HANMI FINANCIAL CORP - Quarter Report: 2006 June (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2006
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: 000-30421
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 95-4788120 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
3660 Wilshire Boulevard, Penthouse Suite A | ||
Los Angeles, California | 90010 | |
(Address of Principal Executive Offices) | (Zip Code) |
(213) 382-2200
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 þ No
o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Exchange Act Rule 12b-2.
Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of August 1, 2006, there were 48,910,180 outstanding shares of the Registrants Common Stock.
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
QUARTERLY REPORT ON FORM 10-Q
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
TABLE OF CONTENTS
Page | ||||||||
PART I FINANCIAL INFORMATION |
||||||||
ITEM 1. | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
ITEM 2. | 14 | |||||||
ITEM 3. | 37 | |||||||
ITEM 4. | 37 | |||||||
PART II OTHER INFORMATION |
||||||||
ITEM 1. | 37 | |||||||
ITEM 1A. | 37 | |||||||
ITEM 2. | 38 | |||||||
ITEM 3. | 38 | |||||||
ITEM 4. | 38 | |||||||
ITEM 5. | 38 | |||||||
ITEM 6. | 39 | |||||||
SIGNATURES | 40 | |||||||
EXHIBIT 31.1 | ||||||||
EXHIBIT 31.2 | ||||||||
EXHIBIT 32.1 | ||||||||
EXHIBIT 32.2 |
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(Dollars in Thousands)
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
Cash and Due From Banks |
$ | 110,271 | $ | 103,477 | ||||
Federal Funds Sold and Securities Purchased Under Agreements to Resell |
1,100 | 60,000 | ||||||
Cash and Cash Equivalents |
111,371 | 163,477 | ||||||
Securities Held to Maturity, at Amortized Cost (Fair Value: 2006 $1,031; 2005 $1,051) |
1,032 | 1,049 | ||||||
Securities Available for Sale, at Fair Value |
409,018 | 442,863 | ||||||
Loans Receivable, Net of Allowance for Loan Losses of $27,250 and $24,963 at June 30,
2006 and December 31, 2005, Respectively |
2,760,720 | 2,468,015 | ||||||
Loans Held for Sale, at the Lower of Cost or Fair Value |
| 1,065 | ||||||
Customers Liability on Acceptances |
11,057 | 8,432 | ||||||
Premises and Equipment, Net |
20,312 | 20,784 | ||||||
Accrued Interest Receivable |
14,899 | 14,120 | ||||||
Deferred Income Taxes |
12,337 | 9,651 | ||||||
Servicing Asset |
4,302 | 3,910 | ||||||
Goodwill |
207,646 | 209,058 | ||||||
Core Deposit Intangible |
7,461 | 8,691 | ||||||
Federal Reserve Bank (FRB) Stock, at Cost |
11,760 | 12,350 | ||||||
Federal Home Loan Bank (FHLB) Stock, at Cost |
12,843 | 12,237 | ||||||
Bank-Owned Life Insurance |
23,146 | 22,713 | ||||||
Other Assets |
16,401 | 15,837 | ||||||
TOTAL ASSETS |
$ | 3,624,305 | $ | 3,414,252 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Noninterest-Bearing |
$ | 778,445 | $ | 738,618 | ||||
Interest-Bearing: |
||||||||
Savings |
110,492 | 121,574 | ||||||
Money Market Checking |
440,970 | 526,171 | ||||||
Time Deposits of $100,000 or More |
1,287,257 | 1,161,950 | ||||||
Other Time Deposits |
277,848 | 277,801 | ||||||
Total Deposits |
2,895,012 | 2,826,114 | ||||||
Accrued Interest Payable |
15,319 | 11,911 | ||||||
Acceptances Outstanding |
11,057 | 8,432 | ||||||
FHLB Advances and Other Borrowings |
156,872 | 46,331 | ||||||
Junior Subordinated Debentures |
82,406 | 82,406 | ||||||
Other Liabilities |
12,253 | 12,281 | ||||||
Total Liabilities |
3,172,919 | 2,987,475 | ||||||
SHAREHOLDERS EQUITY: |
||||||||
Common Stock, $.001 Par Value; Authorized 200,000,000 Shares; Issued 50,071,580
Shares (48,908,580 Outstanding) at June 30, 2006 and Issued 49,821,798 Shares
(48,658,798 Outstanding) at December 31, 2005 |
50 | 50 | ||||||
Additional Paid-In Capital |
342,054 | 339,991 | ||||||
Unearned Compensation |
| (1,150 | ) | |||||
Accumulated Other Comprehensive Loss Unrealized Loss on Securities Available for
Sale, Interest-Only Strips and Interest Rate Swaps, Net of Income Taxes of ($4,446)
and ($1,671) at June 30, 2006 and December 31, 2005, Respectively |
(7,800 | ) | (4,383 | ) | ||||
Retained Earnings |
137,123 | 112,310 | ||||||
471,427 | 446,818 | |||||||
Less Treasury Stock, at Cost; 1,163,000 Shares at June 30, 2006 and December 31, 2005 |
(20,041 | ) | (20,041 | ) | ||||
Total Shareholders Equity |
451,386 | 426,777 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 3,624,305 | $ | 3,414,252 | ||||
See Accompanying Notes to Consolidated Financial Statements.
1
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
INTEREST INCOME: |
||||||||||||||||
Interest and Fees on Loans |
$ | 58,242 | $ | 42,750 | $ | 110,879 | $ | 80,976 | ||||||||
Interest on Investments |
5,013 | 4,734 | 10,112 | 9,382 | ||||||||||||
Interest on Federal Funds Sold |
23 | 123 | 312 | 458 | ||||||||||||
Total Interest Income |
63,278 | 47,607 | 121,303 | 90,816 | ||||||||||||
INTEREST EXPENSE: |
||||||||||||||||
Interest on Deposits |
21,921 | 11,345 | 41,512 | 21,156 | ||||||||||||
Interest on FHLB Advances and Other Borrowings |
2,001 | 927 | 2,615 | 1,452 | ||||||||||||
Interest on Junior Subordinated Debentures |
1,587 | 1,190 | 3,062 | 2,201 | ||||||||||||
Total Interest Expense |
25,509 | 13,462 | 47,189 | 24,809 | ||||||||||||
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
37,769 | 34,145 | 74,114 | 66,007 | ||||||||||||
Provision for Credit Losses |
900 | 450 | 3,860 | 586 | ||||||||||||
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |
36,869 | 33,695 | 70,254 | 65,421 | ||||||||||||
NON-INTEREST INCOME: |
||||||||||||||||
Service Charges on Deposit Accounts |
4,183 | 3,868 | 8,414 | 7,598 | ||||||||||||
Trade Finance Fees |
1,116 | 1,036 | 2,187 | 1,981 | ||||||||||||
Remittance Fees |
532 | 550 | 1,020 | 1,018 | ||||||||||||
Other Service Charges and Fees |
614 | 689 | 1,148 | 1,268 | ||||||||||||
Bank-Owned Life Insurance Income |
215 | 210 | 433 | 415 | ||||||||||||
Increase in Fair Value of Derivatives |
109 | 370 | 334 | 789 | ||||||||||||
Other Income |
835 | 554 | 1,478 | 1,175 | ||||||||||||
Gain on Sales of Loans |
1,311 | 56 | 2,150 | 364 | ||||||||||||
Gain on Sales of Securities Available for Sale |
| 14 | 5 | 96 | ||||||||||||
Total Non-Interest Income |
8,915 | 7,347 | 17,169 | 14,704 | ||||||||||||
NON-INTEREST EXPENSES: |
||||||||||||||||
Salaries and Employee Benefits |
10,691 | 8,545 | 19,852 | 17,712 | ||||||||||||
Occupancy and Equipment |
2,558 | 2,171 | 4,876 | 4,402 | ||||||||||||
Data Processing |
1,218 | 1,245 | 2,433 | 2,410 | ||||||||||||
Advertising and Promotion |
811 | 563 | 1,457 | 1,257 | ||||||||||||
Supplies and Communication |
576 | 729 | 1,212 | 1,308 | ||||||||||||
Professional Fees |
492 | 560 | 1,160 | 1,039 | ||||||||||||
Amortization of Core Deposit Intangible |
605 | 714 | 1,230 | 1,446 | ||||||||||||
Decrease in Fair Value of Embedded Options |
112 | 2 | 214 | 575 | ||||||||||||
Other Operating Expenses |
2,353 | 2,192 | 4,421 | 3,977 | ||||||||||||
Merger-Related Expenses |
| (509 | ) | | (509 | ) | ||||||||||
Total Non-Interest Expenses |
19,416 | 16,212 | 36,855 | 33,617 | ||||||||||||
INCOME BEFORE INCOME TAXES |
26,368 | 24,830 | 50,568 | 46,508 | ||||||||||||
Income Taxes |
10,428 | 9,792 | 19,826 | 18,138 | ||||||||||||
NET INCOME |
$ | 15,940 | $ | 15,038 | $ | 30,742 | $ | 28,370 | ||||||||
EARNINGS PER SHARE: |
||||||||||||||||
Basic |
$ | 0.33 | $ | 0.30 | $ | 0.63 | $ | 0.57 | ||||||||
Diluted |
$ | 0.32 | $ | 0.30 | $ | 0.62 | $ | 0.56 | ||||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||||||||||
Basic |
48,822,729 | 49,556,926 | 48,768,881 | 49,508,917 | ||||||||||||
Diluted |
49,404,204 | 50,213,725 | 49,366,709 | 50,218,948 | ||||||||||||
DIVIDENDS DECLARED PER SHARE |
$ | 0.06 | $ | 0.05 | $ | 0.12 | $ | 0.10 |
See Accompanying Notes to Consolidated Financial Statements.
2
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(Dollars in Thousands)
Common Stock - Number of Shares | Shareholders Equity | |||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Additional | Other | Treasury | Total | |||||||||||||||||||||||||||||||||||||
Treasury | Common | Paid-In | Unearned | Comprehensive | Retained | Stock, | Shareholders | |||||||||||||||||||||||||||||||||
Issued | Stock | Outstanding | Stock | Capital | Compensation | Income (Loss) | Earnings | at Cost | Equity | |||||||||||||||||||||||||||||||
BALANCE DECEMBER 31, 2004 |
49,330,704 | | 49,330,704 | $ | 49 | $ | 334,932 | $ | | $ | 1,035 | $ | 63,894 | $ | | $ | 399,910 | |||||||||||||||||||||||
Exercises of Stock Options |
220,773 | | 220,773 | 1 | 1,454 | | | | | 1,455 | ||||||||||||||||||||||||||||||
Restricted Stock Award |
100,000 | | 100,000 | | 1,815 | (1,815 | ) | | | | | |||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | | 484 | | | | 484 | ||||||||||||||||||||||||||||||
Tax Benefit from Exercises of Stock Options |
| | | | 333 | | | | | 333 | ||||||||||||||||||||||||||||||
Cash Dividends |
| | | | 4 | | | (4,964 | ) | | (4,960 | ) | ||||||||||||||||||||||||||||
Comprehensive Income: |
||||||||||||||||||||||||||||||||||||||||
Net Income |
| | | | | | | 28,370 | | 28,370 | ||||||||||||||||||||||||||||||
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips
and Interest Rate Swaps, Net of Tax |
| | | | | | (762 | ) | | | (762 | ) | ||||||||||||||||||||||||||||
Total Comprehensive Income |
27,608 | |||||||||||||||||||||||||||||||||||||||
BALANCE JUNE 30, 2005 |
49,651,477 | | 49,651,477 | $ | 50 | $ | 338,538 | $ | (1,331 | ) | $ | 273 | $ | 87,300 | $ | | $ | 424,830 | ||||||||||||||||||||||
BALANCE DECEMBER 31, 2005 |
49,821,798 | (1,163,000 | ) | 48,658,798 | $ | 50 | $ | 339,991 | $ | (1,150 | ) | $ | (4,383 | ) | $ | 112,310 | $ | (20,041 | ) | $ | 426,777 | |||||||||||||||||||
Cumulative Adjustment Share-Based
Compensation |
| | | | (916 | ) | 1,150 | | | | 234 | |||||||||||||||||||||||||||||
Exercises of Stock Options and Stock Warrants |
249,782 | | 249,782 | | 2,076 | | | | | 2,076 | ||||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 574 | | | | | 574 | ||||||||||||||||||||||||||||||
Tax Benefit from Exercises of Stock Options |
| | | | 329 | | | | | 329 | ||||||||||||||||||||||||||||||
Cash Dividends |
| | | | | | | (5,929 | ) | | (5,929 | ) | ||||||||||||||||||||||||||||
Comprehensive Income: |
||||||||||||||||||||||||||||||||||||||||
Net Income |
| | | | | | | 30,742 | | 30,742 | ||||||||||||||||||||||||||||||
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips
and Interest Rate Swaps, Net of Tax |
| | | | | | (3,417 | ) | | | (3,417 | ) | ||||||||||||||||||||||||||||
Total Comprehensive Income |
| 27,325 | ||||||||||||||||||||||||||||||||||||||
BALANCE JUNE 30, 2006 |
50,071,580 | (1,163,000 | ) | 48,908,580 | $ | 50 | $ | 342,054 | $ | | $ | (7,800 | ) | $ | 137,123 | $ | (20,041 | ) | $ | 451,386 | ||||||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements.
3
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Income |
$ | 30,742 | $ | 28,370 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: |
||||||||
Depreciation and Amortization of Premises and Equipment |
1,472 | 1,268 | ||||||
Amortization of Premiums and Accretion of Discounts on Investments, Net |
150 | (17 | ) | |||||
Amortization of Core Deposit Intangible |
1,230 | 1,446 | ||||||
Share-Based Compensation Expense |
574 | 484 | ||||||
Provision for Credit Losses |
3,860 | 586 | ||||||
FHLB Stock Dividend |
(295 | ) | (103 | ) | ||||
Gain on Sales of Securities Available for Sale |
(5 | ) | (96 | ) | ||||
Increase in Fair Value of Derivatives |
(334 | ) | (789 | ) | ||||
Decrease in Fair Value of Embedded Options |
214 | 575 | ||||||
Gain on Sales of Loans |
(2,150 | ) | (364 | ) | ||||
Loss on Sales of Premises and Equipment |
15 | 18 | ||||||
Tax Benefit from Exercises of Stock Options |
(329 | ) | 333 | |||||
Deferred Tax Benefit |
(2,920 | ) | 44 | |||||
Origination of Loans Held for Sale |
(49,445 | ) | (10,026 | ) | ||||
Proceeds from Sales of Loans Held for Sale |
52,660 | 13,365 | ||||||
Increase in Accrued Interest Receivable |
(779 | ) | (2,076 | ) | ||||
Increase in Cash Surrender Value of Bank-Owned Life Insurance |
(433 | ) | (415 | ) | ||||
Increase in Other Assets |
(2,169 | ) | (5,249 | ) | ||||
Increase in Accrued Interest Payable |
3,408 | 1,267 | ||||||
Increase in Other Liabilities |
6,699 | 11,638 | ||||||
Net Cash Provided By Operating Activities |
42,165 | 40,259 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from Redemption of FRB Stock |
590 | | ||||||
Proceeds from Matured or Called Securities Available for Sale |
28,276 | 49,000 | ||||||
Proceeds from Matured or Called Securities Held to Maturity |
17 | 27 | ||||||
Proceeds from Sales of Securities Available for Sale |
5,005 | 6,456 | ||||||
Net Increase in Loans Receivable |
(296,565 | ) | (172,619 | ) | ||||
Purchases of FRB and FHLB Stock |
(311 | ) | (2,066 | ) | ||||
Purchases of Securities Available for Sale |
(6,183 | ) | (48,238 | ) | ||||
Purchases of Premises and Equipment |
(1,015 | ) | (2,152 | ) | ||||
Net Cash Used In Investing Activities |
(270,186 | ) | (169,592 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Increase in Deposits |
68,898 | 31,170 | ||||||
Proceeds from Exercises of Stock Options and Stock Warrants |
2,076 | 1,455 | ||||||
Tax Benefit from Exercises of Stock Options |
329 | | ||||||
Cash Dividends Paid |
(5,929 | ) | (4,960 | ) | ||||
Proceeds from Long-Term FHLB Advances and Other Borrowings |
30,000 | 7,487 | ||||||
Repayment of Long-Term FHLB Advances and Other Borrowings |
(207 | ) | (121 | ) | ||||
Net Change in Short-Term FHLB Advances and Other Borrowings |
80,748 | 70,988 | ||||||
Net Cash Provided By Financing Activities |
175,915 | 106,019 | ||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(52,106 | ) | (23,314 | ) | ||||
Cash and Cash Equivalents Beginning of Period |
163,477 | 127,164 | ||||||
CASH AND CASH EQUIVALENTS END OF PERIOD |
$ | 111,371 | $ | 103,850 | ||||
Supplemental Disclosures of Cash Flow Information: |
||||||||
Interest Paid |
$ | 50,597 | $ | 26,076 | ||||
Income Taxes Paid |
$ | 16,208 | $ | 14,150 |
See Accompanying Notes to Consolidated Financial Statements.
4
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Hanmi Financial Corporation (Hanmi Financial, we or us) is a Delaware corporation that
is the holding company for Hanmi Bank (the Bank) and is subject to the Bank Holding Company Act
of 1956, as amended.
Hanmi Bank, our primary subsidiary, is a commercial bank licensed by the California Department
of Financial Institutions. The Banks deposit accounts are insured under the Federal Deposit
Insurance Act up to applicable limits thereof. The Bank is a member of the Federal Reserve System.
Our primary operations are related to traditional banking activities, including the acceptance
of deposits and the lending and investing of money through operation of the Bank. The Bank is a
community bank conducting general business banking with its primary market encompassing the
multi-ethnic populations of Los Angeles, Orange, San Diego, San Francisco and Santa Clara counties
of the State of California. The Banks full-service offices are located in business areas where
many of the businesses are run by immigrants and other minority groups. The Banks client base
reflects the multi-ethnic composition of these communities. As of June 30, 2006, the Bank
maintained a branch network of 22 locations, serving individuals and small- to medium-sized
businesses in its primary market. The Bank also has six loan production offices in California,
Colorado, Georgia, Illinois, Virginia and Washington.
In the opinion of management, the consolidated financial statements of Hanmi Financial
Corporation and subsidiary reflect all adjustments of a normal recurring nature that are necessary
for a fair presentation of the results for the interim periods ended June 30, 2006, but are not
necessarily indicative of the results that will be reported for the entire year. In the opinion of
management, the aforementioned consolidated financial statements are in conformity with accounting
principles generally accepted in the United States of America (GAAP). The interim information
should be read in conjunction with our 2005 Annual Report on Form 10-K.
Descriptions of our significant accounting policies are included in Note 1 Summary of
Significant Accounting Policies in our 2005 Annual Report on Form 10-K. Certain reclassifications
were made to the prior periods presentation to conform to the current periods presentation.
Stock-Based Compensation
We adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based
Payment (SFAS No. 123(R)), on January 1, 2006 using the modified prospective method. Under
this method, awards that are granted, modified or settled after December 31, 2005 are measured and
accounted for in accordance with SFAS No. 123(R). Also under this method, expense is recognized for
services attributed to the current period for unvested awards that were granted prior to January 1,
2006, based upon the fair value determined at the grant date under SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123). Prior to the adoption of SFAS No. 123(R), we accounted
for stock compensation under the intrinsic value method permitted by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB Opinion No. 25) and
related interpretations. Accordingly, we previously recognized no compensation cost for employee
stock options that were granted with an exercise price equal to the market value of the underlying
common stock on the date of grant.
5
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The following table illustrates the effect on net income and earnings per share if we had
applied the fair value recognition provisions of SFAS No. 123 in 2005.
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30, 2005 | June 30, 2005 | |||||||
(Dollars in Thousands, | ||||||||
Except Per Share Data) | ||||||||
Net Income As Reported |
$ | 15,038 | $ | 28,370 | ||||
Add Stock-Based Employee
Compensation Expense Included in
Reported Net Income, Net of Related
Tax Effects (Restricted Stock Award) |
55 | 297 | ||||||
Deduct Total Stock-Based Employee
Compensation Expense Determined Under
Fair Value Based Method for All
Awards Subject to SFAS No. 123, Net
of Related Tax Effects |
(350 | ) | (877 | ) | ||||
Net Income Pro Forma |
$ | 14,743 | $ | 27,790 | ||||
Earnings Per Share As Reported: |
||||||||
Basic |
$ | 0.30 | $ | 0.57 | ||||
Diluted |
$ | 0.30 | $ | 0.56 | ||||
Earnings Per Share Pro Forma: |
||||||||
Basic |
$ | 0.30 | $ | 0.56 | ||||
Diluted |
$ | 0.29 | $ | 0.55 |
In November 2005, the Financial Accounting Standards Board (FASB) issued Staff Position No.
FAS 123R-3, Transition Election Related to Accounting for the Tax Effects of the Share-Based
Payment Awards (FAS 123R-3). We have adopted the alternative transition method prescribed by FAS
123R-3 and concluded that we have no pool of windfall tax benefits as
of the adoption date of SFAS No. 123(R).
SFAS No. 123(R)
requires that cash flows resulting from the realization of tax
deductions recognized on awards that are fully vested prior to the
adoption of SFAS No. 123(R) be classified as a financing cash
inflow and an operating cash outflow in the Consolidated Statements
of Cash Flows. Before the adoption of SFAS No. 123(R), we presented all tax benefits
realized from the exercise of stock options as an operating cash inflow.
In addition, SFAS No. 123(R) requires that any unearned compensation related to awards granted
prior to the adoption of SFAS No. 123(R) must be eliminated against the appropriate equity
accounts. As a result, the presentation of Shareholders Equity was revised to reflect the transfer
of the balance previously reported in Unearned Compensation to Additional Paid-In Capital.
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION
At June 30, 2006, we had two stock incentive plans, the Year 2000 Stock Option Plan and the
2004 CEO Stock Option Plan (collectively, the Plans), which provide for the granting of
non-qualified and incentive stock options and restricted stock awards to employees (including
officers and directors).
Year
2000 Stock Option Plan
Under the Year 2000 Stock Option Plan, we may grant options for up to 5,430,742 shares of
common stock. As of June 30, 2006, 2,498,897 shares were still available for issuance.
6
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HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION (Continued)
All stock options granted under the Year 2000 Stock Option Plan have an exercise price equal
to the fair market value of the underlying common stock on the date of grant. Stock options granted
under the Year 2000 Stock Option Plan generally vest based on five years of continuous service and
expire ten years from the date of grant. Certain option and share awards provide for accelerated
vesting if there is a change in control (as defined in the Plans). New shares of common stock may
be issued or treasury shares may be utilized upon the exercise of stock options.
For the three and six months ended June 30, 2006 and 2005, the estimated weighted-average fair
value per share of options granted under the Year 2000 Stock Option Plan was as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Estimated
Weighted-Average
Fair Value Per
Share of Options
Granted |
$ | 6.60 | $ | 4.59 | $ | 6.60 | $ | 4.93 |
The weighted-average fair value per share of options granted was estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Weighted-Average Assumptions: |
||||||||||||||||
Dividend Yield |
1.33 | % | 1.25 | % | 1.33 | % | 1.18 | % | ||||||||
Expected Volatility |
36.62 | % | 32.37 | % | 36.63 | % | 32.61 | % | ||||||||
Expected Term |
5.3 years | 4.1 years | 5.3 years | 4.1 years | ||||||||||||
Risk-Free Interest Rate |
4.92 | % | 4.16 | % | 4.92 | % | 4.14 | % |
Expected volatility is determined based on the historical daily volatility of our stock
price over a period equal to the expected term of the options granted. The expected term of the
options represents the period of time that options granted are expected to be outstanding based
primarily on the historical exercise behavior associated with previous option grants. The risk-free
interest rate is based on the U.S. Treasury yield curve at the time of grant for a period equal to
the expected term of the options granted.
The following information under the Year 2000 Stock Option Plan is presented for the three and
six months ended June 30, 2006 and 2005:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In Thousands) | ||||||||||||||||
Grant Date Fair Value of Options Granted |
$ | 4,026 | $ | 344 | $ | 4,085 | $ | 595 | ||||||||
Total Intrinsic Value of Options Exercised (1) |
$ | 426 | $ | 325 | $ | 1,489 | $ | 1,713 | ||||||||
Cash Received from Options Exercised |
$ | 554 | $ | 144 | $ | 979 | $ | 1,103 | ||||||||
Actual Tax Benefit Realized from Tax Deductions on
Options Exercised |
$ | | $ | | $ | 329 | $ | 333 |
(1) | Intrinsic value represents the difference between the closing stock price on the exercise date and the exercise price, multiplied by the number of options. |
7
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HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION (Continued)
The following is a summary of the transactions under the Year 2000 Stock Option Plan for the
three months ended June 30, 2006 and 2005:
Three Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Exercise | Number | Exercise | |||||||||||||
of | Price Per | of | Price Per | |||||||||||||
Shares | Share | Shares | Share | |||||||||||||
Options Outstanding Beginning of Period |
1,068,216 | $ | 10.93 | 1,355,745 | $ | 9.72 | ||||||||||
Options Granted During the Period |
610,000 | $ | 18.04 | 75,000 | $ | 16.04 | ||||||||||
Options Cancelled/Expired During the Period |
(37,870 | ) | $ | 15.11 | | $ | | |||||||||
Options Exercised During the Period |
(52,364 | ) | $ | 10.58 | (11,296 | ) | $ | 7.65 | ||||||||
Options Outstanding End of Period |
1,587,982 | $ | 13.57 | 1,419,449 | $ | 10.07 | ||||||||||
Options Exercisable End of Period |
520,389 | $ | 8.76 | 421,732 | $ | 8.02 | ||||||||||
The following is a summary of the transactions under the Year 2000 Stock Option Plan for
the six months ended June 30, 2006 and 2005:
Six Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Exercise | Number | Exercise | |||||||||||||
of | Price Per | of | Price Per | |||||||||||||
Shares | Share | Shares | Share | |||||||||||||
Options Outstanding Beginning of Period |
1,173,712 | $ | 10.55 | 1,618,836 | $ | 9.33 | ||||||||||
Options Granted During the Period |
619,000 | $ | 18.04 | 120,554 | $ | 17.03 | ||||||||||
Options Cancelled/Expired During the Period |
(70,340 | ) | $ | 14.44 | (123,558 | ) | $ | 12.12 | ||||||||
Options Exercised During the Period |
(134,390 | ) | $ | 7.29 | (196,383 | ) | $ | 6.91 | ||||||||
Options Outstanding End of Period |
1,587,982 | $ | 13.57 | 1,419,449 | $ | 10.07 | ||||||||||
Options Exercisable End of Period |
520,389 | $ | 8.76 | 421,732 | $ | 8.02 | ||||||||||
The following is a summary of the transactions for non-vested stock options under the
Year 2000 Stock Option Plan for the three months ended June 30, 2006 and 2005:
Three Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Non-Vested Options Outstanding Beginning of Period |
533,491 | $ | 3.70 | 937,276 | $ | 2.93 | ||||||||||
Options Granted During the Period |
610,000 | $ | 6.57 | 75,000 | $ | 4.59 | ||||||||||
Options Cancelled/Expired During the Period |
(37,870 | ) | $ | 4.88 | | $ | | |||||||||
Options Vested During the Period |
(38,028 | ) | $ | 3.88 | (14,559 | ) | $ | 3.05 | ||||||||
Non-Vested Options Outstanding End of Period |
1,067,593 | $ | 5.29 | 997,717 | $ | 3.05 | ||||||||||
8
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HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION (Continued)
The following is a summary of the transactions for non-vested stock options under the Year
2000 Stock Option Plan for the six months ended June 30, 2006 and 2005:
Six Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Non-Vested Options Outstanding Beginning of Period |
653,110 | $ | 3.68 | 1,131,594 | $ | 2.93 | ||||||||||
Options Granted During the Period |
619,000 | $ | 6.56 | 120,554 | $ | 4.95 | ||||||||||
Options Cancelled/Expired During the Period |
(70,340 | ) | $ | 4.35 | (123,558 | ) | $ | 3.31 | ||||||||
Options Vested During the Period |
(134,177 | ) | $ | 3.79 | (130,873 | ) | $ | 3.55 | ||||||||
Non-Vested Options Outstanding End of Period |
1,067,593 | $ | 5.29 | 997,717 | $ | 3.05 | ||||||||||
As of June 30, 2006, the total compensation cost not yet recognized under the Year 2000
Stock Option Plan was $3.8 million with a weighted-average recognition period of 4.8 years.
As of June 30, 2006, stock options outstanding under the Year 2000 Stock Option Plan were as
follows:
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||
Weighted- | Weighted- | Weighted- | Weighted- | |||||||||||||||||||||||||||||
Average | Average | Average | Average | |||||||||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||||||||||||||
Exercise | Number | Intrinsic | Price Per | Contractual | Number | Intrinsic | Price Per | Contractual | ||||||||||||||||||||||||
Price Range | Outstanding | Value (1) | Share | Life | Outstanding | Value (1) | Share | Life | ||||||||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||||||||||
$ 3.27 to $ 3.99 |
156,666 | $ | 2,462 | $ | 3.78 | 4.3 years | 156,666 | $ | 2,462 | $ | 2.71 | 3.0 years | ||||||||||||||||||||
$ 4.00 to $ 7.99 |
236,362 | 2,927 | $ | 7.11 | 4.9 years | 161,479 | 1,994 | $ | 5.70 | 4.2 years | ||||||||||||||||||||||
$ 8.00 to $11.99 |
| | $ | | | | | $ | | | ||||||||||||||||||||||
$12.00 to $15.99 |
513,400 | 2,980 | $ | 13.69 | 7.9 years | 186,133 | 1,097 | $ | 13.69 | 7.9 years | ||||||||||||||||||||||
$16.00 to $19.10 |
681,554 | 1,025 | $ | 17.99 | 9.7 years | 16,111 | 30 | $ | 17.99 | 9.7 years | ||||||||||||||||||||||
1,587,982 | $ | 9,394 | $ | 13.57 | 7.9 years | 520,389 | $ | 5,583 | $ | 8.76 | 7.0 years | |||||||||||||||||||||
(1) | Intrinsic value represents the difference between the closing stock price on the last trading day of the period, which was $19.44 as of June 30, 2006, and the exercise price, multiplied by the number of options. |
2004
CEO Stock Option Plan
Under the 2004 CEO Stock Option Plan, a total of 350,000 stock options were granted to our
Chief Executive Officer. As of June 30, 2006, there were no additional shares available for
issuance.
All stock options granted under the 2004 CEO Stock Option Plan have an exercise price equal to
the fair market value of the underlying common stock on the date of grant. Stock options granted
under the 2004 CEO Stock Option Plan vest based on six years of continuous service and expire ten
years from the date of grant. Certain option and share awards provide for accelerated vesting if
there is a change in control (as defined in the Plans). New shares of common stock may be issued or
treasury shares may be utilized upon the exercise of stock options.
There were no stock options granted under the 2004 CEO Stock Option Plan during the three and
six months ended June 30, 2006 and 2005.
9
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HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION (Continued)
The following is a summary of the transactions under the 2004 CEO Stock Option Plan for the
three months ended June 30, 2006 and 2005:
Three Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Number | Exercise | Number | Exercise | |||||||||||||
of | Price Per | of | Price Per | |||||||||||||
Shares | Share | Shares | Share | |||||||||||||
Options Outstanding Beginning of Period |
350,000 | $ | 17.17 | 350,000 | $ | 17.17 | ||||||||||
Options Outstanding End of Period |
350,000 | $ | 17.17 | 350,000 | $ | 17.17 | ||||||||||
Options Exercisable End of Period |
58,333 | $ | 17.17 | | $ | | ||||||||||
The following is a summary of the transactions under the 2004 CEO Stock Option Plan for
the six months ended June 30, 2006 and 2005:
Six Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Number | Exercise | Number | Exercise | |||||||||||||
of | Price Per | of | Price Per | |||||||||||||
Shares | Share | Shares | Share | |||||||||||||
Options Outstanding Beginning of Period |
350,000 | $ | 17.17 | 350,000 | $ | 17.17 | ||||||||||
Options Outstanding End of Period |
350,000 | $ | 17.17 | 350,000 | $ | 17.17 | ||||||||||
Options Exercisable End of Period |
58,333 | $ | 17.17 | | $ | | ||||||||||
The following is a summary of the transactions for non-vested stock options under the
2004 CEO Stock Option Plan for the three months ended June 30, 2006 and 2005:
Three Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Non-Vested Options Outstanding Beginning of Period |
291,667 | $ | 4.82 | 350,000 | $ | 4.82 | ||||||||||
Non-Vested Options Outstanding End of Period |
291,667 | $ | 4.82 | 350,000 | $ | 4.82 | ||||||||||
The following is a summary of the transactions for non-vested stock options under the
2004 CEO Stock Option Plan for the six months ended June 30, 2006 and 2005:
Six Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Non-Vested Options Outstanding Beginning of Period |
350,000 | $ | 4.82 | 350,000 | $ | 4.82 | ||||||||||
Options Vested During the Period |
(58,333 | ) | $ | 4.82 | | $ | | |||||||||
Non-Vested Options Outstanding End of Period |
291,667 | $ | 4.82 | 350,000 | $ | 4.82 | ||||||||||
10
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 2 EMPLOYEE STOCK-BASED COMPENSATION (Continued)
As of June 30, 2006, the total compensation cost not yet recognized under the 2004 CEO Stock
Option Plan was $1.5 million with a recognition period of 4.3 years.
As of June 30, 2006, stock options outstanding under the 2004 CEO Stock Option Plan were as
follows:
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||||||||||
Number | Intrinsic | Price Per | Contractual | Number | Intrinsic | Price Per | Contractual | |||||||||||||||||||||
Outstanding | Value (1) | Share | Life | Outstanding | Value (1) | Share | Life | |||||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||||||
350,000 |
$ | 814 | $ | 17.17 | 8.4 years | 58,333 | $ | 136 | $ | 17.17 | 8.4 years |
(1) | Intrinsic value represents the difference between the closing stock price on the last trading day of the period, which was $19.44 as of June 30, 2006, and the exercise price, multiplied by the number of options. |
NOTE 3 EARNINGS PER SHARE
Earnings per share (EPS) is calculated on both a basic and a diluted basis. Basic EPS
excludes dilution and is computed by dividing income available to common stockholders 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 from the issuance of common stock that then
shared in earnings, excluding common shares in treasury.
The following table presents a reconciliation of the components used to derive basic and
diluted EPS for the periods indicated.
Weighted- | ||||||||||||
Average | Per | |||||||||||
Income | Shares | Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||
Three Months Ended June 30, 2006: |
||||||||||||
Basic EPS Income Available to Common Shareholders |
$ | 15,940 | 48,822,729 | $ | 0.33 | |||||||
Effect of Dilutive Securities Options and Warrants |
| 581,475 | (0.01 | ) | ||||||||
Diluted EPS Income Available to Common Shareholders |
$ | 15,940 | 49,404,204 | $ | 0.32 | |||||||
Three Months Ended June 30, 2005: |
||||||||||||
Basic EPS Income Available to Common Shareholders |
$ | 15,038 | 49,556,926 | $ | 0.30 | |||||||
Effect of Dilutive Securities Options and Warrants |
| 656,799 | | |||||||||
Diluted EPS Income Available to Common Shareholders |
$ | 15,038 | 50,213,725 | $ | 0.30 | |||||||
Six Months Ended June 30, 2006: |
||||||||||||
Basic EPS Income Available to Common Shareholders |
$ | 30,742 | 48,768,881 | $ | 0.63 | |||||||
Effect of Dilutive Securities Options and Warrants |
| 597,828 | (0.01 | ) | ||||||||
Diluted EPS Income Available to Common Shareholders |
$ | 30,742 | 49,366,709 | $ | 0.62 | |||||||
Six Months Ended June 30, 2005: |
||||||||||||
Basic EPS Income Available to Common Shareholders |
$ | 28,370 | 49,508,917 | $ | 0.57 | |||||||
Effect of Dilutive Securities Options and Warrants |
| 710,031 | (0.01 | ) | ||||||||
Diluted EPS Income Available to Common Shareholders |
$ | 28,370 | 50,218,948 | $ | 0.56 | |||||||
For the three months ended June 30, 2006 and 2005, there were 1,071,554 and 430,554
options outstanding, respectively, that were not included in the computation of diluted EPS because
their exercise price was greater than the average market price of the common shares and, therefore,
the effect would be anti-dilutive. For the six months ended June 30, 2006 and 2005, there were
1,071,554 and 395,554 options outstanding, respectively, that were not included in the computation
of diluted EPS.
11
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HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 4 OFF-BALANCE SHEET COMMITMENTS
As part of the service to our small- and medium-sized business customers, Hanmi Bank issues
formal loan commitments and lines of credit. These commitments can be either secured or unsecured.
They may be in the form of revolving lines of credit for seasonal working capital needs or may take
the form of commercial letters of credit or standby letters of credit. Commercial letters of credit
facilitate import trade. Standby letters of credit are conditional commitments issued by Hanmi Bank
to guarantee the performance of a customer to a third party.
The following table shows the distribution of the Hanmi Banks undisbursed loan commitments as
of the dates indicated.
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(In Thousands) | ||||||||
Commitments to Extend Credit |
$ | 552,689 | $ | 555,736 | ||||
Commercial Letters of Credit |
74,035 | 58,036 | ||||||
Standby Letters of Credit |
36,287 | 42,768 | ||||||
Unused Credit Card Lines |
15,445 | 14,892 | ||||||
Total Undisbursed Loan Commitments |
$ | 678,456 | $ | 671,432 | ||||
NOTE 5
SEGMENT REPORTING
Through
our branch network and lending units, we provide a broad range of
financial services to individuals and companies located primarily in
Southern California. These services include demand, time and savings
deposits; and commercial and industrial, real estate and consumer
lending. While our chief decision makers monitor the revenue streams
of our various products and services, operations are managed and
financial performance is evaluated on a company-wide basis.
Accordingly, we consider all of our operations to be aggregated in one
reportable operating segment.
NOTE 6 RECENTLY ISSUED ACCOUNTING STANDARDS
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140 (SFAS No. 155). This
Statement:
| permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; | ||
| clarifies which interest-only strips and principal-only strips are not subject to SFAS No. 133; | ||
| establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments that contain an embedded derivative requiring bifurcation; | ||
| clarifies that concentrations of credit risk in the form of subordinations are not embedded derivatives; and | ||
| amends SFAS No. 140 to eliminate the prohibition against a Qualified Special Purpose Entity holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. |
SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning
of an entitys first fiscal year that begins after September 15, 2006. Early adoption of this
statement is allowed. We have not determined the financial impact of the adoption of SFAS No. 155
or whether we will adopt SFAS No. 155 in 2006.
12
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Continued)
NOTE 6 RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets,
which amends the guidance in SFAS No. 140. SFAS No. 156 requires that an entity separately
recognize a servicing asset or a servicing liability when it undertakes an obligation to service a
financial asset under a servicing contract in certain situations. Such servicing assets or
servicing liabilities are required to be measured initially at fair value, if practicable. SFAS No.
156 also allows an entity to measure its servicing assets and servicing liabilities subsequently
using either the amortization method, which existed under SFAS No. 140, or the fair value
measurement method. SFAS No. 156 will be effective in the fiscal year beginning January 1, 2007. We
do not expect the adoption of SFAS No. 156 to have a material impact on our financial condition or
results of operations.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes an Interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprises financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. FIN No. 48 prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. We will be required to adopt FIN No. 48
in the first quarter of 2007. We are currently assessing the impact that the adoption of FIN No. 48
will have on our financial condition and results of operations.
13
Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is managements discussion and analysis of the major factors that influenced our
results of operations and financial condition for the three and six months ended June 30, 2006.
This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2005 and with the unaudited consolidated financial statements and notes thereto set
forth in this Report.
CRITICAL ACCOUNTING POLICIES
We have established various accounting policies that govern the application of GAAP in the
preparation of our financial statements. Our significant accounting policies are described in the
Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2005. Certain accounting policies require us to make significant estimates and
assumptions that have a material impact on the carrying value of certain assets and liabilities,
and we consider these critical accounting policies. We use estimates and assumptions based on
historical experience and other factors that we believe to be reasonable under the circumstances.
Actual results could differ significantly from these estimates and assumptions, which could have a
material impact on the carrying value of assets and liabilities at the balance sheet dates and our
results of operations for the reporting periods. Management has discussed the development and
selection of these critical accounting policies with the Audit Committee of Hanmi Financials Board
of Directors.
We believe the allowance for loan losses and allowance for off-balance sheet items are
critical accounting policies that require significant estimates and assumptions that are
particularly susceptible to significant change in the preparation of our financial statements. See
Financial Condition Allowance for Loan Losses and Allowance for Off-Balance Sheet Items and
Results of Operations Provision for Credit Losses for a description of the methodology used to
determine the allowance for loan losses and allowance for off-balance sheet items.
14
Table of Contents
SELECTED FINANCIAL DATA
The following tables sets forth certain selected financial data for the periods indicated.
As of and for the | ||||||||
Three Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||
AVERAGE BALANCES: |
||||||||
Average Gross Loans, Net of Deferred Loan Fees |
$ | 2,729,218 | $ | 2,334,803 | ||||
Average Securities |
$ | 425,371 | $ | 417,712 | ||||
Average Interest-Earning Assets |
$ | 3,180,999 | $ | 2,793,143 | ||||
Average Total Assets |
$ | 3,570,389 | $ | 3,168,995 | ||||
Average Deposits |
$ | 2,832,218 | $ | 2,542,886 | ||||
Average Interest-Bearing Liabilities |
$ | 2,341,481 | $ | 1,960,987 | ||||
Average Shareholders Equity |
$ | 449,664 | $ | 416,465 | ||||
Average Tangible Equity (1) |
$ | 232,802 | $ | 197,080 | ||||
PER SHARE DATA: |
||||||||
Earnings Per Share Basic |
$ | 0.33 | $ | 0.30 | ||||
Earnings Per Share Diluted |
$ | 0.32 | $ | 0.30 | ||||
Common Shares Outstanding |
48,908,580 | 49,651,477 | ||||||
Book Value Per Share (2) |
$ | 9.23 | $ | 8.56 | ||||
Tangible Book Value Per Share (3) |
$ | 4.83 | $ | 4.14 | ||||
Cash Dividends Per Share |
$ | 0.06 | $ | 0.05 | ||||
SELECTED PERFORMANCE RATIOS: |
||||||||
Return on Average Assets (4) (5) |
1.79 | % | 1.90 | % | ||||
Return on Average Shareholders Equity (4) (6) |
14.22 | % | 14.48 | % | ||||
Return on Average Tangible Equity (4) (7) |
27.46 | % | 30.61 | % | ||||
Net Interest Spread (8) |
3.61 | % | 4.09 | % | ||||
Net Interest Margin (9) |
4.76 | % | 4.90 | % | ||||
Efficiency Ratio (10) |
41.59 | % | 40.30 | % | ||||
Dividend Payout Ratio (11) |
18.41 | % | 16.51 | % | ||||
Average Shareholders Equity to Average Total Assets |
12.59 | % | 13.14 | % | ||||
SELECTED CAPITAL RATIOS: (12) |
||||||||
Total Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
12.03 | % | 12.17 | % | ||||
Hanmi Bank |
12.05 | % | 12.13 | % | ||||
Tier 1 Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
11.02 | % | 11.22 | % | ||||
Hanmi Bank |
11.05 | % | 11.18 | % | ||||
Tier 1 Leverage Ratio: |
||||||||
Hanmi Financial |
9.61 | % | 9.65 | % | ||||
Hanmi Bank |
9.63 | % | 9.61 | % | ||||
SELECTED ASSET QUALITY RATIOS: |
||||||||
Non-Performing Loans to Total Gross Loans (13) |
0.43 | % | 0.25 | % | ||||
Non-Performing Assets to Total Assets (14) |
0.33 | % | 0.19 | % | ||||
Net Loan Charge-Offs to Average Total Gross Loans (15) |
0.05 | % | 0.18 | % | ||||
Allowance for Loan Losses to Total Gross Loans |
0.98 | % | 0.91 | % | ||||
Allowance for Loan Losses to Non-Performing Loans |
224.54 | % | 361.64 | % |
(1) | Average tangible equity is calculated by subtracting average goodwill and average core deposit intangible assets from average shareholders equity. See Non-GAAP Financial Measures. | |
(2) | Shareholders equity divided by common shares outstanding. | |
(3) | Tangible equity divided by common shares outstanding. | |
(4) | Calculation based upon annualized net income. | |
(5) | Net income divided by average total assets. | |
(6) | Net income divided by average shareholders equity. | |
(7) | Net income divided by average tangible equity. See Non-GAAP Financial Measures. | |
(8) | Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. | |
(9) | Net interest income before provision for credit losses divided by average interest-earning assets. | |
(10) | Total non-interest expenses (excluding merger-related expenses) divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(11) | Cash dividends per share times common shares outstanding divided by net income. | |
(12) | The required ratios for a well-capitalized institution, as defined by regulations of the Board of Governors of the Federal Reserve System, are 10 percent for Total Risk-Based Capital Ratio (total capital divided by risk-weighted assets); 6 percent for Tier 1 Risk-Based Capital Ratio (Tier 1 capital divided by risk-weighted assets); and 5 percent for Tier 1 Leverage Ratio (Tier 1 capital divided by average assets). | |
(13) | Non-performing loans consist of non-accrual loans, loans past due 90 days or more and restructured loans. | |
(14) | Non-performing assets consist of non-performing loans (see footnote (13) above) and other real estate owned. | |
(15) | Calculation based upon annualized net loan charge-offs. |
15
Table of Contents
As of and for the | ||||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||
AVERAGE BALANCES: |
||||||||
Average Gross Loans, Net of Deferred Loan Fees |
$ | 2,638,822 | $ | 2,287,253 | ||||
Average Securities |
$ | 431,440 | $ | 419,235 | ||||
Average Interest-Earning Assets |
$ | 3,109,051 | $ | 2,765,114 | ||||
Average Total Assets |
$ | 3,497,310 | $ | 3,136,419 | ||||
Average Deposits |
$ | 2,821,648 | $ | 2,531,123 | ||||
Average Interest-Bearing Liabilities |
$ | 2,278,944 | $ | 1,943,789 | ||||
Average Shareholders Equity |
$ | 443,507 | $ | 411,270 | ||||
Average Tangible Equity (1) |
$ | 226,329 | $ | 191,159 | ||||
PER SHARE DATA: |
||||||||
Earnings Per Share Basic |
$ | 0.63 | $ | 0.57 | ||||
Earnings Per Share Diluted |
$ | 0.62 | $ | 0.56 | ||||
Cash Dividends Per Share |
$ | 0.12 | $ | 0.10 | ||||
SELECTED PERFORMANCE RATIOS: |
||||||||
Return on Average Assets (2) (3) |
1.77 | % | 1.82 | % | ||||
Return on Average Shareholders Equity (2) (4) |
13.98 | % | 13.91 | % | ||||
Return on Average Tangible Equity (2) (5) |
27.39 | % | 29.93 | % | ||||
Net Interest Spread (6) |
3.69 | % | 4.05 | % | ||||
Net Interest Margin (7) |
4.81 | % | 4.81 | % | ||||
Efficiency Ratio (8) |
40.37 | % | 42.28 | % | ||||
Dividend Payout Ratio (9) |
19.09 | % | 17.50 | % | ||||
Average Shareholders Equity to Average Total Assets |
12.68 | % | 13.11 | % |
(1) | Average tangible equity is calculated by subtracting average goodwill and average core deposit intangible assets from average shareholders equity. See Non-GAAP Financial Measures. | |
(2) | Calculation based upon annualized net income. | |
(3) | Net income divided by average total assets. | |
(4) | Net income divided by average shareholders equity. | |
(5) | Net income divided by average tangible equity. See Non-GAAP Financial Measures. | |
(6) | Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. | |
(7) | Net interest income before provision for credit losses divided by average interest-earning assets. | |
(8) | Total non-interest expenses (excluding merger-related expenses) divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(9) | Cash dividends per share times common shares outstanding divided by net income. |
16
Table of Contents
Non-GAAP Financial Measures
Return on Average Tangible Equity - Return on average tangible equity is supplemental
financial information determined by a method other than in accordance with GAAP. This non-GAAP
measure is used by management in the analysis of Hanmi Financials performance. Average tangible
equity is calculated by subtracting average goodwill and average core deposit intangible assets
from average shareholders equity. Banking and financial institution regulators also exclude
goodwill and intangible assets from shareholders equity when assessing the capital adequacy of a
financial institution. Management believes the presentation of this financial measure excluding the
impact of these items provides useful supplemental information that is essential to a proper
understanding of the financial results of Hanmi Financial, as it provides a method to assess
managements success in utilizing tangible capital. This disclosure should not be viewed as a
substitute for results determined in accordance with GAAP, nor is it necessarily comparable to
non-GAAP performance measures that may be presented by other companies.
The following table reconciles this non-GAAP performance measure to the GAAP performance
measure for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Average Shareholders Equity |
$ | 449,664 | $ | 416,465 | $ | 443,507 | $ | 411,270 | ||||||||
Less Average Goodwill and Core Deposit Intangible Assets |
(216,862 | ) | (219,385 | ) | (217,178 | ) | (220,111 | ) | ||||||||
Average Tangible Equity |
$ | 232,802 | $ | 197,080 | $ | 226,329 | $ | 191,159 | ||||||||
Return on Average Shareholders Equity |
14.22 | % | 14.48 | % | 13.98 | % | 13.91 | % | ||||||||
Effect of Average Goodwill and Core Deposit Intangible Assets |
13.24 | % | 16.13 | % | 13.41 | % | 16.02 | % | ||||||||
Return on Average Tangible Equity |
27.46 | % | 30.61 | % | 27.39 | % | 29.93 | % | ||||||||
Tangible Book Value Per Share - Tangible book value per share is supplemental financial
information determined by a method other than in accordance with GAAP. This non-GAAP measure is
used by management in the analysis of Hanmi Financials performance. Tangible book value per share
is calculated by subtracting goodwill and core deposit intangible assets from total shareholders
equity and dividing the difference by the number of shares of common stock outstanding. Management
believes the presentation of this financial measure excluding the impact of these items provides
useful supplemental information that is essential to a proper understanding of the financial
results of Hanmi Financial, as it provides a method to assess managements success in utilizing
tangible capital. This disclosure should not be viewed as a substitute for results determined in
accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be
presented by other companies.
The following table reconciles this non-GAAP performance measure to the GAAP performance
measure as of the dates indicated:
June 30, | ||||||||
2006 | 2005 | |||||||
(Dollars in Thousands) | ||||||||
Total Shareholders Equity |
$ | 451,386 | $ | 424,830 | ||||
Less Goodwill and Core Deposit Intangible Assets |
(215,107 | ) | (219,089 | ) | ||||
Tangible Equity |
$ | 236,279 | $ | 205,741 | ||||
Book Value Per Share |
$ | 9.23 | $ | 8.56 | ||||
Effect of Goodwill and Core Deposit Intangible Assets |
(4.40 | ) | (4.42 | ) | ||||
Tangible Book Value Per Share |
$ | 4.83 | $ | 4.14 | ||||
17
Table of Contents
FORWARD-LOOKING STATEMENTS
Some of the statements under Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this Form 10-Q constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify
forward-looking statements by terminology such as may, will, should, could, expects,
plans, intends, anticipates, believes, estimates, predicts, potential, or continue,
or the negative of such terms and other comparable terminology. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, levels of
activity, performance or achievements to differ from those expressed or implied by the
forward-looking statement. For additional information concerning these factors, see our Form 10-K
filed with the Securities and Exchange Commission on March 16, 2006 under Risk Factors, Interest
Rate Risk Management and Liquidity and Capital Resources. We undertake no obligation to update
these forward-looking statements to reflect events or circumstances that occur after the date on
which such statements were made.
RESULTS OF OPERATIONS
Overview
For the three months ended June 30, 2006, net income was $15.9 million, or $0.32 per diluted
share, compared to $15.0 million, or $0.30 per diluted share, for the three months ended June 30,
2005. The 6.0 percent increase in net income for 2006 as compared to 2005 was attributable to an
increase in average interest-earning assets, partially offset by a decline in the net interest
margin due to a higher cost of funds as customers placed their funds in certificates of deposit
instead of core deposits. Average interest-earning assets increased $387.9 million, or 13.9
percent, due to ongoing growth in the loan portfolio. The net interest margin was 4.76 percent for
the three months ended June 30, 2006, compared to 4.90 percent for the same period of 2005.
Our results of operations are significantly affected by the provision for credit losses. The
provision for credit losses was $900,000 and $450,000 for the three months ended June 30, 2006 and
2005, respectively, reflecting changes in the classification of certain credits as well as growth
in the loan portfolio in the respective quarters.
For the three months ended June 30, 2006, non-interest income increased by $1.6 million, or
21.3 percent, primarily due to an increase in service charges on deposit accounts and higher gain on
sales of loans. Non-interest expenses increased by $3.2 million or 19.8 percent, due to increases
in salaries and employee benefits and occupancy expense. The efficiency ratio (non-interest
expenses divided by the sum of net interest income before provision for credit losses and
non-interest income) for the second quarter of 2006 was 41.59 percent, compared to 40.30 percent
for the same quarter in 2005.
The annualized return on average assets was 1.79 percent for the three months ended June 30,
2006, compared to 1.90 percent for the same period in 2005. The annualized return on average
shareholders equity was 14.22 percent for the three months ended June 30, 2006, and return on
average tangible equity was 27.46 percent, compared to 14.48 percent and 30.61 percent,
respectively, for the same period in 2005.
For the six months ended June 30, 2006, net income was $30.7 million, or $0.62 per diluted
share, compared to $28.4 million, or $0.56 per diluted share, for the six months ended June 30,
2005. The 8.4 percent increase in net income for 2006 as compared to 2005 was attributable to an
increase in average interest-earning assets, while the net interest margin remained flat due to a
higher cost of funds as customers placed their funds in certificates of deposit instead of core
deposits. Average interest-earning assets increased $343.9 million, or 12.4 percent, due to ongoing
growth in the loan portfolio. The net interest margin was 4.81 percent for the six months ended
June 30, 2006 and 2005.
Our results of operations are significantly affected by the provision for credit losses. The
provision for credit losses was $3.9 million and $586,000 for the six months ended June 30, 2006
and 2005, respectively, reflecting changes in the classification of certain credits as well as
growth in the loan portfolio in the respective periods.
18
Table of Contents
For the six months ended June 30, 2006, non-interest income increased by $2.5 million, or 16.8
percent, primarily due to an increase in service charges on deposit accounts and higher gain on sales
of loans. Non-interest expenses increased by $3.2 million or 9.6 percent, due to increases in
salaries and employee benefits and occupancy expense. The efficiency ratio (non-interest expenses
divided by the sum of net interest income before provision for credit losses and non-interest
income) for the six months ended June 30, 2006 was 40.37 percent, compared to 42.28 percent for the
same period in 2005.
The annualized return on average assets was 1.77 percent for the six months ended June 30,
2006, compared to 1.82 percent for the same period in 2005. The annualized return on average
shareholders equity was 13.98 percent for the six months ended June 30, 2006, and return on
average tangible equity was 27.39 percent, compared to 13.91 percent and 29.93 percent,
respectively, for the same period in 2005.
Net Interest Income Before Provision for Credit Losses
Our earnings depend largely upon the difference between the interest income received from the
loan portfolio and other interest-earning assets and the interest paid on deposits and borrowings.
The difference is net interest income. Net interest income, when expressed as a percentage of
average total interest-earning assets, is referred to as the net interest margin. 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. 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 loans are affected principally by the demand for such loans, the supply of money
available for lending purposes and competitive factors. Those factors are, in turn, affected by
general economic conditions and other factors beyond our control, such as Federal economic
policies, the general supply of money in the economy, income tax policies, governmental budgetary
matters and the actions of the Board of Governors of the Federal Reserve System and the Federal
Open Market Committee.
19
Table of Contents
The following tables present the average balances of assets, liabilities and shareholders
equity; the amount of interest income or interest expense; the average yield or rate for each
category of interest-earning assets and interest-bearing liabilities; and the net interest spread
and the net interest margin for the periods indicated. All average balances are daily average
balances.
Three Months Ended | ||||||||||||||||||||||||
June 30, 2006 | June 30, 2005 | |||||||||||||||||||||||
Interest | Average | Interest | Average | |||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
Balance | Expense | Rate | Balance | Expense | Rate | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-Earning Assets: |
||||||||||||||||||||||||
Gross Loans, Net (1) |
$ | 2,729,218 | $ | 58,242 | 8.56 | % | $ | 2,334,803 | $ | 42,750 | 7.34 | % | ||||||||||||
Municipal Securities (2) |
73,061 | 773 | 4.23 | % | 73,223 | 780 | 4.26 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
127,184 | 1,316 | 4.14 | % | 97,953 | 933 | 3.81 | % | ||||||||||||||||
Other Debt Securities |
225,126 | 2,594 | 4.61 | % | 246,536 | 2,690 | 4.36 | % | ||||||||||||||||
Equity Securities |
24,524 | 330 | 5.38 | % | 23,618 | 330 | 5.59 | % | ||||||||||||||||
Federal Funds Sold |
1,859 | 23 | 4.95 | % | 16,941 | 123 | 2.91 | % | ||||||||||||||||
Interest-Earning Deposits |
27 | | 3.64 | % | 69 | 1 | 3.59 | % | ||||||||||||||||
Total Interest-Earning Assets |
3,180,999 | 63,278 | 7.98 | % | 2,793,143 | 47,607 | 6.84 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
94,876 | 90,351 | ||||||||||||||||||||||
Allowance for Loan Losses |
(26,629 | ) | (22,271 | ) | ||||||||||||||||||||
Other Assets |
321,143 | 307,772 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
389,390 | 375,852 | ||||||||||||||||||||||
Total Assets |
$ | 3,570,389 | $ | 3,168,995 | ||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Money Market Checking |
$ | 484,039 | 3,638 | 3.01 | % | $ | 539,229 | 3,084 | 2.29 | % | ||||||||||||||
Savings |
112,341 | 480 | 1.71 | % | 143,948 | 548 | 1.53 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
1,223,118 | 14,869 | 4.88 | % | 875,297 | 6,423 | 2.94 | % | ||||||||||||||||
Other Time Deposits |
273,503 | 2,934 | 4.30 | % | 225,961 | 1,290 | 2.29 | % | ||||||||||||||||
FHLB Advances and Other Borrowings |
166,074 | 2,001 | 4.83 | % | 94,146 | 927 | 3.95 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 1,587 | 7.72 | % | 82,406 | 1,190 | 5.79 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,341,481 | 25,509 | 4.37 | % | 1,960,987 | 13,462 | 2.75 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
739,217 | 758,451 | ||||||||||||||||||||||
Other Liabilities |
40,027 | 33,092 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
779,244 | 791,543 | ||||||||||||||||||||||
Total Liabilities |
3,120,725 | 2,752,530 | ||||||||||||||||||||||
Shareholders Equity |
449,664 | 416,465 | ||||||||||||||||||||||
Total Liabilities and Shareholders Equity |
$ | 3,570,389 | $ | 3,168,995 | ||||||||||||||||||||
Net Interest Income |
$ | 37,769 | $ | 34,145 | ||||||||||||||||||||
Net Interest Spread (3) |
3.61 | % | 4.09 | % | ||||||||||||||||||||
Net Interest Margin (4) |
4.76 | % | 4.90 | % | ||||||||||||||||||||
(1) | Loans are net of deferred fees and related direct costs, but excluding the allowance for loan losses. Non-accrual loans are included in the average loan balance. Loan fees have been included in the calculation of interest income. Loan fees were $1.2 million and $1.8 million for the three months ended June 30, 2006 and 2005, respectively. | |
(2) | Yields on tax-exempt income, computed on a tax-equivalent basis using an effective marginal rate of 35 percent, were 6.51 percent and 6.56 percent for the three months ended June 30, 2006 and 2005, respectively. | |
(3) | Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities. | |
(4) | Represents annualized net interest income as a percentage of average interest-earning assets. |
20
Table of Contents
Six Months Ended | ||||||||||||||||||||||||
June 30, 2006 | June 30, 2005 | |||||||||||||||||||||||
Interest | Average | Interest | Average | |||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
Balance | Expense | Rate | Balance | Expense | Rate | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-Earning Assets: |
||||||||||||||||||||||||
Gross Loans, Net (1) |
$ | 2,638,822 | $ | 110,879 | 8.47 | % | $ | 2,287,253 | $ | 80,976 | 7.14 | % | ||||||||||||
Municipal Securities (2) |
73,414 | 1,551 | 4.23 | % | 73,634 | 1,556 | 4.23 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
126,843 | 2,619 | 4.13 | % | 97,090 | 1,867 | 3.85 | % | ||||||||||||||||
Other Debt Securities |
231,183 | 5,286 | 4.57 | % | 248,511 | 5,355 | 4.31 | % | ||||||||||||||||
Equity Securities |
24,567 | 655 | 5.33 | % | 22,794 | 603 | 5.29 | % | ||||||||||||||||
Federal Funds Sold |
14,158 | 312 | 4.44 | % | 35,797 | 458 | 2.58 | % | ||||||||||||||||
Interest-Earning Deposits |
64 | 1 | 4.01 | % | 35 | 1 | 3.91 | % | ||||||||||||||||
Total Interest-Earning Assets |
3,109,051 | 121,303 | 7.87 | % | 2,765,114 | 90,816 | 6.62 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
94,690 | 87,520 | ||||||||||||||||||||||
Allowance for Loan Losses |
(25,825 | ) | (22,499 | ) | ||||||||||||||||||||
Other Assets |
319,394 | 306,284 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
388,259 | 371,305 | ||||||||||||||||||||||
Total Assets |
$ | 3,497,310 | $ | 3,136,419 | ||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Money Market Checking |
$ | 501,735 | 7,352 | 2.95 | % | $ | 565,574 | 6,092 | 2.17 | % | ||||||||||||||
Savings |
115,036 | 962 | 1.69 | % | 147,087 | 1,104 | 1.51 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
1,195,348 | 27,653 | 4.67 | % | 836,435 | 11,425 | 2.75 | % | ||||||||||||||||
Other Time Deposits |
273,134 | 5,545 | 4.09 | % | 230,287 | 2,535 | 2.22 | % | ||||||||||||||||
FHLB Advances and Other Borrowings |
111,285 | 2,615 | 4.74 | % | 82,000 | 1,452 | 3.57 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 3,062 | 7.49 | % | 82,406 | 2,201 | 5.39 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,278,944 | 47,189 | 4.18 | % | 1,943,789 | 24,809 | 2.57 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
736,395 | 751,740 | ||||||||||||||||||||||
Other Liabilities |
38,464 | 29,620 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
774,859 | 781,360 | ||||||||||||||||||||||
Total Liabilities |
3,053,803 | 2,725,149 | ||||||||||||||||||||||
Shareholders Equity |
443,507 | 411,270 | ||||||||||||||||||||||
Total Liabilities and Shareholders Equity |
$ | 3,497,310 | $ | 3,136,419 | ||||||||||||||||||||
Net Interest Income |
$ | 74,114 | $ | 66,007 | ||||||||||||||||||||
Net Interest Spread (3) |
3.69 | % | 4.05 | % | ||||||||||||||||||||
Net Interest Margin (4) |
4.81 | % | 4.81 | % | ||||||||||||||||||||
(1) | Loans are net of deferred fees and related direct costs, but excluding the allowance for loan losses. Non-accrual loans are included in the average loan balance. Loan fees have been included in the calculation of interest income. Loan fees were $2.5 million and $3.3 million for the six months ended June 30, 2006 and 2005, respectively. | |
(2) | Yields on tax-exempt income, computed on a tax-equivalent basis using an effective marginal rate of 35 percent, were 6.50 percent and 6.50 percent for the six months ended June 30, 2006 and 2005, respectively. | |
(3) | Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities. | |
(4) | Represents annualized net interest income as a percentage of average interest-earning assets. |
21
Table of Contents
The table below shows changes in interest income and interest expense and the amounts
attributable to variations in interest rates and volumes for the periods indicated. The variances
attributable to simultaneous volume and rate changes have been allocated to the change due to
volume and the change due to rate categories in proportion to the relationship of the absolute
dollar amount attributable solely to the change in volume and to the change in rate.
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, 2006 vs. 2005 | June 30, 2006 vs. 2005 | |||||||||||||||||||||||
Increases (Decreases) | Increases (Decreases) | |||||||||||||||||||||||
Due to Change in | Due to Change in | |||||||||||||||||||||||
Volume | Rate | Total | Volume | Rate | Total | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Interest Income: |
||||||||||||||||||||||||
Gross Loans, Net |
$ | 7,826 | $ | 7,666 | $ | 15,492 | $ | 13,497 | $ | 16,406 | $ | 29,903 | ||||||||||||
Municipal Securities |
(2 | ) | (5 | ) | (7 | ) | (5 | ) | | (5 | ) | |||||||||||||
Obligations of Other U.S.
Government Agencies |
296 | 87 | 383 | 596 | 156 | 752 | ||||||||||||||||||
Other Debt Securities |
(241 | ) | 145 | (96 | ) | (382 | ) | 313 | (69 | ) | ||||||||||||||
Equity Securities |
14 | (14 | ) | | 47 | 5 | 52 | |||||||||||||||||
Federal Funds Sold |
(154 | ) | 54 | (100 | ) | (368 | ) | 222 | (146 | ) | ||||||||||||||
Interest-Earning Deposits |
| (1 | ) | (1 | ) | 2 | (2 | ) | | |||||||||||||||
Total Interest Income |
7,739 | 7,932 | 15,671 | 13,387 | 17,100 | 30,487 | ||||||||||||||||||
Interest Expense: |
||||||||||||||||||||||||
Money Market Checking |
(340 | ) | 894 | 554 | (747 | ) | 2,007 | 1,260 | ||||||||||||||||
Savings |
(130 | ) | 62 | (68 | ) | (259 | ) | 117 | (142 | ) | ||||||||||||||
Time Deposits of $100,000 or More |
3,184 | 5,262 | 8,446 | 6,202 | 10,026 | 16,228 | ||||||||||||||||||
Other Time Deposits |
317 | 1,327 | 1,644 | 544 | 2,466 | 3,010 | ||||||||||||||||||
FHLB Advances and Other Borrowings |
829 | 245 | 1,074 | 608 | 555 | 1,163 | ||||||||||||||||||
Junior Subordinated Debentures |
| 397 | 397 | | 861 | 861 | ||||||||||||||||||
Total Interest Expense |
3,860 | 8,187 | 12,047 | 6,348 | 16,032 | 22,380 | ||||||||||||||||||
Change in Net Interest Income |
$ | 3,879 | $ | (255 | ) | $ | 3,624 | $ | 7,039 | $ | 1,068 | $ | 8,107 | |||||||||||
For the three months ended June 30, 2006 and 2005, net interest income before provision
for credit losses was $37.8 million and $34.1 million, respectively. The net interest spread and
net interest margin for the three months ended June 30, 2006 were 3.61 percent and 4.76 percent,
respectively, compared to 4.09 percent and 4.90 percent, respectively, for the three months ended
June 30, 2005.
Average interest-earning assets increased 13.9 percent to $3.18 billion for the three months
ended June 30, 2006 from $2.79 billion for the same period in 2005. Average gross loans increased
16.9 percent to $2.73 billion for the three months ended June 30, 2006 from $2.33 billion for the
same period in 2005, and average investment securities increased 1.8 percent to $425.4 million for
the three months ended June 30, 2006 from $417.7 million for the same period in 2005. Total loan
interest income increased by 36.2 percent for the three months ended June 30, 2006 due to the
increase in average gross loans outstanding and the increase in the average yield on loans from
7.34 percent for the three months ended June 30, 2005 to 8.56 percent for the same period in 2006.
The average interest rate charged on loans increased 122 basis points, reflecting the increase in
the average Wall Street Journal Prime Rate of 199 basis points from 5.91 percent for the three
months ended June 30, 2005 to 7.90 percent for the same period in 2006. The yield on average
interest-earning assets increased by 114 basis points from 6.84 percent for the three months ended
June 30, 2005 to 7.98 percent for the three months ended June 30, 2006, reflecting a shift in the
mix of interest-earning assets from 83.6 percent loans, 15.0 percent securities and 1.4 percent
other interest-earning assets for the three months ended June 30, 2005 to 85.8 percent loans, 13.4
percent securities and 0.8 percent other interest-earning assets for the same period in 2006.
The majority of interest-earning assets growth was funded by a $289.3 million, or 11.4
percent, increase in average total deposits. Total average interest-bearing liabilities grew by
19.4 percent to $2.34 billion for the three months ended June 30, 2006 compared to $1.96 billion
for the same period in 2005. The average interest rate paid for interest-bearing liabilities
increased by 162 basis points from 2.75 percent for the three months ended June 30, 2005 to 4.37
percent for the three months ended June 30, 2006. This increase was primarily due to a higher cost
of funds as customers placed their funds in higher yielding certificates of deposit instead of core
deposits.
22
Table of Contents
For the six months ended June 30, 2006 and 2005, net interest income before provision for
credit losses was $74.1 million and $66.0 million, respectively. The net interest spread and net
interest margin for the six months ended June 30, 2006 were 3.69 percent and 4.81 percent,
respectively, compared to 4.05 percent and 4.81 percent, respectively, for the six months ended
June 30, 2005.
Average interest-earning assets increased 12.4 percent to $3.11 billion for the six months
ended June 30, 2006 from $2.77 billion for the same period in 2005. Average gross loans increased
15.4 percent to $2.64 billion for the six months ended June 30, 2006 from $2.29 billion for the
same period in 2005, and average investment securities increased 2.9 percent to $431.4 million for
the six months ended June 30, 2006 from $419.2 million for the same period in 2005. Total loan
interest income increased by 36.9 percent for the six months ended June 30, 2006 due to the
increase in average gross loans outstanding and the increase in the average yield on loans from
7.14 percent for the six months ended June 30, 2005 to 8.47 percent for the same period in 2006.
The average interest rate charged on loans increased 133 basis points, reflecting the increase in
the average Wall Street Journal Prime Rate of 198 basis points from 5.68 percent for the six months
ended June 30, 2005 to 7.66 percent for the same period in 2006. The yield on average
interest-earning assets increased by 125 basis points from 6.62 percent for the six months ended
June 30, 2005 to 7.87 percent for the six months ended June 30, 2006, reflecting a shift in the mix
of interest-earning assets from 82.7 percent loans, 15.2 percent securities and 2.1 percent other
interest-earning assets for the six months ended June 30, 2005 to 84.9 percent loans, 13.9 percent
securities and 1.2 percent other interest-earning assets for the same period in 2006.
The majority of interest-earning assets growth was funded by a $290.5 million, or 11.5
percent, increase in average total deposits. Total average interest-bearing liabilities grew by
17.2 percent to $2.28 billion for the six months ended June 30, 2006 compared to $1.94 billion for
the same period in 2005. The average interest rate paid for interest-bearing liabilities increased
by 161 basis points from 2.57 percent for the six months ended June 30, 2005 to 4.18 percent for
the six months ended June 30, 2006. This increase was primarily due to a higher cost of funds as
customers placed their funds in higher yielding certificates of deposit instead of core deposits.
Provision for Credit Losses
For the three months ended June 30, 2006, the provision for credit losses was $900,000,
compared to $450,000 for the three months ended June 30, 2005. The allowance for loan losses was
0.98 percent and 1.00 percent of total gross loans at June 30, 2006 and December 31, 2005,
respectively, with the increase in the dollar amount allowed for credit losses due to changes in
the classification of certain credits as well as growth in the loan portfolio, including growth in
loan types that historically have experienced charge-offs. Non-performing assets increased from
$10.1 million, or 0.30 percent of total assets, as of December 31, 2005 to $12.1 million, or 0.33
percent of total assets, as of June 30, 2006. The $291.6 million, or 11.8 percent, increase in the
loan portfolio and the $2.0 million, or 19.8 percent, increase in non-performing assets required
the provision to increase to $900,000 for the three months ended June 30, 2006 to maintain the
necessary allowance level.
For the six months ended June 30, 2006, the provision for credit losses was $3.9 million,
compared to $586,000 for the six months ended June 30, 2005.
23
Table of Contents
Non-Interest Income
The following tables set forth the various components of non-interest income for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 4,183 | $ | 3,868 | $ | 315 | 8.1 | % | ||||||||
Trade Finance Fees |
1,116 | 1,036 | 80 | 7.7 | % | |||||||||||
Remittance Fees |
532 | 550 | (18 | ) | (3.3 | %) | ||||||||||
Other Service Charges and Fees |
614 | 689 | (75 | ) | (10.9 | %) | ||||||||||
Bank-Owned Life Insurance Income |
215 | 210 | 5 | 2.4 | % | |||||||||||
Increase in Fair Value of Derivatives |
109 | 370 | (261 | ) | (70.5 | %) | ||||||||||
Other Income |
835 | 554 | 281 | 50.7 | % | |||||||||||
Gain on Sales of Loans |
1,311 | 56 | 1,255 | 2,241.1 | % | |||||||||||
Gain on Sales of Securities Available for Sale |
| 14 | (14 | ) | (100.0 | %) | ||||||||||
Total Non-Interest Income |
$ | 8,915 | $ | 7,347 | $ | 1,568 | 21.3 | % | ||||||||
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 8,414 | $ | 7,598 | $ | 816 | 10.7 | % | ||||||||
Trade Finance Fees |
2,187 | 1,981 | 206 | 10.4 | % | |||||||||||
Remittance Fees |
1,020 | 1,018 | 2 | 0.2 | % | |||||||||||
Other Service Charges and Fees |
1,148 | 1,268 | (120 | ) | (9.5 | %) | ||||||||||
Bank-Owned Life Insurance Income |
433 | 415 | 18 | 4.3 | % | |||||||||||
Increase in Fair Value of Derivatives |
334 | 789 | (455 | ) | (57.7 | %) | ||||||||||
Other Income |
1,478 | 1,175 | 303 | 25.8 | % | |||||||||||
Gain on Sales of Loans |
2,150 | 364 | 1,786 | 490.7 | % | |||||||||||
Gain on Sales of Securities Available for Sale |
5 | 96 | (91 | ) | (94.8 | %) | ||||||||||
Total Non-Interest Income |
$ | 17,169 | $ | 14,704 | $ | 2,465 | 16.8 | % | ||||||||
Non-interest income is earned from three major sources: service charges on deposit
accounts, fees generated from international trade finance and gain on sales of loans.
For the three months ended June 30, 2006, non-interest income was $8.9 million, an increase of
21.3 percent from $7.3 million for the three months ended June 30, 2005. The overall increase in
non-interest income is primarily due to expansion in the Banks loan and deposit portfolios.
Service charges on deposit accounts increased by $315,000, or 8.1 percent, from $3.9 million
for the three months ended June 30, 2005 to $4.2 million for three months ended June 30, 2006.
Service charge income on deposit accounts increased due to an increase in demand deposit
transaction volume. Service charges are regularly reviewed to maximize service charge income while
still maintaining a competitive position.
Fees generated from international trade finance increased by $80,000, or 7.7 percent, from
$1.0 million for the three months ended June 30, 2005 to $1.1 million for the three months ended
June 30, 2006 due to higher volume. Trade finance fees related primarily to import and export
letters of credit.
The changes in the fair value of derivatives are caused by movements in the indexes to which
interest rates on certain certificates of deposit are tied. In 2005, the Bank offered certificates
of deposit tied to either the Standard & Poors 500 Index or a basket of Asian currencies. The Bank
entered into swap transactions to hedge the market risk associated with such certificates of
deposit. The swaps and the related derivatives embedded in the certificates of deposit are
accounted for at fair value. The increase in the fair value of the swaps of $109,000 and $370,000
recorded in non-interest income for the three months ended June 30, 2006 and 2005, respectively,
are partially offset by changes in the fair value of the embedded derivatives recorded in
non-interest expenses.
Other income increased by $281,000, or 50.7 percent, from $554,000 for the three months ended
June 30, 2005 to $835,000 for three months ended June 30, 2006 due primarily to increases in credit
card related fee income and commission fee income from sales of insurance products.
24
Table of Contents
Gain on sales of loans increased from $56,000 for the three months ended June 30, 2005 to $1.3
million for the three months ended June 30, 2006. The increase in gain on sales of loans resulted
primarily from an increase of $22.4 million in sales activity for SBA loans. The guaranteed portion
of a substantial percentage of SBA loans is sold in the secondary markets, and servicing rights are
retained.
For the six months ended June 30, 2006, non-interest income was $17.2 million, an increase of
16.8 percent from $14.7 million for the six months ended June 30, 2005. The overall increase in
non-interest income is primarily due to expansion in the Banks loan and deposit portfolios.
Service charges on deposit accounts increased by $816,000, or 10.7 percent, from $7.6 million
for the six months ended June 30, 2005 to $8.4 million for six months ended June 30, 2006. Service
charge income on deposit accounts increased due to an increase in demand deposit transaction
volume. Service charges are regularly reviewed to maximize service charge income while still
maintaining a competitive position.
Fees generated from international trade finance increased by $206,000, or 10.4 percent, from
$2.0 million for the six months ended June 30, 2005 to $2.2 million for the six months ended June
30, 2006 due to higher volume. Trade finance fees related primarily to import and export letters of
credit.
The changes in the fair value of derivatives are caused by movements in the indexes to which
interest rates on certain certificates of deposit are tied. In 2005, the Bank offered certificates
of deposit tied to either the Standard & Poors 500 Index or a basket of Asian currencies. The Bank
entered into swap transactions to hedge the market risk associated with such certificates of
deposit. The swaps and the related derivatives embedded in the certificates of deposit are
accounted for at fair value. The increase in the fair value of the swaps of $334,000 and $789,000
recorded in non-interest income for the six months ended June 30, 2006 and 2005, respectively, are
partially offset by changes in the fair value of the embedded derivatives recorded in non-interest
expenses.
Other income increased by $303,000, or 25.8 percent, from $1.2 million for the six months
ended June 30, 2005 to $1.5 million for six months ended June 30, 2006 due primarily to increases
in credit card related fee income and commission fee income from sales of insurance products.
Gain on sales of loans increased from $364,000 for the six months ended June 30, 2005 to $2.2
million for the six months ended June 30, 2006. The increase in gain on sales of loans resulted
primarily from an increase of $32.1 million in sales activity for SBA loans. The guaranteed portion
of a substantial percentage of SBA loans is sold in the secondary markets, and servicing rights are
retained.
Non-Interest Expenses
The following tables set forth the breakdown of non-interest expenses for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 10,691 | $ | 8,545 | $ | 2,146 | 25.1 | % | ||||||||
Occupancy and Equipment |
2,558 | 2,171 | 387 | 17.8 | % | |||||||||||
Data Processing |
1,218 | 1,245 | (27 | ) | (2.2 | %) | ||||||||||
Advertising and Promotion |
811 | 563 | 248 | 44.0 | % | |||||||||||
Supplies and Communications |
576 | 729 | (153 | ) | (21.0 | %) | ||||||||||
Professional Fees |
492 | 560 | (68 | ) | (12.1 | %) | ||||||||||
Amortization of Core Deposit Intangible |
605 | 714 | (109 | ) | (15.3 | %) | ||||||||||
Decrease in Fair Value of Embedded Options |
112 | 2 | 110 | 5,500.0 | % | |||||||||||
Other Operating Expenses |
2,353 | 2,192 | 161 | 7.3 | % | |||||||||||
Merger-Related Expenses |
| (509 | ) | 509 | (100.0 | %) | ||||||||||
Total Non-Interest Expenses |
$ | 19,416 | $ | 16,212 | $ | 3,204 | 19.8 | % | ||||||||
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Table of Contents
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 19,852 | $ | 17,712 | $ | 2,140 | 12.1 | % | ||||||||
Occupancy and Equipment |
4,876 | 4,402 | 474 | 10.8 | % | |||||||||||
Data Processing |
2,433 | 2,410 | 23 | 1.0 | % | |||||||||||
Advertising and Promotion |
1,457 | 1,257 | 200 | 15.9 | % | |||||||||||
Supplies and Communications |
1,212 | 1,308 | (96 | ) | (7.3 | %) | ||||||||||
Professional Fees |
1,160 | 1,039 | 121 | 11.6 | % | |||||||||||
Amortization of Core Deposit Intangible |
1,230 | 1,446 | (216 | ) | (14.9 | %) | ||||||||||
Decrease in Fair Value of Embedded Options |
214 | 575 | (361 | ) | (62.8 | %) | ||||||||||
Other Operating Expenses |
4,421 | 3,977 | 444 | 11.2 | % | |||||||||||
Merger-Related Expenses |
| (509 | ) | 509 | (100.0 | %) | ||||||||||
Total Non-Interest Expenses |
$ | 36,855 | $ | 33,617 | $ | 3,238 | 9.6 | % | ||||||||
For the three months ended June 30, 2006 and 2005, non-interest expenses were $19.4
million and $16.2 million, respectively. The efficiency ratio
(non-interest expenses (excluding merger-related expenses) divided by the
sum of net interest income before provision for credit losses and non-interest income) for the
second quarter of 2006 was 41.59 percent, compared to 40.30 percent for the same quarter in 2005.
Salaries and employee benefits were $10.7 million for the three months ended June 30, 2006,
representing an increase of $2.1 million, or 25.1 percent, compared to $8.5 million for the three
months ended June 30, 2005. Salaries and employee benefits increased due to annual salary
increases, additional stock-based compensation reflecting stock options granted and an increase in
vacation accruals.
Occupancy and equipment expense was $2.6 million for the three months ended June 30, 2006,
representing an increase of $387,000, or 17.8 percent, compared to $2.2 million for the three
months ended June 30, 2005. The increase was due to additional office space leased, including six
loan production offices.
Advertising and promotion expense was $811,000 for the three months ended June 30, 2006,
representing an increase of $248,000, or 44.0 percent, compared to $563,000 for the three months
ended June 30, 2005. The increase was due to ongoing promotional activities within the local
community.
Supplies and communication expense was $576,000 for the three months ended June 30, 2006,
representing an decrease of $153,000, or 21.0 percent, compared to $729,000 for the three months
ended June 30, 2005. The decrease was due primarily to lower telephone and postage expense.
Other operating expenses for the three months ended June 30, 2006 increased $161,000, or 7.3
percent, to $2.4 million from $2.2 million for the three months ended June 30, 2005. The increase
is primarily attributable to amortization expense of $165,000 related to the termination in the
fourth quarter of 2005 of interest rate swaps that had unrealized losses.
For the six months ended June 30, 2006 and 2005, non-interest expenses were $36.9 million and
$33.6 million, respectively. The efficiency ratio (non-interest expenses (excluding merger-related expenses) divided by the sum of net
interest income before provision for credit losses and non-interest income) for the six months
ended June 30, 2006 was 40.37 percent, compared to 42.28 percent for the same period in 2005.
Salaries and employee benefits were $19.9 million for the six months ended June 30, 2006,
representing an increase of $2.1 million, or 12.1 percent, compared to $17.7 million for the six
months ended June 30, 2005. Salaries and employee benefits increased due to annual salary
increases, additional stock-based compensation reflecting stock options granted and an increase in
vacation accruals.
Occupancy and equipment expense was $4.9 million for the six months ended June 30, 2006,
representing an increase of $474,000, or 10.8 percent, compared to $4.4 million for the six months
ended June 30, 2005. The increase was due to additional office space leased.
26
Table of Contents
Advertising and promotion expense was $1.5 million for the six months ended June 30, 2006,
representing an increase of $200,000, or 15.9 percent, compared to $1.3 million for the six months
ended June 30, 2005. The increase was due to ongoing promotional activities within the local
community.
Other operating expenses for the six months ended June 30, 2006 increased $444,000, or 11.2
percent, to $4.4 million from $4.0 million for the six months ended June 30, 2005. The increase is
primarily attributable to amortization expense of $408,000 related to the termination in the fourth
quarter of 2005 of interest rate swaps that had unrealized losses.
Income Taxes
For the three months ended June 30, 2006, income taxes of $10.4 million were recognized on
pre-tax income of $26.4 million, representing an effective tax rate of 39.5 percent, compared to
income taxes of $9.8 million recognized on pre-tax income of $24.8 million, representing an
effective tax rate of 39.4 percent, for the three months ended June 30, 2005.
For the six months ended June 30, 2006, income taxes of $19.8 million were recognized on
pre-tax income of $50.6 million, representing an effective tax rate of 39.2 percent, compared to
income taxes of $18.1 million recognized on pre-tax income of $46.5 million, representing an
effective tax rate of 39.0 percent, for the six months ended June 30, 2005.
FINANCIAL CONDITION
Summary of Changes in Balance Sheets June 30, 2006 Compared to December 31, 2005
As of June 30, 2006, total assets were $3.62 billion, an increase of $210.1 million, or 6.2
percent, from the December 31, 2005 balance of
$3.41 billion. The increase in assets was primarily funded by FHLB advances and overnight Federal funds purchased, which increased by $110.5 million,
or 238.6 percent, to $156.9 million at June 30, 2006 from $46.3 million at December 31, 2005. In
addition, deposits increased $68.9 million, or 2.4 percent, from $2.83 billion as of December 31,
2005 to $2.90 billion as of June 30, 2006. As of June 30, 2006 and December 31, 2005, loans
receivable (including loans held for sale), net of deferred loan fees and allowance for loan
losses, totaled $2.76 billion and $2.47 billion, respectively, an increase of $291.6 million, or
11.8 percent. Investment securities decreased $33.9 million, or 7.6 percent, to $410.0 million at
June 30, 2006 from $443.9 million at December 31, 2005.
Investment Portfolio
Securities are classified as held to maturity or available for sale in accordance with
Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments
in Debt and Equity Securities. Those securities that we have the ability and intent to hold to
maturity are classified as held to maturity. All other securities are classified as available
for sale. There were no trading securities at June 30, 2006 or December 31, 2005. Securities
classified as held to maturity are stated at cost, adjusted for amortization of premiums and
accretion of discounts, and available for sale securities are stated at fair value. The securities
currently held consist primarily of U.S. Government agency securities, mortgage-backed securities,
collateralized mortgage obligations and municipal bonds.
27
Table of Contents
As of June 30, 2006, securities held to maturity totaled $1.0 million and securities available
for sale totaled $409.0 million, compared to $1.0 million and $442.9 million, respectively, at
December 31, 2005.
June 30, 2006 | December 31, 2005 | |||||||||||||||||||||||
Unrealized | Unrealized | |||||||||||||||||||||||
Amortized | Fair | Gain | Amortized | Fair | Gain | |||||||||||||||||||
Cost | Value | (Loss) | Cost | Value | (Loss) | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Held to Maturity: |
||||||||||||||||||||||||
Municipal Bonds |
$ | 693 | $ | 693 | $ | | $ | 692 | $ | 692 | $ | | ||||||||||||
Mortgage-Backed Securities |
339 | 338 | (1 | ) | 357 | 359 | 2 | |||||||||||||||||
Total Held to Maturity |
$ | 1,032 | $ | 1,031 | $ | (1 | ) | $ | 1,049 | $ | 1,051 | $ | 2 | |||||||||||
Available for Sale: |
||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 135,225 | $ | 130,570 | $ | (4,655 | ) | $ | 149,311 | $ | 147,268 | $ | (2,043 | ) | ||||||||||
U.S. Government Agency Securities |
124,689 | 121,850 | (2,839 | ) | 129,589 | 127,813 | (1,776 | ) | ||||||||||||||||
Collateralized Mortgage Obligations |
75,705 | 73,157 | (2,548 | ) | 83,068 | 81,456 | (1,612 | ) | ||||||||||||||||
Municipal Bonds |
70,715 | 70,809 | 94 | 71,536 | 73,220 | 1,684 | ||||||||||||||||||
Corporate Bonds |
8,163 | 7,799 | (364 | ) | 8,235 | 8,053 | (182 | ) | ||||||||||||||||
Other Securities |
4,999 | 4,833 | (166 | ) | 4,999 | 5,053 | 54 | |||||||||||||||||
Total Available for Sale |
$ | 419,496 | $ | 409,018 | $ | (10,478 | ) | $ | 446,738 | $ | 442,863 | $ | (3,875 | ) | ||||||||||
The amortized cost and estimated fair value of investment securities at June 30, 2006, by
contractual maturity, are shown below. Although mortgage-backed securities and collateralized
mortgage obligations have contractual maturities through 2036, expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Available for Sale | Held to Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Within One Year |
$ | 9,997 | $ | 9,822 | $ | | $ | | ||||||||
Over One Year Through Five Years |
129,649 | 126,424 | | | ||||||||||||
Over Five Years Through Ten Years |
7,754 | 7,758 | 693 | 693 | ||||||||||||
Over Ten Years |
61,166 | 61,287 | | | ||||||||||||
208,566 | 205,291 | 693 | 693 | |||||||||||||
Mortgage-Backed Securities |
135,225 | 130,570 | 339 | 338 | ||||||||||||
Collateralized Mortgage Obligations |
75,705 | 73,157 | | | ||||||||||||
210,930 | 203,727 | 339 | 338 | |||||||||||||
$ | 419,496 | $ | 409,018 | $ | 1,032 | $ | 1,031 | |||||||||
Investment
securities decreased $33.9 million, or 7.6 percent, from
$443.9 million as of
December 31, 2005 to $410.1 million as of June 30, 2006, as the portfolio experienced normal
amortization.
Loan Portfolio
All loans are carried at face amount, less principal repayments collected, net of deferred
loan fees and the allowance for loan losses. Interest on all loans is accrued daily on a simple
interest basis. Once a loan is placed on non-accrual status, the accrual of interest is
discontinued and previously accrued interest is reversed. Loans are placed on non-accrual status
when principal and interest on a loan is past due 90 days or more, unless a loan is both well
secured and in the process of collection.
28
Table of Contents
The following table shows the loan composition by type, including loans held for sale, as of
the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
$ | 756,620 | $ | 733,650 | $ | 22,970 | 3.1 | % | ||||||||
Construction |
185,243 | 152,080 | 33,163 | 21.8 | % | |||||||||||
Residential Property (1) |
87,599 | 88,442 | (843 | ) | (1.0 | %) | ||||||||||
Total Real Estate Loans |
1,029,462 | 974,172 | 55,290 | 5.7 | % | |||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term Loans |
1,087,611 | 945,210 | 142,401 | 15.1 | % | |||||||||||
Commercial Lines of Credit |
253,893 | 224,271 | 29,622 | 13.2 | % | |||||||||||
SBA Loans |
195,031 | 155,491 | 39,540 | 25.4 | % | |||||||||||
International Loans |
126,914 | 106,520 | 20,394 | 19.1 | % | |||||||||||
Total Commercial and Industrial Loans |
1,663,449 | 1,431,492 | 231,957 | 16.2 | % | |||||||||||
Consumer Loans |
98,974 | 92,154 | 6,820 | 7.4 | % | |||||||||||
Total Loans Gross |
2,791,885 | 2,497,818 | 294,067 | 11.8 | % | |||||||||||
Deferred Loan Fees |
(3,915 | ) | (3,775 | ) | (140 | ) | 3.7 | % | ||||||||
Allowance for Loan Losses |
(27,250 | ) | (24,963 | ) | (2,287 | ) | 9.2 | % | ||||||||
Net Loans Receivable |
$ | 2,760,720 | $ | 2,469,080 | $ | 291,640 | 11.8 | % | ||||||||
(1) | Amount includes loans held for sale, at the lower of cost or market, of $0 and $1.1 million at June 30, 2006 and December 31, 2005, respectively. |
At June 30, 2006 and December 31, 2005, loans receivable (including loans held for sale),
net of deferred loan fees and allowance for loan losses, totaled $2.76 billion and $2.47 billion,
respectively, an increase of $291.6 million, or 11.8 percent. Real estate loans, composed of
commercial property, residential property and construction loans, increased $55.3 million, or 5.7
percent, to $1,029.5 million at June 30, 2006 from $974.2 million at December 31, 2005,
representing 36.9 percent and 39.0 percent, respectively, of the total loan portfolio. Total
commercial and industrial loans, composed of domestic commercial property, trade financing, SBA
loans and lines of credit, increased $232.0 million, or 16.2 percent, to $1.66 billion at June 30,
2006 from $1.43 billion at December 31, 2005, representing 59.6 percent and 57.3 percent,
respectively, of the total loan portfolio. Consumer loans increased $6.8 million, or 7.4 percent,
to $99.0 million at June 30, 2006 from $92.2 million at December 31, 2005. This activity reflects
our emphasis on commercial and industrial lending.
As of June 30, 2006, there was $347.4 million of loans outstanding, or 12.4 percent of total
gross loans outstanding, to borrowers who were involved in the accommodation/hospitality industry.
There was no other concentration of loans to any one type of industry exceeding 10 percent of total
gross loans.
Non-Performing Assets
Non-performing assets consist of loans on non-accrual status, loans 90 days or more past due
and still accruing interest, loans restructured where the terms of repayment have been renegotiated
resulting in a reduction or deferral of interest or principal, and other real estate owned
(OREO). 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. Loans
may be restructured by management when a borrower has experienced some change in financial status,
causing an inability to meet the original repayment terms, and where we believe the borrower
eventually will overcome those circumstances and repay the loan in full. OREO consists of
properties acquired by foreclosure or similar means that management intends to offer for sale.
Managements classification of a loan as non-accrual is an indication that there is reasonable
doubt as to the full collectibility of principal or interest on the loan; at this point, we stop
recognizing income from the interest on the loan and reverse any uncollected interest that had been
accrued but unpaid. These loans may or may not be collateralized, but collection efforts are
continuously pursued.
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The table below shows the composition of non-performing assets as of the dates indicated.
June 30, | December 31, | Increase | ||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Non-Accrual Loans |
$ | 12,001 | $ | 10,122 | $ | 1,879 | 18.6 | % | ||||||||
Loans 90 Days or More Past Due and Still Accruing |
135 | 9 | 126 | N/M | ||||||||||||
Total Non-Performing Loans |
12,136 | 10,131 | 2,005 | 19.8 | % | |||||||||||
Other Real Estate Owned |
| | | | ||||||||||||
Total Non-Performing Assets |
$ | 12,136 | $ | 10,131 | $ | 2,005 | 19.8 | % | ||||||||
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
Provisions to the allowance for loan losses are made quarterly to recognize probable loan
losses. The quarterly provision is based on the allowance need, which is calculated using a formula
designed to provide adequate allowances for inherent probable losses. The formula is composed of
various components. The allowance is determined by assigning specific allowances for all impaired
loans. All loans that are not classified are then given certain allocations according to type with
larger percentages applied to loans deemed to be of a higher risk. These percentages are determined
based on the prior loss history by type of loan, adjusted for current economic factors.
The allowance for loan losses and allowance for off-balance sheet items are maintained at
levels that management believes are adequate to absorb probable loan losses inherent in various
financial instruments. The adequacy of each of the allowance and the reserve is determined through
periodic evaluations of the loan portfolio and other pertinent factors, which are inherently
subjective as the process calls for various significant estimates and assumptions. Among other
factors, the estimates involve the amounts and timing of expected future cash flows and fair value
of collateral on impaired loans, estimated losses on loans based on historical loss experience,
various qualitative factors, and uncertainties in estimating losses and inherent risks in the
various credit portfolios, which may be subject to substantial change.
On a quarterly basis, we utilize a classification migration model and individual loan review
analysis tools as starting points for determining the adequacy of the allowance for loan losses and
allowance for off-balance sheet items. Our loss migration analysis tracks twelve quarters of loan
losses to determine historical loss experience in every classification category (i.e., pass,
special mention, substandard and doubtful) for each loan type, except consumer loans
(automobile, mortgage and credit cards), which are analyzed as homogeneous loan pools. 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
assignments are made based on general and specific economic conditions, as well as performance
trends within specific portfolio segments and individual concentrations of credit.
As of June 30, 2006, the allowance for loan losses was $27.3 million, an increase of $2.3
million, or 9.2 percent, compared to $25.0 million at December 31, 2005. The increase in the
allowance for loan losses reflects changes in the classification of certain credits as well as
growth in the loan portfolio, including loan types that historically have experienced charge-offs.
As of June 30, 2006 and December 31, 2005, the allowance for off-balance sheet items was $2.1
million.
The loan loss estimation, based on historical losses, and specific allocations of the
allowance are performed on a quarterly basis. Adjustments to allowance allocations for specific
segments of the loan portfolio may be made as a result thereof, based on the accuracy of forecasted
loss amounts and other loan-related or policy-related issues.
30
Table of Contents
We determine the appropriate overall allowance for loan losses and allowance for off-balance
sheet items based on the foregoing analysis, taking into account managements judgment. The
allowance methodology is reviewed on a periodic basis and modified as appropriate. Based on this
analysis, including the aforementioned factors, we believe that the allowance for loan losses and
allowance for off-balance sheet items are adequate as of June 30, 2006 and December 31, 2005.
As of and for the | ||||||||||||
Three Months Ended | ||||||||||||
June 30, | March 31, | December 31, | ||||||||||
2006 | 2006 | 2005 | ||||||||||
(Dollars in Thousands) | ||||||||||||
Allowance for Loan Losses: |
||||||||||||
Balance at Beginning of Period |
$ | 26,703 | $ | 24,963 | $ | 24,523 | ||||||
Actual Charge-Offs |
(1,053 | ) | (1,328 | ) | (1,356 | ) | ||||||
Recoveries on Loans Previously Charged Off |
700 | 108 | 250 | |||||||||
Net Loan Charge-Offs |
(353 | ) | (1,220 | ) | (1,106 | ) | ||||||
Provision Charged to Operating Expenses |
900 | 2,960 | 1,546 | |||||||||
Balance at End of Period |
$ | 27,250 | $ | 26,703 | $ | 24,963 | ||||||
Allowance for Off-Balance Sheet Items: |
||||||||||||
Balance at Beginning of Period |
$ | 2,130 | $ | 2,130 | $ | 2,024 | ||||||
Provision Charged to Operating Expenses |
| | 106 | |||||||||
Balance at End of Period |
$ | 2,130 | $ | 2,130 | $ | 2,130 | ||||||
Ratios: |
||||||||||||
Net Loan Charge-Offs to Average Total Gross Loans (1) |
0.05 | % | 0.19 | % | 0.18 | % | ||||||
Net Loan Charge-Offs to Total Gross Loans at End of Period (1) |
0.05 | % | 0.19 | % | 0.18 | % | ||||||
Allowance for Loan Losses to Average Total Gross Loans |
1.00 | % | 1.05 | % | 1.00 | % | ||||||
Allowance for Loan Losses to Total Gross Loans at End of Period |
0.98 | % | 1.00 | % | 1.00 | % | ||||||
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
5.20 | % | 18.53 | % | 17.58 | % | ||||||
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
39.22 | % | 41.22 | % | 66.95 | % | ||||||
Allowance for Loan Losses to Non-Performing Loans |
224.54 | % | 259.48 | % | 246.40 | % | ||||||
Balances: |
||||||||||||
Average Total Gross Loans Outstanding During Period |
$ | 2,733,112 | $ | 2,551,228 | $ | 2,498,947 | ||||||
Total Gross Loans Outstanding at End of Period |
$ | 2,791,885 | $ | 2,673,389 | $ | 2,497,818 | ||||||
Non-Performing Loans at End of Period |
$ | 12,136 | $ | 10,291 | $ | 10,131 |
(1) | Net loan charge-offs are annualized to calculate the ratios. |
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Table of Contents
As of and for the | ||||||||
Six Months Ended | ||||||||
June 30, | June 30, | |||||||
2006 | 2005 | |||||||
(Dollars in Thousands) | ||||||||
Allowance for Loan Losses: |
||||||||
Balance at Beginning of Period |
$ | 24,963 | $ | 22,702 | ||||
Actual Charge-Offs |
(2,380 | ) | (2,981 | ) | ||||
Recoveries on Loans Previously Charged Off |
807 | 1,878 | ||||||
Net Loan Charge-Offs |
(1,573 | ) | (1,103 | ) | ||||
Provision Charged to Operating Expenses |
3,860 | 450 | ||||||
Balance at End of Period |
$ | 27,250 | $ | 22,049 | ||||
Allowance for Off-Balance Sheet Items: |
||||||||
Balance at Beginning of Period |
$ | 2,130 | $ | 1,800 | ||||
Provision Charged to Operating Expenses |
| 136 | ||||||
Balance at End of Period |
$ | 2,130 | $ | 1,936 | ||||
Ratios: |
||||||||
Net Loan Charge-Offs to Average Total Gross Loans (1) |
0.12 | % | 0.10 | % | ||||
Net Loan Charge-Offs to Total Gross Loans at End of Period (1) |
0.11 | % | 0.09 | % | ||||
Allowance for Loan Losses to Average Total Gross Loans |
1.03 | % | 0.96 | % | ||||
Allowance for Loan Losses to Total Gross Loans at End of Period |
0.98 | % | 0.91 | % | ||||
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
11.64 | % | 10.09 | % | ||||
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
40.75 | % | 245.11 | % | ||||
Allowance for Loan Losses to Non-Performing Loans |
224.54 | % | 361.64 | % | ||||
Balances: |
||||||||
Average Total Gross Loans Outstanding During Period |
$ | 2,642,673 | $ | 2,292,037 | ||||
Total Gross Loans Outstanding at End of Period |
$ | 2,791,885 | $ | 2,430,544 | ||||
Non-Performing Loans at End of Period |
$ | 12,136 | $ | 6,097 |
(1) | Net loan charge-offs are annualized to calculate the ratios. |
The ratio of the allowance for loan losses to total gross loans decreased by 0.02 percent
to 0.98 percent at June 30, 2006, compared to 1.00 percent at December 31, 2005. The decrease is
attributable to relatively rapid loan growth, compared to slower growth of specific allowances
associated with the non-accrual loans. The decrease in allowances associated with non-accrual loans
at June 30, 2006 is attributable to stronger collateral arrangements that reduce the loss potential
associated with the non-accrual loans.
We concentrate the majority of our interest-earning assets in loans. In all forms of lending,
there are inherent risks. We concentrate the preponderance of our loan portfolio in commercial
loans and real estate loans. A small part of the portfolio is represented by consumer loans,
primarily for the purchase of automobiles. While we believe that our underwriting criteria are
prudent, outside factors can adversely impact credit quality.
A portion of the portfolio is represented by loans guaranteed by the SBA, which further
reduces the potential for loss. We also utilize credit review in an effort to maintain loan
quality. Loans are reviewed throughout the year with special attention given to new loans and those
loans that are classified as special mention and worse. In addition to our internal grading
system, loans criticized by this credit review are downgraded with appropriate allowances added if
required.
As indicated above, we formally assess the adequacy of the allowance on a quarterly basis by:
| reviewing the adversely graded, delinquent or otherwise questionable loans; | ||
| generating an estimate of the loss potential in each such loan; | ||
| adding a risk factor for industry, economic or other external factors; and | ||
| evaluating the present status of each loan. |
Although management believes the allowance is adequate to absorb losses as they arise, no
assurance can be given that we will not sustain losses in any given period, which could be
substantial in relation to the size of the allowance.
32
Table of Contents
Deposits
The following table shows the composition of deposits by type as of the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2006 | 2005 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Deposits: |
||||||||||||||||
Demand Noninterest-Bearing |
$ | 778,445 | $ | 738,618 | $ | 39,827 | 5.4 | % | ||||||||
Interest-Bearing: |
||||||||||||||||
Money Market Checking |
440,970 | 526,171 | (85,201 | ) | (16.2 | %) | ||||||||||
Savings |
110,492 | 121,574 | (11,082 | ) | (9.1 | %) | ||||||||||
Time Deposits of $100,000 or More |
1,287,257 | 1,161,950 | 125,307 | 10.8 | % | |||||||||||
Other Time Deposits |
277,848 | 277,801 | 47 | | ||||||||||||
Total Deposits |
$ | 2,895,012 | $ | 2,826,114 | $ | 68,898 | 2.4 | % | ||||||||
Demand deposits increased $39.8 million, or 5.4 percent, to $778.4 million at June 30,
2006 from $738.6 million at December 31, 2005. This increase was due to continued efforts to
increase the net interest margin by changing the deposit composition mix between interest-bearing
and noninterest-bearing accounts. Money market checking and savings decreased $85.2 million, or
16.2 percent, and $11.1 million, or 9.1 percent, respectively, to $441.0 million and $110.5
million, respectively, at June 30, 2006 from $526.2 million and $121.6 million, respectively, at
December 31, 2005. These accounts decreased because customers shifted their balances into higher
yielding certificates of deposit. Time deposits of $100,000 or more increased $125.3 million, or
10.8 percent, to $1.29 billion at June 30, 2006 from $1.16 billion at December 31, 2005. This
growth reflects the shift away from low-yielding accounts that normally occurs as interest rates
rise and depositors take advantage of the greater interest rate differentials available in the
market.
FHLB Advances and Other Borrowings
FHLB advances and other borrowings consist primarily of advances from the FHLB and overnight
Federal funds. At June 30, 2006 and December 31, 2005, advances from the FHLB were $113.3 million
and $43.5 million, respectively. Overnight Federal funds totaled $41.0 million at June 30, 2006.
There were no overnight Federal funds as of December 31, 2005. Among the FHLB advances and other
borrowings at June 30, 2006, short-term borrowings with a remaining maturity of less than one year
were $88.6 million, and the weighted-average interest rate thereon was 5.19 percent.
INTEREST RATE RISK MANAGEMENT
Interest rate risk refers to our exposure to market interest rate fluctuations. The movement
of interest rates directly and inversely affects the economic value of fixed-income assets, which
is the present value of future cash flow discounted by the current interest rate. Under the same
conditions, the higher the current interest rate, the higher the denominator of discounting.
Interest rate risk management is intended to decrease or increase the level of our exposure to
fluctuations in market interest rate. The level of interest rate risk can be managed through the
changing of gap positions and the volume of fixed-income assets and liabilities. For successful
management of interest rate risk, we use various methods to measure existing and future interest
rate risk exposures. In addition to regular reports used in business operations, repricing gap
analysis, stress testing and simulation modeling are the main measurement techniques used to
quantify interest rate risk exposure.
33
Table of Contents
The following table shows the status of the gap position as of June 30, 2006:
After Three | After One | |||||||||||||||||||||||
Within | Months | Year But | Non- | |||||||||||||||||||||
Three | But Within | Within Five | After Five | Interest- | ||||||||||||||||||||
Months | One Year | Years | Years | Sensitive | Total | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Cash and Due From Banks |
$ | | $ | | $ | | $ | | $ | 110,271 | $ | 110,271 | ||||||||||||
Federal Funds Sold and Securities
Purchased Under Agreements to
Resell |
1,100 | | | | | 1,100 | ||||||||||||||||||
FRB and FHLB Stock |
| | | 24,603 | | 24,603 | ||||||||||||||||||
Securities: |
||||||||||||||||||||||||
Fixed Rate |
10,419 | 18,778 | 213,902 | 117,626 | | 360,725 | ||||||||||||||||||
Floating Rate |
10,527 | 581 | 33,384 | 4,833 | | 49,325 | ||||||||||||||||||
Loans: |
||||||||||||||||||||||||
Fixed Rate |
53,643 | 42,904 | 338,809 | 239,422 | | 674,778 | ||||||||||||||||||
Floating Rate |
1,899,785 | 22,151 | 179,490 | 3,680 | | 2,105,106 | ||||||||||||||||||
Non-Accrual |
| | | | 12,001 | 12,001 | ||||||||||||||||||
Deferred Loan Fees and Allowance
for Loan Losses |
| | | | (31,165 | ) | (31,165 | ) | ||||||||||||||||
Other Assets |
| 23,146 | | 7,719 | 286,696 | 317,561 | ||||||||||||||||||
Total Assets |
$ | 1,975,474 | $ | 107,560 | $ | 765,585 | $ | 397,883 | $ | 377,803 | $ | 3,624,305 | ||||||||||||
LIABILITIES AND
SHAREHOLDERS EQUITY |
||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Demand Deposits |
$ | 53,592 | $ | 155,882 | $ | 374,118 | $ | 194,853 | $ | | $ | 778,445 | ||||||||||||
Savings |
14,881 | 34,077 | 48,974 | 12,560 | | 110,492 | ||||||||||||||||||
Money Market Checking |
64,564 | 124,503 | 143,507 | 108,396 | | 440,970 | ||||||||||||||||||
Time Deposits: |
||||||||||||||||||||||||
Fixed Rate |
722,542 | 695,587 | 16,950 | 137 | | 1,435,216 | ||||||||||||||||||
Floating Rate |
129,889 | | | | | 129,889 | ||||||||||||||||||
FHLB Advances and Other Borrowings |
78,552 | 10,000 | 63,332 | 4,988 | | 156,872 | ||||||||||||||||||
Junior Subordinated Debentures |
82,406 | | | | | 82,406 | ||||||||||||||||||
Other Liabilities |
| | | | 38,629 | 38,629 | ||||||||||||||||||
Shareholders Equity |
| | | | 451,386 | 451,386 | ||||||||||||||||||
Total Liabilities and
Shareholders Equity |
$ | 1,146,426 | $ | 1,020,049 | $ | 646,881 | $ | 320,934 | $ | 490,015 | $ | 3,624,305 | ||||||||||||
Repricing Gap |
$ | 829,048 | $ | (912,489 | ) | $ | 118,704 | $ | 76,949 | $ | (112,212 | ) | $ | | ||||||||||
Cumulative Repricing Gap |
$ | 829,048 | $ | (83,441 | ) | $ | 35,263 | $ | 112,212 | $ | | $ | | |||||||||||
Cumulative Repricing Gap as a
Percentage of Total Assets |
22.87 | % | (2.30 | %) | 0.97 | % | 3.10 | % | | % | ||||||||||||||
Cumulative Repricing Gap as a
Percentage of Interest-Earning
Assets |
25.78 | % | (2.59 | %) | 1.10 | % | 3.49 | % | | % |
The repricing gap analysis measures the static timing of repricing risk of assets and
liabilities, i.e., a point-in-time analysis measuring the difference between assets maturing or
repricing in a period and liabilities maturing or repricing within the same time period. Assets are
assigned to maturity and repricing categories based on their expected repayment or repricing dates,
and liabilities are assigned based on their repricing or maturity dates. Core deposits that have no
maturity dates (demand deposits, savings and money market checking) are assigned to categories
based on expected decay rates.
On June 30, 2006, the cumulative repricing gap as a percentage of interest-earning assets in
the less-than-three month period was 25.78 percent. This was a decrease from the previous quarters
figure of 30.61 percent. The decrease was caused by growth in time deposits, including an increase
of $141.9 million in fixed rate time deposits maturing within three months, and by a decrease of
$55.9 million in floating rate loans maturing within three months. The cumulative repricing gap as
a percentage of interest-earning assets in the three to twelve-month period also decreased,
reaching (2.59) percent, reflecting the decrease in short-term liquid assets and increase in FHLB
advances and other borrowings. In terms of fixed and floating gap positions, which are used
internally to control repricing risk, the accumulated fixed gap position between assets and
liabilities as a percentage of interest-earning assets was (5.68) percent. The floating gap
position in the less-than-one year period was 0.46 percent.
34
Table of Contents
The following table summarizes the status of the gap position as of the dates indicated:
Less than Three Months | Three to Twelve Months | |||||||||||||||
June 30, | March 31, | June 30, | March 31, | |||||||||||||
2006 | 2006 | 2006 | 2006 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Cumulative Repricing Gap |
$ | 829,048 | $ | 954,662 | $ | (83,441 | ) | $ | (65,317 | ) | ||||||
Percentage of Total Assets |
22.87 | % | 27.16 | % | (2.30 | %) | (1.86 | %) | ||||||||
Percentage of Interest-Earning Assets |
25.78 | % | 30.61 | % | (2.59 | %) | (2.09 | %) |
The spread between interest income on interest-earning assets and interest expense on
interest-bearing liabilities is the principal component of net interest income, and interest rate
changes substantially affect our financial performance. We emphasize capital protection through
stable earnings rather than maximizing yield. In order to achieve stable earnings, we prudently
manage our assets and liabilities and closely monitor the percentage changes in net interest income
and equity value in relation to limits established within our guidelines.
From time to time, the Bank has offered certificate of deposit (CD) products that have
offered customers CD rates that are tied to market indexes, including the Standard & Poors 500
Index and a basket of foreign currencies. In order to hedge the market risk associated with the
embedded options inherent in them, the Bank has entered into equity and currency swap contracts
that are accounted for at market value. Management believes these swaps effectively hedge the
economic risk associated with these CD products, but the swaps do not qualify for hedge accounting
treatment under GAAP. The currency swap and related CDs matured during the three months ended
March 31, 2006.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity of the Bank is defined as the ability to supply cash as quickly as needed without
causing a severe deterioration in its profitability. The Banks liquidity consists primarily of
available cash positions, Federal funds sold and short-term investments categorized as trading
and/or available for sale securities, which can be disposed of without significant capital losses
in the ordinary course of business, plus borrowing capacities, which include Federal funds lines,
repurchase agreements and FHLB advances. Therefore, maintenance of high quality loans and
securities that can be used for collateral in repurchase agreements or other secured borrowings is
an important feature of our liquidity management.
Liquidity risk may increase when the Bank has few short-duration securities available for sale
and/or is not capable of raising funds as quickly as necessary at acceptable rates in the capital
or money markets. A heavy and sudden increase in cash demands for loans and/or deposits can tighten
the liquidity position. Several ratios are reviewed on a daily, monthly and quarterly basis to
manage the liquidity position and to preempt any liquidity crisis. Specific statistics, which
include the loans-to-assets ratio, off-balance sheet items and dependence on non-core deposits,
foreign deposits, lines of credit and liquid assets, are reviewed regularly for liquidity
management purposes.
The maintenance of a proper level of liquid assets is critical for both the liquidity and the
profitability of the Bank. Since the primary purpose of the investment portfolio is to ensure the
Bank has adequate liquidity, management maintains appropriate levels of liquid assets to avoid
exposure to higher than necessary liquidity risk.
Core deposits, expressed as a percentage of the Banks total assets, decreased to 32.6 percent
at June 30, 2006 from 35.2 percent at December 31, 2005, while short-term non-core funding as a
percentage of the Banks total assets increased to 45.1 percent at June 30, 2006 from 41.9 percent
at December 31, 2005. Off-balance sheet items, primarily unused credit lines, as a percentage of
the Banks total assets, decreased to 19.0 percent at June 30, 2006 from 19.7 percent at December
31, 2005. During the six months ended June 30, 2006, the Bank continued to see strong demand for
loans. Net loans as a percentage of total assets increased to 76.2 percent at June 30, 2006 from
72.3 percent at December 31, 2005.
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In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected
sources and uses of capital in conjunction with projected increases in assets and levels of risk.
Management considers, among other things, cash generated from operations, and access to capital
from financial markets or the issuance of additional securities, including common stock or notes,
to meet our capital needs. Total shareholders equity was $451.4 million at June 30, 2006, which
represented an increase of $24.7 million, or 5.8 percent, over total shareholders equity of $426.8
million at December 31, 2005.
The regulatory agencies require a minimum ratio of qualifying total capital to risk-adjusted
assets of 8.0 percent and a minimum ratio of Tier 1 capital to risk-adjusted assets of 4.0 percent.
In addition to the risk-based guidelines, regulators require banking organizations to maintain a
minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio, of 4.0
percent. For a bank rated in the highest of the five categories used by regulators to rate banks,
the minimum leverage ratio is 3.0 percent. In addition to these uniform risk-based capital
guidelines that apply across the industry, the regulators have the discretion to set individual
minimum capital requirements for specific institutions at rates significantly above the minimum
guidelines and ratios.
At June 30, 2006, Hanmi Financials Tier 1 capital (shareholders equity plus junior
subordinated debentures less intangible assets) was $323.0 million. This represented an increase of
$30.2 million, or 10.3 percent, over Tier 1 capital of $292.8 million at December 31, 2005. At June
30, 2006, Hanmi Financial had a ratio of total capital to total risk-weighted assets of 12.03
percent and a ratio of Tier 1 capital to total risk-weighted assets of 11.02 percent. The Tier 1
leverage ratio was 9.61 percent at June 30, 2006.
The capital ratios of Hanmi Financial and Hanmi Bank were as follows as of June 30, 2006:
Minimum | Minimum to Be | |||||||||||||||||||||||
Regulatory | Categorized as | |||||||||||||||||||||||
Actual | Requirement | Well Capitalized | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
Total Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 352,350 | 12.03 | % | $ | 234,392 | 8.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 352,723 | 12.05 | % | $ | 234,154 | 8.00 | % | $ | 292,692 | 10.00 | % | ||||||||||||
Tier 1 Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 322,971 | 11.02 | % | $ | 117,196 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 323,344 | 11.05 | % | $ | 117,077 | 4.00 | % | $ | 175,615 | 6.00 | % | ||||||||||||
Tier 1 Capital (to Average Total Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 322,971 | 9.61 | % | $ | 134,442 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 323,344 | 9.63 | % | $ | 134,323 | 4.00 | % | $ | 167,903 | 5.00 | % |
Dividends
On June 22, 2006, we declared a quarterly cash dividend of $0.06 per common share for the
second quarter of 2006. The dividend was paid on July 17, 2006. Future dividend payments are
subject to the future earnings and legal requirements and the discretion of the Board of Directors.
OFF-BALANCE SHEET ARRANGEMENTS
For a discussion of off-balance sheet arrangements, see Note 5 Off-Balance Sheet
Arrangements of Notes to Consolidated Financial Statements, Item 1. Business Small Business
Administration Guaranteed Loans and Item 1. Business Off-Balance Sheet Commitments in our
Annual Report on Form 10-K for the year ended December 31, 2005.
CONTRACTUAL OBLIGATIONS
There were no material changes to the contractual obligations described in our Annual Report
on Form 10-K for the year ended December 31, 2005.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures regarding market risks in Hanmi Banks portfolio,
see Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Interest Rate Risk Management and Liquidity and Capital Resources.
ITEM 4. CONTROLS AND PROCEDURES
As
of June 30, 2006, we carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures and internal controls over financial reporting.
Based upon that evaluation, we concluded that:
| Our disclosure controls and procedures were effective as of June 30, 2006; and | ||
| No change in our internal controls over financial reporting occurred during the quarter ended June 30, 2006, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting. |
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
controls and other procedures designed to ensure that information required to be disclosed in
Exchange Act reports is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed in
Exchange Act reports is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, Hanmi Financial or Hanmi Bank is a party to claims and legal proceedings
arising in the ordinary course of business. After taking into consideration information furnished
by counsel as to the current status of these claims or proceedings to which Hanmi Financial or
Hanmi Bank is a party, management is of the opinion that the ultimate aggregate liability
represented thereby, if any, will not have a material adverse effect on the financial condition or
results of operations of Hanmi Financial or Hanmi Bank.
ITEM 1A. RISK FACTORS
There were no material changes in the risk factors previously disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2005 that was filed on March 16, 2006.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2006, the Annual Meeting of Stockholders was called to vote on election of four
nominees to serve as Class I Directors of Hanmi Financial for terms of three years each. The number
of votes cast at the meeting as to each Director was as follows:
Votes | Votes | |||||||||||
Class I Director Nominees | For | Withheld | Unvoted | |||||||||
I Joon Ahn |
40,635,079 | 504,881 | 8,875,408 | |||||||||
Kraig A. Kupiec |
41,010,371 | 129,589 | 8,875,408 | |||||||||
Joon Hyung Lee |
40,635,981 | 503,983 | 8,875,408 | |||||||||
Joseph K. Rho |
39,451,548 | 1,688,412 | 8,875,408 |
The other directors, whose terms of office as a director continued after the meeting, were:
Class II Directors Terms Expire in 2007
M. Christian Mitchell
Sung Won Sohn, Ph.D.
Won R. Yoon
Sung Won Sohn, Ph.D.
Won R. Yoon
Class III Directors Terms Expire in 2008
Richard B. C. Lee
Chang Kyu Park
William J. Ruh
Chang Kyu Park
William J. Ruh
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit | ||
Number | Document | |
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements 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.
HANMI FINANCIAL CORPORATION | ||||||
Date: August 9, 2006
|
By: | /s/ Sung Won Sohn, Ph.D. | ||||
President and Chief Executive Officer | ||||||
By: | /s/ Michael J. Winiarski | |||||
Senior Vice President and Chief Financial Officer |
40