HANMI FINANCIAL CORP - Quarter Report: 2008 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2008
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,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate
by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the
Act).Yes o
No þ
As of August 1, 2008, there were 45,900,549 outstanding shares of the Registrants Common Stock.
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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EXHIBIT 10.16 | ||||||||
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 SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in Thousands, Except Share Data)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in Thousands, Except Share Data)
June 30, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS |
||||||||
Cash and Due From Banks |
$ | 110,222 | $ | 105,898 | ||||
Federal Funds Sold |
10,000 | 16,500 | ||||||
Cash and Cash Equivalents |
120,222 | 122,398 | ||||||
Securities Held to Maturity, at Amortized Cost (Fair Value: 2008 $925; 2007 $941) |
926 | 940 | ||||||
Securities Available for Sale, at Fair Value |
261,675 | 349,517 | ||||||
Loans Receivable, Net of Allowance for Loan Losses of $62,977 and $43,611 at June 30, 2008 and
December 31, 2007, Respectively |
3,280,744 | 3,234,762 | ||||||
Loans Held for Sale, at the Lower of Cost or Fair Value |
9,158 | 6,335 | ||||||
Customers Liability on Acceptances |
6,717 | 5,387 | ||||||
Premises and Equipment, Net |
20,801 | 20,800 | ||||||
Accrued Interest Receivable |
13,155 | 17,411 | ||||||
Other Real Estate Owned |
| 287 | ||||||
Servicing Assets |
4,328 | 4,336 | ||||||
Goodwill |
| 107,100 | ||||||
Other Intangible Assets |
5,882 | 6,908 | ||||||
Federal Reserve Bank Stock, at Cost |
11,733 | 11,733 | ||||||
Federal Home Loan Bank Stock, at Cost |
29,397 | 21,746 | ||||||
Bank-Owned Life Insurance |
24,998 | 24,525 | ||||||
Other Assets |
55,371 | 49,472 | ||||||
TOTAL ASSETS |
$ | 3,845,107 | $ | 3,983,657 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Noninterest-Bearing |
$ | 683,846 | $ | 680,282 | ||||
Interest-Bearing: |
||||||||
Savings |
93,747 | 93,099 | ||||||
Money Market Checking and NOW Accounts |
728,601 | 445,806 | ||||||
Time Deposits of $100,000 or More |
1,050,942 | 1,441,683 | ||||||
Other Time Deposits |
404,424 | 340,829 | ||||||
Total Deposits |
2,961,560 | 3,001,699 | ||||||
Accrued Interest Payable |
16,583 | 21,828 | ||||||
Acceptances Outstanding |
6,717 | 5,387 | ||||||
FHLB Advances and Other Borrowings |
500,107 | 487,164 | ||||||
Junior Subordinated Debentures |
82,406 | 82,406 | ||||||
Other Liabilities |
16,229 | 14,617 | ||||||
Total Liabilities |
3,583,602 | 3,613,101 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Common Stock, $.001 Par Value; Authorized 200,000,000 Shares; Issued 50,533,049 Shares
(45,900,549 Shares Outstanding) and 50,493,441 Shares (45,860,941 Shares Outstanding) at
June 30, 2008 and December 31, 2007, Respectively |
51 | 50 | ||||||
Additional Paid-In Capital |
348,777 | 348,073 | ||||||
Unearned Compensation |
(220 | ) | (245 | ) | ||||
Accumulated Other Comprehensive (Loss) Income Unrealized (Loss) Gain on Securities
Available for Sale, Interest-Only Strips and Interest Rate Swaps, Net of Income Taxes of
($285) and $527 at June 30, 2008 and December 31, 2007, Respectively |
(666 | ) | 275 | |||||
Retained (Deficit) Earnings |
(16,425 | ) | 92,415 | |||||
331,517 | 440,568 | |||||||
Less Treasury Stock, at Cost; 4,632,500 Shares at June 30, 2008 and December 31, 2007 |
(70,012 | ) | (70,012 | ) | ||||
Total Stockholders Equity |
261,505 | 370,556 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,845,107 | $ | 3,983,657 | ||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
1
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
INTEREST AND DIVIDEND INCOME: |
||||||||||||||||
Interest and Fees on Loans |
$ | 55,905 | $ | 65,212 | $ | 116,503 | $ | 127,773 | ||||||||
Taxable Interest on Investments |
2,579 | 3,374 | 5,695 | 6,905 | ||||||||||||
Tax-Exempt Interest on Investments |
662 | 762 | 1,421 | 1,526 | ||||||||||||
Dividends on Federal Home Loan Bank and Federal Reserve Bank Stock |
486 | 336 | 900 | 705 | ||||||||||||
Interest on Federal Funds Sold |
31 | 176 | 114 | 902 | ||||||||||||
Interest on Term Federal Funds Sold |
| | | 5 | ||||||||||||
Total Interest and Dividend Income |
59,663 | 69,860 | 124,633 | 137,816 | ||||||||||||
INTEREST EXPENSE: |
||||||||||||||||
Interest on Deposits |
20,487 | 26,797 | 45,334 | 52,986 | ||||||||||||
Interest on FHLB Advances and Other Borrowings |
3,944 | 2,919 | 8,421 | 5,090 | ||||||||||||
Interest on Junior Subordinated Debentures |
1,164 | 1,660 | 2,613 | 3,299 | ||||||||||||
Total Interest Expense |
25,595 | 31,376 | 56,368 | 61,375 | ||||||||||||
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
34,068 | 38,484 | 68,265 | 76,441 | ||||||||||||
Provision for Credit Losses |
19,229 | 3,023 | 37,050 | 9,155 | ||||||||||||
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |
14,839 | 35,461 | 31,215 | 67,286 | ||||||||||||
NON-INTEREST INCOME: |
||||||||||||||||
Service Charges on Deposit Accounts |
4,539 | 4,438 | 9,256 | 8,926 | ||||||||||||
Insurance Commissions |
1,384 | 1,279 | 2,699 | 2,404 | ||||||||||||
Trade Finance Fees |
825 | 1,177 | 1,690 | 2,467 | ||||||||||||
Remittance Fees |
539 | 520 | 1,044 | 991 | ||||||||||||
Other Service Charges and Fees |
703 | 574 | 1,419 | 1,190 | ||||||||||||
Bank-Owned Life Insurance Income |
234 | 229 | 474 | 459 | ||||||||||||
Change in Fair Value of Derivatives |
(41 | ) | 222 | 198 | 314 | |||||||||||
Other Income |
917 | 491 | 1,254 | 766 | ||||||||||||
Gain on Sales of Loans |
552 | 1,762 | 765 | 3,162 | ||||||||||||
Gain on Sales of Securities Available for Sale |
| | 618 | | ||||||||||||
Total Non-Interest Income |
9,652 | 10,692 | 19,417 | 20,679 | ||||||||||||
NON-INTEREST EXPENSES: |
||||||||||||||||
Salaries and Employee Benefits |
11,301 | 10,782 | 22,581 | 22,543 | ||||||||||||
Occupancy and Equipment |
2,792 | 2,571 | 5,574 | 5,083 | ||||||||||||
Data Processing |
1,698 | 1,665 | 3,232 | 3,228 | ||||||||||||
Professional Fees |
995 | 647 | 1,980 | 1,121 | ||||||||||||
Advertising and Promotion |
888 | 889 | 1,700 | 1,550 | ||||||||||||
Supplies and Communication |
623 | 704 | 1,327 | 1,292 | ||||||||||||
Amortization of Other Intangible Assets |
502 | 592 | 1,026 | 1,206 | ||||||||||||
Decrease in Fair Value of Embedded Options |
| 196 | | 196 | ||||||||||||
Other Operating Expenses |
3,251 | 3,444 | 6,218 | 6,240 | ||||||||||||
Impairment Loss on Goodwill |
107,393 | | 107,393 | | ||||||||||||
Total Non-Interest Expenses |
129,443 | 21,490 | 151,031 | 42,459 | ||||||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES |
(104,952 | ) | 24,663 | (100,399 | ) | 45,506 | ||||||||||
Provision for Income Taxes |
595 | 9,401 | 2,227 | 17,252 | ||||||||||||
NET INCOME (LOSS) |
$ | (105,547 | ) | $ | 15,262 | $ | (102,626 | ) | $ | 28,254 | ||||||
EARNINGS (LOSS) PER SHARE: |
||||||||||||||||
Basic |
$ | (2.30 | ) | $ | 0.32 | $ | (2.24 | ) | $ | 0.58 | ||||||
Diluted |
$ | (2.30 | ) | $ | 0.31 | $ | (2.24 | ) | $ | 0.58 | ||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||||||||||
Basic |
45,881,549 | 48,397,824 | 45,861,963 | 48,678,399 | ||||||||||||
Diluted |
45,881,549 | 48,737,574 | 45,861,963 | 49,110,835 | ||||||||||||
DIVIDENDS DECLARED PER SHARE |
$ | 0.03 | $ | 0.06 | $ | 0.09 | $ | 0.12 |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
2
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Dollars in Thousands)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Dollars in Thousands)
Common Stock Number of Shares | Stockholders Equity | |||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Additional | Other | Retained | Treasury | Total | ||||||||||||||||||||||||||||||||||||
Treasury | Common | Paid-in | Unearned | Comprehensive | Earnings | Stock, | Stockholders | |||||||||||||||||||||||||||||||||
Issued | Stock | Outstanding | Stock | Capital | Compensation | Income (Loss) | (Deficit) | at Cost | Equity | |||||||||||||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2006 |
50,239,613 | (1,163,000 | ) | 49,076,613 | $ | 50 | $ | 344,810 | $ | | $ | (3,200 | ) | $ | 164,751 | $ | (20,041 | ) | $ | 486,370 | ||||||||||||||||||||
Shares Issued for Business Acquisitions |
102,181 | | 102,181 | | 2,198 | | | | | 2,198 | ||||||||||||||||||||||||||||||
Exercises of Stock Options |
93,135 | | 93,135 | | 687 | | | | | 687 | ||||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 867 | | | | | 867 | ||||||||||||||||||||||||||||||
Tax Benefit from Exercise of Stock Options |
| | | | 150 | | | | | 150 | ||||||||||||||||||||||||||||||
Cash Dividends |
| | | | | | | (5,880 | ) | | (5,880 | ) | ||||||||||||||||||||||||||||
Repurchase of Common Stock |
| (1,321,000 | ) | (1,321,000 | ) | | | | | | (23,934 | ) | (23,934 | ) | ||||||||||||||||||||||||||
Repurchase of Stock Warrants |
| | | | (2,552 | ) | | | | | (2,552 | ) | ||||||||||||||||||||||||||||
Comprehensive Income: |
||||||||||||||||||||||||||||||||||||||||
Net Income |
| | | | | | | 28,254 | | 28,254 | ||||||||||||||||||||||||||||||
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips
and Interest Rate Swaps, Net of Tax |
| | | | | | (997 | ) | | | (997 | ) | ||||||||||||||||||||||||||||
Total Comprehensive Income |
27,257 | |||||||||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2007 |
50,434,929 | (2,484,000 | ) | 47,950,929 | $ | 50 | $ | 346,160 | $ | | $ | (4,197 | ) | $ | 187,125 | $ | (43,975 | ) | $ | 485,163 | ||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2007 |
50,493,441 | (4,632,500 | ) | 45,860,941 | $ | 50 | $ | 348,073 | $ | (245 | ) | $ | 275 | $ | 92,415 | $ | (70,012 | ) | $ | 370,556 | ||||||||||||||||||||
Cumulative-Effect Adjustment from the
Adoption of EITF Issue No. 06-4 |
| | | | | | | (2,223 | ) | | (2,223 | ) | ||||||||||||||||||||||||||||
Shares Issued for Business Acquisitions |
39,608 | | 39,608 | 1 | 292 | | | | | 293 | ||||||||||||||||||||||||||||||
Repurchase of Stock Options |
| | | | (70 | ) | | | | | (70 | ) | ||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 482 | 25 | | | | 507 | ||||||||||||||||||||||||||||||
Cash Dividends |
| | | | | | | (3,991 | ) | | (3,991 | ) | ||||||||||||||||||||||||||||
Comprehensive Loss: |
||||||||||||||||||||||||||||||||||||||||
Net Loss |
| | | | | | | (102,626 | ) | | (102,626 | ) | ||||||||||||||||||||||||||||
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips
and Interest Rate Swaps, Net of Tax |
| | | | | | (941 | ) | | | (941 | ) | ||||||||||||||||||||||||||||
Total Comprehensive Loss |
(103,567 | ) | ||||||||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2008 |
50,533,049 | (4,632,500 | ) | 45,900,549 | $ | 51 | $ | 348,777 | $ | (220 | ) | $ | (666 | ) | $ | (16,425 | ) | $ | (70,012 | ) | $ | 261,505 | ||||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
3
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2008 | 2007 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Income (Loss) |
$ | (102,626 | ) | $ | 28,254 | |||
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities: |
||||||||
Depreciation and Amortization of Premises and Equipment |
1,477 | 1,436 | ||||||
Amortization of Premiums and Accretion of Discounts on Investments, Net |
75 | 100 | ||||||
Amortization of Other Intangible Assets |
1,026 | 1,206 | ||||||
Amortization of Servicing Assets |
(700 | ) | (1,001 | ) | ||||
Share-Based Compensation Expense |
507 | 867 | ||||||
Provision for Credit Losses |
37,050 | 9,155 | ||||||
Federal Home Loan Bank Stock Dividends |
(820 | ) | (353 | ) | ||||
Gain on Sales of Securities Available for Sale |
(618 | ) | | |||||
Increase in Fair Value of Derivatives |
(198 | ) | (314 | ) | ||||
Decrease in Fair Value of Embedded Options |
| 196 | ||||||
Gain on Sales of Loans |
(765 | ) | (3,162 | ) | ||||
Loss on Sales of Other Real Estate Owned |
132 | | ||||||
Loss on Sales of Premises and Equipment |
2 | 11 | ||||||
Impairment Loss on Goodwill |
107,393 | | ||||||
Tax Benefit from Exercise of Stock Options |
| (150 | ) | |||||
Origination of Loans Held for Sale |
(26,095 | ) | (62,289 | ) | ||||
Proceeds from Sales of Loans Held for Sale |
24,037 | 79,117 | ||||||
Decrease (Increase) in Accrued Interest Receivable |
4,256 | (394 | ) | |||||
Decrease in Servicing Asset |
708 | 1,163 | ||||||
Increase in Cash Surrender Value of Bank-Owned Life Insurance |
(473 | ) | (459 | ) | ||||
(Increase) Decrease in Other Assets |
(4,713 | ) | 3,853 | |||||
(Decrease) Increase in Accrued Interest Payable |
(5,245 | ) | 761 | |||||
(Decrease) Increase in Other Liabilities |
(2,778 | ) | 3,515 | |||||
Net Cash Provided By Operating Activities |
31,632 | 61,512 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from Redemption of Federal Home Loan Bank Stock |
282 | | ||||||
Proceeds from Matured Term Federal Funds Sold |
| 5,000 | ||||||
Proceeds from Matured or Called Securities Available for Sale |
87,814 | 24,293 | ||||||
Proceeds from Sales of Securities Available for Sale |
24,001 | | ||||||
Proceeds from Sales of Other Real Estate Owned |
155 | | ||||||
Net Increase in Loans Receivable |
(80,865 | ) | (210,642 | ) | ||||
Purchases of Federal Home Loan Bank Stock |
(7,113 | ) | (77 | ) | ||||
Purchases of Securities Available for Sale |
(25,345 | ) | | |||||
Purchases of Premises and Equipment |
(1,480 | ) | (1,715 | ) | ||||
Business Acquisition, Net of Cash Acquired |
| (1,677 | ) | |||||
Net Cash Used In Investing Activities |
(2,551 | ) | (184,818 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
(Decrease) Increase in Deposits |
(40,139 | ) | 28,431 | |||||
Proceeds from Exercises of Stock Options |
| 687 | ||||||
Tax Benefit from Exercise of Stock Options |
| 150 | ||||||
Cash Paid to Acquire Treasury Stock |
| (23,934 | ) | |||||
Cash Paid to Repurchase Stock Options |
(70 | ) | | |||||
Cash Paid to Repurchase Stock Warrants |
| (2,552 | ) | |||||
Cash Dividends Paid |
(3,991 | ) | (5,880 | ) | ||||
Proceeds from Long-Term FHLB Advances and Other Borrowings |
150,000 | | ||||||
Repayment of Long-Term FHLB Advances and Other Borrowings |
(231 | ) | (15,219 | ) | ||||
Net Change in Short-Term FHLB Advances and Other Borrowings |
(136,826 | ) | 124,942 | |||||
Net Cash (Used In) Provided By Financing Activities |
(31,257 | ) | 106,625 | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(2,176 | ) | (16,681 | ) | ||||
Cash and Cash Equivalents at Beginning of Period |
122,398 | 138,501 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 120,222 | $ | 121,820 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||
Cash Paid During the Period for: |
||||||||
Interest |
$ | 65,717 | $ | 60,400 | ||||
Income Tax Payments, Net of Refunds |
$ | 11,278 | $ | 15,556 | ||||
Non-Cash Activities: |
||||||||
Stock Issued for Business Acquisition |
$ | 293 | $ | 2,198 | ||||
Transfer of Loans to Other Real Estate Owned |
$ | | $ | 1,080 |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
4
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
NOTE 1 BASIS OF PRESENTATION
Hanmi Financial Corporation (Hanmi Financial, we or us) is a Delaware corporation and is
subject to the Bank Holding Company Act of 1956, as amended. Our primary subsidiary is Hanmi Bank
(the Bank). Our other subsidiaries are Chun-Ha Insurance Services, Inc. (Chun-Ha) and All World
Insurance Services, Inc. (All World).
In the opinion of management, the accompanying unaudited consolidated financial statements of
Hanmi Financial Corporation and Subsidiaries reflect all adjustments (of a normal and recurring
nature) that are necessary for a fair presentation of the results for the interim period ended June
30, 2008, but are not necessarily indicative of the results that will be reported for the entire
year. Certain information and footnote disclosures normally included in annual financial statements
prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been
condensed or omitted. In the opinion of management, the aforementioned unaudited consolidated
financial statements are in conformity with GAAP. Such interim financial statements have been
prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of
the Securities and Exchange Commission (the SEC). The interim information should be read in conjunction with
our 2007 Annual Report on Form 10-K.
Descriptions of our significant accounting policies are included in Note 1 Summary of
Significant Accounting Policies in our 2007 Annual Report on Form 10-K.
Certain reclassifications were made to the prior periods presentation to conform to the
current periods presentation. Also see Note 7 Correction of Immaterial Errors in Prior
Periods.
NOTE 2 FAIR VALUE MEASUREMENTS
Fair Value Option and Fair Value Measurements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair
value measurements. It also establishes a fair value hierarchy about the assumptions used to
measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale
or use of an asset. We adopted SFAS No. 157 on January 1,
2008.
In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of
FASB Statement No. 157. FSP No. FAS 157-2 delays the effective date of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed
at fair value on a recurring basis (at least annually), to fiscal years beginning after November
15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 157 did not have
a material impact on our financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. SFAS No. 159 provides companies with an option to report selected
financial assets and liabilities at fair value and establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us on January
1, 2008. We did not elect the fair value option for any financial assets or financial liabilities
as of January 1, 2008.
5
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 2 FAIR VALUE MEASUREMENTS (Continued)
Fair Value Measurement
SFAS No. 157 defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the measurement date.
SFAS No. 157 also establishes a three-level fair value hierarchy that requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. The three levels of inputs that may be used to measure fair value are defined as
follows:
| Level 1 | Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. | ||||
| Level 2 | Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. | ||||
| Level 3 | Significant unobservable inputs that reflect a companys own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
We used the following methods and significant assumptions to estimate fair value:
Securities Available for Sale - The fair values of securities available for sale are
determined by obtaining quoted prices on nationally recognized securities exchanges or matrix
pricing, which is a mathematical technique used widely in the industry to value debt securities
without relying exclusively on quoted prices for the specific securities but rather by relying on
the securities relationship to other benchmark quoted securities. Level 1 securities include those
traded on an active exchange such as the New York Stock Exchange, as well as other U.S. government
and agency debentures that are traded by dealers or brokers in active over-the-counter markets.
Level 2 securities include mortgage-backed securities, collateralized mortgage obligations,
municipal bonds and corporate debt securities. Securities classified as Level 3 are preferred
stocks that are not traded in market.
Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value. The
fair value of loans held for sale is based on what secondary markets are currently offering for
portfolios with similar characteristics. As such, we classify loans subject to non-recurring fair
value adjustments as Level 2.
Impaired Loans - SFAS No. 157 applies to loans measured for impairment using the practical
expedients permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan, including
impaired loans measured at an observable market price (if available), or at the fair value of the
loans collateral (if the loan is collateral dependent). Fair value of the loans collateral, when
the loan is dependent on collateral, is determined by appraisals or independent valuation, which is
then adjusted for the cost related to liquidation of the collateral. These are considered Level 2.
For the loans collateral for which observable market prices are not available, fair value is
estimated using discounted cash flow models. These are considered Level 3.
Derivatives - Our derivative instruments consist of an over-the-counter equity swap. As such,
significant fair value inputs can generally be verified and do not typically involve significant
judgments by management. As such, we classify derivatives as Level 2.
6
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 2 FAIR VALUE MEASUREMENTS (Continued)
Servicing Assets and Servicing Liabilities - The fair values of servicing assets and servicing
liabilities are based on a valuation model that calculates the present value of estimated net
future cash flows related to contractually specified servicing fees. The valuation model
incorporates assumptions that market participants would use in estimating future cash flows. We are
able to compare the valuation model inputs and results to widely available published industry data
for reasonableness. Fair value measurements of servicing assets and servicing liabilities use
significant unobservable inputs. As such, we classify them as Level 3.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of June 30, 2008, assets and liabilities measured at fair value on a recurring basis are as
follows:
Level 1 | Level 2 | Level 3 | ||||||||||||||
Significant | ||||||||||||||||
Observable | ||||||||||||||||
Inputs With | ||||||||||||||||
Quoted Prices in | No Active | |||||||||||||||
Active Markets | Market With | Significant | ||||||||||||||
for Identical | Identical | Unobservable | Balance as of | |||||||||||||
Assets | Characteristics | Inputs | June 30, 2008 | |||||||||||||
(In Thousands) | ||||||||||||||||
ASSETS: |
||||||||||||||||
Securities Available for Sale: |
||||||||||||||||
Mortgage-Backed Securities |
$ | | $ | 85,341 | $ | | $ | 85,341 | ||||||||
Municipal Bonds |
| 61,268 | | 61,268 | ||||||||||||
U.S. Government Agency Securities |
59,643 | | | 59,643 | ||||||||||||
Collateralized Mortgage Obligations |
| 43,064 | | 43,064 | ||||||||||||
Corporate Bonds |
| 7,823 | | 7,823 | ||||||||||||
Other Securities |
750 | 2,861 | 925 | 4,536 | ||||||||||||
Total Securities Available for Sale |
$ | 60,393 | $ | 200,357 | $ | 925 | $ | 261,675 | ||||||||
Derivatives (Equity Swap) |
$ | | $ | 1,088 | $ | | $ | 1,088 | ||||||||
Servicing Assets |
$ | | $ | | $ | 4,328 | $ | 4,328 | ||||||||
LIABILITIES: |
||||||||||||||||
Servicing Liabilities |
$ | | $ | | $ | 250 | $ | 250 |
The table below presents a reconciliation and income statement classification of gains and
losses for all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the three months ended June 30, 2008:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
Realized and | ||||||||||||||||||||
Realized and | Unrealized | |||||||||||||||||||
Unrealized | Gains or Losses | |||||||||||||||||||
Beginning | Purchases, | Gains or Losses | in Other | Ending | ||||||||||||||||
Balance as of | Issuances and | in Earnings | Comprehensive | Balance as of | ||||||||||||||||
April 1, 2008 | Settlements | (Other Expense) | Income | June 30, 2008 | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
ASSETS: |
||||||||||||||||||||
Securities Available for
Sale (Other Securities) |
$ | 925 | $ | | $ | | $ | | $ | 925 | ||||||||||
Servicing Assets |
$ | 4,220 | $ | 314 | $ | (206 | ) | $ | | $ | 4,328 | |||||||||
LIABILITIES: |
||||||||||||||||||||
Servicing Liabilities |
$ | 266 | $ | | $ | (16 | ) | $ | | $ | 250 |
7
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 2 FAIR VALUE MEASUREMENTS (Continued)
The table below presents a reconciliation and income statement classification of gains and
losses for all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the six months ended June 30, 2008:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
Realized and | ||||||||||||||||||||
Realized and | Unrealized | |||||||||||||||||||
Unrealized | Gains or Losses | |||||||||||||||||||
Beginning | Purchases, | Gains or Losses | in Other | Ending | ||||||||||||||||
Balance as of | Issuances and | in Earnings | Comprehensive | Balance as of | ||||||||||||||||
January 1, 2008 | Settlements | (Other Expense) | Income | June 30, 2008 | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
ASSETS: |
||||||||||||||||||||
Securities Available for
Sale (Other Securities) |
$ | 925 | $ | | $ | | $ | | $ | 925 | ||||||||||
Servicing Assets |
$ | 4,336 | $ | 405 | $ | (413 | ) | $ | | $ | 4,328 | |||||||||
LIABILITIES: |
||||||||||||||||||||
Servicing Liabilities |
$ | 266 | $ | | $ | (16 | ) | $ | | $ | 250 |
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
As of June 30, 2008, assets and liabilities measured at fair value on a non-recurring basis
are as follows:
Level 1 | Level 2 | Level 3 | ||||||||||||||
Significant | ||||||||||||||||
Observable | ||||||||||||||||
Inputs With | ||||||||||||||||
Quoted Prices in | No Active | |||||||||||||||
Active Markets | Market With | Significant | ||||||||||||||
for Identical | Identical | Unobservable | Balance as of | |||||||||||||
Assets | Characteristics | Inputs | June 30, 2008 | |||||||||||||
(In Thousands) | ||||||||||||||||
ASSETS: |
||||||||||||||||
Loans Held for Sale |
$ | | $ | 9,158 | $ | | $ | 9,158 | ||||||||
Impaired Loans |
$ | | $ | 2,775 | $ | | $ | 2,775 |
NOTE 3 SHARE-BASED COMPENSATION
Share-Based Compensation Expense
The table below shows the share-based compensation expense and related tax benefits for the
periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(In Thousands) | ||||||||||||||||
Share-Based Compensation Expense |
$ | 220 | $ | 387 | $ | 507 | $ | 867 | ||||||||
Related Tax Benefits |
$ | 93 | $ | 163 | $ | 213 | $ | 365 |
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 3 SHARE-BASED COMPENSATION (Continued)
Unrecognized Compensation Expense
As of June 30, 2008, unrecognized share-based compensation expense was as follows:
Unrecognized | Average Expected | |||||||
Expense | Recognition Period | |||||||
(Dollars in Thousands) | ||||||||
Stock Option Awards |
$ | 3,122 | 2.5 years | |||||
Restricted Stock Awards |
220 | 4.3 years | ||||||
Total Unrecognized Share-Based Compensation Expense |
$ | 3,342 | 2.6 years | |||||
Share-Based Payment Award Activity
The table below provides stock option information for the three months ended June 30, 2008:
Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Number | Exercise | Remaining | Value of | |||||||||||||
of | Price Per | Contractual | In-the-Money | |||||||||||||
Shares | Share | Life | Options | |||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||
Options Outstanding at Beginning of Period |
1,486,366 | $ | 15.12 | 7.0 years | $ | 475 | (1) | |||||||||
Options Granted |
70,000 | $ | 5.66 | 10.0 years | ||||||||||||
Options Expired |
(3,000 | ) | $ | 15.61 | 6.7 years | |||||||||||
Options Forfeited |
(61,800 | ) | $ | 14.00 | 8.8 years | |||||||||||
Options Outstanding at End of Period |
1,491,566 | $ | 14.72 | 6.8 years | $ | 169 | (2) | |||||||||
Options Exercisable at End of Period |
781,144 | $ | 13.27 | 5.6 years | $ | 169 | (2) | |||||||||
(1) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $7.39 as of March 31, 2008, over the exercise price, multiplied by the number of options. | |
(2) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $5.21 as of June 30, 2008, over the exercise price, multiplied by the number of options. |
There were no options exercised during the three months ended June 30, 2008. The total
intrinsic value of options exercised during the three months ended June 30, 2007 was $541,000.
9
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 3 SHARE-BASED COMPENSATION (Continued)
The table below provides stock option information for the six months ended June 30, 2008:
Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Number | Exercise | Remaining | Value of | |||||||||||||
of | Price Per | Contractual | In-the-Money | |||||||||||||
Shares | Share | Life | Options | |||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||
Options Outstanding at Beginning of Period |
1,472,766 | $ | 15.33 | 7.2 years | $ | 735 | (1) | |||||||||
Options Granted |
110,000 | $ | 6.59 | 9.8 years | ||||||||||||
Options Expired |
(18,800 | ) | $ | 15.05 | 6.4 years | |||||||||||
Options Forfeited |
(72,400 | ) | $ | 14.65 | 8.7 years | |||||||||||
Options Outstanding at End of Period |
1,491,566 | $ | 14.72 | 6.8 years | $ | 169 | (2) | |||||||||
Options Exercisable at End of Period |
781,144 | $ | 13.27 | 5.6 years | $ | 169 | (2) | |||||||||
(1) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $8.62 as of December 31, 2007, over the exercise price, multiplied by the number of options. | |
(2) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $5.21 as of June 30, 2008, over the exercise price, multiplied by the number of options. |
There were no options exercised during the six months ended June 30, 2008. The total intrinsic
value of options exercised during the six months ended June 30, 2007 was $1.0 million.
The table below provides information for restricted stock awards for the three and six months
ended June 30, 2008:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2008 | June 30, 2008 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Restricted Stock at Beginning of Period |
24,000 | $ | 12.38 | 19,000 | $ | 13.48 | ||||||||||
Restricted Stock Granted |
| $ | | 5,000 | $ | 8.21 | ||||||||||
Restricted Stock Forfeited |
(5,000 | ) | $ | 8.21 | (5,000 | ) | $ | 8.21 | ||||||||
Restricted Stock at End of Period |
19,000 | $ | 13.48 | 19,000 | $ | 13.48 | ||||||||||
NOTE 4 EARNINGS (LOSS) PER SHARE
Earnings (loss) 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. Unvested restricted stock is excluded from
the calculation of weighted-average common shares for basic EPS. For diluted EPS, weighted-average
common shares include the impact of restricted stock under the treasury method.
10
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 4 EARNINGS PER SHARE (Continued)
The following tables present a reconciliation of the components used to derive basic and
diluted EPS for the periods indicated.
Three Months Ended June 30, | ||||||||||||||||||||||||
2008 | 2007 | |||||||||||||||||||||||
(Numerator) | (Denominator) | (Numerator) | (Denominator) | |||||||||||||||||||||
Weighted- | Per | Weighted- | Per | |||||||||||||||||||||
Net | Average | Share | Net | Average | Share | |||||||||||||||||||
Loss | Shares | Amount | Income | Shares | Amount | |||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||
Basic EPS |
$ | (105,547 | ) | 45,881,549 | $ | (2.30 | ) | $ | 15,262 | 48,397,824 | $ | 0.32 | ||||||||||||
Effect of Dilutive Securities Options, Warrants and
Unvested Restricted Stock |
| | | | 339,750 | (0.01 | ) | |||||||||||||||||
Diluted EPS |
$ | (105,547 | ) | 45,881,549 | $ | (2.30 | ) | $ | 15,262 | 48,737,574 | $ | 0.31 | ||||||||||||
Six Months Ended June 30, | ||||||||||||||||||||||||
2008 | 2007 | |||||||||||||||||||||||
(Numerator) | (Denominator) | (Numerator) | (Denominator) | |||||||||||||||||||||
Weighted- | Per | Weighted- | Per | |||||||||||||||||||||
Net | Average | Share | Net | Average | Share | |||||||||||||||||||
Loss | Shares | Amount | Income | Shares | Amount | |||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||
Basic EPS |
$ | (102,626 | ) | 45,861,963 | $ | (2.24 | ) | $ | 28,254 | 48,678,399 | $ | 0.58 | ||||||||||||
Effect of Dilutive Securities Options, Warrants and
Unvested Restricted Stock |
| | | | 432,436 | | ||||||||||||||||||
Diluted EPS |
$ | (102,626 | ) | 45,861,963 | $ | (2.24 | ) | $ | 28,254 | 49,110,835 | $ | 0.58 | ||||||||||||
For the three months ended June 30, 2008 and 2007, there were 1,365,382 and 1,243,221 options
outstanding, respectively, that were not included in the computation of diluted EPS because their
effect would be anti-dilutive. For the six months ended June 30, 2008 and 2007, there were
1,222,286 and 845,221 options outstanding, respectively, that were not included in the computation
of diluted EPS because their effect would be anti-dilutive.
NOTE 5 OFF-BALANCE SHEET COMMITMENTS
We are a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amount recognized in the
Consolidated Balance Sheets. The Banks exposure to credit losses in the event of non-performance
by the other party to commitments to extend credit and standby letters of credit is represented by
the contractual notional amount of those instruments. The Bank uses the same credit policies in
making commitments and conditional obligations as it does for extending loan facilities to
customers. The Bank evaluates each customers creditworthiness on a case-by-case basis. The amount
of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on
managements credit evaluation of the counterparty.
11
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 5 OFF-BALANCE SHEET COMMITMENTS (Continued)
Collateral held varies but may include accounts receivable; inventory; property, plant and
equipment; and income-producing or borrower-occupied properties. The following table shows the
distribution of undisbursed loan commitments as of the dates indicated:
June 30, | December 31, | |||||||
2008 | 2007 | |||||||
(In Thousands) | ||||||||
Commitments to Extend Credit |
$ | 472,133 | $ | 524,349 | ||||
Standby Letters of Credit |
54,042 | 48,071 | ||||||
Commercial Letters of Credit |
48,130 | 52,544 | ||||||
Unused Credit Card Lines |
17,583 | 18,622 | ||||||
Total Undisbursed Loan Commitments |
$ | 591,888 | $ | 643,586 | ||||
NOTE 6 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 7 CORRECTION OF IMMATERIAL ERRORS IN PRIOR PERIODS
Our historical financial statements have been revised from that issued in prior years to
correct immaterial errors related to the recording of interest expense. We recognized an adjustment
of $989,000, net of tax, to retained earnings and related accrued interest payable in the
Consolidated Balance Sheet as of December 31, 2007 and pre-tax adjustments of $106,000 and $214,000
to interest expense on deposits in the Consolidated Statement of Operations for the three and six
months ended June 30, 2007, respectively.
The following is a summary of the effects of the immaterial error correction on the
consolidated financial statements for the periods indicated:
December 31, 2007 | ||||||||||||
As | ||||||||||||
Previously | As | |||||||||||
CONSOLIDATED BALANCE SHEET | Reported | Adjustments | Restated | |||||||||
(In Thousands) | ||||||||||||
Accrued Interest Receivable |
$ | 17,500 | $ | (89 | ) | $ | 17,411 | |||||
Total Assets |
$ | 3,983,746 | $ | (89 | ) | $ | 3,983,657 | |||||
Other Liabilities |
$ | 13,717 | $ | 900 | $ | 14,617 | ||||||
Total Liabilities |
$ | 3,612,201 | $ | 900 | $ | 3,613,101 | ||||||
Retained Earnings |
$ | 93,404 | $ | (989 | ) | $ | 92,415 | |||||
Total Stockholders Equity |
$ | 371,545 | $ | (989 | ) | $ | 370,556 | |||||
Total Liabilities and Stockholders Equity |
$ | 3,983,746 | $ | (89 | ) | $ | 3,983,657 |
12
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 7 CORRECTION OF IMMATERIAL ERRORS IN PRIOR PERIODS (Continued)
Three Months Ended June 30, 2007 | Six Months Ended June 30, 2007 | |||||||||||||||||||||||
As | As | |||||||||||||||||||||||
CONSOLIDATED | Previously | As | Previously | As | ||||||||||||||||||||
STATEMENTS OF OPERATIONS | Reported | Adjustments | Restated | Reported | Adjustments | Restated | ||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||
Interest on Deposits |
$ | 26,691 | $ | 106 | $ | 26,797 | $ | 52,772 | $ | 214 | $ | 52,986 | ||||||||||||
Total Interest Expense |
$ | 31,270 | $ | 106 | $ | 31,376 | $ | 61,161 | $ | 214 | $ | 61,375 | ||||||||||||
Net Interest Income Before Provision for
Credit Losses |
$ | 38,590 | $ | (106 | ) | $ | 38,484 | $ | 76,655 | $ | (214 | ) | $ | 76,441 | ||||||||||
Net Interest Income After Provision for
Credit Losses |
$ | 35,567 | $ | (106 | ) | $ | 35,461 | $ | 67,500 | $ | (214 | ) | $ | 67,286 | ||||||||||
Income Before Provision for Income Taxes |
$ | 24,769 | $ | (106 | ) | $ | 24,663 | $ | 45,720 | $ | (214 | ) | $ | 45,506 | ||||||||||
Provision for Income Taxes |
$ | 9,446 | $ | (45 | ) | $ | 9,401 | $ | 17,342 | $ | (90 | ) | $ | 17,252 | ||||||||||
Net Income |
$ | 15,323 | $ | (61 | ) | $ | 15,262 | $ | 28,378 | $ | (124 | ) | $ | 28,254 | ||||||||||
Earnings Per Share: |
||||||||||||||||||||||||
Basic |
$ | 0.32 | $ | | $ | 0.32 | $ | 0.58 | $ | | $ | 0.58 | ||||||||||||
Diluted |
$ | 0.31 | $ | | $ | 0.31 | $ | 0.58 | $ | | $ | 0.58 |
NOTE 8 CUMULATIVE-EFFECT ADJUSTMENT FROM THE ADOPTION OF EITF ISSUE NO. 06-4
In September 2006, the FASBs Emerging Issues Task Force (EITF) issued EITF Issue No. 06-4,
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split
Dollar Life Insurance Arrangements, which requires the recognition of a liability related to the
postretirement benefits covered by an endorsement split-dollar life insurance arrangement. The
consensus highlights that the employer (who is also the policyholder) has a liability for the
benefit it is providing to its employee. As such, if the policyholder has agreed to maintain the
insurance policy in force for the employees benefit during his or her retirement, then the
liability recognized during the employees active service period should be based on the future cost
of insurance to be incurred during the employees retirement. Alternatively, if the policyholder
has agreed to provide the employee with a death benefit, then the liability for the future death
benefit should be recognized by following the guidance in SFAS No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions, or Accounting Principles Board Opinion No. 12, as
appropriate. For transition, an entity can choose to apply the guidance using either of the
following approaches: (a) a change in accounting principle through retrospective application to all
periods presented; or (b) a change in accounting principle through a cumulative-effect adjustment
to the balance in retained earnings at the beginning of the year of adoption. We adopted the
provisions of EITF Issue No. 06-4 on January 1, 2008 and recorded a $2.2 million cumulative-effect
adjustment to the beginning balance in retained earnings.
13
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (Continued)
NOTE 9 LIQUIDITY
In addition to its deposits, the Banks principal source of liquidity is its ability to
utilize borrowings, as needed. The Banks primary source of borrowings is the Federal Home Loan
Bank of San Francisco (FHLB). As of June 30, 2008, the Bank was approved by the FHLB to borrow
up to $774.0 million to the extent it provides qualifying collateral. At June 30, 2008, the Banks FHLB borrowings totaled $496.4
million, representing 12.9 percent of total assets. As of August 7, 2008, the Banks FHLB
borrowings totaled $486.4 million. The amount that the FHLB is
willing to advance differs based on the quality and character of qualifying collateral offered by
the Bank, and the advance rates for qualifying collateral may be adjusted upwards or downwards by
the FHLB from time to time. To the extent deposit renewals and deposit growth are not sufficient to
fund maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans
and investment securities and otherwise fund working capital needs and capital expenditures, the
Bank may utilize additional borrowing capacity from its FHLB
borrowing arrangement. During the quarter, the FHLB cancelled the Banks $62 million unsecured line of credit with
them. This cancellation was the result of the Banks net loss for the fourth quarter of 2007.
Management believes that Hanmi Financial, on a stand-alone basis, currently has adequate
liquid assets to meet its current obligations, which are primarily interest payments on junior
subordinated debentures, subject to prior approval of such payments by the Federal Reserve Board (FRB). As of June 30, 2008, limitations imposed by our regulators prohibited the
Bank from providing a dividend to Hanmi Financial. At June 30, 2008, Hanmi Financials liquid
assets, including amounts deposited with the Bank, totaled $1.3 million, down from $5.3 million at
December 31, 2007. In connection with the junior subordinated debentures, Hanmi Financial has no intention to
defer interest payments, but has the option to defer them for a period of up to 20 consecutive quarters in the event, among other things,
prior FRB approval for payment of such interest is not obtained. During any deferral period, and until all accrued and
unpaid interest obligations on the debentures have been satisfied, Hanmi Financial cannot declare any dividends on its
common stock.
Current market conditions have also limited the Banks liquidity sources principally to
secured funding outlets, such as the FHLB and Federal Reserve Bank, in addition to deposits originated through the
Banks branch network. There can be no assurance that actions by the FHLB would not reduce the
Banks borrowing capacity or that we would be able to continue to attract deposits at competitive
rates. Over the next twelve months, approximately $1.4 billion of time deposits will mature. We
expect to replace these deposits with similar time deposits; however, there can be no assurances
that we will be able to attract these time deposits at competitive
rates. Such events could have a material adverse impact on our results of operations and financial
condition.
NOTE 10 REGULATORY MATTERS
Hanmi Financial and the Bank are subject to extensive Federal and state supervision and
regulation by certain regulatory agencies. In connection with such
supervision and their recent
examinations, the regulatory agencies will require that certain deficiencies in our policies,
procedures or activities be corrected in the future. If such matters are not corrected in the
future or significant progress made on such, then Hanmi Financial and/or the Bank may face
additional regulatory action that may have an impact on the operations of Hanmi Financial and the
Bank.
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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. These factors include the following:
| general economic and business conditions in those areas in which we operate; | ||
| demographic changes; | ||
| competition for loans and deposits; | ||
| fluctuations in interest rates; | ||
| ability to maintain our status as a financial holding company; | ||
| risks of natural disasters related to our real estate portfolio; | ||
| risks associated with Small Business Administration (SBA) loans; | ||
| changes in governmental regulation; | ||
| impact of regulatory orders or action by government regulators against Hanmi Bank or Hanmi Financial; | ||
| ability to receive regulatory approval for Hanmi Bank to declare dividends to Hanmi Financial; | ||
| adequacy of our allowance for loan losses; | ||
| credit quality and the effect of credit quality on our provision for credit losses and allowance for loan losses; | ||
| the ability of borrowers to perform under the terms of their loans and other terms of credit agreements; | ||
| our ability to successfully integrate acquisitions we may make; | ||
| availability of sources of liquidity for Hanmi Bank and Hanmi Financial; | ||
| the availability of capital to fund the expansion of our business; and | ||
| changes in securities markets. |
For a discussion of some of the other factors that might cause such a difference, see the
discussion contained in this Form 10-Q under the heading Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations and Item 1A. Risk Factors and see also
Item 1A. Risk Factors, Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2007 as
well as other factors we identify from time to time in our periodic reports filed pursuant to the
Exchange Act. 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, except as
required by law.
The following is managements discussion and analysis of the major factors that influenced our
results of operations and financial condition as of and for the three and six months ended June 30,
2008. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year
ended December 31, 2007 and with the unaudited consolidated financial statements and notes thereto
set forth in this Report.
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CRITICAL ACCOUNTING POLICIES
We have established various accounting policies that govern the application of accounting
principles generally accepted in the United States of America 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, 2007.
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. For a description of these critical accounting policies, see Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2007. 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.
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired
because of various business acquisitions. In accordance with SFAS No. 142, Goodwill and Other
Intangible Assets, goodwill must be recorded at the reporting unit level. Reporting units are
defined as an operating segment. We have identified one reporting unit our banking operations.
SFAS No. 142 prohibits the amortization of goodwill, but requires that it be tested for impairment
at least annually (at any time during the year, but at the same time each year), or more frequently
if events or circumstances change, such as adverse changes in the business climate, that would more
likely than not reduce the reporting units fair value below its carrying amount.
During the second quarter of 2008 and the fourth quarter of 2007, we recognized impairment
losses on goodwill of $107.4 million and $102.9 million, respectively, based on the decline in the
market value of our common stock, which we believe reflects, in part, recent turmoil in the
financial markets that has adversely affected the market value of the common stock of many banks.
Goodwill is discussed in more detail in Notes to Consolidated Financial Statements, Note 1
Summary of Significant Accounting Policies and Note 6 Goodwill in our Annual Report on Form
10-K for the year ended December 31, 2007.
As of June 30, 2008 and December 31, 2007, goodwill was $0 and $107.1 million, respectively.
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SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data for the periods indicated.
As of and for the Three | ||||||||
Months Ended June 30, | ||||||||
2008 | 2007 | |||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||
AVERAGE BALANCES: |
||||||||
Average Gross Loans, Net (1) |
$ | 3,317,061 | $ | 3,014,895 | ||||
Average Investment Securities |
$ | 296,790 | $ | 375,598 | ||||
Average Interest-Earning Assets |
$ | 3,657,676 | $ | 3,429,123 | ||||
Average Total Assets |
$ | 3,920,796 | $ | 3,818,170 | ||||
Average Deposits |
$ | 2,882,506 | $ | 2,967,748 | ||||
Average Borrowings |
$ | 621,239 | $ | 304,744 | ||||
Average Interest-Bearing Liabilities |
$ | 2,851,021 | $ | 2,551,665 | ||||
Average Stockholders Equity |
$ | 377,096 | $ | 495,719 | ||||
Average Tangible Equity (2) |
$ | 264,710 | $ | 277,414 | ||||
PER SHARE DATA: |
||||||||
Earnings (Loss) Per Share Basic |
$ | (2.30 | ) | $ | 0.32 | |||
Earnings (Loss) Per Share Diluted |
$ | (2.30 | ) | $ | 0.31 | |||
Common Shares Outstanding |
45,900,549 | 47,950,929 | ||||||
Book Value Per Share (3) |
$ | 5.70 | $ | 10.12 | ||||
Tangible Book Value Per Share (4) |
$ | 5.57 | $ | 5.57 | ||||
Cash Dividends Per Share |
$ | 0.03 | $ | 0.06 | ||||
SELECTED PERFORMANCE RATIOS: |
||||||||
Return on Average Total Assets (5) (6) |
(10.83 | %) | 1.60 | % | ||||
Return on Average Stockholders Equity (5) (7) |
(112.57 | %) | 12.35 | % | ||||
Return on Average Tangible Equity (5) (8) |
(160.37 | %) | 22.07 | % | ||||
Efficiency Ratio (11) |
296.07 | % | 43.70 | % | ||||
Net Interest Spread (9) |
2.95 | % | 3.24 | % | ||||
Net Interest Margin (10) |
3.75 | % | 4.50 | % | ||||
Dividend Payout Ratio (12) |
(1.30 | %) | 18.85 | % | ||||
Average Stockholders Equity to Average Total Assets |
9.62 | % | 12.98 | % | ||||
SELECTED CAPITAL RATIOS: (13) |
||||||||
Total Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
10.66 | % | 11.59 | % | ||||
Hanmi Bank |
10.64 | % | 11.45 | % | ||||
Tier 1 Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
9.40 | % | 10.57 | % | ||||
Hanmi Bank |
9.39 | % | 10.42 | % | ||||
Tier 1 Leverage Ratio: |
||||||||
Hanmi Financial |
8.61 | % | 9.74 | % | ||||
Hanmi Bank |
8.60 | % | 9.61 | % | ||||
SELECTED ASSET QUALITY RATIOS: |
||||||||
Non-Performing Loans to Total Gross Loans (14) |
3.34 | % | 0.74 | % | ||||
Non-Performing Assets to Total Assets (15) |
2.92 | % | 0.61 | % | ||||
Net Loan Charge-Offs to Average Total Gross Loans (16) |
1.00 | % | 0.33 | % | ||||
Allowance for Loan Losses to Total Gross Loans |
1.88 | % | 1.05 | % | ||||
Allowance for Loan Losses to Non-Performing Loans |
56.14 | % | 142.30 | % |
(1) | Loans are net of deferred fees and related direct costs. | |
(2) | Average tangible equity is calculated by subtracting average goodwill and average core deposit intangible assets from average stockholders equity. See Non-GAAP Financial Measures. | |
(3) | Total stockholders equity divided by common shares outstanding. | |
(4) | Tangible equity divided by common shares outstanding. See Non-GAAP Financial Measures. | |
(5) | Calculation based upon annualized net income. | |
(6) | Net income (loss) divided by average total assets. | |
(7) | Net income (loss) divided by average stockholders equity. | |
(8) | Net income (loss) divided by average tangible equity. See Non-GAAP Financial Measures. | |
(9) | Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. | |
(10) | Net interest income before provision for credit losses divided by average interest-earning assets. | |
(11) | Total non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(12) | Cash dividends per share times common shares outstanding divided by net income. | |
(13) | 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 total risk-weighted assets); 6 percent for Tier 1 Risk-Based Capital Ratio (Tier 1 capital divided by total risk-weighted assets); and 5 percent for Tier 1 Leverage Ratio (Tier 1 capital divided by average total assets). | |
(14) | Non-performing loans consist of non-accrual loans, loans past due 90 days or more and restructured loans. | |
(15) | Non-performing assets consist of non-performing loans (see footnote (14) above) and other real estate owned. | |
(16) | Calculation based upon annualized net loan charge-offs. |
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As of and for the Six | ||||||||
Months Ended June 30, | ||||||||
2008 | 2007 | |||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||
AVERAGE BALANCES: |
||||||||
Average Gross Loans, Net (1) |
$ | 3,310,101 | $ | 2,949,129 | ||||
Average Investment Securities |
$ | 319,457 | $ | 381,113 | ||||
Average Interest-Earning Assets |
$ | 3,673,663 | $ | 3,389,901 | ||||
Average Total Assets |
$ | 3,944,199 | $ | 3,780,147 | ||||
Average Deposits |
$ | 2,938,910 | $ | 2,956,629 | ||||
Average Borrowings |
$ | 587,189 | $ | 278,316 | ||||
Average Interest-Bearing Liabilities |
$ | 2,874,115 | $ | 2,519,725 | ||||
Average Stockholders Equity |
$ | 378,030 | $ | 497,444 | ||||
Average Tangible Equity (2) |
$ | 264,943 | $ | 278,835 | ||||
PER SHARE DATA: |
||||||||
Earnings (Loss) Per Share Basic |
$ | (2.24 | ) | $ | 0.58 | |||
Earnings (Loss) Per Share Diluted |
$ | (2.24 | ) | $ | 0.58 | |||
Cash Dividends Per Share |
$ | 0.09 | $ | 0.12 | ||||
SELECTED PERFORMANCE RATIOS: |
||||||||
Return on Average Total Assets (3) (4) |
(5.23 | %) | 1.51 | % | ||||
Return on Average Stockholders Equity (3) (5) |
(54.59 | %) | 11.45 | % | ||||
Return on Average Tangible Equity (3) (6) |
(77.90 | %) | 20.43 | % | ||||
Efficiency Ratio (9) |
172.25 | % | 43.72 | % | ||||
Net Interest Spread (7) |
2.88 | % | 3.29 | % | ||||
Net Interest Margin (8) |
3.74 | % | 4.55 | % | ||||
Dividend Payout Ratio (10) |
(4.03 | %) | 20.37 | % | ||||
Average Stockholders Equity to Average Total Assets |
9.58 | % | 13.16 | % |
(1) | Loans are net of deferred fees and related direct costs. | |
(2) | Average tangible equity is calculated by subtracting average goodwill and average core deposit intangible assets from average stockholders equity. See Non-GAAP Financial Measures. | |
(3) | Calculation based upon annualized net income. | |
(4) | Net income (loss) divided by average total assets. | |
(5) | Net income (loss) divided by average stockholders equity. | |
(6) | Net income (loss) divided by average tangible equity. See Non-GAAP Financial Measures. | |
(7) | Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. | |
(8) | Net interest income before provision for credit losses divided by average interest-earning assets. | |
(9) | Total non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(10) | Cash dividends per share times common shares outstanding divided by net income. |
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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 other intangible assets from average stockholders equity. Banking and
financial institution regulators also exclude goodwill and other intangible assets from
stockholders 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 the GAAP performance measure to this non-GAAP performance
measure for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Average Stockholders Equity |
$ | 377,096 | $ | 495,719 | $ | 378,030 | $ | 497,444 | ||||||||
Less Average Goodwill and Average Other Intangible Assets |
(112,386 | ) | (218,305 | ) | (113,087 | ) | (218,609 | ) | ||||||||
Average Tangible Equity |
$ | 264,710 | $ | 277,414 | $ | 264,943 | $ | 278,835 | ||||||||
Return on Average Stockholders Equity |
(112.57 | %) | 12.35 | % | (54.59 | %) | 11.45 | % | ||||||||
Effect of Average Goodwill and Average Other Intangible Assets |
(47.80 | %) | 9.72 | % | (23.31 | %) | 8.98 | % | ||||||||
Return on Average Tangible Equity |
(160.37 | %) | 22.07 | % | (77.90 | %) | 20.43 | % | ||||||||
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 other intangible assets from total stockholders 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 the GAAP performance measure to this non-GAAP performance
measure for the periods indicated:
June 30, | ||||||||
2008 | 2007 | |||||||
(Dollars in Thousands; | ||||||||
Except Per Share Data) | ||||||||
Total Stockholders Equity |
$ | 261,505 | $ | 485,163 | ||||
Less Goodwill and Other Intangible Assets |
(5,882 | ) | (217,968 | ) | ||||
Tangible Equity |
$ | 255,623 | $ | 267,195 | ||||
Book Value Per Share |
$ | 5.70 | $ | 10.12 | ||||
Effect of Goodwill and Other Intangible Assets |
(0.13 | ) | (4.55 | ) | ||||
Tangible Book Value Per Share |
$ | 5.57 | $ | 5.57 | ||||
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EXECUTIVE OVERVIEW
As of June 30, 2008, we had $3.85 billion in total assets, $3.36 billion in total gross loans
and $2.96 billion in total deposits, compared to $3.98 billion, $3.29 billion and $3.00 billion,
respectively, as of December 31, 2007.
The focus of our business has been on commercial and real estate lending. As of June 30, 2008,
we maintained a branch network of 25 full-service branch offices in California and eight loan
production offices in California, Colorado, Georgia, Illinois, Texas, Virginia and Washington. In
February 2008, we opened a new full-service branch in Beverly Hills, California. We are currently
planning to open two more full-service branches in the Southern California area by the end of 2008.
During the past two years, the economic conditions in the markets in which our borrowers
operate continued to deteriorate and the levels of loan delinquency and defaults that we
experienced were substantially higher than historical levels. Starting in the fourth quarter of
2007, we expanded our portfolio monitoring activities in an attempt to identify problematic loans.
For non-performing loans, we are enhancing our collection efforts, increasing workout and collection
personnel and creating individual action plans to maximize, to the extent possible, collections on
such loans. We will continue our expanded monitoring of the loan portfolio until economic
conditions have improved sufficiently and loan delinquency and defaults improve.
For the three months ended June 30, 2008, we recognized a net loss of $105.5 million, as
compared with net income of $15.3 million for the same period in 2007. Such loss in the second
quarter of 2008 was primarily caused by a goodwill impairment charge of $107.4 million occasioned
by the decline in the market value of our common stock that reflects, in part, recent turmoil in
the financial markets, and a provision for credit losses of $19.2 million. If we measure our
operating results from our continuing operations without the impairment charge on a non-GAAP basis
(as shown in the table below), we realized net income of $1.8 million for the three months ended
June 30, 2008 and $4.8 million for the six months ended June 30, 2008.
Effect of | ||||||||||||
Impairment | ||||||||||||
Loss on | ||||||||||||
GAAP | Goodwill | Non-GAAP | ||||||||||
(In Thousands) | ||||||||||||
Three Months Ended June 30, 2008: |
||||||||||||
Net Income (Loss)
|
$ | (105,547 | ) | $ | 107,393 | $ | 1,846 | |||||
Six Months Ended June 30, 2008: |
||||||||||||
Net Income (Loss)
|
$ | (102,626 | ) | $ | 107,393 | $ | 4,767 |
Management believes the presentation of this financial measure, excluding the impact of the
goodwill impairment charge, 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 our
results from our core banking operations.
20
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Key Performance Indicators
We believe the following were key indicators of our operating performance for the periods
indicated:
Three Months Ended June 30, 2008 vs. Three Months Ended June 30, 2007
| The annualized return on average total assets was (10.83) percent for the three months ended June 30, 2008, compared to 1.60 percent for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP annualized return on average total assets was 0.19 percent for the three months ended June 30, 2008. | ||
| The annualized return on average stockholders equity was (112.57) percent for the three months ended June 30, 2008, and the annualized return on average tangible equity was (160.37) percent, compared to 12.35 percent and 22.07 percent, respectively, for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP annualized return on average stockholders equity was 1.97 percent for the three months ended June 30, 2008, and the non-GAAP annualized return on average tangible equity was 2.80 percent. | ||
| The efficiency ratio (non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income) was 296.07 percent for the three months ended June 30, 2008, compared to 43.70 percent for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP efficiency ratio was 50.43 percent for the three months ended June 30, 2008. | ||
| The net interest spread and net interest margin for the three months ended June 30, 2008 were 2.95 percent and 3.75 percent, respectively, compared to 3.24 percent and 4.50 percent, respectively, for the same period in 2007. |
Six Months Ended June 30, 2008 vs. Six Months Ended June 30, 2007
| The annualized return on average total assets was (5.23) percent for the six months ended June 30, 2008, compared to 1.51 percent for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP annualized return on average total assets was 0.24 percent for the six months ended June 30, 2008. | ||
| The annualized return on average stockholders equity was (54.59) percent for the six months ended June 30, 2008, and the annualized return on average tangible equity was (77.90) percent, compared to 11.45 percent and 20.23 percent, respectively, for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP annualized return on average stockholders equity was 2.54 percent for the six months ended June 30, 2008, and the non-GAAP annualized return on average tangible equity was 3.62 percent. | ||
| The efficiency ratio (non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income) was 172.25 percent for the six months ended June 30, 2008, compared to 43.72 percent for the same period in 2007. Excluding the impact of the goodwill impairment charge, the non-GAAP efficiency ratio was 49.77 percent for the six months ended June 30, 2008. | ||
| The net interest spread and net interest margin for the six months ended June 30, 2008 were 2.88 percent and 3.74 percent, respectively, compared to 3.29 percent and 4.55 percent, respectively, for the same period in 2007. |
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The performance ratios presented above (return on average assets, return on average
stockholders equity, return on average tangible equity and the efficiency ratio), excluding
impairment loss on goodwill, are supplemental financial information determined by a method other
than in accordance with GAAP. These non-GAAP measures are used by management in the analysis of
Hanmi Financials performance. Return on average total assets is calculated by dividing net income
(loss) by average total assets. Return on average stockholders equity is calculated by dividing
net income (loss) by average stockholders equity. Return on average tangible equity is calculated
by dividing net income (loss) by average tangible equity. The efficiency ratio is calculated by
dividing total non-interest expenses by the sum of net interest income before provision for credit
losses and total non-interest income.
The following table reconciles the GAAP performance measures to the non-GAAP performance
measures for the periods indicated:
Effect of | ||||||||||||
Impairment | ||||||||||||
Loss on | ||||||||||||
GAAP | Goodwill | Non-GAAP | ||||||||||
(Dollars in Thousands) | ||||||||||||
Three Months Ended June 30, 2008: |
||||||||||||
Total Non-Interest Expenses |
$ | 129,443 | $ | (107,393 | ) | $ | 22,050 | |||||
Return on Average Total Assets |
(10.83 | %) | 11.02 | % | 0.19 | % | ||||||
Return on Average Stockholders Equity |
(112.57 | %) | 114.54 | % | 1.97 | % | ||||||
Return on Average Tangible Equity |
(160.36 | %) | 163.16 | % | 2.80 | % | ||||||
Efficiency Ratio |
296.07 | % | (245.64 | %) | 50.43 | % | ||||||
Six Months Ended June 30, 2008: |
||||||||||||
Total Non-Interest Expenses |
$ | 151,031 | $ | (107,393 | ) | $ | 43,638 | |||||
Return on Average Total Assets |
(5.23 | %) | 5.47 | % | 0.24 | % | ||||||
Return on Average Stockholders Equity |
(54.59 | %) | 57.13 | % | 2.54 | % | ||||||
Return on Average Tangible Equity |
(77.89 | %) | 81.51 | % | 3.62 | % | ||||||
Efficiency Ratio |
172.25 | % | (122.48 | %) | 49.77 | % |
Management believes the presentation of these performing ratios, excluding impairment loss on
goodwill, provides useful supplemental information that is essential to a proper understanding of
the financial results of Hanmi Financial and its core banking operations. These disclosures 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.
Summary of Changes in Balance Sheets June 30, 2008 Compared to December 31, 2007
| Total assets decreased $138.6 million, or 3.5 percent, from $3.98 billion as of December 31, 2007 to $3.85 billion as of June 30, 2008. | ||
| Loans receivable (including loans held for sale), net of deferred loan fees and allowance for loan losses, increased $48.8 million, or 1.5 percent, from $3.24 billion as of December 31, 2007 to $3.29 billion as of June 30, 2008. | ||
| Total deposits decreased $40.1 million, or 1.3 percent, from $3.00 billion as of December 31, 2007 to $2.96 billion as of June 30, 2008. | ||
| Total stockholders equity decreased $109.1 million, or 29.4 percent, from $370.6 million as of December 31, 2007 to $261.5 million as of June 30, 2008. |
22
Table of Contents
2008 Outlook
As we look ahead to the remainder of 2008, the economies and real estate markets in our
primary market areas will continue to be significant determinants of the quality of our assets in
future periods and thus our provision for credit losses, results of operations, liquidity and
financial condition. We continue to anticipate that the weak economic conditions will prevail
nationally and in California at least through the end of 2008, largely the result of a decline in
the housing market (construction and sales as well as falling home prices) and credit quality
problems. Responding to this difficult environment, we are making significant changes in two
critical areas. First, we are enhancing existing policies and procedures regarding the monitoring
of loans to be more stringent and make it more difficult to allow exceptions from our loan policy.
Second, we are strengthening and centralizing the loan underwriting and approval processes,
including centralizing the credit underwriting function at three locations, creating a central
monitoring mechanism to monitor all loans, and increasing resources in the Banks departments
responsible for addressing problem assets.
Complementing these initiatives is a program to improve our organizational structure and
streamline our operations. Our goal is to reduce costs and gain greater operating efficiencies. We
currently have approximately 600 employees. During the third quarter of 2008, we expect to achieve
a net reduction in headcount of approximately 10 percent. The headcount reduction will be across
all of our operations, but the majority will be in marketing, given that, in the current
environment, we are not seeking to aggressively grow the loan portfolio.
During the third quarter of 2008, we will also be initiating a marketing campaign to increase
deposits with a goal of lowering the loan-to-deposit ratio below
105 percent by the end of 2008 from a current level of
111 percent as of June 30, 2008. We
anticipate that the deposit growth will help our liquidity. See Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations Interest Rate Risk Management and
" Liquidity and Capital Resources for further discussion.
RESULTS OF OPERATIONS
Net Interest Income Before Provision for Credit Losses
Our earnings depend largely upon the difference between the interest income received from our
loan portfolio and other interest-earning assets and the interest paid on deposits and borrowings.
The difference is net interest income. The difference between the yield earned on
interest-earning assets and the cost of interest-bearing liabilities is net interest spread. 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 the change in the level and mix of interest-earning assets
and interest-bearing liabilities, referred to as volume changes. Our net interest income also is
affected by changes in the yields earned on interest-earning assets and rates paid on
interest-bearing 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 Federal Reserve Bank of San Francisco.
23
Table of Contents
Three Months Ended June 30, 2008 vs. Three Months Ended June 30, 2007
The following table shows the average balances of assets, liabilities and stockholders
equity; the amount of interest income and 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, 2008 | June 30, 2007 | |||||||||||||||||||||||
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) |
$ | 3,317,061 | $ | 55,905 | 6.78 | % | $ | 3,014,895 | $ | 65,212 | 8.68 | % | ||||||||||||
Municipal Securities (2) |
63,177 | 662 | 4.19 | % | 72,284 | 762 | 4.22 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
84,088 | 884 | 4.21 | % | 118,696 | 1,233 | 4.16 | % | ||||||||||||||||
Other Debt Securities |
149,525 | 1,694 | 4.53 | % | 184,618 | 2,141 | 4.64 | % | ||||||||||||||||
Equity Securities |
38,031 | 486 | 5.11 | % | 25,290 | 336 | 5.31 | % | ||||||||||||||||
Federal Funds Sold |
5,621 | 31 | 2.21 | % | 13,340 | 176 | 5.28 | % | ||||||||||||||||
Interest-Earning Deposits |
173 | 1 | 2.31 | % | | | | |||||||||||||||||
Total Interest-Earning Assets |
3,657,676 | 59,663 | 6.56 | % | 3,429,123 | 69,860 | 8.17 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
85,600 | 91,690 | ||||||||||||||||||||||
Allowance for Loan Losses |
(52,685 | ) | (31,046 | ) | ||||||||||||||||||||
Other Assets |
230,205 | 328,403 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
263,120 | 389,047 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 3,920,796 | $ | 3,818,170 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Savings |
$ | 91,803 | 527 | 2.31 | % | $ | 99,457 | 502 | 2.02 | % | ||||||||||||||
Money Market Checking and NOW Accounts |
718,257 | 5,707 | 3.20 | % | 432,408 | 3,666 | 3.40 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
1,098,990 | 11,040 | 4.04 | % | 1,411,099 | 18,778 | 5.34 | % | ||||||||||||||||
Other Time Deposits |
320,732 | 3,213 | 4.03 | % | 303,957 | 3,851 | 5.08 | % | ||||||||||||||||
FHLB Advances and Other Borrowings |
538,833 | 3,944 | 2.94 | % | 222,338 | 2,919 | 5.27 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 1,164 | 5.68 | % | 82,406 | 1,660 | 8.08 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,851,021 | 25,595 | 3.61 | % | 2,551,665 | 31,376 | 4.93 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
652,724 | 720,827 | ||||||||||||||||||||||
Other Liabilities |
39,955 | 49,959 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
692,679 | 770,786 | ||||||||||||||||||||||
Total Liabilities |
3,543,700 | 3,322,451 | ||||||||||||||||||||||
Stockholders Equity |
377,096 | 495,719 | ||||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,920,796 | $ | 3,818,170 | ||||||||||||||||||||
NET INTEREST INCOME |
$ | 34,068 | $ | 38,484 | ||||||||||||||||||||
NET INTEREST SPREAD (3) |
2.95 | % | 3.24 | % | ||||||||||||||||||||
NET INTEREST MARGIN (4) |
3.75 | % | 4.50 | % | ||||||||||||||||||||
(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 $851,000 and $870,000 for the three months ended June 30, 2008 and 2007, respectively. | |
(2) | If computed on a tax-equivalent basis using an effective marginal rate of 35 percent, tax-exempt income would be $1.0 million and $1.2 million, and the yields would be 6.45 percent and 6.49 percent, for the three months ended June 30, 2008 and 2007, 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. |
24
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 June 30, 2008 vs. | ||||||||||||
Three Months Ended June 30, 2007 | ||||||||||||
Increases (Decreases) Due to Change in | ||||||||||||
Volume | Rate | Total | ||||||||||
(In Thousands) | ||||||||||||
Interest and Dividend Income: |
||||||||||||
Gross Loans, Net |
$ | 6,014 | $ | (15,321 | ) | $ | (9,307 | ) | ||||
Municipal Securities |
(95 | ) | (5 | ) | (100 | ) | ||||||
Obligations of Other U.S. Government Agencies |
(364 | ) | 15 | (349 | ) | |||||||
Other Debt Securities |
(399 | ) | (48 | ) | (447 | ) | ||||||
Equity Securities |
163 | (13 | ) | 150 | ||||||||
Federal Funds Sold |
(72 | ) | (73 | ) | (145 | ) | ||||||
Interest-Earning Deposits |
1 | | 1 | |||||||||
Total Interest and Dividend Income |
5,248 | (15,445 | ) | (10,197 | ) | |||||||
Interest Expense: |
||||||||||||
Savings |
(41 | ) | 66 | 25 | ||||||||
Money Market Checking and NOW Accounts |
2,274 | (233 | ) | 2,041 | ||||||||
Time Deposits of $100,000 or More |
(3,687 | ) | (4,051 | ) | (7,738 | ) | ||||||
Other Time Deposits |
201 | (839 | ) | (638 | ) | |||||||
FHLB Advances and Other Borrowings |
2,743 | (1,718 | ) | 1,025 | ||||||||
Junior Subordinated Debentures |
| (496 | ) | (496 | ) | |||||||
Total Interest Expense |
1,490 | (7,271 | ) | (5,781 | ) | |||||||
Change in Net Interest Income |
$ | 3,758 | $ | (8,174 | ) | $ | (4,416 | ) | ||||
For the three months ended June 30, 2008 and 2007, net interest income before provision for
credit losses was $34.1 million and $38.5 million, respectively. The net interest spread and net
interest margin for the three months ended June 30, 2008 were 2.95 percent and 3.75 percent,
respectively, compared to 3.24 percent and 4.50 percent, respectively, for the same period in 2007.
The compression in the net interest margin continues to be driven by intense competition among
Korean-American banks, particularly in the pricing of deposits; and the Federal Reserve Boards 225
basis point cut in short-term interest rates in the first four months of 2008.
Average interest-earning assets increased 6.7 percent to $3.66 billion for the three months
ended June 30, 2008 from $3.43 billion for the same period in 2007. Average gross loans increased
10.0 percent to $3.32 billion for the three months ended June 30, 2008 from $3.01 billion for the
same period in 2007. Average investment securities decreased 21.0 percent to $296.8 million for the
three months ended June 30, 2008 from $375.6 million for the same period in 2007.
The yield on average interest-earning assets decreased by 161 basis points from 8.17 percent
for the three months ended June 30, 2007 to 6.56 percent for the same period in 2008, reflecting a
decrease in the average yield on loans. Total loan interest income decreased by 14.3 percent for
the three months ended June 30, 2008 due primarily to a decrease in the average yield on loans from
8.68 percent for the three months ended June 30, 2007 to 6.78 percent for the same period in 2008.
During this period, the average Wall Street Journal Prime Rate dropped 317 basis points from 8.25
percent for the three months ended June 30, 2007 to 5.08 percent for the same period in 2008. The
mix of average interest-earning assets was 90.7 percent loans, 8.1 percent investment securities
and 1.2 percent other interest-earning assets for the three months ended June 30, 2008, compared to
87.9 percent loans, 11.0 percent investment securities and 1.1 percent other interest-earning
assets for the same period in 2007.
The majority of interest-earning assets growth was funded by a $316.5 million, or 142.3
percent, increase in average FHLB advances and other borrowings. Total average interest-bearing
liabilities grew by 11.7 percent to $2.85 billion for the three months ended June 30, 2008 compared
to $2.55 billion for the same period in 2007. The average interest rate paid for interest-bearing
liabilities decreased by 132 basis points from 4.93 percent for the three months ended June 30,
2007 to 3.61 percent for the same period in 2008. The decrease was primarily due to the Federal
Reserve Boards rate cuts, partially offset by intense competition, primarily among Korean-American
banks.
25
Table of Contents
Six Months Ended June 30, 2008 vs. Six Months Ended June 30, 2007
The following table shows the average balances of assets, liabilities and stockholders
equity; the amount of interest income and 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.
Six Months Ended | ||||||||||||||||||||||||
June 30, 2008 | June 30, 2007 | |||||||||||||||||||||||
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) |
$ | 3,310,101 | $ | 116,503 | 7.08 | % | $ | 2,949,129 | $ | 127,773 | 8.74 | % | ||||||||||||
Municipal Securities (2) |
67,528 | 1,421 | 4.21 | % | 72,340 | 1,526 | 4.22 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
96,974 | 2,129 | 4.39 | % | 118,483 | 2,489 | 4.20 | % | ||||||||||||||||
Other Debt Securities |
154,955 | 3,565 | 4.60 | % | 190,290 | 4,416 | 4.64 | % | ||||||||||||||||
Equity Securities |
35,760 | 900 | 5.03 | % | 25,149 | 705 | 5.61 | % | ||||||||||||||||
Federal Funds Sold |
8,258 | 114 | 2.76 | % | 34,317 | 902 | 5.26 | % | ||||||||||||||||
Term Federal Funds Sold |
| | | 193 | 5 | 5.18 | % | |||||||||||||||||
Interest-Earning Deposits |
87 | 1 | 2.30 | % | | | | |||||||||||||||||
Total Interest-Earning Assets |
3,673,663 | 124,633 | 6.82 | % | 3,389,901 | 137,816 | 8.20 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
89,727 | 91,221 | ||||||||||||||||||||||
Allowance for Loan Losses |
(47,615 | ) | (29,076 | ) | ||||||||||||||||||||
Other Assets |
228,424 | 328,101 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
270,536 | 390,246 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 3,944,199 | $ | 3,780,147 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Savings |
$ | 92,135 | 1,054 | 2.30 | % | $ | 100,114 | 963 | 1.94 | % | ||||||||||||||
Money Market Checking and NOW Accounts |
637,875 | 10,367 | 3.27 | % | 430,152 | 7,138 | 3.35 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
1,226,728 | 26,727 | 4.38 | % | 1,408,718 | 37,276 | 5.34 | % | ||||||||||||||||
Other Time Deposits |
330,188 | 7,186 | 4.38 | % | 302,425 | 7,609 | 5.07 | % | ||||||||||||||||
FHLB Advances and Other Borrowings |
504,783 | 8,421 | 3.35 | % | 195,910 | 5,090 | 5.24 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 2,613 | 6.38 | % | 82,406 | 3,299 | 8.07 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,874,115 | 56,368 | 3.94 | % | 2,519,725 | 61,375 | 4.91 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
651,984 | 715,220 | ||||||||||||||||||||||
Other Liabilities |
40,070 | 47,758 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
692,054 | 762,978 | ||||||||||||||||||||||
Total Liabilities |
3,566,169 | 3,282,703 | ||||||||||||||||||||||
Stockholders Equity |
378,030 | 497,444 | ||||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,944,199 | $ | 3,780,147 | ||||||||||||||||||||
NET INTEREST INCOME |
$ | 68,265 | $ | 76,441 | ||||||||||||||||||||
NET INTEREST SPREAD (3) |
2.88 | % | 3.29 | % | ||||||||||||||||||||
NET INTEREST MARGIN (4) |
3.74 | % | 4.55 | % | ||||||||||||||||||||
(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 $1.4 million and $1.8 million for the six months ended June 30, 2008 and 2007, respectively. | |
(2) | If computed on a tax-equivalent basis using an effective marginal rate of 35 percent, tax-exempt income would be $2.2 million and $2.3 million, and the yields would be 6.47 percent and 6.49 percent, for the six months ended June 30, 2008 and 2007, 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. |
26
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.
Six Months Ended June 30, 2008 vs. | ||||||||||||
Six Months Ended June 30, 2007 | ||||||||||||
Increases (Decreases) Due to Change in | ||||||||||||
Volume | Rate | Total | ||||||||||
(In Thousands) | ||||||||||||
Interest and Dividend Income: |
||||||||||||
Gross Loans, Net |
$ | 14,655 | $ | (25,925 | ) | $ | (11,270 | ) | ||||
Municipal Securities |
(101 | ) | (4 | ) | (105 | ) | ||||||
Obligations of Other U.S. Government Agencies |
(468 | ) | 108 | (360 | ) | |||||||
Other Debt Securities |
(813 | ) | (38 | ) | (851 | ) | ||||||
Equity Securities |
273 | (78 | ) | 195 | ||||||||
Federal Funds Sold |
(485 | ) | (303 | ) | (788 | ) | ||||||
Term Federal Funds Sold |
(2 | ) | (3 | ) | (5 | ) | ||||||
Interest-Earning Deposits |
1 | | 1 | |||||||||
Total Interest and Dividend Income |
13,060 | (26,243 | ) | (13,183 | ) | |||||||
Interest Expense: |
||||||||||||
Savings |
(81 | ) | 172 | 91 | ||||||||
Money Market Checking and NOW Accounts |
3,399 | (170 | ) | 3,229 | ||||||||
Time Deposits of $100,000 or More |
(4,424 | ) | (6,125 | ) | (10,549 | ) | ||||||
Other Time Deposits |
670 | (1,093 | ) | (423 | ) | |||||||
FHLB Advances and Other Borrowings |
5,702 | (2,371 | ) | 3,331 | ||||||||
Junior Subordinated Debentures |
| (686 | ) | (686 | ) | |||||||
Total Interest Expense |
5,266 | (10,273 | ) | (5,007 | ) | |||||||
Change in Net Interest Income |
$ | 7,794 | $ | (15,970 | ) | $ | (8,176 | ) | ||||
For the six months ended June 30, 2008 and 2007, net interest income before provision for
credit losses was $68.3 million and $76.4 million, respectively. The net interest spread and net
interest margin for the six months ended June 30, 2008 were 2.88 percent and 3.74 percent,
respectively, compared to 3.29 percent and 4.55 percent, respectively, for the same period in 2007.
The compression in the net interest margin continues to be driven by intense competition among
Korean-American banks, particularly in the pricing of deposits; and the Federal Reserve Boards 225
basis point cut in short-term interest rates in the first four months of 2008.
Average interest-earning assets increased 8.4 percent to $3.67 billion for the six months
ended June 30, 2008 from $3.39 billion for the same period in 2007. Average gross loans increased
12.2 percent to $3.31 billion for the six months ended June 30, 2008 from $2.95 billion for the
same period in 2007. Average investment securities decreased 16.2 percent to $319.4 million for the
six months ended June 30, 2008 from $381.1 million for the same period in 2007.
The yield on average interest-earning assets decreased by 138 basis points from 8.20 percent
for the six months ended June 30, 2007 to 6.82 percent for the same period in 2008, reflecting a
decrease in the average yield on loans. Total loan interest income decreased by 8.8 percent for the
six months ended June 30, 2008 due primarily to a decrease in the average yield on loans from 8.74
percent for the six months ended June 30, 2007 to 7.08 percent for the same period in 2008. During
this period, the average Wall Street Journal Prime Rate dropped 260 basis points from 8.25 percent
for the six months ended June 30, 2007 to 5.65 percent for the same period in 2008. The mix of
average interest-earning assets was 90.1 percent loans, 8.7 percent investment securities and 1.2
percent other interest-earning assets for the six months ended June 30, 2008, compared to 87.0
percent loans, 11.2 percent investment securities and 1.8 percent other interest-earning assets for
the same period in 2007.
The majority of interest-earning assets growth was funded by a $308.9 million, or 157.7
percent, increase in average FHLB advances and other borrowings. Total average interest-bearing
liabilities grew by 14.1 percent to $2.87 billion for the six months ended June 30, 2008 compared
to $2.52 billion for the same period in 2007. The average interest rate paid for interest-bearing
liabilities decreased by 97 basis points from 4.91 percent for the six months ended June 30, 2007
to 3.94 percent for the same period in 2008. The decrease was primarily due to the Federal Reserve
Boards rate cuts, partially offset by intense competition, primarily among Korean-American banks.
27
Table of Contents
Provision for Credit Losses
For the three months ended June 30, 2008 and 2007, the provision for credit losses was $19.2
million and $3.0 million, respectively. For the six months ended June 30, 2008 and 2007, the
provision for credit losses was $37.1 million and $9.2 million, respectively. The increase in the
provision for credit losses for both periods is attributable to increases in net charge-offs,
non-performing and delinquent loans, and criticized and classified loans. See Non-Performing
Assets and Allowance for Loan Losses and Allowance for Off-Balance Sheet Items for further
details. While the level of non-performing and delinquent loans are indicators of the credit
quality of the portfolio, the provision for credit losses is determined based primarily on loan
classifications and the historical loss experience.
Non-Interest Income
We earn non-interest income from four major sources: service charges on deposit accounts, fees
generated from international trade finance, insurance commissions and other service charges and
fees. In addition, we sell certain assets. Such sales are determined mainly for risk management
purposes.
Three Months Ended June 30, 2008 vs. Three Months Ended June 30, 2007
The following table sets forth the various components of non-interest income for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 4,539 | $ | 4,438 | $ | 101 | 2.3 | % | ||||||||
Insurance Commissions |
1,384 | 1,279 | 105 | 8.2 | % | |||||||||||
Trade Finance Fees |
825 | 1,177 | (352 | ) | (29.9 | %) | ||||||||||
Remittance Fees |
539 | 520 | 19 | 3.7 | % | |||||||||||
Other Service Charges and Fees |
703 | 574 | 129 | 22.5 | % | |||||||||||
Bank-Owned Life Insurance Income |
234 | 229 | 5 | 2.2 | % | |||||||||||
Change in Fair Value of Derivatives |
(41 | ) | 222 | (263 | ) | (118.5 | %) | |||||||||
Other Income |
917 | 491 | 426 | 86.8 | % | |||||||||||
Gain on Sales of Loans |
552 | 1,762 | (1,210 | ) | (68.7 | %) | ||||||||||
Total Non-Interest Income |
$ | 9,652 | $ | 10,692 | $ | (1,040 | ) | (9.7 | %) | |||||||
For the three months ended June 30, 2008, non-interest income was $9.7 million, a decrease of
$1.0 million, or 9.7 percent, from $10.7 million for the same period in 2007. The decrease in
non-interest income is primarily attributable to decreases in gain on sales of loans and trade
finance fees, partially offset by higher other income.
Service charges on deposit accounts increased by $101,000, or 2.3 percent, from $4.4 million
for the three months ended June 30, 2007 to $4.5 million for the same period in 2008. The increase
was due to higher fees from returned check items.
Insurance commissions increased by $105,000, or 8.2 percent, from $1.3 million for the three
months ended June 30, 2007 to $1.4 million for the same period in 2008. The increase was due to
business growth at Chun-Ha and All World.
Fees generated from international trade finance decreased by $352,000, or 29.9 percent, from
$1.2 million for the three months ended June 30, 2007 to $825,000 for the same period in 2008.
Trade finance fees relate primarily to import and export letters of credit. The decrease is
attributable primarily to a decline in export letter of credit volume due to a soft economy.
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Table of Contents
Other service charges and fees increased by $129,000, or 22.5 percent, from $574,000 for the
three months ended June 30, 2007 to $703,000 for the same period in 2008. Other service charges and
fees consist primarily of late charges, annual fees and loan servicing fee income. The increase is
attributable primarily to higher late charges and loan servicing fee income.
Other income increased by $426,000, or 86.8 percent, from $491,000 for the three months ended
June 30, 2007 to $917,000 for the same period in 2008. The increase was attributable primarily to a
$450,000 refund of a previously paid consulting fee to an outside vendor.
Gain on sales of loans was $552,000 for the three months ended June 30, 2008, compared to $1.8
million for the same period in 2007. During the three months ended June 30, 2008, there were SBA
loan sales of $15.3 million at an average gain of 3.2 percent, compared to SBA loan sales of $35.6
million at an average gain of 4.9 percent for the same period in 2007.
Six Months Ended June 30, 2008 vs. Six Months Ended June 30, 2007
The following table sets forth the various components of non-interest income for the periods
indicated:
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 9,256 | $ | 8,926 | $ | 330 | 3.7 | % | ||||||||
Insurance Commissions |
2,699 | 2,404 | 295 | 12.3 | % | |||||||||||
Trade Finance Fees |
1,690 | 2,467 | (777 | ) | (31.5 | %) | ||||||||||
Remittance Fees |
1,044 | 991 | 53 | 5.3 | % | |||||||||||
Other Service Charges and Fees |
1,419 | 1,190 | 229 | 19.2 | % | |||||||||||
Bank-Owned Life Insurance Income |
474 | 459 | 15 | 3.3 | % | |||||||||||
Change in Fair Value of Derivatives |
198 | 314 | (116 | ) | (36.9 | %) | ||||||||||
Other Income |
1,254 | 766 | 488 | 63.7 | % | |||||||||||
Gain on Sales of Loans |
765 | 3,162 | (2,397 | ) | (75.8 | %) | ||||||||||
Gain on Sales of Securities Available for Sale |
618 | | 618 | | ||||||||||||
Total Non-Interest Income |
$ | 19,417 | $ | 20,679 | $ | (1,262 | ) | (6.1 | %) | |||||||
For the six months ended June 30, 2008, non-interest income was $19.4 million, a decrease of
$1.3 million, or 6.1 percent, from $20.7 million for the same period in 2007. The decrease in
non-interest income is primarily attributable to decreases in gain on sales of loans and trade
finance fees, partially offset by gain on sales of securities available for sale and an increase in
other income.
Service charges on deposit accounts increased by $330,000, or 3.7 percent, from $8.9 million
for the six months ended June 30, 2007 to $9.3 million for the same period in 2008. The increase
was due to higher fees from returned check items.
Insurance commissions increased by $295,000, or 12.3 percent, from $2.4 million for the six
months ended June 30, 2007 to $2.7 million for the same period in 2008. The increase was due to
business growth at Chun-Ha and All World.
Fees generated from international trade finance decreased by $777,000, or 31.5 percent, from
$2.5 million for the six months ended June 30, 2007 to $1.7 million for the same period in 2008.
Trade finance fees relate primarily to import and export letters of credit. The decrease is
attributable primarily to a decline in export letter of credit volume due to a soft economy.
Other service charges and fees increased by $229,000, or 19.2 percent, from $1.2 million for
the three months ended June 30, 2007 to $1.4 million for the same period in 2008. Other service
charges and fees consist primarily of late charges, annual fees and loan servicing fee income. The
increase is attributable primarily to higher late charges and loan servicing fee income.
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Other income increased by $488,000, or 63.7 percent, from $766,000 for the six months ended
June 30, 2007 to $1.3 million for the same period in 2008. The increase was attributable primarily
to a $450,000 refund of a previously paid consulting fee to an outside vendor.
Gain on sales of loans was $765,000 for the six months ended June 30, 2008, compared to $3.2
million for the same period in 2007. During the six months ended June 30, 2008, there were SBA loan
sales of $20.5 million at an average gain of 3.6 percent, compared to SBA loan sales of $66.4
million at an average gain of 4.7 percent for the same period in 2007.
Non-Interest Expenses
Three Months Ended June 30, 2008 vs. Three Months Ended June 30, 2007
The following table sets forth the breakdown of non-interest expenses for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 11,301 | $ | 10,782 | $ | 519 | 4.8 | % | ||||||||
Occupancy and Equipment |
2,792 | 2,571 | 221 | 8.6 | % | |||||||||||
Data Processing |
1,698 | 1,665 | 33 | 2.0 | % | |||||||||||
Professional Fees |
995 | 647 | 348 | 53.8 | % | |||||||||||
Advertising and Promotion |
888 | 889 | (1 | ) | (0.1 | %) | ||||||||||
Supplies and Communications |
623 | 704 | (81 | ) | (11.5 | %) | ||||||||||
Amortization of Other Intangible Assets |
502 | 592 | (90 | ) | (15.2 | %) | ||||||||||
Decrease in Fair Value of Embedded Options |
| 196 | (196 | ) | (100.0 | %) | ||||||||||
Other Operating Expenses |
3,251 | 3,444 | (193 | ) | (5.6 | %) | ||||||||||
Impairment Loss on Goodwill |
107,393 | | 107,393 | | ||||||||||||
Total Non-Interest Expenses |
$ | 129,443 | $ | 21,490 | $ | 107,953 | 502.3 | % | ||||||||
For the three months ended June 30, 2008 and 2007, non-interest expenses were $129.4 million
and $21.5 million, respectively. Excluding the impact of the goodwill impairment charge,
non-interest expenses were $22.1 million for the three months ended June 30, 2008. The efficiency
ratio (non-interest expenses divided by the sum of net interest income before provision for credit
losses and total non-interest income) for the three months ended June 30, 2008 was 296.07 percent
(50.43 percent excluding the goodwill impairment charge), compared to 43.70 percent for the same
period in 2007. The overall increase in non-interest expenses was due to the impairment loss on
goodwill, and two new branches (Rancho Cucamonga and Beverly Hills) opened since the second quarter
of 2007.
Salaries and employee benefits increased $519,000, or 4.8 percent, from $10.8 million for the
three months ended June 30, 2007 to $11.3 million for the same period in 2008. Salaries and
employee benefits increased due to additional personnel for the new branches, partially offset by a
lower bonus accrual. We anticipate a reduction in our salaries and employee benefits expense as we
implement our plan to reduce our overall headcount by approximately 10 percent.
Occupancy and equipment expense increased $221,000, or 8.6 percent, from $2.6 million for the
three months ended June 30, 2007 to $2.8 million for the same period in 2008. The increase was due
primarily to additional office space leased for the new branches.
Professional fees increased $348,000, or 53.8 percent, from $647,000 for the three months
ended June 30, 2007 to $995,000 for the same period in 2008. The increase was due primarily to
additional professional fees incurred in 2008 for credit, legal and valuation services.
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Table of Contents
Six Months Ended June 30, 2008 vs. Six Months Ended June 30, 2007
The following table sets forth the breakdown of non-interest expenses for the periods
indicated:
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 22,581 | $ | 22,543 | $ | 38 | 0.2 | % | ||||||||
Occupancy and Equipment |
5,574 | 5,083 | 491 | 9.7 | % | |||||||||||
Data Processing |
3,232 | 3,228 | 4 | 0.1 | % | |||||||||||
Professional Fees |
1,980 | 1,121 | 859 | 76.6 | % | |||||||||||
Advertising and Promotion |
1,700 | 1,550 | 150 | 9.7 | % | |||||||||||
Supplies and Communications |
1,327 | 1,292 | 35 | 2.7 | % | |||||||||||
Amortization of Other Intangible Assets |
1,026 | 1,206 | (180 | ) | (14.9 | %) | ||||||||||
Decrease in Fair Value of Embedded Options |
| 196 | (196 | ) | (100.0 | %) | ||||||||||
Other Operating Expenses |
6,218 | 6,240 | (22 | ) | (0.4 | %) | ||||||||||
Impairment Loss on Goodwill |
107,393 | | 107,393 | | ||||||||||||
Total Non-Interest Expenses |
$ | 151,031 | $ | 42,459 | $ | 108,572 | 255.7 | % | ||||||||
For the six months ended June 30, 2008 and 2007, non-interest expenses were $151.0 million and
$42.5 million, respectively. Excluding the impact of the goodwill impairment charge, non-interest
expenses were $43.6 million for the six months ended June 30, 2008. The efficiency ratio
(non-interest expenses divided by the sum of net interest income before provision for credit losses
and total non-interest income) for the six months ended June 30, 2008 was 172.25 percent (49.77
percent excluding the goodwill impairment charge), compared to 43.72 percent for the same period in
2007. The overall increase in non-interest expenses was due to the impairment loss on goodwill,
three new branches (Fullerton, Rancho Cucamonga and Beverly Hills) opened since the first quarter
of 2007, and increases in occupancy and equipment and professional fees.
Occupancy and equipment expense increased $491,000, or 9.7 percent, from $5.1 million for the
six months ended June 30, 2007 to $5.6 million for the same period in 2008. The increase was due
primarily to additional office space leased for the new branches.
Professional fees increased $859,000, or 76.6 percent, from $1.1 million for the six months
ended June 30, 2007 to $2.0 million for the same period in 2008. The increase was due primarily to
additional professional fees incurred in 2008 for credit, legal and valuation services.
Provision for Income Taxes
For the three months ended June 30, 2008, income
taxes of $595,000 were recognized on pre-tax
losses of $105.0 million, representing an effective tax rate of 0.6 percent, compared to income
taxes of $9.4 million recognized on pre-tax income of $24.7 million, representing an effective tax
rate of 38.1 percent, for the same period in 2007. For the six months ended June 30, 2008, income
taxes of $2.2 million were recognized on pre-tax losses of $100.4 million, representing an
effective tax rate of 2.2 percent, compared to income taxes of $17.3 million recognized on
pre-tax income of $45.5 million, representing an effective tax rate of 37.9 percent, for the same
period in 2007. The effective tax rate for 2008 includes a $107.4 million impairment loss on
goodwill, which is not deductible for tax purposes.
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FINANCIAL CONDITION
Investment Portfolio
Investment securities are classified as held to maturity or available for sale in accordance
with 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, 2008 or December 31, 2007. 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
mortgage-backed securities, municipal bonds, U.S. Government agency securities (Agency) and
collateralized mortgage obligations.
As of June 30, 2008, securities held to maturity, at amortized cost, totaled $926,000 and
securities available for sale, at fair value, totaled $261.7 million, compared to $940,000 and
$349.5 million, respectively, at December 31, 2007. The following table summarizes the amortized
cost, estimated fair value and unrealized gain (loss) of investment securities as of the dates
indicated:
June 30, 2008 | December 31, 2007 | |||||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | |||||||||||||||||||||
Amortized | Fair | Gain | Amortized | Fair | Gain | |||||||||||||||||||
Cost | Value | (Loss) | Cost | Value | (Loss) | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Held to Maturity: |
||||||||||||||||||||||||
Municipal Bonds |
$ | 694 | $ | 694 | $ | | $ | 694 | $ | 694 | $ | | ||||||||||||
Mortgage-Backed Securities |
232 | 231 | (1 | ) | 246 | 247 | 1 | |||||||||||||||||
Total Held to Maturity |
$ | 926 | $ | 925 | $ | (1 | ) | $ | 940 | $ | 941 | $ | 1 | |||||||||||
Available for Sale: |
||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 86,208 | $ | 85,341 | $ | (867 | ) | $ | 99,332 | $ | 99,198 | $ | (134 | ) | ||||||||||
Municipal Bonds |
60,642 | 61,268 | 626 | 69,907 | 71,751 | 1,844 | ||||||||||||||||||
U.S. Government Agency Securities |
59,570 | 59,643 | 73 | 104,893 | 105,089 | 196 | ||||||||||||||||||
Collateralized Mortgage Obligations |
43,394 | 43,064 | (330 | ) | 51,881 | 51,418 | (463 | ) | ||||||||||||||||
Corporate Bonds |
7,874 | 7,823 | (51 | ) | 18,295 | 18,226 | (69 | ) | ||||||||||||||||
Other Securities |
4,675 | 4,536 | (139 | ) | 3,925 | 3,835 | (90 | ) | ||||||||||||||||
Total Available for Sale |
$ | 262,363 | $ | 261,675 | $ | (688 | ) | $ | 348,233 | $ | 349,517 | $ | 1,284 | |||||||||||
Investment securities available for sale, at fair value, decreased $87.8 million, or 25.1
percent, to $261.7 million at June 30, 2008 from $349.5 million at December 31, 2007. The decrease
was primarily due to the sale of $23.0 million of investment securities, with a $618,000 gain
realized, during the first quarter of 2008 and $45.0 million of Agency securities maturing during
the second quarter of 2008.
The amortized cost and estimated fair value of investment securities as of June 30, 2008, by
contractual maturity, are shown below. Although mortgage-backed securities and collateralized
mortgage obligations have contractual maturities through 2037, 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 | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Within One Year |
$ | 41,673 | $ | 41,648 | $ | | $ | | ||||||||
Over One Year Through Five Years |
33,559 | 33,512 | | | ||||||||||||
Over Five Years Through Ten Years |
7,474 | 7,610 | 694 | 694 | ||||||||||||
Over Ten Years |
50,055 | 50,500 | | | ||||||||||||
Mortgage-Backed Securities |
86,208 | 85,341 | 232 | 231 | ||||||||||||
Collateralized Mortgage Obligations |
43,394 | 43,064 | | | ||||||||||||
$ | 262,363 | $ | 261,675 | $ | 926 | $ | 925 | |||||||||
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Table of Contents
We periodically evaluate our investments for other-than-temporary impairment. We had
investments in Community Reinvestment Act (CRA) preferred securities with an aggregate par value
of $2.0 million as of December 31, 2007. During the fourth quarter of 2007, based on an evaluation
of the length of time and extent to which the estimated fair value of the CRA preferred securities
had been less than their carrying value, and the financial condition and near-term prospects of the
issuers, we recorded an other-than-temporary impairment charge of $1.1 million to write down the
value of the CRA preferred securities to their estimated fair value.
Gross unrealized losses on investment securities available for sale and the estimated fair
value of the related securities, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, were as follows as of
June 30, 2008 and December 31, 2007:
Holding Period | ||||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | Estimated | Unrealized | |||||||||||||||||||
Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Available for Sale June 30, 2008: |
||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 42,015 | $ | 517 | $ | 18,180 | $ | 496 | $ | 60,195 | $ | 1,013 | ||||||||||||
Municipal Bonds |
8,663 | 76 | 1,804 | 65 | 10,467 | 141 | ||||||||||||||||||
U.S. Government Agency Securities |
14,467 | 114 | | | 14,467 | 114 | ||||||||||||||||||
Collateralized Mortgage Obligations |
12,950 | 108 | 11,113 | 321 | 24,063 | 429 | ||||||||||||||||||
Corporate Bonds |
2,480 | | 2,750 | 59 | 5,230 | 59 | ||||||||||||||||||
Other |
| | 3,786 | 140 | 3,786 | 140 | ||||||||||||||||||
$ | 80,575 | $ | 815 | $ | 37,633 | $ | 1,081 | $ | 118,208 | $ | 1,896 | |||||||||||||
Available for Sale December 31,
2007: |
||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 5,319 | $ | 31 | $ | 42,143 | $ | 636 | $ | 47,462 | $ | 667 | ||||||||||||
Municipal Bonds |
| | 2,910 | 23 | 2,910 | 23 | ||||||||||||||||||
U.S. Government Agency Securities |
| | 46,895 | 81 | 46,895 | 81 | ||||||||||||||||||
Collateralized Mortgage Obligations |
| | 40,167 | 591 | 40,167 | 591 | ||||||||||||||||||
Corporate Bonds |
| | 7,834 | 112 | 7,834 | 112 | ||||||||||||||||||
Other |
| | 2,910 | 90 | 2,910 | 90 | ||||||||||||||||||
$ | 5,319 | $ | 31 | $ | 142,859 | $ | 1,533 | $ | 148,178 | $ | 1,564 | |||||||||||||
The impairment losses described previously are not included in the table above as the
impairment loss was recorded. All other individual securities that have been in a continuous
unrealized loss position for 12 months or longer at June 30, 2008 and December 31, 2007 had
investment grade ratings upon purchase. The issuers of these securities have not established any
cause for default on these securities and the various rating agencies have reaffirmed these
securities long-term investment grade status at June 30, 2008 and December 31, 2007. These
securities have fluctuated in value since their purchase dates as market interest rates have
fluctuated. However, we have the ability, and management intends to hold these securities until
their fair values recover to cost. Therefore, in managements opinion, all securities that have
been in a continuous unrealized loss position for the past 12 months or longer as of June 30, 2008
and December 31, 2007 are not other-than-temporarily impaired, and therefore, no additional
impairment charges as of June 30, 2008 and December 31, 2007 are warranted.
33
Table of Contents
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.
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) | ||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
$ | 863,047 | $ | 795,675 | $ | 67,372 | 8.5 | % | ||||||||
Construction |
204,411 | 215,857 | (11,446 | ) | (5.3 | %) | ||||||||||
Residential Property (1) |
91,022 | 90,375 | 647 | 0.7 | % | |||||||||||
Total Real Estate Loans |
1,158,480 | 1,101,907 | 56,573 | 5.1 | % | |||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term Loans |
1,625,116 | 1,599,853 | 25,263 | 1.6 | % | |||||||||||
Commercial Lines of Credit |
241,681 | 256,978 | (15,297 | ) | (6.0 | %) | ||||||||||
SBA Loans (2) |
143,589 | 118,528 | 25,061 | 21.1 | % | |||||||||||
International Loans |
98,120 | 119,360 | (21,240 | ) | (17.8 | %) | ||||||||||
Total Commercial and Industrial Loans |
2,108,506 | 2,094,719 | 13,787 | 0.7 | % | |||||||||||
Consumer Loans |
88,062 | 90,449 | (2,387 | ) | (2.6 | %) | ||||||||||
Total Loans Gross |
3,355,048 | 3,287,075 | 67,973 | 2.1 | % | |||||||||||
Deferred Loan Fees |
(2,169 | ) | (2,367 | ) | 198 | (8.4 | %) | |||||||||
Allowance for Loan Losses |
(62,977 | ) | (43,611 | ) | (19,366 | ) | 44.4 | % | ||||||||
Net Loans Receivable |
$ | 3,289,902 | $ | 3,241,097 | $ | 48,805 | 1.5 | % | ||||||||
(1) | Includes loans held for sale, at the lower of cost or market, of $0 and $310,000 at June 30, 2008 and December 31, 2007, respectively. | |
(2) | Includes loans held for sale, at the lower of cost or market, of $9.2 million and $6.0 million at June 30, 2008 and December 31, 2007, respectively. |
At June 30, 2008 and December 31, 2007, loans receivable (including loans held for sale), net
of deferred loan fees and allowance for loan losses, totaled $3.29 billion and $3.24 billion,
respectively, an increase of $48.8 million, or 1.5 percent. Real estate loans, composed of
commercial property, residential property and construction loans, increased $56.6 million, or 5.1
percent, to $1.16 billion at June 30, 2008 from $1.10 billion at December 31, 2007, representing
34.5 percent and 33.5 percent, respectively, of total gross loans. Total commercial and industrial
loans, composed of owner-occupied commercial property, trade finance, SBA and lines of credit,
increased $13.8 million, or 0.7 percent, to $2.11 billion at June 30, 2008 from $2.09 billion at
December 31, 2007, representing 62.8 percent and 63.7 percent, respectively, of total gross loans.
Consumer loans decreased $2.4 million, or 2.6 percent, to $88.1 million at June 30, 2008 from $90.4
million at December 31, 2007.
As of June 30, 2008, the loan portfolio included the following concentrations of loans to one
type of industry that were greater than 10 percent of total gross loans outstanding:
Balance as of | Percentage of Total | |||||||
Industry | June 30, 2008 | Gross Loans Outstanding | ||||||
(In Thousands) | ||||||||
Accommodation/Hospitality |
$ | 424,603 | 12.7 | % | ||||
Lessors of Non-Residential Buildings |
$ | 413,241 | 12.3 | % | ||||
Gasoline Stations |
$ | 366,079 | 10.9 | % |
There was no other concentration of loans to any one type of industry exceeding ten percent of
total gross loans outstanding.
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Table of Contents
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 placed on non-accrual status when, in the opinion of management, the full
timely collection of principal or interest is in doubt. Generally, the accrual of interest is
discontinued when principal or interest payments become more than 90 days past due, unless
management believes the loan is adequately collateralized and in the process of collection.
However, in certain instances, we may place a particular loan on non-accrual status earlier,
depending upon the individual circumstances surrounding the loans delinquency. When an asset is
placed on non-accrual status, previously accrued but unpaid interest is reversed against current
income. Subsequent collections of cash are applied as principal reductions when received, except
when the ultimate collectibility of principal is probable, in which case interest payments are
credited to income. Non-accrual assets may be restored to accrual status when principal and
interest become current and full repayment is expected. Interest income is recognized on the
accrual basis for impaired loans not meeting the criteria for non-accrual. OREO consists of
properties acquired by foreclosure or similar means that management intends to offer for sale.
The table below shows the composition of non-performing assets as of the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Non-Accrual Loans |
$ | 112,024 | $ | 54,252 | $ | 57,772 | 106.5 | % | ||||||||
Loans 90 Days or More Past Due and Still Accruing |
158 | 227 | (69 | ) | (30.4 | %) | ||||||||||
Total Non-Performing Loans |
112,182 | 54,479 | 57,703 | 105.9 | % | |||||||||||
Other Real Estate Owned |
| 287 | (287 | ) | (100.0 | %) | ||||||||||
Total Non-Performing Assets |
$ | 112,182 | $ | 54,766 | $ | 57,416 | 104.8 | % | ||||||||
Non-performing loans were $112.2 million at June 30, 2008, compared to $54.5 million at
December 31, 2007, representing a 105.9 percent increase. The increase was primarily due to two
large construction loans (a $28.0 million condominium project in Northern California and a $16.8
million low-income housing construction project in the Los Angeles area) and a $24.2 million
commercial term loan. Total gross loans increased by 2.1 percent during the first half of 2008. As
a result, the ratio of non-performing loans to total gross loans increased to 3.34 percent at June
30, 2008 from 1.66 percent at December 31, 2007. As of December 31, 2007, OREO totaled $287,000.
There was no OREO as of June 30, 2008. Delinquent loans, which are comprised of loans past due 30
or more days and still accruing and non-accrual loans past due 30 or more days, were $138.4 million
at June 30, 2008, compared to $45.1 million at December 31, 2007, representing a 206.9 percent
increase. We believe that the increases in non-performing loans and delinquent loans are
attributable primarily to a persistently soft economy that is affecting some of our borrowers
ability to honor their commitments.
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 losses inherent in the portfolio. The formula is made
up of various components. The allowance is first determined by assigning reserve ratios for all
loans. All loans that are classified are then assigned 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 is based on estimates, and ultimate future losses may vary from current
estimates. Underlying trends in the economic cycle, particularly in Southern California, which
management cannot completely predict, will influence credit quality. It is possible that future
economic or other factors will adversely affect the Banks borrowers. As a result, we may sustain
loan losses in any particular period that are sizable in relation to the allowance, or exceed the
allowance. In addition, our asset quality may deteriorate through a number of possible factors,
including rapid growth, failure to maintain or enforce appropriate underwriting standards, failure
to maintain an adequate number of qualified loan personnel, and failure to identify and monitor
potential problem loans.
35
Table of Contents
The allowance for loan losses and allowance for off-balance sheet items are maintained at
levels that are believed to be adequate by management to absorb estimated probable loan losses
inherent in the loan portfolio. The adequacy of the allowances is determined through periodic
evaluations of the loan portfolio and other pertinent factors, which are inherently subjective as
the process calls for various significant estimates and assumptions. Among other factors, the
estimates involve the amounts and timing of expected future cash flows and fair value of collateral
on impaired loans, estimated losses on loans based on historical loss experience, various
qualitative factors, and uncertainties in estimating losses and inherent risks in the various
credit portfolios, which may be subject to substantial change.
On a quarterly basis, we utilize a classification migration model and individual loan review
analysis 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 a certain number of
quarters of loan loss history to determine historical losses by classification category (i.e.,
pass, special mention, substandard and doubtful) for each loan type, except certain loans
(automobile, mortgage and credit cards), which are analyzed as homogeneous loan pools. These
calculated loss factors are then applied to outstanding loan balances, unused commitments and
off-balance sheet exposures, such as letters of credit. The individual loan review analysis is the
other part of the allowance allocation process, applying specific monitoring policies and
procedures in analyzing the existing loan portfolios. Further allowance assignments are made based
on general and specific economic conditions, as well as performance trends within specific
portfolio segments and individual concentrations of credit.
As described above, we continue to anticipate that the weakened national and state economy
will remain through at least the end of 2008, due in large part to a decline in home prices and
sales and home construction activity, as well as other credit quality problems. Responding to this
difficult environment, we have made and are in the process of making significant changes in two critical areas. First, we are
enhancing existing policies and procedures regarding the monitoring of loans to be more stringent
and make it more difficult to allow exceptions from our loan policy. Second, we are strengthening
and centralizing the loan underwriting and approval processes, including centralizing the credit
underwriting function at three locations, creating a central monitoring mechanism to monitor all
loans, and increasing resources in departments of the Bank engaged in addressing problem assets.
The following table sets forth certain information regarding our allowance for loan losses and
allowance for off-balance sheet items for the periods presented.
As of and for the | As of and for the | |||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
2008 | 2008 | 2007 | 2008 | 2007 | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Balance at Beginning of Period |
$ | 52,986 | $ | 43,611 | $ | 31,527 | $ | 43,611 | $ | 27,557 | ||||||||||
Actual Charge-Offs |
(8,656 | ) | (7,852 | ) | (2,662 | ) | (16,508 | ) | (5,281 | ) | ||||||||||
Recoveries on Loans Previously Charged Off |
436 | 555 | 144 | 991 | 359 | |||||||||||||||
Net Loan Charge-Offs |
(8,220 | ) | (7,297 | ) | (2,518 | ) | (15,517 | ) | (4,922 | ) | ||||||||||
Provision Charged to Operating Expenses |
18,211 | 16,672 | 3,181 | 34,883 | 9,555 | |||||||||||||||
Balance at End of Period |
$ | 62,977 | $ | 52,986 | $ | 32,190 | $ | 62,977 | $ | 32,190 | ||||||||||
Allowance for Off-Balance Sheet Items: |
||||||||||||||||||||
Balance at Beginning of Period |
$ | 2,914 | $ | 1,765 | $ | 1,888 | $ | 1,765 | $ | 2,130 | ||||||||||
Provision Charged to Operating Expenses |
1,018 | 1,149 | (158 | ) | 2,167 | (400 | ) | |||||||||||||
Balance at End of Period |
$ | 3,932 | $ | 2,914 | $ | 1,730 | $ | 3,932 | $ | 1,730 | ||||||||||
Ratios: |
||||||||||||||||||||
Net Loan Charge-Offs to Average Total Gross Loans (1) |
1.00 | % | 0.89 | % | 0.33 | % | 0.94 | % | 0.34 | % | ||||||||||
Net Loan Charge-Offs to Total Gross Loans (1) |
0.99 | % | 0.89 | % | 0.33 | % | 0.93 | % | 0.32 | % | ||||||||||
Allowance for Loan Losses to Average Total Gross Loans |
1.90 | % | 1.60 | % | 1.07 | % | 1.90 | % | 1.09 | % | ||||||||||
Allowance for Loan Losses to Total Gross Loans |
1.88 | % | 1.60 | % | 1.05 | % | 1.88 | % | 1.05 | % | ||||||||||
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
52.50 | % | 55.39 | % | 31.38 | % | 49.55 | % | 30.83 | % | ||||||||||
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
45.14 | % | 43.77 | % | 79.16 | % | 44.48 | % | 51.51 | % | ||||||||||
Allowance for Loan Losses to Non-Performing Loans |
56.14 | % | 59.72 | % | 142.30 | % | 56.14 | % | 142.30 | % | ||||||||||
Balances: |
||||||||||||||||||||
Average Total Gross Loans |
$ | 3,319,141 | $ | 3,305,252 | $ | 3,017,012 | $ | 3,312,196 | $ | 2,951,485 | ||||||||||
Total Gross Loans |
$ | 3,355,048 | $ | 3,305,949 | $ | 3,058,053 | $ | 3,355,048 | $ | 3,058,053 | ||||||||||
Non-Performing Loans |
$ | 112,182 | $ | 88,720 | $ | 22,621 | $ | 112,182 | $ | 22,621 |
(1) | Net loan charge-offs are annualized to calculate the ratios. |
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Table of Contents
The allowance for loan losses increased by $19.4 million, or 44.4 percent, to $63.0 million at
June 30, 2008, compared to $43.6 million at December 31, 2007. The increase in the allowance for
loan losses in 2008 was due primarily to the increased migration of loans into more adverse risk
rating categories, increases in non-performing and delinquent loans, and the increase in the
overall loan portfolio. See Provision for Credit Losses. In addition, the allowance reflects
higher estimated loss severity arising from a softening economy, partially offset by better
collateral coverage on impaired loans and the presence of guarantees. The ratio of the allowance
for loan losses to total gross loans increased to 1.88 percent as of June 30, 2008, compared to
1.33 percent at December 31, 2007, primarily due to the overall increase of historical loss factors
and classified loans.
The allowance for off-balance sheet exposure, primarily unfunded loan commitments, increased
by $2.2 million, or 122.8 percent, to $3.9 million at June 30, 2008, compared to $1.8 million at
December 31, 2007. The allowance for off-balance sheet items is recorded in other liabilities.
Based on managements evaluation and analysis of portfolio credit quality and prevailing economic
conditions, we believe the allowance for loan losses and allowance for off-balance sheet items are
adequate for losses inherent in the loan portfolio and off-balance sheet exposure at June 30, 2008
and December 31, 2007.
Deposits
The following table shows the composition of deposits by type as of the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2008 | 2007 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Demand Noninterest-Bearing |
$ | 683,846 | $ | 680,282 | $ | 3,564 | 0.5 | % | ||||||||
Interest-Bearing: |
||||||||||||||||
Savings |
93,747 | 93,099 | 648 | 0.7 | % | |||||||||||
Money Market Checking and NOW Accounts |
728,601 | 445,806 | 282,795 | 63.4 | % | |||||||||||
Time Deposits of $100,000 or More |
1,050,942 | 1,441,683 | (390,741 | ) | (27.1 | %) | ||||||||||
Other Time Deposits |
404,424 | 340,829 | 63,595 | 18.7 | % | |||||||||||
Total Deposits |
$ | 2,961,560 | $ | 3,001,699 | $ | (40,139 | ) | (1.3 | %) | |||||||
Money market checking and NOW accounts increased $282.8 million, or 63.4 percent, to $728.6
million at June 30, 2008 from $445.8 million at December 31, 2007. The increase was due to our
deposit campaign targeted for core deposits by offering attractive money market checking accounts.
Time deposits of $100,000 or more decreased $390.7 million, or 27.1 percent, to $1.05 billion at
June 30, 2008 from $1.44 billion at December 31, 2007, reflecting the transfer of customer funds
into money market checking accounts and a decrease in state government time deposits. Other time deposits increased $63.6 million, or 18.7
percent, to $404.4 million at June 30, 2008 from $340.8 million at December 31, 2007, reflecting an
increase in brokered deposits.
We accept brokered deposits on a selective basis at prudent interest rates to augment deposit
growth. There were $100.0 million and $31.8 million of brokered deposits as of June 30, 2008 and
December 31, 2007, respectively. We also had $95.0 million and $200.0 million of state government time
deposits over $100,000 as of June 30, 2008 and December 31, 2007, respectively. The majority
of our brokered and state government time deposits mature in less than one year.
FHLB Advances and Other Borrowings
FHLB advances and other borrowings mostly take the form of advances from the FHLB of San
Francisco and overnight Federal funds. At June 30, 2008, advances from the FHLB were $496.4
million, an increase of $63.8 million, or 14.7 percent, from the December 31, 2007 balance of
$432.7 million. Overnight Federal funds were $50.0 million at December 31, 2007. There were no
overnight Federal funds at June 30, 2008. Among the FHLB advances and other borrowings at June 30,
2008, short-term borrowings with a remaining maturity of less than one year were $335.0 million,
and the weighted-average interest rate thereon was 3.29 percent. The majority of short-term borrowings that matured have already been renewed.
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Table of Contents
Junior Subordinated Debentures
During the first half of 2004, we issued two junior subordinated notes bearing interest at the
three-month London InterBank Offered Rate (LIBOR) plus 2.90 percent totaling $61.8 million and
one junior subordinated note bearing interest at the three-month LIBOR plus 2.63 percent totaling
$20.6 million. The outstanding subordinated debentures related to these offerings totaled $82.4
million at June 30, 2008 and December 31, 2007.
INTEREST RATE RISK MANAGEMENT
Interest rate risk indicates 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
market interest rates. The level of interest rate risk can be managed through such means as the
changing of gap positions and the volume of fixed-income assets. For successful management of
interest rate risk, we use various methods to measure existing and future interest rate risk
exposures, giving effect to historical attrition rates of core deposits. 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.
The following table shows the status of our gap position as of June 30, 2008:
After | ||||||||||||||||||||||||
Three | After One | |||||||||||||||||||||||
Months | Year But | |||||||||||||||||||||||
Within | But | Within | After | Non- | ||||||||||||||||||||
Three | Within | Five | Five | Interest- | ||||||||||||||||||||
Months | One Year | Years | Years | Sensitive | Total | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Cash and Due From Banks |
$ | | $ | | $ | | $ | | $ | 110,222 | $ | 110,222 | ||||||||||||
Federal Funds Sold |
10,000 | | | | | 10,000 | ||||||||||||||||||
Securities: |
||||||||||||||||||||||||
Fixed Rate |
35,959 | 29,918 | 89,524 | 85,881 | | 241,282 | ||||||||||||||||||
Floating Rate |
3,951 | | 13,582 | 3,786 | | 21,319 | ||||||||||||||||||
Loans: |
||||||||||||||||||||||||
Fixed Rate |
125,718 | 193,592 | 598,064 | 292,320 | | 1,209,694 | ||||||||||||||||||
Floating Rate |
1,782,733 | 102,144 | 142,494 | 5,959 | | 2,033,330 | ||||||||||||||||||
Non-Accrual |
| | | | 112,024 | 112,024 | ||||||||||||||||||
Deferred Loan Fees and Allowance for Loan Losses |
| | | | (65,146 | ) | (65,146 | ) | ||||||||||||||||
Federal Reserve Bank and Federal Home Loan Bank Stock |
| | | 41,130 | | 41,130 | ||||||||||||||||||
Other Assets |
| 24,998 | | 7,287 | 98,967 | 131,252 | ||||||||||||||||||
Total Assets |
$ | 1,958,361 | $ | 350,652 | $ | 843,664 | $ | 436,363 | $ | 256,067 | $ | 3,845,107 | ||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Demand Deposits |
$ | 46,146 | $ | 137,140 | $ | 329,135 | $ | 171,425 | $ | | $ | 683,846 | ||||||||||||
Savings |
13,489 | 34,958 | 36,739 | 8,561 | | 93,747 | ||||||||||||||||||
Money Market Checking and NOW Accounts |
109,712 | 209,659 | 235,898 | 173,332 | | 728,601 | ||||||||||||||||||
Time Deposits: |
||||||||||||||||||||||||
Fixed Rate |
928,303 | 515,183 | 11,688 | 138 | | 1,455,312 | ||||||||||||||||||
Floating Rate |
54 | | | | | 54 | ||||||||||||||||||
FHLB Advances and Other Borrowings |
332,674 | 6,000 | 156,997 | 4,436 | | 500,107 | ||||||||||||||||||
Junior Subordinated Debentures |
82,406 | | | | | 82,406 | ||||||||||||||||||
Other Liabilities |
| | | | 39,529 | 39,529 | ||||||||||||||||||
Stockholders Equity |
| | | | 261,505 | 261,505 | ||||||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 1,512,784 | $ | 902,940 | $ | 770,457 | $ | 357,892 | $ | 301,034 | $ | 3,845,107 | ||||||||||||
Repricing Gap |
$ | 445,577 | $ | (552,288 | ) | $ | 73,207 | $ | 78,471 | $ | (44,967 | ) | ||||||||||||
Cumulative Repricing Gap |
$ | 445,577 | $ | (106,711 | ) | $ | (33,504 | ) | $ | 44,967 | $ | | ||||||||||||
Cumulative Repricing Gap as a Percentage of
Total Assets |
11.59 | % | (2.78 | %) | (0.87 | %) | 1.17 | % | | |||||||||||||||
Cumulative Repricing Gap as a Percentage of
Interest-Earning Assets |
12.53 | % | (3.00 | %) | (0.94 | %) | 1.26 | % | |
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Table of Contents
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 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, money market checking and NOW accounts) are assigned to
categories based on expected decay rates.
On June 30, 2008, the cumulative repricing gap for the three-month period was asset-sensitive
position and 12.53 percent of interest-earning assets, which increased from the previous quarters
figure of 10.20 percent. This increase was caused by an increase of $154.0 million in fixed and
floating rate loans with maturities or expected to reprice within three months, partially offset
by increases of $76.5 million and $24.7 million in fixed rate certificates of deposit and FHLB
advances and other borrowings, respectively, with maturities of less than three months. The
cumulative repricing gap for the twelve-month period was liability-sensitive position and (3.00)
percent of interest-earning assets, which decreased from the previous quarters figure of (16.62)
percent. The decrease was caused primarily by an increase of $332.4 million in fixed and floating
rate loans with maturities of less than twelve months, and decreases of $110.0 million and $65.3
million in fixed rate certificates of deposit and FHLB advances and other borrowings, respectively,
with maturities of less than twelve months.
The following table summarizes the status of the cumulative gap position as of the dates
indicated.
Less Than Three Months | Less Than Twelve Months | |||||||||||||||
June 30, | March 31, | June 30, | March 31, | |||||||||||||
2008 | 2008 | 2008 | 2008 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Cumulative Repricing Gap |
$ | 445,577 | $ | 364,935 | $ | (106,711 | ) | $ | (594,590 | ) | ||||||
Percentage of Total Assets |
11.59 | % | 9.26 | % | (2.78 | %) | (15.09 | %) | ||||||||
Percentage of Interest-Earning Assets |
12.53 | % | 10.20 | % | (3.00 | %) | (16.62 | %) |
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.
To supplement traditional gap analysis, we perform simulation modeling to estimate the
potential effects of interest rate changes. The following table summarizes one of the stress
simulations performed to forecast the impact of changing interest rates on net interest income and
the market value of interest-earning assets and interest-bearing liabilities reflected on our
balance sheet (i.e., an instantaneous parallel shift in the yield curve of the magnitude
indicated). This sensitivity analysis is compared to policy limits, which specify the maximum
tolerance level for net interest income exposure over a one-year horizon, given the basis point
adjustment in interest rates reflected below.
Rate Shock Table | ||||||||||||||||
Percentage Changes | Change in Amount | |||||||||||||||
Change in | Net | Economic | Net | Economic | ||||||||||||
Interest | Interest | Value of | Interest | Value of | ||||||||||||
Rate | Income | Equity | Income | Equity | ||||||||||||
(Dollars in Thousands) | ||||||||||||||||
200% |
8.22 | % | (20.11 | %) | $ | 12,304 | $ | (64,591 | ) | |||||||
100% |
4.33 | % | (9.86 | %) | $ | 6,478 | $ | (31,652 | ) | |||||||
(100%) |
(4.83 | %) | 9.84 | % | $ | (7,239 | ) | $ | 31,596 | |||||||
(200%) |
(9.95 | %) | 26.16 | % | $ | (14,901 | ) | $ | 84,019 |
The estimated sensitivity does not necessarily represent our forecast and the results may not
be indicative of actual changes to our net interest income. These estimates are based upon a number
of assumptions including: the nature and timing of interest rate levels including yield curve
shape, prepayments on loans and securities, pricing strategies on loans and deposits, and
replacement of asset and liability cash flows. While the assumptions used are based on current
economic and local market conditions, there is no assurance as to the predictive nature of these
conditions, including how customer preferences or competitor influences might change.
39
Table of Contents
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 profitability. The Banks liquidity consists primarily of
available cash positions, Federal funds sold and short-term investments categorized as 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 important feature of
our liquidity management.
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. 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.
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 stockholders equity was $261.5 million at June 30, 2008, which
represented a decrease of $109.1 million, or 29.4 percent, compared to $370.6 million at
December 31, 2007. The decrease was primarily due to a non-cash goodwill impairment charge of $107.4 million
during the three months ended June 30, 2008.
We
can also meet our liquidity needs through borrowings from the FHLB,
unsecured credit lines and repurchase agreements. We are eligible to
borrow up to 20 percent of our total assets from the FHLB. We have pledged investment securities
available for sale and loans receivable as collateral with the FHLB for this borrowing facility. As
of June 30, 2008, the total borrowing capacity available from the collateral that has been pledged
and the remaining available borrowing capacity were $774.0 million and $277.5 million,
respectively. As of December 31, 2007, the total borrowing capacity available from the collateral
that has been pledged and the remaining available borrowing capacity were $714.6 million and $281.8
million, respectively.
In addition to its deposits, the Banks principal source of liquidity is its ability to
utilize borrowings, as needed. The Banks primary source of borrowings is the Federal Home Loan
Bank of San Francisco (FHLB). As of June 30, 2008, the Bank was approved by the FHLB to borrow
up to $774.0 million to the extent it provides qualifying collateral. At June 30, 2008, the Banks FHLB borrowings totaled $496.4
million, representing 12.9 percent of total assets. As of August 7, 2008, the Banks FHLB
borrowings totaled $486.4 million. The amount that the FHLB is
willing to advance differs based on the quality and character of qualifying collateral offered by
the Bank, and the advance rates for qualifying collateral may be adjusted upwards or downwards by
the FHLB from time to time. To the extent deposit renewals and deposit growth are not sufficient to
fund maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans
and investment securities and otherwise fund working capital needs and capital expenditures, the
Bank may utilize additional borrowing capacity from its FHLB
borrowing arrangement. During the quarter, the FHLB cancelled the Banks $62 million unsecured line of credit with
them. This cancellation was the result of the Banks net loss for the fourth quarter of 2007.
Management believes that Hanmi Financial, on a stand-alone basis, currently has adequate
liquid assets to meet its current obligations, which are primarily interest payments on junior
subordinated debentures, subject to prior approval of such payments by the Federal Reserve Board (FRB). As of June 30, 2008, limitations imposed by our regulators prohibited the
Bank from providing a dividend to Hanmi Financial. At June 30, 2008, Hanmi Financials liquid
assets, including amounts deposited with the Bank, totaled $1.3 million, down from $5.3 million at
December 31, 2007. In connection with the junior subordinated debentures, Hanmi Financial has no intention to
defer interest payments, but has the option to defer them for a period of up to 20 consecutive quarters in the event, among
other things, prior FRB approval for payment of such interest is not obtained. During any deferral period,
and until all accrued and unpaid interest obligations on the debentures have been satisfied, Hanmi
Financial cannot declare any dividends on its common stock.
40
Table of Contents
Current market conditions have also limited the Banks liquidity sources principally to
secured funding outlets, such as the FHLB and FRB, in addition to deposits originated through the
Banks branch network. There can be no assurance that actions by the FHLB would not reduce the
Banks borrowing capacity or that we would be able to continue to attract deposits at competitive
rates. Over the next twelve months, approximately $1.4 billion of time deposits will mature. We
expect to replace these deposits with similar time deposits; however, there can be no assurances
that we will be able to attract these time deposits at competitive
rates. Such events could have a material adverse impact on our results of operations and financial
condition.
Capital Ratios
The regulatory agencies require a minimum ratio of qualifying total capital to risk-weighted
assets of 8.0 percent and a minimum ratio of Tier 1 capital to risk-weighted assets of 4.0 percent.
In addition to the risk-based guidelines, regulators require banking organizations to maintain a
minimum ratio 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,
2008, Hanmi Financials Tier 1 capital (stockholders equity plus junior
subordinated debentures less intangible assets) was $335.7 million. This represented an increase of
$264,000, or 0.1 percent, over Tier 1 capital of $335.5 million at December 31, 2007. The capital
ratios of Hanmi Financial and Hanmi Bank were as follows as of June 30, 2008:
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 |
$ | 380,618 | 10.66 | % | $ | 285,621 | 8.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 379,603 | 10.64 | % | $ | 285,301 | 8.00 | % | $ | 356,627 | 10.00 | % | ||||||||||||
Tier 1 Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 335,715 | 9.40 | % | $ | 142,811 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 334,749 | 9.39 | % | $ | 142,651 | 4.00 | % | $ | 213,976 | 6.00 | % | ||||||||||||
Tier 1 Capital (to Average Total Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 335,715 | 8.61 | % | $ | 155,956 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 334,749 | 8.60 | % | $ | 155,695 | 4.00 | % | $ | 194,618 | 5.00 | % |
We continue to closely evaluate our capital levels to determine the need to raise additional
capital, and intend to maintain our well capitalized position for regulatory purposes.
Regulatory
Matters
Hanmi Financial and the Bank are subject to extensive Federal and state supervision and
regulation by certain regulatory agencies. In connection with such supervision and their
recent examinations, the regulatory agencies will require that certain deficiencies in our policies,
procedures or activities be corrected in the future. If such matters are not corrected in the
future or significant progress made on such, then Hanmi Financial and/or the Bank may face
additional regulatory action that may have an impact on the operations of Hanmi Financial and the
Bank.
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Dividends
The ability of Hanmi Financial to pay dividends to our stockholders is directly dependent on
the ability of the Bank to pay dividends to Hanmi Financial. Section 642 of the California
Financial Code provides that neither a California state-chartered bank nor a majority-owned
subsidiary of a bank can pay dividends to its stockholders in an amount which exceeds the lesser of
(a) the retained earnings of the bank; or (b) the net income of the bank for its last three fiscal
years, in each case less the amount of any previous distributions made during such period. Because
of the net loss incurred by the Bank in 2007, the Bank is currently not able to pay dividends to
Hanmi Financial under Section 642. Financial Code Section 643 provides, alternatively,
that, notwithstanding the foregoing restriction, dividends in an amount not exceeding the greatest
of (a) the retained earnings of the bank; (b) the net income of the bank for its last fiscal year;
or (c) the net income of the bank for its current fiscal year may be declared with the prior
approval of the California Commissioner of Financial Institutions (the Commissioner). The Bank
had a retained deficit of $52.4 million as of June 30, 2008 and retained earnings of $52.8 million
as of December 31, 2007. As a result of the net loss for the first six months of 2008, neither Section 642 or 643
is currently available to the Bank to declare a dividend to Hanmi Financial. Although dividends
from the Bank constitute the primary source of income to Hanmi
Financial, Hanmi Financial has other limited sources of income including cash, earnings on assets
held at the holding company and funds otherwise obtained from capital
raising efforts at Hanmi Financial. Use of such funds for payments of interest or dividends is subject to receipt of prior
regulatory approval.
Similarly, the net loss for 2007 requires prior FRB approval of bank dividends in 2008 to
Hanmi Financial. FRB Regulation H Section 208.5 provides that the Bank must obtain FRB approval to
declare and pay a dividend if the total of all dividends declared during the calendar year,
including the proposed dividend, exceeds the sum of the Banks net income during the current
calendar year and the retained net income of the prior two calendar
years. If permitted by regulation and subject to the discretion of
the Board of Directors, the Bank will seek prior
approval from the California Department of Financial Institutions and the FRB to pay cash dividends
to Hanmi Financial. There can be no assurance when or if these approvals would be granted, or that, even if
granted, the Board of Directors will continue to authorize cash dividends to our stockholders.
On June 26, 2008, following approval from the FRB and the Commissioner for a dividend from
Hanmi Bank to Hanmi Financial, we declared a quarterly cash dividend of $0.03 per common share for
the second quarter of 2008. The dividend was paid on July 21, 2008. Future dividend payments are
subject to the future earnings, legal and regulatory requirements, including the pre-approval from the
FRB, and the discretion of the Board of Directors. The Board of Directors reviews the
prudence of a dividend each quarter.
OFF-BALANCE SHEET ARRANGEMENTS
For a discussion of off-balance sheet arrangements, see Note 5 Off-Balance Sheet
Commitments of Notes to Consolidated Financial Statements (Unaudited) in this Report and Item 1.
Business Off-Balance Sheet Commitments in our Annual Report on Form 10-K for the year ended
December 31, 2007.
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, 2007.
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RECENTLY ISSUED ACCOUNTING STANDARDS
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133 In March 2008, the FASB issued SFAS No. 161, which requires entities
to provide greater transparency about (a) how and why an entity uses derivative instruments, (b)
how derivative instruments and related hedge items are accounted for under SFAS No. 133 and its
related interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, results of operations and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after November 15, 2008
and is not expected to have a significant impact on our financial condition or results of
operations.
SFAS No. 160, Non-Controlling Interest in Consolidated Financial Statements an Amendment of
ARB No. 51 In December 2007, the FASB issued SFAS No. 160, which requires that a non-controlling
interest in a subsidiary (i.e., minority interest) be reported in the equity section of the
consolidated balance sheet instead of being reported as a liability or in the mezzanine section
between debt and equity. It also requires that the consolidated statement of operations include net
income attributable to both the parent and non-controlling interest of a consolidated subsidiary. A
disclosure must be made on the face of the consolidated statement of operations of the net income
attributable to the parent and to the non-controlling interest. In addition, regardless of whether
the parent purchases additional ownership interest, sells a portion of its ownership interest in a
subsidiary or the subsidiary participates in a transaction that changes the parents ownership
interest, as long as the parent retains controlling interest, the transaction is considered an
equity transaction. SFAS No. 160 is effective for annual periods beginning after December 15, 2008.
We are currently assessing the impact that the adoption of SFAS No. 160 will have on our financial
position and results of operations.
SFAS No. 141(R), Business Combinations In December 2007, the FASB issued SFAS No. 141(R),
which revises SFAS No. 141 and changes multiple aspects of the accounting for business
combinations. Under the guidance in SFAS No. 141(R), the acquisition method must be used, which
requires the acquirer to recognize most identifiable assets acquired, liabilities assumed and
non-controlling interests in the acquiree at their full fair value on the acquisition date.
Goodwill is to be recognized as the excess of the consideration transferred plus the fair value of
the non-controlling interest over the fair values of the identifiable net assets acquired.
Subsequent changes in the fair value of contingent consideration classified as a liability are to
be recognized in earnings, while contingent consideration classified as equity is not to be
remeasured. Costs such as transaction costs are to be excluded from acquisition accounting,
generally leading to recognizing expense and additionally, restructuring costs that do not meet
certain criteria at acquisition date are to be subsequently recognized as post-acquisition costs.
SFAS No. 141(R) is effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December 15, 2008.
We are currently assessing the impact that the adoption of SFAS No. 141(R) will have on our
financial position and results of operations.
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, 2008, 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, 2008.
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.
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No change in our internal controls over financial reporting occurred during the quarter ended
June 30, 2008, that has materially affected, or is reasonably likely to materially affect, such
internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, Hanmi Financial and its subsidiaries are parties to litigation that arises
in the ordinary course of business, such as claims to enforce liens, claims involving the
origination and servicing of loans, and other issues related to the business of Hanmi Financial and
its subsidiaries. In the opinion of management, the resolution of any such issues would not have a
material adverse impact on the financial condition, results of operations, or liquidity of Hanmi
Financial or its subsidiaries.
ITEM 1A. RISK FACTORS
Hanmi Bank cannot currently pay dividends to Hanmi Financial. The primary source of Hanmi
Financials income from which we pay Hanmi Financial obligations and distribute dividends to our
stockholders is from the receipt of dividends from the Bank. The availability of dividends from the
Bank is limited by various statutes and regulations. The Bank currently has deficit retained
earnings, and has suffered a net loss in 2007 and for the first six months of 2008, largely caused
by goodwill impairments. As a result, the California Financial Code does not provide authority for
the Bank to declare a dividend to Hanmi Financial, with or without Commissioner approval. See
Managements Discussion and Analysis of Financial Condition and Results of Operations. Liquidity
and Capital Resources. Dividends.
We have recently experienced significant changes in our key management and are trying to fill
the key position of Chief Credit Officer. Our President and Chief Executive Officer joined us in
June 2008 and our Chief Financial Officer joined us in December 2007. The position of Chief Credit
Officer of the Bank has been vacant since the retirement of our Chief Credit Officer in June 2008.
Our success depends in large part on our ability to attract key people who are qualified
and have knowledge and experience in the banking industry in our
markets and to retain those people to successfully implement our
business objectives. Competition for the best
people can be intense and there can be no assurance we will be able to promptly fill the position
of Chief Credit Officer. The unexpected loss of services of one or
more of our key personnel, the inability to maintain consistent
personnel in management or our
inability to fill the position of Chief Credit Officer within a short period of time could have a
material adverse impact on our business and results of operations.
We may be required to make additional provisions for credit losses and charge off additional
loans in the future, which could adversely affect our result of operations and capital levels.
During the first six months of 2008, we recorded a $37.1 million provision for credit losses and
charged off $16.5 million in loans, net of $991,000 in recoveries. There has been a general
slowdown in the economy, and in particular, in the housing market in areas of Southern California
where a majority of our loan customers are based. This slowdown reflects declining prices and
excess inventories of homes to be sold, which has contributed to financial strain on homebuilders
and suppliers, as well as an overall decrease in the collateral value of real estate securing
loans. As of June 30, 2008, we had $1.2 billion in commercial real estate, construction and
residential property loans. Continuing deterioration in the real estate market generally and in the
residential property and construction segment in particular could result in additional loan
charge-offs and provisions for credit losses in the future, which could have an adverse effect on
our net income and capital levels.
There were no other material changes in the risk factors previously disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2007 that was filed on February 29, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the Annual Meeting) was held on Wednesday, May 28, 2008.
At the Annual Meeting, stockholders considered the following proposals:
1. | Election of Directors To elect three nominees to serve as directors of Hanmi Financial, each for a term of three years until their respective successors shall be elected and qualified; and | ||
2. | Stockholders Proposal Regarding the Annual Election of All Directors and the Elimination of Our Classified Board of Directors If properly presented at the Annual Meeting, to vote on a stockholders proposal regarding the annual election of all directors and the elimination of our classified Board of Directors. |
Proposal 1 Election of Directors
The number of votes cast at the meeting as to each director was as follows:
Votes | Votes | |||||||
Class III Director Nominees | For | Withheld | ||||||
Richard B. C. Lee |
37,359,486 | 2,917,597 | ||||||
Chang Kyu Park, Pharm.D. |
37,190,794 | 3,086,289 | ||||||
Mark K. Mason |
36,493,904 | 3,783,179 |
The other directors, whose terms of office as a director continued after the meeting, were:
Class I Directors - Terms Expire in 2009: | Class II Directors - Terms Expire in 2010: | |
I Joon Ahn
|
Robert Abeles | |
Joon Hyung Lee
|
Ki Tae Hong | |
Joseph K. Rho
|
Won R. Yoon | |
Jay S. Yoo |
Proposal 2 Stockholders Proposal Regarding the Annual Election of All Directors and the
Elimination of Our Classified Board of Directors
Votes | Votes | Broker | ||||
For | Against | Abstain | Non-Votes | |||
16,217,159 | 9,525,003 | 116,698 | 14,418,223 |
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit | ||
Number | Document | |
10.1
|
Amended and Restated Trust Agreement of Hanmi Capital Trust I dated as of January 8, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (1) | |
10.2
|
Hanmi Capital Trust I Junior Subordinated Indenture dated as of January 8, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.1) (1) | |
10.3
|
Hanmi Capital Trust I Guarantee Agreement dated as of January 8, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (1) | |
10.4
|
Hanmi Capital Trust I Form of Common Securities Certificate (included as exhibit B to Exhibit 10.1) (1) | |
10.5
|
Hanmi Capital Trust I Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.1) (1) | |
10.6
|
Amended and Restated Trust Agreement of Hanmi Capital Trust II dated as of March 15, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (1) | |
10.7
|
Hanmi Capital Trust II Junior Subordinated Indenture dated as of March 15, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.6) (1) | |
10.8
|
Hanmi Capital Trust II Guarantee Agreement dated as of March 15, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (1) | |
10.9
|
Hanmi Capital Trust II Form of Common Securities Certificate (included as exhibit B to Exhibit 10.6) (1) | |
10.10
|
Hanmi Capital Trust II Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.6) (1) | |
10.11
|
Amended and Restated Trust Agreement of Hanmi Capital Trust III dated as of April 28, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (1) | |
10.12
|
Hanmi Capital Trust III Junior Subordinated Indenture dated as of April 28, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.11) (1) | |
10.13
|
Hanmi Capital Trust III Guarantee Agreement dated as of April 28, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (1) | |
10.14
|
Hanmi Capital Trust III Form of Common Securities Certificate (included as exhibit B to Exhibit 10.11) (1) | |
10.15
|
Hanmi Capital Trust III Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.11) (1) | |
10.16
|
Employment Agreement Between Hanmi Financial Corporation and Hanmi Bank, on the One Hand, and Jay S. Yoo, on the Other Hand, dated as of June 19, 2008 | |
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 |
(1) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the SEC on August 9, 2004. |
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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 11, 2008 | By: | /s/ Jay S. Yoo | ||
Jay S. Yoo | ||||
President and Chief Executive Officer | ||||
By: | /s/ Brian E. Cho | |||
Brian E. Cho | ||||
Executive Vice President and Chief Financial Officer |
47