HANMI FINANCIAL CORP - Quarter Report: 2011 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Transition Period From _________ To _________
Commission File Number: 000-30421
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 95-4788120 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
3660 Wilshire Boulevard, Penthouse Suite A Los Angeles, California |
90010 | |
(Address of Principal Executive Offices) | (Zip Code) |
(213) 382-2200
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ No o
Indicate by check mark whether the Registrant 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 þ
No o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do Not Check if a Smaller Reporting Company) |
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 July 29, 2011, there were 151,258,390 outstanding shares of the Registrants Common Stock.
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
QUARTERLY REPORT ON FORM 10-Q
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
TABLE OF CONTENTS
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EX-31.1 | ||||||||
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EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In Thousands, Except Share Data)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In Thousands, Except Share Data)
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Cash and Due From Banks |
$ | 67,166 | $ | 60,983 | ||||
Interest-Bearing Deposits in Other Banks |
131,757 | 158,737 | ||||||
Federal Funds Sold |
| 30,000 | ||||||
Cash and Cash Equivalents |
198,923 | 249,720 | ||||||
Securities Held to Maturity, at Amortized Cost (Fair Value of $835 as of June 30, 2011 and
$847 as of December 31, 2010) |
833 | 845 | ||||||
Investment Securities Available for Sale, at Fair Value (Amortized Cost of $386,299 as of
June 30, 2011 and $415,491 as of December 31, 2010) |
390,212 | 413,118 | ||||||
Loans Receivable, Net of Allowance for Loan Losses of $109,029 as of June 30, 2011 and
$146,059 as of December 31, 2010 |
1,959,564 | 2,084,447 | ||||||
Loans Held for Sale, at the Lower of Cost or Fair Value |
44,105 | 36,620 | ||||||
Accrued Interest Receivable |
7,512 | 8,048 | ||||||
Premises and Equipment, Net |
16,869 | 17,599 | ||||||
Other Real Estate Owned, Net |
1,340 | 4,089 | ||||||
Customers Liability on Acceptances |
1,629 | 711 | ||||||
Servicing Assets |
2,545 | 2,890 | ||||||
Other Intangible Assets, Net |
1,825 | 2,233 | ||||||
Investment in Federal Home Loan Bank Stock, at Cost |
25,076 | 27,282 | ||||||
Investment in Federal Reserve Bank Stock, at Cost |
7,489 | 7,449 | ||||||
Income Taxes Receivable |
9,188 | 9,188 | ||||||
Bank-Owned Life Insurance |
27,813 | 27,350 | ||||||
Other Assets |
15,912 | 15,559 | ||||||
TOTAL ASSETS |
$ | 2,710,835 | $ | 2,907,148 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Noninterest-Bearing |
$ | 600,812 | $ | 546,815 | ||||
Interest-Bearing |
1,797,563 | 1,919,906 | ||||||
Total Deposits |
2,398,375 | 2,466,721 | ||||||
Accrued Interest Payable |
14,226 | 15,966 | ||||||
Banks Liability on Acceptances |
1,629 | 711 | ||||||
Federal Home Loan Bank Advances |
3,479 | 153,650 | ||||||
Other Borrowings |
1,034 | 1,570 | ||||||
Junior Subordinated Debentures |
82,406 | 82,406 | ||||||
Accrued Expenses and Other Liabilities |
11,321 | 12,868 | ||||||
Total Liabilities |
2,512,470 | 2,733,892 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Common Stock, $0.001 Par Value; Authorized 500,000,000 Shares; Issued 155,890,890
Shares (151,258,390 Shares Outstanding) and 155,830,890 Shares (151,198,390 Shares
Outstanding) as of June 30, 2011 and December 31, 2010, respectively |
156 | 156 | ||||||
Additional Paid-In Capital |
472,717 | 472,335 | ||||||
Unearned Compensation |
(219 | ) | (219 | ) | ||||
Accumulated Other Comprehensive Income (Loss) Unrealized Gain (Loss) on Securities
Available
for Sale and Interest-Only Strips, Net of Income Taxes of $602 as of June 30, 2011 and
December 31, 2010, respectively |
3,325 | (2,964 | ) | |||||
Accumulated Deficit |
(207,602 | ) | (226,040 | ) | ||||
Less Treasury Stock, at Cost: 4,632,500 Shares as of June 30, 2011 and December 31, 2010 |
(70,012 | ) | (70,012 | ) | ||||
Total Stockholders Equity |
198,365 | 173,256 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,710,835 | $ | 2,907,148 | ||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
1
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
INTEREST AND DIVIDEND INCOME: |
||||||||||||||||
Interest and Fees on Loans |
$ | 29,249 | $ | 34,486 | $ | 60,154 | $ | 71,181 | ||||||||
Taxable Interest on Investment Securities |
3,094 | 1,359 | 5,767 | 2,443 | ||||||||||||
Tax-Exempt Interest on Investment Securities |
37 | 77 | 77 | 154 | ||||||||||||
Dividends on Federal Reserve Bank Stock |
112 | 103 | 224 | 207 | ||||||||||||
Dividends on Federal Home Loan Bank Stock |
20 | 20 | 41 | 41 | ||||||||||||
Interest on Interest-Bearing Deposits in Other Banks |
79 | 99 | 168 | 154 | ||||||||||||
Interest on Federal Funds Sold |
9 | 16 | 17 | 33 | ||||||||||||
Interest on Term Federal Funds Sold |
18 | 11 | 45 | 11 | ||||||||||||
Total Interest and Dividend Income |
32,618 | 36,171 | 66,493 | 74,224 | ||||||||||||
INTEREST EXPENSE: |
||||||||||||||||
Interest on Deposits |
6,192 | 8,813 | 12,927 | 18,517 | ||||||||||||
Interest on Federal Home Loan Bank Advances |
239 | 339 | 572 | 685 | ||||||||||||
Interest on Other Borrowings |
1 | 31 | 1 | 31 | ||||||||||||
Interest on Junior Subordinated Debentures |
711 | 692 | 1,409 | 1,361 | ||||||||||||
Total Interest Expense |
7,143 | 9,875 | 14,909 | 20,594 | ||||||||||||
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
25,475 | 26,296 | 51,584 | 53,630 | ||||||||||||
Provision for Credit Losses |
| 37,500 | | 95,496 | ||||||||||||
NET INTEREST INCOME (LOSS) AFTER PROVISION FOR CREDIT LOSSES |
25,475 | (11,204 | ) | 51,584 | (41,866 | ) | ||||||||||
NON-INTEREST INCOME: |
||||||||||||||||
Service Charges on Deposit Accounts |
3,278 | 3,602 | 6,419 | 7,328 | ||||||||||||
Insurance Commissions |
1,203 | 1,206 | 2,463 | 2,484 | ||||||||||||
Remittance Fees |
499 | 523 | 961 | 985 | ||||||||||||
Trade Finance Fees |
328 | 412 | 625 | 763 | ||||||||||||
Other Service Charges and Fees |
368 | 372 | 701 | 784 | ||||||||||||
Bank-Owned Life Insurance Income |
233 | 235 | 463 | 466 | ||||||||||||
Net Gain (Loss) on Sales of Investment Securities |
(70 | ) | | (70 | ) | 105 | ||||||||||
Net Gain (Loss) on Sales of Loans |
(77 | ) | 220 | (415 | ) | 214 | ||||||||||
Other Operating Income |
255 | 106 | 378 | 552 | ||||||||||||
Total Non-Interest Income |
6,017 | 6,676 | 11,525 | 13,681 | ||||||||||||
NON-INTEREST EXPENSE: |
||||||||||||||||
Salaries and Employee Benefits |
8,762 | 9,011 | 17,886 | 17,797 | ||||||||||||
Deposit Insurance Premiums and Regulatory Assessments |
1,377 | 4,075 | 3,447 | 6,299 | ||||||||||||
Occupancy and Equipment |
2,650 | 2,674 | 5,215 | 5,399 | ||||||||||||
Directors and Officers Liability Insurance |
733 | 716 | 1,467 | 1,433 | ||||||||||||
Other Real Estate Owned Expense |
806 | 1,718 | 1,635 | 7,418 | ||||||||||||
Data Processing |
1,487 | 1,487 | 2,886 | 2,986 | ||||||||||||
Professional Fees |
1,138 | 1,022 | 1,927 | 2,088 | ||||||||||||
Supplies and Communication |
496 | 574 | 1,074 | 1,091 | ||||||||||||
Advertising and Promotion |
908 | 503 | 1,474 | 1,038 | ||||||||||||
Loan-Related Expense |
184 | 310 | 409 | 617 | ||||||||||||
Amortization of Other Intangible Assets |
190 | 301 | 408 | 629 | ||||||||||||
Expenses Related to Unconsummated Capital Offerings |
2,220 | | 2,220 | | ||||||||||||
Other Operating Expenses |
1,935 | 2,374 | 3,899 | 4,194 | ||||||||||||
Total Non-Interest Expense |
22,886 | 24,765 | 43,947 | 50,989 | ||||||||||||
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES |
8,606 | (29,293 | ) | 19,162 | (79,174 | ) | ||||||||||
Provision (Benefit) for Income Taxes |
605 | (36 | ) | 724 | (431 | ) | ||||||||||
NET INCOME (LOSS) |
$ | 8,001 | $ | (29,257 | ) | $ | 18,438 | $ | (78,743 | ) | ||||||
EARNINGS (LOSS) PER SHARE: |
||||||||||||||||
Basic |
$ | 0.05 | $ | (0.57 | ) | $ | 0.12 | $ | (1.54 | ) | ||||||
Diluted |
$ | 0.05 | $ | (0.57 | ) | $ | 0.12 | $ | (1.54 | ) | ||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||||||||||
Basic |
151,104,636 | 51,036,573 | 151,082,945 | 51,017,885 | ||||||||||||
Diluted |
151,258,390 | 51,036,573 | 151,257,350 | 51,017,885 | ||||||||||||
DIVIDENDS DECLARED PER SHARE |
$ | | $ | | $ | | $ | |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
2
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)(UNAUDITED)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)(UNAUDITED)
(In Thousands; Except Share Data)
Common Stock - Number of Shares | Stockholders Equity | |||||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||||
Additional | Other | Retained | Treasury | Total | ||||||||||||||||||||||||||||||||||||||
Treasury | Common | Paid-In | Unearned | Comprehensive | Earnings | Stock, | Stockholders | |||||||||||||||||||||||||||||||||||
Issued | Stock | Outstanding | Stock | Capital | Compensation | Income (Loss) | (Deficit) | at Cost | Equity | |||||||||||||||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2010 |
55,814,890 | (4,632,500 | ) | 51,182,390 | $ | 56 | $ | 357,174 | $ | (302 | ) | $ | 859 | $ | (138,031 | ) | $ | (70,012 | ) | $ | 149,744 | |||||||||||||||||||||
Exercises of Stock Options and Stock Warrants |
16,000 | | 16,000 | | 22 | | | | | 22 | ||||||||||||||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 445 | 41 | | | | 486 | ||||||||||||||||||||||||||||||||
Comprehensive Loss: |
||||||||||||||||||||||||||||||||||||||||||
Net Loss |
| | | | | | | (78,743 | ) | | (78,743 | ) | ||||||||||||||||||||||||||||||
Change in Unrealized Gain on Securities
Available for Sale and Interest-Only Strips,
Net of Income Taxes |
| | | | | | 1,671 | | | 1,671 | ||||||||||||||||||||||||||||||||
Total Comprehensive Loss |
(77,072 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2010 |
55,830,890 | (4,632,500 | ) | 51,198,390 | $ | 56 | $ | 357,641 | $ | (261 | ) | $ | 2,530 | $ | (216,774 | ) | $ | (70,012 | ) | $ | 73,180 | |||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2011 |
155,830,890 | (4,632,500 | ) | 151,198,390 | $ | 156 | $ | 472,335 | $ | (219 | ) | $ | (2,964 | ) | $ | (226,040 | ) | $ | (70,012 | ) | $ | 173,256 | ||||||||||||||||||||
Share-Based Compensation Expense |
| | | | 304 | 78 | | | | 382 | ||||||||||||||||||||||||||||||||
Restricted Stock Awards |
60,000 | | 60,000 | | 78 | (78 | ) | | | | | |||||||||||||||||||||||||||||||
Comprehensive Income: |
||||||||||||||||||||||||||||||||||||||||||
Net Income |
| | | | | | | 18,438 | | 18,438 | ||||||||||||||||||||||||||||||||
Change in Unrealized Gain on Securities
Available for Sale and Interest-Only Strips,
Net of Income Taxes |
| | | | | | 6,289 | | | 6,289 | ||||||||||||||||||||||||||||||||
Total Comprehensive Income |
24,727 | |||||||||||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2011 |
155,890,890 | (4,632,500 | ) | 151,258,390 | $ | 156 | $ | 472,717 | $ | (219 | ) | $ | 3,325 | $ | (207,602 | ) | $ | (70,012 | ) | $ | 198,365 | |||||||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Income (Loss) |
$ | 18,438 | $ | (78,743 | ) | |||
Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities: |
||||||||
Depreciation and Amortization of Premises and Equipment |
1,083 | 1,204 | ||||||
Amortization of Premiums and Accretion of Discounts on Investment Securities, Net |
1,227 | 288 | ||||||
Amortization of Other Intangible Assets |
408 | 629 | ||||||
Amortization of Servicing Assets |
345 | 496 | ||||||
Share-Based Compensation Expense |
382 | 486 | ||||||
Provision for Credit Losses |
| 95,496 | ||||||
Net Gain (Loss) on Sales of Investment Securities |
70 | (105 | ) | |||||
Net Gain on Sales of Loans |
(2,489 | ) | (214 | ) | ||||
(Gain) Loss on Sales of Other Real Estate Owned |
681 | (154 | ) | |||||
Provision for Valuation Allowance on Other Real Estate Owned |
470 | 6,503 | ||||||
Lower of Cost or Fair Value Adjustment for Loans Held for Sale |
2,903 | | ||||||
Deferred Tax Benefit |
| 3,608 | ||||||
Origination of Loans Held for Sale |
(16,056 | ) | (1,782 | ) | ||||
Net Proceeds
from Sales of Loans Held for Sale |
| 79,254 | ||||||
Loss on Investment in Affordable Housing Partnership |
440 | 440 | ||||||
Decrease in Accrued Interest Receivable |
536 | 1,690 | ||||||
Increase in Cash Surrender Value of Bank-Owned Life Insurance |
(463 | ) | (466 | ) | ||||
Increase in Other Assets |
(789 | ) | (3,489 | ) | ||||
Decrease in Income Tax Receivable |
| 46,857 | ||||||
(Decrease) Increase in Accrued Interest Payable |
(1,636 | ) | 1,418 | |||||
(Decrease) Increase in Other Liabilities |
(521 | ) | 682 | |||||
Net Cash Provided By Operating Activities |
5,029 | 154,098 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from Redemption of Federal Home Loan Bank and Federal Reserve Bank Stock |
2,206 | 2,236 | ||||||
Proceeds from Matured or Called Investment Securities Available for Sale |
70,841 | 37,023 | ||||||
Proceeds from Matured or Called Investment Securities Held to Maturity |
12 | 13 | ||||||
Proceeds from Sales of Investment Securities Available for Sale |
157,777 | 3,252 | ||||||
Net Proceeds
from Sales of Loans Held for Sale |
45,963 | | ||||||
Proceeds from Sales of Other Real Estate Owned |
3,736 | 5,042 | ||||||
Net Decrease in Loans Receivable |
83,809 | 163,888 | ||||||
Purchases of Federal Reserve Bank Stock |
(40 | ) | | |||||
Purchases of Investment Securities Available for Sale |
(200,724 | ) | (95,415 | ) | ||||
Purchases of Premises and Equipment |
(353 | ) | (464 | ) | ||||
Net Cash Provided By Investing Activities |
163,227 | 115,575 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Decrease in Deposits |
(68,346 | ) | (174,213 | ) | ||||
Proceeds from Exercise of Stock Options |
| 22 | ||||||
Repayment of Long-Term Federal Home Loan Bank Advances |
(171 | ) | (162 | ) | ||||
Net Change in Short-Term Federal Home Loan Bank Advances and Other Borrowings |
(150,536 | ) | 1,315 | |||||
Net Cash Used In Financing Activities |
(219,053 | ) | (173,038 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(50,797 | ) | 96,635 | |||||
Cash and Cash Equivalents at Beginning of Period |
249,720 | 154,110 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 198,923 | $ | 250,745 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash Paid During the Period for: |
||||||||
Interest Paid |
$ | 16,649 | $ | 19,176 | ||||
Income Taxes Paid, Net of Refunds |
$ | 3 | $ | (49,971 | ) | |||
Non-Cash Activities: |
||||||||
Loan Provided in the Sale of Loans Held for Sale |
$ | 5,750 | $ | | ||||
Transfer of Loans to Other Real Estate Owned |
$ | 2,752 | $ | 10,366 | ||||
Transfer of Loans to Loans Held for Sale |
$ | 37,806 | $ | 101,620 | ||||
Loans Provided in the Sale of Other Real Estate Owned |
$ | 510 | $ | 1,217 |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
4
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
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. (Chun-Ha) and All World Insurance Services, Inc. (All World).
In the opinion of management, the accompanying unaudited consolidated financial statements of
Hanmi Financial Corporation and Subsidiaries reflect all adjustments of a normal and recurring
nature that are necessary for a fair presentation of the results for the interim period ended June
30, 2011, 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, 2010 (the
2010 Annual Report on Form 10-K).
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 2010 Annual Report on Form 10-K.
Certain reclassifications were made to the prior periods presentation to conform to the
current periods presentation.
NOTE 2 REGULATORY MATTERS
On November 2, 2009, the members of the Board of Directors of the Bank consented to the
issuance of a Final Order (Final 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 Final Order and the
Agreement contain a list of strict requirements ranging from a capital directive to developing a
contingency funding plan.
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 Final Order and the Agreement, there
can be no assurance that Hanmi Financial or the Bank will be able to comply fully with the
provisions of the Final Order and the Agreement, or that compliance with the Final 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 Final Order
and the Agreement could result in further enforcement actions by both DFI and FRB, or the possible
placement of the Bank into conservatorship or receivership.
Final Order and Written Agreement
The Final Order and the Agreement contain substantially similar provisions, and 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)
5
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 2 REGULATORY MATTERS (Continued)
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; and (viii) improving the Banks liquidity position,
funds management practices, and contingency funding plan. In addition, the Final Order and
the Agreement place restrictions on the Banks lending to
borrowers who have adversely classified loans with the Bank,
and require the Bank to charge off or collect certain problem loans
and 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 Final Order,
the Bank is required to increase its capital and maintain certain regulatory capital ratios
prior to certain dates as follows: 1) by July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100 million, and maintain a ratio of
tangible stockholders equity to total tangible assets of at least 9.0 percent, and 2) by
December 31, 2010, and thereafter during the life of the Final Order, the Bank will be required
to maintain a ratio of tangible stockholders equity to total tangible assets of not less than 9.5 percent.
If the Bank is not able to maintain the capital ratios identified in the Final 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 approved by the FRB. On July 27,
2010, we completed a registered rights and best efforts offering in which we raised $116.8 million
in net proceeds. As a result, we satisfied the $100 million capital contribution requirement set
forth in the Final Order. While the Banks tangible stockholders equity to total tangible assets
ratio was 8.59% at December 31, 2010, the ratio increased to 10.33 percent at June 30, 2011.
Therefore, the Bank is currently in compliance with the tangible capital ratio requirement.
6
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 2 REGULATORY MATTERS (Continued)
Risk-Based Capital
Federal bank 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, the 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 the 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 June 30, 2011, Hanmi Financials Tier 1 capital (stockholders equity plus qualified
junior subordinated debentures less intangible assets) was $257.9 million. This represented an
increase of $25.2 million, or 10.8 percent, over Tier 1 capital of $232.7 million as of December
31, 2010. The capital ratios of Hanmi Financial and the Bank were as follows as of June 30, 2011:
To be Categorized as | ||||||||||||||||||||||||
Minimum | Well Capitalized | |||||||||||||||||||||||
Regulatory | under Prompt Corrective | |||||||||||||||||||||||
Actual | Requirement | Action Provision | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
June 30, 2011 |
||||||||||||||||||||||||
Total Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 301,045 | 13.92 | % | $ | 173,032 | 8.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 302,827 | 14.02 | % | $ | 172,802 | 8.00 | % | $ | 216,003 | 10.00 | % | ||||||||||||
Tier 1 Capital (to Risk-Weighted Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 257,911 | 11.92 | % | $ | 86,516 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 274,785 | 12.72 | % | $ | 86,401 | 4.00 | % | $ | 129,602 | 6.00 | % | ||||||||||||
Tier 1 Capital (to Average Assets): |
||||||||||||||||||||||||
Hanmi Financial |
$ | 257,911 | 9.09 | % | $ | 113,504 | 4.00 | % | N/A | N/A | ||||||||||||||
Hanmi Bank |
$ | 274,785 | 9.70 | % | $ | 113,260 | 4.00 | % | $ | 141,576 | 5.00 | % |
7
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS
Fair Value Option and Fair Value Measurements
We determine the fair value of our assets and liabilities in accordance with ASC 820, which
defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. The fair value of an asset or liability is determined based on the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. An orderly transaction is a transaction that
assumes exposure to the market for a period prior to the measurement date to allow for market
activities that are usual and customary for transactions involving such assets and liabilities; it
is not a forced transaction. Market participants are buyers and sellers in the principal market
that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact
for the asset or liability.
In determining fair value, we use various methods including market and income approaches.
Based on these approaches, we utilize certain assumptions that market participants would use in
pricing the asset or liability. These inputs can be readily observable, market corroborated, or
generally unobservable inputs. We utilize valuation techniques that maximize the use of observable
inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used
in the valuation techniques, we classify and disclose assets and liabilities based on the fair
value hierarchy presented below. The hierarchy is based on the quality and reliability of the
information used to determine fair values. The hierarchy gives the highest priority to quoted
prices available in active markets and the lowest priority to data lacking transparency.
In January 2010, the FASB issued ASU No. 2010-6, Fair Value Measurements and Disclosures
(Topic 820) Improving Disclosures about Fair Value Measurements. This requires
(i) fair value disclosures by each class of assets and liabilities (generally a subset within a
line item as presented in the statement of financial position) rather than major category, (ii) for
items measured at fair value on a recurring basis, the amounts of significant transfers between
Levels 1 and 2, and transfers into and out of Level 3, and the reasons for those transfers,
including separate discussion related to the transfers into each level apart from transfers out of
each level, and (iii) gross presentation of the amounts of purchases, sales, issuances, and
settlements in the Level 3 recurring measurement reconciliation. Additionally, the ASU clarifies
that a description of the valuation techniques(s) and inputs used to measure fair values is
required for both recurring and nonrecurring fair value measurements. In addition, if a valuation
technique has changed, entities should disclose that change and the reason for the change.
Disclosures other than the gross presentation changes in the Level 3 reconciliation were effective
for the first reporting period beginning after December 31, 2009. The requirement to present the
Level 3 activity of purchases, sales, issuances, and settlements on a gross basis was effective for
fiscal years beginning after December 15, 2010. The adoption of FASB ASU 2010-06 did not have a
material effect on our financial condition or result of operations.
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.
8
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
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. We also 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 instruments 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. As of June 30,
2011 and December 31, 2010, we had no level 3 investment securities.
SBA Loans Held for Sale All Small Business Administration (SBA) loans originate for
sale. Loans held for sale are carried at the lower of cost or fair value. As of June 30, 2011 and
December 31, 2010, we had $24.3 million and $10.0 million of SBA loans held for sale, respectively.
Management obtains quotes, bids or pricing indication sheets on all or part of these loans directly
from the purchasing financial institutions. Premiums received or to be received on the quotes, bids
or pricing indication sheets are indicative of the fact that cost is lower than fair value. At June
30, 2011 and December 31, 2010, the entire balance of the loans held for sale was recorded at its
cost on a nonrecurring basis with Level 2 inputs.
Non-performing Loans Held for Sale We reclassify certain non-performing loans when we make
the decision to sell those loans. The fair value of non-performing loans held for sale is generally
based upon the quotes, bids or sales contract prices from buyers. Non-performing loans held for
sale are recorded at estimated fair value less anticipated liquidation cost. As of June 30, 2011
and December 31, 2010, we had $19.8 million and $26.6 million of non-performing loans held for
sale, respectively, and measured them on a nonrecurring basis with Level 3 inputs.
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 3 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, which is
subject to non-recurring fair value adjustments, as Level 3.
Servicing Assets and Servicing Liabilities The fair values of servicing assets and servicing
liabilities are based on a valuation model that calculates the present value of estimated net
future cash flows related to contractually specified servicing fees. The valuation model
incorporates assumptions that market participants would use in estimating future cash flows. The
valuation model inputs and results are compared to widely available published industry data for
reasonableness. Since fair value measurements of servicing assets and servicing liabilities use
significant unobservable inputs, we classify them as Level 3.
9
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
Other Intangible Assets Other intangible assets consist 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. Since fair value measurements of
other intangible assets use significant unobservable inputs, we classify them, which are subject to
non-recurring fair value adjustments, as Level 3.
Stock Warrants The fair value of stock warrants was determined by the Black-Scholes option
pricing model. The expected stock volatility is based on historical volatility of our common stock
over the expected term of the warrants. The expected life assumption is commensurate with the
contract term. The dividend yield of zero is determined by the fact that we have no present
intention to pay cash dividends. The risk free rate used for the warrant is equal to the zero
coupon rate in effect at the time of the grant. As such, we classify them, which are subject to
non-recurring fair value adjustments, as Level 3.
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. |
Fair value is used on a recurring basis for certain assets and liabilities in which fair value
is the primary basis of accounting. Additionally, fair value is used on a non-recurring basis to
evaluate assets or liabilities for impairment or for disclosure purposes in accordance with ASC
825, Financial Instruments.
We record investment securities available for sale at fair value on a recurring basis. Certain
other assets, such as loans held for sale, mortgage servicing assets, impaired loans, other real
estate owned, and other intangible assets, are recorded at fair value on a non-recurring basis.
Non-recurring fair value measurements typically involve assets that are periodically evaluated for
impairment and for which any impairment is recorded in the period in which the re-measurement is
performed.
10
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
We recognize transfers of assets between levels at the end of each respective quarterly
reporting period. However, there were no transfers of assets between Level 1 and Level 2 of the
fair value hierarchy for the three and six months ended June 30, 2011.
As of June 30, 2011 and December 31, 2010, assets and liabilities measured at fair value on a
recurring basis are as follows:
Level 1 | Level 2 | Level 3 | ||||||||||||||
Significant | ||||||||||||||||
Observable | ||||||||||||||||
Inputs With | ||||||||||||||||
Quoted Prices in | No Active | Balance as of | ||||||||||||||
Active Markets | Market With | Significant | June 30, | |||||||||||||
for Identical | Identical | Unobservable | 2011 and December | |||||||||||||
Assets | Characteristics | Inputs | 31, 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2011 |
||||||||||||||||
ASSETS: |
||||||||||||||||
Debt Securities Available for Sale: |
||||||||||||||||
Collateralized Mortgage Obligations |
$ | | $ | 125,929 | $ | | $ | 125,929 | ||||||||
U.S. Government Agency Securities |
106,325 | | | 106,325 | ||||||||||||
Residential Mortgage-Backed Securities |
| 117,777 | | 117,777 | ||||||||||||
Corporate Bonds |
| 20,385 | | 20,385 | ||||||||||||
Municipal Bonds |
| 9,256 | | 9,256 | ||||||||||||
Asset-Backed Securities |
| 6,799 | | 6,799 | ||||||||||||
Other Securities |
| 3,281 | | 3,281 | ||||||||||||
Total Debt Securities Available for Sale |
$ | 106,325 | $ | 283,427 | $ | | $ | 389,752 | ||||||||
Equity Securities Available for Sale: |
||||||||||||||||
Financial Services Industry |
$ | 460 | | | $ | 460 | ||||||||||
Total Equity Securities Available for Sale |
$ | 460 | $ | | $ | | $ | 460 | ||||||||
Total Securities Available for Sale |
$ | 106,785 | $ | 283,427 | $ | | $ | 390,212 | ||||||||
LIABILITIES: |
||||||||||||||||
Stock Warrants |
$ | | $ | | $ | 1,289 | $ | 1,289 | ||||||||
December 31, 2010 |
||||||||||||||||
ASSETS: |
||||||||||||||||
Debt Securities Available for Sale: |
||||||||||||||||
Collateralized Mortgage Obligations |
$ | | $ | 137,193 | $ | | $ | 137,193 | ||||||||
U.S. Government Agency Securities |
113,334 | | | 113,334 | ||||||||||||
Residential Mortgage-Backed Securities |
| 109,842 | | 109,842 | ||||||||||||
Municipal Bonds |
| 21,028 | | 21,028 | ||||||||||||
Corporate Bonds |
| 20,205 | | 20,205 | ||||||||||||
Asset-Backed Securities |
| 7,384 | | 7,384 | ||||||||||||
Other Securities |
| 3,259 | | 3,259 | ||||||||||||
Total Debt Securities Available for Sale |
$ | 113,334 | $ | 298,911 | $ | | $ | 412,245 | ||||||||
Equity Securities Available for Sale: |
||||||||||||||||
Financial Services Industry |
$ | 873 | | | $ | 873 | ||||||||||
Total Equity Securities Available for Sale |
$ | 873 | $ | | $ | | $ | 873 | ||||||||
Total Securities Available for Sale |
$ | 114,207 | $ | 298,911 | $ | | $ | 413,118 | ||||||||
LIABILITIES: |
||||||||||||||||
Stock Warrants |
$ | | $ | | $ | 1,600 | $ | 1,600 |
11
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
The table below presents a reconciliation and income statement classification of gains and
losses for all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the three and six months ended June 30, 2011:
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 | |||||||||||||||||||
March 31, | Issuances and | Gains or Losses | Comprehensive | In and/or Out | June 30, | |||||||||||||||||||
2011 | Settlements | in Earnings | Income | of Level 3 | 2011 | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||
Stock Warrants(1) |
$ | 1,614 | $ | | $ | 325 | $ | | $ | | $ | 1,289 |
Realized and | ||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||
Beginning | Realized and | Gains or Losses | Ending | |||||||||||||||||||||
Balance as of | Purchases, | Unrealized | in Other | Transfers | Balance as of | |||||||||||||||||||
December 31, | Issuances and | Gains or Losses | Comprehensive | In and/or Out | June 30, | |||||||||||||||||||
2010 | Settlements | in Earnings | Income | of Level 3 | 2011 | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||
Stock Warrants(1) |
$ | 1,600 | $ | | $ | 311 | $ | | $ | | $ | 1,289 |
(1) | Reflects warrants for our common stock issued to Cappello Capital Corp. in connection with services it provided to us as a placement agent in connection with our best efforts public offering and as our financial adviser in connection with our completed rights offering. The warrants were immediately exercisable when issued at an exercise price of $1.20 per share and expire on October 14, 2015. See Note 8 Stockholders Equity for more details. |
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
For the three and six months ended June 30, 2011 and 2010, assets and liabilities measured at
fair value on a non-recurring basis are as follows:
Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Quoted Prices in | Significant Observable Inputs With No Active |
Losses During The | Losses During The | ||||||||||||||||||
Active Markets | Market With | Significant | Three Months Ended | Six Months Ended | |||||||||||||||||
for Identical | Identical | Unobservable | June 30, | June 30, | |||||||||||||||||
Assets | Characteristics | Inputs | 2011 and 2010 | 2011 and 2010 | |||||||||||||||||
June 30, 2011 |
|||||||||||||||||||||
ASSETS: |
|||||||||||||||||||||
Non-Performing Loans
Held for Sale |
$ | | $ | | $ | 18,683 | (1) | $ | 682 | $ | 9,462 | ||||||||||
Impaired Loans |
$ | | $ | | $ | 178,090 | (2) | $ | 14,314 | $ | 23,940 | ||||||||||
Other Real Estate Owned |
$ | | $ | | $ | 1,298 | (3) | $ | 203 | $ | 770 | ||||||||||
June 30, 2010 |
|||||||||||||||||||||
ASSETS: |
|||||||||||||||||||||
Non-Performing Loans
Held for Sale |
$ | | $ | | $ | 23,663 | (4) | $ | 5,337 | $ | 7,053 | ||||||||||
Impaired Loans |
$ | | $ | | $ | 168,184 | (5) | $ | 19,857 | $ | 48,696 | ||||||||||
Other Real Estate Owned |
$ | | $ | | $ | 22,499 | (6) | $ | 966 | $ | 5,912 |
(1) | Includes commercial property loans of $418,000, commercial term loans of $12.0 million, SBA loans of $6.0 million and residential property loans of $266,000. | |
(2) | Includes real estate loans of $73.7 million, commercial and industrial loans of $103.7 million, and consumer loans of $732,000 . | |
(3) | Includes properties from the foreclosure of commercial property loans of $308,000 and SBA loans of $990,000. | |
(4) | Includes commercial term loans of $8.8 million and commercial property loans of $14.9 million. | |
(5) | Includes real estate loans of $43.7 million, commercial and industrial loans of $124.1 million, and consumer loans of $388,000. | |
(6) | Includes properties from the foreclosure of real estate loans of $19.4 million, and commercial and industrial loans of $3.1 million. |
12
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
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 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.
13
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
The estimated fair values of financial instruments were as follows:
June 30, 2011 | December 31, 2010 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
or Contract | Fair | or Contract | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and Cash Equivalents |
$ | 198,923 | $ | 198,923 | $ | 249,720 | $ | 249,720 | ||||||||
Investment Securities Held to Maturity |
833 | 835 | 845 | 847 | ||||||||||||
Investment Securities Available for Sale |
390,212 | 390,212 | 413,118 | 413,118 | ||||||||||||
Loans Receivable, Net of Allowance for Loan Losses |
1,959,564 | 1,943,118 | 2,084,447 | 2,025,368 | ||||||||||||
Loans Held for Sale |
44,105 | 44,105 | 36,620 | 36,620 | ||||||||||||
Accrued Interest Receivable |
7,512 | 7,512 | 8,048 | 8,048 | ||||||||||||
Investment in Federal Home Loan Bank Stock |
25,076 | 25,076 | 27,282 | 27,282 | ||||||||||||
Investment in Federal Reserve Bank Stock |
7,489 | 7,489 | 7,449 | 7,449 | ||||||||||||
Financial Liabilities: |
||||||||||||||||
Noninterest-Bearing Deposits |
600,812 | 600,812 | 546,815 | 546,815 | ||||||||||||
Interest-Bearing Deposits |
1,797,563 | 1,807,148 | 1,919,906 | 1,927,314 | ||||||||||||
Borrowings |
86,919 | 87,017 | 237,626 | 233,077 | ||||||||||||
Accrued Interest Payable |
14,226 | 14,226 | 15,966 | 15,966 | ||||||||||||
Off-Balance Sheet Items: |
||||||||||||||||
Commitments to Extend Credit |
167,018 | 100 | 178,424 | 130 | ||||||||||||
Standby Letters of Credit |
14,771 | 36 | 15,226 | 50 |
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 For short-term instruments, including cash and due from banks,
and interest bearing deposits with banks, the carrying amount is a reasonable estimate of fair
value.
Investment Securities Fair values for investment securities are based on quoted market
prices when available or through the use of market prices obtained from independent securities
brokers or dealers, when market quotes are not readily accessible or available.
Loans Receivable, Net of Allowance for Loan Losses Fair values for loans receivable are
estimated based on the discounted cash flow approach. The discount rate is 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.
Loans Held for Sale For loans held for sale, the carrying value approximates fair value.
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.
Noninterest-Bearing Deposits The fair value of noninterest-bearing deposits is equal to the
amount payable on demand at the reporting date.
14
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 3 FAIR VALUE MEASUREMENTS (Continued)
Interest-Bearing Deposits The fair value of interest-bearing deposits, such as savings
accounts, money market checking, and certificates of deposit, is estimated based on the discounted
value of contractual cash flows. The cash flows for non-maturity deposits, including savings
accounts and money market checking, are estimated based on their historical decaying experiences.
The discount rates used for fair valuation are based on interest rates currently being offered by
the Bank on comparable deposits as to amount and term.
Borrowings Borrowings consist of Federal Home Loan Bank (FHLB) advances, junior
subordinated debentures and other borrowings. Discounted cash flows are used to value borrowings.
Accrued Interest Payable The carrying amount of accrued interest payable approximates its
fair value.
Stock Warrants The fair value of stock warrants is determined by the Black-Scholes option
pricing model. The expected stock volatility is based on historical volatility of our common stock
over expected term of the warrants. The expected life assumption is commensurate with the contract
term. The dividend yield of zero is determined by the fact that we have no present intention to pay
cash dividends. The risk free rate used for the warrant is equal to the zero coupon rate in effect
at the time of the grant.
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.
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) | ||||||||||||||||
June 30, 2011: |
||||||||||||||||
Municipal Bonds |
$ | 697 | $ | | $ | | $ | 697 | ||||||||
Mortgage-Backed Securities (1) |
136 | 2 | | 138 | ||||||||||||
$ | 833 | $ | 2 | $ | | $ | 835 | |||||||||
December 31, 2010: |
||||||||||||||||
Municipal Bonds |
$ | 696 | $ | | $ | | $ | 696 | ||||||||
Mortgage-Backed Securities (1) |
149 | 2 | | 151 | ||||||||||||
$ | 845 | $ | 2 | $ | | $ | 847 | |||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. |
15
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 4 INVESTMENT SECURITIES (Continued)
The following is a summary of investment securities available for sale:
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gain | Loss | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2011: |
||||||||||||||||
Collateralized Mortgage Obligations (1) |
$ | 124,940 | $ | 1,114 | $ | 125 | $ | 125,929 | ||||||||
Mortgage-Backed Securities (1) |
115,019 | 2,793 | 35 | 117,777 | ||||||||||||
U.S. Government Agency Securities |
106,162 | 260 | 97 | 106,325 | ||||||||||||
Corporate Bonds |
20,454 | 23 | 92 | 20,385 | ||||||||||||
Municipal Bonds |
9,296 | 80 | 120 | 9,256 | ||||||||||||
Asset-Backed Securities (2) |
6,476 | 323 | | 6,799 | ||||||||||||
Other Securities |
3,305 | 17 | 41 | 3,281 | ||||||||||||
Equity Securities (3) |
647 | | 187 | 460 | ||||||||||||
$ | 386,299 | $ | 4,610 | $ | 697 | $ | 390,212 | |||||||||
December 31, 2010: |
||||||||||||||||
Collateralized Mortgage Obligations (1) |
$ | 139,053 | $ | 470 | $ | 2,330 | $ | 137,193 | ||||||||
U.S. Government Agency Securities |
114,066 | 98 | 830 | 113,334 | ||||||||||||
Mortgage-Backed Securities (1) |
108,436 | 2,137 | 731 | 109,842 | ||||||||||||
Municipal Bonds |
22,420 | 48 | 1,440 | 21,028 | ||||||||||||
Corporate Bonds |
20,449 | 13 | 257 | 20,205 | ||||||||||||
Asset-Backed Securities (2) |
7,115 | 269 | | 7,384 | ||||||||||||
Other Securities |
3,305 | | 46 | 3,259 | ||||||||||||
Equity Securities (3) |
647 | 226 | | 873 | ||||||||||||
$ | 415,491 | $ | 3,261 | $ | 5,634 | $ | 413,118 | |||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. | |
(2) | Collaterized debentures of small business investment companies and state and local development companies, and guaranteed by SBA. | |
(3) | Balances presented for amortized cost, representing two equity securities, were net of an OTTI charge of $790,000, which was related to a credit loss, as of December 31, 2010. We recorded an OTTI charge of $790,000 to write down the value of one equity investment to its fair value during the year ended December 31, 2010. |
The amortized cost and estimated fair value of investment securities at June 30, 2011, by
contractual maturity, are shown below. Although collateralized mortgage obligations,
mortgage-backed securities and asset-backed securities have contractual maturities through 2041,
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 |
103,279 | 103,360 | 697 | 697 | ||||||||||||
Over Five Years Through Ten Years |
32,191 | 32,199 | | | ||||||||||||
Over Ten Years |
3,747 | 3,688 | | | ||||||||||||
Collateralized Mortgage Obligations |
124,940 | 125,929 | | | ||||||||||||
Mortgage-Backed Securities |
115,019 | 117,777 | 136 | 138 | ||||||||||||
Asset-Backed Securities |
6,476 | 6,799 | | | ||||||||||||
Equity Securities |
647 | 460 | | | ||||||||||||
$ | 386,299 | $ | 390,212 | $ | 833 | $ | 835 | |||||||||
In accordance with FASB ASC 320, Investments Debt and Equity Securities, amended
current other-than-temporary impairment (OTTI) guidance, we periodically evaluate our investments
for OTTI. For the three and six months ended June 30, 2011 and 2010, there were no OTTI charges
recorded in earnings.
16
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 4 INVESTMENT SECURITIES (Continued)
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 June 30, 2011 and December 31, 2010:
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) | ||||||||||||||||||||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 35 | $ | 4,744 | 1 | $ | | $ | | | $ | 35 | $ | 4,744 | 1 | |||||||||||||||||||||
Collateralized Mortgage
Obligations |
125 | 29,630 | 8 | | | | 125 | 29,630 | 8 | |||||||||||||||||||||||||||
Municipal Bonds |
59 | 2,827 | 5 | 61 | 2,323 | 2 | 120 | 5,150 | 7 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
97 | 26,903 | 7 | | | | 97 | 26,903 | 7 | |||||||||||||||||||||||||||
Equity Securities |
187 | 460 | 2 | | | | 187 | 460 | 2 | |||||||||||||||||||||||||||
Other Securities |
| | | 41 | 958 | 1 | 41 | 958 | 1 | |||||||||||||||||||||||||||
Corporate Bonds |
74 | 12,895 | 3 | 18 | 2,982 | 1 | 92 | 15,877 | 4 | |||||||||||||||||||||||||||
$ | 577 | $ | 77,459 | 26 | $ | 120 | $ | 6,263 | 4 | $ | 697 | $ | 83,722 | 30 | ||||||||||||||||||||||
December 31, 2010: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 731 | $ | 62,738 | 16 | $ | | $ | | | $ | 731 | $ | 62,738 | 16 | |||||||||||||||||||||
Collateralized Mortgage
Obligations |
2,330 | 99,993 | 20 | | | | 2,330 | 99,993 | 20 | |||||||||||||||||||||||||||
Municipal Bonds |
1,440 | 16,907 | 11 | | | | 1,440 | 16,907 | 11 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
830 | 69,266 | 14 | | | | 830 | 69,266 | 14 | |||||||||||||||||||||||||||
Other Securities |
3 | 1,997 | 2 | 43 | 957 | 1 | 46 | 2,954 | 3 | |||||||||||||||||||||||||||
Corporate Bonds |
257 | 17,210 | 5 | | | | 257 | 17,210 | 5 | |||||||||||||||||||||||||||
$ | 5,591 | $ | 268,111 | 68 | $ | 43 | $ | 957 | 1 | $ | 5,634 | $ | 269,068 | 69 | ||||||||||||||||||||||
All individual securities that have been in a continuous unrealized loss position for 12
months or longer as of June 30, 2011 and December 31, 2010 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 June 30, 2011. These securities have fluctuated in value since their purchase
dates as market interest rates have fluctuated.
The unrealized losses on investments in U.S. agencies securities were caused by changes in
market interest rates or the widening of market spreads subsequent to the purchase of these
securities. The contractual terms of these investments do not permit the issuer to settle the
securities at a price less than par. Because the Bank does not intend to sell the securities in
this class and it is not likely that the Bank will be required to sell these securities before
recovery of their amortized cost basis, which may include holding each security until contractual
maturity, the unrealized losses on these investments are not considered other-than-temporarily
impaired.
The unrealized losses on obligations of political subdivisions were caused by changes in
market interest rates or the widening of market spreads subsequent to the initial purchase of these
securities. Management monitors published credit ratings of these securities and no adverse
ratings changes have occurred since the date of purchase of obligations of political subdivisions
which are in an unrealized loss position as of June 30, 2011. Because the decline in fair value is
attributable to changes in interest rates or widening market spreads and not credit quality, and
because the Bank does not intend to sell the securities in this class and it is not likely that the
Bank will be required to sell these securities before recovery of their amortized cost basis, which
may include holding each security until maturity, the unrealized losses on these investments are
not considered other-than-temporarily impaired.
Of the residential mortgage-backed securities and collateralized mortgage obligations
portfolio in an unrealized loss position at June 30, 2011, all of them are issued and guaranteed by
U.S. government sponsored entities.
17
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 4 INVESTMENT SECURITIES (Continued)
The unrealized losses on residential mortgage-backed securities and collateralized mortgage
obligations were caused by changes in market interest rates or the widening of market spreads
subsequent to the initial purchase of these securities, and not by concerns regarding the
underlying credit of the issuers or the underlying collateral. It is expected that these
securities will not be settled at a price less than the amortized cost of each investment. Because
the decline in fair value is attributable to changes in interest rates or widening market spreads
and not credit quality, and because the Bank does not intend to sell the securities in this class
and it is not likely that the Bank will be required to sell these securities before recovery of
their amortized cost basis, which may include holding each security until contractual maturity, the
unrealized losses on these investments are not considered other-than-temporarily impaired.
FASB ASC 320 requires other-than-temporarily impaired investment securities to be written 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. 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 June 30, 2011 and December 31, 2010 are not other-than-temporarily impaired,
and therefore, no impairment charges as of June 30, 2011 and December 31, 2010 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 | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
Gross Realized Gains on Sales of Investment Securities |
$ | 969 | $ | | $ | 969 | $ | 210 | ||||||||
Gross Realized Losses on Sales of Investment Securities |
(1,039 | ) | | (1,039 | ) | (105 | ) | |||||||||
Net Realized Gains on Sales of Investment Securities |
$ | (70 | ) | $ | | $ | (70 | ) | $ | 105 | ||||||
Proceeds from Sales of Investment Securities |
$ | 157,777 | $ | | $ | 157,777 | $ | 3,252 | ||||||||
Tax Expense on Sales of Investment Securities |
$ | | $ | | $ | | $ | 45 |
For the three months ended June 30, 2011, $6.2 million ($3.6 million, net of income
taxes) of net unrealized gains arose during the period and was included in comprehensive income,
and we recognized a $70,000 loss in earnings resulting from the sale of investment securities that
had previously recorded net unrealized losses of $1.3 million in comprehensive income. For the
three months ended June 30, 2010, $1.9 million ($1.1 million, net of income taxes) of net
unrealized gains arose during the period and was included in comprehensive income. For the six
months ended June 30, 2011, $6.3 million ($3.6 million, net of income taxes) of net unrealized
gains arose during the period and was included in comprehensive income, and we recognized a $70,000
loss in earnings resulting from the sale of investment securities that had previously recorded net
unrealized losses of $1.5 million in comprehensive income. For the six months ended June 30, 2010,
$2.9 million ($1.7 million, net of income taxes) of net unrealized gains arose during the period
and was included in comprehensive income, and we recognized a $105,000 gain in earnings resulting
from the sale of investment securities that had previously recorded net unrealized gains of $99,000
in comprehensive income.
Investment securities available for sale with carrying values of $66.2 million and $118.0
million as of June 30, 2011 and December 31, 2010, respectively, were pledged to secure FHLB
advances, public deposits and for other purposes as required or permitted by law.
18
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS
The Board of Directors and management review and approve the Banks loan policy and procedures
on a regular basis to reflect issues such as regulatory and organizational structure change,
strategic planning revisions, concentrations of credit, loan delinquencies and non-performing
loans, problem loans, and policy adjustments.
Real estate loans are subject to loans secured by liens or interest in real estate, to provide
purchase, construction, and refinance on real estate properties. Commercial and industrial loans
consist of commercial term loans, commercial lines of credit, and SBA loans. Consumer loans consist
of auto loans, credit cards, personal loans, and home equity lines of credit. We maintain
management loan review and monitoring departments that review and monitor pass graded loans as well
as problem loans to prevent further deterioration.
Concentrations of Credit: The majority of the Banks loan portfolio consists of commercial
real estate loans and commercial and industrial loans. The Bank has been diversifying and
monitoring commercial real estate loans based on property types, tightening underwriting standards,
and portfolio liquidity and management, and has not exceeded certain specified limits set forth in
the Banks loan policy. Most of the Banks lending activity occurs within Southern California.
Loans Receivable
Loans receivable consisted of the following as of the dates indicated:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Real Estate Loans: |
||||||||
Commercial Property |
$ | 688,842 | $ | 729,222 | ||||
Construction |
40,684 | 60,995 | ||||||
Residential Property |
58,059 | 62,645 | ||||||
Total Real Estate Loans |
787,585 | 852,862 | ||||||
Commercial and Industrial Loans: (1) |
||||||||
Commercial Term |
1,032,274 | 1,118,999 | ||||||
SBA |
105,049 | 105,688 | ||||||
Commercial Lines of Credit |
50,636 | 59,056 | ||||||
International |
46,560 | 44,167 | ||||||
Total Commercial and Industrial Loans |
1,234,519 | 1,327,910 | ||||||
Consumer Loans |
46,500 | 50,300 | ||||||
Total Gross Loans |
2,068,604 | 2,231,072 | ||||||
Allowance for Loans Losses |
(109,029 | ) | (146,059 | ) | ||||
Deferred Loan Fees |
(11 | ) | (566 | ) | ||||
Loans Receivable, Net |
$ | 1,959,564 | $ | 2,084,447 | ||||
(1) | Commercial and industrial loans include owner-occupied property loans of $846.5 million and $894.8 million as of June 30, 2011 and December 31, 2010, respectively. |
Accrued interest on loans receivable amounted to $6.0 million and $6.5 million at June
30, 2011 and December 31, 2010, respectively. At June 30, 2011 and December 31, 2010, loans
receivable totaling $904.5 million and $1.03 billion,
respectively, was pledged to secure borrowings from the FHLB
and the Fed Discount Window.
The following table details the information on the purchases, sales and reclassification of
loans receivable to loans held for sale by portfolio segment for the three months ended June 30,
2011 and 2010.
19
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
Commercial | ||||||||||||||||
Real Estate | and Industrial | Consumer | Total | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
June 30, 2011 |
||||||||||||||||
Loans Held for Sale: |
||||||||||||||||
Beginning Balance |
$ | 3,513 | $ | 44,136 | $ | | $ | 47,649 | ||||||||
Origination of Loans Held for Sale |
| 1,771 | | 1,771 | ||||||||||||
Reclassification from Loans
Receivable to Loans Held for sale |
266 | 9,567 | | 9,833 | ||||||||||||
Sales of Loans Held for sale |
(2,664 | ) | (11,557 | ) | | (14,221 | ) | |||||||||
Principal Payoffs and Amortization |
(8 | ) | (237 | ) | | (245 | ) | |||||||||
Valuation Adjustments |
(133 | ) | (549 | ) | | (682 | ) | |||||||||
Ending Balance |
$ | 974 | $ | 43,131 | $ | | $ | 44,105 | ||||||||
June 30, 2010 |
||||||||||||||||
Loans Held for Sale: |
||||||||||||||||
Beginning Balance |
$ | | $ | 10,104 | $ | | $ | 10,104 | ||||||||
Origination of Loans Held for Sale |
| 462 | | 462 | ||||||||||||
Reclassification from Loans
Receivable to Loans Held for sale |
22,584 | 60,500 | | 83,084 | ||||||||||||
Sales of Loans Held for sale |
(7,731 | ) | (55,257 | ) | | (62,988 | ) | |||||||||
Principal Payoffs and Amortization |
| (118 | ) | | (118 | ) | ||||||||||
Valuation Adjustments |
| | | | ||||||||||||
Ending Balance |
$ | 14,853 | $ | 15,691 | $ | | $ | 30,544 | ||||||||
For the three months ended June 30, 2011, loans receivable of $9.8 million were
reclassified as loans held for sale, and loans held for sale of $14.2 million were sold. For the
same period ended June 30, 2010, loans receivable of $83.1 million were reclassified as loans held
for sale, and loans held for sale of $63.0 million were sold.
The net proceeds from the sale of non-performing loans were $18.0 million and $57.4 million for the three months ended June 30, 2011
and 2010, respectively.
There were no purchases of loans
receivable for the three months ended June 30, 2011 and 2010.
The following table details the information on the purchases, sales and reclassification of
loans receivable to loans held for sale by portfolio segment for the six months ended June 30, 2011
and 2010.
Commercial | ||||||||||||||||
Real Estate | and Industrial | Consumer | Total | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
June 30, 2011 |
||||||||||||||||
Loans Held for Sale: |
||||||||||||||||
Beginning Balance |
$ | 3,666 | $ | 32,954 | $ | | $ | 36,620 | ||||||||
Origination of Loans Held for Sale |
| 16,056 | | 16,056 | ||||||||||||
Reclassification from Loans
Receivable to Loans Held for sale |
18,175 | 19,631 | | 37,806 | ||||||||||||
Sales of Loans Held for sale |
(20,653 | ) | (22,140 | ) | | (42,793 | ) | |||||||||
Principal Payoffs and Amortization |
(14 | ) | (667 | ) | | (681 | ) | |||||||||
Valuation Adjustments |
(200 | ) | (2,703 | ) | | (2,903 | ) | |||||||||
Ending Balance |
$ | 974 | $ | 43,131 | $ | | $ | 44,105 | ||||||||
June 30, 2010 |
||||||||||||||||
Loans Held for Sale: |
||||||||||||||||
Beginning Balance |
$ | | $ | 5,010 | $ | | $ | 5,010 | ||||||||
Origination of Loans Held for Sale |
| 1,782 | | 1,782 | ||||||||||||
Reclassification from Loans
Receivable to Loans Held for sale |
35,401 | 66,219 | | 101,620 | ||||||||||||
Sales of Loans Held for sale |
(20,548 | ) | (57,137 | ) | | (77,685 | ) | |||||||||
Principal Payoffs and Amortization |
| (183 | ) | | (183 | ) | ||||||||||
Valuation Adjustments |
| | | | ||||||||||||
Ending Balance |
$ | 14,853 | $ | 15,691 | $ | | $ | 30,544 | ||||||||
For the six months ended June 30, 2011, loans receivable of $37.8 million were
reclassified as loans held for sale, and loans held for sale of $42.8 million were sold. For the
same period ended June 30, 2010, loans receivable of $101.6 million were reclassified as loans held
for sale and loans held for sale of $77.7 million were sold.
The net proceeds from the sale of non-performing loans were $45.9 million and $73.6 million for the six months ended
June 30, 2011 and 2010, respectively.
There were no purchases of loans
receivable for the six months ended June 30, 2011 and 2010.
20
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
Activity in the allowance for loan losses and off-balance sheet items was as follows for the
periods indicated:
As of and for the | As of and for the | |||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
2011 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Balance at Beginning of Period |
$ | 125,780 | $ | 146,059 | $ | 177,820 | $ | 146,059 | $ | 144,996 | ||||||||||
Actual Charge-Offs |
(20,652 | ) | (25,181 | ) | (40,718 | ) | (45,833 | ) | (70,832 | ) | ||||||||||
Recoveries on Loans Previously Charged Off |
4,151 | 3,626 | 1,772 | 7,777 | 5,493 | |||||||||||||||
Net Loan Charge-Offs |
(16,501 | ) | (21,555 | ) | (38,946 | ) | (38,056 | ) | (65,339 | ) | ||||||||||
Provision Charged to Operating Expenses |
(250 | ) | 1,276 | 37,793 | 1,026 | 97,010 | ||||||||||||||
Balance at End of Period |
$ | 109,029 | $ | 125,780 | $ | 176,667 | $ | 109,029 | $ | 176,667 | ||||||||||
Allowance for Off-Balance Sheet Items: |
||||||||||||||||||||
Balance at Beginning of Period |
$ | 2,141 | $ | 3,417 | $ | 2,655 | $ | 3,417 | $ | 3,876 | ||||||||||
Provision Charged to Operating Expenses |
250 | (1,276 | ) | (293 | ) | (1,026 | ) | (1,514 | ) | |||||||||||
Balance at End of Period |
$ | 2,391 | $ | 2,141 | $ | 2,362 | $ | 2,391 | $ | 2,362 | ||||||||||
The following table details the information on the allowance for loan losses by portfolio
segment for the three months ended June 30, 2011 and 2010.
Commercial | ||||||||||||||||||||
Real Estate | and Industrial | Consumer | Unallocated | Total | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
June 30, 2011 |
||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Beginning Balance |
$ | 25,884 | $ | 93,878 | $ | 1,732 | $ | 4,286 | $ | 125,780 | ||||||||||
Charge-Offs |
5,591 | 14,741 | 320 | | 20,652 | |||||||||||||||
Recoveries on Loans Previously Charged Off |
2,223 | 1,915 | 13 | | 4,151 | |||||||||||||||
Provision |
1,599 | 1,793 | 162 | (3,804 | ) | (250 | ) | |||||||||||||
Ending Balance |
$ | 24,115 | $ | 82,845 | $ | 1,587 | $ | 482 | $ | 109,029 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 3,324 | $ | 26,149 | $ | 223 | $ | | $ | 29,696 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 20,791 | $ | 56,696 | $ | 1,364 | $ | 482 | $ | 79,333 | ||||||||||
Loans Receivable: |
||||||||||||||||||||
Ending Balance |
$ | 787,585 | $ | 1,234,519 | $ | 46,500 | $ | | $ | 2,068,604 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 78,065 | $ | 114,560 | $ | 870 | $ | | $ | 193,495 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 709,520 | $ | 1,119,959 | $ | 45,630 | $ | | $ | 1,875,109 | ||||||||||
June 30, 2010 |
||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Beginning Balance |
$ | 31,597 | $ | 143,994 | $ | 2,229 | $ | | $ | 177,820 | ||||||||||
Charge-Offs |
12,412 | 27,951 | 355 | | 40,718 | |||||||||||||||
Recoveries on Loans Previously Charged Off |
162 | 1,530 | 80 | | 1,772 | |||||||||||||||
Provision |
12,698 | 22,931 | 244 | 1,920 | 37,793 | |||||||||||||||
Ending Balance |
$ | 32,045 | $ | 140,504 | $ | 2,198 | $ | 1,920 | $ | 176,667 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 3,963 | $ | 24,495 | $ | 23 | $ | | $ | 28,481 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 28,082 | $ | 116,009 | $ | 2,175 | $ | 1,920 | $ | 148,186 | ||||||||||
Loans Receivable: |
||||||||||||||||||||
Ending Balance |
$ | 913,966 | $ | 1,503,948 | $ | 55,790 | $ | | $ | 2,473,704 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 100,854 | $ | 161,138 | $ | 388 | $ | | $ | 262,380 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 813,112 | $ | 1,342,810 | $ | 55,402 | $ | | $ | 2,211,324 | ||||||||||
21
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following table details the information on the allowance for loan losses by portfolio
segment for the six months ended June 30, 2011 and 2010.
Commercial | ||||||||||||||||||||
Real Estate | and Industrial | Consumer | Unallocated | Total | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
June 30, 2011 |
||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Beginning Balance |
$ | 32,766 | $ | 108,986 | $ | 2,079 | $ | 2,228 | $ | 146,059 | ||||||||||
Charge-Offs |
12,644 | 32,693 | 496 | | 45,833 | |||||||||||||||
Recoveries on Loans Previously Charged Off |
2,744 | 5,011 | 22 | | 7,777 | |||||||||||||||
Provision |
1,249 | 1,541 | (18 | ) | (1,746 | ) | 1,026 | |||||||||||||
Ending Balance |
$ | 24,115 | $ | 82,845 | $ | 1,587 | $ | 482 | $ | 109,029 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 3,324 | $ | 26,149 | $ | 223 | $ | | $ | 29,696 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 20,791 | $ | 56,696 | $ | 1,364 | $ | 482 | $ | 79,333 | ||||||||||
Loans Receivable: |
||||||||||||||||||||
Ending Balance |
$ | 787,585 | $ | 1,234,519 | $ | 46,500 | $ | | $ | 2,068,604 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 78,065 | $ | 114,560 | $ | 870 | $ | | $ | 193,495 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 709,520 | $ | 1,119,959 | $ | 45,630 | $ | | $ | 1,875,109 | ||||||||||
June 30, 2010 |
||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Beginning Balance |
$ | 30,081 | $ | 112,225 | $ | 2,690 | $ | | $ | 144,996 | ||||||||||
Charge-Offs |
17,817 | 52,037 | 978 | | 70,832 | |||||||||||||||
Recoveries on Loans Previously Charged Off |
1,865 | 3,507 | 121 | | 5,493 | |||||||||||||||
Provision |
17,916 | 76,809 | 365 | 1,920 | 97,010 | |||||||||||||||
Ending Balance |
$ | 32,045 | $ | 140,504 | $ | 2,198 | $ | 1,920 | $ | 176,667 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 3,963 | $ | 24,495 | $ | 23 | $ | | $ | 28,481 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 28,082 | $ | 116,009 | $ | 2,175 | $ | 1,920 | $ | 148,186 | ||||||||||
Loans Receivable: |
||||||||||||||||||||
Ending Balance |
$ | 913,966 | $ | 1,503,948 | $ | 55,790 | $ | | $ | 2,473,704 | ||||||||||
Ending Balance: Individually Evaluated for Impairment |
$ | 100,854 | $ | 161,138 | $ | 388 | $ | | $ | 262,380 | ||||||||||
Ending Balance: Collectively Evaluated for Impairment |
$ | 813,112 | $ | 1,342,810 | $ | 55,402 | $ | | $ | 2,211,324 | ||||||||||
Credit Quality Indicators
As part of the on-going monitoring of the credit quality of our loan portfolio, we utilize an
internal loan grading system to identify credit risk and assign an appropriate grade (from 0 to 8)
for each and every loan in our loan portfolio.
Pass-grade (0 to 4) loans are reviewed for reclassification on an annual basis, while
criticized (5) and classified (6 and 7) loans are reviewed semi-annually. Additional adjustments
are made when determined to be necessary. The loan grade definitions are as follows:
Pass: These loans, risk rated 0 to 4, are in compliance in all respects with the Banks credit
policy and regulatory requirements, and do not exhibit any potential for defined weaknesses as
defined under Special Mention (5), Substandard (6) or Doubtful (7). This is the strongest
level of the Banks loan grading system. It incorporates all performing loans with no credit
weaknesses. It includes cash and stock/security secured loans or other investment grade loans.
Following are sub categories within the Pass grade:
Pass 0: Secured in full by cash or cash equivalents.
Pass 1: A very strong, well-structured credit relationship with an established borrower.
22
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The relationship should be supported by audited financial statements indicating cash flow,
well in excess of debt service requirements, excellent liquidity, and very strong capital.
Pass 2: These loans require a well-structured credit that may not be as seasoned or as high
quality as grade 1. Capital, liquidity, debt service capacity, and collateral coverage must
all be well above average. This category includes individuals with substantial net worth
supported by liquid assets and strong income.
Pass 3: Loans or commitments to borrowers exhibiting a fully acceptable credit risk. These
borrowers should have sound balance sheet proportions and significant cash flow coverage,
although they may be somewhat more leveraged and exhibit greater fluctuations in earning and
financing but generally would be considered very attractive to the Bank as a borrower. The
borrower has historically demonstrated the ability to manage economic adversity. Real estate
and asset-based loans which are designated this grade must have characteristics that place
them well above the minimum underwriting requirements. Asset-based borrowers assigned this
grade must exhibit extremely favorable leverage and cash flow characteristics and
consistently demonstrate a high level of unused borrowing capacity
Pass 4: Loans or commitments to borrowers exhibiting either somewhat weaker balance sheet
proportions or positive, but inconsistent, cash flow coverage. These borrowers may exhibit
somewhat greater credit risk, and as a result of this, the Bank may have secured its
exposure in an effort to mitigate the risk. If so, the collateral taken should provide an
unquestionable ability to repay the indebtedness in full through liquidation, if necessary.
Cash flows should be adequate to cover debt service and fixed obligations, although there
may be a question about the borrowers ability to provide alternative sources of funds in
emergencies. Better quality real estate and asset-based borrowers who fully comply with all
underwriting standards and are performing according to projections would be assigned this
grade.
Special Mention or 5: A Special Mention credit has potential weaknesses that deserve
managements close attention, as the borrower is exhibiting deteriorating trends that, if not
corrected, could jeopardize repayment of the debt and result in a Substandard (6) grade. Credits
which have significant actual, not potential, weaknesses are assigned lower grades than this grade.
Substandard or 6: A Substandard credit has a well-defined weakness or weaknesses that
jeopardize the liquidation of the debt. A credit graded Substandard is not protected by the sound
worth and paying capacity of the borrower, or of the value and type of collateral pledged. With a
Substandard loan, there is a distinct possibility that the Bank will sustain some loss if the
weaknesses or deficiencies are not corrected.
Doubtful or 7: A Doubtful credit is one that has critical weaknesses that would make the
collection or liquidation of the full amount due improbable. However, there may be pending events
that may work to strengthen the credit, and therefore the amount or timing of a possible loss
cannot be determined at the current time.
Loss or 8: Loans classified Loss are considered uncollectible and of such little value that
their continuance as active Bank assets is not warranted. This classification does not mean that
the loan has absolutely no recovery or salvage value, but rather that the loan should be charged
off now, even though partial or full recovery may be possible in the future. Loans classified Loss
will be charged off in a timely manner.
23
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
Pass | Criticized | Classified | ||||||||||||||
(Grade 0-4) | (Grade 5) | (Grade 6-7) | Total Loans | |||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2011: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 274,428 | $ | 11,015 | $ | 33,903 | $ | 319,346 | ||||||||
Land |
3,610 | | 26,256 | 29,866 | ||||||||||||
Other |
278,636 | 20,966 | 40,028 | 339,630 | ||||||||||||
Construction |
8,529 | 14,080 | 18,075 | 40,684 | ||||||||||||
Residential Property |
54,936 | | 3,123 | 58,059 | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
113,299 | 17,597 | 55,206 | 186,102 | ||||||||||||
Secured by Real Estate |
617,367 | 72,790 | 156,015 | 846,172 | ||||||||||||
Commercial Lines of Credit |
38,580 | 8,758 | 3,298 | 50,636 | ||||||||||||
SBA |
71,024 | 580 | 33,445 | 105,049 | ||||||||||||
International |
40,698 | 312 | 5,550 | 46,560 | ||||||||||||
Consumer Loans |
43,990 | 574 | 1,936 | 46,500 | ||||||||||||
Total |
$ | 1,545,097 | $ | 146,672 | $ | 376,835 | $ | 2,068,604 | ||||||||
December 31, 2010: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 302,696 | $ | 18,507 | $ | 38,568 | $ | 359,771 | ||||||||
Land |
3,845 | | 37,353 | 41,198 | ||||||||||||
Other |
265,957 | 20,804 | 41,493 | 328,254 | ||||||||||||
Construction |
12,958 | 25,897 | 22,139 | 60,994 | ||||||||||||
Residential Property |
59,329 | | 3,315 | 62,644 | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
134,709 | 24,620 | 63,739 | 223,068 | ||||||||||||
Secured by Real Estate |
617,200 | 107,645 | 171,086 | 895,931 | ||||||||||||
Commercial Lines of Credit |
40,195 | 8,019 | 10,841 | 59,055 | ||||||||||||
SBA |
68,994 | 731 | 35,965 | 105,690 | ||||||||||||
International |
38,447 | 4,693 | 1,027 | 44,167 | ||||||||||||
Consumer Loans |
48,027 | 347 | 1,926 | 50,300 | ||||||||||||
Total |
$ | 1,592,357 | $ | 211,263 | $ | 427,452 | $ | 2,231,072 | ||||||||
24
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following is an aging analysis of past due loans, disaggregated by loan class, as of June
30, 2011 and December 31, 2010:
30-59 Days Past | 90 Days or More | Accruing 90 Days or | ||||||||||||||||||||||||||
Due | 60-89 Days Past Due | Past Due | Total Past Due | Current | Total Loans | More Past Due | ||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||||||||||
Commercial Property |
||||||||||||||||||||||||||||
Retail |
$ | | $ | | $ | | $ | | $ | 319,346 | $ | 319,346 | $ | | ||||||||||||||
Land |
| | 21,970 | 21,970 | 7,896 | 29,866 | | |||||||||||||||||||||
Other |
4,081 | | | 4,081 | 335,549 | 339,630 | | |||||||||||||||||||||
Construction |
| | 12,298 | 12,298 | 28,386 | 40,684 | | |||||||||||||||||||||
Residential Property |
1,883 | 895 | 695 | 3,473 | 54,586 | 58,059 | | |||||||||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||||||||||
Commercial Term |
||||||||||||||||||||||||||||
Unsecured |
1,874 | 759 | 1,237 | 3,870 | 182,232 | 186,102 | | |||||||||||||||||||||
Secured by Real Estate |
4,816 | 2,142 | 2,104 | 9,062 | 837,110 | 846,172 | | |||||||||||||||||||||
Commercial Lines of Credit |
| | 1,422 | 1,422 | 49,214 | 50,636 | | |||||||||||||||||||||
SBA |
3,136 | 3,740 | 9,943 | 16,819 | 88,230 | 105,049 | | |||||||||||||||||||||
International |
2,943 | 399 | | 3,342 | 43,218 | 46,560 | | |||||||||||||||||||||
Consumer Loans |
1,024 | 321 | 40 | 1,385 | 45,115 | 46,500 | | |||||||||||||||||||||
Total |
$ | 19,757 | $ | 8,256 | $ | 49,709 | $ | 77,722 | $ | 1,990,882 | $ | 2,068,604 | $ | | ||||||||||||||
December 31, 2010: |
||||||||||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||||||||||
Commercial Property |
||||||||||||||||||||||||||||
Retail |
$ | | $ | | $ | 7,857 | $ | 7,857 | $ | 351,913 | $ | 359,770 | $ | | ||||||||||||||
Land |
| | 25,725 | 25,725 | 15,471 | 41,196 | | |||||||||||||||||||||
Other |
| | 7,212 | 7,212 | 321,043 | 328,255 | | |||||||||||||||||||||
Construction |
10,409 | | 8,477 | 18,886 | 42,108 | 60,994 | | |||||||||||||||||||||
Residential Property |
522 | | 1,240 | 1,762 | 60,883 | 62,645 | | |||||||||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||||||||||
Commercial Term |
||||||||||||||||||||||||||||
Unsecured |
2,208 | 2,781 | 6,842 | 11,831 | 211,237 | 223,068 | | |||||||||||||||||||||
Secured by Real Estate |
5,111 | 3,720 | 10,530 | 19,361 | 876,570 | 895,931 | | |||||||||||||||||||||
Commercial Lines of Credit |
454 | | 1,745 | 2,199 | 56,857 | 59,056 | | |||||||||||||||||||||
SBA |
2,287 | 8,205 | 13,957 | 24,449 | 81,241 | 105,690 | | |||||||||||||||||||||
International |
| | | | 44,167 | 44,167 | | |||||||||||||||||||||
Consumer Loans |
596 | 202 | 865 | 1,663 | 48,637 | 50,300 | | |||||||||||||||||||||
Total |
$ | 21,587 | $ | 14,908 | $ | 84,450 | $ | 120,945 | $ | 2,110,127 | $ | 2,231,072 | $ | | ||||||||||||||
Impaired Loans
Loans are identified and classified as impaired when, non-accrual and principal or interest
payments have been contractually past due for 90 days or more, unless the loan is both
well-collateralized and in the process of collection; or they are classified as Troubled Debt
Restructuring (TDR) loans to offer terms not typically granted by the Bank or when current
information or events make it unlikely to collect in full according to the contractual terms of the
loan agreements; or they are classified as Substandard loans in an amount over 5% of the Banks
Tier 1 Capital; or there is a deterioration in the borrowers financial condition that raises
uncertainty as to timely collection of either principal or interest; or full payment of both
interest and principal is in doubt according to the original contractual terms.
We evaluate loan impairment in accordance with applicable GAAP.
25
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
Impaired loans are measured based on the present value of expected future cash flows
discounted at the loans effective interest rate or, as a practical 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, loans that are considered impaired are
specifically excluded from the quarterly migration analysis when determining the amount of the
allowance for loan losses required for the period.
The allowance for collateral-dependent loans is determined by calculating the difference
between the outstanding loan balance and the collateral value as determined by recent appraisals.
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.
26
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following table provides information on impaired loans, disaggregated by loan class, as of
the dates indicated:
Recorded | Unpaid Principal | With No Related | With an Allowance | Related | ||||||||||||||||
Investment | Balance | Allowance Recorded | Recorded | Allowance | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||
Commercial Property |
||||||||||||||||||||
Retail |
$ | 15,810 | $ | 16,329 | $ | 8,845 | $ | 6,963 | $ | 565 | ||||||||||
Land |
26,008 | 26,008 | 25,184 | 825 | 105 | |||||||||||||||
Other |
21,624 | 21,748 | 3,698 | 17,926 | 2,623 | |||||||||||||||
Construction |
12,298 | 12,396 | 12,298 | | | |||||||||||||||
Residential Property |
2,325 | 2,386 | 1,982 | 343 | 31 | |||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||
Commercial Term |
||||||||||||||||||||
Unsecured |
14,999 | 15,463 | 661 | 14,338 | 11,040 | |||||||||||||||
Secured by Real Estate |
83,382 | 85,570 | 41,163 | 42,219 | 9,092 | |||||||||||||||
Commercial Lines of Credit |
3,028 | 3,097 | 1,218 | 1,810 | 1,394 | |||||||||||||||
SBA |
17,780 | 19,437 | 7,340 | 10,441 | 1,380 | |||||||||||||||
International |
3,243 | 3,243 | | 3,243 | 3,243 | |||||||||||||||
Consumer Loans |
870 | 898 | 379 | 491 | 223 | |||||||||||||||
Total |
$ | 201,367 | $ | 206,575 | $ | 102,768 | $ | 98,599 | $ | 29,696 | ||||||||||
December 31, 2010: |
||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||
Commercial Property |
||||||||||||||||||||
Retail |
$ | 17,606 | $ | 18,050 | $ | 6,336 | $ | 11,270 | $ | 1,543 | ||||||||||
Land |
35,207 | 35,295 | 5,482 | 29,725 | 1,485 | |||||||||||||||
Other |
11,357 | 11,476 | 10,210 | 1,147 | 33 | |||||||||||||||
Construction |
17,691 | 17,831 | 13,992 | 3,699 | 280 | |||||||||||||||
Residential Property |
1,926 | 1,990 | 1,926 | | | |||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||
Commercial Term |
||||||||||||||||||||
Unsecured |
17,847 | 18,799 | 6,465 | 11,382 | 10,313 | |||||||||||||||
Secured by Real Estate |
80,213 | 81,395 | 35,154 | 45,059 | 11,831 | |||||||||||||||
Commercial Lines of Credit |
4,067 | 4,116 | 1,422 | 2,645 | 1,321 | |||||||||||||||
SBA |
17,715 | 18,544 | 7,112 | 10,603 | 2,122 | |||||||||||||||
International |
127 | 141 | | 127 | 127 | |||||||||||||||
Consumer Loans |
934 | 951 | 393 | 541 | 393 | |||||||||||||||
Total |
$ | 204,690 | $ | 208,588 | $ | 88,492 | $ | 116,198 | $ | 29,448 | ||||||||||
27
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following table provides information on impaired loans, disaggregated by loan class, as of
the dates indicated:
Average | Interest | Average | Interest | |||||||||||||
Recorded | Income | Recorded | Income | |||||||||||||
Investment | Recognized | Investment | Recognized | |||||||||||||
for the Three | for the Three | for the Six | for the Six | |||||||||||||
Months | Months | Months | Months | |||||||||||||
Ended | Ended(1) | Ended | Ended(1) | |||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2011: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 17,260 | $ | 26 | $ | 17,633 | $ | 51 | ||||||||
Land |
27,561 | | 29,023 | | ||||||||||||
Other |
21,849 | 60 | 21,864 | 121 | ||||||||||||
Construction |
12,535 | | 12,578 | | ||||||||||||
Residential Property |
2,371 | | 2,386 | | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
15,365 | 53 | 15,571 | 105 | ||||||||||||
Secured by Real Estate |
84,898 | 456 | 85,504 | 821 | ||||||||||||
Commercial Lines of Credit |
3,076 | 2 | 3,090 | 4 | ||||||||||||
SBA |
18,900 | 31 | 19,107 | 57 | ||||||||||||
International |
3,243 | | 2,255 | | ||||||||||||
Consumer Loans |
889 | 1 | 893 | 1 | ||||||||||||
Total |
$ | 207,947 | $ | 629 | $ | 209,904 | $ | 1,160 | ||||||||
June 30, 2010: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 17,977 | $ | | $ | 25,664 | $ | | ||||||||
Land |
43,425 | 59 | 45,164 | 114 | ||||||||||||
Other |
16,492 | 55 | 18,524 | 216 | ||||||||||||
Construction |
9,823 | | 9,823 | | ||||||||||||
Residential Property |
2,725 | | 2,784 | | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
20,289 | | 18,278 | 9 | ||||||||||||
Secured by Real Estate |
111,388 | 67 | 104,745 | 293 | ||||||||||||
Commercial Lines of Credit |
6,132 | 56 | 5,499 | 82 | ||||||||||||
SBA |
25,573 | | 26,083 | | ||||||||||||
International |
284 | | 588 | | ||||||||||||
Consumer Loans |
396 | | 531 | | ||||||||||||
Total |
$ | 254,504 | $ | 237 | $ | 257,683 | $ | 714 | ||||||||
(1) | Represents interest income recognized on impaired loans subsequent to classification as impaired. |
For the three and six months ended June 30, 2011, we recognized interest income of $0 and
$33,000, respectively, on one impaired commercial term loan secured by real estate using a
cash-basis method. For the three and six months ended June 30, 2010, we recognized interest income
of $67,000 and $204,000, respectively, on one impaired commercial term loan secured by real estate
using a cash-basis method. Except for such loan, no other interest income was recognized on
impaired loans subsequent to classification as impaired using a cash-basis method.
28
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following is a summary of interest foregone on impaired loans for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
Interest Income That Would Have Been Recognized Had
Impaired
Loans Performed in Accordance With Their Original Terms |
$ | 2,001 | $ | 3,755 | $ | 4,475 | $ | 7,030 | ||||||||
Less: Interest Income Recognized on Impaired Loans |
(629 | ) | (237 | ) | (1,160 | ) | (714 | ) | ||||||||
Interest Foregone on Impaired Loans |
$ | 1,372 | $ | 3,518 | $ | 3,315 | $ | 6,316 | ||||||||
There were no commitments to lend additional funds to borrowers whose loans are included
above.
Non-Accrual Loans
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 a loan 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 loans may be restored to accrual status when principal and interest become current and
full repayment is expected.
The following table details non-accrual loans, disaggregated by class of loan, for the periods
indicated:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Real Estate Loans: |
||||||||
Commercial Property |
||||||||
Retail |
$ | 14,335 | $ | 10,998 | ||||
Land |
25,184 | 25,725 | ||||||
Other |
3,772 | 8,953 | ||||||
Construction |
12,298 | 17,691 | ||||||
Residential Property |
1,460 | 1,926 | ||||||
Commercial and Industrial Loans: |
||||||||
Commercial Term |
||||||||
Unsecured |
10,758 | 17,065 | ||||||
Secured by Real Estate |
46,454 | 31,053 | ||||||
Commercial Lines of Credit |
2,905 | 2,798 | ||||||
SBA |
23,263 | 25,054 | ||||||
International |
3,243 | 127 | ||||||
Consumer Loans |
824 | 1,047 | ||||||
Total |
$ | 144,496 | $ | 142,437 | ||||
29
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 5 LOANS (Continued)
The following table details non-performing assets as of the dates indicated:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Non-Accrual Loans |
$ | 144,496 | $ | 142,437 | ||||
Loans 90 Days or More Past Due and Still Accruing |
| | ||||||
Total Non-Performing Loans |
144,496 | 142,437 | ||||||
Other Real Estate Owned |
1,340 | 4,089 | ||||||
Total Non-Performing Assets |
$ | 145,836 | $ | 146,526 | ||||
Troubled Debt Restructurings on Accrual Status |
$ | 19,793 | $ | 47,395 | ||||
Loans on non-accrual status, excluding non-performing loans held for sale of $22.6
million, totaled $144.5 million as of June 30, 2011, compared to $142.4 million as of December 31,
2010, representing an 1.4 percent increase. Delinquent loans (defined as 30 days or more past due),
excluding loans held for sale, were $77.7 million as of June 30, 2011, compared to $120.9 million
as of December 31, 2010, representing a 35.7 percent decrease.
As of June 30, 2011, other real estate owned consisted of five properties, primarily located
in California, with a combined net carrying value of $1.3 million. During the six months ended June
30, 2011, five properties, with a carrying value of $2.8 million, were transferred from loans
receivable to other real estate owned, and eight properties, with a carrying value of $4.4 million,
were sold and a loss of $681,000 was recognized. As of December 31, 2010, other real estate owned
consisted of eight properties with a combined net carrying value of $4.1 million.
During the six months ended June 30, 2011, we restructured monthly payments on 92 loans, with
a net carrying value of $77.4 million as of June 30, 2011, through temporary payment structure
modifications ranging from changing the amount of principal and interest due monthly to allowing
for interest only due monthly payments for six months or less. For the restructured loans on
accrual status, we believe 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, performance and collection under the revised terms is probable. As of June
30, 2011, TDR loans, excluding loans held for sale, totaled $76.0 million, all of which were
temporary interest rate reductions, and a $13.2 million reserve relating to these loans was
included in the allowance for loan losses. As of December 31, 2010, TDR loans, excluding loans
held for sale, totaled $72.2 million and the related allowance for loan losses was $10.2 million.
30
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (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 maintain a full deferred tax
asset valuation allowance as of June 30, 2011 based primarily upon the existence of a three-year
cumulative loss position. 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 June 30, 2011.
At June 30, 2011, the valuation allowance decreased to $82.7 million compared to $88.6 million
at March 31, 2011 and $92.7 million at December 31, 2010. This decrease was mainly due to a
decrease of deferred tax assets balance related to credit loss provision. We had zero balance of
net deferred tax assets as of June 30, 2011 and December 31, 2010. During the first half of 2010,
we recorded an additional valuation allowance of $37.8 million against our deferred tax assets,
resulting in $83.0 million of valuation allowance at June 30, 2010. There was $1.2 million of net
deferred tax liabilities as of June 30, 2010.
The tax expense recognized for the three and six months ended June 30, 2011 was primarily due
to an out-of-period adjustment of $605,000 and $718,000, respectively, to reserve for certain ASC
740-10(FIN 48) exposure items. During the fourth quarter of 2009, the Company recorded a tax
benefit upon electing a 5-year net operating loss carryback according to the IRS Code section IRC §
172(b)(1)(H) amended in November 2009. This out -of-period adjustment was to reinstate the
reserves that the Company released as the statute of limitations had expired in previous years. Due
to the Company filing amended tax returns as a result of the tax law revision, the Company needed
to reestablish these reserves. The tax benefit recognized during the first half of 2010 was
primarily due to the reversal of FIN 48 reserves related to lower assessment from the result of the
State of California Franchise Tax Board audit for the tax year 2005 through 2007.
NOTE 7 SHARE-BASED COMPENSATION
Share-Based Compensation Expense
The table below shows the share-based compensation expense and related tax benefits for the
periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
Share-Based Compensation Expense |
$ | 69 | $ | 280 | $ | 382 | $ | 486 | ||||||||
Related Tax Benefits |
$ | 29 | $ | 118 | $ | 161 | $ | 205 |
Unrecognized Share-Based Compensation Expense
As of June 30, 2011, unrecognized share-based compensation expense was as follows:
Unrecognized | Average Expected | |||||||
Expense | Recognition Period | |||||||
(Dollars in Thousands) | ||||||||
Stock Option Awards |
$ | 192 | 1.9 years | |||||
Restricted Stock Awards |
219 | 2.2 years | ||||||
Total Unrecognized Share-Based Compensation Expense |
$ | 411 | 2.1 years | |||||
31
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 7 SHARE-BASED COMPENSATION (Continued)
Share-Based Payment Award Activity
The table below provides stock option information for the three months ended June 30, 2011:
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 |
1,210,091 | $ | 10.58 | 5.7 years | $ | | (1) | |||||||||
Options Expired |
(17,200 | ) | $ | 16.15 | 1.1 years | |||||||||||
Options Outstanding at End of Period |
1,192,891 | $ | 10.50 | 5.5 years | $ | | (2) | |||||||||
Options Exercisable at End of Period |
927,291 | $ | 12.80 | 4.6 years | $ | | (2) |
(1) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $1.24 as of March 31, 2011, 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 $1.07 as of June 30, 2011, over the exercise price, multiplied by the number of options. |
The table below provides stock option information for the six months ended June 30, 2011:
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 |
1,066,891 | $ | 11.93 | 5.3 years | $ | | (1) | |||||||||
Options Granted |
150,000 | $ | 1.30 | 9.7 years | ||||||||||||
Options Expired |
(21,200 | ) | $ | 16.54 | 4.1 years | |||||||||||
Options Forfeited |
(2,800 | ) | $ | 18.00 | 4.8 years | |||||||||||
Options Outstanding at End of Period |
1,192,891 | $ | 10.50 | 5.5 years | $ | | (2) | |||||||||
Options Exercisable at End of Period |
927,291 | $ | 12.80 | 4.6 years | $ | | (2) |
(1) | Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $1.15 as of December 31, 2010, 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 $1.07 as of June 30, 2011, over the exercise price, multiplied by the number of options. |
There were no options exercised during the three and six months ended June 30, 2011, and
total intrinsic value of options exercised during the three and six months ended June 30, 2010 was
$14,000.
32
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 7 SHARE-BASED COMPENSATION (Continued)
Restricted Stock Awards
The table below provides restricted stock award information for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2011 | June 30, 2011 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Number | Grant Date | Number | Grant Date | |||||||||||||
of | Fair Value | of | Fair Value | |||||||||||||
Shares | Per Share | Shares | Per Share | |||||||||||||
Restricted Stock at Beginning of Period |
185,600 | $ | 1.72 | 145,600 | $ | 1.77 | ||||||||||
Restricted Stock Granted |
| $ | | 60,000 | $ | 1.30 | ||||||||||
Restricted Stock Vested |
(35,000 | ) | $ | 1.40 | (55,000 | ) | $ | 1.33 | ||||||||
Restricted Stock at End of Period |
150,600 | $ | 1.75 | 150,600 | $ | 1.75 | ||||||||||
NOTE 8 STOCKHOLDERS EQUITY
Stock Warrants
As part of the agreement executed on July 27, 2010 with Cappello Capital Corp, the placement
agent in connection with our best efforts offering and the financial advisor in connection with our
completed rights offering, we issued warrants to purchase two million shares of our common stock
for services performed. The warrants have an exercise price of $1.20 per share. According to the
agreement, the warrants vested on October 14, 2010 and are exercisable until its expiration on
October 14, 2015. The Company followed the guidance of FASB ASC Topic 815- 40, Derivatives and
Hedging Contracts in Entitys Own Stock (ASC 815- 40), which establishes a framework for
determining whether certain freestanding and embedded instruments are indexed to a companys own
stock for purposes of evaluation of the accounting for such instruments under existing accounting
literature. Under GAAP, the issuer is required to measure the fair value of the equity instruments
in the transaction as of earlier of i) the date at which a commitment for performance by the
counterparty to earn the equity instruments is reached or ii) the date at which the counterpartys
performance is complete. The fair value of the warrants at the date of issuance totaling $2.0
million was recorded as a liability and a cost of equity, which was determined by the Black-Scholes
option pricing model. The expected stock volatility is based on historical volatility of our common
stock over the expected term of the warrants. We used a weighted average expected stock volatility
of 111.46%. The expected life assumption is based on the contract term of five years. The dividend
yield of zero is based on the fact that we have no present intention to pay cash dividends. The
risk free rate of 2.07% used for the warrant is equal to the zero coupon rate in effect at the time
of the grant.
Upon re-measuring the fair value of the stock warrants at June 30, 2011, compared to $1.6
million at December 31, 2010, the fair value decreased by $311,000, which we have included in other
operating expenses for the six months ended June 30, 2011. We used a weighted average expected
stock volatility of 83.02% and a remaining contractual life of 4.3 years based on the contract
terms. We also used a dividend yield of zero as we have no present intention to pay cash dividends.
The risk free rate of 1.75% used for the warrant is equal to the zero coupon rate in effect at the
end of the measurement period.
33
Table of Contents
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 9 EARNINGS (LOSS) PER SHARE
Earnings (loss) per share (EPS) is calculated on both a basic and a diluted basis. Basic EPS
excludes dilution and is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted from the issuance of common stock that then
shared in earnings, excluding common shares in treasury. Unvested restricted stock is excluded from
the calculation of weighted-average common shares for basic EPS. For diluted EPS, weighted-average
common shares include the impact of restricted stock under the treasury method.
The following tables present a reconciliation of the components used to derive basic and
diluted EPS for the periods indicated:
2011 | 2010 | |||||||||||||||||||||||
(Denominator) | (Denominator) | |||||||||||||||||||||||
(Numerator) | Weighted- | Per | (Numerator) | Weighted- | Per | |||||||||||||||||||
Net | Average | Share | Net | Average | Share | |||||||||||||||||||
Income | Shares | Amount | Loss | Shares | Amount | |||||||||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||||||||||
Three Months Ended June 30: |
||||||||||||||||||||||||
Basic EPS |
$ | 8,001 | 151,104,636 | $ | 0.05 | $ | (29,257 | ) | 51,036,573 | $ | (0.57 | ) | ||||||||||||
Effect of Dilutive Securities Options, Warrants
and Unvested Restricted Stock |
| 153,754 | | | | | ||||||||||||||||||
Diluted EPS |
$ | 8,001 | 151,258,390 | $ | 0.05 | $ | (29,257 | ) | 51,036,573 | $ | (0.57 | ) | ||||||||||||
Six Months Ended June 30: |
||||||||||||||||||||||||
Basic EPS |
$ | 18,438 | 151,082,945 | $ | 0.12 | $ | (78,743 | ) | 51,017,885 | $ | (1.54 | ) | ||||||||||||
Effect of Dilutive Securities Options, Warrants
and Unvested Restricted Stock |
| 174,405 | | | | | ||||||||||||||||||
Diluted EPS |
$ | 18,438 | 151,257,350 | $ | 0.12 | $ | (78,743 | ) | 51,017,885 | $ | (1.54 | ) | ||||||||||||
For the three months ended June 30, 2011 and 2010, there were 3,192,891 and 1,266,115
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. For the six months
ended June 30, 2011 and 2010, there were 1,192,891 and 1,266,115 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 10 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.
34
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 10 OFF-BALANCE SHEET COMMITMENTS (Continued)
Collateral held varies but may include accounts receivable; inventory; property, plant and
equipment; and income-producing or borrower-occupied properties. The following table shows the
distribution of undisbursed loan commitments as of the dates indicated:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Commitments to Extend Credit |
$ | 167,018 | $ | 178,424 | ||||
Standby Letters of Credit |
14,771 | 15,226 | ||||||
Commercial Letters of Credit |
7,654 | 11,899 | ||||||
Unused Credit Card Lines |
17,058 | 24,649 | ||||||
Total Undisbursed Loan Commitments |
$ | 206,501 | $ | 230,198 | ||||
NOTE 11 SEGMENT REPORTING
Through our branch network and lending units, we provide a broad range of financial services
to individuals and companies located primarily in Southern California. These services include
demand, time and savings deposits; and commercial and industrial, real estate and consumer lending.
While our chief decision makers monitor the revenue streams of our various products and services,
operations are managed and financial performance is evaluated on a company-wide basis. Accordingly,
we consider all of our operations to be aggregated in one reportable operating segment.
NOTE 12 LIQUIDITY
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, 2011. 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 June 30, 2011, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $6.3 million, down from $7.7 million at December
31, 2010.
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 originating
from its branch platform. The Banks wholesale funds historically consisted of FHLB advances and
brokered deposits. As of June 30, 2011, in compliance with its regulatory restrictions, the Bank
had no brokered deposits, and had FHLB advances of $3.5 million, a decrease of $150.2 million from
$153.7 million at December 31, 2010.
The Banks primary source of borrowings is the FHLB, from which the Bank is eligible to borrow
up to 15 percent of its total assets. As of June 30, 2011, the total borrowing capacity available
based on pledged collateral and the remaining available borrowing capacity were $391.6 million and
$387.7 million, respectively. The Banks FHLB borrowings as of June 30, 2011 totaled $3.5 million,
representing 0.1 percent of total assets.
As of August 5, 2011, the Banks FHLB borrowing capacity available based on pledged collateral
and the remaining available borrowing capacity were $378.1 million and $374.6 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.
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HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Continued)
NOTE 12 LIQUIDITY (Continued)
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 $150.5
million from the Federal Reserve Discount Window (the Fed Discount Window), to which the Bank
pledged loans with a carrying value of $321.1 million, and had no borrowings as of June 30, 2011.
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 2010, South Street
Securities LLC extended a line of credit to the Bank for reverse repurchase agreements up to a
maximum of $100.0 million.
Current market conditions have limited the Banks liquidity sources principally to
interest-bearing deposits, unpledged marketable securities, and secured funding outlets such as the
FHLB and Fed Discount Window. There can be no assurance that actions by the FHLB or Federal Reserve
Bank would not reduce the Banks borrowing capacity or that the Bank would be able to continue to
replace deposits at competitive rates. As of June 30, 2011, in compliance with its regulatory
restrictions, the Bank did not have any brokered deposits and would consult in advance with its
regulators if it were to consider accepting brokered deposits in the future.
The Bank has Contingency Funding Plans (CFPs) designed to ensure that liquidity sources are
sufficient to meet its ongoing obligations and commitments, particularly in the event of a
liquidity contraction. The CFPs are designed to examine and quantify its liquidity under various
stress scenarios. Furthermore, the CFPs provide a framework for management and other critical
personnel to follow in the event of a liquidity contraction or in anticipation of such an event.
The CFPs address authority for activation and decision making, liquidity options and the
responsibilities of key departments in the event of a liquidity contraction.
The Bank believes that it nonetheless has adequate liquidity resources to fund its obligations
with its interest-bearing deposits, unpledged marketable securities, and 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 June 30, 2011.
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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 and six months ended June 30,
2011. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year
ended December 31, 2010 and with the unaudited consolidated financial statements and notes thereto
set forth in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (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 Report 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). All statements in this
Report other than statements of historical fact are forward looking statements for purposes of
federal and state securities laws, including, but not limited to, statements about anticipated
future operating and financial performance, financial position and liquidity, business strategies,
regulatory and competitive outlook, investment and expenditure plans, capital and financing needs,
plan and availability, plans and objectives of management for future operations, and other similar
forecasts and statements of expectation and statements of assumption underlying any of the
foregoing. 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 risks, uncertainties and other
factors include the following:
| failure to raise enough capital to support our operations or meet our regulatory requirements, including requirements under the Final Order and the Agreement; | ||
| failure to maintain adequate levels of capital to support our operations; | ||
| a significant number of customers failing to perform under their loans or other extensions of credit; | ||
| our compliance with and the effect of regulatory orders and agreements that we and Hanmi Bank have entered into with our respective regulators and potential future supervisory or governmental actions 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 and restrictions on taking brokered 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; | ||
| our use of appraisals in deciding whether to make loans secured by real property, which does not ensure that the value of the real property collateral will be sufficient to pay our loans; | ||
| failure to attract or retain our key employees; | ||
| credit quality and the effect of credit quality on our provision for credit losses and allowance for loan losses; | ||
| our ability to raise capital on reasonable terms; | ||
| volatility and disruption in financial, credit and securities markets, and the price of our common stock; | ||
| deterioration in financial markets that may result in impairment charges relating to our securities portfolio; | ||
| competition and demographic changes in our primary market areas; | ||
| global hostilities, acts of war or terrorism, including but not limited to, conflict between North Korea and |
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South Korea; | |||
| the effects of climate change and attendant regulation on our customers and borrowers; | ||
| the effects of litigation against us; | ||
| failed or circumvented internal controls and procedures; | ||
| adverse changes in the soundness of other financial institutions with whom we have trading, clearing, counterparty or other relationships; | ||
| risks associated with security breaches in our online banking services, and fears of security breaches that limit the growth of our online services; | ||
| significant government regulations, legislation and potential changes thereto; and | ||
| other risks described herein and in the other reports and statements we file with the SEC. |
For a discussion of some of the other factors that might cause such a difference, see the
discussion contained in this Report under the heading Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations. 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, 2010 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, 2010. 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, 2010. 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.
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SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data for the periods indicated.
As of and for the | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Dollars in Thousands, Except Per Share Data) | ||||||||||||||||
AVERAGE BALANCES: |
||||||||||||||||
Average Gross Loans, Net (1) |
$ | 2,136,976 | $ | 2,611,178 | $ | 2,185,274 | $ | 2,688,012 | ||||||||
Average Investment Securities |
$ | 497,052 | $ | 158,543 | $ | 485,148 | $ | 142,034 | ||||||||
Average Interest-Earning Assets |
$ | 2,804,709 | $ | 2,965,975 | $ | 2,848,313 | $ | 2,988,332 | ||||||||
Average Total Assets |
$ | 2,836,967 | $ | 2,978,245 | $ | 2,871,419 | $ | 3,031,917 | ||||||||
Average Deposits |
$ | 2,427,934 | $ | 2,617,738 | $ | 2,443,299 | $ | 2,640,224 | ||||||||
Average Borrowings |
$ | 190,447 | $ | 240,189 | $ | 213,820 | $ | 248,614 | ||||||||
Average Interest-Bearing Liabilities |
$ | 2,025,392 | $ | 2,292,121 | $ | 2,078,947 | $ | 2,326,367 | ||||||||
Average Stockholders Equity |
$ | 189,528 | $ | 91,628 | $ | 183,906 | $ | 114,651 | ||||||||
PER SHARE DATA: |
||||||||||||||||
Earnings (Loss) Per Share Basic |
$ | 0.05 | $ | (0.57 | ) | $ | 0.12 | $ | (1.54 | ) | ||||||
Earnings (Loss) Per Share Diluted |
$ | 0.05 | $ | (0.57 | ) | $ | 0.12 | $ | (1.54 | ) | ||||||
Common Shares Outstanding |
151,258,390 | 51,198,390 | 151,258,390 | 51,198,390 | ||||||||||||
Book Value Per Share (2) |
$ | 1.31 | $ | 1.43 | $ | 1.31 | $ | 1.43 | ||||||||
SELECTED PERFORMANCE RATIOS: |
||||||||||||||||
Return on Average Assets (3) (4) |
1.13 | % | (3.94 | %) | 1.29 | % | (5.24 | %) | ||||||||
Return on Average Stockholders Equity (3) (5) |
16.93 | % | (128.07 | %) | 20.22 | % | (138.50 | %) | ||||||||
Efficiency Ratio (6) |
72.67 | % | 75.11 | % | 69.64 | % | 75.75 | % | ||||||||
Net Interest Spread (7) |
3.26 | % | 3.17 | % | 3.26 | % | 3.22 | % | ||||||||
Net Interest Margin (8) |
3.65 | % | 3.56 | % | 3.66 | % | 3.62 | % | ||||||||
Average Stockholders Equity to Average Total Assets |
6.68 | % | 3.08 | % | 6.40 | % | 3.78 | % | ||||||||
SELECTED CAPITAL RATIOS: (9) |
||||||||||||||||
Total Risk-Based Capital Ratio: |
||||||||||||||||
Hanmi Financial |
13.92 | % | 7.31 | % | ||||||||||||
Hanmi Bank |
14.02 | % | 7.35 | % | ||||||||||||
Tier 1 Risk-Based Capital Ratio: |
||||||||||||||||
Hanmi Financial |
11.92 | % | 3.69 | % | ||||||||||||
Hanmi Bank |
12.72 | % | 6.02 | % | ||||||||||||
Tier 1 Leverage Ratio: |
||||||||||||||||
Hanmi Financial |
9.09 | % | 3.06 | % | ||||||||||||
Hanmi Bank |
9.70 | % | 4.99 | % | ||||||||||||
SELECTED ASSET QUALITY RATIOS: |
||||||||||||||||
Non-Performing Loans to Total Gross Loans (10) (11) |
7.91 | % | 9.67 | % | 7.91 | % | 9.67 | % | ||||||||
Non-Performing Assets to Total Assets (12) |
6.21 | % | 9.13 | % | 6.21 | % | 9.13 | % | ||||||||
Net Loan Charge-Offs to Average Total Gross Loans (13) |
3.10 | % | 5.98 | % | 3.51 | % | 4.90 | % | ||||||||
Allowance for Loan Losses to Total Gross Loans |
5.16 | % | 7.05 | % | 5.16 | % | 7.05 | % | ||||||||
Allowance for Loan Losses to Non-Performing Loans |
65.25 | % | 72.96 | % | 65.25 | % | 72.96 | % |
(1) | Loans are net of deferred fees and related direct costs. | |
(2) | Total stockholders equity divided by common shares outstanding. | |
(3) | Calculation based upon annualized net loss. | |
(4) | Net loss divided by average total assets. | |
(5) | Net loss divided by average stockholders equity. | |
(6) | Total non-interest expenses divided by the sum of net interest income before provision for credit losses and total non-interest income. | |
(7) | 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. | |
(8) | Net interest income before provision for credit losses divided by average interest-earning assets. Computed on a tax-equivalent basis using an effective marginal rate of 35 percent. | |
(9) | 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). | |
(10) | Non-performing loans consist of non-accrual loans and loans past due 90 days or more and still accruing interest. | |
(11) | This Quarterly Report on Form 10-Q includes corrected data regarding total non-performing loans as of and for the quarter ended June 30, 2011, which differ from and supersede data included in the Earnings Release dated July 21, 2011. These corrections had no effect on the statement of operations or earnings per share for the second quarter of 2011. | |
(12) | Non-performing assets consist of non-performing loans (see footnote (10) and (11) above) and other real estate owned. | |
(13) | Calculation based upon annualized net loan charge-offs. |
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Non-GAAP Financial Measures
Tangible Stockholders Equity to Tangible Assets Ratio
The ratio of tangible stockholders equity to tangible assets 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 Banks capital strength. Tangible equity is calculated
by subtracting goodwill and other intangible assets from total stockholders equity. Banking and
financial institution regulators also exclude goodwill and other intangible assets from total
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 capital strength
of Hanmi Bank. This disclosure should not be viewed as a substitution for results determined in
accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be
presented by other companies.
The following table reconciles this non-GAAP performance measure to the GAAP performance
measure for the periods indicated:
Hanmi Bank
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Total Assets |
$ | 2,705,997 | $ | 2,900,415 | ||||
Less Intangible Assets |
(184 | ) | (450 | ) | ||||
Tangible Assets |
$ | 2,705,813 | $ | 2,899,965 | ||||
Total Stockholders Equity |
$ | 279,712 | $ | 249,637 | ||||
Less Intangible Assets |
(184 | ) | (450 | ) | ||||
Tangible Stockholders Equity |
$ | 279,528 | $ | 249,187 | ||||
Total Stockholders Equity to Total Assets Ratio |
10.34 | % | 8.61 | % | ||||
Tangible Stockholders Equity to Tangible Assets Ratio |
10.33 | % | 8.59 | % |
As of June 30, 2011 and December 31, 2010, the Bank had a tangible stockholders equity
to tangible assets ratio of 10.33% and 8.59%, respectively.
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EXECUTIVE OVERVIEW
For the second quarter ended June 30, 2011, we reported net income of $8.0 million, or $0.05
per diluted share, compared to a net loss of $29.3 million, or $(0.57) per diluted share for the
same period in 2010. We reported net income for the first six months ended June 30, 2011 of $18.4
million, or $0.12 per diluted share, compared to a net loss of $78.7 million, or $(1.54) per
diluted share for the same period in 2010. The increase in net income for the second quarter and
first half ended June 30, 2011 was primarily driven by the lack of any provision for credit losses,
reflecting continued improvement in most credit metrics. We recorded $37.5 million and $95.5
million in provision for credit losses for the second quarter ended June 30, 2010 and for the first
half of 2010, respectively.
With profits generated for three consecutive quarters since the fourth quarter of 2010 and the
successful completion of the $120 million registered rights and best efforts offering during the
third quarter of 2010, the Bank exceeded the threshold for being considered well-capitalized for
regulatory purposes since September 30, 2010 and, as of June 30, 2011, complies with the tangible
capital ratio requirement set forth in the Final Order.
Significant financial highlights include (as of and for the period ended June 30, 2011):
| The Banks total risk-based capital ratio improved to 14.02 percent as of June 30, 2011 compared to 12.22 percent as of December 31, 2010. The Banks tangible common equity to tangible assets ratio also improved to 10.33 percent as of June 30, 2011 compared to 8.59 percent as of December 31, 2010. | ||
| Due to the success of recent marketing initiatives, core deposits (defined as total deposits less time deposits greater than $100,000) increased by $171.4 million, or 12.7 percent, to $1.52 billion as of June 30, 2011 from $1.35 billion as of December 31, 2010. At June 30, 2011, noninterest-bearing demand deposits represented 25.1 percent of total deposits compared to 22.2 percent of total deposits at December 31, 2010. | ||
| The average loan yield improved by 19 basis points to 5.49 percent in the second quarter of 2011 compared to 5.30 percent for the same period in 2010, and improved by 21 basis points to 5.55 percent for the first half of 2011 compared to 5.34 percent for the same period in 2010, reflecting the improvement in credit quality. | ||
| The cost of funds decreased primarily through downward re-pricing of matured time deposits. The average funding cost decreased by 32 basis points to 1.41 percent in the second quarter of 2011 compared to 1.73 percent for the same period in 2010, and decreased by 34 basis points to 1.45 percent for the first half of 2011 compared to 1.79 percent for the same period in 2010. | ||
| Net interest margin improved by 9 basis points to 3.65 percent in the second quarter of 2011 compared to 3.56 percent for the same period in 2010, and improved by 4 basis points to 3.66 percent for the first half of 2011 compared to 3.62 percent for the same period in 2010. |
Outlook for the Remainder of 2011
Our priorities for the remainder of 2011 are to reevaluate the adequacy of our capital given
the level and nature of the risks to which we are exposed, continue to improve our credit quality,
and fully comply with all of the requirements of the Final Order and the Agreement.
We will continue to actively work down problem loans through bulk and individual note sales,
and redeploy the proceeds into performing loans or securities investments. We believe that our
continuous proactive initiatives to manage credit risk exposure have resulted in improvement of our
asset quality over the past several quarters. Our commitment to elevate our credit risk management
systems will continue in order to meet the challenges of our uncertain economic environment. In
addition, we have reinvigorated sales
with targeted marketing programs that focus on generating quality loans and core deposits to improve profitability and expand existing customer base.
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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.
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Three Months Ended June 30, 2011 vs. Three Months Ended June 30, 2010
The following table shows the average balances of assets, liabilities and stockholders
equity; the amount of interest income and interest expense; the average yield or rate for each
category of interest-earning assets and interest-bearing liabilities; and the net interest spread
and the net interest margin for the periods indicated. All average balances are daily average
balances.
Three Months Ended | ||||||||||||||||||||||||
June 30, 2011 | June 30, 2010 | |||||||||||||||||||||||
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) |
$ | 2,136,976 | $ | 29,248 | 5.49 | % | $ | 2,611,178 | $ | 34,486 | 5.30 | % | ||||||||||||
Municipal Securities: |
||||||||||||||||||||||||
Taxable |
13,603 | 140 | 4.12 | % | | | | |||||||||||||||||
Tax Exempt (2) |
4,125 | 57 | 5.53 | % | 7,484 | 119 | 6.36 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
152,438 | 629 | 1.65 | % | 65,894 | 560 | 3.40 | % | ||||||||||||||||
Other Debt Securities |
326,886 | 2,326 | 2.85 | % | 85,165 | 800 | 3.76 | % | ||||||||||||||||
Equity Securities (5) |
34,078 | 133 | 1.56 | % | 37,979 | 123 | 1.30 | % | ||||||||||||||||
Federal Funds Sold |
7,067 | 9 | 0.51 | % | 12,198 | 16 | 0.52 | % | ||||||||||||||||
Term Federal Funds Sold |
13,681 | 18 | 0.53 | % | 7,253 | 11 | 0.61 | % | ||||||||||||||||
Interest-Earning Deposits |
115,855 | 79 | 0.27 | % | 138,824 | 99 | 0.29 | % | ||||||||||||||||
Total Interest-Earning Assets (2) |
2,804,709 | 32,639 | 4.67 | % | 2,965,975 | 36,214 | 4.90 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
68,371 | 68,536 | ||||||||||||||||||||||
Allowance for Loan Losses |
(125,152 | ) | (182,103 | ) | ||||||||||||||||||||
Other Assets |
89,039 | 125,837 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
32,258 | 12,270 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 2,836,967 | $ | 2,978,245 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Savings |
$ | 111,723 | 734 | 2.64 | % | $ | 125,016 | 922 | 2.96 | % | ||||||||||||||
Money Market Checking and NOW Accounts |
488,723 | 1,010 | 0.83 | % | 458,137 | 1,217 | 1.07 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
926,024 | 3,477 | 1.51 | % | 1,090,412 | 5,057 | 1.86 | % | ||||||||||||||||
Other Time Deposits |
308,475 | 971 | 1.26 | % | 378,367 | 1,617 | 1.71 | % | ||||||||||||||||
Federal Home Loan Bank Advances |
106,710 | 239 | 0.90 | % | 153,859 | 339 | 0.88 | % | ||||||||||||||||
Other Borrowings |
1,331 | 1 | 0.30 | % | 3,924 | 31 | 3.17 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 711 | 3.46 | % | 82,406 | 692 | 3.37 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,025,392 | 7,143 | 1.41 | % | 2,292,121 | 9,875 | 1.73 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
592,989 | 565,806 | ||||||||||||||||||||||
Other Liabilities |
29,058 | 28,690 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
622,047 | 594,496 | ||||||||||||||||||||||
Total Liabilities |
2,647,439 | 2,886,617 | ||||||||||||||||||||||
Stockholders Equity |
189,528 | 91,628 | ||||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,836,967 | $ | 2,978,245 | ||||||||||||||||||||
NET INTEREST INCOME |
$ | 25,496 | $ | 26,339 | ||||||||||||||||||||
NET INTEREST SPREAD (2) (3) |
3.26 | % | 3.17 | % | ||||||||||||||||||||
NET INTEREST MARGIN (2) (4) |
3.65 | % | 3.56 | % | ||||||||||||||||||||
(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 $570,000 and $477,000 for the three months ended June 30, 2011 and 2010, 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. | |
(5) | Includes investment in Federal Home Loan Bank stock and Federal Reserve Bank stock. |
43
Table of Contents
The table below shows changes in interest income and interest expense and the amounts
attributable to variations in interest rates and volumes for the periods indicated. The variances
attributable to simultaneous volume and rate changes were allocated to the change due to volume and
the change due to rate categories in proportion to the relationship of the absolute dollar amount
attributable solely to the change in volume and to the change in rate.
Three Months Ended June 30, 2011 vs. | ||||||||||||
Three Months Ended June 30, 2010 | ||||||||||||
Increases (Decreases) Due to Change in | ||||||||||||
Volume | Rate | Total | ||||||||||
(In Thousands) | ||||||||||||
Interest and Dividend Income: |
||||||||||||
Gross Loans, Net |
$ | (6,452 | ) | $ | 1,214 | $ | (5,238 | ) | ||||
Municipal Securities: |
||||||||||||
Taxable |
140 | | 140 | |||||||||
Tax Exempt |
(48 | ) | (14 | ) | (62 | ) | ||||||
Obligations of Other U.S. Government Agencies |
463 | (394 | ) | 69 | ||||||||
Other Debt Securities |
1,763 | (237 | ) | 1,526 | ||||||||
Equity Securities |
(14 | ) | 24 | 10 | ||||||||
Federal Funds Sold |
(7 | ) | | (7 | ) | |||||||
Term Federal Funds Sold |
8 | (1 | ) | 7 | ||||||||
Interest-Earning Deposits |
(16 | ) | (4 | ) | (20 | ) | ||||||
Total Interest and Dividend Income |
(4,163 | ) | 588 | (3,575 | ) | |||||||
Interest Expense: |
||||||||||||
Savings |
(93 | ) | (95 | ) | (188 | ) | ||||||
Money Market Checking and NOW Accounts |
77 | (284 | ) | (207 | ) | |||||||
Time Deposits of $100,000 or More |
(698 | ) | (882 | ) | (1,580 | ) | ||||||
Other Time Deposits |
(266 | ) | (380 | ) | (646 | ) | ||||||
Federal Home Loan Bank Advances |
(106 | ) | 6 | (100 | ) | |||||||
Other Borrowings |
(12 | ) | (18 | ) | (30 | ) | ||||||
Junior Subordinated Debentures |
| 19 | 19 | |||||||||
Total Interest Expense |
(1,098 | ) | (1,634 | ) | (2,732 | ) | ||||||
Change in Net Interest Income |
$ | (3,065 | ) | $ | 2,222 | $ | (843 | ) | ||||
For the three months ended June 30, 2011 and 2010, net interest income before provision
for credit losses on a tax equivalent basis was $25.5 million and $26.3 million, respectively.
Interest income decreased 9.8 percent to $32.6 million for the three months ended June 30, 2011
from $36.2 million for the same period in 2010. Interest expense also decreased 27.7 percent to
$7.1 million for the three months ended June 30, 2011 from $9.9 million for the same period in
2010. The net interest spread and net interest margin for the three months ended June 30, 2011 were
3.26 percent and 3.65 percent, respectively, compared to 3.17 percent and 3.56 percent,
respectively, for the same period in 2010. The decrease in net interest income was primarily due to
the decrease in loan volume resulting from the credit quality improvement strategy, coupled with
relatively weak loan demand in current challenging business and economic conditions. This decrease
was mostly offset by lower deposit costs resulting from the replacement of high-cost promotional
time deposits with low-cost deposit products through a series of core deposit campaigns.
Average gross loans decreased by $474.2 million, or 18.2 percent, to $2.14 billion for the
three months ended June 30, 2011 from $2.61 billion for the same period in 2010. Average investment
securities increased by $338.5 million, or 213.5 percent, to $497.1 million for the three months
ended June 30, 2011 from $158.5 million for the same period in 2010. Average interest-earning
assets decreased by $161.2 million, or 5.4 percent, to $2.80 billion for the three months ended
June 30, 2011 from $2.97 billion for the same period in 2010. The decrease in average interest
earning assets was a direct result of our balance sheet deleveraging and credit quality improvement
strategy implemented since early 2009 through the disposition of problem assets while maintaining a
strong level of liquidity with increased investment in short and mid-term instruments. Consistent
with this strategy, the average interest-bearing liabilities decreased by $266.7 million, or 11.6
percent, to $2.03 billion for the three months ended June 30, 2011 from $2.29 billion for the same
period in 2010. Average FHLB advances decreased by $47.1 million, or 30.6 percent, to $106.7
million for the three months ended June 30, 2011 from $153.9 million for the same period in 2010.
The average yield on interest-earning assets decreased by 23 basis points to 4.67 percent for
the three months ended June 30, 2011 from 4.90 percent for the same period in 2010, primarily due
to lower yields on investment securities in the current low interest rate environment, partially
offset by an increase in loan portfolio yields. Total loan interest and fee income decreased by
$5.2 million, or 15.19 percent, to $29.2 million for the three months ended June
44
Table of Contents
30, 2011 from $34.5 million for the same period in 2010 due primarily to an 18.16 percent decrease
in the average gross loans. The average yield on loans increased to 5.49 percent for the three
months ended June 30, 2011 from 5.30 percent for the same period in 2010. This increase reflected
improvement in credit quality metrics, including lowered levels of delinquent loan and
non-performing loans. The average cost on interest-bearing liabilities decreased by 32 basis points
to 1.41 percent for the three months ended June 30, 2011 from 1.73 percent for the same period in
2010. This decrease was primarily due to a continued shift in funding sources toward lower-cost
funds through disciplined deposit pricing while reducing wholesale funds and rate sensitive
deposits. Average brokered deposits decreased to zero for the three months ended June 30, 2011 from
$39.7 million for the same period in 2010. Average FHLB advances decreased by $47.1 million, or
30.64 percent, to $106.7 million for the three months ended June 30, 2011 from $153.9 million for
the same period in 2010.
45
Table of Contents
Six Months Ended June 30, 2011 vs. Six Months Ended June 30, 2010
The following table shows the average balances of assets, liabilities and stockholders
equity; the amount of interest income and interest expense; the average yield or rate for each
category of interest-earning assets and interest-bearing liabilities; and the net interest spread
and the net interest margin for the periods indicated. All average balances are daily average
balances.
Six Months Ended | ||||||||||||||||||||||||
June 30, 2011 | June 30, 2010 | |||||||||||||||||||||||
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) |
$ | 2,185,274 | $ | 60,153 | 5.55 | % | $ | 2,688,012 | $ | 71,181 | 5.34 | % | ||||||||||||
Municipal Securities: |
||||||||||||||||||||||||
Taxable |
15,556 | 318 | 4.09 | % | | | | |||||||||||||||||
Tax Exempt (2) |
4,294 | 119 | 5.54 | % | 7,517 | 237 | 6.31 | % | ||||||||||||||||
Obligations of Other U.S. Government Agencies |
149,392 | 1,252 | 1.68 | % | 49,100 | 943 | 3.84 | % | ||||||||||||||||
Other Debt Securities |
315,906 | 4,198 | 2.66 | % | 85,417 | 1,500 | 3.51 | % | ||||||||||||||||
Equity Securities (5) |
34,813 | 265 | 1.52 | % | 38,671 | 248 | 1.28 | % | ||||||||||||||||
Federal Funds Sold |
6,884 | 17 | 0.49 | % | 13,152 | 33 | 0.50 | % | ||||||||||||||||
Term Federal Funds Sold |
16,713 | 45 | 0.54 | % | 3,646 | 11 | 0.60 | % | ||||||||||||||||
Interest-Earning Deposits |
119,481 | 168 | 0.28 | % | 102,817 | 154 | 0.30 | % | ||||||||||||||||
Total Interest-Earning Assets (2) |
2,848,313 | 66,535 | 4.71 | % | 2,988,332 | 74,307 | 5.01 | % | ||||||||||||||||
Noninterest-Earning Assets: |
||||||||||||||||||||||||
Cash and Cash Equivalents |
68,115 | 67,850 | ||||||||||||||||||||||
Allowance for Loan Losses |
(135,411 | ) | (169,768 | ) | ||||||||||||||||||||
Other Assets |
90,402 | 145,503 | ||||||||||||||||||||||
Total Noninterest-Earning Assets |
23,106 | 43,585 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 2,871,419 | $ | 3,031,917 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Savings |
$ | 112,398 | 1,483 | 2.66 | % | $ | 120,347 | 1,745 | 2.92 | % | ||||||||||||||
Money Market Checking and NOW Accounts |
468,875 | 2,012 | 0.87 | % | 508,248 | 2,839 | 1.13 | % | ||||||||||||||||
Time Deposits of $100,000 or More |
988,336 | 7,536 | 1.54 | % | 1,007,693 | 9,734 | 1.95 | % | ||||||||||||||||
Other Time Deposits |
295,518 | 1,896 | 1.29 | % | 441,465 | 4,198 | 1.92 | % | ||||||||||||||||
Federal Home Loan Bank Advances |
130,030 | 572 | 0.89 | % | 163,407 | 685 | 0.85 | % | ||||||||||||||||
Other Borrowings |
1,384 | 1 | 0.15 | % | 2,801 | 31 | 2.23 | % | ||||||||||||||||
Junior Subordinated Debentures |
82,406 | 1,409 | 3.45 | % | 82,406 | 1,361 | 3.33 | % | ||||||||||||||||
Total Interest-Bearing Liabilities |
2,078,947 | 14,909 | 1.45 | % | 2,326,367 | 20,593 | 1.79 | % | ||||||||||||||||
Noninterest-Bearing Liabilities: |
||||||||||||||||||||||||
Demand Deposits |
578,172 | 562,471 | ||||||||||||||||||||||
Other Liabilities |
30,394 | 28,428 | ||||||||||||||||||||||
Total Noninterest-Bearing Liabilities |
608,566 | 590,899 | ||||||||||||||||||||||
Total Liabilities |
2,687,513 | 2,917,266 | ||||||||||||||||||||||
Stockholders Equity |
183,906 | 114,651 | ||||||||||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,871,419 | $ | 3,031,917 | ||||||||||||||||||||
NET INTEREST INCOME |
$ | 51,626 | $ | 53,714 | ||||||||||||||||||||
NET INTEREST SPREAD (3) |
3.26 | % | 3.22 | % | ||||||||||||||||||||
NET INTEREST MARGIN (4) |
3.66 | % | 3.62 | % | ||||||||||||||||||||
(1) | Loans are net of deferred fees and related direct costs, but excluding the allowance for loan losses. Non-accrual loans are included in the average loan balance. Loan fees have been included in the calculation of interest income. Loan fees were $1.1 million and $927,000 for the six months ended June 30, 2011 and 2010, 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. | |
(5) | Includes investment in Federal Home Loan Bank stock and Federal Reserve Bank stock. |
46
Table of Contents
The table below shows changes in interest income and interest expense and the amounts
attributable to variations in interest rates and volumes for the periods indicated. The variances
attributable to simultaneous volume and rate changes have been allocated to the change due to
volume and the change due to rate categories in proportion to the relationship of the absolute
dollar amount attributable solely to the change in volume and to the change in rate.
Six Months Ended June 30, 2011 vs. | ||||||||||||
Six Months Ended June 30, 2010 | ||||||||||||
Increases (Decreases) Due to Change in | ||||||||||||
Volume | Rate | Total | ||||||||||
(In Thousands) | ||||||||||||
Interest and Dividend Income: |
||||||||||||
Gross Loans, Net |
$ | (13,747 | ) | $ | 2,719 | $ | (11,028 | ) | ||||
Municipal Securities: |
||||||||||||
Taxable |
318 | | 318 | |||||||||
Tax Exempt |
(92 | ) | (26 | ) | (118 | ) | ||||||
Obligations of Other U.S. Government Agencies |
1,908 | (1,599 | ) | 309 | ||||||||
Other Debt Securities |
3,814 | (1,116 | ) | 2,698 | ||||||||
Equity Securities |
(58 | ) | 75 | 17 | ||||||||
Federal Funds Sold |
(15 | ) | (1 | ) | (16 | ) | ||||||
Term Federal Funds Sold |
37 | (3 | ) | 34 | ||||||||
Interest-Earning Deposits |
38 | (24 | ) | 14 | ||||||||
Total Interest and Dividend Income |
(7,797 | ) | 25 | (7,772 | ) | |||||||
Interest Expense: |
||||||||||||
Savings |
(111 | ) | (151 | ) | (262 | ) | ||||||
Money Market Checking and NOW Accounts |
(207 | ) | (620 | ) | (827 | ) | ||||||
Time Deposits of $100,000 or More |
(184 | ) | (2,014 | ) | (2,198 | ) | ||||||
Other Time Deposits |
(1,160 | ) | (1,142 | ) | (2,302 | ) | ||||||
Federal Home Loan Bank Advances |
(146 | ) | 33 | (113 | ) | |||||||
Other Borrowings |
(11 | ) | (19 | ) | (30 | ) | ||||||
Junior Subordinated Debentures |
| 48 | 48 | |||||||||
Total Interest Expense |
(1,819 | ) | (3,865 | ) | (5,684 | ) | ||||||
Change in Net Interest Income |
$ | (5,978 | ) | $ | 3,890 | $ | (2,088 | ) | ||||
For the six months ended June 30, 2011 and 2010, net interest income before provision for
credit losses on a tax equivalent basis was $51.6 million and $53.7 million, respectively. Interest
income decreased 10.5 percent to $66.5 million for the six months ended June 30, 2011 from $74.3
million for the same period in 2010. Interest expense also decreased 27.6 percent to $14.9 million
for the six months ended June 30, 2011 from $20.6 million for the same period in 2010. The net
interest spread and net interest margin for the six months ended June 30, 2011 were 3.26 percent
and 3.66 percent, respectively, compared to 3.22 percent and 3.62 percent, respectively, for the
same period in 2010. The decrease in net interest income was primarily due to the decrease in loan
volume resulting from the credit quality improvement strategy, coupled with relatively weak loan
demand in current challenging business and economic conditions. This decrease was partially offset
by lower deposit costs resulting from the replacement of high-cost promotional time deposits with
low-cost deposit products through a series of core deposit campaigns.
Average gross loans decreased by $502.7 million, or 18.7 percent, to $2.19 billion for the six
months ended June 30, 2011 from $2.69 billion for the same period in 2010. Average investment
securities increased by $343.1 million, or 241.6 percent, to $485.1 million for the six months
ended June 30, 2011 from $142.0 million for the same period in 2010. Average interest-earning
assets decreased by $140.0 million, or 4.7 percent, to $2.85 billion for the six months ended June
30, 2011 from $2.99 billion for the same period in 2010. The decrease in average interest earning
assets was a direct result of our balance sheet deleveraging and credit quality improvement
strategy implemented since early 2009 through the disposition of problem assets while maintaining a
strong level of liquidity with increased investment in short and mid-term instruments. Consistent
with this strategy, the average interest-bearing liabilities decreased by $247.4 million, or 10.6
percent, to $2.08 billion for the six months ended June 30, 2011 from $2.33 billion for the same
period in 2010. Average FHLB advances decreased by $33.4 million, or 20.4 percent, to $130.0
million for the six months ended June 30, 2011 from $163.4 million for the same period in 2010.
The yield on average interest-earning assets decreased by 30 basis points to 4.71 percent for
the six months ended June 30, 2011 from 5.01 percent for the same period in 2010, primarily due to
lower yields on investment securities in the current low interest rate environment, partially
offset by an increase in loan portfolio yields. Total loan interest and fee income decreased by
$11.0 million, or 15.49 percent to $60.2 million for the six months ended June 30, 2011 from $71.2
million for the same period in 2010 due primarily to an 18.70 percent decrease in the average gross
loans.
47
Table of Contents
The average yield on loans increased to 5.55 percent for the six months ended June 30, 2011 from 5.34
percent for the same period in 2010. This increase reflected improvement in credit quality metrics,
including improved levels of delinquent and non-performing loans. The average cost on
interest-bearing liabilities decreased by 34 basis points to 1.45 percent for the six months ended
June 30, 2011 from 1.79 percent for the same period in 2010. This decrease was primarily due to a
continued shift in funding sources toward lower-cost funds through disciplined deposit pricing
while reducing wholesale funds and rate sensitive deposits. Average brokered deposits decreased to
zero for the six months ended June 30, 2011 from $52.0 million for the same period in 2010. Average
FHLB advances decreased by $33.4 million, or 20.43 percent to $130.0 million for the six months
ended June 30, 2011 from $163.4 million for the same period in 2010.
Provision for Credit Losses
For the three months ended June 30, 2011 and 2010, the provision for credit losses was $0 and
$37.5 million, respectively. For the six months ended June 30, 2011 and 2010, the provision for
credit losses was $0 and $95.5 million, respectively. The decrease in the provision for credit
losses is attributable to decreases in net charge-offs and problem loans, reflecting the
improvement in asset quality through aggressive management of our problem assets. Net charge-offs
decreased $22.4 million, or 57.6 percent, to $16.5 million for the three months ended June 30, 2011
from $38.9 million for the same period in 2010. Non-performing loans decreased to $167.1 million,
or 7.91 percent of total gross loans, as of June 30, 2011 from $242.1 million, or 9.67 percent of
total gross loans, as of June 30, 2010. See Non-Performing Assets and Allowance for Loan Losses
and Allowance for Off-Balance Sheet Items for further details. We continually assess the quality
of our loan portfolio to determine whether additional provision for credit losses is necessary. We
anticipate future provisions will be required to account for probable credit losses.
Non-Interest Income
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, including investment securities,
non-performing loans and SBA loans, primarily for risk management purposes.
Three Months Ended June 30, 2011 vs. Three Months Ended June 30, 2010
The following table sets forth the various components of non-interest income for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 3,278 | $ | 3,602 | $ | (324 | ) | (9.0 | %) | |||||||
Insurance Commissions |
1,203 | 1,206 | (3 | ) | (0.2 | %) | ||||||||||
Remittance Fees |
499 | 523 | (24 | ) | (4.6 | %) | ||||||||||
Trade Finance Fees |
328 | 412 | (84 | ) | (20.4 | %) | ||||||||||
Other Service Charges and Fees |
368 | 372 | (4 | ) | (1.1 | %) | ||||||||||
Bank-Owned Life Insurance Income |
233 | 235 | (2 | ) | (0.9 | %) | ||||||||||
Net Loss on Sales of Investment Securities |
(70 | ) | | (70 | ) | | % | |||||||||
Net Gain (Loss) on Sales of Loans |
(77 | ) | 220 | (297 | ) | | % | |||||||||
Other Operating Income |
255 | 106 | 149 | | % | |||||||||||
Total Non-Interest Income |
$ | 6,017 | $ | 6,676 | $ | (659 | ) | (9.9 | %) | |||||||
For the three months ended June 30, 2011, non-interest income was $6.0 million, a
decrease of $659,000, or 9.9 percent, from $6.7 million for the same period in 2010. The decrease
in non-interest income was primarily attributable to the decrease in service charges on deposit
accounts and net gain on sales of loans, partially offset by the increase in other operating
income. The service charges on deposit accounts decreased by $324,000, or 9.0 percent, to $3.3
million for the three months ended June 30, 2011 compared to $3.6 million for the same period in
2010, due mainly to a decrease of $299,000 in non-sufficient fund charges, reflecting the continued
underlying decline in activity as customers better managed their account balances. Net loss on
sales of loans increased by $297,000 for the three months ended June 30, 2011 compared to the same
period in 2010. The net loss on sales of loans reflected $682,000 of valuation adjustments on loans
held for sale, partially offset by $605,000 of gains from the sales of loans held for sale. Other
operating income increased by $149,000 to $255,000 for the three months ended June 30, 2011
compared to $106,000 for the same period in 2010. The increase was primarily attributable to an $85,000
increase in foreign exchange gain driven by favorable changes in exchange rates.
48
Table of Contents
Six Months Ended June 30, 2011 vs. Six Months Ended June 30, 2010
The following table sets forth the various components of non-interest income for the periods
indicated:
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Service Charges on Deposit Accounts |
$ | 6,419 | $ | 7,328 | $ | (909 | ) | (12.4 | %) | |||||||
Insurance Commissions |
2,463 | 2,484 | (21 | ) | (0.8 | %) | ||||||||||
Remittance Fees |
961 | 985 | (24 | ) | (2.4 | %) | ||||||||||
Other Service Charges and Fees |
701 | 784 | (83 | ) | (10.6 | %) | ||||||||||
Trade Finance Fees |
625 | 763 | (138 | ) | (18.1 | %) | ||||||||||
Bank-Owned Life Insurance Income |
463 | 466 | (3 | ) | (0.6 | %) | ||||||||||
Net Gain (Loss) on Sales of Loans |
(415 | ) | 214 | (629 | ) | | % | |||||||||
Net Gain (Loss) on Sales of Investment Securities |
(70 | ) | 105 | (175 | ) | | % | |||||||||
Other Operating Income |
378 | 552 | (174 | ) | (31.5 | %) | ||||||||||
Total Non-Interest Income |
$ | 11,525 | $ | 13,681 | $ | (2,156 | ) | (15.8 | %) | |||||||
For the six months ended June 30, 2011, non-interest income was $11.5 million, a decrease
of $2.2 million, or 15.8 percent, from $13.7 million for the same period in 2010. The decrease in
non-interest income was primarily attributable to the decreases in service charges on deposit
accounts, net gain on sales of loans and investment securities, and other operating income. The
service charges on deposit accounts decreased by $909,000, or 12.4 percent, to $6.4 million for the
six months ended June 30, 2011 compared to $7.3 million for the same period in 2010, due mainly to
a decrease of $820,000 in non-sufficient fund charges, reflecting the continued underlying decline
in activity as customers better managed their account balances. Net loss on sales of loans
increased by $629,000 for the six months ended June 30, 2011 compared to the same period in 2010.
This increase reflected $2.9 million of valuation adjustments on loans held for sale, partially
offset by $2.5 million of gains from the sales of loans held for sale. Net gain on sales of
investment securities decreased by $175,000 for the six months ended June 30, 2011 compared to the
same period in 2010. The sales of investment securities for the first half of 2011 were a direct
result of implementing our rate risk minimization strategy through replacing long- duration
investments with short-duration ones in anticipation of rising rates. The proceeds from the sale of
investment securities provided additional liquidity to reduce the FHLB advance due in June 2011.
Other operating income decreased by $174,000, or 31.5 percent, to $378,000 for the six months ended
June 30, 2011 compared to $552,000 for the same period in 2010. The decrease was primarily
attributable to the absence of a $274,000 recovery on a previously recorded loss on sale of OREO
during the first quarter of 2010, partially offset by an $82,000 increase in foreign exchange gain
driven by favorable changes in exchange rates.
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Table of Contents
Non-Interest Expense
Three Months Ended June 30, 2011 vs. Three Months Ended June 30, 2010
The following table sets forth the breakdown of non-interest expense for the periods
indicated:
Three Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 8,762 | $ | 9,011 | $ | (249 | ) | (2.8 | %) | |||||||
Occupancy and Equipment |
2,650 | 2,674 | (24 | ) | (0.9 | %) | ||||||||||
Data Processing |
1,487 | 1,487 | | | % | |||||||||||
Deposit Insurance Premiums and Regulatory Assessments |
1,377 | 4,075 | (2,698 | ) | (66.2 | %) | ||||||||||
Professional Fees |
1,138 | 1,022 | 116 | 11.4 | % | |||||||||||
Advertising and Promotion |
908 | 503 | 405 | 80.5 | % | |||||||||||
Other Real Estate Owned Expense |
806 | 1,718 | (912 | ) | (53.1 | %) | ||||||||||
Directors and Officers Liability Insurance |
733 | 716 | 17 | 2.4 | % | |||||||||||
Supplies and Communications |
496 | 574 | (78 | ) | (13.6 | %) | ||||||||||
Amortization of Other Intangible Assets |
190 | 301 | (111 | ) | (36.9 | %) | ||||||||||
Loan-Related Expense |
184 | 310 | (126 | ) | (40.6 | %) | ||||||||||
Expenses Related to Unconsummated Capital Raises |
2,220 | | 2,220 | | % | |||||||||||
Other Operating Expenses |
1,935 | 2,374 | (439 | ) | (18.5 | %) | ||||||||||
Total Non-Interest Expense |
$ | 22,886 | $ | 24,765 | $ | (1,879 | ) | (7.6 | %) | |||||||
For the three months ended June 30, 2011, non-interest expense was $22.9 million, a
decrease of $1.9 million, or 7.6 percent, from $24.8 million for the same period in 2010. The
efficiency ratio for the three months ended June 30, 2011 was 72.67 percent, compared to 75.11
percent for the same period in 2010. The $1.9 million decrease in non-interest expense was
primarily due to the decreases in deposit insurance premiums and regulatory assessments and OREO
expense, partially offset by increases in expenses related to unconsummated capital raises and
advertising and promotion. The deposit insurance premiums and regulatory assessments decreased by
$2.7 million, or 66.2 percent, to $1.4 million for the three months ended June 30, 2011 compared to
$4.1 million for the same period in 2010, primarily due to the lower assessment rates for the FDIC
insurance on deposits. The assessment rates decreased by 22 basis points to 23 basis points for the
three months ended June 30, 2011 from 45 basis points for the same period in 2010, resulting from
the improvement in risk categories of the Bank and the Dodd-Frank Acts changes to the FDIC
assessment system. OREO expense decreased by $912,000, or 53.1 percent to $806,000 for the three
months ended June 30, 2011 compared to $1.7 million for the same period in 2010, primarily as a
result of a $937,000 decrease in valuation allowance. During the three months ended June 30, 2011,
non-interest expense included $2.2 million for our unconsummated capital offerings related to a
definitive securities purchase agreement with Woori Finance Holdings Co. Ltd. and a planned equity
offering. Advertising and promotion increased by $405,000, or 80.5 percent, to $908,000 for the
three months ended June 30, 2011 compared to $503,000 for the same period in 2010, primarily due to
the launch of new branding campaigns.
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Table of Contents
Six Months Ended June 30, 2011 vs. Six Months Ended June 30, 2010
The following table sets forth the breakdown of non-interest expense for the periods
indicated:
Six Months Ended | ||||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Salaries and Employee Benefits |
$ | 17,886 | $ | 17,797 | $ | 89 | 0.5 | % | ||||||||
Occupancy and Equipment |
5,215 | 5,399 | (184 | ) | (3.4 | %) | ||||||||||
Deposit Insurance Premiums and Regulatory Assessments |
3,447 | 6,299 | (2,852 | ) | (45.3 | %) | ||||||||||
Data Processing |
2,886 | 2,986 | (100 | ) | (3.3 | %) | ||||||||||
Professional Fees |
1,927 | 2,088 | (161 | ) | (7.7 | %) | ||||||||||
Other Real Estate Owned Expense |
1,635 | 7,418 | (5,783 | ) | (78.0 | %) | ||||||||||
Advertising and Promotion |
1,474 | 1,038 | 436 | 42.0 | % | |||||||||||
Directors and Officers Liability Insurance |
1,467 | 1,433 | 34 | 2.4 | % | |||||||||||
Supplies and Communications |
1,074 | 1,091 | (17 | ) | (1.6 | %) | ||||||||||
Loan-Related Expense |
409 | 617 | (208 | ) | (33.7 | %) | ||||||||||
Amortization of Other Intangible Assets |
408 | 629 | (221 | ) | (35.1 | %) | ||||||||||
Expenses Related to Unconsummated Capital Raises |
2,220 | | 2,220 | | % | |||||||||||
Other Operating Expenses |
3,899 | 4,194 | (295 | ) | (7.0 | %) | ||||||||||
Total Non-Interest Expense |
$ | 43,947 | $ | 50,989 | $ | (7,042 | ) | (13.8 | %) | |||||||
For the six months ended June 30, 2011, non-interest expense was $43.9 million, a
decrease of $7.0 million, or 13.8 percent, from $51.0 million for the same period in 2010. The
efficiency ratio for the three months ended June 30, 2011 was 69.64 percent, compared to 75.75
percent for the same period in 2010. The $7.0 million decrease in non-interest expense was
primarily due to the decreases in OREO expense and deposit insurance premiums and regulatory
assessments, partially offset by increases in expenses related to unconsummated capital raises and
advertising and promotion. OREO expense decreased by $5.8 million, or 78.0 percent, to $1.6 million
for the six months ended June 30, 2011 compared to $7.4 million for the same period in 2010,
primarily as a result of a $6.0 million decrease in valuation allowance. The deposit insurance
premiums and regulatory assessments decreased by $2.9 million, or 45.3 percent, to $3.4 million for
the three months ended June 30, 2011 compared to $6.3 million for the same period in 2010,
primarily due to the lower assessment rates for the FDIC insurance on deposits. The average
assessment rates decreased by 17 basis points to 28 basis points for the six months ended June 30,
2011 from 45 basis points for the same period in 2010, resulting from the improvement in risk
categories of the Bank and the Dodd-Frank Acts changes to the FDIC assessment system in early
April of 2011. Partially offsetting the declines in non-interest expense were the $2.2 million
expense for our unconsummated capital offerings and the $436,000 increase in advertising and
promotion for the six months ended June 30, 2011 compared to the same period in 2010.
Provision for Income Taxes
For the three months ended June 30, 2011, income tax expense of $605,000 was recognized on
pre-tax income of $8.6 million, representing an effective tax rate of 7.0 percent, compared to
income tax benefits of $36,000 recognized on pre-tax loss of $29.3 million, representing an
effective tax rate of 0.1 percent for the same period in 2010. For the six months ended June 30,
2011, income tax expense of $724,000 was recognized on pre-tax income of $19.2 million,
representing an effective tax rate of 3.8 percent, compared to income tax benefits of $431,000
recognized on pre-tax loss of $79.2 million, representing an effective tax rate of 0.5 percent for
the same period in 2010.
The tax expense recognized for the three and six months ended June 30, 2011 was primarily due
to an out of period adjustment of $605,000 and $718,000, respectively, to reserve for certain ASC
740-10(FIN 48) exposure items. During the fourth quarter of 2009, the Company recorded a tax
benefit upon electing a 5-year net operating loss carryback according to the IRS Code section IRC §
172(b)(1)(H) amended in November 2009. This out-of-period adjustment was to reinstate the reserves
that the Company released as the statute of limitations had expired in previous years. Due to the
Company filing amended tax returns as a result of the tax law revision, the Company needed to
reestablish these reserves. The tax benefit recognized during the first half of 2010 was primarily
due to the reversal of FIN 48 reserves related to lower assessment from the result of the State of
California Franchise Tax Board audit for the tax year 2005 through 2007.
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FINANCIAL CONDITION
Investment Portfolio
Investment securities are classified as held to maturity or available for sale in accordance
with GAAP. Those securities that we have the ability and the intent to hold to maturity are
classified as held to maturity. All other securities are classified as available for sale.
There were no trading securities as of June 30, 2011 and December 31, 2010. Securities classified
as held to maturity are stated at cost, adjusted for amortization of premiums and accretion of
discounts, and available for sale securities are stated at fair value. The 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 June 30, 2011, the investment portfolio was composed primarily of mortgage-backed
securities, U.S. government agency securities, and collateralized mortgage obligations. Investment
securities available for sale were 99.79 percent and 99.80 percent of the total investment
portfolio as of June 30, 2011 and December 31, 2010, 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
June 30, 2011 and December 31, 2010.
As of June 30, 2011, securities available for sale were $390.2 million, or 14.4 percent of
total assets, compared to $413.1 million, or 14.2 percent of total assets, as of December 31, 2010.
Securities available for sale, at fair value, decreased $22.9 million, or 5.54 percent, from
December 31, 2010 to June 30, 2011. The decrease was due primarily to $95.6 million of sales of
securities, $108.2 million of matured and called bonds and $24.8 million of principal paydowns,
partially offset by $200.7 million of purchased securities and $6.3 million of fair value
increases.
The following table summarizes the amortized cost, estimated fair value and unrealized gain
(loss) on investment securities as of the dates indicated:
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | |||||||||||||||||||||
Amortized | Fair | Gain | Amortized | Fair | Gain | |||||||||||||||||||
Cost | Value | (Loss) | Cost | Value | (Loss) | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Securities Held to Maturity: |
||||||||||||||||||||||||
Municipal Bonds |
$ | 697 | $ | 697 | $ | | $ | 696 | $ | 696 | $ | | ||||||||||||
Mortgage-Backed Securities (1) |
136 | 138 | 2 | 149 | 151 | 2 | ||||||||||||||||||
Total Securities Held to Maturity |
$ | 833 | $ | 835 | $ | 2 | $ | 845 | $ | 847 | $ | 2 | ||||||||||||
Securities Available for Sale: |
||||||||||||||||||||||||
Collateralized Mortgage Obligations |
$ | 124,940 | $ | 125,929 | $ | 989 | $ | 139,053 | $ | 137,193 | $ | (1,860 | ) | |||||||||||
Mortgage-Backed Securities (1) |
115,019 | 117,777 | 2,758 | 108,436 | 109,842 | 1,406 | ||||||||||||||||||
U.S. Government Agency Securities |
106,162 | 106,325 | 163 | 114,066 | 113,334 | (732 | ) | |||||||||||||||||
Corporate Bonds |
20,454 | 20,385 | (69 | ) | 20,449 | 20,205 | (244 | ) | ||||||||||||||||
Municipal Bonds |
9,296 | 9,256 | (40 | ) | 22,420 | 21,028 | (1,392 | ) | ||||||||||||||||
Asset-Backed Securities (2) |
6,476 | 6,799 | 323 | 7,115 | 7,384 | 269 | ||||||||||||||||||
Other Securities |
3,305 | 3,281 | (24 | ) | 3,305 | 3,259 | (46 | ) | ||||||||||||||||
Equity Securities (3) |
647 | 460 | (187 | ) | 647 | 873 | 226 | |||||||||||||||||
Total Securities Available for Sale |
$ | 386,299 | $ | 390,212 | $ | 3,913 | $ | 415,491 | $ | 413,118 | $ | (2,373 | ) | |||||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities. | |
(2) | Collateralized debentures of small business investment companies and state and local development companies, and guaranteed by SBA. | |
(3) | Balances presented for amortized cost, representing two equity securities, were net of an OTTI charge of $790,000, which was related to a credit loss, as of December 31, 2010. We recorded an OTTI charge of $790,000 to write down the value of one equity investment to its fair value during the year ended December 31, 2010. |
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The amortized cost and estimated fair value of investment securities as of June 30, 2011,
by contractual maturity, are shown below. Although collateralized mortgage obligations,
mortgage-backed securities and asset-backed securities have contractual maturities through 2041,
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 |
103,279 | 103,360 | 697 | 697 | ||||||||||||
Over Five Years Through Ten Years |
32,191 | 32,199 | | | ||||||||||||
Over Ten Years |
3,747 | 3,688 | | | ||||||||||||
Collateralized Mortgage Obligations |
124,940 | 125,929 | | | ||||||||||||
Mortgage-Backed Securities |
115,019 | 117,777 | 136 | 138 | ||||||||||||
Asset-Backed Securities |
6,476 | 6,799 | | | ||||||||||||
Equity Securities |
647 | 460 | | | ||||||||||||
$ | 386,299 | $ | 390,212 | $ | 833 | $ | 835 | |||||||||
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 June 30, 2011 and December 31, 2010:
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) | ||||||||||||||||||||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 35 | $ | 4,744 | 1 | $ | | $ | | | $ | 35 | $ | 4,744 | 1 | |||||||||||||||||||||
Collateralized Mortgage
Obligations |
125 | 29,630 | 8 | | | | 125 | 29,630 | 8 | |||||||||||||||||||||||||||
Municipal Bonds |
59 | 2,827 | 5 | 61 | 2,323 | 2 | 120 | 5,150 | 7 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
97 | 26,903 | 7 | | | | 97 | 26,903 | 7 | |||||||||||||||||||||||||||
Equity Securities |
187 | 460 | 2 | | | | 187 | 460 | 2 | |||||||||||||||||||||||||||
Other Securities |
| | | 41 | 958 | 1 | 41 | 958 | 1 | |||||||||||||||||||||||||||
Corporate Bonds |
74 | 12,895 | 3 | 18 | 2,982 | 1 | 92 | 15,877 | 4 | |||||||||||||||||||||||||||
$ | 577 | $ | 77,459 | 26 | $ | 120 | $ | 6,263 | 4 | $ | 697 | $ | 83,722 | 30 | ||||||||||||||||||||||
December 31, 2010: |
||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities |
$ | 731 | $ | 62,738 | 16 | $ | | $ | | | $ | 731 | $ | 62,738 | 16 | |||||||||||||||||||||
Collateralized Mortgage
Obligations |
2,330 | 99,993 | 20 | | | | 2,330 | 99,993 | 20 | |||||||||||||||||||||||||||
Municipal Bonds |
1,440 | 16,907 | 11 | | | | 1,440 | 16,907 | 11 | |||||||||||||||||||||||||||
U.S. Government Agency
Securities |
830 | 69,266 | 14 | | | | 830 | 69,266 | 14 | |||||||||||||||||||||||||||
Other Securities |
3 | 1,997 | 2 | 43 | 957 | 1 | 46 | 2,954 | 3 | |||||||||||||||||||||||||||
Corporate Bonds |
257 | 17,210 | 5 | | | | 257 | 17,210 | 5 | |||||||||||||||||||||||||||
$ | 5,591 | $ | 268,111 | 68 | $ | 43 | $ | 957 | 1 | $ | 5,634 | $ | 269,068 | 69 | ||||||||||||||||||||||
All individual securities that have been in a continuous unrealized loss position for 12
months or longer as of June 30, 2011 and December 31, 2010 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 June 30, 2011. These securities have fluctuated in value since their purchase
dates as market interest rates have fluctuated.
The unrealized losses on investments in U.S. agencies securities were caused by changes in
market interest rates or the widening of market spreads subsequent to the purchase of these
securities. The contractual terms of these investments do not permit the issuer to settle the
securities at a price less than par. Because the Bank does not intend to sell the securities in
this class and it is not likely that the Bank will be required to sell these securities before
recovery of their amortized cost basis, which may include holding each security until contractual
maturity, the unrealized losses on these investments are not considered other-than-temporarily
impaired.
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Table of Contents
The unrealized losses on obligations of political subdivisions were caused by changes in
market interest rates or the widening of market spreads subsequent to the initial purchase of these
securities. Management monitors published credit ratings of these securities and no adverse
ratings changes have occurred since the date of purchase of obligations of political subdivisions
which are in an unrealized loss position as of June 30, 2011. Because the decline in fair value is
attributable to changes in interest rates or widening market spreads and not credit quality, and
because the Bank does not intend to sell the securities in this class and it is not more likely
than not that the Bank will be required to sell these securities before recovery of their amortized
cost basis, which may include holding each security until maturity, the unrealized losses on these
investments are not considered other-than-temporarily impaired.
Of the residential mortgage-backed securities and collateralized mortgage obligations
portfolio in an unrealized loss position at June 30, 2011, all of them are issued and guaranteed by
governmental sponsored entities. The unrealized losses on residential mortgage-backed securities
and collateralized mortgage obligations were caused by changes in market interest rates or the
widening of market spreads subsequent to the initial purchase of these securities, and not by
concerns regarding the underlying credit of the issuers or the underlying collateral. It is
expected that these securities will not be settled at a price less than the amortized cost of each
investment. Because the decline in fair value is attributable to changes in interest rates or
widening market spreads and not credit quality, and because the Bank does not intend to sell the
securities in this class and it is not likely that the Bank will be required to sell these
securities before recovery of their amortized cost basis, which may include holding each security
until contractual maturity, the unrealized losses on these investments are not considered
other-than-temporarily impaired.
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
the opinion of management, all securities that have been in a continuous unrealized loss position
for the past 12 months or longer as of June 30, 2011 and December 31, 2010 are not
other-than-temporarily impaired, and therefore, no impairment charges as of June 30, 2011 and
December 31, 2010 are warranted.
Investment securities available for sale with carrying values of $66.2 million and $118.0
million as of June 30, 2011 and December 31, 2010, respectively, were pledged to secure FHLB
advances, public deposits and for other purposes as required or permitted by law.
54
Table of Contents
Loan Portfolio
The following table shows the loan composition by type, including loans held for sale, as of
the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property (1) |
$ | 689,550 | $ | 731,482 | $ | (41,932 | ) | (5.7 | %) | |||||||
Construction (2) |
40,684 | 62,400 | (21,716 | ) | (34.8 | %) | ||||||||||
Residential Property |
58,325 | 62,645 | (4,320 | ) | (6.9 | %) | ||||||||||
Total Real Estate Loans |
788,559 | 856,527 | (67,968 | ) | (7.9 | %) | ||||||||||
Commercial and Industrial Loans: (3) |
||||||||||||||||
Commercial Term (4) |
1,045,131 | 1,133,892 | (88,761 | ) | (7.8 | %) | ||||||||||
Commercial Lines of Credit |
50,636 | 59,056 | (8,420 | ) | (14.3 | %) | ||||||||||
SBA (5) |
135,323 | 123,750 | 11,573 | 9.4 | % | |||||||||||
International |
46,560 | 44,167 | 2,393 | 5.4 | % | |||||||||||
Total Commercial and Industrial Loans |
1,277,650 | 1,360,865 | (83,215 | ) | (6.1 | %) | ||||||||||
Consumer Loans |
46,500 | 50,300 | (3,800 | ) | (7.6 | %) | ||||||||||
Total Loans Gross |
2,112,709 | 2,267,692 | (154,983 | ) | (6.8 | %) | ||||||||||
Deferred Loan Fees |
(11 | ) | (566 | ) | 555 | (98.1 | %) | |||||||||
Allowance for Loan Losses |
(109,029 | ) | (146,059 | ) | 37,030 | (25.4 | %) | |||||||||
Net Loans Receivable |
$ | 2,003,669 | $ | 2,121,067 | $ | (117,398 | ) | (5.5 | %) | |||||||
(1) | Includes loans held for sale, at the lower of cost or fair value, of $708,000 and $2.3 million as of June 30, 2011 and December 31, 2010, respectively. | |
(2) | Includes loans held for sale, at the lower of cost or fair value, of $0 and $1.4 million as of June 30, 2011 and December 31, 2010, respectively. | |
(3) | Includes owner-occupied property loans of $846.5 million and $894.8 million as of June 30, 2011 and December 31, 2010, respectively. | |
(4) | Includes loans held for sale, at the lower of cost or fair value, of $12.9 million and $14.9 million as of June 30, 2011 and December 31, 2010, respectively. | |
(5) | Includes loans held for sale, at the lower of cost or fair value, of $30.3 million and $18.1 million as of June 30, 2011 and December 31, 2010, respectively. |
As of June 30, 2011 and December 31, 2010, loans receivable (including loans held for
sale), net of deferred loan fees and allowance for loan losses, totaled $2.00 billion and $2.12
billion, respectively, a decrease of $117.4 million, or 5.5 percent. Total gross loans decreased by
$155.0 million, or 6.8 percent, from $2.27 billion as of December 31, 2010 to $2.11 billion as of
June 30, 2011.
During the first half of 2011, total new loan production and advances amounted to $169.1
million. For the same period, we experienced decreases in loans totaling $323.5 million, comprised
of $224.5 million in principal amortization and payoffs, $47.7 million in charge-offs, $49.2
million in problem loan sales, and $2.1 million that were transferred to OREO. For the first half
of 2011, the $41.9 million decrease in commercial property loans was attributable to $64.2 million
in principal amortization and payoffs, $12.0 million in charge-offs, and $21.5 million in loan
sales, partially offset by new loan production and advances of $55.8 million. The $88.8 million
decrease in commercial term loans for the six months ended June 30, 2011 was attributable to $117.2
million in principal amortization and payoffs, $24.1 million in charge-offs, and $22.6 million in
loan sales, partially offset by new loan production and advances of $75.1 million.
Real estate loans, composed of commercial property, construction loans and residential
property, decreased $68.0 million, or 7.9 percent, to $788.6 million as of June 30, 2011 from
$856.5 million as of December 31, 2010, representing 37.3 percent and 37.8 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 $83.2 million, or 6.1
percent, to $1.28 billion as of June 30, 2011 from $1.36 billion as of December 31, 2010,
representing 60.5 percent and 60.0 percent, respectively, of total gross loans. Consumer loans
decreased $3.8 million, or 7.6 percent, to $46.5 million as of June 30, 2011 from $50.3 million as
of December 31, 2010.
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As of June 30, 2011, 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 | June 30, 2011 | Gross Loans Outstanding | ||||||
(In Thousands) | ||||||||
Lessors of Non-Residential Buildings |
$ | 372,732 | 17.6 | % | ||||
Accommodation/Hospitality |
$ | 307,428 | 14.6 | % | ||||
Gasoline Stations |
$ | 270,816 | 12.8 | % |
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, management is not aware of any loans as of
June 30, 2011 and December 31, 2010 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. 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.
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The following table provides information with respect to the components of non-performing
assets as of the dates indicated:
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Non-Performing Loans: |
||||||||||||||||
Non-Accrual Loans: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
$ | 44,132 | $ | 47,937 | $ | (3,805 | ) | (7.9 | %) | |||||||
Construction |
12,298 | 19,097 | (6,799 | ) | (35.6 | %) | ||||||||||
Residential Property |
1,726 | 1,925 | (199 | ) | (10.3 | %) | ||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
70,811 | 63,012 | 7,799 | 12.4 | % | |||||||||||
Commercial Lines of Credit |
2,905 | 2,798 | 107 | 3.8 | % | |||||||||||
SBA |
31,163 | 33,085 | (1,922 | ) | (5.8 | %) | ||||||||||
International |
3,243 | 127 | (3,116 | ) | | % | ||||||||||
Consumer Loans |
824 | 1,047 | (223 | ) | (21.3 | %) | ||||||||||
Total Non-Accrual Loans |
167,102 | 169,028 | (1,926 | ) | (1.1 | %) | ||||||||||
Loans 90 Days or More Past Due and Still Accruing
(as to Principal or Interest): |
| | | | ||||||||||||
Total Non-Performing Loans (1) (2) |
167,102 | 169,028 | (1,926 | ) | (1.1 | %) | ||||||||||
Other Real Estate Owned |
1,340 | 4,089 | (2,749 | ) | (67.2 | %) | ||||||||||
Total Non-Performing Assets |
$ | 168,442 | $ | 173,117 | $ | (4,675 | ) | (2.7 | %) | |||||||
Non-Performing Loans as a Percentage of Total Gross
Loans |
7.91 | % | 7.45 | % | ||||||||||||
Non-Performing Assets as a Percentage of Total Assets |
6.21 | % | 5.95 | % | ||||||||||||
Troubled Debt Restructured Performing Loans |
$ | 19,793 | $ | 47,395 | $ | (27,602 | ) | (58.2 | %) | |||||||
(1) | Includes troubled debt restructured non-performing loans of $66.0 million and $27.0 million as of June 30, 2011 and December 31, 2010, respectively. | |
(2) | Includes loans held for sale. |
Non-accrual loans totaled $167.1 million as of June 30, 2011, compared to $169.0 million
as of December 31, 2010, representing a 1.1 percent decrease. Delinquent loans (defined as 30 days
or more past due) were $97.2 million as of June 30, 2011, compared to $147.5 million as of December
31, 2010, representing a 34.1 percent decrease. Of the $97.2 million delinquent loans as of June
30, 2011, $81.6 million was included in non-performing loans. The $126.1 million of $147.5 million
delinquent loans as of December 31, 2010 was included in non-performing loans. During the first six
months of 2011, loans totaling $81.8 million were placed on nonaccrual status. The additions to
nonaccrual loans of $81.8 million were offset by $35.1 million in charge-offs, $29.3 million in
sales of problem loans, $14.3 million in principal paydowns and payoffs, $3.2 million that were
placed back to accrual status, and $1.9 million that were transferred to OREO.
The ratio of non-performing loans to total gross loans increased to 7.91 percent at June 30,
2011 from 7.45 percent at December 31, 2010. During the same period, our allowance for loan losses
decreased by $37.0 million, or 25.4 percent, to $109.0 million from $146.1 million. Of the $167.1
million non-performing loans, approximately $128.9 million were impaired based on the definition
contained in FASB ASC 310, Receivables, which resulted in aggregate impairment reserve of $19.3
million as of June 30, 2011. 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 June 30, 2011, $140.2 million, or 83.9 percent, of the $167.1 million of non-performing
loans were secured by real estate, compared to $138.1 million, or 81.7 percent, of the $169.0
million of non-performing loans as of December 31, 2010. In light of declining property values in
the current challenging economic condition affecting the real estate markets, the Bank obtained
current appraisals for most non-performing loan collaterals, but factored in adequate market
discounts on some non-performing loan collaterals to compensate for their non-current appraisals.
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As of June 30, 2011, other real estate owned consisted of five properties, primarily located
in California, with a
combined net carrying value of $1.3 million. During the six months ended June 30, 2011, five
properties, with a carrying value of $2.8 million, were transferred from loans receivable to other
real estate owned and eight properties, with a carrying value of $4.4 million, were sold and a loss
of $681,000 was recognized. As of December 31, 2010, other real estate owned consisted of eight
properties with a combined net carrying value of $4.1 million.
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:
Recorded | Unpaid Principal | With No Related | With an Allowance | |||||||||||||||||
Investment | Balance | Allowance Recorded | Recorded | Related Allowance | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||
Commercial Property |
||||||||||||||||||||
Retail |
$ | 15,810 | $ | 16,329 | $ | 8,845 | $ | 6,963 | $ | 565 | ||||||||||
Land |
26,008 | 26,008 | 25,184 | 825 | 105 | |||||||||||||||
Other |
21,624 | 21,748 | 3,698 | 17,926 | 2,623 | |||||||||||||||
Construction |
12,298 | 12,396 | 12,298 | | | |||||||||||||||
Residential Property |
2,325 | 2,386 | 1,982 | 343 | 31 | |||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||
Commercial Term |
||||||||||||||||||||
Unsecured |
14,999 | 15,463 | 661 | 14,338 | 11,040 | |||||||||||||||
Secured by Real Estate |
83,382 | 85,570 | 41,163 | 42,219 | 9,092 | |||||||||||||||
Commercial Lines of Credit |
3,028 | 3,097 | 1,218 | 1,810 | 1,394 | |||||||||||||||
SBA |
17,780 | 19,437 | 7,340 | 10,441 | 1,380 | |||||||||||||||
International |
3,243 | 3,243 | | 3,243 | 3,243 | |||||||||||||||
Consumer Loans |
870 | 898 | 379 | 491 | 223 | |||||||||||||||
Total |
$ | 201,367 | $ | 206,575 | $ | 102,768 | $ | 98,599 | $ | 29,696 | ||||||||||
December 31, 2010: |
||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||
Commercial Property |
||||||||||||||||||||
Retail |
$ | 17,606 | $ | 18,050 | $ | 6,336 | $ | 11,270 | $ | 1,543 | ||||||||||
Land |
35,207 | 35,295 | 5,482 | 29,725 | 1,485 | |||||||||||||||
Other |
11,357 | 11,476 | 10,210 | 1,147 | 33 | |||||||||||||||
Construction |
17,691 | 17,831 | 13,992 | 3,699 | 280 | |||||||||||||||
Residential Property |
1,926 | 1,990 | 1,926 | | | |||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||
Commercial Term |
||||||||||||||||||||
Unsecured |
17,847 | 18,799 | 6,465 | 11,382 | 10,313 | |||||||||||||||
Secured by Real Estate |
80,213 | 81,395 | 35,154 | 45,059 | 11,831 | |||||||||||||||
Commercial Lines of Credit |
4,067 | 4,116 | 1,422 | 2,645 | 1,321 | |||||||||||||||
SBA |
17,715 | 18,544 | 7,112 | 10,603 | 2,122 | |||||||||||||||
International |
127 | 141 | | 127 | 127 | |||||||||||||||
Consumer Loans |
934 | 951 | 393 | 541 | 393 | |||||||||||||||
Total |
$ | 204,690 | $ | 208,588 | $ | 88,492 | $ | 116,198 | $ | 29,448 | ||||||||||
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The following table provides information on impaired loans, disaggregated by class of
loan, as of the dates indicated:
Average | Interest | Average | Interest | |||||||||||||
Recorded | Income | Recorded | Income | |||||||||||||
Investment | Recognized | Investment | Recognized | |||||||||||||
for the Three | for the Three | for the Six | for the Six | |||||||||||||
Months | Months | Months | Months | |||||||||||||
Ended | Ended (1) | Ended | Ended (1) | |||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2011: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 17,260 | $ | 26 | $ | 17,633 | $ | 51 | ||||||||
Land |
27,561 | | 29,023 | | ||||||||||||
Other |
21,849 | 60 | 21,864 | 121 | ||||||||||||
Construction |
12,535 | | 12,578 | | ||||||||||||
Residential Property |
2,371 | | 2,386 | | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
15,365 | 53 | 15,571 | 105 | ||||||||||||
Secured by Real Estate |
84,898 | 456 | 85,504 | 821 | ||||||||||||
Commercial Lines of Credit |
3,076 | 2 | 3,090 | 4 | ||||||||||||
SBA |
18,900 | 31 | 19,107 | 57 | ||||||||||||
International |
3,243 | | 2,255 | | ||||||||||||
Consumer Loans |
889 | 1 | 893 | 1 | ||||||||||||
Total |
$ | 207,947 | $ | 629 | $ | 209,904 | $ | 1,160 | ||||||||
June 30, 2010: |
||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
||||||||||||||||
Retail |
$ | 17,977 | $ | | $ | 25,664 | $ | | ||||||||
Land |
43,425 | 59 | 45,164 | 114 | ||||||||||||
Other |
16,492 | 55 | 18,524 | 216 | ||||||||||||
Construction |
9,823 | | 9,823 | | ||||||||||||
Residential Property |
2,725 | | 2,784 | | ||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||
Commercial Term |
||||||||||||||||
Unsecured |
20,289 | | 18,278 | 9 | ||||||||||||
Secured by Real Estate |
111,388 | 67 | 104,745 | 293 | ||||||||||||
Commercial Lines of Credit |
6,132 | 56 | 5,499 | 82 | ||||||||||||
SBA |
25,573 | | 26,083 | | ||||||||||||
International |
284 | | 588 | | ||||||||||||
Consumer Loans |
396 | | 531 | | ||||||||||||
Total |
$ | 254,504 | $ | 237 | $ | 257,683 | $ | 714 | ||||||||
(1) | Represents interest income recognized on impaired loans subsequent to classification as impaired. |
For the three and six months ended June 30, 2011, we recognized interest income of $0 and
$33,000, respectively, on one impaired commercial term loan secured by real estate using a
cash-basis method. For the three and six months ended June 30, 2010, we recognized interest income
of $67,000 and $204,000, respectively, on one impaired commercial term loan secured by real estate
using a cash-basis method. Except for such loan, no other interest income was recognized on
impaired loans subsequent to classification as impaired using a cash-basis method.
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The following is a summary of interest foregone on impaired loans for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
Interest Income That Would Have Been Recognized Had
Impaired |
||||||||||||||||
Loans Performed in Accordance With Their Original Terms |
$ | 2,001 | $ | 3,755 | $ | 4,475 | $ | 7,030 | ||||||||
Less: Interest Income Recognized on Impaired Loans |
(629 | ) | (237 | ) | (1,160 | ) | (714 | ) | ||||||||
Interest Foregone on Impaired Loans |
$ | 1,372 | $ | 3,518 | $ | 3,315 | $ | 6,316 | ||||||||
There were no commitments to lend additional funds to borrowers whose loans are included
above.
During the six months ended June 30, 2011, we restructured monthly payments on 92 loans, with
a net carrying value of $77.4 million as of June 30, 2011, 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 June 30, 2011, troubled debt
restructurings on accrual status totaled $19.8 million, all of which were temporary interest rate
reductions, and a$4.4 million reserve relating to these loans is included in the allowance for loan
losses. Troubled debt restructurings on accrual status are comprised of loans that are
contractually current and have sustained repayment ability and performance or well secured and in
process of collection. As of December 31, 2010, troubled debt restructured loans on accrual status
totaled $47.4 million and a $6.4 million reserve relating to these loans is included in the
allowance for loan losses.
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
The Bank will charge off a loan and declare a loss when its collectability is sufficiently
questionable that the Bank can no longer justify showing the loan as an asset on its balance sheet.
To determine if a loan should be charged off, all possible sources of repayment are analyzed,
including the potential for future cash flow from income or liquidation of other assets, the value
of any collateral, and the strength of co-makers or guarantors. When these sources do not provide a
reasonable probability that principal can be collected in full, the Bank will fully or partially
charge off the loan.
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.
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 commercial real estate 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 eight 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.
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Table of Contents
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.
The Bank will charge off a loan and declare a loss when its collectability is sufficiently
questionable that the Bank can no longer justify showing the loan as an asset on its balance sheet.
To determine if a loan should be charged off, all possible sources of repayment are analyzed,
including the potential for future cash flow from income or liquidation of other assets, the value
of any collateral, and the strength of co-makers or guarantors. When these sources do not provide a
reasonable probability that principal can be collected in full, the Bank will fully or partially
charge off the loan.
For purposes of determining the allowance for credit losses, the loan portfolio is subdivided
into three portfolio segments: real estate, commercial and industrial, and consumer. The portfolio
segment of real estate contains the allowance loan pools of commercial real estate, construction,
and residential mortgage. The portfolio segment of commercial and industrial contains the loan
pools of commercial term unsecured, commercial term T/D secured, commercial line of credit,
SBA, international, and miscellaneous. Lastly, the portfolio segment of Consumer contains the loan
pools of consumer installment, consumer line of credit, auto, and credit card.
Real estate loans, which are mostly dependent on rental income from non-owner occupied or
investor properties, have been subject to increased losses. Prior to 2009, no historic losses were
recorded for loans secured by commercial real estate. However, given the decrease in sales and
increase in vacancies due to the current slowed economy, losses in loans secured by office and
retail properties have been significant. Loans secured by vacant land have also had significant
losses as valuations have decreased and further development has been limited. Also, commercial
term T/D secured loans, which are mostly owner-occupied property loans, have been subject to
decreases in collateral value and have had more losses than prior to the current economic
condition. Similarly, construction loans have been subject to losses due to unforeseen difficulties
in completion of projects. As such, allocations to general reserves for those loan pools have been
higher than that of loan pools with lower risk. Residential mortgage loans constitute a limited
concentration within the Banks entire loan portfolio, and losses as well as supplementary reserves
have been minimal.
Commercial and industrial loans, which are largely subject to changes in business cash flow,
have had the most historic losses within the Banks entire loan portfolio. The largest loan pool
within the commercial and industrial sector is commercial term T/D secured, which are mostly
loans secured by owner-occupied business properties. Loans secured by car washes, gas stations,
golf courses, and motels have had the most significant losses, as the hospitality and recreation
industries have been negatively affected by the current economy. As such, allocations to general
reserve for those loan pools have been increased. Also, commercial term unsecured and SBA loans
have had considerable losses and additional general reserves as decreased business cash flow due to
the challenging economic condition has weakened borrowers repayment abilities.
Consumer loans constitute a limited concentration within the Banks loan portfolio and are
mostly evaluated in bulk for general reserve requirements due to the relatively small volume per
loan.
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 following factors: 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, and outlook for the future.
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.
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Table of Contents
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 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; and | ||
| 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. |
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 reflects our allocation of allowance for loan and lease losses by loan
category as well as the loans receivable for each loan type:
June 30, 2011 | December 31, 2010 | |||||||||||||||
Allowance | Loans | Allowance | Loans | |||||||||||||
Allowance for Loan Losses Applicable To | Amount | Receivable | Amount | Receivable | ||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate Loans: |
||||||||||||||||
Commercial Property |
$ | 21,298 | $ | 688,842 | $ | 26,248 | $ | 729,222 | ||||||||
Construction |
1,984 | 40,684 | 5,606 | 60,995 | ||||||||||||
Residential Property |
833 | 58,059 | 911 | 62,645 | ||||||||||||
Total Real Estate Loans (1) |
24,115 | 787,585 | 32,765 | 852,862 | ||||||||||||
Commercial and Industrial Loans: (1) |
82,845 | 1,234,519 | 108,986 | 1,327,910 | ||||||||||||
Consumer Loans |
1,587 | 46,500 | 2,077 | 50,300 | ||||||||||||
Unallocated |
482 | | 2,231 | | ||||||||||||
Total |
$ | 109,029 | $ | 2,068,604 | $ | 146,059 | $ | 2,231,072 | ||||||||
(1) | Excludes loans held for sale. |
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Table of Contents
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 | As of and for the | ||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||
June 30, | March 31, | June 30, | June 30, | June 30, | |||||||||||||||||
2011 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||
Allowance for Loan Losses: |
|||||||||||||||||||||
Balance at Beginning of Period |
$ | 125,780 | $ | 146,059 | $ | 177,820 | $ | 146,059 | $ | 144,996 | |||||||||||
Actual Charge-Offs |
(20,652 | ) | (25,181 | ) | (40,718 | ) | (45,833 | ) | (70,832 | ) | |||||||||||
Recoveries on Loans Previously Charged Off |
4,151 | 3,626 | 1,772 | 7,777 | 5,493 | ||||||||||||||||
Net Loan Charge-Offs |
(16,501 | ) | (21,555 | ) | (38,946 | ) | (38,056 | ) | (65,339 | ) | |||||||||||
Provision Charged to Operating Expenses |
(250 | ) | 1,276 | 37,793 | 1,026 | 97,010 | |||||||||||||||
Balance at End of Period |
$ | 109,029 | $ | 125,780 | $ | 176,667 | $ | 109,029 | $ | 176,667 | |||||||||||
Allowance for Off-Balance Sheet Items: |
|||||||||||||||||||||
Balance at Beginning of Period |
$ | 2,141 | $ | 3,417 | $ | 2,655 | $ | 3,417 | $ | 3,876 | |||||||||||
Provision Charged to Operating Expenses |
250 | (1,276 | ) | (293 | ) | (1,026 | ) | (1,514 | ) | ||||||||||||
Balance at End of Period |
$ | 2,391 | $ | 2,141 | $ | 2,362 | $ | 2,391 | $ | 2,362 | |||||||||||
Ratios: |
|||||||||||||||||||||
Net Loan Charge-Offs to Average Total Gross Loans (1) |
3.10 | % | 3.91 | % | 5.98 | % | 3.51 | % | 4.90 | % | |||||||||||
Net Loan Charge-Offs to Total Gross Loans (1) |
3.13 | % | 4.02 | % | 6.24 | % | 3.63 | % | 5.26 | % | |||||||||||
Allowance for Loan Losses to Average Total Gross Loans |
5.10 | % | 5.63 | % | 6.76 | % | 4.99 | % | 6.57 | % | |||||||||||
Allowance for Loan Losses to Total Gross Loans |
5.16 | % | 5.79 | % | 7.05 | % | 5.16 | % | 7.05 | % | |||||||||||
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
60.70 | % | 69.50 | % | 88.42 | % | 70.39 | % | 74.58 | % | |||||||||||
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
| % | | % | 103.05 | % | | % | 67.35 | % | |||||||||||
Allowance for Loan Losses to Non-Performing Loans |
65.25 | % | 82.90 | % | 72.96 | % | 65.25 | % | 72.96 | % | |||||||||||
Balances: |
|||||||||||||||||||||
Average Total Gross Loans Outstanding During Period |
$ | 2,137,144 | $ | 2,234,570 | $ | 2,612,077 | $ | 2,185,587 | $ | 2,689,093 | |||||||||||
Total Gross Loans Outstanding at End of Period |
$ | 2,112,709 | $ | 2,173,692 | $ | 2,504,248 | $ | 2,112,709 | $ | 2,504,248 | |||||||||||
Non-Performing Loans at End of Period |
$ | 167,102 | $ | 151,730 | $ | 242,133 | $ | 167,102 | $ | 242,133 |
(1) | Net loan charge-offs are annualized to calculate the ratios. |
The allowance for loan losses decreased by $37.0 million, or 25.4 percent, to $109.0
million as of June 30, 2011 as compared to $146.1 million as of December 31, 2010. The allowance
for loan losses as a percentage of total gross loans decreased to 5.16 percent as of June 30, 2011
from 6.44 percent as of December 31, 2010. For the three months ended June 30, 2011 and 2010, the
provision for credit losses was $0 and $37.5 million, respectively. For the six months ended June
30, 2011 and 2010, the provision for credit losses was $0 and $95.5 million, respectively. For the
three months ended June 30, 2011, the $250,000 provision for off-balance items was offset by the
$250,000 reversal in provision for loans, resulting in the $0 total provision for credit losses as
of June 30, 2011. For the six months ended June 30, 2011, the $1.0 million provision for loans was
offset by the $1.0 million reversal in provision for off-balance items, resulting in the $0 total
provision for credit losses as of June 30, 2011.
The decrease in the allowance for loan losses as of June 30, 2011 was due primarily to
subsequent decreases in historical loss rates, classified assets, and overall gross loans. Due to
these factors, general reserves decreased $33.8 million, or 38.1 percent, to $54.9 million as of
June 30, 2011 as compared to $88.7 million at December 31, 2010. In addition, total qualitative
reserves decreased $2.0 million, or 8.1 percent, to $23.5 million as of June 30, 2011 as compared
to $25.5 million as of December 31, 2010. This was a direct result of the decrease in overall loan
volume of $155.0 million, or 6.8 percent, to $2.11 billion at June 30, 2011 as compared to $2.27
billion at December 31, 2011. Improvements in metrics related to credit quality as well as
decreases in overall gross loan balances have directly resulted in subsequent decreases in
allowance and provision for loan losses as of June 30, 2011.
Total impaired loans, excluding loans held for sale, decreased $11.2 million, or 5.5 percent,
to $193.5 million as of June 31, 2011 as compared to $204.7 million at December 31, 2010. However,
specific reserve allocations associated with impaired loans increased $0.3 million, or 0.8 percent,
to $29.7 million as of June 30, 2011 as compared
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to $29.4 million as of December 31, 2010. The increase in impairment reserves was mostly due
to more conservative discounts taken by the Bank on out-dated valuations and out-of-state
collaterals as a measure of prudence against potential losses.
The following table presents a summary of charge-offs by the loan portfolio.
As of and for the | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Charge-offs: |
||||||||||||||||
Real Estate Loans |
$ | 5,591 | $ | 12,412 | $ | 12,644 | $ | 17,817 | ||||||||
Commercial Term Loans |
9,591 | 19,572 | 23,939 | 40,426 | ||||||||||||
SBA Loans |
577 | 3,354 | 3,730 | 6,334 | ||||||||||||
Commercial Lines of Credit |
4,453 | 4,831 | 4,904 | 5,083 | ||||||||||||
International Loans |
120 | 194 | 120 | 194 | ||||||||||||
Consumer Loans |
320 | 355 | 496 | 978 | ||||||||||||
Total Charge-offs |
20,652 | 40,718 | 45,833 | 70,832 | ||||||||||||
Recoveries: |
||||||||||||||||
Real Estate Loans |
2,223 | 162 | 2,744 | 1,865 | ||||||||||||
Commercial Term Loans |
1,666 | 1,015 | 4,594 | 2,596 | ||||||||||||
SBA Loans |
122 | 136 | 232 | 487 | ||||||||||||
Commercial Lines of Credit |
4 | 42 | 56 | 86 | ||||||||||||
International Loans |
123 | 337 | 129 | 338 | ||||||||||||
Consumer Loans |
13 | 80 | 22 | 121 | ||||||||||||
Total Recoveries |
4,151 | 1,772 | 7,777 | 5,493 | ||||||||||||
Net Charge-offs |
$ | 16,501 | $ | 38,946 | $ | 38,056 | $ | 65,339 | ||||||||
For the three months ended June 30, 2011, total net charge-offs were $16.5 million,
compared to $38.9 million for the same period in 2010. During the six months ended June 30, 2011,
total net charge-offs were $38.1 million, compared to $65.3 million for the same period in 2010.
The Bank recorded in other liabilities an allowance for off-balance sheet exposure, primarily
unfunded loan commitments, of $2.4 million and $3.4 million as of June 30, 2011 and December 31,
2010, respectively. The decrease was primarily due to lower reserve factors based on historical
loss rates as well as decreases in total off-balance items. 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 June 30, 2011 and December 31, 2010.
Deposits
The following table shows the composition of deposits by type as of the dates indicated.
June 30, | December 31, | Increase (Decrease) | ||||||||||||||
2011 | 2010 | Amount | Percentage | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Demand Noninterest-Bearing |
$ | 600,812 | $ | 546,815 | $ | 53,997 | 9.9 | % | ||||||||
Interest-Bearing: |
||||||||||||||||
Savings |
110,935 | 113,968 | (3,033 | ) | (2.7 | %) | ||||||||||
Money Market Checking and NOW Accounts |
484,132 | 402,481 | 81,651 | 20.3 | % | |||||||||||
Time Deposits of $100,000 or More |
878,871 | 1,118,621 | (239,750 | ) | (21.4 | %) | ||||||||||
Other Time Deposits |
323,625 | 284,836 | 38,789 | 13.6 | % | |||||||||||
Total Deposits |
$ | 2,398,375 | $ | 2,466,721 | $ | (68,346 | ) | (2.8 | %) | |||||||
Total deposits decreased $68.3 million, or 2.8 percent, to $2.40 billion as of June 30,
2011 from $2.47 billion as of December 31, 2010. Total time deposits outstanding decreased $201.0
million, or 14.3 percent, to $1.20 billion as of June 30, 2011 from $1.40 billion as of December
31, 2010, representing 50.1 percent and 56.9 percent, respectively, of total deposits. The
decreases in total deposits were the direct results of strategic plans aiming to increase core
deposits while reducing the reliance on volatile wholesale funds and rate-sensitive time deposits.
During the first half of 2011, $166.4 million of high-cost promotional time deposits and $152.9
million of deposits raised from rate listing services
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matured. Core deposits (defined as total deposits less
time deposits greater than $100,000) increased by $171.4 million, or 12.7 percent, to $1.52 billion
as of June 30, 2011 from $1.35 billion as of December 31, 2010. At June 30, 2011, noninterest-bearing
demand deposits represented 25.1 percent of total deposits compared to 22.2 percent at December 31, 2010.
We had no brokered deposits as of June
30, 2011 and December 31, 2010. As of June 30, 2011, time deposits of more than $250,000 were
$346.9 million.
Federal Home Loan Bank Advances
FHLB advances and other borrowings mostly take the form of advances from the FHLB of San Francisco and overnight federal funds. At June 30, 2011, advances from the FHLB were $3.5 million, a decrease of $150.1 million from the December 31, 2010 balance of $153.7 million. As of June 30, 2011, 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 Pacific
Union Bank, totaled $82.4 million at June 30, 2011 and December 31, 2010. 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 our recently issued regulatory enforcement actions without the prior written consent of the FRB and DFI.
Accrued interest payable on junior subordinated debentures amounted to $8.3 million and $6.9 million
at June 30, 2011 and December 31, 2010, respectively.
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INTEREST RATE RISK MANAGEMENT
Interest rate risk indicates our exposure to market interest rate fluctuations. The movement
of interest rates directly and inversely affects the economic value of fixed-income assets, which
is the present value of future cash flow discounted by the current interest rate; under the same
conditions, the higher the current interest rate, the higher the denominator of discounting.
Interest rate risk management is intended to decrease or increase the level of our exposure to
market interest rates. The level of interest rate risk can be managed through such means as the
changing of gap positions and the volume of fixed-income assets. For successful management of
interest rate risk, we use various methods to measure existing and future interest rate risk
exposures, giving effect to historical attrition rates of core deposits. In addition to regular
reports used in business operations, repricing gap analysis, stress testing and simulation modeling
are the main measurement techniques used to quantify interest rate risk exposure.
The following table shows the status of our gap position as of June 30, 2011:
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 |
$ | | $ | | $ | | $ | | $ | 67,166 | $ | 67,166 | ||||||||||||
Interest-Bearing Deposits in Other Banks |
129,768 | 1,989 | | | | 131,757 | ||||||||||||||||||
Investment Securities: |
||||||||||||||||||||||||
Fixed Rate |
43,625 | 65,080 | 115,351 | 84,250 | 9,801 | 318,107 | ||||||||||||||||||
Floating Rate |
28,482 | 11,095 | 23,494 | 9,399 | 468 | 72,938 | ||||||||||||||||||
Loans: |
||||||||||||||||||||||||
Fixed Rate |
114,492 | 152,607 | 377,522 | 16,266 | | 660,887 | ||||||||||||||||||
Floating Rate |
1,233,939 | 30,110 | 24,782 | 1,230 | | 1,290,061 | ||||||||||||||||||
Non-Accrual |
| | | | 167,102 | 167,102 | ||||||||||||||||||
Deferred Loan Fees, Discounts,
Valuation Adjustment and Allowance for
Loan Losses |
| | | | (114,381 | ) | (114,381 | ) | ||||||||||||||||
Investment in Federal Home Loan Bank Stock
and Federal
Reserve Bank Stock |
| | | 32,565 | | 32,565 | ||||||||||||||||||
Other Assets |
| 27,813 | | 6,173 | 50,647 | 84,633 | ||||||||||||||||||
Total Assets |
$ | 1,550,306 | $ | 288,694 | $ | 541,149 | $ | 149,883 | $ | 180,803 | $ | 2,710,835 | ||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Demand Noninterest-Bearing |
$ | | $ | | $ | | $ | | $ | 600,812 | $ | 600,812 | ||||||||||||
Savings |
10,983 | 26,358 | 53,748 | 19,846 | | 110,935 | ||||||||||||||||||
Money Market Checking and NOW Accounts |
35,242 | 168,756 | 215,821 | 64,313 | | 484,132 | ||||||||||||||||||
Time Deposits: |
||||||||||||||||||||||||
Fixed Rate |
185,241 | 790,547 | 226,650 | | | 1,202,438 | ||||||||||||||||||
Floating Rate |
58 | | | | | 58 | ||||||||||||||||||
Federal Home Loan Bank Advances |
61 | 277 | 3,141 | | | 3,479 | ||||||||||||||||||
Other Borrowings |
1,034 | | | | | 1,034 | ||||||||||||||||||
Junior Subordinated Debentures |
82,406 | | | | | 82,406 | ||||||||||||||||||
Other Liabilities |
| | | | 27,176 | 27,176 | ||||||||||||||||||
Stockholders Equity |
| | | | 198,365 | 198,365 | ||||||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 315,025 | $ | 985,938 | $ | 499,360 | $ | 84,159 | $ | 826,353 | $ | 2,710,835 | ||||||||||||
Repricing Gap |
$ | 1,235,281 | $ | (697,244 | ) | $ | 41,789 | $ | 65,724 | $ | (645,550 | ) | $ | | ||||||||||
Cumulative Repricing Gap |
$ | 1,235,281 | $ | 538,037 | $ | 579,826 | $ | 645,550 | $ | | $ | | ||||||||||||
Cumulative Repricing Gap as a Percentage of
Total Assets |
45.57 | % | 19.85 | % | 21.39 | % | 23.81 | % | | |||||||||||||||
Cumulative Repricing Gap as a Percentage of
Interest-Earning Assets |
49.29 | % | 21.47 | % | 23.13 | % | 25.76 | % | |
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.
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As of June 30, 2011, the cumulative repricing gap for the three-month period was at an
asset-sensitive position and was 49.29 percent of interest-earning assets, which increased from
33.67 percent as of December 31, 2010. The increase was mainly caused by decreases of $150.0
million and $243.2 million in Federal Home Loan Bank advances and fixed rate time deposits,
respectively, partially offset by decreases of $54.6 million and $49.1 million in interest-bearing
deposits in other banks and fixed rate loans, respectively.
The cumulative repricing gap for the twelve-month period was at an asset-sensitive position
and was 21.47 percent of interest-earning assets, which decreased from 31.25 percent as of
December 31, 2010. The decrease was primarily caused by decreases of $160.9 million, $89.0 million,
$57.0 million, and $5.1 million in fixed rate loans, floating rate loans, interest-bearing
deposits in other banks, and floating rate securities, respectively, and increases of $166.4
million and $36.3 million in fixed rate time deposits, and money market checking and NOW accounts,
respectively. Partially offsetting the declines in the twelve-month period gap were a decrease of
$150.0 million in FHLB advances and an increase of $44.8 million in fixed rate investment
securities, respectively.
The following table summarizes the status of the cumulative gap position as of the dates
indicated.
Less Than Three Months | Less Than Twelve Months | |||||||||||||||
June 30, | December 31, | June 30, | December 31, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Cumulative Repricing Gap |
$ | 1,235,281 | $ | 921,942 | $ | 538,037 | $ | 855,812 | ||||||||
Cumulative Repricing Gap as a Percentage of Total Assets |
45.57 | % | 31.71 | % | 19.85 | % | 29.44 | % | ||||||||
Cumulative Repricing Gap as a Percentage of Interest-Earning Assets |
49.29 | % | 33.67 | % | 21.47 | % | 31.25 | % |
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. 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% |
10.26 | % | (8.91 | )% | $ | 11,285 | $ | (30,908 | ) | |||||||
100% |
4.62 | % | (4.37 | )% | $ | 5,081 | $ | (15,174 | ) | |||||||
(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.
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Table of Contents
CAPITAL RESOURCES AND LIQUIDITY
Capital Resources
Historically, our primary source of capital has been the retention of operating earnings. To
ensure adequate capital levels, the Board continually assesses projected sources and uses of
capital in conjunction with projected increases 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.
Under the Final Order, the Bank is required to increase its capital and maintain certain
regulatory capital ratios prior to certain dates specified in the Final Order. By July 31, 2010,
the Bank was required to increase its contributed equity capital by not less than an additional
$100 million, and maintain a ratio of tangible stockholders equity to total tangible assets of at
least 9.0 percent. By December 31, 2010, and thereafter during the life of the Final Order, the
Bank will be required to maintain a ratio of tangible stockholders equity to total tangible assets
of not less than 9.5 percent.
If the Bank is not able to maintain the capital ratios identified in the Final 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 submitted to the FRB. On July 27,
2010, we completed a registered rights and best efforts offering in which we raised $116.8 million
in net proceeds. As a result, we satisfied the $100 million capital contribution requirement set
forth in the Final Order. While the Banks tangible stockholders equity to total tangible assets
ratio was 8.59 percent at December 31, 2010, the ratio increased to 10.33 percent at June 30, 2011.
Therefore, the Bank is currently in compliance with the tangible capital ratio requirement.
Further, the Banks capital ratios exceeded the ratios required to be considered well capitalized
under the regulatory PCA guidelines.
Our board has assessed and will continue to periodically assess our capital position. If it
determines that the Banks capital does not exceed the amount necessary to fund its operating and
strategic needs and to fully comply with regulatory orders we are subject to, we will evaluate
various opportunities to further enhance our capital position with additional capital.
Liquidity 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, 2011. 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 June 30, 2011, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $6.3 million, down from $7.7 million as of
December 31, 2010.
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 originating
from its branch platform. The Banks wholesale funds historically consisted of FHLB advances and
brokered deposits. As of June 30, 2011, in compliance with its regulatory restrictions, the Bank
had no brokered deposits, and had FHLB advances of $3.5 million, a decrease of $150.2 million from
$153.7 million at December 31, 2010.
The Banks primary source of borrowings is the FHLB, from which the Bank is eligible to borrow
up to 15 percent of its total assets. As of June 30, 2011, the total borrowing capacity available
based on pledged collateral and the remaining available borrowing capacity were $391.2 million and
$387.7 million, respectively. The Banks FHLB borrowings as of June 30, 2011 totaled $3.5 million,
representing 0.1 percent of total assets. As of August 5, 2011, the Banks FHLB borrowing capacity
available based on pledged collateral and the remaining available borrowing capacity were $378.1
million and $374.6 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.
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As a means of augmenting its liquidity, the Bank had an available borrowing source of $150.5
million from the Federal Reserve Discount Window (the Fed Discount Window), to which the Bank
pledged loans with a carrying value of $321.1 million, and had no borrowings as of June 30,
2011. 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 2010, South Street
Securities LLC extended a line of credit to the Bank for reverse repurchase agreements up to a
maximum of $100.0 million.
Current market conditions have limited the Banks liquidity sources principally to
interest-bearing deposits, unpledged marketable securities, and secured funding outlets such as the
FHLB and Fed Discount Window. There can be no assurance that actions by the FHLB or Federal Reserve
Bank would not reduce the Banks borrowing capacity or that the Bank would be able to continue to
replace deposits at competitive rates. As of June 30, 2011, in compliance with its regulatory
restrictions, the Bank did not have any brokered deposits and would consult in advance with its
regulators if it were to consider accepting brokered deposits in the future.
The Bank has Contingency Funding Plans (CFPs) designed to ensure that liquidity sources are
sufficient to meet its ongoing obligations and commitments, particularly in the event of a
liquidity contraction. The CFPs are designed to examine and quantify its liquidity under various
stress scenarios. Furthermore, the CFPs provide a framework for management and other critical
personnel to follow in the event of a liquidity contraction or in anticipation of such an event.
The CFPs address authority for activation and decision making, liquidity options and the
responsibilities of key departments in the event of a liquidity contraction.
The Bank believes that it nonetheless has adequate liquidity resources to fund its obligations with
its interest-bearing deposits, unpledged marketable securities, and secured credit lines with the
FHLB and Fed Discount Window.
OFF-BALANCE SHEET ARRANGEMENTS
For a discussion of off-balance sheet arrangements, see Note 10 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, 2010.
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, 2010.
RECENTLY ISSUED ACCOUNTING STANDARDS
FASB ASU 2011-05, Presentation of Comprehensive Income (Topic 220) ASU 2011-05 is
intended to improve the comparability, consistency, and transparency of financial reporting and to
increase the prominence of items reported in other comprehensive income. To increase the prominence
of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and
IFRS, the FASB decided to eliminate the option to present components of other comprehensive income
as part of the statement of changes in stockholders equity, among other amendments in this Update.
These amendments apply to all entities that report items of other comprehensive income, in any
period presented. Under the amendments to Topic 220, an entity has the option to present the total
of comprehensive income, the components of net income, and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but
consecutive statements. The amendments in ASU 2011-05 are effective fiscal years, and interim
periods within those years, beginning after December 15, 2011. Adoption of ASU 2011-05 is not
expected to have a significant impact on our financial condition or result of operations.
FASB ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs (Topic 820) ASU 2011-04 provides guidance on fair value
measurement and disclosure requirements that the FASB deemed largely identical across U.S. GAAP and
IFRS.
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The requirements do not extend the use of fair value accounting, but provide guidance on how it should be
applied where its use is already required or allowed. ASU 2011-04 supersedes most of the guidance
in ASC topic 820, but many of the changes are clarifications of existing guidance or wording
changes to reflect IFRS 13. Amendments in ASU 2011-04 change the wording used to describe U.S. GAAP
requirements for fair value and disclosing information about fair value measurements. ASU 2011-04
is effective for interim and annual reporting periods beginning after December 15, 2011, and early
application is not permitted. Adoption of ASU 2011-04 is not expected to have a significant impact
on our financial condition or result of operations.
FASB ASU 2011-02, Receivable (Topic 310), Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses ASU 2011-02 clarifies the guidance for
evaluating whether a restructuring constitutes a troubled debt restructuring (TDR). The guidance
requires that a creditor separately conclude that both of the following exist: i) The restructuring
constitutes a concession, ii) The debtor is experiencing financial difficulties. In addition, the
guidance clarifies that a creditor is precluded from using the effective interest rate test in the
debtors guidance on restructuring of payables when evaluating whether a restructuring constitutes
a TDR. The amendments in ASU 2011-02 are effective for the first interim or annual period beginning
on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual
period of adoption. We are evaluating the impact of adoption of ASU 2011-02 on its disclosures in
the 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 Capital Resources and Liquidity.
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2011, Hanmi Financial carried out an evaluation, under the supervision and with
the participation of Hanmi Financials management, including Hanmi Financials Chief Executive
Officer and Chief Financial Officer, of the effectiveness of Hanmi Financials disclosure controls
and procedures and internal controls over financial reporting pursuant to Securities and Exchange
Commission rules. Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that Hanmi Financials disclosure controls and procedures were effective as of
the end of the period covered by this Report.
During our most recent fiscal quarter ended June 30, 2011, there have been no changes in our
internal control over financial reporting that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, Hanmi Financial and its subsidiaries are parties to litigation that arises
in the ordinary course of business, such as claims to enforce liens, claims involving the
origination and servicing of loans, and other issues related to the business of Hanmi Financial and
its subsidiaries. In the opinion of management, the resolution of any such issues would not have a
material adverse impact on the financial condition, results of operations, or liquidity of Hanmi
Financial or its subsidiaries.
ITEM 1A. RISK FACTORS
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, 2010 that was filed with the SEC on March 16,
2011. Together with those risk factors and other information on the risks we face and our
management of risk contained in this Quarterly Report on Form 10-Q, the following presents
additional risks that may affect us. Events or circumstances arising from one or more of these
risks could adversely affect our business, financial condition, operating results and prospects and
the value and price of our common stock could decline. The risks identified below are not intended
to be a comprehensive list of all risks we face and additional risks that we may currently view as
not material may also adversely impact our financial condition, business operations and results of
operations.
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Our use of appraisals in deciding whether to make loans secured by real property does not
ensure that the value of the real property collateral will be sufficient to repay our loans. In
considering whether to make a loan secured by real property, we require an appraisal of the
property. However, an appraisal is only an estimate of the value of the property at the time the
appraisal is made and requires the exercise of a considerable degree of judgment and adherence to
professional standards. If the appraisal does not reflect the amount that may be obtained upon
sale or foreclosure of the property, whether due to declines in property values after the date of
the original appraisal or defective preparation, we may not realize an amount equal to the
indebtedness secured by the property and may suffer losses.
Our controls and procedures could fail or be circumvented. Management regularly reviews and
updates our internal controls, disclosure controls and procedures and corporate governance policies
and procedures. Any system of controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, but not absolute, assurances of the
effectiveness of these systems and controls, and that the objectives of these controls have been
met. Any failure or circumvention of our controls and procedures, and any failure to comply with
regulations related to controls and procedures could adversely affect our business, results of
operations and financial condition.
We could be liable for breaches of security in our online banking services. Fear of security
breaches could limit the growth of our online services. We offer various Internet-based services to
our clients, including online banking services. The secure transmission of confidential information
over the Internet is essential to maintain our clients confidence in our online services. Advances
in computer capabilities, new discoveries or other developments could result in a compromise or
breach of the technology we use to protect client transaction data. Although we have developed
systems and processes that are designed to prevent security breaches and periodically test our
security, failure to mitigate breaches of security could adversely affect our ability to offer and
grow our online services and could harm our business.
The soundness of other financial institutions could adversely affect us. Financial services
institutions are interrelated as a result of trading, clearing, counterparty or other
relationships. We have exposure to many different industries and counterparties, and we routinely
execute transactions with counterparties in the financial industry, including brokers and dealers,
commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many
of these transactions expose us to credit risk in the event of default of our counterparty or
client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be
realized upon or is liquidated at prices not sufficient to recover the full amount of the financial
instrument exposure due us. Any such losses could have a material adverse effect on our financial
condition and results of operations.
A failure by the U.S. government to meet the conditions of the August 2011 debt ceiling
agreement or to reduce its budget deficits or a downgrade of U.S. sovereign debt from its AAA
credit rating could have a material adverse effect on the availability of financing, our borrowing
costs, the liquidity and valuation of securities in our investment portfolio, our financial
condition and our results of operations. As widely reported, there continues to be concerns over
the ability of the United States government to reduce its budget deficits and resolve its debt
crisis. The U.S. sovereign debt continues to be under review for a downgrade of its AAA credit
rating to account for the risk that U.S. lawmakers fail to meet the conditions of the August 2011
debt ceiling agreement and/or reduce its overall debt. Any such failures or a downgrade of the U.S.
sovereign debt rating could have a material adverse effect both on the U.S. economy and on the
global economy. In particular, this could cause disruption in the capital markets and impact the
stability of future U.S. treasury auctions and the trading market for U.S. government securities,
resulting in increased interest rates and borrowing costs. The Bank relies on customer deposits,
brokered deposits and advances from the Federal Home Loan Bank to fund operations. The Banks
financial flexibility will be severely constrained if it is unable to maintain its access to
funding or if adequate financing is not available to accommodate future growth at acceptable
interest rates. If the Bank is required to rely on more expensive funding sources to support future
growth, revenues may not increase proportionately to cover costs. In this case, profitability would
be adversely affected. Any of these factors could negatively impact our borrowing costs and our
liquidity, which could have a material adverse impact on our financial condition and our results of
operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
Corrections of Certain Data Regarding Non-performing Loans Set Forth in Our Earnings Release dated
July 21, 2011.
This Quarterly Report on Form 10-Q includes corrected data regarding total non-performing
loans as of and for the quarter ended June 30, 2011, which differ from and supersede data included
in the Earnings Release dated July 21, 2011. These corrections had no effect on the consolidated
statements of operations or earnings per share for the second quarter of 2011.
The following table sets forth the corrected items.
Total Non-Performing Loans
As Previously Reported | Adjustment | As Adjusted | ||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Percentage | ||||||||||||||||||||||||
Balance | Percentage | Amount | Change | Balance | Percentage | |||||||||||||||||||
June 30, 2011: |
||||||||||||||||||||||||
Real Estate Loans: |
||||||||||||||||||||||||
Commercial Property |
||||||||||||||||||||||||
Retail |
$ | 14,335 | 9.0 | % | $ | | | $ | 14,335 | 8.6 | % | |||||||||||||
Land |
25,184 | 15.9 | % | | | 25,184 | 15.1 | % | ||||||||||||||||
Other |
3,672 | 2.3 | % | 941 | 0.5 | % | 4,613 | 2.8 | % | |||||||||||||||
Construction |
12,298 | 7.8 | % | | | 12,298 | 7.4 | % | ||||||||||||||||
Residential Property |
1,726 | 1.1 | % | | | 1,726 | 1.0 | % | ||||||||||||||||
Commercial and Industrial Loans: |
||||||||||||||||||||||||
Commercial Term
Unsecured |
8,389 | 5.3 | % | 2,369 | 1.1 | % | 10,758 | 6.4 | % | |||||||||||||||
Secured by Real Estate |
54,754 | 34.5 | % | 5,299 | 1.4 | % | 60,053 | 35.9 | % | |||||||||||||||
Commercial Lines of Credit |
2,905 | 1.8 | % | | | 2,905 | 1.7 | % | ||||||||||||||||
SBA |
31,163 | 19.7 | % | | | 31,163 | 18.6 | % | ||||||||||||||||
International |
3,243 | 2.0 | % | | | 3,243 | 1.9 | % | ||||||||||||||||
Consumer Loans |
824 | 0.5 | % | | | 824 | 0.5 | % | ||||||||||||||||
Total |
$ | 158,493 | 100.0 | % | $ | 8,609 | $ | 167,012 | 100.0 | % | ||||||||||||||
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ITEM 6. EXHIBITS
Exhibit | ||
Number | Document | |
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS
|
XBRL Instance Document * | |
101.SCH
|
XBRL Taxonomy Extension Schema Document * | |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document * | |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document * | |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document * | |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document * |
* | Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulation S-T that the interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is unaudited or unreviewed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
HANMI FINANCIAL CORPORATION |
||||
Date: August 9, 2011 | 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 | ||||
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