|
|
260
|
|
1.8
|
%
|
268
|
|
2.2
|
%
|
Office supplies
|
|
237
|
|
1.6
|
%
|
161
|
|
1.3
|
%
|
Directors fees
|
|
128
|
|
0.9
|
%
|
93
|
|
0.8
|
%
|
Communications
|
|
111
|
|
0.8
|
%
|
103
|
|
0.9
|
%
|
Investor relation expenses
|
|
105
|
|
0.7
|
%
|
52
|
|
0.4
|
%
|
Amortization of other
intangible assets
|
|
92
|
|
0.6
|
%
|
74
|
|
0.6
|
%
|
Other operating
|
|
1,406
|
|
9.6
|
%
|
1,340
|
|
11.2
|
%
|
Total
|
|
$
|
14,690
|
|
100.0
|
%
|
$
|
11,987
|
|
100.0
|
%
|
Average assets
|
|
$
|
3,417,633
|
|
|
|
$
|
2,525,225
|
|
|
|
Non-interest expense as a % of average assets
|
|
|
|
0.43
|
%
|
|
|
0.47
|
%
|
Salaries and employee
benefits historically represent half of our total non-interest expense and
generally increase as our branch network and business volumes expand. These expenses were $7.1 million for the
first three months of 2010 compared with $6.2 million for the prior years same
period. Since the first quarter of 2009, additional staffing was necessitated
by branch openings as well as the addition of employees from the acquisition of
Mirae Bank. However, we have successfully slowed the growth in salaries
expenses even with the increased staffing. The number of full-time equivalent
employees was increased to 408 as of March 31, 2010, as compared with 347
as of March 31, 2009. In addition, our asset growth helped us improve our
assets per employee ratio to $8.5 million at March 31, 2010 from $7.5
million at March 31, 2009.
Occupancy and equipment
expenses represent about 15% of our total non-interest expenses. These expenses
increased to $2.2 million in the first quarter of 2010 compared with $1.7
million and for the same period a year ago. The increase was primarily
attributable to the additional lease expenses for our business growth in the
past 12 months with the addition of our Forth Worth, Olympic, and Van Nuys
branches, which all opened subsequent to March 31, 2009.
Deposit insurance premium
expenses represent The Financing Corporation (FICO) and FDIC insurance
premium assessments. In the first quarter of 2010, these expenses totaled $1.1
million or 7% of total non-interest expense, compared with $611,000 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.
26
Table of Contents
Professional fees
generally increase as we grow. They increased to $992,000 in the first quarter
of compared to $342,000 for the same period of the prior year and represented
7% of total non-interest expense at March 31, 2010. This increase was primarily due to increased
legal fees resulting from collection of non-performing loans and OREOs
foreclosures.
Data processing expenses
decreased to $637,000 in the first quarter of 2010 from $827,000 for the same
period a year ago. In order to reduce overhead expenses, the Company changed
check clearing service providers in 2008 which resulted in a decrease in
overall data processing expense from the first quarter of 2009 to the first
quarter of 2010.
Advertising and
promotional expenses increased to $350,000 for first three months of 2010
compared with $233,000 in the same period 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
of 2010 was primarily attributable to our increased advertising spending to
promote a branch addition in Van Nuys, as well as a new marketing campaign that
began in the first quarter of 2010.
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 analysis fee charges from those
customers deposit accounts. As a result
of our cost control measures, these expenses decreased slightly to $260,000 in
the first quarter of 2010, as compared with $268,000 for the prior years same
period.
Other non-interest
expenses, such as office supplies, communications, directors fees, investor
relation expenses, amortization of intangible assets and other operating
expenses were $2.1 million for the first quarter of 2010 compared with $1.8
million for 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 March 31,
2010, we had an income tax provision of $1.3 million on a pretax net income of
$4.7 million, representing an effective tax rate of 28.8%, as compared with a
provision for income taxes of $1.7 million on pretax net income of $4.7
million, representing an effective tax rate of 35.1% for the same quarter in
2009. The effective tax rate for the
three month ending March, 31 2010 was lower than the tax rate for March 31,
2009 due to the use of enterprise zone and low income housing tax credits.
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 is 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
Cash and cash equivalents
include cash and due from banks, term and overnight federal funds sold, and
securities purchased under agreements to resell, all of which have original
maturities of less than 90 days. We buy or sell federal funds 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 March 31, 2010, our investment portfolio was comprised
primarily of United States government agency securities, which accounted for
94% of the entire investment portfolio.
27
Table of Contents
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 as a percentage
to total investments, 6.1% investment in municipal debt securities and 0.3%
investment in corporate debt. Among our investment portfolio that was not
comprised of U.S. government securities, 5.9%, or $40.5 million carry
the top two highest Investment Grade rating of Aaa/AAA or Aa/AA,
while 0.3%, or $2.2 million, carry an intermediate Investment Grade
rating of at least Baa1/BBB+ or above, and 0.2%, or $1.4 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 March 31,
2010.
We classified our
investment securities as held-to-maturity or available-for-sale pursuant to
ASC 320-10 (SFAS No. 115). Pursuant to the fair value election option of
ASC 470-20, we have chosen to continue classifying our existing instruments of
investment securities as held-to-maturity or available-for-sale under ASC
320-10. 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. Credit related declines in the fair
value of held-to-maturity and available-for-sale securities below their cost
that are deemed to be other than temporary are reflected in earnings as
realized losses, and there were no such other-than-temporary-impairment in
2009. The fair market values of our held-to-maturity and available-for-sale
securities were respectively $0.1 million and $687.7 million as of March 31,
2010.
The
fair value of investments is accounted for in accordance with ASC 320-10 (SFAS No. 115,
Accounting for Certain Investments in Debt
and Equity Securities)
. The Company currently utilizes an independent
third party bond accounting service for our investment portfolio
accounting. The third party provides
market values derived using a proprietary matrix pricing model which utilizes
several different sources for pricing. The Company uses market values received
for investment fair values which are updated on a monthly basis. The market
values received is tested annually and is validated using prices received from
another independent third party source. All of these evaluations are considered
as level 2 in reference to ASC 820. As required under Financial Accounting
Standards Board (FASB) ASC 325 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.
28
Table of Contents
The following table
summarizes the amortized cost, market value, net unrealized gain (loss), and
distribution of our investment securities as of the dates indicated:
Investment
Securities Portfolio
(Dollars
in Thousands)
|
|
As of March 31, 2010
|
|
As of December 31, 2009
|
|
|
|
Amortized
Cost
|
|
Market
Value
|
|
Net
Unrealized
Gain
|
|
Amortized
Cost
|
|
Market
Value
|
|
Net
Unrealized
Gain
(Loss)
|
|
Held to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
105
|
|
$
|
108
|
|
$
|
3
|
|
$
|
109
|
|
$
|
109
|
|
$
|
|
|
Total investment securities held to maturity
|
|
$
|
105
|
|
$
|
108
|
|
$
|
3
|
|
$
|
109
|
|
$
|
109
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored enterprises
|
|
$
|
153,807
|
|
$
|
153,823
|
|
$
|
16
|
|
$
|
156,879
|
|
$
|
155,382
|
|
$
|
(1,497
|
)
|
Mortgage backed securities
|
|
123,736
|
|
125,066
|
|
1,330
|
|
131,617
|
|
131,711
|
|
94
|
|
Collateralized mortgage obligations
|
|
360,775
|
|
364,693
|
|
3,918
|
|
318,531
|
|
319,554
|
|
1,023
|
|
Corporate securities
|
|
2,000
|
|
2,039
|
|
39
|
|
2,000
|
|
2,017
|
|
17
|
|
Municipal securities
|
|
41,627
|
|
42,095
|
|
468
|
|
42,068
|
|
42,654
|
|
586
|
|
Total investment securities available for sale
|
|
$
|
681,945
|
|
$
|
687,716
|
|
$
|
5,771
|
|
$
|
651,095
|
|
$
|
651,318
|
|
$
|
223
|
|
The following table
summarizes the maturity and repricing schedule of our investment securities at
their market values at March 31, 2010:
Investment
Maturities and Repricing Schedule
(Dollars in Thousands)
|
|
Within
One Year
|
|
After
One &
Within Five
Years
|
|
After
Five &
Within Ten
Years
|
|
After
Ten Years
|
|
Total
|
|
Held to Maturity
:
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
|
|
$
|
105
|
|
$
|
|
|
$
|
|
|
$
|
105
|
|
Total investment securities held to maturity
|
|
$
|
|
|
$
|
105
|
|
$
|
|
|
$
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
:
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government
sponsored
enterprises
|
|
$
|
|
|
$
|
|
|
$
|
153,823
|
|
$
|
|
|
$
|
153,823
|
|
Mortgage backed securities
|
|
7,018
|
|
590
|
|
4,167
|
|
113,291
|
|
125,066
|
|
Collateralized mortgage obligations
|
|
12,364
|
|
333,168
|
|
19,161
|
|
|
|
364,693
|
|
Corporate securities
|
|
|
|
2,039
|
|
|
|
|
|
2,039
|
|
Municipal securities
|
|
|
|
734
|
|
4,204
|
|
37,157
|
|
42,095
|
|
Total investment securities available for sale
|
|
$
|
19,382
|
|
$
|
336,531
|
|
$
|
181,355
|
|
$
|
105,448
|
|
$
|
687,716
|
|
Holdings of investment
securities increased to $687.8 million at March 31, 2010, as compared with
holdings of $651.4 million at December 31, 2009. Total investment securities as a percentage
of total assets was 19.9% and 19.0% at March 31, 2010 and December 31,
2009, respectively. As of March 31,
2010, investment securities with a market value of $251.9 million were pledged
to secure certain deposits.
As of March 31,
2010, our investment securities classified as held-to-maturity, which are
carried at their amortized cost, stayed relatively unchanged on a dollar basis
at $105,000, as compared with $109,000 as of December 31, 2009. Our
investment securities classified as available-for-sale, which are stated at
their fair market values, increased to $687.7 million at March 31, 2010
from $651.3 million at December 31, 2009.
29
Table of Contents
The following table shows
the gross unrealized losses and fair value of our investments, aggregated by
investment category and the length of time that individual securities have been
in a continuous unrealized loss position, at March 31, 2010 and December 31,
2009:
As of
March 31, 2010
(Dollars in Thousands)
|
|
Less
than 12 months
|
|
12
months or longer
|
|
Total
|
|
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
Description of Securities (AFS)
(1)
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored enterprises
|
|
$
|
42,575
|
|
$
|
(384
|
)
|
$
|
|
|
$
|
|
|
$
|
42,575
|
|
$
|
(384
|
)
|
Mortgage-backed securities
|
|
17,932
|
|
(98
|
)
|
|
|
|
|
17,932
|
|
(98
|
)
|
Collateralized mortgage obligations
|
|
55,612
|
|
(113
|
)
|
|
|
|
|
55,612
|
|
(113
|
)
|
Corporate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds
|
|
10,159
|
|
(227
|
)
|
7,557
|
|
(258
|
)
|
17,716
|
|
(485
|
)
|
|
|
$
|
126,278
|
|
$
|
(822
|
)
|
$
|
7,557
|
|
$
|
(258
|
)
|
$
|
133,835
|
|
$
|
(1,080
|
)
|
As of
December 31, 2009
(Dollars in Thousands)
|
|
Less
than 12 months
|
|
12
months or longer
|
|
Total
|
|
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
|
|
Unrealized
|
|
Description of Securities (AFS)
(1)
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
Fair
Value
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of government sponsored enterprises
|
|
$
|
110,296
|
|
$
|
(1,600
|
)
|
$
|
|
|
$
|
|
|
$
|
110,296
|
|
$
|
(1,600
|
)
|
Mortgage-backed securities
|
|
85,313
|
|
(726
|
)
|
|
|
|
|
85,313
|
|
(726
|
)
|
Collateralized mortgage obligations
|
|
145,622
|
|
(975
|
)
|
|
|
|
|
145,622
|
|
(975
|
)
|
Corporate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds
|
|
18,783
|
|
(505
|
)
|
|
|
|
|
18,783
|
|
(505
|
)
|
|
|
$
|
360,014
|
|
$
|
(3,806
|
)
|
$
|
|
|
$
|
|
|
$
|
360,014
|
|
$
|
(3,806
|
)
|
(1) There
were no held-to-maturity securities with losses as of March 31, 2010 and December 31,
2009.
As of March 31,
2010, the total unrealized losses less than 12 months old were $822,000 and
total unrealized losses more than 12 months old were $258,000 for the same
period. The aggregate related fair value
of investments with unrealized losses less than 12 months old was $126.2
million and $7.6 million with unrealized losses more than 12 months old at March 31,
2010. As of December 31, 2009, the
total unrealized losses less than 12 months old were $3.8 million, and there
were no unrealized losses more than 12 months old. The aggregate related fair
value of investments with unrealized losses less than 12 months old was $360.0
million at December 31, 2009.
Credit
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 FASB ASC 320-10-65-1 and ASC 958-320
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.
30
Table of
Contents
·
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.
·
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 have an unrealized loss position before
recovery. The Companys Asset/Liability
Committee mandated liquidity ratios are well above the minimum targets and
secondary sources of liquidity such as borrowings lines, brokered deposits,
junior subordinated debenture, are easily accessible.
·
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.
As of March 31,
2010, the net unrealized gain in the investment portfolio was $5.8 million
compared to $223,000 in net unrealized gains as of December 31, 2009. The increase in unrealized gains can be
attributed to better recent market stability, which has led to a decrease in
treasuries interest rate spreads, and an increase in treasury rates.
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 decreased to
$2.34 billion at March 31, 2010, as compared with $2.37 billion at December 31,
2009. Total loans net of unearned income
and allowance for loan losses as a percentage of total assets as of March 31,
2010 and December 31, 2009 were 67.6% and 68.8%, respectively.
31
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
|
|
|
|
March 31,
2010
|
|
December 31,
2009
|
|
Construction
|
|
$
|
47,564
|
|
$
|
48,371
|
|
Real estate secured
|
|
1,983,495
|
|
1,979,704
|
|
Commercial and industrial
|
|
375,399
|
|
387,443
|
|
Consumer
|
|
16,304
|
|
17,234
|
|
Total loans
(1)
|
|
2,422,762
|
|
2,432,752
|
|
Unearned Income
|
|
(4,938
|
)
|
(5,311
|
)
|
Gross loans, net of unearned income
|
|
2,417,824
|
|
2,427,441
|
|
Allowance for losses on loans
|
|
(79,576
|
)
|
(62,130
|
)
|
Net loans
|
|
$
|
2,338,248
|
|
$
|
2,365,311
|
|
|
|
|
|
|
|
Percentage breakdown of gross loans:
|
|
|
|
|
|
Construction
|
|
1.9
|
%
|
2.0
|
%
|
Real estate secured
|
|
81.9
|
%
|
81.4
|
%
|
Commercial and industrial
|
|
15.5
|
%
|
15.9
|
%
|
Consumer
|
|
0.7
|
%
|
0.7
|
%
|
(1) Includes
loans held for sale, which are recorded at the lower of cost or market, of
$43.5 million and $36.2 million at March 31, 2010 and December 31,
2009, 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 remained
unchanged $2.0 billion both as of March 31, 2010 and December 31,
2009. Real estate secured loans as a
percentage of total loans were 81.9% and 81.4% at March 31, 2010 and December 31,
2009, respectively. Home mortgage loans
represent a small fraction of our total real estate secured loan portfolio.
Total home mortgage loans outstanding were only $42.7 million at March 31,
2010 and $41.3 million at December 31, 2009.
Commercial and industrial
loans include revolving lines of credit as well as term business loans. Commercial and industrial loans at March 31,
2010 decreased to $375.4 million, as compared with $387.4 million at December 31,
2009. Commercial and industrial loans as
a percentage of total loans were 15.5% at March 31, 2010, decreasing from
15.9% at December 31, 2009.
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. Because we believe that consumer loans present a higher
risk compared to our other loan products, especially given current economic
conditions, we have reduced our efforts in consumer lending since 2007.
Accordingly, as of March 31, 2010, our volume of consumer loans was down
by $930,000 from the prior year end. As of March 31, 2010, the balance of
consumer loans was $16.3 million, or 0.7% of total loans, as compared to $17.2
million, or 0.7% of total loans as of December 31, 2009.
Construction loans
represented less than 5% of our total loan portfolio as of March 31, 2010.
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 construction related loans. As a result, construction
loans decreased to $47.6 million, or 1.9% of total loans, at the end of the
first quarter of 2010, as compared with $48.4 million, or 2.0% of total loans
at March 31, 2009.
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.
32
Table of Contents
The following table shows
the contractual maturity distribution and repricing intervals of the
outstanding loans in our portfolio, as of March 31, 2010. 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)
|
|
March 31,
2010
|
|
|
|
Within
One Year
|
|
After
One
But within
Five Years
|
|
After
Five Years
|
|
Total
|
|
Construction
|
|
$
|
47,564
|
|
$
|
|
|
$
|
|
|
$
|
47,564
|
|
Real estate secured
|
|
1,144,792
|
|
817,304
|
|
21,399
|
|
1,983,495
|
|
Commercial and industrial
|
|
365,612
|
|
9,787
|
|
|
|
375,399
|
|
Consumer
|
|
14,550
|
|
1,754
|
|
|
|
16,304
|
|
Total loans
|
|
$
|
1,572,518
|
|
$
|
828,845
|
|
$
|
21,399
|
|
$
|
2,422,762
|
|
|
|
|
|
|
|
|
|
|
|
Loans with variable interest rates
|
|
$
|
1,290,756
|
|
$
|
|
|
$
|
|
|
$
|
1,290,756
|
|
Loans with fixed interest rates
|
|
$
|
281,762
|
|
$
|
828,845
|
|
$
|
21,399
|
|
$
|
1,132,006
|
|
A majority of the
properties that collateralized against our loans 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 for 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. 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 and satisfying
certain other conditions 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.
33
Table of Contents
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.
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)
|
|
March 31,
2010
|
|
December 31,
2009
|
|
Covered Nonaccrual loans:
(1)
|
|
|
|
|
|
Real estate secured
|
|
$
|
19,696
|
|
$
|
15,555
|
|
Commercial and industrial
|
|
2,213
|
|
2,773
|
|
Consumer
|
|
|
|
|
|
Total
|
|
21,909
|
|
18,328
|
|
Loans 90 days or more past due and
still accruing:
|
|
|
|
|
|
Real estate secured
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total non-performing loans
|
|
21,909
|
|
18,328
|
|
Repossessed vehicles
|
|
|
|
|
|
Other real estate owned
|
|
1,723
|
|
500
|
|
Total covered non-performing assets
|
|
$
|
23,632
|
|
$
|
18,828
|
|
|
|
|
|
|
|
Non-performing loans as a percentage of total
covered loans
|
|
8.76
|
%
|
7.07
|
%
|
(1) During the three months ended March 31,
2010, December 31, 2009, no interest income related to these loans was
included in interest income. The Company had no covered loans as of March 31,
2009.
34
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 non-performing assets):
Non-performing
Non-covered Assets and Restructured Loans
(Dollars in Thousands)
|
|
March 31,
2010
|
|
December 31,
2009
|
|
March 31,
2009
|
|
Non-covered Nonaccrual loans:
(1)
|
|
|
|
|
|
|
|
Real estate secured
|
|
$
|
75,470
|
|
$
|
48,017
|
|
$
|
23,185
|
|
Commercial and industrial
|
|
7,603
|
|
3,032
|
|
5,774
|
|
Consumer
|
|
42
|
|
70
|
|
307
|
|
Total
|
|
83,115
|
|
51,119
|
|
29,266
|
|
Loans 90 days or more past due and
still accruing:
|
|
|
|
|
|
|
|
Real estate secured
|
|
|
|
1,317
|
|
240
|
|
Commercial and industrial
|
|
|
|
|
|
235
|
|
Consumer
|
|
|
|
19
|
|
|
|
Total
|
|
|
|
1,336
|
|
475
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
83,115
|
|
52,455
|
|
29,741
|
|
|
|
|
|
|
|
|
|
Repossessed vehicles
|
|
|
|
|
|
|
|
Other real estate owned
|
|
3,136
|
|
3,297
|
|
6,282
|
|
Total non-covered non-performing assets, net of SBA
guarantee
|
|
86,251
|
|
55,752
|
|
36,023
|
|
|
|
|
|
|
|
|
|
Guaranteed portion of non-performing SBA loans
|
|
12,493
|
|
13,421
|
|
8,387
|
|
Total gross non-covered non-performing assets
|
|
$
|
98,744
|
|
$
|
69,173
|
|
$
|
44,410
|
|
|
|
|
|
|
|
|
|
Performing troubled debt restructurings
|
|
46,498
|
|
55,437
|
|
7,963
|
|
|
|
|
|
|
|
|
|
Non-performing loans as a percentage of total
non-covered loans
|
|
3.83
|
%
|
2.42
|
%
|
1.43
|
%
|
(1) During the three months ended March 31,
2010 and December 31, 2009, no interest income related to these loans was
included in interest income.
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.
As a result of the
challenging economic conditions in the last few years, credit quality has
continued to deteriorate in the past year. 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 macroeconomic
environment affected our borrowers strength and our total NPLs, net of SBA
guaranteed portion, increased to $105.0 million, or 4.34% of the total loans at
the end of the first quarter of 2010, as compared with $70.8 million, or 2.92%
of the total loans, at the end of 2009. The $34.2 million increase of NPLs was
due to a $35.5 increase in non-accrual loans, offset by a $1.3 million decrease
in loans 90 days or more past due and still accruing.
No interest income
related to non-accrual loans was included in net income for the quarters ending
March 31, 2009 and March 31, 2010. Additional interest income of
approximately $2.0 million and $674,000 would have been recorded during the
quarter ended March 31, 2010 and March 31, 2009, respectively, if
these loans had been paid in accordance with their original terms and had been
outstanding at quarter end or, if not outstanding throughout the quarter, since
origination.
35
Table of Contents
Management also believes
that the reserves provided for non-performing loans, together with the tangible
collateral, were adequate as of March 31, 2010. See Allowance for Losses on Loans and Loan
Commitments below for further discussion.
Allowance
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.
Total charge-offs for the
three month ending March 31, 2010 were $5.8 million compared with $2.4 million
for the same period in 2009. Real estate
secured loan charge-offs increased by $3.7 million compared to the previous
year. Commercial and industrial loan charge-offs decreased to $1.31 million
from $1.6 million for the three month ending March 2010 and 2009,
respectively. Consumer charge-offs
increased from $102,000 at March 31, 2009 to $115,000 at March 31,
2010.
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 $79.6 million at March 31, 2010,
representing an increase of 28.1%, or $17.4 million from $62.1 million at December 31,
2009. With the increase of our non-performing loans, we have increased the
ratio of allowance for losses on loans to total loans to 3.29% at March 31,
2010, as compared with the 2.56% at the year end of 2009. Our total general reserve stands at $37.5
million and represents 1.62% of total loans at the end of March 31,
2010. Although management believes our
allowance at March 31, 2010 was adequate to absorb losses from any known
and inherent risks in the portfolio at that time, no assurance can be given
that economic conditions which adversely affect our service areas or other
variables will not result in further increased losses in the loan portfolio in
the future.
Our allowance for losses
on off-balance sheet items increased slightly to $2.6 million at March 31,
2010, as compared to $2.5 million at December 31, 2009.
36
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 Loan Losses and Loan Commitments
(Dollars in Thousands)
|
|
For
the Three Month Ended,
|
|
|
|
March 31,
2010
|
|
December 31,
2009
|
|
March 31,
2009
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
62,130
|
|
$
|
54,735
|
|
$
|
29,437
|
|
|
|
|
|
|
|
|
|
Actual charge-offs:
(1)
|
|
|
|
|
|
|
|
Real estate secured
|
|
4,373
|
|
8,495
|
|
672
|
|
Commercial and industrial
|
|
1,340
|
|
10,117
|
|
1,629
|
|
Consumer
|
|
115
|
|
43
|
|
102
|
|
Total charge-offs
|
|
5,828
|
|
18,655
|
|
2,403
|
|
|
|
|
|
|
|
|
|
Recoveries on loans previously
charged off:
|
|
|
|
|
|
|
|
Real estate secured
|
|
11
|
|
174
|
|
|
|
Commercial and industrial
|
|
468
|
|
441
|
|
70
|
|
Consumer
|
|
34
|
|
40
|
|
43
|
|
Total recoveries
|
|
513
|
|
655
|
|
113
|
|
|
|
|
|
|
|
|
|
Net loan charge-offs
|
|
5,315
|
|
18,000
|
|
2,290
|
|
|
|
|
|
|
|
|
|
FDIC Indemnification
|
|
5,831
|
|
855
|
|
|
|
Provision for losses on loan and loan commitments
(2)
|
|
16,930
|
|
24,540
|
|
7,009
|
|
Balances at end of year
|
|
$
|
79,576
|
|
$
|
62,130
|
|
$
|
34,156
|
|
Allowance for loan commitments:
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
$
|
2,515
|
|
$
|
1,455
|
|
$
|
1,243
|
|
Provision (credit) for losses on loan commitments
|
|
70
|
|
1,060
|
|
(309
|
)
|
Balance at end of period
|
|
$
|
2,585
|
|
$
|
2,515
|
|
$
|
933
|
|
|
|
|
|
|
|
|
|
Ratios
:
|
|
|
|
|
|
|
|
Net loan charge-offs to average total loans
|
|
0.22
|
%
|
0.74
|
%
|
0.11
|
%
|
Allowance for loan losses to total loans at end of
period
|
|
3.29
|
%
|
2.56
|
%
|
1.65
|
%
|
Net loan charge-offs to allowance for loan losses
at end of period
|
|
6.68
|
%
|
28.97
|
%
|
6.70
|
%
|
Net loan charge-offs to provision for losses on loans
and
loan commitments
|
|
31.26
|
%
|
70.31
|
%
|
34.18
|
%
|
(1)
|
Charge-off
amount for March 31, 2010 includes net charge-offs of covered loans
amounting to $63,000, which represents gross covered loan charge-offs of $4.1
million less FDIC receivable portion of $4.0 million.
|
(2)
|
Provision
for loss on loans and loan commitments amount includes net provisions for
covered loans amounting to $63,000 which represents gross covered loan
provision of $4.1 million less FDIC receivable portion or $4.0 million.
|
Contractual Obligations
The following table
represents our aggregate contractual obligations to make future payments
(principal and interest) as of March 31, 2010:
(Dollars in Thousands)
|
|
One
Year
or Less
|
|
Over
One Year To Three Years
|
|
Over
Three Years
To Five Years
|
|
Over
Five
Years
|
|
Indeterminate
Maturity
|
|
Total
|
|
FHLB borrowings
|
|
$
|
58,852
|
|
$
|
71,256
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
130,108
|
|
Junior subordinated debentures
|
|
1,109
|
|
10,708
|
|
|
|
77,321
|
|
|
|
89,138
|
|
Operating leases
|
|
3,314
|
|
5,595
|
|
4,821
|
|
6,038
|
|
|
|
19,768
|
|
Unrecognized tax benefit
|
|
|
|
|
|
|
|
|
|
398
|
|
398
|
|
Time deposits
|
|
1,417,849
|
|
35,763
|
|
19
|
|
|
|
|
|
1,453,631
|
|
Total
|
|
$
|
1,481,124
|
|
$
|
123,322
|
|
$
|
4,840
|
|
$
|
83,359
|
|
$
|
398
|
|
$
|
1,693,043
|
|
37
Table of
Contents
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.
As of March 31, 2010
and December 31, 2009, we had commitments to extend credit of $262.2
million and $238.2 million, respectively.
Obligations under standby letters of credit were $8.2 million and $13.0
million at March 31, 2010 and December 31, 2009, respectively, and
our obligations under commercial letters of credit were $16.7 million and $10.2
million at such dates, respectively.
Commitments to fund Low Income Housing Tax Credit investments were $10.2
million at the end of first quarter of 2010.
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 $2.93 billion at March 31, 2010, compared with $2.83 billion
at December 31, 2009.
Total non-time deposits
at March 31, 2010 increased to $1.49 billion in the first three months of
2010, from $1.39 billion at December 31, 2009, while time deposits
decreased to $1.43 billion at March 31, 2010 from $1.44 billion at December 31,
2009.
The increase in deposits
was primarily attributable to our continued marketing campaign aimed at raising
core deposits. Other time deposits or time deposits under $100,000 increased to
$687.5 million at March 31, 2010 compared to $643.7 million at December 31,
2009.
The average rate that we
paid on time deposits in denominations of $100,000 or more for the first
quarter of 2010 decreased to 1.58% from 2.86% in the same period of the prior
year. In order to keep the interest expense down, we plan to closely monitor
interest rate trends and changes, and our time deposit rates, in an effort 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)
|
|
For
the Three Months Ended,
|
|
|
|
March 31,
2010
|
|
December 31,
2009
|
|
March 31,
2009
|
|
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand, non-interest-bearing
|
|
$
|
389,300
|
|
|
|
$
|
388,549
|
|
|
|
$
|
276,740
|
|
|
|
Money market
|
|
956,035
|
|
1.68
|
%
|
853,770
|
|
2.18
|
%
|
362,734
|
|
2.57
|
%
|
Super NOW
|
|
22,481
|
|
0.52
|
%
|
21,971
|
|
0.65
|
%
|
19,556
|
|
0.94
|
%
|
Savings
|
|
74,052
|
|
3.17
|
%
|
68,373
|
|
3.33
|
%
|
43,241
|
|
3.63
|
%
|
Time deposits in denominations of $100,000 or more
|
|
768,882
|
|
1.58
|
%
|
862,805
|
|
1.91
|
%
|
933,494
|
|
2.86
|
%
|
Other time deposits
|
|
675,764
|
|
2.07
|
%
|
592,336
|
|
2.27
|
%
|
196,714
|
|
3.54
|
%
|
Total deposits
|
|
$
|
2,886,514
|
|
1.55
|
%
|
$
|
2,787,804
|
|
1.83
|
%
|
$
|
1,832,479
|
|
2.44
|
%
|
38
Table of
Contents
The scheduled maturities
of our time deposits in denominations of $100,000 or greater at March 31,
2010 were as follows:
Maturities
of Time Deposits of $100,000 or More
(Dollars in Thousands)
Three months or less
|
|
$
|
376,110
|
|
Over three months through six months
|
|
183,566
|
|
Over six months through twelve months
|
|
157,424
|
|
Over twelve months
|
|
29,766
|
|
Total
|
|
$
|
746,866
|
|
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 March 31, 2010 and December 31,
2009.
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 three months of 2010, despite
the ongoing weakness in the economy 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 $414.0 million at March 31, 2010
from $385.2 million at December 31, 2009. 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 our cost of funds.
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)
|
|
March 31, 2010
|
|
December 31, 2009
|
|
|
|
|
|
|
|
Balance at quarter end
|
|
$
|
126,000
|
|
$
|
232,000
|
|
Average balance during the quarter
|
|
$
|
143,022
|
|
$
|
237,341
|
|
Maximum amount outstanding at any month-end
|
|
$
|
142,000
|
|
$
|
242,000
|
|
Average interest rate during the quarter
|
|
2.57
|
%
|
3.05
|
%
|
Average interest rate at quarter-end
|
|
2.56
|
%
|
2.22
|
%
|
Asset/Liability
Management
We seek to ascertain
optimum and stable utilization of available assets and liabilities as a vehicle
to attain our overall business plans and objectives. In this regard, we focus on measurement and
control of liquidity risk, interest rate risk and market risk, capital
adequacy, operation risk and credit risk.
See further discussion on these risks in the Risk Factors section of
our Annual Report on Form 10-K for the year ended December 31,
2009. 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 March 31,
2010 and December 31, 2009 totaled approximately $976.3
million and
$923.4 million, respectively. Our
liquidity levels measured as the percentage of liquid assets to total assets
were 28.2% and 26.9% at March 31, 2010 and December 31, 2009,
respectively.
39
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 brokered 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, securities 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 March 31, 2010, our borrowing capacity from the FHLB was about $908.5
million and our outstanding balance was $126.0 million, or approximately 13.9%
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 Assets Relief Program or 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, 2009
for additional information regarding regulatory capital requirements.
As of March 31,
2010, 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
|
|
March 31, 2010
|
|
December 31, 2009
|
|
March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk-weighted assets
|
|
8
|
%
|
10
|
%
|
15.95
|
%
|
15.81
|
%
|
16.69
|
%
|
Tier I capital to risk-weighted assets
|
|
4
|
%
|
6
|
%
|
14.50
|
%
|
14.37
|
%
|
15.15
|
%
|
Tier I capital to average assets
|
|
4
|
%
|
5
|
%
|
9.78
|
%
|
9.77
|
%
|
12.79
|
%
|
40
Table of
Contents
Wilshire State Bank
|
|
Regulatory
Adequately-Capitalized
|
|
Regulatory
Well-
Capitalized
|
|
Actual ratios for the Bank as of:
|
|
|
|
Standards
|
|
Standards
|
|
March 31, 2010
|
|
December 31, 2009
|
|
March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk-weighted assets
|
|
8
|
%
|
10
|
%
|
15.45
|
%
|
15.73
|
%
|
16.21
|
%
|
Tier I capital to risk-weighted assets
|
|
4
|
%
|
6
|
%
|
14.00
|
%
|
14.29
|
%
|
14.67
|
%
|
Tier I capital to average assets
|
|
4
|
%
|
5
|
%
|
9.45
|
%
|
9.71
|
%
|
12.39
|
%
|
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 TARP Capital Purchase Program. As
of March 31, 2010, the Companys total Tier 1 capital (which includes our
equity capital, plus junior subordinated debentures, less goodwill and
intangibles) was $332.8 million, as compared with $331.4 million as of December 31,
2009. For the Bank level, Tier 1 capital was $321.2 million as of March 31,
2010, as compared with $329.3 million as of December 31, 2009.
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 Companys Board delegates responsibility
for market risk management to the Asset/Liability Management Committee, which
reports monthly to the Board on activities related to market risk
management. As part of the management of
our market risk, Asset/Liability Management 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 Asset/Liability Management 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.
41
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
Asset/Liability Management 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 March 31, 2010 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, if it can be repriced or if it matures within that
timeframe. Actual payment patterns may differ from contractual payment
patterns:
Interest
Rate Sensitivity Analysis
(Dollars in Thousands)
|
|
At
March 31, 2010
|
|
|
|
Amounts
Subject to Repricing Within
|
|
|
|
|
|
0-3 months
|
|
3-12
months
|
|
1-5
years
|
|
After
5 years
|
|
Total
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
Gross loans
|
|
$
|
1,435,058
|
|
$
|
137,460
|
|
$
|
828,845
|
|
$
|
21,399
|
|
$
|
2,422,762
|
|
Investment securities
|
|
3,595
|
|
15,786
|
|
336,634
|
|
331,806
|
|
687,821
|
|
Federal funds sold and cash equivalents
|
|
30,018
|
|
|
|
|
|
|
|
30,018
|
|
Interest-earning deposits
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,468,671
|
|
$
|
153,246
|
|
$
|
1,165,479
|
|
$
|
353,205
|
|
$
|
3,140,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits
|
|
$
|
76,346
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
76,346
|
|
Time deposits of $100,000 or more
|
|
376,110
|
|
340,990
|
|
29,766
|
|
|
|
746,866
|
|
Other time deposits
|
|
63,409
|
|
618,913
|
|
5,210
|
|
|
|
687,532
|
|
Other interest-bearing deposits
|
|
1,000,278
|
|
|
|
|
|
|
|
1,000,278
|
|
FHLB Advances
|
|
72,487
|
|
|
|
70,000
|
|
|
|
142,487
|
|
Junior Subordinated Debenture
|
|
71,857
|
|
15,464
|
|
|
|
|
|
87,321
|
|
Total
|
|
$
|
1,660,487
|
|
$
|
975,367
|
|
$
|
104,976
|
|
$
|
|
|
$
|
2,740,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate sensitivity gap
|
|
$
|
(191,816
|
)
|
$
|
(822,121
|
)
|
$
|
1,060,503
|
|
$
|
353,205
|
|
$
|
399,771
|
|
Cumulative interest rate sensitivity gap
|
|
$
|
(191,816
|
)
|
$
|
(1,013,937
|
)
|
$
|
46,566
|
|
$
|
399,771
|
|
|
|
Cumulative interest rate sensitivity gap ratio
(based on total assets)
|
|
-5.54
|
%
|
-29.31
|
%
|
1.35
|
%
|
11.56
|
%
|
|
|
42
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 March 31, 2010. All assets presented in this table are
held-to-maturity or available-for-sale.
At March 31, 2010, we had no trading investment securities:
Change
(in basis points)
|
|
Net Interest Income
(next twelve months)
(Dollars in Thousands)
|
|
% Change
|
|
NPV
(Dollars in Thousands)
|
|
% Change
|
|
+200
|
|
$
|
120,590
|
|
-5.03
|
%
|
$
|
322,870
|
|
-14.29
|
%
|
+100
|
|
121,733
|
|
-4.13
|
%
|
351,331
|
|
-6.73
|
%
|
0
|
|
126,981
|
|
|
|
376,698
|
|
|
|
-100
|
|
127,439
|
|
0.36
|
%
|
351,880
|
|
-6.59
|
%
|
-200
|
|
127,058
|
|
0.06
|
%
|
327,757
|
|
-12.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
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 permits 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 March 31,
2010, 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 March 31,
2010, 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 March 31,
2010 that materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.
43
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 2009 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
None.
Item 5.
Other
Information
None.
44
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
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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
|
45
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: May 7, 2010
|
By:
|
/s/ Alex Ko
|
|
|
Alex Ko
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial
and Accounting Officer)
|
46
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