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 September 30, 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

Registrant’s 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 July 30, 2010 was 29,486,734 .

 

 

 




Table of Contents

 

Part I.  FINANCIAL INFORMATION

Item 1.                                                            Financial Statements

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

September 30, 2010

 

December 31, 2009

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

108,411

 

$

155,753

 

Federal funds sold and other cash equivalents

 

201,006

 

80,004

 

Cash and cash equivalents

 

309,417

 

235,757

 

 

 

 

 

 

 

Securities available for sale, at fair value (amortized cost of $360,849 and $651,095 at September 30, 2010 and December 31, 2009, respectively)

 

367,433

 

651,318

 

Securities held to maturity, at amortized cost (fair value of $97 and $109 at September 30, 2010 and December 31, 2009, respectively)

 

91

 

109

 

Loans receivable (net of allowance for loan losses of $99,022 and $62,130 at September 30, 2010 and December 31, 2009, respectively)

 

2,303,848

 

2,329,078

 

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

 

41,174

 

36,233

 

Federal Home Loan Bank Stock

 

19,302

 

20,850

 

Other real estate owned

 

15,996

 

3,797

 

Due from customers on acceptances

 

269

 

945

 

Cash surrender value of bank owned life insurance

 

18,510

 

18,037

 

Investment in affordable housing partnerships

 

29,389

 

13,732

 

Bank premises and equipment

 

13,771

 

12,660

 

Accrued interest receivable

 

12,839

 

15,266

 

Deferred income taxes

 

28,138

 

18,684

 

Servicing assets

 

7,041

 

6,898

 

Goodwill

 

6,675

 

6,675

 

Core deposits intangibles

 

1,737

 

2,013

 

FDIC loss share indemnification

 

26,233

 

33,775

 

Other assets

 

30,822

 

30,170

 

TOTAL

 

$

3,232,685

 

$

3,435,997

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Deposits:

 

 

 

 

 

Non-interest bearing

 

$

453,333

 

$

385,188

 

Interest bearing:

 

 

 

 

 

Savings

 

81,139

 

71,601

 

Money market and NOW accounts

 

812,055

 

932,063

 

Time deposits of $100,000 or more

 

731,876

 

795,679

 

Other time deposits

 

628,345

 

643,684

 

Total deposits

 

2,706,748

 

2,828,215

 

 

 

 

 

 

 

Federal Home Loan Bank advances and other borrowings

 

131,547

 

232,000

 

Junior subordinated debentures

 

87,321

 

87,321

 

Accrued interest payable

 

4,357

 

5,865

 

Acceptances outstanding

 

269

 

945

 

Other liabilities

 

31,115

 

15,515

 

Total liabilities

 

2,961,357

 

3,169,861

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, $1,000 par value—authorized, 5,000,000 shares; issued and outstanding, 62,158 shares at September 30, 2010 and December 31, 2009

 

60,317

 

59,931

 

Common stock, no par value—authorized, 80,000,000 shares; issued and outstanding, 29,486,734 shares and 29,415,657 shares at September 30, 2010 and December 31, 2009, respectively

 

55,513

 

54,918

 

Accumulated other comprehensive income, net of tax

 

4,100

 

326

 

Retained earnings

 

151,398

 

150,961

 

Total shareholders’ equity

 

271,328

 

266,136

 

 

 

 

 

 

 

TOTAL

 

$

3,232,685

 

$

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 September 30,

 

Nine Months Ended September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

36,452

 

$

39,388

 

$

107,835

 

$

100,818

 

Interest on investment securities

 

2,804

 

4,876

 

13,175

 

11,011

 

Interest on federal funds sold

 

515

 

844

 

1,191

 

1,910

 

Total interest income

 

39,771

 

45,108

 

122,201

 

113,739

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

8,688

 

12,994

 

30,338

 

35,952

 

Interest on FHLB advances and other borrowings

 

758

 

1,982

 

2,428

 

5,262

 

Interest on junior subordinated debentures

 

673

 

719

 

1,986

 

2,467

 

Total interest expense

 

10,119

 

15,695

 

34,752

 

43,681

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

29,652

 

29,413

 

87,449

 

70,058

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

18,000

 

24,200

 

67,200

 

43,000

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

11,652

 

5,213

 

20,249

 

27,058

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

3,071

 

3,315

 

9,510

 

9,338

 

Gain on sale of loans

 

2,723

 

2,235

 

4,203

 

1,711

 

Gain on sale of securities

 

2,600

 

 

8,742

 

1,588

 

Bargain purchase gain

 

 

 

 

21,679

 

Loan-related servicing fees

 

1,149

 

958

 

2,999

 

2,702

 

Other income

 

503

 

892

 

2,256

 

2,709

 

Total non-interest income

 

10,046

 

7,400

 

27,710

 

39,727

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST EXPENSES:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

7,458

 

7,120

 

21,857

 

19,315

 

Occupancy and equipment

 

1,921

 

1,935

 

6,048

 

5,294

 

Deposit insurance premiums

 

1,154

 

982

 

3,343

 

3,772

 

Professional fees

 

960

 

659

 

3,347

 

1,576

 

Data processing

 

702

 

1,078

 

2,029

 

2,750

 

Other operating

 

2,578

 

3,047

 

8,972

 

8,177

 

Total non-interest expenses

 

14,773

 

14,821

 

45,596

 

40,884

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

6,925

 

(2,208

)

2,363

 

25,901

 

INCOME TAX PROVISION (BENEFIT)

 

1,945

 

(1,451

)

(2,268

)

9,853

 

NET INCOME (LOSS)

 

4,980

 

(757

)

4,631

 

16,048

 

 

 

 

 

 

 

 

 

 

 

Preferred stock cash dividend and accretion of preferred stock

 

908

 

900

 

2,717

 

2,718

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS

 

$

4,072

 

$

(1,657

)

$

1,914

 

$

13,330

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER COMMON SHARE INFORMATION

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

$

(0.06

)

$

0.06

 

$

0.45

 

Diluted

 

$

0.14

 

$

(0.06

)

$

0.06

 

$

0.45

 

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

29,486,734

 

29,413,757

 

29,486,255

 

29,413,757

 

Diluted

 

29,509,153

 

29,413,757

 

29,530,600

 

29,422,528

 

 

 

 

 

 

 

 

 

 

 

COMMON STOCK CASH DIVIDEND DECLARED:

 

 

 

 

 

 

 

 

 

Cash dividend declared on common shares

 

$

 

$

1,471

 

$

1,477

 

$

4,412

 

Cash dividend declared per common share

 

$

 

$

0.05

 

$

0.05

 

$

0.15

 

 

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

 

BALANCE—January 1, 2009

 

62,158

 

$

59,443

 

29,413,757

 

$

54,038

 

$

1,239

 

$

140,340

 

$

255,060

 

Stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

(4,412

)

(4,412

)

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

(2,331

)

(2,331

)

Share-based compensation expense

 

 

 

 

 

 

 

608

 

 

 

 

 

608

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of discount on preferred stock

 

 

 

363

 

 

 

 

 

 

 

(387

)

(24

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

16,048

 

16,048

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gain on interest-only strips (net of tax)

 

 

 

 

 

 

 

 

 

44

 

 

 

44

 

Net change in unrealized gain on securities available for sale (net of tax)

 

 

 

 

 

 

 

 

 

7,494

 

 

 

7,494

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

23,586

 

BALANCE—September 30, 2009

 

62,158

 

$

59,806

 

29,413,757

 

$

54,646

 

$

8,777

 

$

149,258

 

$

272,487

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2010

 

62,158

 

$

59,931

 

29,415,657

 

$

54,918

 

$

326

 

$

150,961

 

$

266,136

 

Stock options exercised

 

 

 

 

 

71,077

 

98

 

 

 

 

 

98

 

Cash dividend declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

(1,477

)

(1,477

)

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

(2,331

)

(2,331

)

Share-based compensation expense

 

 

 

 

 

 

 

495

 

 

 

 

 

495

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

2

 

 

 

 

 

2

 

Accretion of discount on preferred stock

 

 

 

386

 

 

 

 

 

 

 

(386

)

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

4,631

 

4,631

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gain on interest-only strips (net of tax)

 

 

 

 

 

 

 

 

 

(16

)

 

 

(16

)

Net change in unrealized gain on securities available for sale (net of tax)

 

 

 

 

 

 

 

 

 

3,790

 

 

 

3,790

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

8,405

 

BALANCE—September 30, 2010

 

62,158

 

$

60,317

 

29,486,734

 

$

55,513

 

$

4,100

 

$

151,398

 

$

271,328

 

 

See accompanying notes to consolidated financial statements.

 

3



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2010

 

2009

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

4,631

 

$

16,048

 

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

 

 

 

 

 

Amortization of investment securities

 

4,531

 

2,866

 

Depreciation and amortization of Bank premises and equipment

 

1,588

 

1,490

 

Accretion of discount on acquired loans

 

(3,211

)

 

Amortization of core deposit intangibles

 

276

 

387

 

Amortization of investments in affordable housing partnerships

 

 

931

 

Provision for losses on loans and loan commitments

 

67,200

 

43,000

 

Provision for other real estate owned losses

 

36

 

359

 

Deferred tax benefit

 

(12,014

)

(1,188

)

Loss on disposition of bank premises and equipment

 

9

 

11

 

Bargain purchase gain

 

 

(21,679

)

Net realized gain on sale of loans held for sale

 

(4,203

)

(1,711

)

Proceeds from sale of loans

 

25,361

 

35,672

 

Origination of loans held for sale

 

(90,693

)

(45,298

)

Net realized gain on sale of available for sale securities

 

(8,742

)

(1,588

)

Change in unrealized appreciation on serving assets

 

680

 

390

 

Net realized loss (gain) on sale of other real estate owned

 

662

 

(402

)

Share-based compensation expense

 

495

 

608

 

Change in cash surrender value of life insurance

 

(473

)

(489

)

Servicing assets capitalized

 

(824

)

(556

)

Decrease (increase) in accrued interest receivable

 

2,427

 

(1,904

)

Increase in other assets

 

(27,345

)

(1,281

)

Decrease in accrued interest payable

 

(1,508

)

(2,196

)

Increase in other liabilities

 

19,620

 

2,794

 

Net cash (used) provided by operating activities

 

(21,497

)

26,264

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

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

 

19

 

22

 

Purchase of securities available for sale

 

(553,054

)

(430,574

)

Proceeds from principal repayments, matured, called, or sold securities available for sale

 

847,513

 

166,117

 

Net increase in loans receivable

 

(14,787

)

(125,702

)

Receipt of FDIC loss share indemnification

 

14,524

 

 

Proceeds from sale of other loans

 

23,408

 

3,217

 

Proceeds from sale of other real estate owned

 

6,274

 

3,395

 

Purchases of investments in affordable housing partnerships

 

(3,548

)

(4,183

)

Loss of investment in affordable housing partnerships

 

1,078

 

 

Purchases of premise and equipment

 

(718

)

(2,400

)

Redemption of Federal Home Loan Bank Stock

 

1,548

 

 

 

Net cash and cash equivalents acquired from acquisition of Mirae Bank

 

 

5,724

 

Net cash provided by (used) in investing activities

 

322,257

 

(384,384

)

 

See accompanying notes to consolidated financial statements.

 

(Continued)

 

4



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2010

 

2009

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from exercise of stock options

 

$

98

 

$

 

Payment of cash dividend on common stock

 

(2,948

)

(4,412

)

Payment of cash dividend on preferred stock

 

(2,331

)

(2,098

)

Increase in Federal Home Loan Bank advances and other borrowings

 

65,475

 

 

Decrease in Federal Home Loan Bank advances and other borrowings

 

(165,929

)

(27,500

)

Tax benefit from exercise of stock option

 

2

 

 

Net (decrease) increase in deposits

 

(121,467

)

566,126

 

Net cash (used) provided by financing activities

 

(227,100

)

532,116

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

73,660

 

173,996

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

235,757

 

97,541

 

CASH AND CASH EQUIVALENTS—End of period

 

$

309,417

 

$

271,537

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

36,260

 

$

42,923

 

Income taxes paid

 

$

16,509

 

$

8,885

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

Real estate acquired through foreclosures

 

$

18,213

 

$

6,428

 

Note financing for OREO sales

 

$

 

$

6,649

 

Note financing for sale of other loans

 

$

44,335

 

$

20,286

 

Other assets transferred to Bank premises and equipment

 

$

1,990

 

$

290

 

Common stock cash dividend declared, but not paid

 

$

 

$

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 Bank’s 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 Bank”) 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 Company’s consolidated statements of financial condition as of September 30, 2010 and December 31, 200 9 , the statements of operations for the three and nine months ended September 30, 2010 and September 30, 2009, and the related statements of shareholders’ equity and statements of cash flows for the nine months ended September 30, 2010 and September 30, 2009. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

 

The Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Codification (“ASC”) became effective on July 1, 2009. At that date, the ASC became the FASB’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 200 9 . The effective tax rate for the three months ending September 30, 2010 was calculated using actual year to date pretax income in effective tax rate calculations.  In periods prior to June 30, 2010, the Company used estimated annualized pretax income to calculate the effective tax rate.  All other 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 Bank’s closure by the California Department of Financial Institutions (“DFI”) at the close of business on June 26, 2009.  We purchased substantially all of Mirae Bank’s assets and assumed all of Mirae Bank’s 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”).

 

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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 decrease from what was expected at the time of acquisition, the FDIC indemnification will decrease and increase, respectively.  When covered assets are paid-off and sold, the FDIC indemnification asset is reduced and is offset with interest income. Covered assets that become impaired, increases in the indemnification asset.

 

The table below summarizes the changes to the FDIC loss share indemnification in the third quarter and first nine months of 2010:

 

(Dollars in Thousands)

 

Three Months Ending
September 30, 2010

 

Nine Months Ending
September 30, 2010

 

 

 

 

 

 

 

Beginning balance of FDIC indemnification

 

$

28,538

 

$

33,775

 

Changes in provision for loan losses

 

2,362

 

5,053

 

Payments received from FDIC

 

(6,116

)

(16,359

)

Increase resulting from charge-offs

 

1,449

 

3,764

 

Ending balance of FDIC indemnification

 

$

26,233

 

$

26,233

 

 

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 arm’s 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 investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

 

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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 securities of government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, municipal bonds and corporate securities. Our existing investment available-for-sale security holdings as of September 30, 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 by management in part through the use of appraisals or by actual selling prices for loans that are under contract to sell. It is the Company’s policy to update appraisals on all collateral dependent impaired loans every six months or less.

 

We order appraisals for all loans that have been identified by management as non-performing or potentially non-performing at month-end following such identification. Thereafter, the Company’s Credit Administrator Clerk monitors all of our collateral dependent impaired loans and other non-performing loans on a monthly basis to ensure that updated appraisals are ordered and received at least every six months. Appraisal reports are typically received by the Company on a timely basis, and we have not experienced significant delays during this process. Once an appraisal is received, if there is a difference between the updated appraisal value and the balance of the loan, we will either record a special valuation allowance for that difference, or we will charge-off the difference in accordance with our loan policy. We do not charge-off or make special allowances for only a portion of the difference between the appraisal value and the balance of the loan.

 

For any loan that has already been partially charged-off, after we receive an updated appraisal, there will be no change in the classification of that loan unless it satisfies our policy guidelines for returning a non-performing loan to a performing loan.

 

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 determined by management in part by using 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 fair value disclosures for financial instruments, OREO is measured at fair value. The Company records OREO as non-recurring with Level 3 measurement inputs.

 

Servicing assets and interest-only strips —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 interest only 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.

 

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Table of Contents

 

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.

 

The table below summarizes the valuation of our financial assets and liabilities by the above ASC 820-10 fair value hierarchy levels as of September 30, 2010 and December 31, 2009:

 

Assets Measured at Fair Value on a Recurring Basis

(Dollars in Thousands )

 

 

 

Fair Value Measurements Using:

 

As of September 30, 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

 

$

54,460

 

$

 

$

54,460

 

$

 

Mortgage backed securities

 

20,788

 

 

20,788

 

 

Collateralized m ortgage obligations

 

254,016

 

 

254,016

 

 

Corporate securities

 

2,036

 

 

2,036

 

 

Municipal bonds

 

36,133

 

 

36,133

 

 

Servicing assets

 

7,041

 

 

 

7,041

 

Interest-only strips

 

635

 

 

 

635

 

Servicing liabilities

 

(399

)

 

 

(399

)

 

 

 

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 e nterprises

 

$

155,382

 

$

 

$

155,382

 

$

 

Mortgage backed securities

 

131,711

 

 

131,711

 

 

Collateralized m ortgage 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

)

 

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Table of Contents

 

F inancial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the three and nine months ended September 30, 2010 and September 30, 2009 :

 

(Dollars in Thousands)

 

At June 30,
2010

 

Net Realized
Losses in
Net Income

 

Unrealized
Loss in Other
Comprehensive

Income

 

Net
Purchases,
Sales and
Settlements

 

Transfers
In/out of
Level 3

 

At September
30, 2010

 

Net Cumulative

Unrealized
Loss in Other
Comprehensive

Income

 

Servicing assets

 

$

6,655

 

$

(128

)

$

 

$

514

 

$

 

$

7,041

 

$

 

Interest-only strips

 

632

 

(18

)

21

 

 

 

635

 

(284

)

Servicing liabilities

 

(406

)

7

 

 

 

 

(399

)

 

 

(Dollars in Thousands)

 

At June 30,
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 September
30, 2009

 

Net Cumulative
Unrealized

Loss in Other
Comprehensive

Income

 

Servicing assets

 

$

6,677

 

$

(335

)

$

 

$

556

 

$

 

$

6,898

 

$

 

Interest-only strips

 

741

 

(31

)

15

 

 

 

725

 

(293

)

Servicing liabilities

 

(464

)

(136

)

 

 

 

(600

)

 

 

(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 September
30, 2010

 

Net Cumulative
Unrealized
Loss in Other
Comprehensive

Income

 

Servicing assets

 

$

6,898

 

$

(680

)

$

 

$

823

 

$

 

$

7,041

 

$

 

Interest-only strips

 

724

 

(61

)

(28

)

 

 

635

 

(284

)

Servicing liabilities

 

(407

)

8

 

 

 

 

(399

)

 

 

(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 September
30, 2009

 

Net Cumulative
Unrealized

Loss in Other
Comprehensive

Income

 

Servicing assets

 

$

4,838

 

$

(390

)

$

 

$

2,450

 

$

 

$

6,898

 

$

 

Interest-only strips

 

632

 

(86

)

74

 

105

 

 

725

 

(293

)

Servicing liabilities

 

(328

)

(138

)

 

(134

)

 

(600

)

 

 

The following tables present the aggregated balance of assets measured at estimated fair value on a non-recurring basis at September 30, 2010 and December 31, 2009, and the total losses resulting from these fair value adjustments for the year-to date periods ended September 30, 2010 and December 31, 2009:

 

As of September 30, 2010

 

(Dollars in Thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Net YTD Realized
Losses in Net
Income

 

Collateral dependent impaired loans

 

$

 

$

 

$

175,726

 

$

176,726

 

$

2,156

 

OREO

 

 

 

16,591

 

16,591

 

595

 

Total

 

$

 

$

 

$

192,317

 

$

192,317

 

$

2,751

 

 

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Table of Contents

 

As of December 31, 2009

 

(Dollars in Thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Net YTD 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

 

 

The table below is a summary of fair value estimates as of September 30, 2010 and December 30, 2009, for financial instruments, as defined by ASC 825-10 (formerly SFAS No. 107, Disclosures about Fair Value of Financial Instruments) , including those financial instruments for which the Company did not elect fair value option pursuant to ASC 470-20 (SFAS No. 159).

 

 

 

September 30, 2010

 

December 31, 2009

 

 

 

Carrying

 

Estimated

 

Carrying

 

Estimated

 

(Dollars in Thousands)

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

309,417

 

$

309,417

 

$

235,757

 

$

235,757

 

Investment securities held to maturity

 

97

 

97

 

109

 

109

 

Loans receivable—net

 

2,303,848

 

2,302,946

 

2,329,078

 

2,326,869

 

Loans held for sale

 

41,103

 

41,174

 

36,233

 

36,407

 

Cash surrender value of life insurance

 

18,510

 

18,510

 

18,037

 

18,037

 

Federal Home Loan Bank stock

 

19,302

 

19,302

 

20,850

 

20,850

 

Accrued interest receivable

 

12,839

 

12,839

 

15,266

 

15,266

 

Due from customer on acceptances

 

269

 

269

 

945

 

945

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

453,333

 

$

453,333

 

$

385,188

 

$

385,188

 

Interest-bearing deposits

 

2,253,415

 

2,259,383

 

2,443,027

 

2,444,445

 

Junior subordinated Debentures

 

87,321

 

87,321

 

87,321

 

87,321

 

Short-term federal fund purchased & FHLB borrowings

 

 

 

122,000

 

122,380

 

Federal Home Loan Bank borrowings

 

110,000

 

112,116

 

110,000

 

112,017

 

Accrued interest payable

 

4,357

 

4,357

 

5,865

 

5,865

 

Acceptances outstanding

 

269

 

269

 

945

 

945

 

 

11


 

 


Table of Contents

 

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 September 30, 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

 

$

91

 

$

97

 

$

6

 

$

109

 

$

109

 

$

 

Total investment securities held to maturity

 

$

91

 

$

97

 

$

6

 

$

109

 

$

109

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale :

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

53,902

 

$

54,460

 

$

558

 

$

156,879

 

$

155,382

 

$

(1,497

)

Mortgage backed securities

 

19,972

 

20,788

 

816

 

131,617

 

131,711

 

94

 

Collateralized mortgage obligations

 

250,198

 

254,016

 

3,818

 

318,531

 

319,554

 

1,023

 

Corporate securities

 

2,000

 

2,036

 

36

 

2,000

 

2,017

 

17

 

Municipal securities

 

34,777

 

36,133

 

1,356

 

42,068

 

42,654

 

586

 

Total investment securities available for sale

 

$

360,849

 

$

367,433

 

$

6,584

 

$

651,095

 

$

651,318

 

$

223

 

 

The following table summarizes the maturity and repricing schedule of our investment securities at their market values at September 30, 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

 

$

 

$

97

 

$

 

$

 

$

97

 

Total investment securities held to maturity

 

$

 

$

97

 

$

 

$

 

$

97

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale :

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

54,460

 

$

 

$

54,460

 

Mortgage backed securities

 

6,556

 

55

 

2,409

 

11,768

 

20,788

 

Collateralized mortgage obligations

 

4,092

 

238,688

 

 

11,236

 

254,016

 

Corporate securities

 

 

2,036

 

 

 

2,036

 

Municipal securities

 

128

 

1,170

 

6,068

 

28,767

 

36,133

 

Total investment securities available for sale

 

$

10,776

 

$

241,949

 

$

62,937

 

$

51,771

 

$

367,433

 

 

12



Table of Contents

 

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 September 30, 2010 and December 31, 2009:

 

As of September 30, 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

 

$

 

$

 

$

 

$

 

$

 

$

 

Mortgage-backed securities

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

48,065

 

(121

)

 

 

48,065

 

(121

)

Municipal securities

 

1,197

 

(87

)

339

 

(68

)

1,536

 

(155

)

Total

 

$

49,262

 

$

(208

)

$

339

 

$

(68

)

$

49,601

 

$

(276

)

 

As of December 31, 200 9

(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

)

Municipal securities

 

18,783

 

(505

)

 

 

18,783

 

(505

)

Total

 

$

360,014

 

$

( 3,806

)

$

 

$

 

$

360,014

 

$

( 3,806

)

 


(1)  The Company had no held to maturity investment securities with unrealized losses at September 30, 2010 and December 31, 2009.

 

At September 30, 2010, the total unrealized losses less than 12 months old were $208,000 and total unrealized losses more than 12 months old were $68,000 for the same period.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $49.3 million at September 30, 2010 and $339,000 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. Securities with market value of approximately $351.1 million and $629.2 million were pledged to secure public deposits for other purposes required or permitted by law at September 30, 2010 and December 31, 2009, respectively

 

Management determined that any individual unrealized loss as of September 30, 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 (“MBSs”) 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 MBSs or CMOs. All GSE bonds, GSE CMOs, and GSE MBSs 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, (“ABSs”), and Collateralized Debt Obligations, (“CDOs”) that are below investment grade.  We have the intent and ability to hold the securities in an unrealized loss position at September 30, 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 September 30, 2010 until the market value recovers or the securities mature.

 

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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 “ c overed l oans.”  All loans other than the covered loans are referred to herein as “ n on- c overed loans.”  A summary of covered and non-covered loans is presented in the table below:

 

Covered & Non-Covered Loans

 

 

 

(Dollars in Thousands)

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

Non-covered loans:

 

 

 

 

 

 

 

Construction

 

$

70,808

 

$

48,371

 

$

44,586

 

Real estate secured

 

1,832,726

 

1,783,638

 

1,766,428

 

Commercial and industrial

 

308,277

 

325,034

 

348,910

 

Consumer

 

16,937

 

16,626

 

15,984

 

Total loans

 

2,228,748

 

2,173,669

 

2,175,908

 

Unearned Income

 

(4,932

)

(5,311

)

(5,276

)

Gross loans, net of unearned income

 

2,223,816

 

2,168,358

 

2,170,632

 

Allowance for losses on loans

 

(91,991

)

(61,377

)

(54,735

)

Net loans

 

$

2,131,825

 

$

2,106,981

 

$

2,115,897

 

 

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

Construction

 

$

 

$

 

$

494

 

Real estate secured

 

166,490

 

196,066

 

206,770

 

Commercial and industrial

 

53,613

 

62,409

 

66,829

 

Consumer

 

125

 

608

 

627

 

Total loans

 

220,228

 

259,083

 

274,720

 

Allowance for losses on loans

 

(7,031

)

(753

)

 

Net loans

 

$

213,197

 

$

258,330

 

$

274,720

 

 

 

 

 

 

 

 

 

Total loans:

 

 

 

 

 

 

 

Construction

 

$

70,808

 

$

48,371

 

$

45,080

 

Real estate secured

 

1,999,216

 

1,979,704

 

1,973,198

 

Commercial and industrial

 

361,890

 

387,443

 

415,739

 

Consumer

 

17,062

 

17,234

 

16,611

 

Total loans

 

2,448,976

 

2,432,752

 

2,450,628

 

Unearned Income

 

(4,932

)

(5,311

)

(5,276

)

Gross loans, net of unearned income

 

2,444,044

 

2,427,441

 

2,445,352

 

Allowance for losses on loans

 

(99,022

)

(62,130

)

(54,735

)

Net loans

 

$

2,345,022

 

$

2,365,311

 

$

2,390,617

 

 

I n 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 B ank would be unable to collect all contractually required payments receivable. In contrast, N on-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 f our 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.

 

14



Table of Contents

 

The following table represents the carrying value of SOP 03-3 and Non SOP 03-3 loans acquired from Mirae Bank at September 30, 2010:

 

(Dollars in Thousands)

 

September 30, 2010

 

December 31,2009

 

 

 

 

 

 

 

Non SOP 03-3 loans

 

$

216,006

 

$

248,204

 

SOP 03-3 loans

 

4,222

 

10,879

 

Total outstanding balance

 

220,228

 

259,083

 

Allowance related to these loans

 

(7,031

)

(753

)

Carrying amount, net of allowance

 

$

213,197

 

$

258,330

 

 

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)

 

September 30, 2010

 

December 31, 2009

 

 

 

 

 

 

 

Breakdown of SOP 03-3 Loans

 

 

 

 

 

Real Estate loans

 

$

3,373

 

$

6,881

 

Commercial loans

 

$

849

 

$

3,998

 

 

Loans 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.  In the third quarter and first nine months of 2010, discount accretion on acquired loans of $973,000 and $3.4 million, respectively, were recorded as interest income as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

(Dollars in Thousands)

 

September 30, 2010

 

September 30, 2010

 

 

 

 

 

 

 

Beginning balance of discount on loans

 

$

20,582

 

$

30,846

 

Discount accretion income recognized

 

(973

)

(3,444

)

Disposals related to charge-offs

 

(1,081

)

(7,210

)

Disposals related to loan sales

 

(1,234

)

(2,898

)

Carrying amount, net of allowance

 

$

17,294

 

$

17,294

 

 

15



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 September 30,

 

Nine Months Ended September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Balances:

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

91,419

 

$

38,758

 

$

62,130

 

$

29,437

 

Actual charge-offs: *

 

 

 

 

 

 

 

 

 

Real estate secured

 

12,769

 

1,888

 

30,009

 

2,736

 

Commercial and industrial

 

1,539

 

6,134

 

7,094

 

14,703

 

Consumer

 

33

 

191

 

224

 

649

 

Total charge-offs

 

14,341

 

8,213

 

37,327

 

18,088

 

 

 

 

 

 

 

 

 

 

 

Recoveries on loans previously charged off:

 

 

 

 

 

 

 

 

 

Real estate secured

 

770

 

2

 

794

 

3

 

Commercial and industrial

 

179

 

189

 

1,442

 

495

 

Consumer

 

42

 

33

 

140

 

100

 

Total recoveries

 

991

 

224

 

2,376

 

598

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs

 

13,350

 

7,989

 

34,951

 

17,490

 

 

 

 

 

 

 

 

 

 

 

FDIC Indemnification

 

2,954

 

 

5,645

 

 

Provision for losses on loan and loan commitments

 

17,999

 

23,966

 

66,198

 

42,788

 

Balances at end of period

 

$

99,022

 

$

54,735

 

$

99,022

 

$

54,735

 

Allowance for loan commitments:

 

 

 

 

 

 

 

 

 

Balances at beginning of year

 

$

3,516

 

$

1,221

 

$

2,515

 

$

1,243

 

Provision for losses (recovery) on loan commitments

 

1

 

234

 

1,002

 

212

 

Balance at end of period

 

$

3,517

 

$

1,455

 

$

3,517

 

$

1,455

 

 

 

 

 

 

 

 

 

 

 

Ratios :

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average total loans

 

0.56

%

0.33

%

1.47

%

0.80

%

Allowance for loan losses to total loans at end of period

 

4.05

%

2.24

%

4.05

%

2.24

%

Net loan charge-offs to allowance for loan losses at end of period

 

13.48

%

14.60

%

35.30

%

31.95

%

Net loan charge-offs to provision for losses on loans and loan commitments

 

74.17

%

33.02

%

52.01

%

40.67

%

 


*

 

Charge-off amount for the three months ended September 30, 2010 includes net charge-offs of covered loans amounting to $415,000, which represents gross covered loan charge-offs of $1.6 million less FDIC receivable portion of $1.2 million. Charge-off amount for the nine months ended September 30, 2010 includes net charge-offs of covered loans amounting to $1.4 million, which represents gross covered loan charge-offs of $9.3 million less FDIC receivable portion of $7.9 million

 

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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)

 

 

 

September 30, 2010

 

December 31, 2009

 

 

 

Reserve

 

Gross Loans

 

(%)

 

Reserve

 

Gross Loans

 

(%)

 

Applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,006

 

$

70,808

 

5.66

%

$

411

 

$

48,371

 

0.85

%

Real estate secured

 

61,381

 

1,999,216

 

3.07

%

34,458

 

1,979,704

 

1.74

%

Commercial and industrial

 

32,151

 

361,890

 

8.88

%

27,059

 

387,443

 

6.98

%

Consumer

 

1,484

 

17,062

 

8.70

%

202

 

17,234

 

1.17

%

Total allowance

 

$

99,022

 

$

2,448,976

 

4.04

%

$

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 September 30, 2010, our recorded impaired loans totaled $224.3 million, of which $164.1 million had specific reserves of $33.4 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 non-impaired 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 .

 

During the third quarter of 2010, the Company enhanced the overall allowance for loan losses methodology. The key enhancements to our allowance methodology involved changes to our general valuation allowance calculation.  As a result of changes to our loan portfolio since the initial implementation of our allowance for loan losses methodology, enhancements were made to the migration model and qualitative adjustment calculation to better reflect the current environment and risk in the loan portfolio.  The enhancements to our historical loss rate calculation included a change in our analysis period from five to three years.  In addition, our qualitative adjustment matrix was enhanced to include updated risk factors and an enhanced systematic calculation.  As a result of the enhancements to the allowance methodology, the general valuation allowance component of allowance for loan losses decreased by $804,000 to $64.8 million at September 30, 2010 compared to the previous quarter.  The allowance for loan losses methodology enhancement did not have a significant impact on the ending allowance for loan losses figures.

 

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 earning s of the Company.

 

17



Table of Contents

 

The following table provides the basic and diluted EPS computations for the periods indicated below:

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

(Dollars in Thousands, Except per Share Data)

 

2010

 

2009

 

2010

 

2009

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

 

$

4,072

 

$

(1,657

)

$

1,914

 

$

13,330

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share:

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

29,486,734

 

29,413,757

 

29,486,255

 

29,413,757

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Stock option dilution

 

22,419

 

 

44,345

 

8,771

 

Denominator for diluted earnings per share:

 

 

 

 

 

 

 

 

 

Adjusted weighted-average shares and assumed conversions

 

29,509,153

 

29,413,757

 

29,530,600

 

29,422,528

 

Basic earnings (loss) per share

 

$

0.14

 

$

(0.06

)

$

0.06

 

$

0.45

 

Diluted earnings (loss) per share

 

$

0.14

 

$

(0.06

)

$

0.06

 

$

0.45

 

 

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 services (“TF S ”).  The Company determines the operating results of each segment based on an internal management system that allocates certain expenses to each segment.

 

Banking Operations (“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 — Our TFS primarily deals in letters of credit issued to customers whose businesses involve the international sale of goods.  A letter of credit is an arrangement (usually expressed in letter form) whereby the Company, at the request of and in accordance with customers instructions, undertakes to reimburse or cause to reimburse a third party,  provided that certain documents are presented in strict compliance with its terms and conditions.  Simply put, a bank is pledging its credit on behalf of the customer. The Company’s TFS offers the following types of letters of credit to customers:

 

·                   Commercial — An undertaking by the issuing bank to pay for a commercial transaction.

 

·                   Standby — An undertaking by the issuing bank to pay for the non-performance of applicant.

 

·                   Documentary Collections — A means of channeling payment for goods through a bank in order to facilitate passing of funds. The bank (banks) involved acts as a conduit through which the funds and documents are transferred between the buyer and seller of goods.

 

Our TFS services include the issuance and negotiation of letters of credit, as well as the handling of documentary collections. On the export side, we provide advising and negotiation of commercial letters of credit, and we transfer and issue back-to-back letters of credit. We also provide importers with trade finance lines of credit, which allow for issuance of commercial letters of credit and financing of documents received under such letters of credit, as well as documents received under documentary collections. Exporters are assisted through export lines of credit as well as through immediate financing of clean documents presented under export letters of credit.

 

18



Table of Contents

 

The following are the results of operations of the Company’s segments for the three months ended September 30, 2010 and 2009 indicated below:

 

(Dollars in Thousands)

 

Three Months Ended September 30, 2010

 

Business Segments

 

Operations

 

TFS

 

SBA

 

Company

 

Net interest income

 

$

26,349

 

$

790

 

$

2,513

 

$

29,652

 

Less provision for loan losses

 

16,402

 

1,598

 

 

18,000

 

Non-interest income

 

6,439

 

281

 

3,326

 

10,046

 

Non-interest expense

 

13,454

 

341

 

978

 

14,773

 

(Loss) income before income taxes

 

$

2,932

 

$

(868

)

$

4,861

 

$

6,925

 

Total assets

 

$

2,994,297

 

$

51,606

 

$

186,782

 

$

3,232,685

 

 

(Dollars in Thousands)

 

Three Months Ended September 30, 2009

 

Business Segments

 

Operations

 

TFS

 

SBA

 

Company

 

Net interest income

 

$

25,904

 

$

467

 

$

3,042

 

$

29,413

 

Less provision for loan losses

 

18,021

 

3,999

 

2,180

 

24,200

 

Non-interest income

 

5,158

 

(86

)

2,328

 

7,400

 

Non-interest expense

 

14,128

 

118

 

575

 

14,821

 

Income (loss) before income taxes

 

$

(1,087

)

$

(3,736

)

$

2,615

 

$

(2,208

)

Total assets

 

$

3,136,284

 

$

51,205

 

$

190,074

 

$

3,377,563

 

 

The following are the results of operations of the Company’s segments for the nine months ended September 30, 2010 and 2009 indicated below:

 

(Dollars in Thousands)

 

Nine Months Ended September 30, 2010

 

Business Segments

 

Operations

 

TFS

 

SBA

 

Company

 

Net interest income

 

$

77,801

 

$

2,024

 

$

7,624

 

$

87,449

 

Less provision for loan losses

 

60,573

 

1,067

 

5,560

 

67,200

 

Non-interest income

 

20,982

 

789

 

5,939

 

27,710

 

Non-interest expense

 

41,693

 

1,247

 

2,656

 

45,596

 

(Loss) income before income taxes

 

$

(3,483

)

$

499

 

$

5,347

 

$

2,363

 

Total assets

 

$

2,994,297

 

$

51,606

 

$

186,782

 

$

3,232,685

 

 

(Dollars in Thousands)

 

Nine Months Ended September 30, 2009

 

Business Segments

 

Operations

 

TFS

 

SBA

 

Company

 

Net interest income

 

$

61,172

 

$

1,327

 

$

7,559

 

$

70,058

 

Less provision for loan losses

 

31,074

 

6,761

 

5,165

 

43,000

 

Non-interest income

 

35,024

 

841

 

3,862

 

39,727

 

Non-interest expense

 

38,247

 

1,064

 

1,573

 

40,884

 

Income (loss) before income taxes

 

$

26,875

 

$

(5,657

)

$

4,683

 

$

25,901

 

Total assets

 

$

3,136,284

 

$

51,205

 

$

190,074

 

$

3,377,563

 

 

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 customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty.  The types of collateral that we hold varies, but may include accounts receivable , inventory , property, plant, and equipment and income-producing properties.

 

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Commitments at September 30, 2010 and December 31, 2009 are summarized as follows:

 

(Dollars in Thousands)

 

September 30, 2010

 

December 31, 2009

 

 

 

 

 

 

 

Commitments to extend credit

 

$

279,897

 

$

238,238

 

Standby letters of credit

 

10,480

 

13,044

 

Commercial letters of credit

 

11,132

 

10,236

 

Commitments to fund Low Income Housing Tax Credits (“LIHTC”)

 

12,866

 

11,492

 

 

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 file,” 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.

 

In April 2010, FASB issued ASU 2010-18 “Effect of a Loan Modification When the Loan is Part of a Pool that is Accounted for as a Single Asset,” which is effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending after July 15, 2010. Under the amendments, modifications of loans that are accounted for within a pool do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. The Company does not expect ASU 2010-18 to have a material impact on its consolidated financial statement.

 

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In July 2010, FASB issued ASU 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” to improve disclosures about the credit quality of financing receivables and the allowance for credit losses.  Companies will be required to provide more information about the credit quality of their financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.  Required disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010, while required disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. The Company does not expect ASU 2010-20 to have a material impact on its consolidated financial statement.

 

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.

 

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Table of Contents

 

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

 

This discussion presents management’s analysis of our results of operations for the three and nine months ended September 30, 2010 and September 30, 2009, financial condition as of September 30, 2010 and December 31, 200 9 , and includes the statistical disclosures required by the Securities and Exchange Commission Guide 3 (“Statistical Disclosure by Bank Holding Companies”).  The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

 

Statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations, intentions, beliefs, or strategies regarding the future.  Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” and “outlook,” and similar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them.  Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document.  All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.  It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation, and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed under the section entitled “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 200 9 , 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 rel ies 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.

 

·                   Our expenses will increase as a result of increases in FDIC insurance premiums.

 

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·                   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 may increase the cost of doing business and inhibit our ability to compete, including the unexpected impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III.

 

·                   As participants in the United States Department of the Treasury’s 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.

 

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Table of Contents

 

Selected Financial Data

 

The following table presents selected historical financial information for the three months ended September 30, 2010 and September 30, 2009 and the year to date balance ended September 30, 2010, December 31, 2009, and September 30, 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 September 30,

 

Nine months ended September 30,

 

(Dollars in thousands, except per share data) (unaudited)

 

2010

 

2009

 

2010

 

2009

 

Net (loss) income available to common shareholders

 

$

4,072

 

$

(1,657

)

$

1,914

 

$

13,330

 

Net (loss) income per common share, basic

 

0.14

 

(0.06

)

0.06

 

0.45

 

Net (loss) income per common share, diluted

 

0.14

 

(0.06

)

0.06

 

0.45

 

Net interest income before provision for loan losses and loan commitments

 

29,652

 

29,413

 

87,449

 

70,058

 

 

 

 

 

 

 

 

 

 

 

Average balances:

 

 

 

 

 

 

 

 

 

Assets

 

3,348,434

 

3,298,328

 

3,413,486

 

2,840,993

 

Cash and cash equivalents

 

325,851

 

262,321

 

270,445

 

189,314

 

Investment securities

 

449,154

 

488,704

 

586,641

 

367,260

 

Net loans

 

2,372,428

 

2,393,513

 

2,366,651

 

2,162,801

 

Total deposits

 

2,810,176

 

2,547,303

 

2,878,455

 

2,129,473

 

Shareholders’ equity

 

274,845

 

276,770

 

274,536

 

266,157

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

Annualized return on average assets

 

0.59

%

(0.09

)%

0.18

%

0.75

%

Annualized return on average equity

 

7.25

%

(1.09

)%

2.25

%

8.04

%

Net interest margin

 

3.93

%

3.87

%

3.77

%

3.55

%

Efficiency ratio

 

37.21

%

40.26

%

39.59

%

37.24

%

Capital Ratios:

 

 

 

 

 

 

 

 

 

Tier 1 capital to adjusted total assets

 

10.01

%

10.03

%

 

 

 

 

Tier 1 capital to risk-weighted assets

 

14.10

%

14.29

%

 

 

 

 

Total capital to risk-weighted assets

 

15.56

%

15.82

%

 

 

 

 

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

Year to date balances as of:

 

 

 

 

 

 

 

Total assets

 

$

3,232,685

 

$

3,435,997

 

$

3,377,563

 

Investment securities

 

367,524

 

651,427

 

559,718

 

Total loans, net of unearned income and allowance for loan losses

 

2,345,022

 

2,427,441

 

2,445,352

 

Total deposits

 

2,706,748

 

2,828,215

 

2,672,102

 

Junior subordinated debentures

 

87,321

 

87,321

 

87,321

 

FHLB advances

 

110,000

 

232,000

 

322,000

 

Total common equity

 

211,011

 

206,205

 

272,487

 

 

 

 

 

 

 

 

 

Asset Quality Ratios:

 

 

 

 

 

 

 

(net of SBA guaranteed portion)

 

 

 

 

 

 

 

Net charge-off to average total loans for the quarter

 

0.56

%

0.74

%

0.33

%

Non-performing loans to gross loans

 

3.13

%

2.92

%

3.20

%

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

 

3.77

%

3.07

%

6.15

%

Allowance for loan losses to total loans

 

4.05

%

2.56

%

2.24

%

Allowance for loan losses to non-performing loans

 

129.18

%

87.78

%

70.02

%

 

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Table of Contents

 

Executive Overview

 

We operate within 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 expanded geographically. Pursuant to the acquisition of Mirae Bank on June 26, 2009, five commercial banking branches 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 of 2010, 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 estimat es necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuation and could have an impact on our net income.

 

Our significant accounting policies are described in greater detail in our 200 9 Annual Report on Form 10-K in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations” , which are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. There has been no material modification to these policies during the quarter ended September 30, 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 $239,000 or 0.8%, to $29.7 million in the third quarter of 2010, compared to $29.4 million in the third quarter of 2009.  Net interest margin of 3.93% in the third quarter of 2010 was increased by 6 basis points from net interest margin of 3.87% in the previous year due to a decrease of 0.67% in total cost of interest bearing deposits during the same period. The slight increase in net interest income was a result of interest expenses decreasing slightly more than total interest income.  On an year to date basis, net interest income before provision for losses on loans and loan commitments increased $17.4 million to $87.4 million for the first nine month of 2010 compared to $70.1 million for the first nine months of 2009. Net interest margin was increased to 3.77% for year to date September 30, 2010 from 3.55% for the same period the prior year.

 

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Table of Contents

 

Interest income decreased by $5.3 million, or 11.8%, to $39.8 million in third quarter of 2010 compared to $45.1 million in the third quarter of 2009.  The decrease in interest income was primarily due to a decrease in average balances in our loan portfolio and in our U.S. government agency securities portfolio in addition to a decrease in overall loan and investment yields.  Average loan balances decreased by $21.1 million to $2.37 billion in the third quarter of 2010, compared to $2.39 billion in the third quarter of 2009.  This decrease was primarily due to loan sales and a decrease in loan demand throughout 2010 which reduced originations.  The average balances of government sponsored securities decreased from $450.1 million to $404.0 million from the third quarter of 2009 to 2010.  Due to the lower rate environment coupled with a decrease in investment spreads to treasuries bonds, the overall tax equivalent yield on investments decreased from 4.16% at the quarter ending September 30, 2009 to 2.76% at September 30, 2010.

 

Interest income for the first nine months of 2010 increased 7.4% or by $8.5 million to $122.2 million at September 30, 2010 compared to $113.7 million for the same period last year.  The resulted as average loan and securities of government sponsored enterprises was increased.  Average net loan balance increased from $2.2 billion for the nine months ended September 30, 2009 to $2.4 billion for the nine months ended September 30, 2010 and averages balance for securities of government sponsored enterprises increased from $334.5 million to $541.8 million during the same period.  Although year to date yields for loans and securities of government sponsored enterprises decreased from September 30, 2009 to September 30, 2010, the increase in average balances resulted in an increase in interest income compared to the previous year.

 

Interest expense decreased by $5.6 million, or 35.5%, to $10.1 million in the third quarter of 2010 compared to $15.7 million in the third quarter of 2009, and average balances of our interest bearing liabilities decreased by $22.8 million to $2.60 billion in the third quarter of 2010 from $2.62 billion at the third quarter of 2009.  The decrease in interest bearing liabilities is attributable to a decrease in FHLB advances and other borrowings, which decreased $222.1 million to $140.2 million at September 30, 2010 from $362.2 million at September 30 2009.  Total cost of interest bearing liabilities decreased from 2.40% at the end of the third quarter 2009 to 1.56% at the end of the third quarter of 2010, a decrease of 84 basis points.  The decrease resulted from an improved deposits mix and interest rate reductions on money market and time deposits.

 

Interest expense for the first nine months was also decreased to $37.8 million at September 30, 2010, a decrease of $8.9 million or 20.4% compared to the first nine months of 2009.  Average balances for total interest bearing liabilities increased to $2.7 billion for the nine months ended September 30, 2010 from $2.2 billion for the nine months ended September 30, 2009.  Cost of liabilities decreased to 1.72% for the first nine months of 2010 compared to 2.60% for the first nine months of 2009, a decrease of 88 basis points.  This decrease is also attributable to improved deposits mix and interest rate reductions on money market and time deposits.

 

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The following table sets forth, for the periods indicated, our average balances of assets, liabilities and shareholders’ equity, in addition to the major components of net interest income and net interest margin for the quarter ended September 30, 2010:

 

Distribution, Yield and Rate Analysis of Net Interest Income

(Dollars in Thousands)

 

 

 

Three Months Ended September 30,

 

 

 

2010

 

200 9

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Average
Rate/Yield

 

Average
Balance

 

Interest
Income/
Expense

 

Average
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

2,372,428

 

$

36,452

 

6.15

%

$

2,393,513

 

$

39,388

 

6.58

%

Securities of government sponsored e nterprises

 

403,962

 

2,337

 

2.31

%

450,116

 

4,460

 

3.96

%

Other investment securities (2)

 

45,192

 

468

 

6.73

%

38,588

 

416

 

6.47

%

Federal funds sold

 

227,706

 

514

 

0.90

%

180,490

 

844

 

1.87

%

Total interest-earning assets

 

3,049,288

 

39,771

 

5.26

%

3,062,707

 

45,108

 

5.92

%

Total non-interest-earning assets

 

299,146

 

 

 

 

 

235,531

 

 

 

 

 

Total assets

 

$

3,348,434

 

 

 

 

 

$

3,298,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

858,437

 

2,506

 

1.17

%

$

677,234

 

4,075

 

2.41

%

Super NOW deposits

 

21,706

 

23

 

0.42

%

21,481

 

50

 

0.93

%

Savings deposits

 

78,848

 

590

 

2.99

%

62,090

 

527

 

3.39

%

Time deposits of $100,000 or more

 

743,966

 

2,455

 

1.32

%

984,521

 

5,611

 

2.28

%

Other time deposits

 

668,873

 

3,114

 

1.86

%

427,234

 

2,731

 

2.56

%

FHLB advances and other borrowings

 

140,156

 

758

 

2.16

%

362,208

 

1,982

 

2.19

%

Junior subordinated debenture

 

87,321

 

673

 

3.08

%

87,321

 

719

 

3.30

%

Total interest-bearing liabilities

 

2,599,307

 

10,119

 

1.56

%

2,622,089

 

15,695

 

2.40

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing deposits

 

438,346

 

 

 

 

 

374,743

 

 

 

 

 

Other liabilities

 

35,936

 

 

 

 

 

24,636

 

 

 

 

 

Total non-interest-bearing liabilities

 

474,282

 

 

 

 

 

399,379

 

 

 

 

 

Shareholders’ equity

 

274,845

 

 

 

 

 

276,770

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,348,434

 

 

 

 

 

$

3,298,238

 

 

 

 

 

Net interest income

 

 

 

$

29,652

 

 

 

 

 

$

29,413

 

 

 

Net interest spread (3)

 

 

 

 

 

3.70

%

 

 

 

 

3.52

%

Net interest margin (4)

 

 

 

 

 

3.93

%

 

 

 

 

3.87

%

 


(1 )          Net l oan fees are included in the calculation of interest income. Net l oan fees were approximately $679,000 and $ 918,000 for the quarters ended September 30, 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 4.14% and 4.31%, 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.

 

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Table of Contents

 

The following table sets forth, for the periods indicated, our average balances of assets, liabilities and shareholders’ equity, in addition to the major components of net interest income and net interest margin for the nine months ended September 30, 2010:

 

Distribution, Yield and Rate Analysis of Net Interest Income

(Dollars in Thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2010

 

200 9

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Average
Rate/Yield

 

Average
Balance

 

Interest
Income/
Expense

 

Average
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

2,366,651

 

$

107,835

 

6.08

%

$

2,162,801

 

$

100,818

 

6.22

%

Securities of government sponsored e nterprises

 

541,838

 

11,766

 

2.90

%

334,474

 

9,938

 

3.96

%

Other investment securities (2)

 

44,803

 

1,409

 

6.82

%

32,786

 

1,073

 

6.27

%

Federal funds sold

 

172,773

 

1,191

 

0.92

%

120,249

 

1,910

 

2.12

%

Total interest-earning assets

 

3,126,065

 

122,201

 

5.25

%

2,650,310

 

113,739

 

5.75

%

Total non-interest-earning assets

 

287,421

 

 

 

 

 

190,683

 

 

 

 

 

Total assets

 

$

3,413,486

 

 

 

 

 

$

2,840,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

928,498

 

10,071

 

1.45

%

$

493,160

 

9,181

 

2.48

%

Super NOW deposits

 

22,066

 

78

 

0.47

%

20,066

 

141

 

0.94

%

Savings deposits

 

76,210

 

1,793

 

3.14

%

51,347

 

1,364

 

3.54

%

Time deposits of $100,000 or more

 

754,610

 

8,264

 

1.46

%

972,176

 

19,031

 

2.61

%

Other time deposits

 

682,422

 

10,132

 

1.98

%

277,684

 

6,235

 

2.99

%

FHLB advances and other borrowings

 

142,292

 

2,428

 

2.28

%

336,944

 

5,262

 

2.08

%

Junior subordinated debenture

 

87,321

 

1,986

 

3.03

%

87,321

 

2,467

 

3.77

%

Total interest-bearing liabilities

 

2,693,419

 

34,752

 

1.72

%

2,238,698

 

43,681

 

2.60

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing deposits

 

414,649

 

 

 

 

 

315,040

 

 

 

 

 

Other liabilities

 

30,882

 

 

 

 

 

21,098

 

 

 

 

 

Total non-interest-bearing liabilities

 

445,531

 

 

 

 

 

336,138

 

 

 

 

 

Shareholders’ equity

 

274,536

 

 

 

 

 

266,157

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,413,486

 

 

 

 

 

$

2,840,993

 

 

 

 

 

Net interest income

 

 

 

$

87,449

 

 

 

 

 

$

70,058

 

 

 

Net interest spread (3)

 

 

 

 

 

3.53

%

 

 

 

 

3.15

%

Net interest margin (4)

 

 

 

 

 

3.77

%

 

 

 

 

3.55

%

 


(1)          Net l oan fees are included in the calculation of interest income. Net l oan fees were approximately $2.1 million and $ 2.0 million for the nine months ended September 30, 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 4.36%, 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.

 

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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 September 30,
2010 vs. 200
9
Increases (Decreases) Due to Change In

 

Nine Months Ended September 30,
2010 vs. 200
9
Increases (Decreases) Due to Change In

 

 

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Total

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

(344

)

$

(2,592

)

$

(2,936

)

$

9,329

 

$

(2,312

)

$

7,017

 

Securities of government sponsored enterprises

 

(420

)

(1,703

)

(2,123

)

5,005

 

(3,177

)

1,828

 

Other Investment securities

 

42

 

10

 

52

 

271

 

65

 

336

 

Federal funds sold

 

182

 

(512

)

(330

)

629

 

(1,348

)

(719

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

(540

)

(4,797

)

(5,337

)

15,234

 

(6,772

)

8,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

898

 

(2,467

)

(1,569

)

5,808

 

(4,918

)

890

 

Super NOW deposits

 

1

 

(28

)

(27

)

13

 

(76

)

(63

)

Savings deposits

 

130

 

(67

)

63

 

599

 

(170

)

429

 

Time deposit of $100,000 or more

 

(1,159

)

(1,997

)

(3,156

)

(3,627

)

(7,140

)

(10,767

)

Other time deposits

 

1,261

 

(878

)

383

 

6,590

 

(2,693

)

3,897

 

FHLB advances and other borrowings

 

(1,202

)

(22

)

(1,224

)

(3,283

)

449

 

(2,834

)

Junior subordinated debenture

 

 

(46

)

(46

)

 

(481

)

(481

)

Total interest expense

 

(71

)

(5,505

)

(5,576

)

6,100

 

(15,029

)

(8,929

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net interest income

 

$

(469

)

$

708

 

$

239

 

$

9,134

 

$

8,257

 

$

17,391

 

 


(1)          Net l oan fees have been included in the calculation of interest income. Net l oan fees were approximately $679,000 and $ 918,000 for the quarters ended September 30, 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.

 

P rovision 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 $18.0 million in the third quarter of 2010, as compared with a provision of $24.2 million for the prior year’s same quarter .  The decrease in our provision for losses on loans and loan commitments compared to the third quarter of 2009 was primarily due to a decrease in overall non-performing loans (see “Financial Condition — Non-performing Assets” below for further discussion), in addition to the sale of non-performing and delinquent loans in the third quarter of 2010 amounting to $17.4 million. The $18.0 million provision in the third quarter of 2010 includes charge-offs of $14.3 million.

 

Provision for the nine months ended September 30, 2010 was $67.2 million, an increase of $24.2 million from $43.0 million for the nine months ended September 30, 2009.  The year to date increase in provision for loan losses was a result of credit deterioration in the loan portfolio experienced in the fourth quarter of 2009 and the first quarter of 2010 which result in provision of $24.2 million and $25.6 million, respectively. Our procedures for monitoring the adequacy of our allowance for l osses 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 Bank loans purchased from the FDIC are partially reimbursable as stated in our loss-sharing agreements with the FDIC. For the quarter and nine months ending, September 30, 2010, the Company had a FDIC indemnification of $3.0 million and $5.6 million, respectively, included in the allowance for loan losses calculation.

 

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Table of Contents

 

Non-interest Income

 

Total non-interest income was $10.0 million in the third quarter of 2010 , as compared with $7.4 million in the same quarter a year ago. N on-interest income as a percentage of average assets was 0.30% for the third quarter of 2010 and 0.22% for the third quarter of 2009. For the nine months ended September 30, 2010 and 2009, non-interest income was $27.7 million or 0.81% of average assets and $39.7 million or 1.40% of average assets, respectively. The quarter to date increase in non-interest income resulted from an increase in gain on sale of securities of $2.6 million in the third quarter of 2010 compared to no gain on sale of securities for the third quarter of 2009. Non-interest income for the first nine months of 2010 decreased from the same period for 2009 primarily due to the $21.7 million gain from the acquisition of Mirae Bank in the second quarter of 2009.

 

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

 

Non-interest Income
(Dollars in Thousands)

 

 

 

For the Three Months Ended September 30,

 

 

 

2010

 

2009

 

 

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

3,071

 

30.6

%

$

3,315

 

44.8

%

Gain on sale of loans

 

2,723

 

27.1

%

2,235

 

30.2

%

Gain on sale of securities

 

2,600

 

25.9

%

 

0

%

Loan-related servicing fees

 

1,149

 

11.4

%

958

 

12.9

%

Other income

 

503

 

5.0

%

892

 

12.1

%

Total

 

$

10,046

 

100.0

%

$

7,400

 

100.0

%

Average assets

 

$

3,348,434

 

 

 

$

3,298,238

 

 

 

Non-interest income as a % of average assets

 

 

 

0.30

%

 

 

0.22

%

 

 

 

For the Nine Months Ended September 30,

 

 

 

2010

 

2009

 

 

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

9,510

 

34.3

%

$

9,338

 

23.5

%

Gain (loss) on sale of loans

 

4,203

 

15.2

%

1,711

 

4.3

%

Gain on sale of securities

 

8,742

 

31.6

%

1,588

 

4.0

%

Loan-related servicing fees

 

2,999

 

10.8

%

2,702

 

6.8

%

Other income

 

2,256

 

8.1

%

2,709

 

6.8

%

Gain from acquisition of Mirae Bank

 

—  

 

0.0

%

21,679

 

54.6

%

Total

 

$

27,710

 

100.0

%

$

39,727

 

100.0

%

Average assets

 

$

3,413,486

 

 

 

$

2,840,993

 

 

 

Non-interest income as a % of average assets

 

 

 

0.81

%

 

 

1.40

%

 

Our largest source of non-interest income in the third quarter of 2010 was service charges on deposit accounts, which represented about 30.6% of our total non-interest income. Service charge income decreased to $3.1 million in the third quarter of 2010, as compared with $3.3 million for the prior year’s same period. Year to date service charges on deposits accounts increased to $9.5 million or 34.3% of non-interest income at September 30, 2010 from $9.3 million at September 30, 2009. The quarterly decrease was a result of a decrease in overall non sufficient funds charges and on a year to date basis, service charges on deposits accounts increased as total analysis charges and checkbook sale income increased at September 30, 2010 compared to the previous year. Management constantly reviews service charge rates to maximize service charge income while still maintaining a competitive position.

 

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Table of Contents

 

Gain on sale of loans accounted for the second largest source of non-interest income and at the end of the third quarter and first nine months of 2010 accounted for $2.7 million, or 27.1%, of non-interest income and $4.2 million, or 15.2%, of non-interest income, respectively. Both third quarter and year to date gain on sales of loans increased from prior year balances of $2.2 million and $1.7 million, respectively.  Of the total gain on sale of loans for the third quarter and first nine months of 2010, $2.5 million and $3.8 million, respectively, were attributable to gains on sale of SBA loans.

 

Our third largest source of non-interest income in the third quarter of 2010 was gain on sale of securities at $2.6 million, which represented approximately 25.9% of our total non-interest income, compared to no gain for the third quarter of 2009.  In the first nine months of 2010, gain on sale of securities was $8.7 million, or 31.6% of total non-interest income, an increase from $1.6 million for the first nine months of 2009. Market value of securities has continued to increase as we experience 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 at the same time shortening our overall duration on our investment portfolio.

 

Loan related servicing fees accounted for $1.2 million or 11.4% of total non-interest income for the third quarter of 2010 and $3.0 million, or 10.8% of non-interest income for the nine months ended September 30, 2010.  These figures increased slightly from the quarter and nine months ending September 30, 2009 which were $958,000, and $2.7 million, respectively. 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.

 

Other non-interest income represents income from miscellaneous sources such as loan referral fees, SBA loan packaging fees, checkbook sales income, excess of insurance proceeds over carrying value of an insured loss, dividends from FHLB stock ownership, and increases in the cash surrender value of bank owned life insurance (“BOLI”). For the third quarter of 2010, this miscella n eous income amounted to $503,000, as compared with $ 892,000 in the prior year’s same period, and $2.3 million at for the first nine months of 2010 compared to $2.7 million for the first nine months of 2009.  Other non-interest income as a percentage of total non-interest income was 5.0% and 12.1% for the quarters ending September 30, 2010 and September 30, 2009, respectively and 8.1% and 6.8% for the nine months ending September 30, 2010 and September 30, 2009, respectively.

 

Non-interest Expense

 

Total non-interest expense was $14.8 million for the quarter ending September 30, 2010, unchanged from the quarter ending September 30, 2009. Non-interest expenses as a percentage of average assets decreased to 0.44%, from 0.45% at the third quarter of 2010 and 2009, respectively. For the first nine months of 2010 and 2009, non-interest expense increased to $45.6 million from $ 40.9 million. Non-interest expenses as a percentage of average assets decreased to 1.34%, from 1.44% for the first nine months of 2010 and 2009, respectively. Our efficiency ratio was 37.21% at the end of the third quarter of 2010, compared with 40.26% at the same period a year ago. Year to date efficiency ratio was increased from 37.24% at September 30, 2009 to 39.59% at September 30, 2010.  The increase in efficiency ratios from 2009 to 2010 was due to the one-time gain attributable to the acquisition of Mirae Bank in the second quarter of 2009.

 

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Table of Contents

 

The following tables set forth a summary of non-interest expenses for the periods indicated:

 

Non-interest Expense s

(Dollars in Thousands)

 

 

 

For the Three Months Ended September 30,

 

 

 

2010

 

2009

 

 

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Salaries and employee benefits

 

$

7,458

 

50.5

%

$

7,120

 

48.1

%

Occupancy and equipment

 

1,921

 

13.0

%

1,935

 

13.1

%

Deposit insurance premiums

 

1,154

 

7.8

%

982

 

6.6

%

Professional fees

 

960

 

6.5

%

659

 

4.4

%

Data processing

 

702

 

4.8

%

1,078

 

7.3

%

Advertising and promotional

 

291

 

2.0

%

308

 

2.1

%

Outsourced service for customer

 

286

 

1.9

%

328

 

2.2

%

Office supplies

 

210

 

1.4

%

258

 

1.7

%

Directors’ fees

 

153

 

1.0

%

103

 

0.7

%

Communications

 

135

 

0.9

%

151

 

1.0

%

Investor relation expenses

 

83

 

0.6

%

88

 

0.6

%

Amortization of other intangible assets

 

92

 

0.6

%

239

 

1.6

%

Other operating

 

1,328

 

9.0

%

1,572

 

10.6

%

Total

 

$

14,773

 

100.0

%

$

14,821

 

100.0

%

Average assets

 

$

3,348,434

 

 

 

$

3,298,238

 

 

 

Non-interest expense as a % of average assets

 

 

 

0.44

%

 

 

0.45

%

 

 

 

For the Nine Months Ended September 30,

 

 

 

2010

 

2009

 

 

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Salaries and employee benefits

 

$

21,857

 

47.9

%

$

19,315

 

47.2

%

Occupancy and equipment

 

6,048

 

13.3

%

5,294

 

13.0

%

Deposit insurance premiums

 

3,343

 

7.3

%

3,772

 

9.2

%

Professional fees

 

3,347

 

7.4

%

1,576

 

3.9

%

Data processing

 

2,029

 

4.4

%

2,750

 

6.7

%

Advertising and promotional

 

999

 

2.2

%

901

 

2.2

%

Outsourced service for customer

 

811

 

1.8

%

806

 

2.0

%

Office supplies

 

715

 

1.6

%

591

 

1.5

%

Directors’ fees

 

428

 

0.9

%

294

 

0.7

%

Communications

 

365

 

0.8

%

360

 

0.9

%

Investor relation expenses

 

284

 

0.6

%

214

 

0.5

%

Amortization of other intangible assets

 

276

 

0.6

%

387

 

0.9

%

Other operating

 

5,093

 

11.2

%

4,624

 

11.3

%

Total

 

$

45,595

 

100.0

%

$

40,884

 

100.0

%

Average assets

 

$

3,413,486

 

 

 

$

2,840,993

 

 

 

Non-interest expense as a % of average assets

 

 

 

1.34

%

 

 

1.44

%

 

Salaries and employee benefits historically represent approximately half of our total non-interest expense and generally increases as our branch networks and business volumes expand.  These expenses were $7.5 million for the quarter ending September 30, 2010 compared with $ 7.1 million for the prior year’s same period. For the first nine months of 2010, salaries and benefits were $21.9 million compared to $19.3 million in the first nine months of 2009. The number of full-time equivalent employees increased from 389 as of September 30, 2009 to 413 as of September 30, 2010. The increase in salaries and employee benefits were largely due to wage increases in addition to increases in medical premiums and payroll taxes. The increase in employees has decreased our assets per employee ratio to $7.8 million at September 30, 2010 from $8.7 million at September 30, 2009.

 

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Table of Contents

 

Occupancy and equipment expenses represented about 13% of our total non-interest expenses for the quarters ending September 30, 2009 and 2010 and 13% for nine months ending September 30, 2009 and 2010. These expenses remained unchanged at $ 1.9 million in the third quarter of 2010 and 2009. On a year to date basis, occupancy expenses increased from $5.3 million at September 30, 2009 to $6.0 million at September 30, 2010.  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 in 2010.

 

Deposit insurance premium expenses represent The Financing Corporation (“FICO”) and FDIC insurance premium assessments. In the third quarter of 2010, these expenses totaled $1.2 million or 7.8% of total non-interest expense, compared with $982,000 or 6.6% of total non-interest expenses for the prior year’s same periods. Deposit insurance premiums for the nine months ending September 30, 2010 were $3.3 million or 7.3% of total non-interest expense, compared to $3.8 million, or 9.2%, of total non-interest expense for the same period last year. In the second quarter of 2009, the FDIC imposed a one-time special assessment of $1.5 million which was primarily the reason for the higher assessment expense for the first nine months of 2009 compared to the first nine months of 2010.

 

Professional fees generally increase as we grow. Such fees increased to $960,000 in the third quarter of 2010 and $3.3 million for the first nine months of 2010, compared to $659,000 and $1.6 million for the same period of the prior year, respectively. These expenses represented 6.5% and 7.4% for the third quarter and first nine months of 2010, respectively, and 4.4% and 3.9% for the third quarter and first nine months of 2009, respectively.  This increase was primarily due to increased legal fees resulting from collection of non-performing loans and OREO foreclosures.

 

Data processing expenses decreased to $702,000 in the third quarter of 2010 from $1.1 million for the same period a year ago.  In the first nine months of 2010, data processing expenses accounted for $2.0 million or 4.4% of total non-interest expense compared to $2.8 million or 6.7% of total non-interest expense for the same period in 2009. Total data processing expenses decreased as fees have gone down slightly since June 30, 2009.

 

Advertising and promotional expenses decreased by $17,000 to $291,000 at the third quarter of 2010 compared to the same period in 2009 but increased to $1.0 million for the first nine of 2010 from $901,000 for the nine months ending September 30, 2009 . 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 increase in the year to date figure in 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.

 

Other non-interest expenses, such as outsourced service costs for customer, office supplies, communications, director’s fees, investor relation expenses, amortization of intangible assets and other operating expenses were $2.3 million for the third quarter of 2010 compared with 2.7 million for the same period a year ago. For the first nine months of 2010, other non-interest expenses were $8.0 million compared to $7.3 million for the first nine months of 2009. 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 September 30, 2010, we had an income tax provision of $1.9 million on a pretax income of $6.3 million, representing an effective tax rate of 28.1%, as compared with a tax benefit of $1.5 million on pretax net loss of $2.2 million, representing an effective tax benefit rate of 65.7% for the same quarter in 2009.  For the first nine months of 2010, we recorded an income tax benefit of $2.3 million on a pretax net income of $2.4 million representing an effective tax benefit rate of 96.0% compared to a tax provision of $9.9 million on pretax net income of $25.9 million which resulted in an effective tax rate of 38.0% for the same period in 2009.

 

Due to the high degree of variability of the estimated annual effective tax rate when considering the range of projected income for the remainder of the year, the Company has determined that the actual year-to-date effective tax rate is the best estimate of the annual effective tax rate.  The effective tax rate for the nine months ending September 30, 2010 was lower than the tax rate for September 30, 2009 due mostly to large permanent differences pertaining to low income housing tax credits, enterprise zone net interest deductions, and enterprise hiring credit compared to net income. The change in tax provision calculation method increased the recognition of tax benefits over a shorter period of time, increasing the overall effective tax rate for the first nine months of 2010.

 

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Table of Contents

 

Financial Condition

 

Investment Portfolio

 

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

 

Cash Equivalents and Interest-bearing Deposits in other Financial Institutions

 

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 holding s 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 September 30, 2010, our investment portfolio was comprised primarily of United States government agency securities, which accounted for 90.2% of the entire investment portfolio.  Our U.S. government agency securities holdings are all “prime/conforming” mortgage backed securities, or MBSs, 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, a 9.8% investment in municipal debt securities and 0.3% investment in corporate debt. Among our investment portfolio that is not comprised of U.S. government securities, 9.4%, or $34.6 million, carry the two highest “Investment Grade” ratings of “Aaa/AAA” or “Aa/AA”, while 0.6%, or $2.2 million, carry an intermediate “Investment Grade” rating of at least “Baa1/BBB+” or above, and 0.4%, 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 September 30, 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 was 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 $367.4 million as of September 30, 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.

 

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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  September 30, 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

 

$

91

 

$

97

 

$

6

 

$

109

 

$

109

 

$

 

Total investment securities held to maturity

 

$

91

 

$

97

 

$

6

 

$

109

 

$

109

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale :

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

53,902

 

$

54,460

 

$

558

 

$

156,879

 

$

155,382

 

$

(1,497

)

Mortgage backed securities

 

19,972

 

20,788

 

816

 

131,617

 

131,711

 

94

 

Collateralized mortgage obligations

 

250,198

 

254,016

 

3,818

 

318,531

 

319,554

 

1,023

 

Corporate securities

 

2,000

 

2,036

 

36

 

2,000

 

2,017

 

17

 

Municipal securities

 

34,777

 

36,133

 

1,356

 

42,068

 

42,654

 

586

 

Total investment securities available for sale

 

$

360,849

 

$

367,433

 

$

6,584

 

$

651,095

 

$

651,318

 

$

223

 

 

The following table summarizes the maturity and repricing schedule of our investment securities at their market values at September 30, 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

 

$

 

$

97

 

$

 

$

 

$

97

 

Total investment securities held to maturity

 

$

 

$

97

 

$

 

$

 

$

97

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale :

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

54,460

 

$

 

$

54,460

 

Mortgage backed securities

 

6,556

 

55

 

2,409

 

11,768

 

20,788

 

Collateralized mortgage obligations

 

4,092

 

238,688

 

 

11,236

 

254,016

 

Corporate securities

 

 

2,036

 

 

 

2,036

 

Municipal securities

 

128

 

1,170

 

6,068

 

28,767

 

36,133

 

Total investment securities available for sale

 

$

10,776

 

$

241,949

 

$

62,937

 

$

51,771

 

$

367,433

 

 

Holdings of investment securities decreased to $367.5 million at September 30, 2010, as compared with holdings of $ 651.4 million at December 31, 200 9 .  Total investment securities as a percentage of total assets was 11.4 % and 19.0 % at September 30, 2010 and December 31, 200 9 , respectively.  Securities with market value of approximately $351.1 million and $629.2 million were pledged to secure public deposits for other purposes required or permitted by law at September 30, 2010 and December 31, 2009, respectively

 

As of September 30, 2010, our investment securities classified as held-to-maturity, which are carried at their amortized cost, stayed relatively unchanged on a dollar basis at $91,000 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, decreased to $ 367.4.4 million at September 30, 2010 from $ 651.3 million at December 31, 200 9 .

 

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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 September 30, 2010 and December 31, 2009:

 

As of September 30, 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

 

$

 

$

 

$

 

$

 

$

 

$

 

Mortgage-backed securities

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

48,065

 

(121

)

 

 

48,065

 

(121

)

Corporate securities

 

 

 

 

 

 

 

Municipal securities

 

1,197

 

(87

)

339

 

(68

)

1,536

 

(155

)

Total

 

$

49,262

 

$

(208

)

$

339

 

$

(68

)

$

49,601

 

$

(276

)

 

As of December 31, 200 9

(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 securities

 

18,783

 

(505

)

 

 

18,783

 

(505

)

Total

 

$

360,014

 

$

( 3,806

)

$

 

$

 

$

360,014

 

$

( 3,806

)

 


(1) There were no held-to-maturity securities with losses as of September 30, 2010 and December 31, 2009.

 

At September 30, 2010, the total unrealized losses less than 12 months old were $208,000 and total unrealized losses more than 12 months old were $68,000 for the same period.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $49.3 million at September 30, 2010, and $339,000 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 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.

 

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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 Company’s Asset/Liability Committee mandated liquidity ratios are well above the minimum targets and secondary sources of liquidity such as borrowings lines, brokered deposits, and 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 September 30, 2010, the net unrealized gain in the investment portfolio was $6.6 million compared to $223,000 in net unrealized gains as of December 31, 2009.  The increase in unrealized gains can be attributed to recently improved 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 $ 2.35 billion at September 30, 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 was increased to 72.5% at September 30, 2010 from 68.8% at December 31, 2009.

 

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Table of Contents

 

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

 

Distribution of Loans and Percentage Composition of Loan Portfolio

(Dollars in Thousands)

 

 

 

Amount Outstanding

 

 

 

September 30, 2010

 

December 31, 2009

 

Construction

 

$

70,808

 

$

48,371

 

Real estate secured

 

1,999,216

 

1,979,704

 

Commercial and industrial

 

361,890

 

387,443

 

Consumer

 

17,062

 

17,234

 

Total loans (1)

 

2,448,976

 

2,432,752

 

Unearned Income

 

(4,932

)

(5,311

)

Gross loans, net of unearned income

 

2,444,044

 

2,427,441

 

Allowance for losses on loans

 

(99,022

)

(62,130

)

Net loans

 

$

2,345,022

 

$

2,365,311

 

 

 

 

 

 

 

Percentage breakdown of gross loans:

 

 

 

 

 

Construction

 

2.9

%

2.0

%

Real estate secured

 

81.6

%

81.4

%

Commercial and industrial

 

14.8

%

15.9

%

Consumer

 

0.7

%

0.7

%

 


(1) Includes loans held for sale, which are recorded at the lower of cost or market, of $41.2 million and $36.2 million at September 30, 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 at $2.0 billion both as of September 30, 2010 and December 31, 200 9 .  Real estate secured loans as a percentage of total loans were 81.6 % and 81.4 % at September 30, 2010 and December 31, 200 9 , respectively.  Home mortgage loans represent a small fraction of our total real estate secured loan portfolio. Total home mortgage loans outstanding were only $47.8 million at September 30, 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 September 30, 2010 decreased to $361.9 million, as compared with $ 387.4 million at December 31, 200 9 .  Commercial and industrial loans as a percentage of total loans were 14.8 % at September 30, 20 10 , decreasing from 15.9 % at December 31, 200 9 .

 

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 effort s in consumer lending since 2007. Accordingly, as of September 30, 2010, our volume of consumer loans decreased by $200,000 from the prior year end. As of September 30, 2010, the balance of consumer loans was $ 17.1 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 September 30, 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. However, c onstruction loans increased to $ 70.8 million, or 2.9 % of total loans, at the end of the third quarter of 2010, as compared with $ 48.4 million, or 2.0% of total loans at December 31, 2009.

 

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Table of Contents

 

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

 

The following table shows the contractual maturity distribution and repricing intervals of the outstanding loans in our portfolio, as of September 30, 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)

 

 

 

September 30, 2010

 

 

 

Within
One Year

 

After One
But within
Five Years

 

After
Five Years

 

Total

 

Construction

 

$

70,808

 

$

 

$

 

$

70,808

 

Real estate secured

 

1,259,351

 

722,466

 

17,399

 

1,999,216

 

Commercial and industrial

 

353,199

 

8,691

 

 

361,890

 

Consumer

 

16,299

 

763

 

 

17,062

 

Gross loans

 

$

1,699,657

 

$

731,920

 

$

17,399

 

$

2,448,976

 

 

 

 

 

 

 

 

 

 

 

Loans with variable interest rates

 

$

1,358,945

 

$

 

$

 

$

1,358,945

 

Loans with fixed interest rates

 

$

340,712

 

$

731,920

 

$

17,399

 

$

1,090,031

 

 

A majority of the properties that are 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, 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 Bank 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 Bank 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 FDIC’s 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.

 

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Table of Contents

 

The following is a summary of total non-performing loans and OREO on the dates indicated:

 

Non - performing Assets and Restructured Loans
(Dollars in Thousands)

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

Total Nonaccrual loans: (1)

 

 

 

 

 

 

 

Real estate secured

 

$

70,008

 

$

63,571

 

$

65,965

 

Commercial and industrial

 

6,303

 

5,805

 

11,379

 

Consumer

 

37

 

70

 

49

 

Total

 

76,348

 

69,446

 

77,393

 

Loans 90 days or more past due and still accruing:

 

 

 

 

 

 

 

Real estate secured

 

 

1,317

 

477

 

Commercial and industrial

 

304

 

 

295

 

Consumer

 

 

19

 

 

Total

 

304

 

1,336

 

772

 

 

 

 

 

 

 

 

 

Total non-performing loans

 

76,652

 

70,782

 

78,165

 

 

 

 

 

 

 

 

 

Repossessed vehicles

 

 

 

 

Other real estate owned

 

15,996

 

3,797

 

6,238

 

Total non-performing assets, net of SBA guarantee

 

$

92,648

 

$

74,579

 

$

84,403

 

 

 

 

 

 

 

 

 

Performing troubled debt restructurings

 

52,182

 

64,612

 

66,257

 

Impaired restructured loans (2)

 

63,752

 

 

 

Performing troubled debt restructurings & impaired restructured loans

 

115,934

 

64,612

 

66,257

 

 

 

 

 

 

 

 

 

Non-performing loans as a percentage of total loans

 

3.14

%

2.92

%

3.20

%

 


(1)   During the periods ended September 30, 2010, December 31, 2009, and September 30, 2009 no interest income related to these loans was included in interest income.

(2)   Modified loans that have experienced credit deterioration subsequent to modification that, and while currently performing, are deemed to be impaired.

 

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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)

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

Covered Nonaccrual loans: (1)

 

 

 

 

 

 

 

Real estate secured

 

$

10,568

 

$

15,554

 

$

21,496

 

Commercial and industrial

 

3,031

 

2,773

 

3,511

 

Consumer

 

 

 

 

Total

 

13,599

 

18,327

 

25,007

 

Loans 90 days or more past due and still accruing:

 

 

 

 

 

 

 

Real estate secured

 

 

 

477

 

Commercial and industrial

 

 

 

295

 

Consumer

 

 

 

 

Total

 

 

 

772

 

 

 

 

 

 

 

 

 

Total non-performing loans

 

13,599

 

18,327

 

25,779

 

 

 

 

 

 

 

 

 

Repossessed vehicles

 

 

 

 

Other real estate owned

 

6,477

 

500

 

500

 

Total covered non-performing assets

 

$

20,076

 

$

18,827

 

$

26,279

 

 

 

 

 

 

 

 

 

Performing troubled debt restructurings

 

2,160

 

9,175

 

10,494

 

Impaired restructured loans (2)

 

8,556

 

 

 

Performing troubled debt restructurings & impaired restructured loans

 

10,716

 

9,175

 

10,494

 

 

 

 

 

 

 

 

 

Covered non-performing loans as a percentage of total covered loans

 

6.17

%

7.07

%

9.38

%

 


(1)    During the periods ended September 30, 2010, December 31, 2009, and September 30, 2009, no interest income related to these loans was included in interest income.

(2)   Modified loans that have experienced credit deterioration subsequent to modification that, and while currently performing, are deemed to be impaired.

 

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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)

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

Non-covered Nonaccrual loans: (1)

 

 

 

 

 

 

 

Real estate secured

 

$

59,440

 

$

48,017

 

$

44,469

 

Commercial and industrial

 

3,272

 

3,032

 

7,868

 

Consumer

 

37

 

70

 

49

 

Total

 

62,749

 

51,119

 

52,386

 

Loans 90 days or more past due and still accruing:

 

 

 

 

 

 

 

Real estate secured

 

304

 

1,317

 

 

Commercial and industrial

 

 

 

 

Consumer

 

 

19

 

 

Total

 

304

 

1,336

 

 

 

 

 

 

 

 

 

 

Total non-performing loans

 

63,053

 

52,455

 

52,386

 

 

 

 

 

 

 

 

 

Repossessed vehicles

 

 

 

 

Other real estate owned

 

9,519

 

3,297

 

5,738

 

Total non-covered non-performing assets, net of SBA guarantee

 

72,572

 

55,752

 

58,124

 

 

 

 

 

 

 

 

 

Guaranteed portion of non-performing SBA loans

 

13,058

 

13,421

 

11,583

 

Total gross non-covered non-performing assets

 

$

85,630

 

$

69,173

 

$

69,707

 

 

 

 

 

 

 

 

 

Performing troubled debt restructurings

 

50,022

 

55,437

 

55,763

 

Impaired restructured loans (2)

 

55,196

 

 

 

Performing troubled debt restructurings & impaired restructured loans

 

105,218

 

55,437

 

55,763

 

 

 

 

 

 

 

 

 

Non-covered non-performing loans as a percentage of total non-covered loans

 

2.84

%

2.42

%

2.41

%

 


(1)   During the periods ended September 30, 2010 and December 31, 2009, and September 30, 2009 no interest income related to these loans was included in interest income.

(2)          Modified loans that have experienced credit deterioration subsequent to modification that, and while currently performing, are deemed to be impaired.

 

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 $76.7 million, or 3.14% of total loans at the end of the third quarter of 2010, as compared with $70.8 million, or 2.92% of total loans at December 30, 2009. The $5.9 million increase of NPLs from December 31, 2009 to September 30, 2010 was due to a $6.9 million increase in non-accrual loans, offset by a $1.0 million decrease in loans 90 days or more past due and still accruing.  Non-performing loans were also decreased in the third quarter of 2010 as a result of loan sale transactions in which both non-performing and delinquent loans with a total book value of $17.4.0 million were sold.

 

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Table of Contents

 

No interest income related to non-accrual loans was included in net income for the quarter and nine months ending September 30, 2010. Additional interest income of approximately $890,000 and $3.5 million would have been recorded during the quarter and nine months ending September 30, 2010, respectively, if these loans had been paid in accordance with their original terms and had been outstanding or, if not outstanding throughout the period, since origination.

 

Management also believes that the reserves provided for non-performing loans, together with the tangible collateral, were adequate as of September 30, 2010.  See “Allowance for Losses on Loans and Loan Commitments ” below for further discussion.

 

A llowance for Losses on Loans and Loan Commitments

 

Based on the credit risk inherent in our lending business, we set aside allowances through charges to earnings.  Such charges were not only made for the outstanding loan portfolio, but also for off-balance sheet loan commitments , such as commitments to extend credit or letters of credit.  C harge s 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 months ending September 30, 2010 were $14.3 million compared with $8.2 million for the same period in 2009.  Charge-offs for the nine months ending September 30, 2010 were $37.3 million, an increase from $18.1 million in charge-offs for the same period in 2009.  For the first nine months of 2010 real estate loan charge-offs increased from $2.7 million at September 30, 2009 to $30.0 million at September 30, 2010 while commercial loan charge-offs decreased from $14.7 million to $7.1 million during the same period.  Charge-offs of consumer loans decreased from $649,000 at September 30, 2009 to $224,000 at September 30, 2010. For the quarter ending September 30, 2010 real estate secured charge-offs were $12.8 million, an increase from $1.9 at the quarter ending September 30, 2009.  Both commercial and industrial and consumer charge-offs were decreased to $1.5 million and $33,000, respectively, at the end of the third quarter of 2010, from $6.1 million and $191,000 at the end of the third quarter of 2009.

 

On a quarterly basis, we utilize a loan loss 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.

 

During the third quarter of 2010, the Company enhanced the overall allowance for loan losses methodology.  The key enhancements to our allowance methodology involved changes to our general valuation allowance calculation.  As a result of changes to our loan portfolio since the initial implementation of our allowance for loan losses methodology, enhancements were made to the migration model and qualitative adjustment calculation to better reflect the current environment and risk in the loan portfolio.  The enhancements to our historical loss rate calculation included a change in our analysis period from five to three years.  In addition, our qualitative adjustment matrix was enhanced to include updated risk factors and a new calculation method.  As a result of the enhancements to the allowance methodology, the general valuation allowance component of allowance for loan losses decreased by $804,000 to $64.8 million at September 30, 2010 compared to the previous quarter. The allowance for loan losses methodology enhancement did not have a significant impact on the ending allowance for loan losses figures.

 

We increased our allowance for losses on loans to $99.0 million at September 30, 2010, representing an increase of 59.4 %, or $36.9 million from $62.1 million at December 31, 200 9. With the increase of our non-performing loans , we have increased the ratio of allowance for losses on loans to total gross loans to 4.04% at September 30, 2010, as compared with the 2.56% at December 31, 2009.  Our total general reserve stands at $64.8 million and represents 2.7% of total gross loans at the end of September 30, 2010. A lthough management believes our allowance at September 30, 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.

 

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Table of Contents

 

Our allowance for losses on off-balance sheet items increased to $2.9 million at September 30, 2010, compared to $2.5 million at December 31, 2009, an increase of $400,000.

 

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 Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

91,419

 

$

38,758

 

$

62,130

 

$

29,437

 

 

 

 

 

 

 

 

 

 

 

Actual charge-offs: *

 

 

 

 

 

 

 

 

 

Real estate secured

 

12,769

 

1,888

 

30,009

 

2,736

 

Commercial and industrial

 

1,539

 

6,134

 

7,094

 

14,703

 

Consumer

 

33

 

191

 

224

 

649

 

Total charge-offs

 

14,341

 

8,213

 

37,327

 

18,088

 

 

 

 

 

 

 

 

 

 

 

Recoveries on loans previously charged off:

 

 

 

 

 

 

 

 

 

Real estate secured

 

770

 

2

 

794

 

3

 

Commercial and industrial

 

179

 

189

 

1,442

 

495

 

Consumer

 

42

 

33

 

140

 

100

 

Total recoveries

 

991

 

224

 

2,376

 

598

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs

 

13,350

 

7,989

 

34,951

 

17,490

 

 

 

 

 

 

 

 

 

 

 

FDIC Indemnification

 

2,954

 

 

5,645

 

 

Provision for losses on loan and loan commitments

 

17,999

 

23,966

 

66,198

 

42,788

 

Balances at end of year

 

$

99,022

 

$

54,735

 

$

99,022

 

$

54,735

 

Allowance for loan commitments:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

3,516

 

$

1,221

 

$

2,515

 

$

1,243

 

Provision (credit) for losses on loan commitments

 

1

 

234

 

1,002

 

212

 

Balance at end of period

 

$

3,517

 

$

1,455

 

$

3,517

 

$

1,455

 

 

 

 

 

 

 

 

 

 

 

Ratios :

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average total loans

 

0.56

%

0.33

%

1.47

%

0.88

%

Allowance for loan losses to total loans at end of period

 

4.05

%

2.24

%

4.05

%

2.24

%

Net loan charge-offs to allowance for loan losses at end of period

 

13.48

%

14.60

%

35.30

%

31.95

%

Net loan charge-offs to provision for losses on loans and loan commitments

 

74.17

%

33.02

%

52.01

%

40.67

%

 


* Charge-off amount for the three months ended September 30, 2010 includes net charge-offs of covered loans amounting to $415,000, which represents gross covered loan charge-offs of $1.6 million less FDIC receivable portion of $1.2 million. Charge-off amount for the nine months ended September 30, 2010 includes net charge-offs of covered loans amounting to $1.4 million, which represents gross covered loan charge-offs of $9.3 million less FDIC receivable portion of $7.9 million

 

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Table of Contents

 

Contractual Obligations

 

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

 

$

42,282

 

$

70,323

 

$

 

$

 

$

 

$

112,605

 

Junior subordinated debentures

 

752

 

10,725

 

 

77,321

 

 

88,798

 

Operating leases

 

3,433

 

5,994

 

4,998

 

5,264

 

 

19,689

 

Unrecognized tax benefit

 

 

 

 

 

398

 

398

 

Time deposits

 

1,291,900

 

82,669

 

19

 

 

 

1,374,588

 

Total

 

$

1,338,367

 

$

169,711

 

$

5,017

 

$

82,585

 

$

398

 

$

1,596,078

 

 

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 September 30, 2010 and December 31, 200 9 , we had commitments to extend credit of $ 280.0 million and $ 238.2 million, respectively.  Obligations under standby letters of credit were $ 10.5 million and $ 13.0 million at September 30, 2010 and December 31, 200 9 , respectively, and our obligations under commercial letters of credit were $ 11.1 million and $ 10.2 million at such dates, respectively.  Commitments to fund Low Income Housing Tax Credit investments were $12.9 million at the end of the third quarter of 2010 compared to $11.5 million at the end of the fourth quarter of 2009.

 

In the normal course of business, we are involved in various legal claims. We have reviewed with counsel all legal claims against us 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 decreased to $2.71 billion at September 30, 2010 , compared with $2.83 billion at December 31, 200 9.

 

Total non-time deposits at September 30, 2010 increased to $1.35 billion in the first nine months of 2010, from $1.39 billion at December 31, 2009, and time deposits decreased to $1.36 billion at September 30, 2010 from $1.44 billion at December 31, 2009.

 

The decrease in deposits was primarily attributable to management’s planned reduction of higher cost money market and time deposits accounts and a push toward demand deposits in the second and third quarter of 2010.  Other time deposits or time deposits under $100,000 also decreased to $628.3 million at September 30, 2010 compared to $643.7 million at December 31, 2009. Compared to December 31, 2010, all deposits except for savings and interest check and demand deposits accounts were reduced as of September 30, 2010.

 

The average rate that we paid on time deposits in denominations of $100,000 or more for the third quarter of 2010 decreased to 1.32% from 2.28% 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.  In addition we plan to continue to reduce higher cost deposits in the fourth quarter of 2010.  Total cost of deposits also decreased from 2.04% for the quarter ending September 30, 2009 to 1.24% for the quarter ending September 30, 2010, a decrease of 80 basis points.

 

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Table of Contents

 

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,

 

 

 

September 30, 2010

 

December 31, 2009

 

September 30, 2009

 

 

 

Average
Balance

 

Average
Rate

 

Average
Balance

 

Average
Rate

 

Average
Balance

 

Average
Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, non-interest-bearing

 

$

438,346

 

 

 

$

388,549

 

 

 

$

374,744

 

 

 

Money market

 

858,437

 

1.17

%

853,770

 

2.18

%

677,234

 

2.41

%

Super NOW

 

21,706

 

0.42

%

21,971

 

0.65

%

21,481

 

0.93

%

Savings

 

78,848

 

2.99

%

68,373

 

3.33

%

62,090

 

3.39

%

Time deposits in denominations of $100,000 or more

 

743,966

 

1.32

%

862,805

 

1.91

%

984,521

 

2.28

%

Other time deposits

 

668,873

 

2.86

%

592,336

 

2.27

%

427,234

 

2.56

%

Total deposits

 

$

2,810,176

 

1.24

%

$

2,787,804

 

1.83

%

$

2,547,304

 

2.04

%

 

The scheduled maturities of our time deposits in denominations of $100,000 or greater at September 30, 20 10 were as follows:

 

Maturities of Time Deposits of $100,000 or More

(Dollars in Thousands)

 

Three months or less

 

$

323,096

 

Over three months through six months

 

217,513

 

Over six months through twelve months

 

122,485

 

Over twelve months

 

68,782

 

Total

 

$

731,876

 

 

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 September 30, 2010 and December 31, 200 9 .

 

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 nine 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 $453.3 million at September 30, 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.

 

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Table of Contents

 

The following table is a summary of FHLB borrowings for the quarters indicated:

 

(Dollars in Thousands)

 

September 30, 2010

 

December 31, 2009

 

 

 

 

 

 

 

Balance at quarter end

 

$

110,000

 

$

232,000

 

Average balance during the quarter

 

$

117,913

 

$

237,341

 

Maximum amount outstanding at any month-end

 

$

118,000

 

$

242,000

 

Average interest rate during the quarter

 

2.57

%

3.05

%

Average interest rate at quarter-end

 

2.46

%

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 September 30, 2010 and December 31, 200 9 totaled approximately $718.1 million and $ 923.4 million, respectively.  Our liquidity levels measured as the percentage of liquid assets to total assets were 22.2% and 26.9 % at September 30, 2010 and December 31, 200 9 , respectively.

 

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 institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness. As of September 30, 2010, our borrowing capacity from the FHLB was about $693.6 million and our outstanding balance was $ 110.0 million, or approximately 17.2 % 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 .

 

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Table of Contents

 

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, 200 9 for additional information regarding regulatory capital requirements.

 

As of September 30, 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

 

September 30, 2010

 

December 31, 200 9

 

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets

 

8

%

10

%

15.56

%

15.81

%

15.82

%

Tier I capital to risk-weighted assets

 

4

%

6

%

14.10

%

14.37

%

14.29

%

Tier I capital to average assets

 

4

%

5

%

10.01

%

9.77

%

10.03

%

 

Wilshire State Bank

 

 

 

Regulatory
Adequately-
Capitalized 

 

Regulatory

Well-

Capitalized 

 

Actual ratios for the Bank as of:

 

 

 

Standards

 

Standards

 

September 30, 2010

 

December 31, 200 9

 

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets

 

8

%

10

%

15.17

%

15.73

%

15.63

%

Tier I capital to risk-weighted assets

 

4

%

6

%

13.71

%

14.29

%

14.10

%

Tier I capital to average assets

 

4

%

5

%

9.73

%

9.71

%

9.90

%

 

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 September 30, 2010, the Company’s total Tier 1 capital (which includes our equity capital, plus junior subordinated debentures, less goodwill and intangibles) was $333.1 million, as compared with $331.4 million as of December 31, 2009. For the Bank level, Tier 1 capital was $323.6 million as of September 30, 2010, compared with $329.3 million as of December 31, 2009.

 

As a result of weakness in the economy the Company has experienced elevated credit costs which have in turn had an impact on income and overall capital adequacy.  Although the Company’s capital levels currently remain at well above the minimum for a “well capitalized” institution, the Board of Directors of Wilshire Bancorp approved the temporary suspension of the Company’s common stock dividend in the second quarter of 2010.  The suspension in common stock dividend is a cautionary step in the event that credit costs remain elevated in the near future.

 

Item 3.                                                            Quantitative and Qualitative Disclosures a bout 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 Company’s 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.

 

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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 institution’s existing assets, liabilities and off-balance sheet instruments.  The simulation model captures all assets, liabilities and off-balance sheet financial instruments and accounts for significant variables that are believed to be affected by interest rates.  These include prepayment speeds on loans, cash flows of loans and deposits, principal amortization, call options on securities, balance sheet growth assumptions and changes in rate relationships as various rate indices react differently to market rates.

 

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 September 30, 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.

 

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Table of Contents

 

Interest Rate Sensitivity Analysis
(Dollars in Thousands)

 

 

 

At September 30, 2010

 

 

 

Amounts Subject to Repricing Within

 

 

 

 

 

0-3 months

 

3-12 months

 

1-5 years

 

After 5 years

 

Total

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

Gross loans

 

$

1,456,808

 

$

242,849

 

$

731,920

 

$

17,399

 

$

2,448,976

 

Investment securities

 

1,605

 

9,261

 

241,949

 

114,709

 

367,524

 

Federal funds sold and cash equivalents

 

201,006

 

 

 

 

201,006

 

Interest-earning deposits

 

 

 

 

 

 

Total

 

$

1,659,419

 

$

252,110

 

$

973,869

 

$

132,108

 

$

3,017,506

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

81,139

 

$

 

$

 

$

 

$

81,139

 

Time deposits of $100,000 or more

 

323,096

 

348,762

 

60,018

 

 

731,876

 

Other time deposits

 

184,547

 

431,176

 

12,622

 

 

628,345

 

Other interest-bearing deposits

 

812,055

 

 

 

 

812,055

 

FHLB advances and other borrowings

 

21,547

 

40,000

 

70,000

 

 

131,547

 

Junior Subordinated Debenture

 

71,857

 

15,464

 

 

 

87,321

 

Total

 

$

1,494,241

 

$

835,402

 

$

142,640

 

$

 

$

2,472,283

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate sensitivity gap

 

$

165,178

 

$

(583,292

)

$

831,229

 

$

132,108

 

$

545,223

 

Cumulative interest rate sensitivity gap

 

$

165,178

 

$

(418,114

)

$

413,115

 

$

545,223

 

 

 

Cumulative interest rate sensitivity gap ratio (based on total assets)

 

5.11

%

-12.93

%

12.78

%

16.87

%

 

 

 

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 September 30, 2010.  All assets presented in this table are held-to-maturity or available-for-sale.  At September 30, 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

 

$

124,838

 

-0.42

%

$

349,942

 

-0.92

%

+100

 

124,279

 

-0.86

%

358,378

 

1.47

%

  0

 

125,360

 

 

353,191

 

 

-100

 

127,500

 

1.71

%

326,676

 

-7.51

%

-200

 

128,901

 

2.82

%

302,636

 

-14.31

%

 

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

 

Item 4.                                                            Controls and Procedures

 

As of September 30, 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).

 

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Table of Contents

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 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 September 30, 2010 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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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

 

Certain risks described below update the risk factors in Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties may also impair our business operations. This report is qualified in its entirety by these risk factors.

 

Recently enacted regulatory reforms could have a significant impact on our business, financial condition and results of operations.

 

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although certain provisions of the Dodd-Frank Act will not apply to banking organizations with less than $10 billion of assets, such as the Company and the Bank, the changes resulting from the legislation will impact our business.  The Dodd-Frank Act will permit us to pay interest on business checking accounts, which could (i) cause the Federal Reserve Board to amend its Regulation D establishing reserve requirements for depository institutions, and (ii) significantly reduce or eliminate the need for depository institutions to offer sweep account products.  Additionally, effective July 6, 2010, regulatory changes in overdraft and interchange fee restrictions may reduce our non-interest income. We are currently in the process of evaluating this regulatory change, but have not fully quantified the full impact.  Compliance with the Dodd-Frank Act’s provisions may curtail our revenue opportunities, increase our operating costs, requires us to hold higher levels of regulatory capital and/or liquidity or otherwise adversely affect our business or financial results in the future.  Our management is actively reviewing the provisions of the Dodd-Frank Act and assessing its probable impact on our business, financial condition, and result of operations. However, because many aspects of the Dodd-Frank Act are subject to future rulemaking, no assurance can be given as to the ultimate effect that the Dodd-Frank Act or any of its provisions may have on the Company, the financial services industry or the nation’s economy.

 

In addition, on September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee, announced agreement on the calibration and phase-in arrangements for a strengthened set of capital requirements, known as Basel III. Basel III increases the minimum Tier 1 common equity ratio to 4.5%, net of regulatory deductions, and introduces a capital conservation buffer of an additional 2.5% of common equity to risk-weighted assets, raising the target minimum common equity ratio to 7%. This capital conservation buffer also increases the minimum Tier 1 capital ratio from 6% to 8.5% and the minimum total capital ratio from 8% to 10.5%.  In addition, Basel III introduces a countercyclical capital buffer of up to 2.5% of common equity or other fully loss absorbing capital for periods of excess credit growth.  Basel III also introduces a non-risk adjusted Tier 1 leverage ratio of 3%, based on a measure of total exposure rather than total assets, and new liquidity standards. The Basel III capital and liquidity standards will be phased in over a multi-year period. The final package of Basel III reforms will be submitted to the Seoul G20 Leaders Summit in November, 2010 for endorsement by G20 leaders, and then will be subject to individual adoption by member nations, including the United States. The Federal Reserve will likely implement changes to the capital adequacy standards applicable to the Company and the Bank in light of Basel III.

 

Increases in the level of non-performing loans could adversely affect our business, profitability, and financial condition.

 

Increase in non-performing loans could have an adverse effect on our earnings as a result of related increases in our provisions for loan losses, charge-offs, and other losses related to non-performing loans. The increase in nonperforming loans and resulting decline in earnings could deplete our capital, leaving the Company undercapitalized. As a result of downturns in the economy in recent years, our non-performing loans were $78.7 million at September 30, 2009 and $70.8 million at December 31, 2009 and $76.7 million at September 30, 2010.

 

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Table of Contents

 

Income that we recognized and continue to recognize in connection with our 2009 FDIC-assisted Mirae Bank acquisition may be non-recurring or finite in duration.

 

On June 26, 2009, we acquired the banking operations of Mirae Bank from the FDIC. Through the acquisition, we acquired approximately $395.6 million of assets and assumed $374.0 million of liabilities.  The Mirae Bank acquisition was accounted for under the purchase method of accounting and we recorded a bargain purchase gain totaling $21.7 million as a result of the acquisition.  This gain was included as a component of noninterest income on our statement of income for 2009.  The amount of the gain was equal to the amount by which the fair value of assets purchased exceeded the fair value of liabilities.  The bargain purchase gain resulting from the acquisition was a one-time, extraordinary gain that is not expected to be repeated in future periods.

 

In addition, the loans that we acquired from Mirae Bank were acquired at a $54.9 million discount.  This discount is amortized and accreted to interest income on a monthly basis.  However, as these loans are paid-off, charged-off, sold, or transferred to non-accrual status, the income from the discount accretion is reduced. As the acquired loans are removed from our books, the related discount will no longer be available for accretion into income.  During 2009, accretion of $6.7 million on loans purchased at a discount was recorded as interest income.  During the first six months of 2010, accretion of $2.5 million was recorded as interest income.  As of June 30, 2010, the balance of the carrying value of our discount on loans was $20.6 million, which has decreased by $10.3 million from its carrying value of $30.9 million as of December 31, 2009 and by $34.3 million from its initial value of $54.9 million.  We expect the continued reduction of discount accretion recorded as interest income in future quarters.

 

Our decisions regarding the fair value of assets acquired, including the FDIC loss sharing assets, could be inaccurate which could materially and adversely affect our business, financial condition, results of operations, and future prospects.

 

We acquired significant portfolios of loans in the Mirae Bank acquisition. Although these loans were marked down to their estimated fair value, there is no assurance that the acquired loans will not suffer further deterioration in value resulting in additional charge-offs. The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, may increase the level of charge-offs in the loan portfolio that we acquired from Mirae Bank and correspondingly reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition, even if other favorable events occur.

 

Although we have entered into loss sharing agreements with the FDIC which provide that a significant portion of losses related to the assets acquired from Mirae Bank will be borne by the FDIC, we are not protected for all losses resulting from charge-offs with respect to those assets. Additionally, the loss sharing agreements have limited terms.  Therefore, any charge-off of related losses that we experience after the term of the loss sharing agreements will not be reimbursed by the FDIC and will negatively impact our net income.

 

Our ability to obtain reimbursement under the loss sharing agreement on covered assets depends on our compliance with the terms of the loss sharing agreement.

 

The Company must certify to the FDIC on a quarterly basis our compliance with the terms of the FDIC loss sharing agreement as a prerequisite to obtaining reimbursement from the FDIC for realized losses on covered assets. The required terms of the agreement are extensive and failure to comply with any of the guidelines could result in a specific asset or group of assets permanently losing their loss sharing coverage. As of June 30, 2009, $235.6 million, or 6.86%, of the Company’s assets were covered by the FDIC loss sharing agreement.  No assurances can be given that we will manage the covered assets in such a way as to always maintain loss share coverage on all such assets.

 

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

 

None .

 

Item 3.                            Defaults Upon Senior Securities

 

None .

 

Item 4.                            (Removed & Reserved)

 

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Table of Contents

 

Item 5.                            Other Information

 

None.

 

Item 6.         Exhibits

 

 

31.1

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

 

31.2

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

 

32

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

 

54



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: November 8, 2010

By:

/s/ Alex Ko

 

 

Alex Ko

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

55



Table of Contents

 

Exhibit Index

 

Reference
Number

 

Item

 

 

 

 

31.1

 

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

31.2

 

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

32

 

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

 

56


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