HANMI FINANCIAL CORP - Quarter Report: 2010 March (Form 10-Q)
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 March 31, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From _________ To _________
Commission File Number: 000-30421
HANMI FINANCIAL CORPORATION
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
Not Applicable
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 has submitted electronically and posted
on its corporate Website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files). Yes o
No o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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 April 30, 2010, there were 51,182,390 outstanding shares of the Registrants Common Stock.
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
THREE MONTHS ENDED MARCH 31, 2010
QUARTERLY REPORT ON FORM 10-Q
THREE MONTHS ENDED MARCH 31, 2010
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)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Cash and Due From Banks |
$ | 59,677 | $ | 55,263 | ||||
Interest-Bearing Deposits in Other Banks |
139,540 | 98,847 | ||||||
Cash and Cash Equivalents |
199,217 | 154,110 | ||||||
Securities Held to Maturity, at Amortized Cost (Fair Value of $862 as of March 31, 2010
and
$871 as of December 31, 2009) |
862 | 869 | ||||||
Investment Securities Available for Sale, at Fair Value (Amortized Cost of $111,001 as of
March 31, 2010 and $130,995 as of December 31, 2009) |
113,369 | 132,420 | ||||||
Loans Receivable, Net of Allowance for Loan Losses of $177,820 as of March 31, 2010 and
$144,996 as of December 31, 2009 |
2,494,966 | 2,669,054 | ||||||
Loans Held for Sale, at the Lower of Cost or Fair Value |
10,104 | 5,010 | ||||||
Customers Liability on Acceptances |
1,914 | 994 | ||||||
Premises and Equipment, Net |
18,236 | 18,657 | ||||||
Accrued Interest Receivable |
9,026 | 9,492 | ||||||
Other Real Estate Owned |
22,399 | 26,306 | ||||||
Deferred Income Taxes |
| 3,608 | ||||||
Servicing Assets |
3,590 | 3,842 | ||||||
Other Intangible Assets |
3,055 | 3,382 | ||||||
Federal Home Loan Bank Stock, at Cost |
30,697 | 30,697 | ||||||
Federal Reserve Bank Stock, at Cost |
7,878 | 7,878 | ||||||
Income Taxes Receivable |
59,680 | 56,554 | ||||||
Bank-Owned Life Insurance |
26,639 | 26,408 | ||||||
Other Assets |
16,669 | 13,425 | ||||||
TOTAL ASSETS |
$ | 3,018,301 | $ | 3,162,706 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Noninterest-Bearing |
$ | 575,015 | $ | 556,306 | ||||
Interest-Bearing |
2,075,265 | 2,193,021 | ||||||
Total Deposits |
2,650,280 | 2,749,327 | ||||||
Accrued Interest Payable |
13,146 | 12,606 | ||||||
Acceptances Outstanding |
1,914 | 994 | ||||||
Federal Home Loan Bank Advances |
153,898 | 153,978 | ||||||
Other Borrowings |
4,428 | 1,747 | ||||||
Junior Subordinated Debentures |
82,406 | 82,406 | ||||||
Other Liabilities |
11,207 | 11,904 | ||||||
Total Liabilities |
2,917,279 | 3,012,962 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Common Stock, $0.001 Par Value; Authorized 200,000,000 Shares; Issued 55,814,890
Shares (51,182,390 Shares Outstanding) as of March 31, 2010 and December 31, 2009 |
56 | 56 | ||||||
Additional Paid-In Capital |
357,359 | 357,174 | ||||||
Unearned Compensation |
(281 | ) | (302 | ) | ||||
Accumulated Other Comprehensive Income Unrealized Gain on Securities Available
for Sale and Interest-Only Strips, Net of Income Taxes of $1,002
and $602 as of March 31, 2010 and December 31, 2009, Respectively |
1,417 | 859 | ||||||
Accumulated Deficit |
(187,517 | ) | (138,031 | ) | ||||
Less Treasury Stock, at Cost: 4,632,500 Shares as of March 31, 2010 and December 31,
2009 |
(70,012 | ) | (70,012 | ) | ||||
Total Stockholders Equity |
101,022 | 149,744 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,018,301 | $ | 3,162,706 | ||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
1
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 | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
INTEREST AND DIVIDEND INCOME: |
||||||||
Interest and Fees on Loans |
$ | 36,695 | $ | 45,085 | ||||
Taxable Interest on Investment Securities |
1,070 | 1,350 | ||||||
Tax-Exempt Interest on Investment Securities |
77 | 643 | ||||||
Interest on Term Federal Funds Sold |
| 700 | ||||||
Dividends on Federal Reserve Bank Stock |
118 | 153 | ||||||
Interest on Federal Funds Sold and Securities Purchased Under Resale Agreements |
17 | 82 | ||||||
Interest on Interest-Bearing Deposits in Other Banks |
55 | 2 | ||||||
Dividends on Federal Home Loan Bank Stock |
21 | | ||||||
Total Interest and Dividend Income |
38,053 | 48,015 | ||||||
INTEREST EXPENSE: |
||||||||
Interest on Deposits |
9,704 | 22,785 | ||||||
Interest on Federal Home Loan Bank Advances |
346 | 1,112 | ||||||
Interest on Junior Subordinated Debentures |
669 | 988 | ||||||
Total Interest Expense |
10,719 | 24,885 | ||||||
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
27,334 | 23,130 | ||||||
Provision for Credit Losses |
57,996 | 45,953 | ||||||
NET INTEREST LOSS AFTER PROVISION FOR CREDIT LOSSES |
(30,662 | ) | (22,823 | ) | ||||
NON-INTEREST INCOME: |
||||||||
Service Charges on Deposit Accounts |
3,726 | 4,315 | ||||||
Insurance Commissions |
1,278 | 1,182 | ||||||
Remittance Fees |
462 | 523 | ||||||
Trade Finance Fees |
351 | 506 | ||||||
Other Service Charges and Fees |
412 | 483 | ||||||
Bank-Owned Life Insurance Income |
231 | 234 | ||||||
Net Gain on Sales of Investment Securities |
105 | 1,167 | ||||||
Net Gain on Sales of Loans |
| 2 | ||||||
Other Operating Income |
440 | 66 | ||||||
Total Non-Interest Income |
7,005 | 8,478 | ||||||
NON-INTEREST EXPENSE: |
||||||||
Salaries and Employee Benefits |
8,786 | 7,503 | ||||||
Other Real Estate Owned Expense |
5,700 | 143 | ||||||
Occupancy and Equipment |
2,725 | 2,884 | ||||||
Deposit Insurance premiums and Regulatory Assessments |
2,224 | 1,490 | ||||||
Data Processing |
1,499 | 1,536 | ||||||
Professional Fees |
1,066 | 616 | ||||||
Advertising and Promotion |
535 | 569 | ||||||
Supplies and Communications |
517 | 570 | ||||||
Amortization of Other Intangible Assets |
328 | 429 | ||||||
Loan-Related Expense |
307 | 181 | ||||||
Other Operating Expenses |
2,537 | 2,429 | ||||||
Total Non-Interest Expense |
26,224 | 18,350 | ||||||
LOSS BEFORE BENEFIT FOR INCOME TAXES |
(49,881 | ) | (32,695 | ) | ||||
Benefit for Income Taxes |
(395 | ) | (15,499 | ) | ||||
NET LOSS |
$ | (49,486 | ) | $ | (17,196 | ) | ||
LOSS PER SHARE: |
||||||||
Basic |
$ | (0.97 | ) | $ | (0.37 | ) | ||
Diluted |
$ | (0.97 | ) | $ | (0.37 | ) | ||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||
Basic |
50,998,990 | 45,891,043 | ||||||
Diluted |
50,998,990 | 45,891,043 | ||||||
DIVIDENDS DECLARED PER SHARE |
$ | | $ | |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
2
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in Thousands)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in Thousands)
Common StockNumber of Shares | Stockholders Equity | |||||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||||
Additional | Other | Treasury | Total | |||||||||||||||||||||||||||||||||||||||
Treasury | Common | Paid-in | Unearned | Comprehensive | Accumulated | Stock, | Stockholders | |||||||||||||||||||||||||||||||||||
Issued | Stock | Outstanding | Stock | Capital | Compensation | Income | Deficit | at Cost | Equity | |||||||||||||||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2009 |
50,538,049 | (4,632,500 | ) | 45,905,549 | $ | 51 | $ | 349,304 | $ | (218 | ) | $ | 544 | $ | (15,754 | ) | $ | (70,012 | ) | $ | 263,915 | |||||||||||||||||||||
Shares Issued for Business Acquisitions |
39,418 | | 39,418 | | 46 | | | | | 46 | ||||||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 236 | 6 | | | | 242 | ||||||||||||||||||||||||||||||||
Forfeiture of Restricted Stock Award |
(4,000 | ) | | (4,000 | ) | | (64 | ) | 64 | | | | | |||||||||||||||||||||||||||||
Comprehensive Loss: |
||||||||||||||||||||||||||||||||||||||||||
Net Loss |
| | | | | | | (5,196 | ) | | (5,196 | ) | ||||||||||||||||||||||||||||||
Change in Unrealized Gain on Securities
Available for Sale and Interest-Only Strips,
Net of Income Taxes |
| | | | | | 1,236 | | | 1,236 | ||||||||||||||||||||||||||||||||
Total Comprehensive Loss |
(3,960 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2009 |
50,573,467 | (4,632,500 | ) | 45,940,967 | $ | 51 | $ | 349,522 | $ | (148 | ) | $ | 1,780 | $ | (20,950 | ) | $ | (70,012 | ) | $ | 260,243 | |||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2010 |
55,814,890 | (4,632,500 | ) | 51,182,390 | $ | 56 | $ | 357,174 | $ | (302 | ) | $ | 859 | $ | (138,031 | ) | $ | (70,012 | ) | $ | 149,744 | |||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 185 | 21 | | | | 206 | ||||||||||||||||||||||||||||||||
Comprehensive Loss: |
||||||||||||||||||||||||||||||||||||||||||
Net Loss |
| | | | | | | (49,486 | ) | | (49,486 | ) | ||||||||||||||||||||||||||||||
Change in Unrealized Gain on Securities
Available for Sale and Interest-Only Strips,
Net of Income Taxes |
| | | | | | 558 | | | 558 | ||||||||||||||||||||||||||||||||
Total Comprehensive Loss |
(48,928 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2010 |
55,814,890 | (4,632,500 | ) | 51,182,390 | $ | 56 | $ | 357,359 | $ | (281 | ) | $ | 1,417 | $ | (187,517 | ) | $ | (70,012 | ) | $ | 101,022 | |||||||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
3
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Loss |
$ | (49,486 | ) | $ | (17,196 | ) | ||
Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities: |
||||||||
Depreciation and Amortization of Premises and Equipment |
644 | 669 | ||||||
Amortization of Premiums and Accretion of Discounts on Investments, Net |
200 | (1,101 | ) | |||||
Amortization of Other Intangible Assets |
327 | 429 | ||||||
Amortization of Servicing Assets |
252 | 235 | ||||||
Share-Based Compensation Expense |
206 | 242 | ||||||
Provision for Credit Losses |
57,996 | 45,953 | ||||||
Net Gain on Sales of Securities Available for Sale |
(105 | ) | (1,167 | ) | ||||
Net Gain on Sales of Loans |
| (2 | ) | |||||
Loss on Sales of Other Real Estate Owned |
95 | | ||||||
Provision for Valuation Allowance on Other Real Estate Owned |
5,537 | 126 | ||||||
Deferred Tax Benefit |
3,208 | | ||||||
Origination of Loans Held for Sale |
(3,369 | ) | (201 | ) | ||||
Proceeds from Sales of Loans Held for Sale |
2,959 | 3,361 | ||||||
Decrease in Accrued Interest Receivable |
466 | 645 | ||||||
Increase in Servicing Asset |
| (74 | ) | |||||
Increase in Cash Surrender Value of Bank-Owned Life Insurance |
(231 | ) | (234 | ) | ||||
Increase in Other Assets |
(3,230 | ) | (14,004 | ) | ||||
Increase in Income Taxes Receivable |
(3,126 | ) | | |||||
Increase in Accrued Interest Payable |
540 | 8,695 | ||||||
Increase (Decrease) in Other Liabilities |
524 | (1,844 | ) | |||||
Net Cash Provided By Operating Activities |
13,407 | 24,532 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from Matured or Called Securities Available for Sale |
16,953 | 27,069 | ||||||
Proceeds from Matured or Called Securities Held to Maturity |
7 | | ||||||
Proceeds from Sales of Securities Available for Sale |
3,252 | 38,447 | ||||||
Proceeds from Sales of Other Real Estate Owned |
2,482 | | ||||||
Net Decrease in Loans Receivable |
105,980 | 28,249 | ||||||
Purchases of Securities Available for Sale |
(305 | ) | (27,758 | ) | ||||
Purchases of Premises and Equipment |
(223 | ) | (659 | ) | ||||
Net Cash Provided By Investing Activities |
128,146 | 65,348 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
(Decrease) Increase in Deposits |
(99,047 | ) | 126,029 | |||||
Repayment of Long-Term Federal Home Loan Bank Advances and Other Borrowings |
(80 | ) | (121 | ) | ||||
Net Change in Short-Term Federal Home Loan Bank Advances and Other Borrowings |
2,681 | (110,026 | ) | |||||
Net Cash (Used In) Provided By Financing Activities |
(96,446 | ) | 15,882 | |||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
45,107 | 105,762 | ||||||
Cash and Cash Equivalents at Beginning of Period |
154,110 | 215,188 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 199,217 | $ | 320,950 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash Paid During the Period for: |
||||||||
Interest Paid |
$ | 10,179 | $ | 16,190 | ||||
Income Taxes Paid |
$ | 2 | $ | | ||||
Non-Cash Activities: |
||||||||
Stock Issued for Business Acquisition |
$ | | $ | 46 | ||||
Transfer of Loans to Loan Held for Sale |
$ | 4,684 | $ | | ||||
Transfer of Loans to Other Real Estate Owned |
$ | 4,397 | $ | 509 | ||||
Loan Provided in the Sale of Other Real Estate Owned |
$ | 190 | $ | |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
4
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009
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), a California state chartered bank. Our other subsidiaries are Chun-Ha Insurance
Services, Inc. and All World Insurance Services, Inc.
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 March
31, 2010, 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
The preparation of interim consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Descriptions of our significant accounting policies are included in Note 2 Summary of
Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.
Certain reclassifications were made to the prior periods presentation to conform to the
current periods presentation.
NOTE 2 REGULATORY MATTERS AND GOING CONCERN CONSIDERATION
On November 2, 2009, the members of the Board of Directors of the Bank consented to the
issuance of the Final Order (Order) with the California Department of Financial Institutions (the
DFI). On the same date, Hanmi Financial and the Bank entered into a Written Agreement (the
Agreement) with the Federal Reserve Bank of San Francisco (the FRB). The Order and the
Agreement contain a list of strict requirements ranging from a capital directive to developing a
contingency funding plan.
5
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 2 REGULATORY MATTERS AND GOING CONCERN CONSIDERATION (Continued)
While Hanmi Financial intends to take such actions as may be necessary to enable Hanmi
Financial and the Bank to comply with the requirements of the Regulatory Order and Agreement, there
can be no assurance that Hanmi Financial or the Bank will be able to comply fully with the
provisions of the Order and the Agreement, or that compliance with the Order and the Agreement will
not have material and adverse effects on the operations and financial condition of Hanmi Financial
and the Bank. Any material failure to comply with the provisions of the Order and the Agreement
could result in further enforcement actions by both DFI and FRB, or the placing of the Bank into
conservatorship or receivership.
Final Order and Written Agreement
The Order and the Agreement contain substantially similar provisions. The Order and the
Agreement require the Board of Directors of the Bank to prepare and submit written plans to the DFI
and the FRB that address the following items: (i) strengthening Board oversight of the management
and operation of the Bank; (ii) strengthening credit risk management practices; (iii) improving
credit administration policies and procedures; (iv) improving the Banks position with respect to
problem assets; (v) maintaining adequate reserves for loan and lease losses; (vi) improving the
capital position of the Bank and, with respect to the Agreement, of Hanmi Financial; (vii)
improving the Banks earnings through a strategic plan and a budget for 2010; (viii) improving the
Banks liquidity position and funds management practices; and (ix) contingency funding. In
addition, the Order and the Agreement place restrictions on the Banks lending to borrowers who
have adversely classified loans with the Bank and requires the Bank to charge off or collect
certain problem loans. The Order and the Agreement also require the Bank to review and revise its
methodology for calculating allowance for loan and lease losses consistent with relevant
supervisory guidance. The Bank is also prohibited from paying dividends, incurring, increasing or
guaranteeing any debt, or making certain changes to its business without prior approval from the
DFI, and Hanmi Financial and the Bank must obtain prior approval from the FRB prior to declaring
and paying dividends.
Under the Order, the Bank is also required to increase its capital and maintain certain
regulatory capital ratios prior to certain dates specified in the Order. By July 31, 2010, the Bank
will be required to increase its contributed equity capital by not less than an additional $100
million. The Bank will be required to maintain a ratio of tangible shareholders equity to total
tangible assets as follows:
Ratio of Tangible Shareholders | ||
Date | Equity to Total Tangible Assets | |
By December 31, 2009 | Not Less Than 7.0 Percent | |
By July 31, 2010 | Not Less Than 9.0 Percent | |
From December 31, 2010 and Until the Order is Terminated | Not Less Than 9.5 Percent |
If the Bank is not able to maintain the capital ratios identified in the Order, it must
notify the DFI, and Hanmi Financial and the Bank are required to notify the FRB if their respective
capital ratios fall below those set forth in the capital plan to be approved by the FRB. As of
March 31, 2010, the Bank had a Tier 1 leverage ratio of 5.68 percent and tangible stockholders
equity to total tangible assets ratio of 5.89 percent.
6
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 2 REGULATORY MATTERS AND GOING CONCERN CONSIDERATION (Continued)
To comply with the provisions of the Order and the Agreement, additional actions that have
been taken include the following:
| The Board Committees have been reorganized after a Board assessment was conducted to leverage the experience and skill base of our directors and to improve Board oversight of the Banks operations. | ||
| Tools such as a master calendar of scheduled events and policy exception trigger tables have been created to assist the Board in its ability to monitor the Banks operations more effectively. | ||
| Jung Hak Son, a 24 year employee of the Bank, was appointed to the Chief Credit Officer position on December 23, 2009 and the Bank received notice that the regulatory agency interposed no objection to his appointment on March 18, 2010. | ||
| Loan policies and procedures continue to be adjusted and enhanced to keep current with the rapidly changing credit and economic environment. | ||
| Quantitative and qualitative factors in our allowance for loan losses have been updated to reflect the higher risk in the loan portfolio due to the recessionary economy. | ||
| Allowance methodology has been enhanced to better allocate reserves according to more specified loss and concentration risks. | ||
| The credit department has also been reorganized and reinforced with additional personnel to increase the level of management loan review and loan monitoring. | ||
| Written plans have been developed for each problem loan greater than $3 million and the plans have been implemented and are being monitored to improve loan work out and loan collection. | ||
| The Banks strategic plan has been reviewed and revised, and the revised plan has been approved by the Board of Directors. | ||
| The Banks liquidity management plan and contingency funding plan have been significantly revised to reflect the additional restrictions and challenges of the market. | ||
| The capital plan has been revised and significant effort is being made to raise the required capital within the time frame mandated by the Order. | ||
| A Board Compliance Committee has been organized to monitor the progress toward full compliance with all the provisions of the Agreement and the Order and approves the related progress reports at least on a monthly basis prior to submission to the DFI and FRB according to the schedule established. |
Policies and procedures have been developed, plans have been formulated, documented, approved
and submitted and administrative requirements such as submission of quarterly progress reports are
also being met. The results of these actions, however, are still subject to review by our
regulators.
7
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 2 REGULATORY MATTERS AND GOING CONCERN CONSIDERATION (Continued)
Capital Plan
Separately, Hanmi Financial has committed to the FRB that it will adopt a consolidated capital
plan to augment and maintain a sufficient consolidated capital position. In addition, Hanmi
Financial has agreed that it will not (i) declare or pay any dividends or make any payments on its
trust preferred securities or any other capital distributions without the prior written consent of
the FRB, and (ii) incur, increase or renew any existing debt or purchase, redeem or otherwise
acquire any of its capital stock without the prior written consent of the FRB. In order to preserve
its capital position, the Board of Hanmi Financial has elected to defer quarterly interest payments
on its outstanding trust preferred securities until further notice, beginning with the interest
payment that was due on January 15, 2009. Finally, Hanmi Financial has agreed to provide prior
written notice and obtain the consent of the FRB prior to appointing any new directors or senior
executive officers.
Risk-Based Capital
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 average 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.
As of March 31, 2010, Hanmi Financials Tier 1 capital (stockholders equity plus junior
subordinated debentures less intangible assets) was $129.4 million. This represented a decrease of
$65.3 million, or 33.5 percent, over Tier 1 capital of $194.7 million as of December 31, 2009. The
capital ratios of Hanmi Financial and the Bank were as follows as of March 31, 2010:
To be Categorized as | ||||||||||||||||||||||||
Minimum | Well Capitalized | |||||||||||||||||||||||
Regulatory | under Prompt Corrective | |||||||||||||||||||||||
Actual | Requirement | Action Provision | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
March 31, 2010 | (Dollars in Thousands) | |||||||||||||||||||||||
Total Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 211,989 | 7.86 | % | $ | 215,856 | 8.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 210,354 | 7.81 | % | $ | 215,493 | 8.00 | % | $ | 269,366 | 10.00 | % | ||||||||||||
Tier 1 Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 129,394 | 4.80 | % | $ | 107,928 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 174,741 | 6.49 | % | $ | 107,746 | 4.00 | % | $ | 161,619 | 6.00 | % | ||||||||||||
Tier 1 Capital (to Average Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 129,394 | 4.20 | % | $ | 123,265 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 174,741 | 5.68 | % | $ | 123,027 | 4.00 | % | $ | 153,783 | 5.00 | % |
Going Concern
As previously mentioned, we are required by federal regulatory authorities to maintain
adequate levels of capital to support our operations. As part of the DFI Final Order issued on
November 2, 2009, the Bank is also required to increase its capital and maintain certain regulatory
capital ratios prior to certain dates specified in the Order. By July 31, 2010, the Bank will be
required to increase its contributed equity capital by not less than an additional $100 million.
8
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 2 REGULATORY MATTERS AND GOING CONCERN CONSIDERATION (Continued)
We have also committed to the FRB to adopt a consolidated capital plan to augment and maintain
a sufficient capital position. Our existing capital resources do not currently satisfy our capital
requirements for the foreseeable future and are not sufficient to offset additional problem assets.
Further, should our asset quality continue to erode and require significant additional provision
for credit losses, resulting in added future net operating losses at the Bank, our capital levels
will additionally decline requiring the raising of more capital than the amount currently required
to satisfy our agreements with our regulators.
Our ability to raise additional capital will depend on conditions in the capital markets,
which are outside our control, and will also depend upon our financial performance. Accordingly, we
cannot be certain of our ability to raise additional capital. An inability to raise additional
capital when needed or to comply with the terms of the Order or the Agreement, raises substantial
doubt about our ability to continue as a going concern.
The accompanying interim consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the discharge of liabilities in the
normal course of business for the foreseeable future, and do not include any adjustments to reflect
the possible future effects on the recoverability or classification of assets, and the amounts or
classification of liabilities that may result from the outcome of any regulatory action including
being placed into receivership or conservatorship.
NOTE 3 FAIR VALUE MEASUREMENTS
Fair Value Option and Fair Value Measurements
FASB ASC 820, Fair Value Measurements and Disclosures, 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.
FASB ASC 825, Financial Instruments, provides additional guidance for estimating fair value
in accordance with FASB ASC 820 when the volume and level of activity for the asset or liability
have significantly decreased. It also includes guidance on identifying circumstances that indicate
a transaction is not orderly. FASB ASC 825 emphasizes that even if there has been a significant
decrease in the volume and level of activity for the asset or liability and regardless of the
valuation technique(s) used, the objective of a fair value measurement remains the same. FASB ASC
825 also requires additional disclosures relating to fair value measurement inputs and valuation
techniques, as well as providing disclosures for all debt and equity investment securities by major
security types rather than by major security categories that should be based on the nature and
risks of the security during both interim and annual periods. FASB ASC 825 is effective for interim
and annual reporting periods ending after June 15, 2009 and does not require disclosures for
earlier periods presented for comparative purposes at initial adoption. In periods after initial
adoption, FASB ASC 825 requires comparative disclosures only for periods ending after initial
adoption. We adopted FASB ASC 825 in the second quarter of 2009. The adoption of FASB ASC 825
resulted in additional disclosures that are presented in Note 3 Fair Value Measurements.
FASB ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) ASU 2010-06 adds
new requirements for disclosures about transfers into and out of Level 1 and 2 and separate
disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. It
also clarifies existing fair value disclosures about the level of disaggregation, entities will be
required to provide fair value measurement disclosures for each class of assets and liabilities,
and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning after December 15,
2010. The adoption of FASB ASU 2010-06 resulted in additional disclosures that are presented in
Note 3 Fair Value Measurements.
9
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
We used the following methods and significant assumptions to estimate fair value:
Investment Securities Available for Sale The fair values of investment 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. The fair values of
investment securities are determined by reference to the average of at least two quoted market
prices obtained from independent external brokers or independent external pricing service providers
who have experience in valuing these securities. In obtaining such valuation information from third
parties, we have evaluated the methodologies used to develop the resulting fair values. We perform
a monthly analysis on the broker quotes received from third parties to ensure that the prices
represent a reasonable estimate of the fair value. The procedures include, but are not limited to,
initial and on-going review of third party pricing methodologies, review of pricing trends, and
monitoring of trading volumes.
Level 1 investment securities include U.S. government and agency debentures and equity
securities that are traded on an active exchange or by dealers or brokers in active
over-the-counter markets. The fair value of these securities is determined by quoted prices on an
active exchange or over-the-counter market. Level 2 investment securities primarily include
mortgage-backed securities, municipal bonds, collateralized mortgage obligations, and asset-backed
securities. In determining the fair value of the securities categorized as Level 2, we obtain
reports from nationally recognized broker-dealers detailing the fair value of each investment
security we hold as of each reporting date. The broker-dealers use observable market information to
value our fixed income securities, with the primary sources being nationally recognized pricing
services. The fair value of the municipal securities is based on a proprietary model maintained by
the broker-dealer. We review the market prices provided by the broker-dealer for our securities for
reasonableness based on our understanding of the marketplace and we consider any credit issues
related to the bonds. As we have not made any adjustments to the market quotes provided to us and
they are based on observable market data, they have been categorized as Level 2 within the fair
value hierarchy.
Securities
classified as Level 3 investment securities are preferred stocks that are not
traded in the market. As such, no observable market data for the instrument is available. This
necessitates the use of significant unobservable inputs into our proprietary valuation
model. The fair value of the securities is determined by discounting contractual cash flows at a
discount rate derived from a synthetic bond-rating method. This method relies on significant
unobservable assumptions such as default spread and expected cash
flows, and therefore, we have determined that classification of the instrument as Level 3 is appropriate.
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 these loans as Level 2 and subject to
non-recurring fair value adjustments.
Impaired Loans FASB ASC 820 applies to loans measured for impairment using the practical
expedients permitted by FASB ASC 310, Receivables, 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 loans are classified as Level 2 and subject to
non-recurring fair value adjustments.
Other Real Estate Owned Other real estate owned is measured at fair value less selling
costs. Fair value was determined based on third-party appraisals of fair value in an orderly sale.
Selling costs were based on standard market factors. We classify other real estate owned as Level 2
and subject to non-recurring fair value adjustments.
10
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 3 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 using discount rates and a constant prepayment rate. The discount rate is
based on the interest rate charged to a borrower plus a risk adjustment factor of one percent. We
utilize the industrial constant prepayment rate provided by Bloomberg. The valuation model
incorporates assumptions that market participants would use in estimating future cash flows. Fair
value measurements of servicing assets and servicing liabilities use significant unobservable
inputs. As such, we classify them as Level 3.
Other Intangible Assets Other intangible assets consists of a core deposit intangible and
acquired intangible assets arising from acquisitions, including non-compete agreements, trade
names, carrier relationships and client/insured relationships. The valuation of other intangible
assets is based on information and assumptions available to us at the time of acquisition, using
income and market approaches to determine fair value. We test our other intangible assets annually
for impairment, or when indications of potential impairment exist. Fair value measurements of other
intangible assets use significant unobservable inputs. As such, we classify them as Level 3 and
subject to non-recurring fair value adjustments.
FASB ASC 320, Investments Debt and Equity Securities, amended current
other-than-temporary impairment (OTTI) guidance in GAAP for debt securities by requiring a
write-down when fair value is below amortized cost in circumstances where: (1) an entity has the
intent to sell a security; (2) it is more likely than not that an entity will be required to sell
the security before recovery of its amortized cost basis; or (3) an entity does not expect to
recover the entire amortized cost basis of the security. If an entity intends to sell a security or
if it is more likely than not the entity will be required to sell the security before recovery, an
OTTI write-down is recognized in earnings equal to the entire difference between the securitys
amortized cost basis and its fair value. If an entity does not intend to sell the security or it is
not more likely than not that it will be required to sell the security before recovery, the OTTI
write-down is separated into an amount representing credit loss, which is recognized in earnings,
and the amount related to all other factors, which is recognized in other comprehensive income.
FASB ASC 320 did not amend existing recognition and measurement guidance related to OTTI
write-downs of equity securities. FASB ASC 320 also extended disclosure requirements about debt and
equity securities to interim reporting periods. FASB ASC 320 does not require disclosures for
earlier periods presented for comparative purposes at initial adoption. In periods after initial
adoption, FASB ASC 320 requires comparative disclosures only for periods ending after initial
adoption. We adopted FASB ASC 320 in the second quarter of 2009 and it had no impact on our
financial condition or results of operations.
Fair Value Measurement
FASB ASC 820 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.
FASB ASC 820 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. |
11
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
There were no transfers of assets between Level 1 and Level 2 of the fair value hierarchy for
the three months ended March 31, 2010.
As of March 31, 2010, assets and liabilities measured at fair value on a recurring basis are
as follows:
Level 2 | ||||||||||||||||
Significant | ||||||||||||||||
Observable | ||||||||||||||||
Level 1 | Inputs With | |||||||||||||||
Quoted Prices in | No Active | Level 3 | ||||||||||||||
Active Markets | Market With | Significant | Balance as of | |||||||||||||
for Identical | Identical | Unobservable | March 31, | |||||||||||||
Assets | Characteristics | Inputs | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
ASSETS: |
||||||||||||||||
Debt Securities Available for Sale: |
||||||||||||||||
Residential Mortgage-Backed Securities |
$ | | $ | 58,418 | $ | | $ | 58,418 | ||||||||
U.S. Government Agency Securities |
24,850 | | | 24,850 | ||||||||||||
Collateralized Mortgage Obligations |
| 9,840 | | 9,840 | ||||||||||||
Asset-Backed Securities |
| 8,010 | | 8,010 | ||||||||||||
Municipal Bonds |
| 6,937 | | 6,937 | ||||||||||||
Other Securities |
| 3,262 | 1,258 | 4,520 | ||||||||||||
Total Debt Securities Available for Sale |
$ | 24,850 | $ | 86,467 | $ | 1,258 | $ | 112,575 | ||||||||
Equity Securities Available for Sale: |
||||||||||||||||
Financial Service Industry |
$ | 794 | $ | | $ | | $ | 794 | ||||||||
Total Equity Securities Available for Sale |
$ | 794 | $ | | $ | | $ | 794 | ||||||||
Total Securities Available for Sale |
$ | 25,644 | $ | 86,467 | $ | 1,258 | $ | 113,369 | ||||||||
Servicing Assets |
$ | | $ | | $ | 3,590 | $ | 3,590 | ||||||||
LIABILITIES: |
||||||||||||||||
Servicing Liabilities |
$ | | $ | | $ | 200 | $ | 200 |
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 March 31, 2010:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||||
Realized and | ||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||
Beginning | Realized and | Gains or Losses | Ending | |||||||||||||||||||||
Balance as of | Purchases, | Unrealized | in Other | Transfers | Balance as of | |||||||||||||||||||
January 1, | Issuances and | Gains or Losses | Comprehensive | In and/or Out | March 31, | |||||||||||||||||||
2010 | Settlements | in Earnings | Income | of Level 3 | 2010 | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||
Securities Available for Sale: |
||||||||||||||||||||||||
Other Securities |
$ | 1,258 | $ | | $ | | $ | | $ | | $ | 1,258 | ||||||||||||
Servicing Assets |
$ | 3,842 | $ | | $ | (252 | ) | $ | | $ | | $ | 3,590 | |||||||||||
LIABILITIES: |
||||||||||||||||||||||||
Servicing Liabilities |
$ | (216 | ) | $ | | $ | 16 | $ | | $ | | $ | (200 | ) | ||||||||||
12
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
As of March 31, 2010, assets and liabilities measured at fair value on a non-recurring basis
are as follows:
Level 2 | ||||||||||||||||
Significant | ||||||||||||||||
Observable | ||||||||||||||||
Level 1 | Inputs With | |||||||||||||||
Quoted Prices in | No Active | Level 3 | ||||||||||||||
Active Markets | Market With | Significant | Balance as of | |||||||||||||
for Identical | Identical | Unobservable | March 31, | |||||||||||||
Assets | Characteristics | Inputs | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
ASSETS: |
||||||||||||||||
Loans Held for Sale |
$ | | $ | 10,104 | $ | | $ | 10,104 | ||||||||
Impaired Loans |
$ | | $ | 229,885 | $ | | $ | 229,885 | ||||||||
Other Real Estate Owned |
$ | | $ | 22,399 | $ | | $ | 22,399 | ||||||||
Other Intangible Assets |
$ | | $ | | $ | 3,055 | $ | 3,055 |
(1) | Includes real estate loans of $110.4 million, and commercial and industrial loans of $119.5 million. |
FASB ASC 825 requires disclosure of the fair value of financial assets and financial
liabilities, including those financial assets and financial liabilities that are not measured and
reported at fair value on a recurring basis or non-recurring basis. The methodologies for
estimating the fair value of financial assets and financial liabilities that are measured at fair
value on a recurring basis or non-recurring basis are discussed above.
The estimated fair value of financial instruments has been determined by using available
market information and appropriate valuation methodologies. However, considerable judgment is
required to interpret market data in order to develop estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the amounts that we could realize in a
current market exchange. The use of different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value amounts.
The estimated fair values of financial instruments were as follows:
March 31, 2010 | December 31, 2009 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
or Contract | Fair | or Contract | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and Cash Equivalents |
$ | 199,217 | $ | 199,217 | $ | 154,110 | $ | 154,110 | ||||||||
Investment Securities Held to Maturity |
862 | 862 | 869 | 871 | ||||||||||||
Investment Securities Available for Sale |
113,369 | 113,369 | 132,420 | 132,420 | ||||||||||||
Loans Receivable, Net of Allowance for Loan Losses |
2,505,070 | 2,464,351 | 2,674,064 | 2,573,080 | ||||||||||||
Accrued Interest Receivable |
9,026 | 9,026 | 9,492 | 9,492 | ||||||||||||
Investment in Federal Home Loan Bank Stock |
30,697 | 30,697 | 30,697 | 30,697 | ||||||||||||
Investment in Federal Reserve Bank Stock |
7,878 | 7,878 | 7,878 | 7,878 | ||||||||||||
Financial Liabilities: |
||||||||||||||||
Noninterest-Bearing Deposits |
575,015 | 575,015 | 556,306 | 556,306 | ||||||||||||
Interest-Bearing Deposits |
2,075,265 | 2,075,265 | 2,193,021 | 2,197,866 | ||||||||||||
Borrowings |
240,732 | 241,563 | 236,453 | 237,354 | ||||||||||||
Accrued Interest Payable |
13,146 | 13,146 | 12,606 | 12,606 | ||||||||||||
Off-Balance Sheet Items: |
||||||||||||||||
Commitments to Extend Credit |
186,989 | 194 | 262,821 | 177 | ||||||||||||
Standby Letters of Credit |
17,925 | 72 | 17,225 | 37 |
13
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
The methods and assumptions used to estimate the fair value of each class of financial
instruments for which it was practicable to estimate that value are explained below:
Cash and Cash Equivalents The carrying amounts approximate fair value due to the short-term
nature of these instruments.
Investment Securities The fair value of securities was generally obtained from market bids
for similar or identical securities or obtained from independent securities brokers or dealers.
Loans Receivable, Net of Allowance for Loan Losses Fair values were estimated for loans
based on the discounted cash flow approach. The discount rate was derived from the associated yield
curve plus spreads, and reflects the offering rates offered by the Bank for loans with similar
financial characteristics. Yield curves are constructed by product type using the Banks loan
pricing model for like-quality credits. The discount rates used in the Banks model represent the
rates the Bank would offer to current borrowers for like-quality credits. These rates could be
different from what other financial institutions could offer for these loans. No adjustments have
been made for changes in credit within the loan portfolio. It is our opinion that the allowance
for loan losses relating to performing and nonperforming loans results in a fair valuation of such
loans. Additionally, the fair value of our loans may differ
significantly from the values that would have been used had a ready
market existed for such loans and may differ materially from the
values that we may ultimately realize.
Accrued Interest Receivable The carrying amount of accrued interest receivable approximates
its fair value.
Investment in Federal Home Loan Bank and Federal Reserve Bank Stock The carrying amounts
approximate fair value as the stock may be resold to the issuer at carrying value.
Interest-Bearing Deposits The fair value of interest-bearing deposits, such as certificates
of deposit, was estimated based on discounted cash flows. The discount rate used was based on
interest rates currently being offered by the Bank on comparable deposits as to amount and term.
Borrowings Borrowings consist of FHLB advances, junior subordinated debentures and other
borrowings. The fair values disclosed for FHLB advances and junior subordinated debentures are
determined by discounting contractual cash flows at current market interest rates for similar
instruments. The fair values of overnight FHLB advances and other borrowings are considered to be
equivalent to the carrying amount due to the short-term maturity.
Accrued Interest Payable The carrying amount of accrued interest payable approximates its
fair value.
Commitments to Extend Credit and Standby Letters of Credit The fair values of commitments
to extend credit and standby letters of credit are based upon the difference between the current
value of similar loans and the price at which the Bank has committed to make the loans.
14
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 4 INVESTMENT SECURITIES
The following is a summary of investment securities held to maturity:
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gain | Loss | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
March 31, 2010: |
||||||||||||||||
Municipal Bonds |
$ | 696 | $ | | $ | | $ | 696 | ||||||||
Mortgage-Backed Securities(1) |
166 | | | 166 | ||||||||||||
$ | 862 | $ | | $ | | $ | 862 | |||||||||
December 31, 2009: |
||||||||||||||||
Municipal Bonds |
$ | 696 | $ | | $ | | $ | 696 | ||||||||
Mortgage-Backed Securities(1) |
173 | 2 | | 175 | ||||||||||||
$ | 869 | $ | 2 | $ | | $ | 871 | |||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. |
The following is a summary of investment securities available for sale:
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gain | Loss | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
March 31, 2010: |
||||||||||||||||
Mortgage-Backed Securities (1) |
$ | 56,957 | $ | 1,505 | $ | 45 | $ | 58,418 | ||||||||
U.S. Government Agency Securities |
24,996 | 16 | 162 | 24,850 | ||||||||||||
Collateralized Mortgage Obligations (1) |
9,628 | 212 | | 9,840 | ||||||||||||
Asset-Backed Securities |
7,848 | 163 | | 8,010 | ||||||||||||
Municipal Bonds |
6,831 | 142 | 36 | 6,937 | ||||||||||||
Other Securities |
4,230 | 333 | 43 | 4,520 | ||||||||||||
Equity Securities |
511 | 283 | | 794 | ||||||||||||
$ | 111,001 | $ | 2,654 | $ | 286 | $ | 113,369 | |||||||||
December 31, 2009: |
||||||||||||||||
Mortgage-Backed Securities (1) |
$ | 65,218 | $ | 1,258 | $ | 144 | $ | 66,332 | ||||||||
U.S. Government Agency Securities |
33,325 | | 562 | 32,763 | ||||||||||||
Collateralized Mortgage Obligations (1) |
12,520 | 269 | | 12,789 | ||||||||||||
Asset-Backed Securities |
8,127 | 61 | | 8,188 | ||||||||||||
Municipal Bonds |
7,369 | 82 | 92 | 7,359 | ||||||||||||
Other Securities |
3,925 | 332 | 62 | 4,195 | ||||||||||||
Equity Securities |
511 | 283 | | 794 | ||||||||||||
$ | 130,995 | $ | 2,285 | $ | 860 | $ | 132,420 | |||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. |
15
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 4 INVESTMENT SECURITIES (Continued)
The amortized cost and estimated fair value of investment securities at March 31, 2010, by
contractual maturity, are shown below. Although mortgage-backed securities and collateralized
mortgage obligations have contractual maturities through 2039, expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Available for Sale | Held to Maturity | |||||||||||||||
Amortized | Estimated | Amortized | Estimated | |||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Within One Year |
$ | | $ | | $ | | $ | | ||||||||
Over One Year Through Five Years |
| | 696 | 696 | ||||||||||||
Over Five Years Through Ten Years |
16,650 | 16,710 | | | ||||||||||||
Over Ten Years |
27,255 | 27,607 | | | ||||||||||||
Mortgage-Backed Securities |
56,957 | 58,418 | 166 | 166 | ||||||||||||
Collateralized Mortgage Obligations |
9,628 | 9,840 | | | ||||||||||||
Equity Securities |
511 | 794 | | | ||||||||||||
$ | 111,001 | $ | 113,369 | $ | 862 | $ | 862 | |||||||||
We perform periodic reviews for impairment in accordance with FASB ASC 320. Gross
unrealized losses on investment securities available for sale, the estimated fair value of the
related securities and the number of 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 March 31, 2010 and December 31, 2009:
Holding Period | ||||||||||||||||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||||||
Gross | Estimated | Number | Gross | Estimated | Number | Gross | Estimated | Number | ||||||||||||||||||||||||||||
Investment Securities | Unrealized | Fair | of | Unrealized | Fair | of | Unrealized | Fair | of | |||||||||||||||||||||||||||
Available for Sale | Losses | Value | Securities | Losses | Value | Securities | Losses | Value | Securities | |||||||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||||||||||
March 31, 2010: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | | $ | | | $ | 45 | $ | 4,800 | 1 | $ | 45 | $ | 4,800 | 1 | |||||||||||||||||||||
Municipal Bonds |
2 | 313 | 1 | 34 | 839 | 1 | 36 | 1,152 | 2 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
| | | 162 | 14,835 | 2 | 162 | 14,835 | 2 | |||||||||||||||||||||||||||
Other Securities |
7 | 1,993 | 2 | 36 | 964 | 1 | 43 | 2,957 | 3 | |||||||||||||||||||||||||||
$ | 9 | $ | 2,306 | 3 | $ | 277 | $ | 21,438 | 5 | $ | 286 | $ | 23,744 | 8 | ||||||||||||||||||||||
December 31, 2009: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 144 | $ | 14,584 | 3 | $ | | $ | | | $ | 144 | $ | 14,584 | 3 | |||||||||||||||||||||
Municipal Bonds |
12 | 303 | 1 | 80 | 793 | 1 | 92 | 1,096 | 2 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
562 | 32,764 | 6 | | | | 562 | 32,764 | 6 | |||||||||||||||||||||||||||
Other Securities |
24 | 1,976 | 2 | 39 | 961 | 1 | 62 | 2,937 | 3 | |||||||||||||||||||||||||||
$ | 742 | $ | 49,627 | 12 | $ | 119 | $ | 1,754 | 2 | $ | 860 | $ | 51,381 | 14 | ||||||||||||||||||||||
All individual securities that have been in a continuous unrealized loss position for 12
months or longer as of March 31, 2010 and December 31, 2009 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 as of March 31, 2010. These securities have fluctuated in value since their purchase
dates as market interest rates have fluctuated.
16
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 4 INVESTMENT SECURITIES (Continued)
FASB ASC 320 requires an entity to assess whether the entity has the intent to sell the debt
security or more likely than not will be required to sell the debt security before its anticipated
recovery. We do not intend to sell these securities and it is not more likely than not that we will
be required to sell the investments before the recovery of its amortized cost bases. Therefore, in
managements opinion, all securities that have been in a continuous unrealized loss position for
the past 12 months or longer as of March 31, 2010 and December 31, 2009 are not
other-than-temporarily impaired, and therefore, no impairment charges as of March 31, 2010 and
December 31, 2009 are warranted.
Realized gains and losses on sales of investment securities, proceeds from sales of investment
securities and the tax expense on sales of investment securities were as follows for the periods
indicated:
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Gross Realized Gains on Sales of Investment Securities |
$ | 210 | $ | 1,276 | ||||
Gross Realized Losses on Sales of Investment Securities |
(105 | ) | (109 | ) | ||||
Net Realized Gains on Sales of Investment Securities |
$ | 105 | $ | 1,167 | ||||
Proceeds from Sales of Investment Securities |
$ | 3,252 | $ | 38,447 | ||||
Tax Expense on Sales of Investment Securities |
$ | 45 | $ | 491 |
There were $105,000 and $1.2 million in net realized gains on sales of securities
available for sale during the three months ended March 31, 2010
and 2009, respectively.
For the three months ended March 31, 2010,
$1.0 million ($605,000, net of income taxes) of net unrealized
gains arose during the period and was
included in comprehensive income and previously net unrealized gains of $99,000 ($57,000, net of
income taxes) were realized in earnings. For the three months ended
March 31, 2009, net unrealized gains of $3.0 million ($1.7
million, net of income taxes) arose during the period and was included in comprehensive income and
previously net unrealized gains of $975,000 ($565,000, net of income taxes) were realized in
earnings.
Investment securities available for sale with carrying values of $91.6 million and $123.6
million as of March 31, 2010 and December 31, 2009, respectively, were pledged to secure FHLB
advances, public deposits and for other purposes as required or permitted by law.
17
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 5 LOANS
Loans Receivable
Loans receivable consisted of the following as of the dates indicated:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Real Estate Loans: |
||||||||
Commercial Property |
$ | 821,752 | $ | 839,598 | ||||
Construction |
93,222 | 126,350 | ||||||
Residential Property |
71,443 | 77,149 | ||||||
Total Real Estate Loans |
986,417 | 1,043,097 | ||||||
Commercial and Industrial Loans: (1) |
||||||||
Commercial Term Loans |
1,354,793 | 1,420,034 | ||||||
SBA Loans |
124,394 | 134,521 | ||||||
Commercial Lines of Credit |
104,326 | 101,159 | ||||||
International Loans |
44,933 | 53,488 | ||||||
Total Commercial and Industrial Loans |
1,628,446 | 1,709,202 | ||||||
Consumer Loans |
58,886 | 63,303 | ||||||
Total Gross Loans |
2,673,749 | 2,815,602 | ||||||
Deferred Loan Fees |
(963 | ) | (1,552 | ) | ||||
Allowance for Loan Losses |
(177,820 | ) | (144,996 | ) | ||||
Loans Receivable, Net |
$ | 2,494,966 | $ | 2,669,054 | ||||
(1) | Commercial and industrial loans include owner-occupied property loans of $1.08 billion and $1.15 billion as of March 31, 2010 and December 31, 2009, respectively. |
Accrued interest on loans receivable amounted to $8.6 million and $9.3 million at March
31, 2010 and December 31, 2009, respectively. At March 31, 2010 and December 31, 2009, loans
receivable totaling $1.47 billion and $1.38 billion, respectively, was pledged to secure FHLB
advances and the Fed Discount Window.
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
Activity in the allowance for loan losses and allowance for off-balance sheet items was as
follows for the periods indicated:
As of and for the Three Months Ended | ||||||||||||
March 31, | December 31, | March 31, | ||||||||||
2010 | 2009 | 2009 | ||||||||||
(In Thousands) | ||||||||||||
Allowance for Loan Losses: |
||||||||||||
Balance at Beginning of Period |
$ | 144,996 | $ | 124,768 | $ | 70,986 | ||||||
Actual Charge-Offs |
(30,114 | ) | (58,170 | ) | (12,516 | ) | ||||||
Recoveries on Loans Previously Charged Off |
3,721 | 858 | 703 | |||||||||
Net Loan Charge-Offs |
(26,393 | ) | (57,312 | ) | (11,813 | ) | ||||||
Provision Charged to Operating Expense |
59,217 | 77,540 | 45,770 | |||||||||
Balance at End of Period |
$ | 177,820 | $ | 144,996 | $ | 104,943 | ||||||
Allowance for Off-Balance Sheet Items: |
||||||||||||
Balance at Beginning of Period |
$ | 3,876 | $ | 4,416 | $ | 4,096 | ||||||
Provision Charged to (Reversal of Charged to) Operating Expense |
(1,221 | ) | (540 | ) | 183 | |||||||
Balance at End of Period |
$ | 2,655 | $ | 3,876 | $ | 4,279 | ||||||
18
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 5 LOANS (Continued)
Impaired Loans
The following table provides information on impaired loans as of the dates indicated:
Amount | Allowance | |||||||
(In Thousands) | ||||||||
March 31, 2010: |
||||||||
With No Allocated Allowance: |
||||||||
Without Charge-Offs |
$ | 77,334 | $ | | ||||
With Charge-Offs |
97,523 | | ||||||
$ | 174,857 | $ | | |||||
With Allocated Allowance: |
||||||||
Without Charge-Offs |
$ | 48,786 | $ | 22,632 | ||||
With Charge-Offs |
31,043 | 4,534 | ||||||
$ | 79,829 | $ | 27,166 | |||||
December 31, 2009: |
||||||||
With No Allocated Allowance: |
||||||||
Without Charge-Offs |
$ | 44,055 | $ | | ||||
With Charge-Offs |
84,674 | | ||||||
$ | 128,729 | $ | | |||||
With Allocated Allowance: |
||||||||
Without Charge-Offs |
$ | 41,476 | $ | 20,413 | ||||
With Charge-Offs |
30,529 | 2,735 | ||||||
$ | 72,005 | $ | 23,148 | |||||
The following is a summary of interest foregone on impaired loans for the periods indicated:
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Interest Income That Would Have Been Recognized Had Impaired
Loans Performed in Accordance With Their Original Terms |
$ | 5,569 | $ | 5,177 | ||||
Less: Interest Income Recognized on Impaired Loans |
(2,771 | ) | (1,655 | ) | ||||
Interest Foregone on Impaired Loans |
$ | 2,798 | $ | 3,522 | ||||
There were no commitments to lend additional funds to borrowers whose loans are included
above.
19
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 5 LOANS (Continued)
Non-Performing Assets
The following table details non-performing assets as of the dates indicated:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Non-Accrual Loans |
$ | 262,232 | $ | 219,000 | ||||
Loans 90 Days or More Past Due and Still Accruing |
| 67 | ||||||
Total Non-Performing Loans |
262,232 | 219,067 | ||||||
Other Real Estate Owned |
22,399 | 26,306 | ||||||
Total Non-Performing Assets |
$ | 284,631 | $ | 245,373 | ||||
Troubled Debt Restructurings on Accrual Status |
$ | 10,041 | $ | | ||||
Loans on non-accrual status totaled $262.2 million and $219.0 million as of March 31,
2010 and December 31, 2009, respectively. Delinquent loans (defined as 30 days or more past due)
were $236.2 million as of March 31, 2010, compared to $186.3 million as of December 31, 2009,
representing a 26.8 percent increase. Of $236.2 million, $167.5 million was included in
non-performing loans as of March 31, 2010, and of $186.3 million, $145.1 million was included in
non-performing loans as of December 31, 2009. We believe that the increases in non-performing loans
and delinquent loans are attributable primarily to a current economic recession that is affecting
some of our borrowers ability to honor their commitments.
Non-performing loans increased by $43.1 million, or 19.7 percent, to $262.2 million as of
March 31, 2010, compared to $219.1 million as of December 31, 2009. During the same period, the
allowance for loan losses increased by $32.8 million, or 22.6 percent, to $177.8 million from
$145.0 million. The allowance for the collateral-dependent loans is calculated by the difference
between the outstanding loan balance and the value of the collateral as determined by recent
appraisals less estimated cost to dispose of the property. The allowance for collateral-dependent
loans varies from loan to loan based on the collateral coverage of the loan at the time of
designation as non-performing. We continue to monitor the collateral coverage, based on recent
appraisals, on these loans on a quarterly basis and adjust the allowance accordingly.
As of March 31, 2010, other real estate owned consisted of eleven properties, primarily
located in California, with a combined net carrying value of $22.4 million. During the three months
ended March 31, 2010, three properties, with a carrying value of $4.4 million, were transferred
from loans receivable to other real estate owned and five properties, with a carrying value of $2.8
million, were sold and a loss of $95,000 was recognized. As of December 31, 2009, other real estate
owned consisted of thirteen properties with a combined net carrying value of $26.3 million.
During the three months ended March 31, 2010, we restructured monthly payments on 67 loans,
with a net carrying value of $45.5 million as of March 31, 2010, through temporary payment
structure modification from principal and interest due monthly to interest only due monthly for six
months or less. For the restructured loans on accrual status, we determined that, based on the
financial capabilities of the borrowers at the time of the loan restructuring and the borrowers
past performance in the payment of debt service under the previous loan terms, we believe that
performance and collection under the revised terms is probable. As of March 31, 2010, troubled debt
restructurings on accrual status totaled $10.0 million, all of which were temporary interest rate
reductions, and a $2.0 million reserve relating to these loans was included in the allowance for
loan losses. As of December 31, 2009, there were no troubled debt restructure loans on accrual
status.
20
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 6 INCOME TAXES
Under GAAP, a valuation allowance must be recorded if it is more likely than not that such
deferred tax assets will not be realized. Appropriate consideration is given to all available
evidence (both positive and negative) related to the realization of the deferred tax assets on a
quarterly basis.
In conducting our regular quarterly evaluation, we decided to keep establishing a deferred tax
asset valuation allowance as of March 31, 2010 based primarily upon the existence of a three-year
cumulative loss including managements current projected results for the year ending December 31,
2009. Although our current financial forecasts indicate that sufficient taxable income will be
generated in the future to ultimately realize the existing deferred tax benefits, those forecasts
were not considered to constitute sufficient positive evidence to overcome the observable negative
evidence associated with the three-year cumulative loss position determined as of March 31, 2010.
During the first quarter of 2010, we recorded a valuation allowance of $23.6 million against
our deferred tax assets, totaling $68.8 million of valuation allowance as of March 31, 2010. We
have zero balance of net deferred tax assets as of March 31, 2010.
NOTE 7 SHARE-BASED COMPENSATION
Share-Based Compensation Expense
For the three months ended March 31, 2010 and 2009, share-based compensation expense was
$206,000 and $242,000, respectively, and the related tax benefits were $87,000 and $102,000,
respectively.
Unrecognized Share-Based Compensation Expense
As of March 31, 2010, unrecognized share-based compensation expense was as follows:
Unrecognized | Average Expected | |||||||
Expense | Recognition Period | |||||||
(Dollars in Thousands) | ||||||||
Stock Option Awards |
$ | 855 | 1.6 years | |||||
Restricted Stock Awards |
281 | 3.5 years | ||||||
Total Unrecognized Share-Based Compensation Expense |
$ | 1,136 | 2.1 years | |||||
21
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 7 SHARE-BASED COMPENSATION (Continued)
Share-Based Payment Award Activity
The table below provides stock option information for the three months ended March 31, 2010:
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 |
1,180,358 | $ | 11.78 | 6.2 years | $ | | (1) | |||||||||
Options Expired |
(37,243 | ) | $ | 18.31 | 5.3 years | |||||||||||
Options Forfeited |
(5,600 | ) | $ | 16.68 | 7.0 years | |||||||||||
Options Outstanding at End of Period |
1,137,515 | $ | 11.55 | 6.0 years | $ | 242 | (2) | |||||||||
Options Exercisable at End of Period |
708,515 | $ | 14.00 | 4.7 years | $ | | (2) |
(1) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $1.20 as of December 31, 2009, 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 $2.40 as of March 31, 2010, over the exercise price, multiplied by the number of options. |
There were no options exercised during the three months ended March 31, 2010 and 2009.
Restricted Stock Awards
The table below provides information for restricted stock awards for the three months ended
March 31, 2010:
Weighted- | ||||||||
Average | ||||||||
Number | Grant Date | |||||||
of | Fair Value | |||||||
Shares | Per Share | |||||||
Restricted Stock at Beginning of Period |
183,400 | $ | 1.87 | |||||
Restricted Stock Forfeited |
| |||||||
Restricted Stock at End of Period |
183,400 | $ | 1.87 | |||||
NOTE 8 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.
22
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 8 LOSS 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 March 31, | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
(Numerator) | (Denominator) | (Numerator) | (Denominator) | |||||||||||||||||||||
Weighted- | Per | Weighted- | Per | |||||||||||||||||||||
Net | Average | Share | Net | Average | Share | |||||||||||||||||||
Loss | Shares | Amount | Loss | Shares | Amount | |||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||
Basic EPS |
$ | (49,486 | ) | 50,998,990 | $ | (0.97 | ) | $ | (17,196 | ) | 45,891,043 | $ | (0.37 | ) | ||||||||||
Effect of Dilutive Securities Options, Warrants and
Unvested Restricted Stock |
| | | | | | ||||||||||||||||||
Diluted EPS |
$ | (49,486 | ) | 50,998,990 | $ | (0.97 | ) | $ | (17,196 | ) | 45,891,043 | $ | (0.37 | ) | ||||||||||
For the three months ended March 31, 2010 and 2009, there were 1,320,915 and 1,205,022
options, warrants and unvested restricted stock outstanding, respectively, that were not included
in the computation of diluted EPS because their effect would be anti-dilutive.
NOTE 9 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.
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:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Commitments to Extend Credit |
$ | 186,989 | $ | 262,821 | ||||
Standby Letters of Credit |
17,925 | 17,225 | ||||||
Commercial Letters of Credit |
13,221 | 13,544 | ||||||
Unused Credit Card Lines |
23,722 | 23,408 | ||||||
Total Undisbursed Loan Commitments |
$ | 241,857 | $ | 316,998 | ||||
NOTE 10 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.
23
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 11 LIQUIDITY
FASB ASC 275, Risks and Uncertainties, requires reporting entities to disclose information
about the nature of their operations and vulnerabilities due to certain concentrations. Liquidity
risk could impair our ability to fund operations and jeopardize our financial condition. Liquidity
is essential to our business. An inability to raise funds through deposits, borrowings, the sale of
loans and other sources could have a material adverse effect on our liquidity. Our access to
funding sources in amounts adequate to finance our activities could be impaired by factors that
affect us specifically or the financial services industry in general. Factors that could
detrimentally affect our access to liquidity sources include a decrease in the level of our
business activity due to a market downturn or adverse regulatory action against us. Our ability to
acquire deposits or borrow could also be impaired by factors that are not specific to us, such as a
severe disruption of the financial markets or negative views and expectations about the prospects
for the financial services industry as a whole as the recent turmoil faced by banking organizations
in the domestic and worldwide credit markets deteriorates.
Hanmi Financial
Currently, management believes that Hanmi Financial, on a stand-alone basis, has adequate
liquid assets to meet its operating cash needs through December 31, 2010. On August 29, 2008, we
elected to suspend payment of quarterly dividends on our common stock in order to preserve our
capital position. In addition, Hanmi Financial has elected to defer quarterly interest payments on
its outstanding junior subordinated debentures until further notice, beginning with the interest
payment that was due on January 15, 2009. As of March 31, 2010, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $2.8 million, down from $3.5 million as of
December 31, 2009.
Hanmi Bank
Management believes that the Bank, on a stand-alone basis, has adequate liquid assets to meet
its current obligations. The Banks primary funding source will continue to be deposits originated
through its branch platform. As of March 31, 2010, the Bank was considered to be undercapitalized
under the regulatory framework for prompt corrective action, as the Banks total risk-based capital
ratio fell slightly below 8%. Section 29 of the Federal Deposit Insurance Act (FDIA) limits the
use of brokered deposits by institutions that are less than well-capitalized and allows the FDIC
to place restrictions on interest rates that institutions may pay. On May 29, 2009, the FDIC
approved a final rule to implement new interest rate restrictions on institutions that are not
well capitalized. The rule, which became effective on January 1, 2010, limits the interest rate
paid by such institutions to 75 basis points above a national rate, as derived from the interest
rate average of all institutions. According to the FDICs Financial Institution Letter,
FIL-69-2009, requires institutions that are not well capitalized must use national rate caps to
determine conformance for non-local depositors beginning January 1, 2010 and for local depositors
beginning March 1, 2010. Due to the FDICs rules, the Bank is currently restricted from accepting
brokered deposits and offering deposit rates above the national rate caps.
In an effort to preserve liquidity under the restrictions, the Bank deployed innovative
products, such as Advantage and Diamond Freedom CDs, and utilized Internet rate service providers
in the month of March 2010. Through this campaign and the use of Internet rate service providers,
the Bank achieved the objectives of maintaining adequate liquidity and reducing its reliance on
brokered deposits. As a result, total deposits slightly decreased by
$99.0 million, or 3.6 percent,
from $2.75 billion as of December 31, 2009 to $2.65 billion as of March 31, 2010. The Banks
wholesale funds, consisting of Federal Home Loan Bank (FHLB) advances and brokered deposits,
continuously decreased by $140.5 million to $217.3 million at March 31, 2010 from $357.8 million at
December 31, 2009.
24
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (Continued)
NOTE 11 LIQUIDITY (Continued)
The Banks primary source of borrowings is the FHLB, from which the Bank is eligible to
borrow up to 20 percent of its total assets. As of March 31, 2010, our total borrowing capacity
available based on pledged collateral and the remaining available borrowing capacity were $532.1
million and $377.1 million, respectively. The Banks FHLB borrowings as of March 31, 2010 totaled
$153.9 million, representing 5.1 percent of total assets. As of May 10, 2010, the Banks FHLB
borrowing capacity available based on pledged collateral and the remaining available borrowing
capacity were $494.0 million and $340.2 million, respectively. The amount that the FHLB is willing
to advance differs based on the quality and character of qualifying collateral pledged 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 the remaining borrowing capacity from its FHLB borrowing arrangement.
As a means of augmenting its liquidity, the Bank had an available borrowing source of $239.4
million from the Federal Reserve Discount Window (the Fed Discount Window), to which the Bank
pledged loans with a carrying value of $557.0 million, and had no borrowings as of March 31, 2010.
The Bank is currently in the secondary program of the Borrower in Custody Program of the Fed
Discount Window, which allows the Bank to request very short-term credit (typically overnight) at a
rate that is above the primary credit rate within a specified period. In August 2009, South Street
Securities LLC extended a line of credit to the Bank for reverse repurchase agreements up to a
maximum of $100.0 million. This line of credit will continue for a term of one year, and, unless
amended or terminated, will automatically renew for successive one-year terms.
Current market conditions have limited the Banks liquidity sources principally to secured
funding outlets such as the FHLB and Fed Discount Window. There can be no assurance that actions by
the FHLB or FRB would not reduce the Banks borrowing capacity or that the Bank would be able to
continue to replace deposits at competitive rates. The Bank is currently restricted from accepting
brokered deposits as a funding source. As of March 31, 2010, brokered deposits were $63.4 million,
or 2.3 percent of total deposits. All brokered deposits are currently scheduled to mature prior to
June 30, 2010. The Bank successfully replaced $670.7 million and $140.5 million of brokered
deposits during 2009 and the first quarter of 2010, respectively. If the Bank is unable to replace
these maturing deposits with new deposits, the Bank believes that it nonetheless has adequate
liquidity resources to fund its obligations through its secured credit lines with the FHLB and Fed
Discount Window.
NOTE 13 SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of issuance of the financial data
included herein. There have been no subsequent events that occurred during such period that would
require disclosure in this Form 10-Q or would be required to be recognized in the Consolidated
Financial Statements (Unaudited) as of March 31, 2010.
25
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is managements discussion and analysis of the major factors that influenced our
results of operations and financial condition as of and for the three months ended March 31, 2010.
This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2009 and with the unaudited consolidated financial statements and notes thereto set
forth in this Report.
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 (the Exchange Act). 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:
| failure to continue as a going concern; | ||
| failure to maintain adequate levels of capital and liquidity to support our operations; | ||
| a significant number of our customers failing to perform under their loans and other terms of credit agreements; | ||
| the effect of regulatory orders we have entered into and potential future supervisory action against us or Hanmi Bank; | ||
| fluctuations in interest rates and a decline in the level of our interest rate spread; | ||
| failure to attract or retain deposits; | ||
| sources of liquidity available to us and to Hanmi Bank becoming limited or our potential inability to access sufficient sources of liquidity when needed or the requirement that we obtain government waivers to do so; | ||
| adverse changes in domestic or global financial markets, economic conditions or business conditions; | ||
| regulatory restrictions on Hanmi Banks ability to pay dividends to us and on our ability to make payments on our obligations; | ||
| significant reliance on loans secured by real estate and the associated vulnerability to downturns in the local real estate market, natural disasters and other variables impacting the value of real estate; | ||
| failure to attract or retain our key employees; | ||
| failure to maintain our status as a financial holding company; | ||
| 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; | ||
| volatility and disruption in financial, credit and securities markets, and the price of our common stock; | ||
| deterioration in the financial markets that may result in other-than-temporary impairment charges relating to our securities portfolio; | ||
| competition in our primary market areas; | ||
| demographic changes in our primary market areas; and | ||
| significant government regulations, legislation and potential changes thereto. |
26
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. Also see
Item 1A. Risk Factors and 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, 2009
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.
CRITICAL ACCOUNTING POLICIES
We have established various accounting policies that govern the application of GAAP in the
preparation of our financial statements. Our significant accounting policies are described in the
Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2009. 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, 2009. 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.
27
SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data for the periods indicated.
As of and for the | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||
AVERAGE BALANCES: |
||||||||
Average Gross Loans, Net (1) |
$ | 2,765,701 | $ | 3,349,085 | ||||
Average Investment Securities |
$ | 125,340 | $ | 182,284 | ||||
Average Interest-Earning Assets |
$ | 3,010,938 | $ | 3,806,186 | ||||
Average Total Assets |
$ | 3,086,198 | $ | 3,946,727 | ||||
Average Deposits |
$ | 2,662,960 | $ | 3,202,032 | ||||
Average Borrowings |
$ | 257,132 | $ | 440,053 | ||||
Average Interest-Bearing Liabilities |
$ | 2,360,992 | $ | 3,115,332 | ||||
Average Stockholders Equity |
$ | 137,931 | $ | 263,553 | ||||
Average Tangible Equity (2) |
$ | 134,679 | $ | 258,775 | ||||
PER SHARE DATA: |
||||||||
Earnings (Loss) Per Share Basic |
$ | (0.97 | ) | $ | (0.37 | ) | ||
Earnings (Loss) Per Share Diluted |
$ | (0.97 | ) | $ | (0.37 | ) | ||
Common Shares Outstanding |
51,182,390 | 45,940,967 | ||||||
Book Value Per Share (3) |
$ | 1.97 | $ | 5.40 | ||||
Tangible Book Value Per Share (4) |
$ | 1.91 | $ | 5.31 | ||||
SELECTED PERFORMANCE RATIOS: |
||||||||
Return on Average Assets (5) (6) |
(6.50 | %) | (1.77 | %) | ||||
Return on Average Stockholders Equity (5) (7) |
(145.50 | %) | (26.46 | %) | ||||
Return on Average Tangible Equity (5) (8) |
(149.02 | %) | (26.95 | %) | ||||
Efficiency Ratio (9) |
76.37 | % | 57.92 | % | ||||
Net Interest Spread (10) |
3.29 | % | 1.91 | % | ||||
Net Interest Margin (11) |
3.69 | % | 2.50 | % | ||||
Average Stockholders Equity to Average Total Assets |
4.47 | % | 6.68 | % | ||||
SELECTED CAPITAL RATIOS: (12) |
||||||||
Total Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
7.86 | % | 10.57 | % | ||||
Hanmi Bank |
7.81 | % | 10.50 | % | ||||
Tier 1 Risk-Based Capital Ratio: |
||||||||
Hanmi Financial |
4.80 | % | 9.29 | % | ||||
Hanmi Bank |
6.49 | % | 9.22 | % | ||||
Tier 1 Leverage Ratio: |
||||||||
Hanmi Financial |
4.20 | % | 8.16 | % | ||||
Hanmi Bank |
5.68 | % | 8.10 | % | ||||
SELECTED ASSET QUALITY RATIOS: |
||||||||
Non-Performing Loans to Total Gross Loans (13) |
9.77 | % | 4.71 | % | ||||
Non-Performing Assets to Total Assets (14) |
9.43 | % | 4.06 | % | ||||
Net Loan Charge-Offs to Average Total Gross Loans (15) |
3.87 | % | 1.43 | % | ||||
Allowance for Loan Losses to Total Gross Loans |
6.63 | % | 3.16 | % | ||||
Allowance for Loan Losses to Non-Performing Loans |
67.81 | % | 67.13 | % |
(1) | Loans are net of deferred fees and related direct costs. | |
(2) | Average tangible equity is calculated by subtracting average other 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 divided by average total assets. | |
(7) | Net income divided by average stockholders equity. | |
(8) | Net income divided by average tangible equity. See Non-GAAP Financial Measures. | |
(9) | Total non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(10) | Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. Computed on a tax-equivalent basis using an effective marginal rate of 35 percent. | |
(11) | Net interest income before provision for credit losses divided by average interest-earning assets. Computed on a tax-equivalent basis using in effective marginal rate of 35 percent. | |
(12) | The required ratios for a well-capitalized institution, as defined by regulations of the Board of Governors of the Federal Reserve System, are 10 percent for the Total Risk-Based Capital Ratio (total capital divided by total risk-weighted assets); 6 percent for the Tier 1 Risk-Based Capital Ratio (Tier 1 capital divided by total risk-weighted assets); and 5 percent for the Tier 1 Leverage Ratio (Tier 1 capital divided by average total assets). | |
(13) | Non-performing loans consist of non-accrual loans and loans past due 90 days or more and still accruing interest. | |
(14) | Non-performing assets consist of non-performing loans (see footnote (13) above) and other real estate owned. | |
(15) | Calculation based upon annualized net loan charge-offs. |
28
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 other
intangible assets from average stockholders equity. Banking and financial institution regulators
also exclude 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 | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in Thousands) | ||||||||
Average Stockholders Equity |
$ | 137,931 | $ | 263,553 | ||||
Less Average Other Intangible Assets |
(3,252 | ) | (4,778 | ) | ||||
Average Tangible Equity |
$ | 134,679 | $ | 258,775 | ||||
Return on Average Stockholders Equity |
(145.50 | %) | (26.46 | %) | ||||
Effect of Average Other Intangible Assets |
(3.52 | %) | (0.49 | %) | ||||
Return on Average Tangible Equity |
(149.02 | %) | (26.95 | %) | ||||
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 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:
March 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in Thousands, | ||||||||
Except Per Share Data) | ||||||||
Total Stockholders Equity |
$ | 101,022 | $ | 248,243 | ||||
Less Other Intangible Assets |
(3,055 | ) | (4,521 | ) | ||||
Tangible Equity |
$ | 97,967 | $ | 243,722 | ||||
Book Value Per Share |
$ | 1.97 | $ | 5.40 | ||||
Effect of Other Intangible Assets |
(0.06 | ) | (0.09 | ) | ||||
Tangible Book Value Per Share |
$ | 1.91 | $ | 5.31 | ||||
29
EXECUTIVE OVERVIEW
During the first quarter of 2010, we recognized net losses of $49.5 million or $(0.97) per
share, compared to $35.9 million or $(0.70) per share and $17.2 million or $(0.37) per share during
the fourth quarter and first quarter of 2009, respectively. The losses during the first quarter of
2010 were primarily driven by provision for credit losses of $58.0 million, reflecting the
sustained weakness of the national and regional economies. We recorded $77.0 million and $46.0
million in provision for credit losses during the fourth quarter and first quarter of 2009. Despite
challenging economic conditions, we successfully maintained a strong liquidity position, and
expanded our stabilized deposit base, as well as improving our net interest margin through a
continuation of our balance sheet deleveraging, and the development and ongoing promotion of new
deposit products. In addition, during the first quarter of 2010, we continued to undertake
aggressive actions to proactively manage our credit risk exposure through accelerated problem loan
resolutions, prudent charge-offs of loans lacking cash flow and collateral equity, and enhanced
methodology for allowance for loan losses to better allocate reserves according to more specified
portfolio risks.
We continued to proactively identify problem loans at their earliest stage and effectively
manage them until resolution. During the fourth quarter of 2009, we had taken initiatives to
fortify the function of our credit department by splitting review and monitoring subdivisions to
handle problem loans in a time effective manner and created our note sales department to accelerate
problem loan resolutions as part of our ongoing asset improvement strategy. Building on the changes
that we implemented, we initiated additional programs, such as increased extent and frequency of
independent loan review and collateral reappraisals, to further strengthen our loan grading systems
and allowance for loan losses methodology. See Financial Condition Allowance for Loan Losses
and Allowance for Off-Balance Sheet Items for additional information on methodologies used to
determine the allowance for loan losses.
During the first quarter of 2010, to maintain a strong level of liquidity and expand our
stabilized deposit base, we launched innovative and flexible products with call options and
penalty-free withdrawals at disciplined pricing. In addition, we utilized Internet rate service
providers to further supplement our efforts to maintain adequate liquidity and diversify our
funding sources. As the direct result of the implementation of our liquidity preservation strategy
under the FDICs rate restriction during the first quarter of 2010, we successfully shifted a
substantial portion of non-maturity money market deposits to time deposits. As of March 31, 2010,
total deposits decreased by $99.0 million, or 3.6 percent, to $2.65 billion, compared to $2.75
billion at December 31, 2009. This decrease primarily resulted from a $133.6 million decrease in
brokered deposits, partially offset by an $18.7 million increase in demand deposits. Total gross
loans decreased by $141.9 million, or 5.0% to $2.67 billion at March 31, 2010, from $2.82 billion
at December 31, 2009 mainly through natural amortization and payoffs as well as the sale of $33.8
million in problem loans. With sufficient liquidity generated from the strategic plans throughout
the first quarter of 2010, we were well positioned to build up our liquidity reserves in the form
of marketable securities.
Despite the challenging economic environment and deposit market, our net interest margin
continued to improve. With the successful promotion of the new deposit products at disciplined
pricing during the first quarter of 2010 and a series of core deposit campaigns throughout 2009, we
were able to replace high cost volatile time and non-time deposits with low-cost stable retail
deposits. Our low cost demand deposits increased by $18.7 million, or 3.4% to $575.0 million at
March 31, 2010 from $556.3 million at December 31, 2009, while total deposits decreased by $99.0
million, or 3.6 percent, to $2.65 billion at March 31, 2010, compared to $2.75 billion at December
31, 2009 which primarily resulted from a $133.6 million decrease in brokered deposits. During the
first quarter of 2010, our quarterly net interest margin increased 23 basis points, or 3.69
percent, compared with 3.46 percent during the fourth quarter of 2009, and increased 119 basis
points, compared with 2.50 percent during the first quarter of 2009.
30
Outlook for 2010
As we stated in our Annual report on Form 10-K for the year ended December 31, 2009, our
strategic focus areas for 2010 were to raise sufficient capital, to sustain liquidity and improve
credit quality.
In regards to the capital order mandated by our regulators, the minimum capital requirement to
raise $100 million by July 31, 2010 is intended to bring the Banks tangible capital ratio to over
9%. With our solid franchise value driven by loyal customers and dedicated employees, we believe we
will be able to raise a sufficient level of capital within the required timeframe. However, there
can be no assurance that we will be successful in our efforts.
As demonstrated by our results of operation during the first quarter of 2010, our liquidity
position remained strong. We will continue to deleverage our long-term assets until the necessary
capital is raised, while preserving our deposit base to maintain an adequate level of liquidity.
Responding to the interest rate restriction amended by the FDIC, we launched new deposit products
with flexible and innovative features during the first quarter of 2010. The success of deposit
products enabled us to maintain strong liquidity position coupled with the increase in demand
deposits. We will continue to deploy more products tailored to meet the ever-changing needs of
customers. In addition to our innovative retail product orientation, we will also continue to
improve our customer service quality through various programs including mystery shoppers and
customer surveys. We believe our new deposit products coupled with our enhanced customer service
quality will enable us to preserve our deposit base and attract new customers without compromising
our net interest margin.
We expect our credit quality to remain a challenge for 2010 with elevated levels of problem
assets, reserves and charge-offs. A number of initiatives have been implemented in an effort to
minimize our continuously deteriorating credit quality. We will continue to refine our credit risk
management system to meet the changing external and internal environments.
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 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 FRB.
31
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 | ||||||||||||||||||||||||
March 31, 2010 | March 31, 2009 | |||||||||||||||||||||||
Interest | Average | Interest | Average | |||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
Balance | Expense | Rate | Balance | Expense | Rate | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-Earning Assets: |
||||||||||||||||||||||||
Gross Loans, Net (1) |
$ | 2,765,701 | $ | 36,695 | 5.38 | % | $ | 3,349,085 | $ | 45,085 | 5.46 | % | ||||||||||||
Municipal Securities (2) |
7,549 | 118 | 6.25 | % | 58,886 | 989 | 6.72 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
32,120 | 383 | 4.77 | % | 9,578 | 96 | 4.01 | % | ||||||||||||||||
Other Debt Securities |
85,671 | 701 | 3.27 | % | 113,820 | 1,254 | 4.41 | % | ||||||||||||||||
Equity Securities |
39,369 | 125 | 1.27 | % | 41,727 | 153 | 1.47 | % | ||||||||||||||||
Federal Funds Sold |
14,118 | 17 | 0.48 | % | 94,585 | 82 | 0.35 | % | ||||||||||||||||
Term Federal Funds Sold |
| | | 138,344 | 700 | 2.02 | % | |||||||||||||||||
Interest-Earning Deposits |
66,410 | 55 | 0.33 | % | 161 | 2 | 4.97 | % | ||||||||||||||||
Total Interest-Earning Assets |
3,010,938 | 38,094 | 5.13 | % | 3,806,186 | 48,361 | 5.15 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
67,157 | 84,054 | ||||||||||||||||||||||
Allowance for Loan Losses |
(157,296 | ) | (72,583 | ) | ||||||||||||||||||||
Other Assets |
165,399 | 129,070 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
75,260 | 140,541 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 3,086,198 | $ | 3,946,727 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Savings |
$ | 115,625 | 824 | 2.89 | % | $ | 82,029 | 505 | 2.50 | % | ||||||||||||||
Money Market Checking and NOW Accounts |
558,916 | 1,622 | 1.18 | % | 343,354 | 1,854 | 2.19 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
924,055 | 4,677 | 2.05 | % | 1,078,650 | 10,322 | 3.88 | % | ||||||||||||||||
Other Time Deposits |
505,264 | 2,581 | 2.07 | % | 1,171,246 | 10,104 | 3.50 | % | ||||||||||||||||
Federal Home Loan Bank Advances |
173,062 | 346 | 0.81 | % | 356,190 | 1,112 | 1.27 | % | ||||||||||||||||
Other Borrowings |
1,664 | | | 1,457 | | | ||||||||||||||||||
Junior Subordinated Debentures |
82,406 | 669 | 3.29 | % | 82,406 | 988 | 4.86 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,360,992 | 10,719 | 1.84 | % | 3,115,332 | 24,885 | 3.24 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
559,100 | 526,753 | ||||||||||||||||||||||
Other Liabilities |
28,175 | 41,089 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
587,275 | 567,842 | ||||||||||||||||||||||
Total Liabilities |
2,948,267 | 3,683,174 | ||||||||||||||||||||||
Stockholders Equity |
137,931 | 263,553 | ||||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,086,198 | $ | 3,946,727 | ||||||||||||||||||||
NET INTEREST INCOME |
$ | 27,375 | $ | 23,476 | ||||||||||||||||||||
NET INTEREST SPREAD (3) |
3.29 | % | 1.91 | % | ||||||||||||||||||||
NET INTEREST MARGIN (4) |
3.69 | % | 2.50 | % | ||||||||||||||||||||
(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 $450,000 and $391,000 for the three months ended March 31, 2010 and 2009, respectively. | |
(2) | Computed on a tax-equivalent basis using an effective marginal rate of 35 percent. | |
(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. |
32
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 March 31, 2010 vs. | ||||||||||||
Three Months Ended March 31, 2009 | ||||||||||||
Increases (Decreases) Due to Change in | ||||||||||||
Volume | Rate | Total | ||||||||||
(In Thousands) | ||||||||||||
Interest and Dividend Income: |
||||||||||||
Gross Loans, Net |
$ | (7,749 | ) | $ | (641 | ) | $ | (8,390 | ) | |||
Municipal Securities |
(806 | ) | (65 | ) | (871 | ) | ||||||
Obligations of Other U.S. Government Agencies |
266 | 21 | 287 | |||||||||
Other Debt Securities |
(271 | ) | (282 | ) | (553 | ) | ||||||
Equity Securities |
(8 | ) | (20 | ) | (28 | ) | ||||||
Federal Funds Sold |
(89 | ) | 24 | (65 | ) | |||||||
Term Federal Funds Sold |
(350 | ) | (350 | ) | (700 | ) | ||||||
Interest-Earning Deposits |
57 | (4 | ) | 53 | ||||||||
Total Interest and Dividend Income |
(8,950 | ) | (1,317 | ) | (10,267 | ) | ||||||
Interest Expense: |
||||||||||||
Savings |
230 | 89 | 319 | |||||||||
Money Market Checking and NOW Accounts |
854 | (1,086 | ) | (232 | ) | |||||||
Time Deposits of $100,000 or More |
(1,316 | ) | (4,329 | ) | (5,645 | ) | ||||||
Other Time Deposits |
(4,381 | ) | (3,142 | ) | (7,523 | ) | ||||||
Federal Home Loan Bank Advances |
(451 | ) | (315 | ) | (766 | ) | ||||||
Junior Subordinated Debentures |
| (319 | ) | (319 | ) | |||||||
Total Interest Expense |
(5,064 | ) | (9,102 | ) | (14,166 | ) | ||||||
Change in Net Interest Income |
$ | (3,886 | ) | $ | 7,785 | $ | 3,899 | |||||
For the three months ended March 31, 2010 and 2009, net interest income before provision
for credit losses was $27.3 million and $23.1 million, respectively. Interest income decreased
20.70 percent to $38.1 million for the three months ended March 31, 2010 from $48.0 million for the
same period in 2009 and interest expense decreased 56.93 percent to $10.7 million for the three
months ended March 31, 2010 from $24.9 million for the same period in 2009. The net interest spread
and net interest margin for the three months ended March 31, 2010 were 3.29 percent and 3.69
percent, respectively, compared to 1.91 percent and 2.50 percent, respectively, for the same period
in 2009. The increase in net interest income was primarily due to lower deposit costs resulting
from our replacing high-cost promotional time deposits with low-cost deposit products through a
series of core deposit campaigns. This increase is partially offset by the impact of a higher level
of nonaccrual loans.
Average
gross loans decreased by $583.4 million, or 17.40 percent, to $2.77 billion for the
three months ended March 31, 2010 from $3.35 billion for the same period in 2009. Average
interest-earning assets decreased by $795.2 million, or 20.90 percent, to $3.01 billion for the
three months ended March 31, 2010 from $3.81 billion for the same period in 2009. The $795.2
million decrease in average interest earning assets for the three months ended March 31, 2010 was
attributable primarily to our preplanned deleveraging strategy throughout 2009. Consistent with
this strategy, the average interest-bearing liabilities decreased by $754.3 million, or 24.20
percent to $2.36 billion for the three months ended March 31, 2010 from $3.12 billion for the same
period in 2009. Average FHLB advances decreased by
$183.1 million, or 51.41 percent, to $173.1
million for the three months ended March 31, 2010 from $356.2 million for the same period in 2009.
33
The yield on average interest-earning assets slightly decreased by two basis points from 5.15
percent for the three months ended March 31, 2009 to 5.13 percent for the same period in 2010,
primarily reflecting a decrease in the average yield on loans. Total loan interest and fee income
decreased by 18.6 percent for the three months ended March 31, 2010 due primarily to a 17.40
percent decrease in the average gross loans. The average yield on loans slightly decreased from
5.46 percent for the three months ended March 31, 2010 to 5.38 percent for the same period in 2009.
This decrease resulted from an increase in our overall level of nonaccrual loans. Our interest
income reversal on nonaccrual loans increased by $475,000, or 65.51 percent from $725,000 for the
three months ended March 31, 2009 to $1.2 million for the same period in 2010. The average cost on
interest-bearing liabilities significantly decreased by 130 basis points from 3.24 percent for the
three months ended March 31, 2009 to 1.84 percent for the same period in 2010. This decrease was
primarily due to a continued shift in funding sources toward lower-cost funds through successful
core deposits campaigns in the second half of 2009. Total average non-time deposits, a low-cost
funding source, increased by $281.5 million, or 29.57%, to $1.23 billion for the three months ended
March 31, 2010 from $952.1 million for the same period in 2009.
Provision for Credit Losses
For the three months ended March 31, 2010 and 2009, the provision for credit losses was $58.0
million and $46.0 million, respectively. The increase in the provision for credit losses is
attributable to increases in net charge-offs, non-performing loans and criticized and classified
loans. Net charge-offs increased $14.6 million, or 123.4 percent, from $11.8 million for the three
months ended March 31, 2009 to $26.4 million for the same period in 2010. Non-performing loans
increased from $156.3 million, or 4.71 percent of total gross loans, as of March 31, 2009 to $262.2
million, or 9.77 percent of total gross loans, as of March 31, 2010. See Non-Performing Assets
and Allowance for Loan Losses and Allowance for Off-Balance Sheet Items for further details.
Non-Interest Income
The following table sets forth the various components of non-interest income for the periods
indicated:
Three Months Ended | ||||||||||||||||
March 31, | Increase (Decrease) | |||||||||||||||
2010 | 2009 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 3,726 | $ | 4,315 | $ | (589 | ) | (13.7 | %) | |||||||
Insurance Commissions |
1,278 | 1,182 | 96 | 8.1 | % | |||||||||||
Remittance Fees |
462 | 523 | (61 | ) | (11.7 | %) | ||||||||||
Other Service Charges and Fees |
412 | 483 | (71 | ) | (14.7 | %) | ||||||||||
Trade Finance Fees |
351 | 506 | (155 | ) | (30.6 | %) | ||||||||||
Bank-Owned Life Insurance Income |
231 | 234 | (3 | ) | (1.3 | %) | ||||||||||
Net Gain on Sales of Investment Securities |
105 | 1,167 | (1,062 | ) | (91.0 | %) | ||||||||||
Net Gain on Sales of Loans |
| 2 | (2 | ) | (100.0 | %) | ||||||||||
Other Operating Income |
440 | 66 | 374 | 566.7 | % | |||||||||||
Total Non-Interest Income |
$ | 7,005 | $ | 8,478 | $ | (1,473 | ) | (17.4 | %) | |||||||
We earn non-interest income from five major sources: service charges on deposit accounts,
insurance commissions, remittance fees, other service charges and fees and fees generated from
international trade finance. In addition, we sell certain assets primarily for risk management
purposes. For the three months ended March 31, 2010, non-interest income was $7.0 million, a
decrease of $1.5 million, or 17.4 percent, from $8.5 million for the same period in 2009. The
decrease in non-interest income is primarily attributable to the decrease in net gain on sales of
investment securities and decreases in service charges on deposit accounts, partially offset by an
increase in other operating income.
Service charges on deposit accounts decreased by $589,000, or 13.7 percent, from $4.3 million
for the three months ended March 31, 2009 to $3.7 million for the same period in 2010. The decrease
was primarily due to a decrease of $405,000 in NSF charges and a decrease in account analysis fees,
reflecting a decrease in the number of accounts subject to account analysis fees.
Insurance commission increased by $96,000, or 8.1 percent, from $1.2 million for the three
months ended March 31, 2009 to $1.3 million for the same period in 2010. The increase was primarily
attributable to an increased sales and marketing efforts of insurance products through the branch
banking.
34
Remittance fees decreased by $61,000, or 11.7 percent, from $523,000 for the three months
ended March 31, 2009 to $462,000 for the same period in 2010. The change reflects decrease in
remittance activities due to the sluggish economy.
Other service charges and fees decreased by $71,000, or 14.7 percent, from $483,000 for the
three months ended March 31, 2009 to $412,000 for the same period in 2010. The decrease was
primarily attributable to a decrease in loan application fees related to loan origination.
Fees generated from international trade finance decreased by $155,000, or 30.6 percent, from
$506,000 for the three months ended March 31, 2009 to $351,000 for the same period in 2010. Trade
finance fees relate primarily to import and export letters of credit. The decrease was primarily
attributable to a decline in the volume of export letter of credit due to the continuation of
stressed conditions in the international trade market.
Net gain on sales of investment securities decreased by $1.1 million, or 91.0 percent, from
$1.2 million for the three months ended March 31, 2009 to $105,000 for the same period in 2010. The
decrease was due to a decline in sale transactions of investment securities as the Bank had no
liquidity need requiring a liquidation of investment securities and did not rebalance its
investment portfolio.
Other operating income increased by $374,000 from $66,000 for the three months ended March 31,
2009 to $440,000 for the same period in 2010. The increase was attributable primarily to a $274,000
recovery on a previously recorded loss on sale of OREO during the three months ended March 31,
2010. There was no such recovery for the same period in 2009.
Non-Interest Expense
The following table sets forth the breakdown of non-interest expense for the periods
indicated:
Three Months Ended | ||||||||||||||||
March 31, | Increase (Decrease) | |||||||||||||||
2010 | 2009 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 8,786 | $ | 7,503 | $ | 1,283 | 17.1 | % | ||||||||
Other Real Estate Owned Expense |
5,700 | 143 | 5,557 | 3,886.0 | % | |||||||||||
Occupancy and Equipment |
2,725 | 2,884 | (159 | ) | (5.5 | %) | ||||||||||
Deposit Insurance Premiums and Regulatory Assessments |
2,224 | 1,490 | 734 | 49.3 | % | |||||||||||
Data Processing |
1,499 | 1,536 | (37 | ) | (2.4 | %) | ||||||||||
Professional Fees |
1,066 | 616 | 450 | 73.1 | % | |||||||||||
Advertising and Promotion |
535 | 569 | (34 | ) | (6.0 | %) | ||||||||||
Supplies and Communications |
517 | 570 | (53 | ) | (9.3 | %) | ||||||||||
Amortization of Other Intangible Assets |
328 | 429 | (101 | ) | (23.5 | %) | ||||||||||
Loan-Related Expense |
307 | 181 | 126 | 69.6 | % | |||||||||||
Other Operating Expenses |
2,537 | 2,429 | 108 | 4.4 | % | |||||||||||
Total Non-Interest Expense |
$ | 26,224 | $ | 18,350 | $ | 7,874 | 42.9 | % | ||||||||
For the three months ended March 31, 2010 and 2009, non-interest expense was $26.2
million and $18.4 million, respectively. The efficiency ratio for the three months ended March 31,
2010 was 76.37 percent, compared to 58.05 percent for the same period in 2009. The overall increase
in non-interest expense was primarily due to a $5.6 million increase in OREO expense and a $734,000
increase in FDIC insurance premiums.
Salaries and employee benefits increased $1.3 million, or 17.1 percent, from $7.5 million for
the three months ended March 31, 2009 to $8.8 million for the same period in 2010. The increase was
primarily due to the absence of reversal of a $2.5 million previously accrued liability on a
post-retirement death benefit through an amendment to our bank-owned life insurance policy that was
recognized during the three months ended March 31, 2009.
Other real estate owned expense increased $5.6 million from $143,000 for the three months
ended March 31, 2009 to $5.7 million for the same period in 2010. The increase was due primarily to
a $5.5 million increase in our valuation allowance for six OREO properties resulting from the
further declines in property values.
35
Deposit insurance premiums and regulatory assessments increased $734,000, or 49.3 percent,
from $1.5 million for the three months ended March 31, 2009 to $2.2 million for the same period in
2010. The increase was due to higher assessment rates for FDIC insurance on deposits, and was
partially offset by the decrease in average total deposits. The assessment rates increased by 15
basis points from 17 basis points for the three months ended March 31, 2009 to 32 basis points for
the same period in 2010 due to the change in risk assessment categories from II to III.
Benefit for Income Taxes
For the three months ended March 31, 2010, income tax benefits of $395,000 were recognized on
pre-tax loss of $49.9 million, representing an effective tax rate of 0.8 percent, compared to
income tax benefits of $6.5 million recognized of pre-tax loss of $11.7 million, representing an
effective tax rate of 55.6 percent, for the same period in 2009. This decrease in the effective
rate was due to the recording of valuation of allowance of $23.6 million during the first quarter
of 2010. There was no valuation allowance in the same period in 2009.
FINANCIAL CONDITION
Investment Portfolio
The composition of our investment portfolio reflects our investment strategy of providing a
relatively stable source of interest income while maintaining an appropriate level of liquidity.
The investment portfolio also provides a source of liquidity by pledging as collateral or through
repurchase agreement and collateral for certain public funds deposits.
As of March 31, 2010, the investment portfolio was composed primarily of mortgage-backed
securities, U.S. Government agency securities, collateralized mortgage obligations, asset-backed
securities and municipal bonds. Investment securities available for sale were 99.3 percent and 99.4
percent of the total investment portfolio as of March 31, 2010 and December 31, 2009, respectively.
Most of the securities held carried fixed interest rates. Other than holdings of U.S. Government
agency securities, there were no investments in securities of any one issuer exceeding 10 percent
of stockholders equity as of March 31, 2010 and December 31, 2009.
As of March 31, 2010, securities available for sale were $113.4 million, or 3.8 percent of
total assets, compared to $132.4 million, or 4.2 percent of total assets, as of December 31, 2009.
Securities available for sale, at fair value, decreased $19.1 million, or 14.4 percent, from
December 31, 2009 to March 31, 2010. The decrease was due primarily to both $9.2 million of
principal repayments in the form of calls, prepayments, and scheduled amortization as well as $3.2
million proceeds from the sale of mortgage-backed securities with a $105,000 gain realized.
The following table summarizes the amortized cost, estimated fair value and unrealized gain
(loss) on investment securities as of the dates indicated:
March 31, 2010 | December 31, 2009 | |||||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | |||||||||||||||||||||
Amortized | Fair | Gain | Amortized | Fair | Gain | |||||||||||||||||||
Cost | Value | (Loss) | Cost | Value | (Loss) | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Held to Maturity: |
||||||||||||||||||||||||
Municipal Bonds |
$ | 696 | $ | 696 | $ | | $ | 696 | $ | 696 | $ | | ||||||||||||
Mortgage-Backed Securities (1) |
166 | 166 | | 173 | 175 | 2 | ||||||||||||||||||
Total Held to Maturity |
$ | 862 | $ | 862 | $ | | $ | 869 | $ | 871 | $ | 2 | ||||||||||||
Available for Sale: |
||||||||||||||||||||||||
Mortgage-Backed Securities (1) |
$ | 56,957 | $ | 58,418 | $ | 1,460 | $ | 65,218 | $ | 66,332 | $ | 1,114 | ||||||||||||
U.S. Government Agency Securities |
24,996 | 24,850 | (146 | ) | 33,325 | 32,763 | (562 | ) | ||||||||||||||||
Collateralized Mortgage Obligations
(1) |
9,628 | 9,840 | 212 | 12,520 | 12,789 | 269 | ||||||||||||||||||
Asset-Backed Securities |
7,848 | 8,010 | 163 | 8,127 | 8,188 | 61 | ||||||||||||||||||
Municipal Bonds |
6,831 | 6,937 | 106 | 7,369 | 7,359 | (10 | ) | |||||||||||||||||
Other Securities |
4,230 | 4,520 | 290 | 3,925 | 4,195 | 270 | ||||||||||||||||||
Equity Securities |
511 | 794 | 283 | 511 | 794 | 283 | ||||||||||||||||||
Total Available for Sale |
$ | 111,001 | $ | 113,369 | $ | 2,368 | $ | 130,995 | $ | 132,420 | $ | 1,425 | ||||||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. |
36
The amortized cost and estimated fair value of investment securities as of March 31, 2010, by
contractual maturity, are shown below. Although mortgage-backed securities and collateralized
mortgage obligations have contractual maturities through 2039, 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 |
$ | | $ | | $ | | $ | | ||||||||
Over One Year Through Five Years |
| | 696 | 696 | ||||||||||||
Over Five Years Through Ten Years |
16,650 | 16,710 | | | ||||||||||||
Over Ten Years |
27,255 | 27,607 | | | ||||||||||||
Mortgage-Backed Securities |
56,957 | 58,418 | 166 | 166 | ||||||||||||
Collateralized Mortgage Obligations |
9,628 | 9,840 | | | ||||||||||||
Equity Securities |
511 | 794 | | | ||||||||||||
$ | 111,001 | $ | 113,369 | $ | 862 | $ | 862 | |||||||||
We perform periodic reviews for impairment in accordance with FASB ASC 320. Gross
unrealized losses on investment securities available for sale, the estimated fair value of the
related securities and the number of 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 March 31, 2010 and December 31, 2009:
Holding Period | ||||||||||||||||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||||||
Gross | Estimated | Number | Gross | Estimated | Number | Gross | Estimated | Number | ||||||||||||||||||||||||||||
Investment Securities | Unrealized | Fair | of | Unrealized | Fair | of | Unrealized | Fair | of | |||||||||||||||||||||||||||
Available for Sale | Losses | Value | Securities | Losses | Value | Securities | Losses | Value | Securities | |||||||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||||||||||
March 31, 2010: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | | $ | | | $ | 45 | $ | 4,800 | 1 | $ | 45 | $ | 4,800 | 1 | |||||||||||||||||||||
Municipal Bonds |
2 | 313 | 1 | 34 | 839 | 1 | 36 | 1,152 | 2 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
| | | 162 | 14,835 | 2 | 162 | 14,835 | 2 | |||||||||||||||||||||||||||
Other Securities |
7 | 1,993 | 2 | 36 | 964 | 1 | 43 | 2,957 | 3 | |||||||||||||||||||||||||||
$ | 9 | $ | 2,306 | 3 | $ | 277 | $ | 21,438 | 5 | $ | 286 | $ | 23,744 | 8 | ||||||||||||||||||||||
December 31, 2009: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 144 | $ | 14,584 | 3 | $ | | $ | | | $ | 144 | $ | 14,584 | 3 | |||||||||||||||||||||
Municipal Bonds |
12 | 303 | 1 | 80 | 793 | 1 | 92 | 1,096 | 2 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
562 | 32,764 | 6 | | | | 562 | 32,764 | 6 | |||||||||||||||||||||||||||
Other Securities |
24 | 1,976 | 2 | 39 | 961 | 1 | 63 | 2,937 | 3 | |||||||||||||||||||||||||||
$ | 742 | $ | 49,627 | 12 | $ | 119 | $ | 1,754 | 2 | $ | 861 | $ | 51,381 | 14 | ||||||||||||||||||||||
All individual securities that have been in a continuous unrealized loss position for 12
months or longer as of March 31, 2010 and December 31, 2009 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 as of March 31, 2010. These securities have fluctuated in value since their purchase
dates as market interest rates have fluctuated.
FASB ASC 320 requires an entity to assess whether the entity has the intent to sell the debt
security or more likely than not will be required to sell the debt security before its anticipated
recovery. We do not intend to sell these securities and it is not more likely than not that we will
be required to sell the investments before the recovery of their amortized cost bases. Therefore,
in managements opinion, all securities that have been in a continuous unrealized loss position for
the past 12 months or longer as of March 31, 2010 and December 31, 2009 are not
other-than-temporarily impaired, and therefore, we do not believe that any impairment charges as of
March 31, 2010 and December 31, 2009 are warranted.
37
Loan Portfolio
The following table shows the loan composition by type, including loans held for sale, as of
the dates indicated.
March 31, | December 31, | Increase (Decrease) | ||||||||||||||
2010 | 2009 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
$ | 821,752 | $ | 839,598 | $ | (17,846 | ) | (2.1 | %) | |||||||
Construction |
93,222 | 126,350 | (33,128 | ) | (26.2 | %) | ||||||||||
Residential Property |
71,443 | 77,149 | (5,706 | ) | (7.4 | %) | ||||||||||
Total Real Estate Loans |
986,417 | 1,043,097 | (56,680 | ) | (5.4 | %) | ||||||||||
Commercial and Industrial Loans: (1) |
||||||||||||||||
Commercial Term Loans (2) |
1,359,477 | 1,420,034 | (60,557 | ) | (4.3 | %) | ||||||||||
Commercial Lines of Credit |
104,326 | 101,159 | 3,167 | 3.1 | % | |||||||||||
SBA Loans (3) |
129,814 | 139,531 | (9,717 | ) | (7.0 | %) | ||||||||||
International Loans |
44,933 | 53,488 | (8,555 | ) | (16.0 | %) | ||||||||||
Total Commercial and Industrial Loans |
1,638,550 | 1,714,212 | (75,662 | ) | (4.4 | %) | ||||||||||
Consumer Loans |
58,886 | 63,303 | (4,417 | ) | (7.0 | %) | ||||||||||
Total Loans Gross |
2,683,853 | 2,820,612 | (136,759 | ) | (4.8 | %) | ||||||||||
Deferred Loan Fees |
(963 | ) | (1,552 | ) | 589 | (38.0 | %) | |||||||||
Allowance for Loan Losses |
(177,820 | ) | (144,996 | ) | (32,824 | ) | 22.6 | % | ||||||||
Net Loans Receivable |
$ | 2,505,070 | $ | 2,674,064 | $ | (168,994 | ) | (6.3 | %) | |||||||
(1) | Commercial and industrial loans include owner-occupied property loans of $1.08 billion and $1.15 billion as of March 31, 2010 and December 31, 2009, respectively. | |
(2) | Includes loans held for sale, at the lower of cost or fair value, of $4.7 million and $0 as of March 31, 2010 and December 31, 2009, respectively. | |
(3) | Includes loans held for sale, at the lower of cost or fair value, of $5.4 million and $5.0 million as of March 31, 2010 and December 31, 2009, respectively. |
As of March 31, 2010 and December 31, 2009, loans receivable (including loans held for
sale), net of deferred loan fees and allowance for loan losses, totaled $2.51 billion and $2.67
billion, respectively, a decrease of $169.0 million, or 6.3 percent. Total gross loans decreased by
$136.8 million, or 4.8 percent, from $2.82 billion as of December 31, 2009 to $2.68 billion as of
March 31, 2010, reflecting the continued implementation of our deleveraging strategy.
During the first quarter of 2010, total new loan production and advances amounted to $138.7
million. For the same period, we experienced decreases in loans totaling $275.5 million, comprised
of $204.5 million in principal amortization and payoffs, $30.1 million in charge-offs, $33.8
million in problem loan sales, $2.7 million in SBA loan sales and $4.4 million that were
transferred to OREO. The $60.6 million decrease in commercial term loans was attributable primarily
to $27.3 million in principal amortization and payoffs, $20.9 million in charge-offs and $12.4
million in loan sales for the three months ended March 31, 2010.
Real estate loans, composed of commercial property, construction loans and residential
property, decreased $56.7 million, or 5.4 percent, to $986.4 million as of March 31, 2010 from
$1.04 billion as of December 31, 2009, representing 36.8 percent and 37.0 percent, respectively, of
total gross loans. Commercial and industrial loans, composed of owner-occupied commercial property,
trade finance, SBA and commercial lines of credit, decreased $75.7 million, or 4.4 percent, to
$1.64 billion as of March 31, 2010 from $1.71 billion as of December 31, 2009, representing 61.1
percent and 60.8 percent, respectively, of total gross loans. Consumer loans decreased $4.4
million, or 7.0 percent, to $58.9 million as of March 31, 2010 from $63.3 million as of December
31, 2009.
38
As of March 31, 2010, our 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 | March 31, 2010 | Gross Loans Outstanding | ||||||
(In Thousands) | ||||||||
Lessors of Non-Residential Buildings |
$ | 406,877 | 15.2 | % | ||||
Accommodation/Hospitality |
$ | 403,507 | 15.0 | % | ||||
Gasoline Stations |
$ | 312,221 | 11.6 | % |
There was no other concentration of loans to any one type of industry exceeding ten
percent of total gross loans outstanding.
Non-Performing Assets
Non-performing loans consist of loans on non-accrual status and loans 90 days or more past due
and still accruing interest. Non-performing assets consist of non-performing loans and 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.
Managements classification of a loan as non-accrual is an indication that there is reasonable
doubt as to the full collectibility of principal or interest on the loan; at this point, we stop
recognizing income from the interest on the loan and reverse any uncollected interest that had been
accrued but unpaid. These loans may or may not be collateralized, but collection efforts are
continuously pursued.
Except for non-performing loans set forth below, our management is not aware of any loans as
of March 31, 2010 and December 31, 2009 for which known credit problems of the borrower would cause
serious doubts as to the ability of such borrowers to comply with their present loan repayment
terms, or any known events that would result in the loan being designated as non-performing at some
future date. Our management cannot, however, predict the extent to which a deterioration in general
economic conditions, real estate values, increases in general rates of interest, or changes in the
financial condition or business of borrower may adversely affect a borrowers ability to pay.
39
The following table provides information with respect to the components of non-performing
assets as of the dates indicated:
March 31, | December 31, | Increase (Decrease) | ||||||||||||||
2010 | 2009 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Non-Accrual Loans |
$ | 262,232 | $ | 219,000 | $ | 43,232 | 19.7 | % | ||||||||
Loans 90 Days or More Past Due and Still Accruing |
| 67 | (67 | ) | (100.0 | %) | ||||||||||
Total Non-Performing Loans |
262,232 | 219,067 | 43,165 | 19.7 | % | |||||||||||
Other Real Estate Owned |
22,399 | 26,306 | (3,907 | ) | (14.9 | %) | ||||||||||
Total Non-Performing Assets |
$ | 284,631 | $ | 245,373 | $ | 39,258 | 16.0 | % | ||||||||
Troubled Debt Restructurings on Accrual Status |
$ | 10,041 | $ | | $ | 10,041 | |
Non-accrual loans totaled $262.2 million as of March 31, 2010,
compared to $219.0 million
as of December 31, 2009, representing a 19.7 percent increase. Delinquent loans (defined as 30 days
or more past due) were $236.2 million as of March 31, 2010, compared to $186.3 million as of
December 31, 2009, representing a 26.8 percent increase. Of
$236.2 million, $167.5 million was included in non-performing loans
as of March 31, 2010, and of $186.3 million, $145.1 million was
included in non-performing loans as of December 31, 2009. The increases in non-performing loans and
delinquent loans are attributable primarily to a sustained recession that is affecting some of our
borrowers ability to honor their commitments.
Non-performing loans increased by $43.2 million, or 19.7 percent, to $262.2 million as of
March 31, 2010, compared to $219.1 million as of December 31, 2009. During the first quarter of
2010, loans totaling $103.4 million were placed on nonaccrual status. The additions to nonaccrual
loans of $103.4 million were offset by $28.3 million in net charge-offs, $20.0 million in sales of
problem loans, $7.1 million in principal paydowns and payoffs, and $4.8 million that were
transferred to OREO. The $43.2 million increase in non-performing loans is attributable primarily
to the $48.3 million increase in non-performing commercial real estate loans, which make up $218.0
million, or 83.1 percent, of the $262.2 million of nonaccrual loans as of March 31, 2010.
The ratio of non-performing loans to total gross loans also increased to 9.77 percent at March
31, 2010 from 7.77 percent at December 31, 2009. During the same period, our allowance for loan
losses increased by $32.8 million, or 22.6 percent, to $177.8 million from $145.0 million. Of the
$262.2 million non-performing loans, approximately $256.2 million were impaired based on the
definition contained in FASB ASC 310, Receivables, which resulted in aggregate impairment reserve
of $25.1 million as of March 31, 2010. We calculate our allowance for the collateral-dependent
loans as the difference between the outstanding loan balance and the value of the collateral as
determined by recent appraisals less estimated costs to sell. The allowance for
collateral-dependent loans varies from loan to loan based on the collateral coverage of the loan at
the time of designation as non-performing. We continue to monitor the collateral coverage, based on
recent appraisals, on these loans on a quarterly basis and adjust the allowance accordingly.
As of March 31, 2010, $218.0 million, or 83.1 percent, of the $262.2 million of non-performing
loans were secured by real estate, compared to $176.0 million, or 80.3 percent, of the $219.1
million of non-performing loans as of December 31, 2009. In light of declining property values in
the current economic recession affecting the real estate markets, the Bank continued to obtain
current appraisals and factor in adequate market discounts on the collateral to compensate for
non-current appraisals.
As of March 31, 2010, other real estate owned consisted of eleven properties, primarily
located in California, with a combined net carrying value of $22.4 million. During the three months
ended March 31, 2010, three properties, with a carrying value of
$4.4 million, were transferred
from loans receivable to other real estate owned and five properties, with a carrying value of $2.8
million, were sold and a loss of $95,000 was recognized. As of December 31, 2009, other real estate
owned consisted of thirteen properties with a combined net carrying value of $26.3 million.
40
We evaluate loan impairment in accordance with applicable GAAP. Loans are considered impaired
when it is probable that we will be unable to collect all amounts due according to the contractual
terms of the loan agreement, including scheduled interest payments. Impaired loans are measured
based on the present value of expected future cash flows discounted at the loans effective
interest rate or, as an expedient, at the loans observable market price or the fair value of the
collateral if the loan is collateral dependent, less costs to sell. If the measure of the impaired
loan is less than the recorded investment in the loan, the deficiency will be charged off against
the allowance for loan losses or, alternatively, a specific allocation will be established.
Additionally, impaired loans are specifically excluded from the quarterly migration analysis when
determining the amount of the allowance for loan losses required for the period.
The following table provides information on impaired loans as of the dates indicated:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Recorded Investment With Related Allowance |
$ | 79,829 | $ | 91,371 | ||||
Recorded Investment With No Related Allowance |
174,856 | 109,363 | ||||||
Allowance on Impaired Loans |
(27,166 | ) | (23,148 | ) | ||||
Net Recorded Investment in Impaired Loans |
$ | 227,519 | $ | 177,586 | ||||
The following is a summary of interest foregone on impaired loans for the periods indicated:
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Interest Income That Would Have Been Recognized Had Impaired
Loans Performed in Accordance With Their Original Terms |
$ | 5,569 | $ | 5,177 | ||||
Less: Interest Income Recognized on Impaired Loans |
(2,771 | ) | (1,655 | ) | ||||
Interest Foregone on Impaired Loans |
$ | 2,798 | $ | 3,522 | ||||
During the three months ended March 31, 2010, we restructured monthly payments on 67
loans, with a net carrying value of $45.5 million as of March 31, 2010, through temporary payment
structure modification from principal and interest due monthly to interest only due monthly for six
months or less. For the restructured loans on accrual status, we determined that, based on the
financial capabilities of the borrowers at the time of the loan restructuring and the borrowers
past performance in the payment of debt service under the previous loan terms, we believe that
performance and collection under the revised terms is probable. As of March 31, 2010, troubled debt
restructurings on accrual status totaled $10.0 million, all of which were temporary interest rate
reductions, and a $2.0 million reserve relating to these loans is included in the allowance for
loan losses. As of December 31, 2009, troubled debt restructured loans on accrual status totaled
$36.7 million and the related allowance was $714,000.
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 determined through
analysis involving quantitative calculations based on historic loss rates for general reserves and
individual impairment calculations for specific allocations to impaired loans as well as
qualitative adjustments.
To determine general reserve requirements, existing loans are divided into 10 general loan
pools of risk-rated loans (commercial real estate, construction, commercial term unsecured,
commercial term T/D secured, commercial line of credit, SBA, international, consumer
installment, consumer line of credit, and miscellaneous loans) as well as 3 homogenous loan pools
(residential mortgage, auto loans, and credit card). For risk-rated loans, migration analysis
allocates historical losses by loan pool and risk grade (pass, special mention, substandard, and
doubtful) to determine risk factors for potential loss inherent in the current outstanding loan
portfolio.
41
During the first quarter of 2010, to enhance reserve calculations to better reflect the Banks
current loss profile, the two loan pools of Commercial Real Estate and Commercial Term T/D
secured were subdivided according to the 21 collateral codes used by the Bank to identify
commercial property types (Apartment, Auto, Car Wash, Casino, Church, Condominium, Gas Station,
Golf Course, Industrial, Land, Manufacturing, Medical, Mixed Used, Motel, Office, Retail, School,
Supermarket, Warehouse, Wholesale, and Others). This further segregation allows the Bank to more
specifically allocate reserves within the CRE portfolio according to risks defined by historic loss
as well as current loan concentrations of the different collateral types.
Risk factor calculations were previously based on 12-quarters of historic loss analysis with
1.5 to 1 weighting given to the most recent six quarters. In the first quarter of 2010, the
historic loss window was reduced to 8 quarters with 1.5 to 1 weighting given to the most recent
four quarters. The enhanced window places greater emphasis on losses taken by the Bank within the
past year, as recent loss history is more relevant to the Banks risks given the rapid changes to
asset quality within the current economic conditions.
As homogenous loans are bulk graded, the risk grade is not factored into the historical loss
analysis; however, as with risk-rated loans, risk factor calculations are based on 8-quarters of
historic loss analysis with 1.5 to 1 weighting given to the most recent four quarters.
Specific reserves are allocated for loans deemed impaired. FASB ASC 310, Receivables,
indicates that a loan is impaired when it is probable that a creditor will be unable to collect
all amounts due, including principal and interest, according to the contractual terms and schedules
of the loan agreement. Loans that represent significant concentrations of credit, material
non-performing loans, insider loans and other material credit exposures are subject to FASB ASC 310
impairment analysis.
Loans that are determined to be impaired under FASB ASC 310, are individually analyzed to
estimate the Banks exposure to loss based on the borrowers character, the current financial
condition of the borrower and the guarantor, the borrowers resources, the borrowers payment
history, repayment ability, debt servicing ability, action plan, the prevailing value of the
underlying collateral, the Banks lien position, general economic conditions, specific industry
conditions, outlook for the future, etc.
The loans identified as impaired are measured using one of the three methods of valuations: (1) the
present value of expected future cash flows discounted at the loans effective interest rate, (2)
the fair market value of the collateral if the loan is collateral dependent, or (3) the loans
observable market price.
When determining the appropriate level for allowance for loan losses, the management considers
qualitative adjustments for any factors that are likely to cause estimated credit losses associated
with the Banks current portfolio to differ from historical loss experience, including but not
limited to:
| changes in lending policies and procedures, including underwriting standards and collection, charge-offs, and recovery practice; | ||
| changes in national and local economic and business conditions and developments, including the condition of various market segments; | ||
| changes in the nature and volume of the portfolio; | ||
| changes in the experience, ability, and depth of lending management and staff; | ||
| changes in the trend of the volume and severity of past due and classified loans, and trends in the volume of non-accrual loans, troubled debt restructurings, charge-offs and other loan modifications; | ||
| changes in the quality of the Banks loan review system and the degree of oversight by the Board of Directors; | ||
| the existence and effect of any concentrations of credit, and changes in the level of such concentrations; | ||
| transfer risk on cross-border lending activities; | ||
| the effect of external factors such as competition and legal and regulatory requirements as well as declining collateral values on the level of estimated credit losses in the Banks current portfolio. |
42
In order to systematically quantify the credit risk impact of trends and changes within the
loan portfolio, a credit risk matrix is utilized. The above factors are considered on a loan pool
by loan pool basis subsequent to, and in conjunction with, a loss migration analysis. The credit
risk matrix provides various scenarios with positive or negative impact on the asset portfolio
along with corresponding basis points for qualitative adjustments.
The following table sets forth certain information regarding our allowance for loan losses and
allowance for off-balance sheet items for the periods presented. Allowance for off-balance sheet
items is determined by applying reserve factors according to loan pool and grade as well as actual
current commitment usage figures by loan type to existing contingent liabilities.
As of and for the Three Months Ended | ||||||||||||
March 31, | December 31, | March 31, | ||||||||||
2010 | 2009 | 2009 | ||||||||||
(Dollars in Thousands) | ||||||||||||
Allowance for Loan Losses: |
||||||||||||
Balance at Beginning of Period |
$ | 144,996 | $ | 124,768 | $ | 70,986 | ||||||
Actual Charge-Offs |
(30,114 | ) | (58,170 | ) | (12,516 | ) | ||||||
Recoveries on Loans Previously Charged Off |
3,721 | 858 | 703 | |||||||||
Net Loan Charge-Offs |
(26,393 | ) | (57,312 | ) | (11,813 | ) | ||||||
Provision Charged to Operating Expenses |
59,217 | 77,540 | 45,770 | |||||||||
Balance at End of Period |
$ | 177,820 | $ | 144,996 | $ | 104,943 | ||||||
Allowance for Off-Balance Sheet Items: |
||||||||||||
Balance at Beginning of Period |
$ | 3,876 | $ | 4,416 | $ | 4,096 | ||||||
Provision Charged to Operating Expenses |
(1,221 | ) | (540 | ) | 183 | |||||||
Balance at End of Period |
$ | 2,655 | $ | 3,876 | $ | 4,279 | ||||||
Ratios: |
||||||||||||
Net Loan Charge-Offs to Average Total Gross Loans (1) |
3.87 | % | 7.77 | % | 1.43 | % | ||||||
Net Loan Charge-Offs to Total Gross Loans (1) |
3.99 | % | 8.06 | % | 1.44 | % | ||||||
Allowance for Loan Losses to Average Total Gross Loans |
6.43 | % | 4.95 | % | 3.13 | % | ||||||
Allowance for Loan Losses to Total Gross Loans |
6.63 | % | 5.14 | % | 3.16 | % | ||||||
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
60.20 | % | 156.82 | % | 45.65 | % | ||||||
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
44.57 | % | 73.91 | % | 25.81 | % | ||||||
Allowance for Loan Losses to Non-Performing Loans |
67.81 | % | 66.19 | % | 67.13 | % | ||||||
Balances: |
||||||||||||
Average Total Gross Loans Outstanding During Period |
$ | 2,766,965 | $ | 2,926,357 | $ | 3,350,343 | ||||||
Total Gross Loans Outstanding at End of Period |
$ | 2,683,853 | $ | 2,820,612 | $ | 3,319,722 | ||||||
Non-Performing Loans at End of Period |
$ | 262,232 | $ | 219,067 | $ | 156,331 |
(1) | Net loan charge-offs are annualized to calculate the ratios. |
The allowance for loan losses increased by $32.8 million, or 22.6 percent, to $177.8
million as of March 31, 2010 as compared to $145.0 million as of December 31, 2009. The allowance
for loan losses as a percentage of total gross loans increased to 6.63 percent as of March 31, 2010
from 5.14 percent as of December 31, 2009. The provision for credit losses decreased by $19.0
million, or 24.7 percent, to $58.0 million as of March 31, 2010 as compared to $77.0 million as of
December 31, 2009.
The increase in the allowance for loan losses as of March 31, 2010 was due primarily to
subsequent increases in historical loss rates as well as migration of loans into more adverse risk
rating categories. Due to this increase in reserve factors derived from historic loss rates and
migration of loans into adverse risk rating categories, general reserves increased $29.9 million,
or 33.2 percent, to $120.0 million as of March 31, 2010 as compared to $90.1 million at December
31, 2009. In addition, qualitative adjustments were increased by 15 basis points for 7 general loan
pools of risk-rated loans (real commercial real estate, construction, commercial term unsecured,
commercial term T/D secured, commercial line of credit, SBA, international). However, total
qualitative reserves decreased $1.1 million, or 3.6 percent, to $30.5 million as of March 31, 2010
as compared to $31.6 million as of December 31, 2009. This was a direct result of the decrease in
overall loan volume of $136.8 million, or 4.8 percent, to $2.68 billion at March 31, 2010 as
compared to $2.82 billion at December 31, 2009. Despite the decrease in overall loan volume,
general reserves were impacted much more significantly by the higher reserve factors and more
adverse loan grading, resulting in the increases noted above.
43
The total impaired loans increased $54.0 million, or 26.9 percent, to $254.7 million as
of March 31, 2010 as compared to $200.7 million at December 31, 2009. However, specific reserve
allocations associated with impaired loans only increased $4.1 million, or 17.7 percent, to $27.2
million as of March 31, 2010 as compared to $23.1 million as of December 31, 2009. The
comparatively low increase in impairment reserve was mainly due to timely charge-off of collateral
dependent loans that are 90 or more days past due. As the impairment reserve is mostly derived from
shortfalls in collateral dependent loans, the amount of required impairment reserve has been
limited due to the charge-offs recorded.
For the three months ended March 31, 2010, total charge-offs were $30.1 million, compared to
$58.2 million for the three months ended December 31, 2009. Charge-offs in the loan pool of
commercial term (T/D secured and unsecured) decreased $9.5 million to $20.9 million for the three
months ended March 31, 2010 as compared to $30.3 million for the three months ended December 31,
2009. Charge-offs in commercial real estate loans also decreased $8.1 million to $5.4 million for
the three months ended March 31, 2010 as compared to $13.5 million for the three months ended
December 31, 2009. In addition, charge-offs in construction loans decreased $5.6 million to $0 for
the three months ended March 31, 2010 as compared to $5.6 million for the three months ended
December 31, 2009. Furthermore, charge-offs in commercial lines of credit and SBA loans decreased
$1.7 million and $1.6 million to $251,000 and $3.0 million, respectively for the three months ended
March 31, 2010, compared to $2.0 million and $4.6 million, respectively, for the three months ended
December 31, 2009.
The Bank also recorded in other liabilities an allowance for off-balance sheet exposure,
primarily unfunded loan commitments, of $2.7 million and $3.9 million as of March 31, 2010 and
December 31, 2009, respectively. The Bank closely monitors the borrowers repayment capabilities
while funding existing commitments to ensure losses are minimized. Based on managements
evaluation and analysis of portfolio credit quality and prevailing economic conditions, we believe
these reserves are adequate for losses inherent in the loan portfolio and off-balance sheet
exposure as of March 31, 2010 and December 31, 2009.
Deposits
The following table shows the composition of deposits by type as of the dates indicated.
March 31, | December 31, | Increase (Decrease) | ||||||||||||||
2010 | 2009 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Demand Noninterest-Bearing |
$ | 575,015 | $ | 556,306 | $ | 18,709 | 3.4 | % | ||||||||
Interest-Bearing: |
||||||||||||||||
Savings |
121,041 | 111,172 | 9,869 | 8.9 | % | |||||||||||
Money Market Checking and NOW Accounts |
488,366 | 685,858 | (197,492 | ) | (28.8 | %) | ||||||||||
Time Deposits of $100,000 or More |
1,048,688 | 815,190 | 233,498 | 28.6 | % | |||||||||||
Other Time Deposits |
417,170 | 580,801 | (163,631 | ) | (28.2 | %) | ||||||||||
Total Deposits |
$ | 2,650,280 | $ | 2,749,327 | $ | (99,047 | ) | (3.6 | %) | |||||||
Total deposits decreased $99.0 million, or 3.6 percent, to $2.65 billion as of March 31,
2010 from $2.75 billion as of December 31, 2009. Total time deposits outstanding increased $69.9
million, or 5.0 percent, to $1.47 billion as of March 31, 2010 from $1.40 billion as of December
31, 2009, representing 55.3 percent and 50.8 percent respectively, of total deposits. . Due to the
implementation of our liquidity preservation strategy to extend the term structure of deposits
under the FDICs interest rate restriction, we successfully shifted a substantial portion of
non-maturity money market deposits to one and two-year maturity time deposits through Advantage and
Diamond Freedom CD with innovative and flexible features such as call options, penalty-free
withdrawals, and additional deposits. To supplement our efforts to maintain adequate liquidity and
diversify our funding sources, we utilized Internet rate service providers and raised funds through
issuing mostly one-year time deposits to financial institutions in the U.S.
44
Brokered deposits decreased by $140.5 million from $203.9 million as of December 31, 2009 to
$63.4 million as of March 31, 2010. All of our brokered deposits as of March 31, 2010 will mature
in the second quarter of 2010. The Bank is currently restricted from accepting brokered deposits
due to our capital classification. Although brokered deposits are not a guaranteed source of funds,
it may affect our ability to maintain necessary liquidity if we continue to be not allowed
accepting brokered deposits. We plan to continue to reduce the Banks reliance on wholesale
funding, including FHLB advances and brokered deposits, and to build our deposit base with
long-term relationships.
On October 3, 2008, the FDIC deposit insurance limit on most deposit accounts was increased
from $100,000 to $250,000. This increase is in effect through December 31, 2013. As of March 31,
2010, time deposits of more than $250,000 were $331.1 million.
Federal Home Loan Bank 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 March 31, 2010, advances from the FHLB were $153.9
million, a decrease of $80,000, from the December 31, 2009 balance of $154.0 million. The decrease
is due to our successful implementation of a strategy to preserve liquidity with retail and
non-brokered institutional deposits during the first quarter of 2010. As of March 31, 2010, there
were no FHLB advances with a remaining maturity of less than one year.
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, the proceeds of
which were used to finance the purchase of PUB, totaled $82.4 million as of March 31, 2010 and
December 31, 2009. In October 2008, we committed to the FRB that no interest payments on the junior
subordinated debentures would be made without the prior written consent of the FRB. Therefore, in
order to preserve its capital position, Hanmi Financials Board of Directors has elected to defer
quarterly interest payments on its outstanding junior subordinated debentures until further notice,
beginning with the interest payment that was due on January 15, 2009. In addition, we are
prohibited from making interest payments on our outstanding junior subordinated debentures under
the terms of the Order and the Agreement without the prior written consent of the FRB and DFI.
Accrued interest payable on junior subordinated debentures amounted to $4.7 million and $4.1
million at March 31, 2010 and December 31, 2009, respectively.
45
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 March 31, 2010:
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 |
$ | | $ | | $ | | $ | | $ | 59,677 | $ | 59,677 | ||||||||||||
Interest-Bearing Deposits in Other Banks |
139,540 | | | | | 139,540 | ||||||||||||||||||
Investment Securities: |
||||||||||||||||||||||||
Fixed Rate |
2,505 | 5,730 | 27,035 | 65,924 | | 101,193 | ||||||||||||||||||
Floating Rate |
67 | 362 | 3,933 | 8,675 | | 13,038 | ||||||||||||||||||
Loans: |
||||||||||||||||||||||||
Fixed Rate |
94,378 | 229,718 | 552,572 | 4,936 | | 881,604 | ||||||||||||||||||
Floating Rate |
1,492,774 | 22,781 | 20,837 | 3,625 | | 1,540,017 | ||||||||||||||||||
Non-Accrual |
| | | | 262,232 | 262,232 | ||||||||||||||||||
Deferred Loan Fees and Allowance for Loan Losses |
| | | | (178,783 | ) | (178,783 | ) | ||||||||||||||||
Investment in Federal Home Loan Bank Stock and
Federal
Reserve Bank Stock |
| | | 38,575 | | 38,575 | ||||||||||||||||||
Other Assets |
| 26,639 | | 7,505 | 127,064 | 161,208 | ||||||||||||||||||
Total Assets |
$ | 1,729,264 | $ | 285,230 | $ | 604,377 | $ | 129,240 | $ | 270,190 | $ | 3,018,301 | ||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Demand Noninterest-Bearing |
$ | | $ | | $ | | $ | | $ | 575,015 | $ | 575,015 | ||||||||||||
Savings |
11,995 | 28,761 | 58,602 | 21,683 | | 121,041 | ||||||||||||||||||
Money Market Checking and NOW Accounts |
67,392 | 140,335 | 197,917 | 82,722 | | 488,366 | ||||||||||||||||||
Time Deposits: |
||||||||||||||||||||||||
Fixed Rate |
477,804 | 797,340 | 190,657 | | | 1,465,801 | ||||||||||||||||||
Floating Rate |
58 | | | | | 58 | ||||||||||||||||||
Federal Home Loan Bank Advances |
150,205 | 634 | 3,058 | | | 153,897 | ||||||||||||||||||
Other Borrowings |
4,428 | | | | | 4,428 | ||||||||||||||||||
Junior Subordinated Debentures |
82,406 | | | | | 82,406 | ||||||||||||||||||
Other Liabilities |
| | | | 26,267 | 26,267 | ||||||||||||||||||
Stockholders Equity |
| | | | 101,022 | 101,022 | ||||||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 794,288 | $ | 967,070 | $ | 450,234 | $ | 104,405 | $ | 702,304 | $ | 3,018,301 | ||||||||||||
Repricing Gap |
$ | 934,977 | $ | (681,840 | ) | $ | 154,142 | $ | 24,835 | $ | (432,114 | ) | $ | | ||||||||||
Cumulative Repricing Gap |
$ | 934,977 | $ | 253,137 | $ | 407,279 | $ | 432,114 | $ | | $ | | ||||||||||||
Cumulative Repricing Gap as a Percentage of
Total Assets |
30.98 | % | 8.39 | % | 28.97 | % | 14.32 | % | | |||||||||||||||
Cumulative Repricing Gap as a Percentage of
Interest-Earning Assets |
34.45 | % | 9.33 | % | 32.22 | % | 15.92 | % | |
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.
46
As of March 31, 2010, the cumulative repricing gap for the three-month period was
asset-sensitive position and 34.45 percent of interest-earning assets, which increased from 30.97
percent as of December 31, 2009. The increase was caused primarily by an increase of $44.0 million
in interest-bearing deposits in other banks and $31.1 million and $170.8 million decreases in money
market account and fixed rate time deposits, respectively, with maturities or expected to reprice
within three months, partially offset by a decrease of $191.9 million in fixed and floating rate
loans with maturities or expected to reprice within three months. The cumulative repricing gap for
the twelve-month period was asset-sensitive position and 9.33 percent of interest-earning assets,
which decreased from the December 31, 2009 figure of 9.61 percent. This decrease was caused
primarily by a decrease of $251.6 million in fixed and floating rate loans and an increase of $10.3
million in NOW account deposits with maturities or expected to reprice within twelve months,
partially offset by $97.3 million and $115.1 million decreases in money market account and fixed
rate time deposits, respectively, and an increase of $40.7 million in interest-bearing deposits in
other banks with maturities or expected to reprice within 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 | |||||||||||||||
March 31, | December 31, | March 31, | December 31, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Cumulative Repricing Gap |
$ | 934,977 | $ | 889,466 | $ | 253,137 | $ | 276,131 | ||||||||
Cumulative Repricing Gap as a Percentage of Total Assets |
30.98 | % | 28.12 | % | 8.39 | % | 8.73 | % | ||||||||
Cumulative Repricing Gap as a Percentage of Interest-Earning Assets |
34.45 | % | 30.97 | % | 9.33 | % | 9.61 | % |
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 | % | 18.54 | % | 12.31 | % | $ | 22,723 | $ | 9,792 | |||||||||||
100 | % | 9.47 | % | 6.23 | % | $ | 11,605 | $ | 4,955 | |||||||||||
(100 | %) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | |||||||||||
(200 | %) | (1 | ) | (1 | ) | (1 | ) | (1 | ) |
(1) | The table above only reflects the impact of upward shocks due to the fact that a downward parallel shock of 100 basis points or more is not possible given that some short-term rates are currently less than one percent. |
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.
47
CAPITAL RESOURCES AND LIQUIDITY
Capital Resources
In order to ensure adequate levels of capital, the Board continually assesses projected
sources and uses of capital in conjunction with projected changes in assets and levels of risk.
Management considers, among other things, earnings generated from operations, and access to capital
from financial markets through the issuance of additional securities, including common stock or
notes, to meet our capital needs. Hanmi Financial and the Bank are deemed to be undercapitalized
as of March 31, 2010. It is our most important priority to raise a sufficient capital to absorb
potential credit losses in the future and continuously stay above the well capitalized status.
Total stockholders equity was $101.0 million at March 31, 2010, which represented a decrease of
$48.7 million, or 32.5 percent, compared to $149.7 million at December 31, 2009. The decrease was
primarily due to provision for credit losses of $58.0 million for the three months ended March 31,
2010.
Under the Order, the Bank is also required to increase its capital and maintain certain
regulatory capital ratios prior to certain dates specified in the Order. By July 31, 2010, the Bank
will be required to increase its contributed equity capital by not less than an additional $100
million. For more details, see discussion in Notes to Consolidated Financial Statements, Note 2
Regulatory Matters and Going Concern Consideration. The Bank will be required to maintain a
ratio of tangible shareholders equity to total tangible assets as follows:
Ratio of Tangible Shareholders | ||
Date | Equity to Total Tangible Assets | |
By December 31, 2009
|
Not Less Than 7.0 Percent | |
By July 31, 2010 | Not Less Than 9.0 Percent | |
From December 31, 2010 and Until the Order is Terminated | Not Less Than 9.5 Percent |
If the Bank is not able to maintain the capital ratios identified in the Order, it must
notify the DFI, and Hanmi and the Bank are required to notify the FRB if their respective capital
ratios fall below those set forth in the capital plan to be submitted to the FRB. Inability to
comply with the capital ratios identified in the Order raises substantial doubt about our ability
to continue as a going concern. The Board and management will make their utmost efforts to raise a
sufficient capital within the required timeframe, although there can be no assurance that we will
be successful. As of March 31, 2010, the Bank had a Tier 1 leverage ratio of 5.68 percent and
tangible stockholders equity to total tangible assets ratio of 5.89 percent.
Liquidity Hanmi Financial
Hanmi Financial is a company separate and apart from the Bank that must provide for its own
liquidity. Substantially all of Hanmi Financials revenues are obtained from dividends declared and
paid by the Bank. Under applicable California law, the Bank cannot make any distribution (including
a cash dividend) to its shareholder (Hanmi Financial) in an amount which exceeds the lesser of: (i)
the retained earnings of the Bank or (ii) the net income of the Bank for its last three fiscal
years, less the amount of any distributions made by the Bank to its shareholder during such period.
Notwithstanding the foregoing, with the prior approval of the California Commissioner of Financial
Institutions, the Bank may make a distribution (including a cash dividend) to Hanmi Financial in an
amount not exceeding the greatest of: (i) the retained earnings of the Bank; (ii) the net income of
the Bank for its last fiscal year; or (iii) the net income of the Bank for its current fiscal year.
The Bank currently has deficit retained earnings and has suffered net losses in 2007, 2008 and
2009. See Dividends for further information. 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. In addition, the Bank continues to be prohibited by the Agreement and the
Order, from paying dividends to Hanmi Financial unless it receives prior regulatory approval. For
more details, see discussion in Notes to Consolidated Financial Statements, Note 2 Regulatory
Matters and Going Concern Consideration.
48
Currently, management believes that Hanmi Financial, on a stand-alone basis, has adequate
liquid assets to meet its operating cash needs through December 31, 2010. On August 29, 2008, we
elected to suspend payment of quarterly dividends on our common stock in order to preserve our
capital position. In addition, Hanmi Financial has elected to defer quarterly interest payments on
its outstanding junior subordinated debentures until further notice, beginning with the interest
payment that was due on January 15, 2009. As of March 31, 2010, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $2.8 million, down from $3.5 million as of
December 31, 2009.
Liquidity Hanmi Bank
Management believes that the Bank, on a stand-alone basis, has adequate liquid assets to meet
its current obligations. The Banks primary funding source will continue to be deposits originated
through its branch platform. As of March 31, 2010, the Bank was considered to be undercapitalized
under the regulatory framework for prompt corrective action, as the Banks total risk-based capital
ratio fell slightly below 8%. Section 29 of the Federal Deposit Insurance Act (FDIA) limits the
use of brokered deposits by institutions that are less than well-capitalized and allows the FDIC
to place restrictions on interest rates that institutions may pay. On May 29, 2009, the FDIC
approved a final rule to implement new interest rate restrictions on institutions that are not
well capitalized. The rule, which became effective on January 1, 2010, limits the interest rate
paid by such institutions to 75 basis points above a national rate, as derived from the interest
rate average of all institutions. According to the FDICs Financial Institution Letter,
FIL-69-2009, requires institutions that are not well capitalized must use national rate caps to
determine conformance for non-local depositors beginning January 1, 2010 and for local depositors
beginning March 1, 2010. Due to the FDICs rules, the Bank is currently restricted from accepting
brokered deposits and offering deposit rates above the national rate caps.
In an effort to preserve liquidity under the restrictions, the Bank deployed innovative
products, such as Advantage and Diamond Freedom CDs, and utilized Internet rate service providers
in the month of March. Through this campaign and the use of Internet rate service providers, the
Bank achieved its objectives of maintaining adequate liquidity and reducing its reliance on
brokered deposits. As a result, total deposits slightly decreased by
$99.0 million, or 3.6 percent,
from $2.75 billion as of December 31, 2009 to $2.65 billion as of March 31, 2010. The Banks
wholesale funds, consisting of Federal Home Loan Bank (FHLB) advances and brokered deposits,
continuously decreased by $140.5 million to $217.3 million at March 31, 2010 from $357.8 million at
December 31, 2009.
The Banks primary source of borrowings is the FHLB, from which the Bank is eligible to borrow
up to 20 percent of its total assets. As of March 31, 2010, our total borrowing capacity available
based on pledged collateral and the remaining available borrowing capacity were $532.1 million and
$377.1 million, respectively. The Banks FHLB borrowings as of March 31, 2010 totaled $153.9
million, representing 5.1 percent of total assets. As of
May 10, 2010, the Banks FHLB borrowing
capacity available based on pledged collateral and the remaining available borrowing capacity were
$494.0 million and $340.2 million, respectively. The amount that the FHLB is willing to advance
differs based on the quality and character of qualifying collateral pledged 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
the remaining borrowing capacity from its FHLB borrowing arrangement.
As a means of augmenting its liquidity, the Bank had an available borrowing source of $239.4
million from the Federal Reserve Discount Window (the Fed Discount Window), to which the Bank
pledged loans with a carrying value of $557.0 million, and had no borrowings as of March 31, 2010.
The Bank is currently in the secondary program of the Borrower in Custody Program of the Fed
Discount Window, which allows the Bank to request very short-term credit (typically overnight) at a
rate that is above the primary credit rate within a specified period. In August 2009, South Street
Securities LLC extended a line of credit to the Bank for reverse repurchase agreements up to a
maximum of $100.0 million. This line of credit will continue for a term of one year, and, unless
amended or terminated, will automatically renew for successive one-year terms.
49
Current market conditions have limited the Banks liquidity sources principally to secured
funding outlets such as the FHLB and Fed Discount Window. There can be no assurance that actions by
the FHLB or FRB would not reduce the Banks borrowing capacity or that the Bank would be able to
continue to replace deposits at competitive rates. The Bank is currently restricted from accepting
brokered deposits as a funding source. As of March 31, 2010, brokered deposits were $63.4 million,
or 2.3 percent of total deposits. All brokered deposits are currently scheduled to mature prior to
June 30, 2010. The Bank successfully replaced $670.7 million and $140.5 million of brokered
deposits during 2009 and the first quarter of 2010, respectively. If the Bank is unable to replace
these maturing deposits with new deposits, the Bank believes that it nonetheless has adequate
liquidity resources to fund its obligations through its secured credit lines with the FHLB and Fed
Discount Window.
OFF-BALANCE SHEET ARRANGEMENTS
For a discussion of off-balance sheet arrangements, see Note 9 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, 2009.
CONTRACTUAL OBLIGATIONS
There have been no material changes to the contractual obligations described in our Annual
Report on Form 10-K for the year ended December 31, 2009.
RECENTLY ISSUED ACCOUNTING STANDARDS
FASB ASC 105, Generally Accepted Accounting Principles The FASB ASC is the exclusive
authoritative reference for non-governmental U.S. GAAP for use in financial statements issued for
interim and annual periods ending after September 15, 2009, except for SEC rules and interpretive
releases, which are also authoritative GAAP for SEC registrants. The contents of the Codification
will carry the same level of authority, eliminating the four-level GAAP hierarchy previously set
forth. The FASB ASC supersedes all existing non-SEC accounting and reporting standards. All other
non-grandfathered, non-SEC accounting literature not included in the FASB ASC is non-authoritative.
FASB ASC 105 did not have a material effect on our financial condition or results of operations.
FASB ASC 810, Consolidations FASB ASC 810 amends the guidance related to the
consolidation of variable interest entities (VIEs). It requires reporting entities to evaluate
former qualifying special-purpose entities (QSPEs) for consolidation, changes the approach to
determining a VIEs primary beneficiary from a quantitative assessment to a qualitative assessment
designed to identify a controlling financial interest, and increases the frequency of required
reassessments to determine whether a company is the primary beneficiary of a VIE. It also
clarifies, but does not significantly change, the characteristics that identify a VIE. FASB ASC 810
requires additional year-end and interim disclosures for public and non-public companies that are
similar to the disclosures required by FASB ASC 810-10-50. FASB ASC 810 is effective as of the
beginning of a companys first fiscal year that begins after November 15, 2009 (January 1, 2010 for
calendar year-end companies), and for subsequent interim and annual reporting periods. All QSPEs
and entities currently subject to the guidance related to the consolidation of VIEs will need to
be reevaluated under the amended consolidation requirements as of the beginning of the first annual
reporting period that begins after November 15, 2009. FASB ASC 810 did not have a material effect
on our financial condition or results of operations.
FASB ASC 860, Transfers and Servicing FASB ASC 860 amends the guidance related to the
accounting for transfers and servicing of financial assets and extinguishments of liabilities. It
eliminates the QSPE concept, creates more stringent conditions for reporting a transfer of a
portion of a financial asset as a sale, clarifies the derecognition criteria, revises how retained
interests are initially measured, and removes the guaranteed mortgage securitization
recharacterization provisions. FASB ASC 860 requires additional year-end and interim disclosures
for public and nonpublic companies that are similar to the disclosures required by FASB ASC
810-10-50. FASB ASC 860 is effective as of the beginning of a companys first fiscal year that
begins after November 15, 2009 (January 1, 2010 for calendar year-end companies), and for
subsequent interim and annual reporting periods. FASB ASC 860s disclosure requirements must be
applied to transfers that occurred before and after its effective date. FASB ASC 860 did not have a
material effect on our financial condition or results of operations.
50
FASB ASC 855, Subsequent Events FASB ASC 855 addresses accounting and disclosure
requirements related to subsequent events. FASB ASC 855 requires management to evaluate subsequent
events through the date the financial statements are either issued or available to be issued,
depending on the companys expectation of whether it will widely distribute its financial
statements to its shareholders and other financial statement users.
The adoption of FASB ASC 855 did not have a material effect on our financial condition or results
of operations.
FASB ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) ASU 2010-06
adds new requirements for disclosures about transfers into and out of Level 1 and 2 and separate
disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. It
also clarifies existing fair value disclosures about the level of disaggregation, entities will be
required to provide fair value measurement disclosures for each class of assets and liabilities,
and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning after December 15,
2010. Adoption of ASU 2010-06 did not have a significant impact on our consolidated financial
statements.
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
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are the controls and other procedures that are designed to
ensure that information required to be disclosed in the reports that Hanmi Financial files or
submits under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded,
processed, summarized, and reported within the time periods specified in the SEC rules and forms.
Disclosure controls and procedures include, among other processes, controls and procedures designed
to ensure that information required to be disclosed in the reports that Hanmi Financial files or
submits under the Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer and Chief financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Hanmi Financial carried out an evaluation, under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the companys disclosure controls and procedures as of
March 31, 2010 pursuant to Exchange Act Rule 13a-15b. Based on that evaluation and the
identification of the material weakness in Hanmi Financials internal control over financial
reporting as described below under Managements Report on Internal Control over Financial
Reporting, the Chief Executive Officer and Chief Financial Officer have concluded that Hanmi
Financials disclosure controls and procedures were not effective as of March 31, 2010.
51
Managements Report on Internal Control Over Financial Reporting
Management of Hanmi Financial is responsible for establishing and maintaining adequate
internal control over financial reporting pursuant to the rules and regulations of the Securities
and Exchange Commission. Hanmi Financials internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in accordance with U.S.
GAAP. Internal control over financial reporting includes those written policies and procedures
that:
| pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | ||
| provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP; | ||
| provide reasonable assurance that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | ||
| provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the consolidated financial statements. |
Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting
can also be circumvented by collusion or improper management override. Because of such limitations,
there is a risk that material misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. However, these inherent limitations are known features
of Hanmi Financials financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of March 31, 2010, Hanmi Financial carried out an evaluation, under the supervision and
with the participation of Management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of internal control over financial reporting pursuant to Rule
13a-15(c), as adopted by the SEC under the Exchange Act. In evaluating the effectiveness of the
internal control over financial reporting, management used the framework established in Internal
Control Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
A material weakness is a control deficiency, or combination of control deficiencies, in
internal control over financial reporting such that there is a reasonable possibility that a
material misstatement of Hanmi Financials annual or interim financial statements will not be
prevented or detected on a timely basis. Management identified the following material weakness as
of March 31, 2010 related to managements policies and procedures for the monitoring and timely
evaluation of and revision to managements approach for assessing credit risk inherent in the
Companys loan portfolio to reflect changes in the economic environment. Specifically, neither the
internal loan review grading process control nor the information and communication control that are
designed to prompt senior managements review over the adequacy of the loan loss reserve factors
were operating effectively.
Based on our assessment and the criteria discussed above, Hanmi Financial has concluded that,
as of March 31, 2010, internal control over financial reporting was not effective as a result of
the aforementioned material weakness.
52
Changes in Internal Control over Financial Reporting
During the fourth quarter of 2009, we implemented the following changes in our internal
control over financial reporting to address a previously reported material weakness:
We designed and implemented several key initiatives to significantly strengthen our internal
loan review function. These included:
| intensive review by the loan monitoring department to validate the appropriateness of loan grades; | ||
| expanded additional review of all loan grading changes by management and senior loan officers; | ||
| independent third party review to ensure the assessment of our internal loan grades. |
We implemented several key changes to ensure the adequacy of allowance for loan losses. These
included:
| increasing qualitative adjustments based on current and potential loss scenarios to sufficiently reflect deterioration in the asset portfolio as well as economic decline; | ||
| implementing more stringent assessment of restructured loans by down-grading all such loans to Substandard; | ||
| closely monitoring collateral dependent loans by continually obtaining up to date valuations; | ||
| adhering to more stringent requirements for charge-offs regards to impaired loans. |
Our changes described above implemented during the fourth quarter of 2009 due to the
previously identified material weakness have materially affected such internal control over
financial reporting.
Remediation of Material Weakness
We determined the following additional steps necessary to address the
aforementioned material weaknesses, including:
| increasing management oversight of the loan portfolio by establishing two new departments to primarily focus on performing quality control review and monitoring; | ||
| providing intensive onsite review and training to loan officers and other branch staffs by management; | ||
| outsourcing to independent third parties for credit review to validate the appropriateness of internal loan grading. |
We began to execute the remediation plans identified above in the fourth quarter of 2009 and
currently are testing to confirm that our controls and procedures are effective for the second
quarter of 2010.
53
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
There have been no material changes in the risk factors previously disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2009 that was filed on March 15, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
None.
54
ITEM 6. EXHIBITS
Exhibit | ||
Number | Document | |
3.1
|
Amended and Restated Certificate of Incorporation of Hanmi Financial Corporation (1) | |
3.2
|
Certificate of Second Amendment of Certificate of Incorporation of Hanmi Financial Corporation (1) | |
3.3
|
Certificate of Third Amendment of Certificate of Incorporation of Hanmi Financial Corporation (2) | |
3.4
|
Amended and Restated Bylaws of Hanmi Financial Corporation (1) | |
3.5
|
Certificate of Amendment to Bylaws of Hanmi Financial Corporation dated November 21, 2007 (1) | |
3.6
|
Certificate of Amendment to Bylaws of Hanmi Financial Corporation dated October 14, 2009 (3) | |
4
|
Specimen stock certificate representing Hanmi Financial Corporation Common Stock (4) | |
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 (5) | |
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) (5) | |
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 (5) | |
10.4
|
Hanmi Capital Trust I Form of Common Securities Certificate (included as exhibit B to Exhibit 10.1) (5) | |
10.5
|
Hanmi Capital Trust I Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.1) (5) | |
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 (5) | |
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) (5) | |
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 (5) | |
10.9
|
Hanmi Capital Trust II Form of Common Securities Certificate (included as exhibit B to Exhibit 10.6) (5) | |
10.10
|
Hanmi Capital Trust II Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.6) (5) | |
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 (5) | |
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) (5) | |
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 (5) | |
10.14
|
Hanmi Capital Trust III Form of Common Securities Certificate (included as exhibit B to Exhibit 10.11) (5) | |
10.15
|
Hanmi Capital Trust III Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.11) (5) | |
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 (6) | |
10.17
|
Hanmi Financial Corporation 2007 Equity Compensation Plan (7) | |
10.18
|
Hanmi Financial Corporation Year 2000 Stock Option Plan (8) | |
10.19
|
Form of Notice of Stock Option Grant and Agreement Pursuant to 2007 Equity Compensation Plan (1) | |
10.20
|
Form of Notice of Grant and Restricted Stock Agreement Pursuant to 2007 Equity Compensation Plan (1) | |
10.21
|
Employment Offer Letter with Brian E. Cho, executed November 1, 2007 (9) | |
10.22
|
Securities Purchase Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments & Securities Co., Ltd. (10) | |
10.23
|
Registration Rights Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments & Securities Co., Ltd. (10) | |
10.24
|
First Amendment to the Securities Purchase Agreement, dated July 31, 2009, by and between Hanmi Financial Corporation and Leading Investment & Securities Co., Ltd. (11) |
55
ITEM 6. EXHIBITS (Continued)
Exhibit | ||
Number | Document | |
10.25
|
Amended and Restated Term Sheet, dated September 14, 2009, by and among Hanmi Financial Corporation, Leading Investment & Securities Co., Ltd., and IWL Partners LLC (12) | |
10.26
|
Second Amendment to the Securities Purchase Agreement, dated September 28, 2009, by and between Hanmi Financial Corporation and Leading Investment & Securities Co., Ltd. (13) | |
10.27
|
First Amendment to the Amended and Restated Term Sheet, dated September 28, 2009, by and between Hanmi Financial Corporation, Leading Investment & Securities Co., Ltd., and IWL Partners, LLC (13) | |
10.28
|
Final Order, dated November 2, 2009, issued to Hanmi Bank by the California Department of Financial Institutions (14) | |
10.29
|
Written Agreement, dated November 2, 2009, by and between Hanmi Financial Corporation and Hanmi Bank, on one hand, and the Federal Reserve Bank of San Francisco, on the other hand (14) | |
14
|
Code of Ethics (15) | |
21
|
Subsidiaries of the Registrant (9) | |
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 Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 13, 2009. | |
(2) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 11, 2009, as amended November 18, 2009. | |
(3) | Previously filed and incorporated by reference herein from Hanmi Financials Registration Statement on Form S-3 filed with the SEC on February 4, 2010. | |
(4) | Previously filed and incorporated by reference herein from Hanmi Financial Corporations Registration Statement on Form S-4 filed with the SEC on March 20, 2000. | |
(5) | 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. | |
(6) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 11, 2008. | |
(7) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on June 26, 2007. | |
(8) | Previously filed and incorporated by reference herein from Hanmi Financials Registration Statement on Form S-8 filed with the SEC on August 18, 2000. | |
(9) | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 29, 2008. | |
(10) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on June 15, 2009. | |
(11) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on August 3, 2009. | |
(12) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on September 14, 2009. | |
(13) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on October 2, 2009. | |
(14) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on November 5, 2009. | |
(15) | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005. | |
| Constitutes a management contract or compensatory plan or arrangement. |
56
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: May 10, 2010 | 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 | ||||
57