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HANMI FINANCIAL CORP - Quarter Report: 2015 September (Form 10-Q)



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2015
or
¨
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
(Registrant’s 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  x    No  ¨
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  x    No  ¨
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
 
¨
Accelerated Filer
x
Non-Accelerated Filer
 
¨  (Do Not Check if a Smaller Reporting Company)
Smaller Reporting Company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
As of October 30, 2015, there were 31,975,706 outstanding shares of the Registrant’s Common Stock.




Hanmi Financial Corporation and Subsidiaries
Quarterly Report on Form 10-Q
Three and Nine Months Ended September 30, 2015
Table of Contents
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 


2



Part I — Financial Information
Item 1. Financial Statements
Hanmi Financial Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
 
(Unaudited)
September 30, 2015
 
December 31, 2014
Assets
 
 
 
Cash and due from banks
$
235,342

 
$
158,320

Securities available for sale, at fair value (amortized cost of $667,403 as of September 30, 2015 and $1,061,703 as of December 31, 2014)
669,340

 
1,060,717

Loans held for sale, at the lower of cost or fair value
4,871

 
5,451

Loans receivable, net of allowance for loan losses of $46,360 as of September 30, 2015 and $52,666 as of December 31, 2014
2,998,712

 
2,735,832

Accrued interest receivable
8,722

 
9,749

Premises and equipment, net
29,857

 
30,912

Other real estate owned ("OREO"), net
13,249

 
15,790

Customers’ liability on acceptances
2,704

 
1,847

Servicing assets
11,986

 
13,773

Other intangible assets, net
1,795

 
2,080

Federal Home Loan Bank ("FHLB") stock, at cost
16,385

 
17,580

Federal Reserve Bank ("FRB") stock, at cost
14,098

 
12,273

Income tax asset
70,847

 
84,371

Bank-owned life insurance
48,067

 
48,866

Prepaid expenses and other assets
88,266

 
34,882

Total assets
$
4,214,241

 
$
4,232,443

Liabilities and stockholders’ equity
 
 
 
Liabilities:
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
1,114,621

 
$
1,022,972

Interest-bearing
2,404,073

 
2,533,774

Total deposits
3,518,694

 
3,556,746

Accrued interest payable
2,985

 
3,450

Bank’s liability on acceptances
2,704

 
1,847

FHLB advances
150,000

 
150,000

Servicing liabilities
5,176

 
5,971

Federal Deposit Insurance Corporation ("FDIC") loss sharing liability
1,173

 
2,074

Rescinded stock obligation

 
933

Subordinated debentures
18,669

 
18,544

Accrued expenses and other liabilities
29,391

 
39,491

Total liabilities
3,728,792

 
3,779,056

Stockholders’ equity:
 
 
 
Common stock, $0.001 par value; authorized 62,500,000 shares; issued 32,567,286 shares (31,977,207 shares outstanding) as of September 30, 2015 and 32,488,097 shares (31,910,203 shares outstanding) as of December 31, 2014
257

 
257

Additional paid-in capital
557,116

 
554,904

Accumulated other comprehensive income, net of tax benefit of $212 as of September 30, 2015 and $1,432 as of December 31, 2014
2,158

 
463

Accumulated deficit
(3,931
)
 
(32,379
)
Less: treasury stock, at cost; 590,079 shares as of September 30, 2015 and 577,894 shares as of December 31, 2014
(70,151
)
 
(69,858
)
Total stockholders’ equity
485,449

 
453,387

Total liabilities and stockholders’ equity
$
4,214,241

 
$
4,232,443


See Accompanying Notes to Consolidated Financial Statements (Unaudited)

3



Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
(in thousands, except share and per share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Interest and dividend income:
 
 
 
 
 
 
 
Interest and fees on loans
$
36,466

 
$
30,912

 
$
110,415

 
$
85,764

Interest on securities
2,884

 
3,158

 
9,737

 
8,166

Dividends on FRB and FHLB stock
607

 
463

 
2,205

 
1,275

Interest on deposits in other banks
68

 
29

 
156

 
67

Total interest and dividend income
40,025

 
34,562

 
122,513

 
95,272

Interest expense:
 
 
 
 
 
 
 
Interest on deposits
3,881

 
3,278

 
11,463

 
9,653

Interest on subordinated debentures
158

 
73

 
454

 
73

Interest on FHLB advances
1

 
37

 
61

 
116

Interest on rescinded stock obligation

 
87

 

 
87

Total interest expense
4,040

 
3,475

 
11,978

 
9,929

Net interest income before provision for loan losses
35,985

 
31,087

 
110,535

 
85,343

(Negative provision) provision for loan losses
(3,704
)
 
48

 
(7,779
)
 
(7,463
)
Net interest income after provision for loan losses
39,689

 
31,039

 
118,314

 
92,806

Noninterest income:
 
 
 
 
 
 
 
Bargain purchase gain, net of deferred taxes

 
14,577

 

 
14,577

Service charges on deposit accounts
3,378

 
2,883

 
9,758

 
7,924

Trade finance and other service charges and fees
1,115

 
1,153

 
3,491

 
3,341

Gain on sales of Small Business Administration ("SBA") loans
1,621

 
1,221

 
4,878

 
2,267

Net gain on sales of securities
2,048

 
67

 
6,144

 
1,852

Disposition gains on Purchased Credit Impaired ("PCI") loans
4,334

 

 
8,027

 

Other operating income
1,065

 
1,710

 
3,246

 
3,353

Total noninterest income
13,561

 
21,611

 
35,544

 
33,314

Noninterest expense:
 
 
 
 
 
 
 
Salaries and employee benefits
16,097

 
12,847

 
48,023

 
33,386

Occupancy and equipment
4,896

 
3,098

 
13,423

 
7,964

Data processing
1,418

 
1,476

 
4,885

 
3,746

Professional fees
1,940

 
1,386

 
5,982

 
2,786

Supplies and communications
880

 
628

 
2,638

 
1,725

Advertising and promotion
1,290

 
809

 
2,859

 
2,142

OREO expense
225

 
(741
)
 
629

 
(735
)
Other operating expenses
1,976

 
2,564

 
6,953

 
7,180

Merger and integration costs

 
3,415

 
1,747

 
3,572

Total noninterest expense
28,722

 
25,482

 
87,139

 
61,766

Income from continuing operations before income tax expense
24,528

 
27,168

 
66,719

 
64,354

Income tax expense
10,569

 
5,368

 
27,722

 
20,078

Income from continuing operations, net of taxes
13,959

 
21,800

 
38,997

 
44,276

Discontinued operations:
 
 
 
 
 
 
 
Income from operations of discontinued subsidiaries

 

 

 
37

Income tax expense

 

 

 
481

Loss from discontinued operations, net of taxes

 

 

 
(444
)
Net income
$
13,959

 
$
21,800

 
$
38,997

 
$
43,832

 
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations, net of taxes
$
0.44

 
$
0.69

 
$
1.22

 
$
1.39

Loss from discontinued operations, net of taxes

 

 

 
(0.01
)
Basic earnings per share
$
0.44

 
$
0.69

 
$
1.22

 
$
1.38

Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations, net of taxes
$
0.44

 
$
0.68

 
$
1.22

 
$
1.39

Loss from discontinued operations, net of taxes

 

 

 
(0.01
)
Diluted earnings per share
$
0.44

 
$
0.68

 
$
1.22

 
$
1.38

Weighted-average shares outstanding:
 
 
 
 
 
 
 
Basic
31,799,573

 
31,708,581

 
31,774,047

 
31,683,288

Diluted
31,909,808

 
32,001,419

 
31,855,024

 
31,967,876


See Accompanying Notes to Consolidated Financial Statements (Unaudited)


4



Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
13,959

 
$
21,800

 
$
38,997

 
$
43,832

Other comprehensive income, net of tax
 
 
 
 
 
 
 
Unrealized gain on securities
 
 
 
 
 
 
 
Unrealized holding gain (loss) arising during period
5,064

 
(4,947
)
 
9,066

 
9,491

Less: reclassification adjustment for net gain included in net income
(2,048
)
 
(67
)
 
(6,144
)
 
(1,852
)
Unrealized loss on interest-only strip of servicing assets
(7
)
 
(3
)
 
(7
)
 
(2
)
Income tax (expense) benefit related to items of other comprehensive income
(1,274
)
 
2,102

 
(1,220
)
 
(3,322
)
Other comprehensive income (loss), net of tax
1,735

 
(2,915
)
 
1,695

 
4,315

Comprehensive income
$
15,694

 
$
18,885

 
$
40,692

 
$
48,147


See Accompanying Notes to Consolidated Financial Statements (Unaudited)


5



Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except share data)
 
Common Stock - Number of Shares
 
Stockholders’ Equity
 
Shares Issued
 
Treasury Shares
 
Shares Outstanding
 
Common Stock
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive (Loss) Income
 
Accumulated Deficit
 
Treasury Stock, at Cost
 
Total Stockholders’ Equity
Balance at January 1, 2014
32,339,444

 
(577,894
)
 
31,761,550

 
$
257

 
$
552,270

 
$
(9,380
)
 
$
(73,212
)
 
$
(69,858
)
 
$
400,077

Stock options exercised
34,382

 

 
34,382

 

 
427

 

 

 

 
427

Stock warrants exercised
429

 

 
429

 

 
2

 

 

 

 
2

Restricted stock awards, net of forfeitures
98,068

 

 
98,068

 

 

 

 

 

 

Share-based compensation expense

 

 

 

 
1,747

 

 

 

 
1,747

Cash dividends declared

 

 

 

 

 

 
(6,694
)
 

 
(6,694
)
Comprehensive income:
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 


Net income

 

 

 

 

 

 
43,832

 

 
43,832

Change in unrealized gain on securities available for sale and interest-only strips, net of income taxes

 

 

 

 

 
4,315

 

 

 
4,315

Balance at September 30, 2014
32,472,323

 
(577,894
)
 
31,894,429

 
$
257

 
$
554,446

 
$
(5,065
)
 
$
(36,074
)
 
$
(69,858
)
 
$
443,706

Balance at January 1, 2015
32,488,097

 
(577,894
)
 
31,910,203

 
$
257

 
$
554,904

 
$
463

 
$
(32,379
)
 
$
(69,858
)
 
$
453,387

Stock options exercised
39,766

 

 
39,766

 

 
531

 

 

 

 
531

Restricted stock awards, net of forfeitures
39,423

 

 
39,423

 

 

 

 

 

 

Share-based compensation expense

 

 

 

 
1,681

 

 

 

 
1,681

Restricted stock surrendered due to employee tax liability

 
(12,185
)
 
(12,185
)
 

 

 

 

 
(293
)
 
(293
)
Cash dividends declared

 

 

 

 

 

 
(10,549
)
 

 
(10,549
)
Comprehensive income:
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 


Net income

 

 

 

 

 

 
38,997

 

 
38,997

Change in unrealized loss on securities available for sale and interest-only strips, net of income taxes

 

 

 

 

 
1,695

 

 

 
1,695

Balance at September 30, 2015
32,567,286

 
(590,079
)
 
31,977,207

 
$
257

 
$
557,116

 
$
2,158

 
$
(3,931
)
 
$
(70,151
)
 
$
485,449

See Accompanying Notes to Consolidated Financial Statements (Unaudited)


6



Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands) 
 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
38,997

 
$
43,832

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
15,187

 
6,151

Share-based compensation expense
1,681

 
1,747

Negative provision for loan losses
(7,779
)
 
(7,463
)
Bargain purchase gain, net of deferred taxes

 
(14,577
)
Gain on sales of securities
(6,144
)
 
(1,852
)
Gain on sales of loans
(4,878
)
 
(2,267
)
Gain on sale of premises and equipment
(137
)
 

Disposition gains on PCI loans
(8,027
)
 

Loss on sale of OREO

 
2

Loss on sales of subsidiaries

 
419

Valuation adjustment on OREO
(27
)
 

Origination of loans held for sale
(59,273
)
 
(34,798
)
Proceeds from sales of SBA loans
66,157

 
29,826

Change in accrued interest receivable
1,027

 
609

Change in bank-owned life insurance
(524
)
 
(672
)
Change in prepaid expenses and other assets
2,042

 
(5,801
)
Change in income tax asset
12,304

 
(2,667
)
Change in accrued interest payable
(465
)
 
(821
)
Change in FDIC loss sharing liability
(901
)
 
1,997

Change in accrued expenses and other liabilities
(12,669
)
 
10,426

Net cash provided by operating activities
36,571

 
24,091

Cash flows from investing activities:
 
 
 
Proceeds from redemption of FHLB stock
1,195

 

Proceeds from matured, called and paid-down of securities
94,108

 
61,145

Proceeds from sales of securities
352,224

 
135,834

Proceeds from sales of OREO
7,532

 
9,932

Proceeds from sales of loans
360

 

Proceeds from bank-owned life insurance
1,323

 

Cash acquired in acquisition, net of cash consideration paid

 
118,533

Net proceeds from sales of subsidiaries

 
398

Change in loans receivable, net of purchases
(154,892
)
 
(67,615
)
Purchases of securities
(111,864
)
 
(124,442
)
Purchases of premises and equipment
(1,169
)
 
(739
)
Purchases of loans receivable
(100,763
)
 
(91,325
)
Purchases of FRB stock
(1,825
)
 
(3,403
)
Net cash provided by investing activities
86,229

 
38,318

Cash flows from financing activities:
 
 
 
Change in deposits
(38,052
)
 
(13,168
)
Change in FHLB advances

 
(27,546
)
Redemption of rescinded stock obligation
(933
)
 

Proceeds from exercise of stock options
531

 
427

Cash paid for repurchases of vested shares due to employee tax liability
(293
)
 

Cash dividends paid
(7,031
)
 
(4,463
)
Net cash used in financing activities
(45,778
)
 
(44,750
)
Net increase in cash and cash equivalents
77,022

 
17,659

Cash and cash equivalents at beginning of year
158,320

 
179,357

Cash and cash equivalents at end of period
$
235,342

 
$
197,016

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
12,443

 
$
10,750

Income taxes
$
13,528

 
$
20,930

Non-cash activities:
 
 
 
Transfer of loans receivable to OREO
$
5,056

 
$
7,501

Transfer of loans receivable to loans held for sale
$
360

 
$

Due from broker on sale of securities
$
57,800

 
$

Note receivable from sale of insurance subsidiaries
$

 
$
1,394

Conversion of stock warrants into common stock
$

 
$
2

Income tax expense related to items in other comprehensive income
$
(1,220
)
 
$
(3,322
)
Change in unrealized gain in accumulated other comprehensive income
$
(9,059
)
 
$
(9,489
)
Cash dividends declared
$
(3,518
)
 
$
(2,231
)
See Accompanying Notes to Consolidated Financial Statements (Unaudited)


7



Hanmi Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Nine Months Ended September 30, 2015 and 2014
Note 1 — Basis of Presentation

Hanmi Financial Corporation (“Hanmi Financial,” the “Company,” “we,” “us” or “our”) was formed as a holding company of Hanmi Bank (the “Bank”) and registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 in 2000. Our primary operations are related to traditional banking activities, including the acceptance of deposits and the lending and investing of money through operation of the Bank.

On August 31, 2014, Hanmi Financial completed its acquisition of Central Bancorp, Inc., a Texas corporation (“CBI”). See Note 2 - Acquisition and Note 6 - Loans for accounting policies regarding purchased loans. During the second quarter of 2014, we sold two subsidiaries, Chun-Ha Insurance Services, Inc., a California corporation (“Chun-Ha”), and All World Insurance Services, Inc., a California corporation (“All World”). See Note 4 - Sale of Insurance Subsidiaries and Discontinued Operations.

In management’s opinion, the accompanying unaudited consolidated financial statements of Hanmi Financial and its 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 September 30, 2015, but are not necessarily indicative of the results that will be reported for the entire year or any other interim period. 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. The aforementioned unaudited consolidated financial statements are in conformity with GAAP. Such interim consolidated 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 interim information should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 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. Material estimates subject to change include, among other items, the fair value estimates of assets acquired and liabilities assumed in the CBI acquisition as discussed in Note 2 - Acquisition. The acquired assets and assumed liabilities of CBI were measured at their estimated fair values. The Company made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and assumed liabilities. Certain prior period amounts have been reclassified to conform to current period presentation.

Descriptions of our significant accounting policies are included in Note 1 - Summary of Significant Accounting Policies in our 2014 Annual Report on Form 10-K. During the second quarter of 2014, we adopted an accounting policy related to accounting for investments in low-income housing tax credit according to Financial Accounting Standards Board (“FASB”) ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. See Note 3 - Accounting for Investments in Qualified Affordable Housing Projects.

Note 2 — Acquisition

Acquisition of Central Bancorp, Inc.

On August 31, 2014, Hanmi Financial completed its acquisition of CBI, the parent company of United Central Bank (“UCB”). In the merger with CBI, each share of CBI common stock was exchanged for $17.64 per share or $50.0 million in the aggregate. In addition, Hanmi Financial paid $28.7 million to redeem CBI preferred stock immediately prior to the consummation of the merger. The merger consideration was funded from consolidated cash of Hanmi Financial. At August 31, 2014, CBI had total assets, liabilities and net assets of $1.27 billion, $1.17 billion and $93.3 million respectively. Total loans and deposits were $297.3 million and $1.10 billion, respectively, at August 31, 2014.
    
CBI was headquartered in Garland, Texas and through UCB, operated 23 branch locations within Texas, Illinois, Virginia, New York, New Jersey and California. The combined companies operate as Hanmi Financial Corporation and Hanmi Bank, respectively, with banking operations under the Hanmi Bank brand. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, Business Combinations. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. The consideration paid, assets acquired and

8



liabilities assumed are summarized in the following table:
 
(in thousands)
Consideration paid:
 
CBI Stockholders
$
50,000

Redemption of preferred stock and cumulative unpaid dividends
28,675

 
78,675

Assets acquired:
 
Cash and cash equivalents
197,209

Securities available for sale
663,497

Loans
297,272

Premises and equipment
17,925

OREO
25,952

Income tax assets, net
12,011

Core deposit intangible
2,213

FDIC loss sharing asset
11,413

Bank-owned life insurance
18,296

Servicing assets
7,497

Other assets
14,636

Total assets acquired
1,267,921

Liabilities assumed:
 
Deposits
1,098,997

Subordinated debentures
18,473

Rescinded stock obligation
15,485

FHLB advances
10,000

Servicing liabilities
6,039

Other liabilities
25,675

Total liabilities assumed
1,174,669

Total identifiable net assets
$
93,252

Bargain purchase gain, net of deferred taxes
$
14,577

 
The application of the acquisition method of accounting resulted in a bargain purchase gain of $14.6 million. The operations of CBI are included in our operating results since the acquisition date. Acquisition-related costs of $6.6 million for the year ended December 31, 2014 were expensed as incurred as merger and integration costs. These expenses are comprised primarily of system conversion costs and professional fees. For the three and nine months ended September 30, 2015, acquisition costs of none and $1.7 million, respectively, were expensed as incurred as merger and integration costs. The $297.3 million estimated fair value of loans acquired from CBI was determined by utilizing a discounted cash flow methodology considering credit and interest rate risk. Cash flows were determined by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value based on a current market rate for similar loans. There was no carryover of CBI’s allowance for loan losses associated with the loans acquired as loans were initially recorded at fair value.


9



The following table summarizes the accretable yield on the purchased credit impaired loans acquired from the CBI merger at August 31, 2014.
 
(in thousands)
Undiscounted contractual cash flows
$
93,623

Nonaccretable discount
(17,421
)
Undiscounted cash flow to be collected
76,202

Estimated fair value of PCI loans
65,346

Accretable yield
$
10,856


The core deposit intangible (“CDI”) of $2.2 million was recognized for the core deposits acquired from CBI. The CDI is amortized over its useful life of approximately ten years on an accelerated basis and reviewed for impairment at least quarterly. The amortization of the CDI for the three and nine months ended September 30, 2015 was $95,000 and $285,000, respectively.

The fair value of savings and transactional deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Expected cash flows were utilized for fair value calculation of the certificates of deposit based on the contractual terms of the certificates of deposit and the cash flows were discounted based on a current market rate for certificates of deposit with corresponding maturities. The premium of $11.3 million was recognized for certificates of deposit acquired from CBI. The amortization of premium for the three and nine months ended September 30, 2015 were $1.4 million and $4.5 million, respectively.

The fair value of subordinated debentures was determined by estimating projected future cash flows and discounting them at a market rate of interest. A discount of $8.3 million was recognized for subordinated debentures, which will be amortized over their contractual term. The amortization of discount for the three and nine months ended September 30, 2015 were $46,000 and $125,000, respectively.

Unaudited Pro Forma Results of Operations

The following table presents our unaudited pro forma results of operations for the periods presented as if the CBI acquisition had been completed on January 1, 2014. The unaudited pro forma results of operations include the historical accounts of Hanmi Financial and CBI and pro forma adjustments as may be required, including the amortization of intangibles with definite lives and the amortization or accretion of any premiums or discounts arising from fair value adjustments for assets acquired and liabilities assumed. The unaudited pro forma information is intended for informational purposes only and is not necessarily indicative of our future operating results or operating results that would have occurred had the CBI acquisition been completed at the beginning of 2014. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per share data)
Pro forma revenues (net interest income plus noninterest income)
$
55,663

 
$
73,154

 
$
162,280

 
$
183,689

Pro forma net income from continuing operations
$
15,044

 
$
25,569

 
$
42,931

 
$
51,572

Pro forma earnings per share from continuing operations:
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.81

 
$
1.35

 
$
1.63

Diluted
$
0.47

 
$
0.80

 
$
1.35

 
$
1.61


Note 3 — Accounting for Investments in Qualified Affordable Housing Projects

The Bank invests in qualified affordable housing projects (low income housing) and previously accounted for them under the equity method of accounting. The Bank recognized its share of partnership losses in other operating expenses with the tax benefits recognized in the income tax provision. In January 2014, the FASB issued ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects, which amends ASC 323 to provide the ability to elect the proportional amortization method with the amortization expense and tax benefits recognized through the income tax provision. This ASU is effective for the annual period beginning after December 15, 2014, with early adoption being permitted. The Bank elected to early adopt the provisions of the ASU in the second quarter of 2014 and elected the proportional amortization method as

10



retrospective transition. This accounting change in the amortization methodology resulted in changes to account for amortization recognized in prior periods, which impacted the balance of tax credit investments and related tax accounts. The investment amortization expense is presented as a component of the income tax provision.

The cumulative effect of the retrospective application of this accounting principle was a $1.1 million charge to stockholders' equity as of January 1, 2012. Net income in the three months ended March 31, 2014 decreased by $44,000 due to the change in accounting principle.
    
The Bank determined that there were no events or changes in circumstances indicating that it is more likely than not that the carrying amount of the investment will not be realized. Therefore, no impairment was recognized as of September 30, 2015 or December 31, 2014. The investment in low income housing was $19.5 million and $21.3 million as of September 30, 2015 and December 31, 2014, respectively. The Bank’s unfunded commitments related to low income housing investments were $7.8 million and $11.9 million as of September 30, 2015 and December 31, 2014, respectively. As a component of income tax expense, the Bank recognized amortizations of $592,000 and $1.7 million during the three and nine months ended September 30, 2015, respectively and $592,000 and $1.0 million during the three and nine months ended September 30, 2014, respectively. Tax credits and other benefits received from the tax expenses were $839,000 and $2.5 million during the three and nine months ended September 30, 2015 and $821,000 and $1.4 million during the three and nine months ended September 30, 2014, respectively.

Note 4 — Sale of Insurance Subsidiaries and Discontinued Operations

In June, 2014, Hanmi Financial sold its insurance subsidiaries, Chun-Ha and All World, and entered into a stock purchase agreement for their sale. The subsidiaries were classified as held for sale in April 2014 and accounted for as discontinued operations. The operations and cash flows of the businesses have been eliminated and in accordance with the provisions of ASC 205, Presentation of Financial Statements, the results are reported as discontinued operations for all periods presented.

Hanmi Financial completed the sale of its two insurance subsidiaries to Chunha Holding Corporation on June 30, 2014 when total assets and net assets of Chun-Ha and All World were $5.6 million and $3.3 million as of June 30, 2014, respectively. The total sales price was $3.5 million, of which $2.0 million was paid upon signing. The remaining $1.5 million will be payable in three equal installments on each anniversary of the closing date through June 30, 2017.

The sale resulted in a $51,000 gain, offset by a $470,000 capital gain tax, a $14,000 operating loss and an $11,000 income tax expense. Consequently, the net loss from discontinued operations for the second quarter of 2014 was $444,000, or $0.01 per diluted share. For the nine months ended September 30, 2014, the discontinued operations generated noninterest income, primarily in the line item for insurance commissions, of $2.7 million. They also incurred noninterest expense in various line items of $2.7 million for the nine months ended September 30, 2014.

Summarized financial information for our discontinued operations related to Chun-Ha and All World are as follows:
 
June 30, 2014
 
(in thousands)
Cash and cash equivalents
$
1,602

Premises and equipment, net
90

Other intangible assets, net
1,089

Other assets
2,855

Total assets
$
5,636

Income tax payable
$
415

Accrued expenses and other liabilities
1,878

Total liabilities
$
2,293

Net assets of discontinued operations
$
3,343


11



 
Nine Months Ended September 30, 2014
 
(in thousands)
Noninterest loss
$
(14
)
Gain on disposal
51

Income before taxes
37

Provision for income taxes
481

Net loss from discontinued operations
$
(444
)

Note 5 — Securities

The following is a summary of securities available for sale as of September 30, 2015 and December 31, 2014: 
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Estimated Fair Value
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Mortgage-backed securities (1) (2)
$
323,046

 
$
2,233

 
$
775

 
$
324,504

Collateralized mortgage obligations (1)
116,145

 
544

 
375

 
116,314

U.S. government agency securities
57,971

 
14

 
311

 
57,674

SBA loan pool securities
68,434

 
68

 
201

 
68,301

Municipal bonds-tax exempt
47,737

 
304

 
40

 
48,001

Municipal bonds-taxable
13,975

 
397

 

 
14,372

Corporate bonds
17,019

 

 
14

 
17,005

U.S. treasury securities
160

 
2

 

 
162

Other securities
22,916

 
179

 
88

 
23,007

Total securities available for sale
$
667,403

 
$
3,741

 
$
1,804

 
$
669,340

December 31, 2014
 
 
 
 
 
 
 
Mortgage-backed securities (1) (2)
$
571,678

 
$
2,811

 
$
1,203

 
$
573,286

Collateralized mortgage obligations (1)
188,704

 
417

 
1,074

 
188,047

U.S. government agency securities
129,857

 
172

 
1,822

 
128,207

SBA loan pool securities
109,983

 
52

 
588

 
109,447

Municipal bonds-tax exempt
4,319

 
71

 

 
4,390

Municipal bonds-taxable
16,615

 
398

 
91

 
16,922

Corporate bonds
17,018

 
2

 
72

 
16,948

U.S. treasury securities
163

 

 

 
163

Other securities
22,916

 
57

 
80

 
22,893

Equity securities
450

 

 
36

 
414

Total securities available for sale
$
1,061,703

 
$
3,980

 
$
4,966

 
$
1,060,717

                              
(1) 
Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities
(2) 
A portion of the mortgage-backed securities is comprised of home mortgage-backed securities backed by home equity conversion mortgages


12



The amortized cost and estimated fair value of securities as of September 30, 2015, by contractual maturity, are shown below. Although mortgage-backed securities and collateralized mortgage obligations have contractual maturities through 2064, 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
 
Amortized Cost
 
Estimated Fair Value
 
(in thousands)
Within one year
$
11,999

 
$
11,994

Over one year through five years
14,316

 
14,342

Over five years through ten years
106,586

 
106,963

Over ten years
72,395

 
72,216

Mortgage-backed securities
323,046

 
324,504

Collateralized mortgage obligations
116,145

 
116,314

Other securities
22,916

 
23,007

Total
$
667,403

 
$
669,340

FASB ASC 320, Investments – Debt and Equity Securities, requires us to periodically evaluate our investments for other-than-temporary impairment (“OTTI”). There was no OTTI charge during the nine months ended September 30, 2015 and 2014.
    
Gross unrealized losses on 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 September 30, 2015 and December 31, 2014:
 
Holding Period
 
Less Than 12 Months
 
12 Months or More
 
Total
 
Gross Unrealized Loss
 
Estimated Fair Value
 
Number of Securities
 
Gross Unrealized Loss
 
Estimated Fair Value
 
Number of Securities
 
Gross Unrealized Loss
 
Estimated Fair Value
 
Number of Securities
 
(in thousands, except number of securities)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
369

 
$
76,181

 
20

 
$
406

 
$
22,447

 
9

 
$
775

 
$
98,628

 
29

Collateralized mortgage obligations
21

 
20,276

 
5

 
354

 
27,156

 
12

 
375

 
47,432

 
17

U.S. government agency securities
24

 
7,971

 
3

 
287

 
27,694

 
9

 
311

 
35,665

 
12

SBA loan pool securities
15

 
13,911

 
3

 
186

 
7,474

 
3

 
201

 
21,385

 
6

Municipal bonds-tax exempt
40

 
3,864

 
2

 

 

 

 
40

 
3,864

 
2

Municipal bonds-taxable

 
374

 
1

 

 

 

 

 
374

 
1

Corporate bonds
9

 
5,010

 
1

 
5

 
7,994

 
2

 
14

 
13,004

 
3

Other securities

 

 

 
88

 
937

 
3

 
88

 
937

 
3

Total
$
478

 
$
127,587

 
35

 
$
1,326

 
$
93,702

 
38

 
$
1,804

 
$
221,289

 
73

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
288

 
$
102,704

 
21

 
$
915

 
$
50,625

 
19

 
$
1,203

 
$
153,329

 
40

Collateralized mortgage obligations
350

 
78,191

 
21

 
724

 
33,308

 
13

 
1,074

 
111,499

 
34

U.S. government agency securities

 
5,000

 
1

 
1,822

 
73,142

 
26

 
1,822

 
78,142

 
27

SBA loan pool securities
155

 
85,062

 
15

 
433

 
11,975

 
4

 
588

 
97,037

 
19

Municipal bonds-taxable

 

 

 
91

 
5,538

 
5

 
91

 
5,538

 
5

Corporate bonds
4

 
5,021

 
1

 
68

 
7,925

 
2

 
72

 
12,946

 
3

Other securities

 

 

 
80

 
1,945

 
4

 
80

 
1,945

 
4

Equity securities
36

 
214

 
1

 

 

 

 
36

 
214

 
1

Total
$
833

 
$
276,192

 
60

 
$
4,133

 
$
184,458

 
73

 
$
4,966

 
$
460,650

 
133



13



All individual securities that have been in a continuous unrealized loss position for 12 months or longer as of September 30, 2015 and December 31, 2014 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 September 30, 2015 and December 31, 2014. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated.

FASB ASC 320 requires OTTI 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 security’s 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.

The Company does not intend to sell these securities and it is more likely than not that we will not be required to sell the investments before the recovery of its amortized cost basis. In addition, the unrealized losses on municipal and corporate bonds are not considered other-than-temporarily impaired, as the bonds are rated investment grade and there are no credit quality concerns with the issuers. Interest payments have been made as scheduled, and management believes this will continue in the future and that the bonds will be repaid in full as scheduled. Therefore, in management’s opinion, all securities that have been in a continuous unrealized loss position for the past 12 months or longer as of September 30, 2015 and December 31, 2014 were not other-than-temporarily impaired, and therefore, no impairment charges as of September 30, 2015 and December 31, 2014 were warranted.

Realized gains and losses on sales of securities and proceeds from sales of securities were as follows for the periods indicated:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Gross realized gains on sales of securities
$
2,048

 
$
67

 
$
6,310

 
$
1,853

Gross realized losses on sales of securities

 

 
(166
)
 
(1
)
Net realized gains on sales of securities
$
2,048

 
$
67

 
$
6,144

 
$
1,852

Proceeds from sales of securities
$
44,782

 
$
9,778

 
$
352,224

 
$
135,834

Proceeds from called, matured and paid-down of securities
$
31,245

 
$
24,591

 
$
94,108

 
$
61,145


For the three months ended September 30, 2015, there was a $2.0 million net gain in earnings resulting from the sale of securities that had previously been recorded as net unrealized gains of $1.2 million in comprehensive income. For the three months ended September 30, 2014, there was a $67,000 net gain in earnings resulting from the sale of securities that had previously been recorded as net unrealized gains of $23,000 in comprehensive income.

For the nine months ended September 30, 2015, there was a $6.1 million net gain in earnings resulting from the redemption and sale of securities that had previously been recorded as net unrealized gains of $2.0 million in comprehensive income. For the three months ended September 30, 2014, there was a $1.9 million net gain in earnings resulting from the redemption and sale of securities that had previously been recorded as net unrealized losses of $498,000 in comprehensive income.

Securities available for sale with market values of $71.6 million and $76.2 million as of September 30, 2015 and December 31, 2014, respectively, were pledged to secure FHLB advances, public deposits and for other purposes as required or permitted by law.

Note 6 — Loans

The loan portfolio includes originated and purchased loans. Loans are originated by the Company with the intent to hold them for investment and are stated at the principal amount outstanding, net of unearned income. Unearned income includes deferred unamortized nonrefundable loan fees and direct loan origination costs. Net deferred fees or costs are

14



recognized as an adjustment to interest income over the contractual life of the loans using the effective interest method or taken into income when the related loans are paid off or sold. The amortization of loan fees or costs is discontinued when a loan is placed on nonaccrual status. Interest income is recorded on an accrual basis in accordance with the terms of the respective loan and includes prepayment penalties.

Purchased loans, which are loans we have acquired through our acquisition of other banks or purchased from other institutions, are stated at the principal amount outstanding, net of unearned discounts or unamortized premiums. All loans acquired in acquisitions are initially measured and recorded at their fair value on the acquisition date. A component of the initial fair value measurement is an estimate of the credit losses over the life of the purchased loans. Purchased loans are also evaluated for impairment as of the acquisition date and are accounted for as "acquired non-impaired" or "purchased credit impaired" loans.

Purchased non-impaired loans are those loans for which there was no evidence of credit deterioration at their acquisition date and it was probable that we would be able to collect all contractually required payments. Purchased non-impaired loans, together with originated loans, are referred to as non-purchased credit impaired ("Non-PCI") loans. Purchase discounts or premiums on Non-PCI loans is recognized as an adjustment to interest income over the contractual life of such loans using the effective interest method or taken into income when the related loans are paid off or sold.

Purchased credit impaired ("PCI") loans are accounted for in accordance with ASC Subtopic 310-30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality." A purchased loan is deemed to be credit impaired when there is evidence of credit deterioration since its origination and it is probable at the acquisition date that we would be unable to collect all contractually required payments. We apply PCI loan accounting when we acquire loans deemed to be impaired.

For PCI loans, at the time of acquisition we (i) calculated the contractual amount and timing of undiscounted principal and interest payments (the "undiscounted contractual cash flows") and (ii) estimated the amount and timing of undiscounted expected principal and interest payments (the "undiscounted expected cash flows"). The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents an estimate of the loss exposure of principal and interest related to the PCI loan portfolios; such amount is subject to change over time based on the performance of such loans. The carrying value of PCI loans is reduced by payments received, both principal and interest, and increased by the portion of the accretable yield recognized as interest income.

The excess of expected cash flows at acquisition over the initial fair value of acquired impaired loans is referred to as the "accretable yield" and is recorded as interest income over the estimated life of the loans using the effective yield. If estimated cash flows are indeterminable, the recognition of interest income will cease to be recognized.

At acquisition, the Company may aggregate PCI loans into pools having common credit risk characteristics such as product type, geographic location and risk rating. Increases in expected cash flows over those previously estimated increase the accretable yield and are recognized as interest income prospectively. Decreases in the amount and changes in the timing of expected cash flows compared to those previously estimated decrease the accretable yield and usually result in a provision for loan losses and the establishment of an allowance for loan losses. As the accretable yield increases or decreases from changes in cash flow expectations, the offset is a decrease or increase to the nonaccretable difference. The accretable yield is measured at each financial reporting date based on information then currently available and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans.

The Board of Directors and management review and approve the Bank’s loan policy and procedures on a regular basis to reflect issues such as regulatory and organizational structure changes, strategic planning revisions, concentrations of credit, loan delinquencies and nonperforming loans, problem loans, and policy adjustments.

Real estate loans are 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 Small Business Administration (“SBA”) loans. Consumer loans consist of auto loans, 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.

The majority of the Bank’s loan portfolio consists of commercial real estate, 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 Bank’s loan policy.


15



Loans receivable consisted of the following as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Non-PCI Loans
 
PCI Loans
 
Total
 
Non-PCI Loans
 
PCI Loans
 
Total
 
(in thousands)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property (1)
 
 
 
 
 
 
 
 
 
 
 
Retail
$
715,169

 
$
7,268

 
$
722,437

 
$
676,143

 
$
10,343

 
$
686,486

Hospitality
544,148

 
5,435

 
549,583

 
455,220

 
12,862

 
468,082

Gas station
334,518

 
5,786

 
340,304

 
362,815

 
7,745

 
370,560

Other
897,512

 
5,385

 
902,897

 
843,462

 
10,680

 
854,142

Construction
26,228

 

 
26,228

 
9,532

 

 
9,532

Residential property
197,070

 
1,035

 
198,105

 
121,124

 
2,499

 
123,623

Total real estate loans
2,714,645

 
24,909

 
2,739,554

 
2,468,296

 
44,129

 
2,512,425

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term
121,655

 
193

 
121,848

 
115,734

 
327

 
116,061

Commercial lines of credit
126,697

 

 
126,697

 
93,586

 

 
93,586

International loans
32,239

 

 
32,239

 
38,815

 

 
38,815

Total commercial and industrial loans
280,591

 
193

 
280,784

 
248,135

 
327

 
248,462

Consumer loans
24,691

 
43

 
24,734

 
27,566

 
45

 
27,611

Loans receivable (2)
3,019,927

 
25,145

 
3,045,072

 
2,743,997

 
44,501

 
2,788,498

Allowance for loans losses
(43,222
)
 
(3,138
)
 
(46,360
)
 
(51,640
)
 
(1,026
)
 
(52,666
)
Loans receivable, net
$
2,976,705

 
$
22,007

 
$
2,998,712

 
$
2,692,357

 
$
43,475

 
$
2,735,832

 
(1) 
Includes owner-occupied property loans of $1.12 billion as of both September 30, 2015 and December 31, 2014, respectively.
(2) 
Includes unamortized costs, net of unamortized fees, of $2.3 million and $3.2 million as of September 30, 2015 and December 31, 2014, respectively.

Accrued interest on loans receivable was $6.0 million and $6.4 million at September 30, 2015 and December 31, 2014, respectively. At September 30, 2015 and December 31, 2014, loans receivable totaling $606.4 million and $840.0 million respectively, were pledged to secure advances from the FHLB and the FBR discount window.


16



The following table details the information on the sales and reclassifications of loans receivable to loans held for sale (excluding PCI loans) by portfolio segment for the three months ended September 30, 2015 and 2014:
 
Real Estate
 
Commercial and Industrial
 
Consumer
 
Total Non-PCI
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Balance at beginning of period
$
2,067

 
$
2,091

 
$

 
$
4,158

Origination of loans held for sale
13,867

 
7,464

 

 
21,331

Sales of loans held for sale
(12,199
)
 
(8,408
)
 

 
(20,607
)
Principal payoffs and amortization
(3
)
 
(8
)
 

 
(11
)
Balance at end of period
$
3,732

 
$
1,139

 
$

 
$
4,871

September 30, 2014
 
 
 
 
 
 
 
Balance at beginning of period
$
2,568

 
$
1,274

 
$

 
$
3,842

Origination of loans held for sale
15,198

 
3,031

 

 
18,229

Sales of loans held for sale
(12,135
)
 
(2,133
)
 

 
(14,268
)
Principal payoffs and amortization
(20
)
 
(26
)
 

 
(46
)
Balance at end of period
$
5,611

 
$
2,146

 
$

 
$
7,757


For the three months ended September 30, 2015, there was no reclassification of Non-PCI loans receivable as loans held for sale and Non-PCI loans held for sale of $20.6 million were sold. In addition, there was no reclassification from Non-PCI loans held for sale to Non-PCI loans receivable for the three months ended September 30, 2015. For the three months ended September 30, 2014, there was no reclassification of Non-PCI loans receivable as Non-PCI loans held for sale and Non-PCI loans held for sale of $14.3 million were sold. In addition, there was no reclassification from Non-PCI loans held for sale to Non-PCI loans receivable for the three months ended September 30, 2014.

The following table details the information on the sales and reclassifications of loans receivable to loans held for sale (excluding PCI loans) by portfolio segment for the nine months ended September 30, 2015 and 2014:
 
Real Estate
 
Commercial and Industrial
 
Consumer
 
Total Non-PCI
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Balance at beginning of period
$
3,323

 
$
2,128

 
$

 
$
5,451

Origination of loans held for sale
37,601

 
21,672

 

 
59,273

Reclassification from loans receivable to loans held for sale
360

 

 

 
360

Sales of loans held for sale
(37,534
)
 
(22,616
)
 

 
(60,150
)
Principal payoffs and amortization
(18
)
 
(45
)
 

 
(63
)
Balance at end of period
$
3,732

 
$
1,139

 
$

 
$
4,871

September 30, 2014
 
 
 
 
 
 
 
Balance at beginning of period
$

 
$

 
$

 
$

Origination of loans held for sale
29,591

 
5,207

 

 
34,798

Sales of loans held for sale
(23,953
)
 
(3,033
)
 

 
(26,986
)
Principal payoffs and amortization
(27
)
 
(28
)
 

 
(55
)
Balance at end of period
$
5,611

 
$
2,146

 
$

 
$
7,757


For the nine months ended September 30, 2015, a Non-PCI loan receivable of $360,000 was reclassified as loans held for sale and Non-PCI loans held for sale of $60.2 million were sold. In addition, there was no reclassification from Non-PCI loans held for sale to Non-PCI loans receivable for the nine months ended September 30, 2015. For the nine months ended September 30, 2014, there was no reclassification of Non-PCI loans receivable as Non-PCI loans held for sale, and Non-PCI loans held for sale of $27.0 million were sold. In addition, there was no reclassification from Non-PCI loans held for sale to Non-PCI loans receivable for the nine months ended September 30, 2014.

17




Activity in the allowance for loan losses and allowance for off-balance sheet items was as follows for the periods indicated:
 
As of and for the
Three Months Ended
 
As of and for the
Nine Months Ended
 
September 30, 2015
 
September 30, 2014 (1)
 
September 30, 2015
 
September 30, 2014 (1)
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
49,468

 
$
1,352

 
$
50,820

 
$
51,886

 
$
51,640

 
$
1,026

 
$
52,666

 
$
57,555

Charge-offs
(1,748
)
 

 
(1,748
)
 
(1,418
)
 
(3,004
)
 

 
(3,004
)
 
(5,569
)
Recoveries on loans previously charged off
992

 

 
992

 
663

 
4,477

 

 
4,477

 
6,656

Net loan (charge-offs) recoveries
(756
)
 

 
(756
)
 
(755
)
 
1,473

 

 
1,473

 
1,087

(Negative provision) provision charged to operating expense
(5,490
)
 
1,786

 
(3,704
)
 
48

 
(9,891
)
 
$
2,112

 
(7,779
)
 
(7,463
)
Balance at end of period
$
43,222

 
$
3,138

 
$
46,360

 
$
51,179

 
$
43,222

 
$
3,138

 
$
46,360

 
$
51,179

Allowance for off-balance sheet items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
962

 
$

 
$
962

 
$
1,592

 
$
1,366

 
$

 
$
1,366

 
$
1,247

(Negative provision) provision charged to operating expense
(406
)
 

 
(406
)
 
(48
)
 
(810
)
 
$

 
(810
)
 
297

Balance at end of period
$
556

 
$

 
$
556

 
$
1,544

 
$
556

 
$

 
$
556

 
$
1,544

 
(1) 
As of September 30, 2014, there was no allowance for loan losses associated with PCI loans.

The allowance for off-balance sheet items is maintained at a level believed to be sufficient to absorb probable losses related to these unfunded credit facilities. The determination of the allowance adequacy is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. As of September 30, 2015 and 2014, the allowance for off-balance sheet items amounted to $556,000 and $1.5 million, respectively. Net adjustments to the allowance for off-balance sheet items are included in the other operating expenses.

The Company determined that the net adjustments to the allowance for the off-balance sheet items should have been recorded to other noninterest expense rather than the provision for loan losses. Accordingly, the Company has revised the classification of the net adjustments from the provision for loan losses to other operating expenses in the Consolidated Statements of Income for the three and nine months ended September 30, 2014 as follows:
 
As Previously Reported
 
Effect of Change
 
As Adjusted
 
 
 
(in thousands)
 
 
For the Three Months Ended September 30, 2014
 
 
 
 
 
Provision for loan losses
$

 
$
48

 
$
48

Other operating expenses
$
2,612

 
$
(48
)
 
$
2,564

For the Nine Months Ended September 30, 2014
 
 
 
 
 
Provision for loan losses
$
(7,166
)
 
$
(297
)
 
$
(7,463
)
Other operating expenses
$
6,883

 
$
297

 
$
7,180





18



The following table details the information on the allowance for loan losses by portfolio segment for the three months ended September 30, 2015 and 2014:
 
Real Estate
 
Commercial and Industrial
 
Consumer
 
Unallocated
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
Allowance for loan losses on Non-PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
39,898

 
$
8,245

 
$
172

 
$
1,153

 
$
49,468

Charge-offs
(334
)
 
(1,414
)
 

 

 
(1,748
)
Recoveries on loans previously charged off
745

 
244

 
3

 

 
992

(Negative provision) provision
(5,867
)
 
700

 
(78
)
 
(245
)
 
(5,490
)
Ending balance
$
34,442

 
$
7,775

 
$
97

 
$
908

 
$
43,222

Ending balance: individually evaluated for impairment
$
3,500

 
$
846

 
$

 
$

 
$
4,346

Ending balance: collectively evaluated for impairment
$
30,942

 
$
6,929

 
$
97

 
$
908

 
$
38,876

Non-PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance
$
2,714,645

 
$
280,591

 
$
24,691

 
$

 
$
3,019,927

Ending balance: individually evaluated for impairment
$
28,372

 
$
7,851

 
$
1,689

 
$

 
$
37,912

Ending balance: collectively evaluated for impairment
$
2,686,273

 
$
272,740

 
$
23,002

 
$

 
$
2,982,015

Allowance for loan losses on PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
1,289

 
$
63

 
$

 
$

 
$
1,352

Provision (negative provision)
1,830

 
(46
)
 
2

 

 
1,786

Ending balance: acquired with deteriorated credit quality
$
3,119

 
$
17

 
$
2

 
$

 
$
3,138

PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance: acquired with deteriorated credit quality
$
24,909

 
$
193

 
$
43

 
$

 
$
25,145

September 30, 2014 (1)
 
 
 
 
 
 
 
 
 
Allowance for loan losses on Non-PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
40,303

 
$
9,738

 
$
540

 
$
1,305

 
$
51,886

Charge-offs
(884
)
 
(499
)
 
(35
)
 

 
(1,418
)
Recoveries on loans previously charged off
293

 
365

 
5

 

 
663

Provision (negative provision)
179

 
260

 
(186
)
 
(205
)
 
48

Ending balance
$
39,891

 
$
9,864

 
$
324

 
$
1,100

 
$
51,179

Ending balance: individually evaluated for impairment
$
2,027

 
$
3,757

 
$

 
$

 
$
5,784

Ending balance: collectively evaluated for impairment
$
37,864

 
$
6,107

 
$
324

 
$
1,100

 
$
45,395

Non-PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance
$
2,348,366

 
$
234,975

 
$
28,905

 
$

 
$
2,612,246

Ending balance: individually evaluated for impairment
$
35,654

 
$
11,970

 
$
1,758

 
$

 
$
49,382

Ending balance: collectively evaluated for impairment
$
2,312,712

 
$
223,005

 
$
27,147

 
$

 
$
2,562,864

 
(1) 
As of September 30, 2014, there was no allowance for loan losses associated with PCI loans.

19



The following table details the information on the allowance for loan losses by portfolio segment for the nine months ended September 30, 2015 and 2014:
 
Real Estate
 
Commercial and Industrial
 
Consumer
 
Unallocated
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
Allowance for loan losses on Non-PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
41,194

 
$
9,142

 
$
220

 
$
1,084

 
$
51,640

Charge-offs
(435
)
 
(2,569
)
 

 

 
(3,004
)
Recoveries on loans previously charged off
2,040

 
2,434

 
3

 

 
4,477

(Negative provision) provision
(8,357
)
 
(1,232
)
 
(126
)
 
(176
)
 
(9,891
)
Ending balance
$
34,442

 
$
7,775

 
$
97

 
$
908

 
$
43,222

Ending balance: individually evaluated for impairment
$
3,500

 
$
846

 
$

 
$

 
$
4,346

Ending balance: collectively evaluated for impairment
$
30,942

 
$
6,929

 
$
97

 
$
908

 
$
38,876

Non-PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance
$
2,714,645

 
$
280,591

 
$
24,691

 
$

 
$
3,019,927

Ending balance: individually evaluated for impairment
$
28,372

 
$
7,851

 
$
1,689

 
$

 
$
37,912

Ending balance: collectively evaluated for impairment
$
2,686,273

 
$
272,740

 
$
23,002

 
$

 
$
2,982,015

Allowance for loan losses on PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
895

 
$
131

 
$

 
$

 
$
1,026

Provision (negative provision)
2,224

 
(114
)
 
2

 

 
2,112

Ending balance: acquired with deteriorated credit quality
$
3,119

 
$
17

 
$
2

 
$

 
$
3,138

PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance: acquired with deteriorated credit quality
$
24,909

 
$
193

 
$
43

 
$

 
$
25,145

September 30, 2014 (1)
 
 
 
 
 
 
 
 
 
Allowance for loan losses on Non-PCI loans:
 
 
 
 
 
 
 
 
 
Beginning balance
$
43,550

 
$
11,287

 
$
1,427

 
$
1,291

 
$
57,555

Charge-offs
(2,073
)
 
(3,394
)
 
(102
)
 

 
(5,569
)
Recoveries on loans previously charged off
3,298

 
3,338

 
20

 

 
6,656

Negative provision
(4,884
)
 
(1,367
)
 
(1,021
)
 
(191
)
 
(7,463
)
Ending balance
$
39,891

 
$
9,864

 
$
324

 
$
1,100

 
$
51,179

Ending balance: individually evaluated for impairment
$
2,027

 
$
3,757

 
$

 
$

 
$
5,784

Ending balance: collectively evaluated for impairment
$
37,864

 
$
6,107

 
$
324

 
$
1,100

 
$
45,395

Non-PCI loans receivable:
 
 
 
 
 
 
 
 
 
Ending balance
$
2,348,366

 
$
234,975

 
$
28,905

 
$

 
$
2,612,246

Ending balance: individually evaluated for impairment
$
35,654

 
$
11,970

 
$
1,758

 
$

 
$
49,382

Ending balance: collectively evaluated for impairment
$
2,312,712

 
$
223,005

 
$
27,147

 
$

 
$
2,562,864

 
(1) 
As of September 30, 2014, there was no allowance for loan losses associated with PCI loans.

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 loan in our loan portfolio. Third party loan reviews are performed throughout the year. Additional adjustments are made when determined to be necessary. The loan grade definitions are as follows:
Pass and Pass-Watch: Pass and pass-watch loans, grades 0-4, are in compliance in all respects with the Bank’s credit policy and regulatory requirements, and do not exhibit any potential or defined weaknesses as defined under “Special

20



Mention,” “Substandard” or “Doubtful.” This category is the strongest level of the Bank’s 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.
Special Mention: A special mention credit, grade 5, has potential weaknesses that deserve management’s close attention. If not corrected, these potential weaknesses may result in deterioration of the repayment prospects of the debt and result in a Substandard classification. Loans that have significant actual, not potential, weaknesses are considered more severely classified.
Substandard: A substandard credit, grade 6, has a well-defined weakness that jeopardizes 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: A doubtful credit, grade 7, 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 which may work to strengthen the credit, and therefore the amount or timing of a possible loss cannot be determined at the current time.
Loss: A loan classified as loss, grade 8, is considered uncollectible and of such little value that their continuance as an active bank asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be possible in the future. Loans classified as loss are charged off in a timely manner.

Under regulatory guidance, loans graded special mention or worse are considered criticized loans and loans graded substandard or worse are considered classified loans.


21



     As of September 30, 2015 and December 31, 2014, pass/pass-watch, special mention and classified loans (excluding PCI loans), disaggregated by loan class, were as follows:
 
Pass/Pass-Watch
 
Special Mention
 
Classified
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
701,707

 
$
10,783

 
$
2,679

 
$
715,169

Hospitality
497,759

 
34,961

 
11,428

 
544,148

Gas station
321,151

 
8,721

 
4,646

 
334,518

Other
878,561

 
8,880

 
10,071

 
897,512

Construction
26,228

 

 

 
26,228

Residential property
195,313

 
60

 
1,697

 
197,070

Commercial and industrial loans:
 
 
 
 
 
 

Commercial term
114,007

 
1,174

 
6,474

 
121,655

Commercial lines of credit
120,675

 
5,058

 
964

 
126,697

International loans
29,854

 
2,385

 

 
32,239

Consumer loans
22,482

 
101

 
2,108

 
24,691

Total Non-PCI loans
$
2,907,737

 
$
72,123

 
$
40,067

 
$
3,019,927

December 31, 2014
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
655,431

 
$
18,013

 
$
2,699

 
$
676,143

Hospitality
398,158

 
46,365

 
10,697

 
455,220

Gas station
346,350

 
8,899

 
7,566

 
362,815

Other
823,373

 
9,543

 
10,546

 
843,462

Construction
9,532

 

 

 
9,532

Residential property
118,880

 
66

 
2,178

 
121,124

Commercial and industrial loans:
 
 
 
 
 
 


Commercial term
105,987

 
1,225

 
8,522

 
115,734

Commercial lines of credit
92,038

 
993

 
555

 
93,586

International loans
36,007

 
252

 
2,556

 
38,815

Consumer loans
25,367

 
131

 
2,068

 
27,566

Total Non-PCI loans
$
2,611,123

 
$
85,487

 
$
47,387

 
$
2,743,997

 

22



The following is an aging analysis of loans (excluding PCI loans), disaggregated by loan class, as of the dates indicated:
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due
 
Total Past Due
 
Current
 
Total
 
Accruing 90 Days or More Past Due
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$
622

 
$

 
$
387

 
$
1,009

 
$
714,160

 
$
715,169

 
$

Hospitality
50

 

 
4,488

 
4,538

 
539,610

 
544,148

 

Gas station
43

 
1,242

 
1,107

 
2,392

 
332,126

 
334,518

 

Other
428

 
736

 
2,150

 
3,314

 
894,198

 
897,512

 

Construction

 

 

 

 
26,228

 
26,228

 

Residential property
230

 

 
108

 
338

 
196,732

 
197,070

 

Commercial and industrial loans:
 
 
 
 
 
 


 
 
 


 
 
Commercial term
89

 
102

 
689

 
880

 
120,775

 
121,655

 

Commercial lines of credit

 

 
1,292

 
1,292

 
125,405

 
126,697

 

International loans

 

 

 

 
32,239

 
32,239

 

Consumer loans

 

 
236

 
236

 
24,455

 
24,691

 

Total Non-PCI loans
$
1,462

 
$
2,080

 
$
10,457

 
$
13,999

 
$
3,005,928

 
$
3,019,927

 
$

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$
1,554

 
$
281

 
$
1,920

 
$
3,755

 
$
672,388

 
$
676,143

 
$

Hospitality
1,531

 
2,340

 
433

 
4,304

 
450,916

 
455,220

 

Gas station
2,991

 
1,113

 
353

 
4,457

 
358,358

 
362,815

 

Other
1,674

 
2,156

 
1,142

 
4,972

 
838,490

 
843,462

 

Construction

 

 

 

 
9,532

 
9,532

 

Residential property
167

 

 
687

 
854

 
120,270

 
121,124

 

Commercial and industrial loans:
 
 
 
 
 
 


 
 
 


 
 
Commercial term
1,107

 
490

 
2,847

 
4,444

 
111,290

 
115,734

 

Commercial lines of credit

 

 
227

 
227

 
93,359

 
93,586

 

International loans
200

 

 

 
200

 
38,615

 
38,815

 

Consumer loans
489

 
349

 
248

 
1,086

 
26,480

 
27,566

 

Total Non-PCI loans
$
9,713

 
$
6,729

 
$
7,857

 
$
24,299

 
$
2,719,698

 
$
2,743,997

 
$


 Impaired Loans

Loans are considered impaired when the Bank will be unable to collect all interest and principal payments per contractual terms of the loan agreement, unless the loan is both well-collateralized and in the process of collection; or they are classified as Troubled Debt Restructurings (“TDRs”) because, due to the financial difficulties of the borrowers, we have granted concessions to the borrowers we would not otherwise consider; or when current information or events make it unlikely to collect in full according to the contractual terms of the loan agreements; or there is a deterioration in the borrower’s 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. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent, less estimated costs to sell. If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency is either charged off against the allowance for loan losses or we establish a specific allocation in the allowance for loan losses. 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.

23



The allowance for collateral-dependent loans is determined by calculating the difference between the outstanding loan balance and the value of the collateral 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 nonperforming. We continue to monitor the collateral coverage, using recent appraisals, on these loans on a quarterly basis and adjust the allowance accordingly.

The following tables provide information on impaired loans (excluding PCI loans), disaggregated by loan class, as of the dates indicated:
 
Recorded
Investment
 
Unpaid 
Principal
Balance
 
With No
Related
Allowance
Recorded
 
With an
Allowance
Recorded
 
Related
Allowance
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
Retail
$
2,621

 
$
2,909

 
$
2,068

 
$
553

 
$
40

Hospitality
6,906

 
7,576

 
3,066

 
3,840

 
2,950

Gas station
6,315

 
6,878

 
5,665

 
650

 
185

Other
9,886

 
11,539

 
8,607

 
1,279

 
325

Residential property
2,644

 
2,820

 
2,644

 

 

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial term
5,812

 
6,283

 
2,770

 
3,042

 
329

Commercial lines of credit
894

 
1,021

 
394

 
500

 
500

International loans
1,145

 
1,145

 
585

 
560

 
17

Consumer loans
1,689

 
1,902

 
1,689

 

 

Total Non-PCI loans
$
37,912

 
$
42,073

 
$
27,488

 
$
10,424

 
$
4,346

December 31, 2014
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
Retail
$
4,436

 
$
4,546

 
$
1,938

 
$
2,498

 
$
220

Hospitality
5,835

 
6,426

 
4,581

 
1,254

 
1,828

Gas station
8,974

 
9,594

 
8,526

 
448

 
150

Other
10,125

 
11,591

 
8,890

 
1,235

 
319

Residential property
3,127

 
3,268

 
3,127

 

 

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial term
7,614

 
8,133

 
2,999

 
4,615

 
2,443

Commercial lines of credit
466

 
575

 
466

 

 

International loans
3,546

 
3,546

 
2,628

 
918

 
286

Consumer loans
1,742

 
1,907

 
1,742

 

 

Total Non-PCI loans
$
45,865

 
$
49,586

 
$
34,897

 
$
10,968

 
$
5,246


24



 
Average Recorded Investment
for the Three Months Ended
 
Interest Income Recognized 
for the Three Months Ended
 
Average Recorded Investment 
for the Nine Months Ended
 
Interest Income Recognized
for the Nine Months Ended
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
2,635

 
$
46

 
$
4,301

 
$
244

Hospitality
6,151

 
143

 
6,517

 
443

Gas station
6,298

 
117

 
7,668

 
399

Other
9,967

 
202

 
10,505

 
606

Residential property
2,655

 
28

 
2,815

 
88

Commercial and industrial loans:
 
 
 
 
 
 
 
Commercial term
5,918

 
86

 
7,062

 
282

Commercial lines of credit
901

 
4

 
1,804

 
40

International loans
1,236

 

 
1,259

 

Consumer loans
1,695

 
17

 
1,779

 
51

Total Non-PCI loans
$
37,456

 
$
643

 
$
43,710

 
$
2,153

September 30, 2014
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
4,456

 
$
36

 
$
5,682

 
$
215

Hospitality
4,206

 
102

 
4,149

 
232

Gas station
14,181

 
218

 
12,023

 
587

Other
9,898

 
232

 
10,716

 
682

Residential property
3,173

 
30

 
2,853

 
87

Commercial and industrial loans:
 
 
 
 
 
 
 
Commercial term
8,118

 
126

 
10,007

 
443

Commercial lines of credit
2,884

 
36

 
1,447

 
61

International loans
1,146

 

 
1,136

 

Consumer loans
1,765

 
16

 
1,619

 
46

Total Non-PCI loans
$
49,827

 
$
796

 
$
49,632

 
$
2,353


The following is a summary of interest foregone on impaired loans (excluding PCI loans) for the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
(in thousands)
Interest income that would have been recognized had impaired loans performed in accordance with their original terms
$
1,444

 
$
1,063

 
$
3,361

 
$
3,490

Less: Interest income recognized on impaired loans
(643
)
 
(796
)
 
(2,153
)
 
(2,353
)
Interest foregone on impaired loans
$
801

 
$
267

 
$
1,208

 
$
1,137

    
There were no commitments to lend additional funds to borrowers whose loans are included above.

Nonaccrual Loans

Loans are placed on nonaccrual 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

25



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 nonaccrual status earlier, depending upon the individual circumstances surrounding the loan’s delinquency. When a loan is placed on nonaccrual 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 collectability of principal is probable, in which case interest payments are credited to income. Nonaccrual loans may be restored to accrual status when principal and interest payments become current and full repayment is expected.
    
The following table details nonaccrual loans (excluding PCI loans), disaggregated by loan class, as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
(in thousands)
Real estate loans:
 
 
 
Commercial property
 
 
 
Retail
$
996

 
$
2,160

Hospitality
5,935

 
3,835

Gas station
3,296

 
3,478

Other
5,405

 
4,961

Residential property
1,120

 
1,588

Commercial and industrial loans:
 
 
 
Commercial term
4,193

 
7,052

Commercial lines of credit
1,464

 
466

Consumer loans
1,535

 
1,742

Total nonaccrual Non-PCI loans
$
23,944

 
$
25,282


The following table details nonperforming assets (excluding PCI loans) as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
(in thousands)
Nonaccrual Non-PCI loans
$
23,944

 
$
25,282

Loans 90 days or more past due and still accruing

 

Total nonperforming Non-PCI loans
23,944

 
25,282

OREO
13,249

 
15,790

Total nonperforming assets
$
37,193

 
$
41,072


As of September 30, 2015, OREO consisted of 17 properties with a combined carrying value of $13.2 million. Of the $13.2 million, $10.8 million were OREO acquired in the CBI acquisition or were obtained as a result of PCI loan collateral foreclosures subsequent to the acquisition date. As of December 31, 2014, OREO consisted of 25 properties with a combined carrying value of $15.8 million. Of the $15.8 million, $15.3 million were OREO acquired in the CBI acquisition or were obtained as a result of PCI loan collateral foreclosures subsequent to the acquisition date.


26



Troubled Debt Restructurings
    
The following table details TDRs (excluding PCI loans), disaggregated by concession type and loan type, as of September 30, 2015 and December 31, 2014:
 
Nonaccrual TDRs
 
Accrual TDRs
 
Deferral
of
Principal
 
Deferral
of
Principal
and
Interest
 
Reduction
of
Principal
and
Interest
 
Extension
of
Maturity
 
Total
 
Deferral
of
Principal
 
Deferral
of
Principal
and
Interest
 
Reduction
of
Principal
and
Interest
 
Extension
of
Maturity
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$

 
$

 
$

 
$
357

 
$
357

 
$

 
$

 
$
1,228

 
$

 
$
1,228

Hospitality
1,448

 

 

 

 
1,448

 

 

 

 

 

Gas station
980

 

 

 

 
980

 
345

 

 

 

 
345

Other
897

 
1,665

 
360

 
12

 
2,934

 
2,638

 

 
106

 
1,391

 
4,135

Residential property
703

 

 

 

 
703

 

 

 

 
301

 
301

Commercial and industrial loans:
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 


Commercial term
40

 

 
2,375

 
1,018

 
3,433

 
44

 
218

 
238

 
1,079

 
1,579

Commercial lines of credit
222

 

 
104

 
68

 
394

 

 

 

 

 

Consumer loans

 

 
119

 

 
119

 
250

 

 

 

 
250

Total Non-PCI loans
$
4,290

 
$
1,665

 
$
2,958

 
$
1,455

 
$
10,368

 
$
3,277

 
$
218

 
$
1,572

 
$
2,771

 
$
7,838

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$

 
$

 
$

 
$
2,032

 
$
2,032

 
$
306

 
$

 
$

 
$

 
$
306

Hospitality
1,115

 
(53
)
 

 

 
1,062

 
1,807

 

 

 

 
1,807

Gas station
1,075

 

 

 

 
1,075

 
2,335

 

 

 

 
2,335

Other
943

 
1,498

 
433

 
24

 
2,898

 
2,343

 

 
782

 
1,372

 
4,497

Residential property
742

 

 

 

 
742

 

 

 

 
308

 
308

Commercial and industrial loans:
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 


Commercial term
14

 
(1
)
 
2,556

 
1,481

 
4,050

 
57

 
226

 
567

 
1,358

 
2,208

Commercial lines of credit
227

 

 
126

 
113

 
466

 
2,156

 

 

 

 
2,156

International loans

 

 

 

 

 

 

 
200

 

 
200

Consumer loans

 

 
131

 

 
131

 

 

 

 

 

Total Non-PCI loans
$
4,116

 
$
1,444

 
$
3,246

 
$
3,650

 
$
12,456

 
$
9,004

 
$
226

 
$
1,549

 
$
3,038

 
$
13,817


As of September 30, 2015 and December 31, 2014, total TDRs were $18.2 million and $26.3 million, respectively. A debt restructuring is considered a TDR if we grant a concession that we would not have otherwise considered to the borrower, for economic or legal reasons related to the borrower’s financial difficulties. Loans are considered to be TDRs if they were restructured through payment structure modifications such as reducing the amount of principal and interest due monthly and/or allowing for interest only monthly payments for three months or more. All TDRs are impaired and are individually evaluated for specific impairment using one of these three criteria: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.

At September 30, 2015 and December 31, 2014, TDRs were subjected to specific impairment analysis, and $614,000 and $2.9 million, respectively, of reserves relating to these loans were included in the allowance for loan losses.


27



The following table details TDRs (excluding PCI loans), disaggregated by loan class, for the three months ended September 30, 2015 and 2014:
 
September 30, 2015
 
September 30, 2014
 
Number of
Loans
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Number of
Loans
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
(in thousands, except number of loans)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail (1)
1

 
$
1,230

 
$
1,228

 

 
$

 
$

Hospitality (2)

 

 

 
1

 
2,014

 
1,991

Gas station (3)

 

 

 
1

 
395

 
385

Other (4)
1

 
412

 
412

 

 

 

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term (5)
5

 
420

 
396

 

 

 

Commercial lines of credit (6)

 

 

 
1

 
2,092

 
2,200

Total Non-PCI loans
7

 
$
2,062

 
$
2,036

 
3

 
$
4,501

 
$
4,576

                               
(1) 
Includes a modification of $1.2 million through a reduction of principal or accrued interest for the three months ended September 30, 2015.
(2) 
Includes a modification of $2.0 million through a payment deferral for the three months ended September 30, 2014.
(3) 
Includes a modification of $385,000 through a payment deferral for the three months ended September 30, 2014.
(4) 
Includes a modification of $412,000 through a payment deferral for the three months ended September 30, 2015.
(5) 
Includes modifications of $31,000 through a reduction of principal or accrued interest, $71,000 through payment deferrals and $293,000 through extensions of maturity for the three months ended September 30, 2015.
(6) 
Includes a modification of $2.2 million through a payment deferral for the three months ended September 30, 2014.

During the three months ended September 30, 2015, we restructured monthly payments on seven loans, with a net carrying value of $2.0 million as of September 30, 2015, through temporary payment structure modifications. 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, performance and collection under the revised terms are probable.


28



The following table details TDRs (excluding PCI loans), disaggregated by loan class, for the nine months ended September 30, 2015 and 2014:
 
September 30, 2015
 
September 30, 2014
 
Number of Loans
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Number of Loans
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
(in thousands, except number of loans)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail (1)
1

 
$
1,248

 
$
1,228

 
1

 
$
2,002

 
$
1,856

Gas station (2)

 

 

 
1

 
2,040

 
1,991

Other (3)
2

 
731

 
725

 
3

 
1,422

 
1,386

Residential property (4)

 

 

 
1

 
317

 
311

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term (5)
10

 
1,052

 
858

 
5

 
327

 
263

Commercial lines of credit (6)

 

 

 
3

 
2,366

 
2,563

Consumer loans (7)
1

 
250

 
250

 

 

 

Total Non-PCI loans
14

 
$
3,281

 
$
3,061

 
14

 
$
8,474

 
$
8,370

                              
(1) 
Includes a modification of $1.2 million through a reduction of principal or accrued interest for the nine months ended September 30, 2015 and a modification of 1.9 million an extension of maturity for the nine months ended September 30, 2014.
(2) 
Includes a modification of $2.0 million through a payment deferral for the nine months ended September 30, 2014.
(3) 
Includes modifications of $725,000 through payment deferrals for the nine months ended September 30, 2015 and modifications of $1.3 million through payment deferrals and $59,000 through an extension of maturity for the nine months ended September 30, 2014.
(4) 
Includes a modification of $311,000 through an extension of maturity for the nine months ended September 30, 2014.
(5) 
Includes modifications of $38,000 through payment deferrals, $71,000 through reductions of principal or accrued interest and $749,000 through extensions of maturity for the nine months ended September 30, 2015, and modifications of $39,000 through a payment deferral, $51,000 through reductions of principal or accrued interest and $173,000 through an extension of maturity for the nine months ended September 30, 2014.
(6) 
Includes modifications of $2.4 million through payment deferrals and $134,000 through a reduction of principal or accrued interest for the nine months ended September 30, 2014.

The following table details TDRs (excluding PCI loans) that defaulted subsequent to the modifications occurring within the previous twelve months, disaggregated by loan class, for the three and nine months ended September 30, 2015 and 2014, respectively:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
Number of Loans
 
Recorded Investment
 
Number of Loans
 
Recorded Investment
 
Number of Loans
 
Recorded Investment
 
Number of Loans
 
Recorded Investment
 
(in thousands, except number of loans)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail

 
$

 
1
 
$
1,856

 

 
$

 
1

 
$
1,856

Hospitality
1

 
466

 
 

 
1

 
466

 

 

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial term

 

 
2
 
47

 

 

 
2

 
47

Commercial lines of credit

 

 
2
 
412

 

 

 
3

 
546

Total Non-PCI loans
1

 
$
466

 
5

 
$
2,315

 
1

 
$
466

 
6

 
$
2,449



29



Purchased Credit Impaired Loans

As part of the acquisition of CBI, the Company purchased loans for which there was, at acquisition, evidence of deterioration of credit quality subsequent to origination and it was probable, at acquisition, that all contractually required payments would not be collected. Outstanding balance of PCI loans, the undiscounted sum of all amounts including amounts deemed principal, interest, fees and penalties, were $33.2 million and $64.3 million, respectively as of September 30, 2015 and December 31, 2014. The following table summarizes the changes in carrying value of PCI loans during the nine months ended September 30, 2015 and 2014:
 
Carrying Amount
 
Accretable Yield
 
(in thousands)
Balance at January 1, 2015
$
43,475

 
$
(11,025
)
Accretion
2,462

 
2,462

Payments received
(26,060
)
 

Disposal/transfer to OREO
4,242

 

Change in expected cash flows, net

 
1,349

Provision for credit losses
(2,112
)
 

Balance at September 30, 2015
$
22,007

 
$
(7,214
)
 
 
 
 
Balance at January 1, 2014
$

 
$

Additions from CBI acquisition at August 31, 2014
75,878

 
(22,858
)
Accretion
491

 
491

Payments received
(5,892
)
 

Disposal/transfer to OREO
(3,453
)
 
212

Balance at September 30, 2014
$
67,024

 
$
(22,155
)


30



As of September 30, 2015 and December 31, 2014, pass/pass-watch, special mention and classified PCI loans, disaggregated by loan class, were as follows:
 
Pass/Pass-Watch
 
Special Mention
 
Classified
 
Total
 
Allowance
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$
1,174

 
$

 
$
6,094

 
$
7,268

 
$
203

 
$
7,065

Hospitality
189

 

 
5,246

 
5,435

 
290

 
5,145

Gas station

 
187

 
5,599

 
5,786

 
108

 
5,678

Other

 

 
5,385

 
5,385

 
2,318

 
3,067

Residential property

 

 
1,035

 
1,035

 
200

 
835

Commercial and industrial loans:
 
 
 
 
 
 


 
 
 


Commercial term

 

 
193

 
193

 
17

 
176

Consumer loans

 

 
43

 
43

 
2

 
41

Total PCI loans
$
1,363

 
$
187


$
23,595

 
$
25,145

 
$
3,138

 
$
22,007

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$
1,207

 
$
219

 
$
8,917

 
$
10,343

 
$
401

 
$
9,942

Hospitality

 

 
12,862

 
12,862

 
99

 
12,763

Gas station

 
1,242

 
6,503

 
7,745

 
302

 
7,443

Other

 

 
10,680

 
10,680

 
65

 
10,615

Residential property

 

 
2,499

 
2,499

 
28

 
2,471

Commercial and industrial loans:
 
 
 
 
 
 

 
 
 

Commercial term

 

 
327

 
327

 
131

 
196

Consumer loans

 

 
45

 
45

 

 
45

Total PCI loans
$
1,207

 
$
1,461

 
$
41,833

 
$
44,501

 
$
1,026

 
$
43,475

    
Loans accounted for as PCI are generally considered accruing and performing loans as the accretable discount is accreted to interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, PCI loans that are contractually past due are still considered to be accruing and performing loans. If the timing and amount of future cash flows is not reasonably estimable, the loans are classified as nonaccrual loans and interest income is not recognized until the timing and amount of future cash flows can be reasonably estimated. As of September 30, 2015 and December 31, 2014, we had no PCI loans on nonaccrual status and included in the delinquency table below.


31



The following table presents a summary of the borrowers' underlying payment status of PCI loans as of the dates indicated:
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due
 
Total Past Due
 
Current
 
Total
 
Allowance Amount
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$
1,061

 
$
65

 
$
1,647

 
$
2,773

 
$
4,495

 
$
7,268

 
$
203

 
$
7,065

Hospitality

 

 
1,708

 
1,708

 
3,727

 
5,435

 
290

 
5,145

Gas station
49

 

 
1,903

 
1,952

 
3,834

 
5,786

 
108

 
5,678

Other

 

 
4,930

 
4,930

 
455

 
5,385

 
2,318

 
3,067

Residential property

 

 
397

 
397

 
638

 
1,035

 
200

 
835

Commercial and industrial loans:
 
 
 
 
 
 

 
 
 

 
 
 

Commercial term

 
5

 
37

 
42

 
151

 
193

 
17

 
176

Consumer loans

 
14

 
29

 
43

 

 
43

 
2

 
41

Total PCI loans
$
1,110

 
$
84

 
$
10,651

 
$
11,845

 
$
13,300

 
$
25,145

 
$
3,138

 
$
22,007

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
$
93

 
$
287

 
$
5,623

 
$
6,003

 
$
4,340

 
$
10,343

 
$
401

 
$
9,942

Hospitality
312

 

 
7,670

 
7,982

 
4,880

 
12,862

 
99

 
12,763

Gas station
1,139

 
1,053

 
3,178

 
5,370

 
2,375

 
7,745

 
302

 
7,443

Other

 

 
10,119

 
10,119

 
561

 
10,680

 
65

 
10,615

Residential property

 

 
1,722

 
1,722

 
777

 
2,499

 
28

 
2,471

Commercial and industrial loans:
 
 
 
 
 
 

 
 
 

 
 
 

Commercial term
30

 

 
135

 
165

 
162

 
327

 
131

 
196

Consumer loans

 
17

 
28

 
45

 

 
45

 

 
45

Total PCI loans
$
1,574

 
$
1,357

 
$
28,475

 
$
31,406

 
$
13,095

 
$
44,501

 
$
1,026

 
$
43,475


Servicing Assets and Liabilities
    
The changes in servicing assets for the nine months ended September 30, 2015 and 2014 were as follows:
 
September 30, 2015
 
September 30, 2014
 
(in thousands)
Servicing assets:
 
 
 
Balance at beginning of period
$
13,773

 
$
6,833

Additions from CBI acquisition

 
7,442

Addition related to sale of SBA loans
1,739

 
871

Amortization
(3,526
)
 
(1,304
)
Balance at end of period
$
11,986

 
$
13,842

Servicing liabilities:
 
 
 
Balance at beginning of period
$
5,971

 
$
106

Additions from CBI acquisition

 
5,898

Amortization
(795
)
 
(6
)
Balance at end of period
$
5,176

 
$
5,998


At September 30, 2015 and 2014, we serviced loans sold to unaffiliated parties in the amounts of $468.9 million and $341.6 million respectively. These represented loans that have been sold for which the Bank continues to provide servicing.

32



These loans are maintained off balance sheet and are not included in the loans receivable balance. All of the loans being serviced were SBA loans.

FDIC Loss Sharing Asset and Liability

The FDIC loss sharing asset related to the assumption of Single Family and Commercial Shared-Loss Agreement (“SLAs”) between CBI and the FDIC arising from the CBI’s acquisition of Mutual Bank. The loss sharing asset was measured at its fair value as of August 31, 2014 in conjunction with the acquisition of CBI. During the third quarter of 2014, the Bank submitted losses in excess of the stated reimbursement threshold of $611.0 million, increasing the reimbursable percentage to 95 percent from 80 percent. The three-year recovery period for the Commercial Share-Loss Portfolio commenced on October 1, 2014. During the recovery period for the Commercial Share-Loss Portfolio, 80 percent of any recoveries on previously charged-off and reimbursed Commercial SLA loans, less any recovery costs, are remitted to the FDIC. As of September 30, 2015, the FDIC loss sharing liability was $1.2 million and consisted of $1.3 million of FDIC recoveries partially offset by $136,000 of reimbursable expenses. Of the $1.2 million net payable to the FDIC, $1.2 million is payable under the Non-Single Family SLA and $47,000 is due from the FDIC for losses covered under the Single Family SLA.

Note 7 — Income Taxes

The Company’s income tax expense from continuing operations was $10.6 million and $27.7 million for the three and nine months ended September 30, 2015, respectively, compared to $5.4 million and $20.1 million for the same periods in 2014. The effective income tax rates were 43.09 percent and 41.55 percent, respectively, for the three and nine months ended September 30, 2015, compared to 19.76 percent and 31.20 percent for the same periods in 2014. Excluding the bargain purchase gain and the merger and integration costs, the effective tax rates were 42.63 percent and 40.34 percent, respectively for the three and nine months ended September 30, 2014. Management concluded that no valuation allowance is required for the deferred tax assets as of September 30, 2015.

As of September 30, 2015, the Company was subjected to audits or examinations by the California Franchise Tax Board for the 2008 and 2009 tax years. Management does not anticipate any material changes in our financial statements due to the results of the audits.

Note 8 — Subordinated Debentures and Rescinded Stock Obligation

Subordinated Debentures

During the third quarter of 2014, the Company assumed CBI’s Junior Subordinated Deferrable Interest Debentures (“Subordinated Debentures”) with an unpaid principal balance of $26.8 million and an estimated fair value of $18.5 million. The $8.3 million discount will be amortized to interest expense over the remaining term. In December 2005, a trust was formed by CBI and issued $26.0 million of Trust Preferred Securities (“TPS”) at 6.26 percent fixed rate for the first five years and a variable rate at the 3 month LIBOR plus 140 basis points thereafter and invested the proceeds in Subordinated Debentures. The Subordinated Debentures will mature on December 31, 2035, however, the Bank may redeem the Subordinated Debentures at an earlier date if certain conditions are met. The TPS will be subject to mandatory redemption if the Subordinated Debentures are repaid by the Company. Interest is payable quarterly, and the Company has the option to defer interest payments on the Subordinated Debentures from time to time for a period not to exceed five consecutive years. The amortization was $46,000 and $125,000 for the three and nine months ended September 30, 2015, respectively.

Rescinded Stock Obligation

Hanmi Financial assumed a rescinded stock obligation of $15.5 million and related accrued interest payable of $4.5 million at the closing date of the CBI acquisition. The obligation resulted from the issuance of CBI common shares that CBI was not legally authorized to issue in 2010 and 2009. Interest had been accrued on the obligation at statutory interest rates that vary from state to state. As of September 30, 2015, the rescinded stock obligation and related accrued interest payable have been paid in full. The rescinded stock obligation and accrued interest as of December 31, 2014 were $933,000 and $288,000, respectively, as of December 31, 2014.


33



Note 9 — Stockholders’ Equity

Stock Warrants

As part of an agreement dated as of 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 250,000 shares of our common stock for services performed. The warrants had an exercise price of $9.60 per share. According to the agreement, the warrants vested on October 14, 2010 and were exercisable until their expiration on October 14, 2015. The Company followed the guidance of FASB ASC Topic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Stock, which established a framework for determining whether certain freestanding and embedded instruments are indexed to a company’s 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 the 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 counterparty’s 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 was 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 percent. The expected life assumption was based on the contract term of five years. The dividend yield of zero was based on the fact that we had no intention to pay cash dividends for the term at the grant date. The risk free rate of 2.07 percent used for the warrants was equal to the zero coupon rate in effect at the time of the grant. During the years of 2012, 2013 and 2014, all the stock warrants were exercised and there were no outstanding stock warrants as of December 31, 2014.

Note 10 – Accumulated Other Comprehensive Income

Activity in accumulated other comprehensive income for the three months ended September 30, 2015 and 2014 was as follows:
 
Unrealized Gains
and Losses on
Available for Sale
Securities
 
Unrealized Gains
and Losses on
Interest-Only
Strip
 
Tax Benefit (Expense)
 
Total
 
(in thousands)
For the three months ended September 30, 2015
 
 
 
 
 
 
 
Balance at beginning of period
$
(1,079
)
 
$
16

 
$
1,486

 
$
423

Other comprehensive income (loss) before reclassification
5,064

 
(7
)
 
(1,274
)
 
3,783

Reclassification from accumulated other comprehensive income
(2,048
)
 

 

 
(2,048
)
Period change
3,016

 
(7
)
 
(1,274
)
 
1,735

Balance at end of period
$
1,937

 
$
9

 
$
212

 
$
2,158

For the three months ended September 30, 2014
 
 
 
 
 
 
 
Balance at beginning of period
$
(5,534
)
 
$
17

 
$
3,367

 
$
(2,150
)
Other comprehensive (loss) income before reclassification
(4,947
)
 
(3
)
 
2,102

 
(2,848
)
Reclassification from accumulated other comprehensive income
(67
)
 

 

 
(67
)
Period change
(5,014
)
 
(3
)
 
2,102

 
(2,915
)
Balance at end of period
$
(10,548
)
 
$
14

 
$
5,469

 
$
(5,065
)

For the three months ended September 30, 2015, there was a $2.0 million reclassification from accumulated other comprehensive income to gains in earnings resulting from the sale of available-for-sale securities. The $2.0 million reclassification adjustment out of accumulated other comprehensive income was included in net gain on sales of securities under noninterest income. The securities sold had a recorded unrealized gain of $1.2 million in accumulated other comprehensive income as of June 30, 2015.

For the three months ended September 30, 2014, there was a $67,000 reclassification from accumulated other comprehensive income to gains in earnings resulting from the sale of available-for-sale securities. The $67,000 reclassification adjustment out of accumulated other comprehensive income was included in net gain on sales of securities under noninterest

34



income. The securities sold had a recorded unrealized gain of $23,000 in accumulated other comprehensive income as of June 30, 2014.

Activity in accumulated other comprehensive income for the nine months ended September 30, 2015 and 2014 was as follows:
 
Unrealized Gains
and Losses  on
Available for Sale
Securities
 
Unrealized Gains
and Losses on
Interest-Only
Strip
 
Tax Benefit
(Expense)
 
Total
 
(in thousands)
For the nine months ended September 30, 2015
 
 
 
 
 
 
 
Balance at beginning of period
$
(985
)
 
$
16

 
$
1,432

 
$
463

Other comprehensive income (loss) before reclassification
9,066

 
(7
)
 
(1,220
)
 
7,839

Reclassification from accumulated other comprehensive income
(6,144
)
 

 

 
(6,144
)
Period change
2,922

 
(7
)
 
(1,220
)
 
1,695

Balance at end of period
$
1,937

 
$
9

 
$
212

 
$
2,158

For the nine months ended September 30, 2014
 
 
 
 
 
 
 
Balance at beginning of period
$
(18,187
)
 
$
16

 
$
8,791

 
$
(9,380
)
Other comprehensive income (loss) before reclassification
9,491

 
(2
)
 
(3,322
)
 
6,167

Reclassification from accumulated other comprehensive income
(1,852
)
 

 

 
(1,852
)
Period change
7,639

 
(2
)
 
(3,322
)
 
4,315

Balance at end of period
$
(10,548
)
 
$
14

 
$
5,469

 
$
(5,065
)

For the nine months ended September 30, 2015, there was a $6.1 million reclassification from accumulated other comprehensive income to gains in earnings resulting from the sale of available-for-sale securities. The $6.1 million reclassification adjustment out of accumulated other comprehensive income was included in net gain on sales of securities under noninterest income. The securities sold had a recorded unrealized gain of $2.0 million in accumulated other comprehensive income as of December 31, 2014.

For the nine months ended September 30, 2014, there was a $1.9 million reclassification from accumulated other comprehensive income to gains in earnings resulting from the sale of available-for-sale securities. The $1.9 million reclassification adjustment out of accumulated other comprehensive income was included in net gain on sales of securities under noninterest income. The securities sold had a recorded unrealized loss of $498,000 in accumulated other comprehensive income as of December 31, 2013.

Note 11 — Regulatory Matters

Risk-Based Capital

In July 2013, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation approved the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revise minimum capital requirements and adjust prompt corrective action thresholds. The rules also revise the regulatory capital elements, add a new common equity Tier I capital ratio, and increase the minimum Tier I capital ratio requirement. The revisions permit banking organizations to retain, through a one-time election, the existing treatment for accumulated other comprehensive income. Additionally, a new rule on the capital conservation buffer will be implemented beginning January 1, 2016. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if certain capital levels fall below newly required amounts. The rules became effective January 1, 2015 for smaller, non-complex banking organizations with full implementation of certain deductions and adjustments to regulatory capital through January 1, 2019. All prior period data is based on Basel I rules.


35



The capital ratios of Hanmi Financial and the Bank as of September 30, 2015 and December 31, 2014 were as follows:
 
Actual
 
Minimum
Regulatory
Requirement
 
Minimum to Be
Categorized as
“Well Capitalized”
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
487,613

 
14.75
%
 
$
264,425

 
8.00
%
 
 N/A

 
N/A

Hanmi Bank
$
484,968

 
14.69
%
 
$
264,078

 
8.00
%
 
$
330,097

 
10.00
%
Tier 1 capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
445,955

 
13.49
%
 
$
198,319

 
6.00
%
 
 N/A

 
N/A

Hanmi Bank
$
443,364

 
13.43
%
 
$
198,058

 
6.00
%
 
$
264,078

 
8.00
%
Common equity Tier 1 capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
445,955

 
13.49
%
 
$
148,739

 
4.50
%
 
 N/A

 
N/A

Hanmi Bank
$
443,364

 
13.43
%
 
$
148,544

 
4.50
%
 
$
214,563

 
6.5
%
Tier 1 capital (to average assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
445,955

 
11.19
%
 
$
159,401

 
4.00
%
 
 N/A

 
N/A

Hanmi Bank
$
443,364

 
11.14
%
 
$
159,196

 
4.00
%
 
$
198,995

 
5.00
%
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
493,598

 
15.89
%
 
$
248,501

 
8.00
%
 
 N/A

 
N/A

Hanmi Bank
$
470,934

 
15.18
%
 
$
248,157

 
8.00
%
 
$
310,196

 
10.00
%
Tier 1 capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
454,582

 
14.63
%
 
$
124,250

 
4.00
%
 
 N/A

 
N/A

Hanmi Bank
$
431,971

 
13.93
%
 
$
124,078

 
4.00
%
 
$
186,118

 
6.00
%
Tier 1 capital (to average assets):
 
 
 
 
 
 
 
 
 
 
 
Hanmi Financial
$
454,582

 
10.91
%
 
$
166,600

 
4.00
%
 
 N/A

 
N/A

Hanmi Bank
$
431,971

 
10.39
%
 
$
166,332

 
4.00
%
 
$
207,915

 
5.00
%

Note 12 — Fair Value Measurements

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined 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. The three-level fair value hierarchy 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 company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.


36



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.

We record securities available for sale at fair value on a recurring basis. Certain other assets, such as loans held for sale, impaired loans, OREO, 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.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument below:

Securities available for sale - The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges. If quoted prices are not available, fair values are measured using 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, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curve, prepayment speeds, and default rates. Level 1 securities include U.S. treasury securities and mutual funds 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 securities primarily include mortgage-backed securities, collateralized mortgage obligations, U.S. government agency securities, SBA loan pool securities, municipal bonds and corporate bonds in markets that are not active. 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 held as of each reporting date. The broker-dealers use prices obtained from nationally recognized pricing services to value our fixed income securities. The fair value of the municipal bonds is determined based on a proprietary model maintained by the broker-dealers. We review the prices obtained for reasonableness based on our understanding of the marketplace, and also consider any credit issues related to the bonds. As we have not made any adjustments to the market quotes provided to us and as they are based on observable market data, they have been categorized as Level 2 within the fair value hierarchy. Level 3 securities are instruments that are not traded in the market. As such, no observable market data for the instrument is available, which necessitates the use of significant unobservable inputs.

SBA loans held for sale - SBA loans held for sale are carried at the lower of cost or fair value. As of September 30, 2015 and December 31, 2014, we had $4.9 million and $5.5 million 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 September 30, 2015, the entire balance of SBA loans held for sale was recorded at its cost. We record SBA loans held for sale on a nonrecurring basis with Level 2 inputs.

Impaired loans (excluding PCI loans) - Nonaccrual loans and performing restructured loans are considered impaired for reporting purposes and are measured and recorded at fair value on a non-recurring basis. Nonaccrual Non-PCI loans with an unpaid principal balance over $100,000 and all performing restructured loans are reviewed individually for the amount of impairment, if any. Nonaccrual Non-PCI loans with an unpaid principal balance of $100,000 or less are evaluated for impairment collectively. The Company does not record loans at fair value on a recurring basis. However, from time to time, nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on either the current appraised value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on older appraisals that are then adjusted based on recent market trends, a Level 3 measurement.

OREO - Fair value of OREO is based primarily on third party appraisals, less costs to sell and result in a Level 2 classification of the inputs for determining fair value. Appraisals are required annually and may be updated more frequently as circumstances require and the fair value adjustments are made to OREO based on the updated appraised value of the property.

Nonperforming loans held for sale - We reclassify certain nonperforming loans as held for sale when we decide to sell those loans. The fair value of nonperforming loans held for sale is generally based upon the quotes, bids or sales contract prices which approximate their fair value. Nonperforming loans held for sale are recorded at estimated fair value less anticipated liquidation cost. As of September 30, 2015 and December 31, 2014, we did not have nonperforming loans held for sale, which are measured on a nonrecurring basis with Level 2 inputs.


37



Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of September 30, 2015 and December 31, 2014, assets and liabilities measured at fair value on a recurring basis are as follows:
 
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices in
Active Markets
for Identical
Assets
 
Significant
Observable
Inputs with No
Active Market
with Identical
Characteristics
 
Significant
Unobservable
Inputs
 
Balance
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
Mortgage-backed securities
$

 
$
324,504

 
$

 
$
324,504

Collateralized mortgage obligations

 
116,314

 

 
116,314

U.S. government agency securities

 
57,674

 

 
57,674

SBA loan pools securities

 
68,301

 

 
68,301

Municipal bonds-tax exempt

 
48,001

 

 
48,001

Municipal bonds-taxable

 
14,372

 

 
14,372

Corporate bonds

 
17,005

 

 
17,005

U.S. treasury securities
162

 

 

 
162

Other securities
23,007

 

 

 
23,007

Total securities available for sale
$
23,169

 
$
646,171

 
$

 
$
669,340

December 31, 2014
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
Mortgage-backed securities
$

 
$
573,286

 
$

 
$
573,286

Collateralized mortgage obligations

 
188,047

 

 
188,047

U.S. government agency securities (1)

 
128,207

 

 
128,207

SBA loan pools securities

 
109,447

 

 
109,447

Municipal bonds-tax exempt

 
3,681

 
709

 
4,390

Municipal bonds-taxable

 
16,922

 

 
16,922

Corporate bonds

 
16,948

 

 
16,948

U.S. treasury securities
163

 

 

 
163

Other securities (2)
22,893

 

 

 
22,893

Equity securities

 

 
414

 
414

Total securities available for sale
$
23,056

 
$
1,036,538

 
$
1,123

 
$
1,060,717

 
(1) 
U.S. government agency securities of $128.2 million were reclassified as level 2 rather than level 1 as originally classified due to significant other observable inputs other than quoted prices for identical assets in active markets.
(2) 
Other securities of $22.9 million were reclassified as level 1 rather than level 2 as originally classified due to the availability of quoted prices in active markets of the holdings.


38



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 nine months ended September 30, 2015:
 
Beginning Balance as of January 1, 2015
 
Purchases,
Issuances
and
Settlement
 
Realized
Gains or
(Losses)
in Earnings
 
Unrealized
Gains or
Losses
in Other
Comprehensive
Income
 
Ending Balance as of September 30, 2015
 
(in thousands)
Assets:
 
 
 
 
 
 
 
 
 
Municipal bonds-tax exempt (1)
$
709

 
$
(709
)
 
$

 
$

 
$

Equity securities (2)
$
414

 
$
(339
)
 
$
(75
)
 
$

 
$

 
(1) 
A zero coupon tax credit municipal bond matured during the first quarter of 2015.
(2) 
Reflects two equity securities that were not actively traded. During the second quarter of 2015, one equity security with a book value of $200,000 with a fair value of $200,000 as of December 31, 2014 was sold at $75,000 loss and the other equity security with a book value of $250,000 with a fair value of $214,000 as of December 31, 2014 was reclassified to other assets.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

As of September 30, 2015 and December 31, 2014, assets and liabilities measured at fair value on a non-recurring basis are as follows:
 
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices in
Active Markets
for Identical
Assets
 
Significant
Observable
Inputs With No
Active Market
With Identical
Characteristics
 
Significant
Unobservable
Inputs
 
Loss During the nine Months Ended September 30, 2015
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Impaired loans (excluding PCI loans) (1)
$

 
$
24,794

 
$
1,202

 
$
1,985

OREO (2)
$

 
$
13,249

 
$

 
$
444

 
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices in
Active Markets
for Identical
Assets
 
Significant
Observable
Inputs With No
Active Market
With Identical
Characteristics
 
Significant
Unobservable
Inputs
 
Loss During the Twelve Months Ended December 31, 2014
 
(in thousands)
December 31, 2014
 
 
 
Assets:
 
 
 
 
 
 
 
Impaired loans (excluding PCI loans) (3)
$

 
$
32,171

 
$
781

 
$
2,774

OREO (4)
$

 
$
15,790

 
$

 
$

 
(1) 
Consists of real estate loans of $23.4 million, commercial and industrial loans of $896,000, and consumer loans of $1.7 million.
(2) 
Consists of properties obtained from the foreclosure of commercial property loans of $11.5 million and residential property loans of $1.7 million.
(3) 
Consists of real estate loans of $30.0 million, commercial and industrial loans of $1.2 million and consumer loans of $1.7 million.
(4) 
Consists of properties obtained from the foreclosure of commercial property loans of $13.2 million and residential property loans of $2.6 million.

FASB ASC 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring

39



basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured on a recurring basis or non-recurring basis are discussed above.

The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data in order to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
    
The estimated fair values of financial instruments were as follows:
 
September 30, 2015
 
Carrying
 
Fair Value
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash and due from banks
$
235,342

 
$
235,342

 
$

 
$

Securities available for sale
669,340

 
23,169

 
646,171

 

Loans receivable, net of allowance for loan losses
2,998,712

 

 

 
3,006,747

Loans held for sale
4,871

 

 
4,871

 

Accrued interest receivable
8,722

 
8,722

 

 

Servicing assets
11,986

 

 

 
11,986

FHLB stock
16,385

 

 
16,385

 

FRB stock
14,098

 

 
14,098

 

Financial liabilities:


 
 
 
 
 
 
Noninterest-bearing deposits
1,114,621

 

 
1,114,621

 

Interest-bearing deposits
2,404,073

 

 

 
2,404,110

Servicing liabilities
5,176

 

 

 
5,176

Borrowings
168,669

 

 

 
168,669

Accrued interest payable
2,985

 
2,985

 

 

Off-balance sheet items:


 
 
 
 
 
 
Commitments to extend credit
314,303

 

 

 
314,303

Standby letters of credit
5,603

 

 

 
5,603

 

40



 
December 31, 2014
 
Carrying
 
Fair Value
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash and due from banks
$
158,320

 
$
158,320

 
$

 
$

Securities available for sale (1)
1,060,717

 
23,056

 
1,036,538

 
1,123

Loans receivable, net of allowance for loan losses
2,735,832

 

 

 
2,738,401

Loans held for sale
5,451

 

 
5,451

 

Accrued interest receivable
9,749

 
9,749

 

 

Servicing assets
13,773

 

 

 
13,773

FHLB stock
17,580

 

 
17,580

 

FRB stock
12,273

 

 
12,273

 

Financial liabilities:
 
 
 
 
 
 
 
Noninterest-bearing deposits
1,022,972

 

 
1,022,972

 

Interest-bearing deposits
2,533,774

 

 

 
2,528,304

Servicing liabilities
5,971

 

 

 
5,971

Borrowings
168,544

 

 

 
149,983

Accrued interest payable
3,450

 
3,450

 

 

Off-balance sheet items:
 
 
 
 
 
 
 
Commitments to extend credit
309,584

 

 

 
309,584

Standby letters of credit
8,982

 

 

 
8,982

 
(1) 
Level 1 and Level 2 previously reported as $128.4 million and $931.2 million, respectively. U.S. government agency securities of $128.2 million were reclassified as Level 2 rather than Level 1 as originally classified due to significant other observable inputs other than quoted prices for identical assets in active markets. Other securities of $22.9 million were reclassified as Level 1 rather than Level 2 as originally classified due to the availability of quoted prices in active markets of the holdings.

The methods and assumptions used to estimate the fair value of each class of financial instruments for which it was practicable to estimate that value are explained below:
Cash and cash equivalents - The carrying amounts of cash and cash equivalents approximate fair value due to the short-term nature of these instruments (Level 1).
Securities - The fair value of securities, consisting of securities available for sale, is generally obtained from market bids for similar or identical securities, from independent securities brokers or dealers, or from other model-based valuation techniques described above (Levels 1, 2 and 3).
Loans receivable, net of allowance for loan losses - Loans receivable include Non-PCI loans, PCI loans and Non-PCI impaired loans. The fair value of Non-PCI loans receivable is estimated based on the discounted cash flow approach. The discount rate was derived from the associated yield curve plus spreads and reflects the offering rates offered by the Bank for loans with similar financial characteristics. Yield curves are constructed by product type using the Bank’s loan pricing model for like-quality credits. The discount rates used in the Bank’s 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 (Level 3).
The fair value of PCI loans receivable was estimated based on discounted expected cash flows. Increases in expected cash flows and improvements in the timing of cash flows over those previously estimated increase the amount of accretable yield and are recognized as an increase in yield and interest income prospectively. Decreases in the amount and delays in the timing of expected cash flows compared to those previously estimated decrease the amount of accretable yield and usually result in a provision for loan losses and the establishment of an allowance for loan losses (Level 3).

41



The fair value of impaired loans (excluding PCI loans) is estimated based on the net realizable fair value of the collateral or the observable market price of the most recent sale or quoted price from loans held for sale.  The Company does not record loans at fair value on a recurring basis.  Nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on the current appraised value of the collateral (Level 3).

Loans held for sale - Loans held for sale are carried at the lower of aggregate cost or fair market value, as determined based upon quotes, bids or sales contract prices, or as may be assessed based upon the fair value of the collateral which is obtained from recent real estate appraisals (Level 2). Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustment is typically significant and results in Level 3 classification of the inputs for determining fair value.
Accrued interest receivable - The carrying amount of accrued interest receivable approximates its fair value (Level 1).
Servicing assets or servicing liabilities - Servicing assets or servicing liabilities are carried at implied fair value. The fair values of the servicing assets or servicing liabilities are estimated by discounting future cash flows using market-based discount rates and prepayments speeds. The discount rate is based on the current U.S. Treasury yield curve, as published by the Department of the Treasury, plus a spread for the marketplace risk associated with these assets. (Level 3)
FHLB and FRB stock - The carrying amounts of FHLB and FRB stock approximate fair value as such stock may be resold to the issuer at carrying value (Level 2). Subsequent to the issuance of the Company's consolidated financial statements, the Company determined that investments in FHLB and FRB stock of $17.6 million and $12.3 million, respectively, should be classified as Level 2 rather than Level 1 as originally classified as ownership of these investments is restricted to member banks, the securities are non-marketable equity investments and purchases and sales of these securities are at par with the issuer. Accordingly, the Company has revised the classification of these investments from Level 1 to Level 2 in the table of fair value measurements as of December 31, 2014.
Noninterest-bearing deposits - The fair value of noninterest-bearing deposits is the amount payable on demand at the reporting date (Level 2).
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 discounted 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 rate used for fair valuation is based on interest rates currently being offered by the Bank on comparable deposits as to amount and term (Level 3).
Borrowings - Borrowings consist of FHLB advances, subordinated debentures and other borrowings. Discounted cash flows based on current market rates for borrowings with similar remaining maturities are used to estimate the fair value of borrowings (Level 3).
Accrued interest payable - The carrying amount of accrued interest payable approximates its fair value (Level 1).

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 (Level 3).

Note 13 — Share-Based Compensation

Share-Based Compensation Expense

For the three and nine months ended September 30, 2015, share-based compensation expenses were $658,000 and $1.7 million, respectively, and net tax benefits recognized from stock option exercises and restricted stock awards were $229,000 and $567,000, respectively. For the three and nine months ended September 30, 2014, share-based compensation expenses were $695,000 and $1.7 million, respectively, and net tax benefits recognized from stock option exercises and restricted stock awards were $317,000 and $500,000, respectively.

42




Unrecognized Share-Based Compensation Expense

As of September 30, 2015, unrecognized share-based compensation expense was as follows:
 
Unrecognized
Expense
 
Average Expected
Recognition
Period
 
(in thousands)
Stock option awards
$
785

 
1.3 years
Restricted stock awards
2,499

 
1.9 years
Total unrecognized share-based compensation expense
$
3,284

 
1.8 years

The table below provides stock option information for the three months ended September 30, 2015:
 
Number of
Shares
 
Weighted-
Average
Exercise
Price Per
Share
 
Weighted-
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value of
In-the-
Money
Options
 
 
(in thousands, except share and per share data)
 
Options outstanding at beginning of period
553,440

 
$
24.42

 
7.8 years
 
$
1,764

(1) 
Options exercised
(13,311
)
 
$
12.54

 
6.5 years
 

 
Options forfeited
(2,875
)
 
$
12.54

 
7.2 years
 

 
Options expired
(1,375
)
 
$
144.00

 
0.6 years
 

 
Options outstanding at end of period
535,879

 
$
24.47

 
7.6 years
 
$
4,099

(2) 
Options exercisable at end of period
304,251

 
$
29.09

 
7.0 years
 
$
2,511

(2) 
                              
(1) 
Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $24.84 as of June 30, 2015, 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 $25.20 as of September 30, 2015, over the exercise price, multiplied by the number of options.

The table below provides stock option information for the nine months ended September 30, 2015:
 
Number of
Shares
 
Weighted-
Average
Exercise
Price Per
Share
 
Weighted
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value of
In-the-
Money
Options
 
 
(in thousands, except share and per share data)
 
Options outstanding at beginning of period
603,872

 
$
23.78

 
8.3 years
 
$
2,853

(1) 
Options granted
28,000

 
$
23.47

 
9.7 years
 
 
 
Options exercised
(39,766
)
 
$
13.36

 
7.1 years
 
 
 
Options forfeited
(54,502
)
 
$
20.67

 
8.5 years
 
 
 
Options expired
(1,725
)
 
$
144.00

 
0.6 years
 
 
 
Options outstanding at end of period
535,879

 
$
24.47

 
7.6 years
 
$
4,099

(2) 
Options exercisable at end of period
304,251

 
$
29.09

 
7.0 years
 
$
2,511

(2) 
                              
(1) 
Intrinsic value represents the excess of the closing stock price on the last trading day of the period, which was $21.81 as of December 31, 2014, 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 $25.20 as of September 30, 2015, over the exercise price, multiplied by the number of options.


43



There were 13,311 and 687 stock options exercised during the three months ended September 30, 2015 and 2014, respectively and 39,766 and 34,382 stock options exercised during the nine months ended September 30, 2015 and 2014.

Restricted Stock Awards

Restricted stock awards under the Company’s 2007 and 2013 Equity Compensation Plans typically vest over three years, and are subject to forfeiture if employment terminates prior to the lapse of restrictions. Hanmi Financial becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Forfeitures of restricted stock are treated as canceled shares.

The table below provides information for restricted stock awards for the three and nine months ended September 30, 2015:
 
Three Months Ended September 30, 2015
 
Nine Months Ended September 30, 2015
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
Restricted stock at beginning of period
193,255

 
$
19.22

 
173,222

 
$
19.58

Restricted stock granted
2,589

 
$
24.00

 
55,773

 
$
22.50

Restricted stock vested
(41,367
)
 
$
17.58

 
(59,518
)
 
$
19.08

Restricted stock forfeited
(1,350
)
 
$
17.61

 
(16,350
)
 
$
21.49

Restricted stock at end of period
153,127

 
$
20.64

 
153,127

 
$
20.64


Note 14 — Earnings Per Share

Earnings per share (“EPS”) is calculated on both a basic and a diluted basis. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted from the issuance of common stock that then shared in earnings, excluding common shares in treasury.

Unvested restricted stock is excluded from the calculation of weighted-average number of common shares for basic EPS. For diluted EPS, weighted-average number of common shares included the impact of restricted stock under the treasury method. The Company amended all restricted stock agreements as of September 1, 2015 to allow for the payment of non-forfeitable dividends on unvested restricted stock, accordingly, we adopted the two-class method for EPS calculation pursuant to ASC 260-10, Earnings Per Share. Unvested restricted stock containing rights to non-forfeitable dividends are considered participating securities prior to vesting and have been included in the earnings allocation in computing basic and diluted EPS under the two-class method. Basic EPS is computed by dividing net income, net of income allocated to participating securities, by the weighted-average number of common shares. For diluted EPS, weighted-average number of common shares include the diluted effect of stock options.


44



The following table is a reconciliation of the components used to derive basic and diluted EPS for the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
(in thousands, except for share and per share data)
September 30, 2015
 
 
 
Basic EPS
 
 
 
Net income
$
13,959

 
$
38,997

Less: income allocated to unvested restricted shares
78

 
78

Income allocated to common shares
13,881

 
38,919

Weighted-average shares for basic EPS
31,799,573

 
31,774,047

Basic EPS
$
0.44

 
$
1.22

Diluted EPS
 
 
 
Income allocated to common shares
$
13,881

 
$
38,919

Weighted-average shares for diluted EPS
31,909,808

 
31,855,024

Diluted EPS
$
0.44

 
$
1.22


 
Three Months Ended
 
Nine Months Ended

Net Income (Numerator)
 
Weighted-Average Shares (Denominator)
 
Per Share Amount
 
Net Income (Numerator)
 
Weighted-Average Shares (Denominator)
 
Per Share Amount
 
(in thousands, except share and per share data)
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Basic EPS


 
 
 


 


 
 
 


Income from continuing operations, net of tax
$
21,800

 
31,708,581

 
$
0.69

 
$
44,276

 
31,683,288

 
$
1.39

Income from discontinued operations, net of tax

 
31,708,581

 

 
(444
)
 
31,683,288

 
(0.01
)
Basic EPS
$
21,800

 
31,708,581

 
$
0.69

 
$
43,832

 
31,683,288

 
$
1.38

Effect of dilutive securities - options and unvested restricted stock
 
 
292,838

 
 
 
 
 
284,588

 
 
Diluted EPS
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations, net of tax
$
21,800

 
32,001,419

 
$
0.68

 
$
44,276

 
31,967,876

 
$
1.39

Income from discontinued operations, net of tax

 
32,001,419

 

 
(444
)
 
31,967,876

 
(0.01
)
Diluted EPS
$
21,800

 
32,001,419

 
$
0.68

 
$
43,832

 
31,967,876

 
$
1.38


For the three and nine months ended September 30, 2015 stock options totaling 29,000 and 57,000, respectively, were not included in the computation of diluted EPS. For the three and nine months ended September 30, 2014, stock options totaling 136,850 and 86,850, respectively, were not included in the computation of diluted EPS.

Note 15 — Off-Balance Sheet Commitments

The Bank is 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 similar to the risk involved with on-balance sheet items recognized in the Consolidated Balance Sheets.

The Bank’s exposure to loan 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 customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, was based on management’s credit evaluation of the counterparty.


45



Collateral held varies but may include accounts receivable, inventory, premises and equipment, and income-producing or borrower-occupied properties. The following table shows the distribution of undisbursed loan commitments as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
(in thousands)
Commitments to extend credit
$
314,317

 
$
309,584

Standby letters of credit
5,603

 
8,982

Commercial letters of credit
3,949

 
7,046

Total undisbursed loan commitments
$
323,869

 
$
325,612


Note 16 — Liquidity

Hanmi Financial

Management believes that Hanmi Financial, on a stand-alone basis, has adequate liquid assets to meet its operating cash needs through September 30, 2016.

Hanmi Bank

The principal objective of our liquidity management program is to maintain the Bank’s ability to meet the day-to-day cash flow requirements of our customers who either wish to withdraw funds or to draw upon credit facilities to meet their cash needs. Management believes that the Bank, on a stand-alone basis, has adequate liquid assets to meet its current obligations. The Bank’s primary funding source will continue to be deposits originating from its branch platform. The Bank’s wholesale funds historically consisted of FHLB advances and brokered deposits. As of September 30, 2015, the Bank had $99,000 of brokered deposits assumed in the CBI acquisition.

We monitor the sources and uses of funds on a regular basis to maintain an acceptable liquidity position. The Bank’s primary source of borrowings is the FHLB, from which the Bank is eligible to borrow up to 30 percent of its assets. As of September 30, 2015, the total borrowing capacity available based on pledged collateral and the remaining available borrowing capacity were $501.1 million and $351.1 million, respectively, compared to $649.5 million and $499.5 million, respectively, as of December 31, 2014. The Bank’s FHLB borrowings as of September 30, 2015 and December 31, 2014 remained the same at $150.0 million , which represented 3.56 percent and 3.54 percent of assets as of September 30, 2015 and December 31, 2014, 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 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 $35.9 million from the Federal Reserve Discount Window, to which the Bank pledged loans with a carrying value of $49.9 million, and had no borrowings as of September 30, 2015. The Bank has a line of credit with Raymond James & Associates, Inc. for repurchase agreements up to $100.0 million. The Bank established unsecured federal funds lines of credit totaling $95.0 million from three financial institutions to support short-term liquidity.

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.


46



Note 17 — Segment Reporting

Through our branch network and lending units, we provide a broad range of financial services to individuals and companies. These services include demand, time and savings deposits; and real estate, commercial and industrial 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 18 — 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 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, or would be required to be recognized in the Consolidated Financial Statements (Unaudited) as of September 30, 2015.

47



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

The following is management’s discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the three and nine months ended September 30, 2015. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report on Form 10-K”) 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 September 30, 2015 (this “Report”).

Forward-Looking Statements

Some of the statements under “Item 2. Management’s 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 and availability, developments regarding our capital plans, plans and objectives of management for future operations, strategic alternatives for a possible business combination, merger or sale transactions, 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 factors include the following: failure to maintain adequate levels of capital and liquidity to support our operations; the effect of potential future supervisory action against us or Hanmi Bank; general economic and business conditions internationally, nationally and in those areas in which we operate, including, but not limited to, California, Illinois and Texas; volatility and deterioration in the credit and equity markets; changes in consumer spending, borrowing and savings habits; availability of capital from private and government sources; demographic changes; competition for loans and deposits and failure to attract or retain loans and deposits; fluctuations in interest rates and a decline in the level of our interest rate spread; risks of natural disasters related to our real estate portfolio; risks associated with Small Business Administration loans; failure to attract or retain key employees; changes in governmental regulation; enforcement actions against us and litigation we may become a party to; ability of Hanmi Bank to make distributions to Hanmi Financial, which is restricted by certain factors, including Hanmi Bank's retained earnings, net income, prior distributions made, and certain other financial tests; ability to successfully and efficiently integrate the operations of banks and other institutions we acquire; adequacy of our allowance for loan losses; credit quality and the effect of credit quality on our provision for loan losses and allowance for loan losses; changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and other terms of credit agreements; our ability to control expenses; and changes in securities markets. In addition, 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Also see “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Interest Rate Risk Management” and “Capital Resources and Liquidity” in our 2014 Annual Report on Form 10-K, as well as other factors we identify from time to time in our periodic reports, including our Quarterly Reports on Form 10-Q, 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. In addition to our significant accounting policies described in the Notes to Consolidated Financial Statements in our 2014 Annual Report on Form 10-K, during the third quarter of 2014, we applied ASC 805, Business Combinations, and ASC 310‑30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, due to the acquisition of CBI. See Note 2 -Acquisition and Note 6 - Loans for accounting policies regarding purchased loans.

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. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our 2014 Annual Report on Form 10-K. We use estimates and assumptions based

48



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 Financial’s Board of Directors.

Selected Financial Data

The following table sets forth certain selected financial data for the periods indicated:
 
As of or For the
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except share and per share data)
Summary balance sheets:
 
 
 
 
 
 
 
Cash and due from banks
$
235,342

 
$
197,016

 
$
235,342

 
$
197,016

Securities
669,340

 
1,128,624

 
669,340

 
1,128,624

Loans receivable (1)
2,998,712

 
2,632,283

 
2,998,712

 
2,632,283

Assets
4,214,241

 
4,240,835

 
4,214,241

 
4,240,835

Deposits
3,518,694

 
3,598,154

 
3,518,694

 
3,598,154

Liabilities
3,728,792

 
3,797,129

 
3,728,792

 
3,797,129

Stockholders’ equity
485,449

 
443,706

 
485,449

 
443,706

Tangible equity
483,654

 
441,527

 
483,654

 
441,527

Average loans receivable
2,895,336

 
2,499,951

 
2,851,895

 
2,352,535

Average securities
721,472

 
721,198

 
834,862

 
576,799

Average FRB and FHLB stock
29,916

 
28,368

 
29,903

 
26,972

Average interest-bearing deposits in other banks
109,016

 
67,839

 
84,397

 
43,169

Average interest-earning assets
3,755,740

 
3,317,356

 
3,801,057

 
2,999,479

Average assets
4,021,642

 
3,522,234

 
4,074,537

 
3,167,514

Average deposits
3,484,648

 
2,884,535

 
3,498,393

 
2,635,780

Average borrowings
20,556

 
117,111

 
64,108

 
71,262

Average interest-bearing liabilities
2,433,718

 
2,075,363

 
2,513,859

 
1,850,470

Average stockholders’ equity
479,478

 
433,164

 
471,218

 
434,800

Average tangible equity
477,620

 
432,638

 
469,267

 
434,243

Per share data:
 
 
 
 
 
 
 
Earnings per share – basic (2)
$
0.44

 
$
0.69

 
$
1.22

 
$
1.39

Earnings per share – diluted (2)
$
0.44

 
$
0.68

 
$
1.22

 
$
1.39

Book value per share (3)
$
15.18

 
$
13.91

 
$
15.18

 
$
13.91

Tangible book value per share (4)
$
15.12

 
$
13.84

 
$
15.12

 
$
13.84

Cash dividends per share
$
0.11

 
$
0.07

 
$
0.33

 
$
0.21

Common shares outstanding
31,977,207

 
31,894,429

 
31,977,207

 
31,894,429

Performance ratios:
 
 
 
 
 
 
 
Return on average assets (5) (6)
1.38
%
 
2.46
%
 
1.28
 %
 
1.87
 %
Return on average stockholders’ equity (5) (7)
11.55
%
 
19.97
%
 
11.06
 %
 
13.61
 %
Return on average tangible equity (5) (8)
11.60
%
 
19.99
%
 
11.11
 %
 
13.63
 %
Net interest spread (9)
3.57
%
 
3.47
%
 
3.67
 %
 
3.53
 %
Net interest spread excluding acquisition accounting (9)
3.17
%
 
3.32
%
 
3.12
 %
 
3.47
 %
Net interest margin (10)
3.80
%
 
3.72
%
 
3.89
 %
 
3.80
 %
Net interest margin excluding acquisition accounting (10)
3.48
%
 
3.60
%
 
3.40
 %
 
3.77
 %
Efficiency ratio (11)
57.97
%
 
48.35
%
 
59.65
 %
 
52.05
 %
Efficiency ratio excluding merger and integration costs (11)
57.97
%
 
41.87
%
 
58.46
 %
 
49.04
 %
Dividend payout ratio (12)
25.20
%
 
10.18
%
 
27.04
 %
 
15.14
 %

49



Average stockholders’ equity to average assets
11.92
%
 
12.30
%
 
11.56
 %
 
13.73
 %
Capital ratios (16):
 
 
 
 
 
 
 
Total risk-based capital:
 
 
 
 
 
 
 
Hanmi Financial
14.75
%
 
16.33
%
 
14.75
 %
 
16.33
 %
Hanmi Bank
14.69
%
 
16.28
%
 
14.69
 %
 
16.28
 %
Tier 1 risk-based capital:
 
 
 
 
 
 
 
Hanmi Financial
13.49
%
 
15.08
%
 
13.49
 %
 
15.08
 %
Hanmi Bank
13.43
%
 
15.00
%
 
13.43
 %
 
15.00
 %
Common equity Tier 1 capital:
 
 
 
 
 
 
 
Hanmi Financial
13.49
%
 

 
13.49
 %
 

Hanmi Bank
13.43
%
 

 
13.43
 %
 

Tier 1 leverage:
 
 
 
 
 
 
 
Hanmi Financial
11.19
%
 
12.80
%
 
11.19
 %
 
12.80
 %
Hanmi Bank
11.14
%
 
12.81
%
 
11.14
 %
 
12.81
 %
Asset quality ratios:
 
 
 
 
 
 
 
Nonperforming Non-PCI loans to loans (13)
0.79
%
 
0.92
%
 
0.79
 %
 
0.92
 %
Nonperforming assets to assets (13) (14)
0.88
%
 
1.10
%
 
0.88
 %
 
1.10
 %
Nonperforming Non-PCI loans to allowance for loan losses (13) (15)
55.40
%
 
46.93
%
 
55.40
 %
 
46.93
 %
Net loan charge-offs (recoveries) to average loans
0.10
%
 
0.12
%
 
(0.07
)%
 
(0.06
)%
Allowance for loan losses to loans
1.52
%
 
1.91
%
 
1.52
 %
 
1.91
 %
Allowance for loan losses to non-performing Non-PCI loans (13) (15)
180.52
%
 
213.09
%
 
180.52
 %
 
213.09
 %
Acquired loans:
 
 
 
 
 
 
 
PCI loans, net
$
25,145

 
$
67,024

 
$
25,145

 
$
67,024

Allowance for loan losses on PCI loans
$
3,138

 
$

 
$
3,138

 
$

Non-PCI loans, net
$
179,695

 
$
215,894

 
$
179,695

 
$
215,894

Unamortized acquisition discounts on Non-PCI loans
$
14,414

 
$
21,423

 
$
14,414

 
$
21,423

 
(1) 
Loans receivable, net of allowance for loan losses
(2) 
Calculation based on net income from continuing operations
(3) 
Stockholders’ equity divided by common shares outstanding
(4) 
Tangible equity divided by common shares outstanding
(5) 
Calculation based on annualized net income
(6) 
Net income divided by average assets
(7) 
Net income divided by average stockholders’ equity
(8) 
Net income divided by average tangible equity
(9) 
Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities
(10) 
Net interest income before provision for loan losses divided by average interest-earning assets
(11) 
Noninterest expenses divided by the sum of net interest income before provision for loan losses and noninterest income
(12) 
Dividend declared per share divided by basic earnings per share
(13) 
Excludes PCI loans
(14) 
Nonperforming assets consist of nonperforming loans (see footnote (13) above) and OREO.
(15) 
Excludes allowance for loan losses allocated to PCI loans
(16) 
Basel III rules became effective January 1, 2015, with transitional provisions, and all prior period data is based on Basel I rules.
Non-GAAP Financial Measures
Tangible Stockholders’ Equity to Tangible Assets Ratio

Tangible stockholders' equity to tangible assets ratio is supplemental financial information determined by a method other than in accordance with U.S. generally accepted accounting principles (“GAAP”). This non-GAAP measure is used by management in analyzing Hanmi Financial’s capital strength. Tangible equity is calculated by subtracting goodwill and other intangible assets from stockholders’ equity. Banking and financial institution regulators also exclude goodwill and other intangible assets from stockholders’ equity when assessing the capital adequacy of a financial institution. Management believes the presentation of this financial measure excluding the impact of these items provides useful supplemental information that is essential to a proper understanding of the capital strength of Hanmi Financial. 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.


50



The following table reconciles this non-GAAP performance measure to the GAAP performance measure as of the dates indicated:
 
September 30,
 
2015
 
2014
 
(in thousands, except share and per share data)
Assets
$
4,214,241

 
$
4,240,835

Less other intangible assets
(1,795
)
 
(2,179
)
Tangible assets
$
4,212,446

 
$
4,238,656

Stockholders’ equity
$
485,449

 
$
443,706

Less other intangible assets
(1,795
)
 
(2,179
)
Tangible stockholders' equity
$
483,654

 
$
441,527

Book value per share
$
15.18

 
$
13.91

Effect of other intangible assets
(0.06
)
 
(0.07
)
Tangible book value per share
$
15.12

 
$
13.84


Net Income Adjusted for the After-Tax Bargain Purchase Gain and Merger and Integration Costs
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
(in thousands)
 
 
Pre-tax income
$
24,528

 
$
27,168

 
$
66,719

 
$
64,354

Less: after-tax bargain purchase gain

 
14,577

 

 
14,577

Add: pre-tax merger and integration costs

 
3,415

 
1,747

 
3,572

Adjusted pre-tax income
24,528

 
16,006

 
68,466

 
53,349

Adjusted income tax expense
10,569

 
6,824

 
28,448

 
21,519

Adjusted net income
$
13,959

 
$
9,182

 
$
40,018

 
$
31,830


Executive Overview

For the three months ended September 30, 2015, we recognized net income of $14.0 million, or $0.44 per diluted share, compared to net income of $21.8 million, or $0.68 per diluted share, for the same period of 2014. For the nine months ended September 30, 2015, we recognized net income of $39.0 million, or $1.22 per diluted share, compared to net income of $43.8 million, or $1.38 per diluted share, for the same period of 2014. Financial highlights include:

Net interest margin for the third quarter of 2015 improved to 3.80 percent, an increase of 8 basis points, from 3.72 percent for the same quarter of 2014.
Loans receivable in the third quarter of 2015, before the allowance for loan losses, increased $168.2 million, or 13.5 percent, to $3.04 billion from $2.68 billion in the same quarter of 2014.
Noninterest-bearing deposits in the third quarter of 2015 increased $85.3 million, or 8.3 percent, to $1.11 billion from $1.03 billion in the same quarter of 2014.
Asset quality in the third quarter of 2015 improved with non-performing assets of $37.2 million, 0.88 percent of total assets, compared to $46.7 million, 1.10 percent of total asset, in the same period of 2014. Negative provision for loan losses of $3.7 million and $7.8 million were recorded for the three months and nine months ended September 30, 2015, respectively.
New loan production for the third quarter of 2015, excluding loan purchases of $36.2 million, totaled $306.0 million, up 80.3 percent, compared to $169.8 million in the same quarter of 2014.
A cash dividend of $0.11 per share for the third quarter of 2015 was paid on October 15, 2015.

Results of Operations

CBI Acquisition’s Impact on Earnings Performance


51



The comparability of financial information is affected by our acquisition of CBI on August 31, 2014 ($1.27 billion in assets). The transaction has been accounted for using the acquisition method of accounting and, accordingly, the related operating results have been included in the consolidated financial statements from the respective acquisition date. See Note 2 - Acquisition.

Net Interest Income

Our primary source of revenue is net interest income, which is the difference between interest and fees derived from earning assets, and interest paid on liabilities obtained to fund those assets. Our net interest income is affected by changes in the level and mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes. Net interest income is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes. Interest rates charged on loans are affected principally by changes to interest rates, the demand for such loans, the supply of money available for lending purposes, and other competitive factors. Those factors are, in turn, affected by general economic conditions and other factors beyond our control, such as federal economic policies, the general supply of money in the economy, legislative tax policies, governmental budgetary matters, and the actions of the Federal Reserve.


52



The following table shows the average balances of assets, liabilities and stockholders’ equity; the amount of interest income, on a tax-equivalent basis, 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
 
September 30, 2015
 
September 30, 2014
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
(in thousands)
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable (1)
$
2,895,336

 
$
36,466

 
5.00
%
 
$
2,499,951

 
$
30,912

 
4.91
%
Securities
721,472

 
2,884

 
1.60
%
 
721,198

 
3,158

 
1.75
%
FRB and FHLB stock
29,916

 
607

 
8.12
%
 
28,368

 
463

 
6.53
%
Interest-bearing deposits in other banks
109,016

 
68

 
0.25
%
 
67,839

 
29

 
0.17
%
Total interest-earning assets
3,755,740

 
40,025

 
4.23
%
 
3,317,356

 
34,562

 
4.13
%
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
89,241

 
 
 
 
 
73,935

 
 
 
 
Allowance for loan losses
(50,416
)
 
 
 
 
 
(58,390
)
 
 
 
 
Other assets
227,077

 
 
 
 
 
189,333

 
 
 
 
Total noninterest-earning assets
265,902

 
 
 
 
 
204,878

 
 
 
 
Total assets
$
4,021,642

 
 
 
 
 
$
3,522,234

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand: interest-bearing
$
91,111

 
$
31

 
0.13
%
 
$
72,455

 
$
25

 
0.14
%
Money market and savings
860,595

 
1,112

 
0.51
%
 
692,759

 
1,126

 
0.64
%
Time deposits
1,461,456

 
2,738

 
0.74
%
 
1,193,038

 
2,127

 
0.71
%
FHLB advances
1,902

 
1

 
0.21
%
 
105,667

 
37

 
0.14
%
Rescinded stock obligation
15

 

 

 
5,219

 
87

 
6.61
%
Subordinated debentures
18,639

 
158

 
3.36
%
 
6,225

 
73

 
4.65
%
Total interest-bearing liabilities
2,433,718

 
4,040

 
0.66
%
 
2,075,363

 
3,475

 
0.66
%
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits: noninterest-bearing
1,071,486

 
 
 
 
 
926,283

 
 
 
 
Other liabilities
36,960

 
 
 
 
 
87,424

 
 
 
 
Total noninterest-bearing liabilities
1,108,446

 
 
 
 
 
1,013,707

 
 
 
 
Total liabilities
3,542,164

 
 
 
 
 
3,089,070

 
 
 
 
Stockholders’ equity
479,478

 
 
 
 
 
433,164

 
 
 
 
Total liabilities and stockholders’ equity
$
4,021,642

 
 
 
 
 
$
3,522,234

 
 
 
 
Net interest income
 
 
$
35,985

 
 
 
 
 
$
31,087

 
 
Cost of deposits (2)
 
 
 
 
0.44
%
 
 
 
 
 
0.45
%
Net interest spread (3)
 
 
 
 
3.57
%
 
 
 
 
 
3.47
%
Net interest margin (4)
 
 
 
 
3.80
%
 
 
 
 
 
3.72
%
 
(1) 
Loans include LHFS and exclude the allowance for loan losses. Nonaccrual loans are included in the average loan balance.
(2) 
Represents interest expense on deposits as a percentage of all interest-bearing and noninterest-bearing deposits.
(3) 
Represents the average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
(4) 
Represents net interest income as a percentage of average interest-earning assets.
Excluding the effects of acquisition accounting adjustments, the net interest margin was 3.48 percent and 3.60 percent for the three months ended September 30, 2015 and the same period in 2014, respectively. The impact of acquisition accounting adjustments on core loan yield and net interest margin are summarized in the following table:

53



 
Three Months Ended
 
September 30, 2015
 
September 30, 2014
 
Amount
 
Rate
 
Amount
 
Rate
 
(in thousands)
Core loan interest income and yield
$
34,743

 
4.76
%
 
$
30,554

 
4.85
%
Accretion of discount on purchased loans
1,723

 
0.24
%
 
358

 
0.06
%
As reported
$
36,466

 
5.00
%
 
$
30,912

 
4.91
%
 
 
 
 
 
 
 
 
Net interest income and net interest margin excluding acquisition accounting
$
32,930

 
3.48
%
 
$
30,174

 
3.60
%
Accretion of discount on Non-PCI loans
1,209

 
0.13
%
 
67

 
0.01
%
Accretion of discount on PCI loans
514

 
0.05
%
 
291

 
0.04
%
Accretion of time deposits premium
1,378

 
0.14
%
 
591

 
0.07
%
Amortization of subordinated debentures discount
(46
)
 

 
(36
)
 

Net impact
3,055

 
0.32
%
 
913

 
0.12
%
As reported
$
35,985

 
3.80
%
 
$
31,087

 
3.72
%

The table below shows changes in interest income and interest expense and the amounts attributable to variations in interest rates and volumes for the periods indicated. The variances attributable to simultaneous volume and rate changes have been allocated to the change due to volume and the change due to rate categories in proportion to the relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.
 
 Three Months Ended
 
September 30, 2015 vs. September 30, 2014
 
Increases (Decreases) Due to Change In
 
Volume
 
Rate
 
Total
 
(in thousands)
Interest and dividend income:
 
 
 
 
 
Loans receivable
$
4,977

 
$
577

 
$
5,554

Securities
1

 
(275
)
 
(274
)
FRB and FHLB stock
26

 
118

 
144

Interest-bearing deposits in other banks
22

 
17

 
39

Total interest and dividend income
$
5,026

 
$
437

 
$
5,463

Interest expense:
 
 
 
 
 
Demand: interest-bearing
$
8

 
$
(2
)
 
$
6

Money market and savings
237

 
(251
)
 
(14
)
Time deposits
514

 
97

 
611

FHLB advances
(48
)
 
12

 
(36
)
Rescinded stock obligation
(43
)
 
(44
)
 
(87
)
Subordinated debentures
110

 
(25
)
 
85

Total interest expense
$
778

 
$
(213
)
 
$
565

Change in net interest income
$
4,248

 
$
650

 
$
4,898


Interest income increased $5.5 million, or 15.8 percent, to $40.0 million for the three months ended September 30, 2015 from $34.6 million for the same period in 2014. Interest expense increased $565,000, or 16.3 percent, to $4.0 million for the three months ended September 30, 2015 from $3.5 million for the same period in 2014. For the three months ended September 30, 2015 and 2014, net interest income before provision for loan losses was $36.0 million and $31.1 million, respectively. The increase in net interest income before provision for loan losses was primarily attributable to growth in average loan balances acquired in the CBI acquisition, offset by increase in time deposits assumed in the CBI acquisition. The net interest spread and net interest margin for the three months ended September 30, 2015 were 3.57 percent and 3.80 percent, respectively, compared to 3.47 percent and 3.72 percent, respectively, for the same period in 2014.


54



Average loans increased $395.4 million, or 15.8 percent, to $2.90 billion for the three months ended September 30, 2015 from $2.50 billion for the same period in 2014. Average securities increased $274,000, or 0.01 percent, to $721.5 million for the three months ended September 30, 2015 from $721.2 million for the same period in 2014. Average interest-earning assets increased $438.40 million, or 13.2 percent, to $3.76 billion for the three months ended September 30, 2015 from $3.32 billion for the same period in 2014. The increase in average interest-earning assets was due mainly to loans and securities acquired in the CBI acquisition. Average interest-bearing liabilities increased $358.4 million to $2.43 billion for the three months ended September 30, 2015, compared to $2.08 billion for the same period in 2014. The increase in average interest-bearing liabilities resulted primarily from deposit assumed in the CBI acquisition, partially offset by reduction of high-cost time deposits.

The average yield on loans increased to 5.00 percent for the three months ended September 30, 2015 from 4.91 percent for the same period in 2014, primarily due to a 18 basis point increase in discount accretion on purchased loans. The average yield on securities decreased to 1.60 percent for the three months ended September 30, 2015 from 1.75 percent for the same period in 2014, attributable primarily to increases in lower yielding securities acquired in the CBI acquisition. The average yield on interest-earning assets increased 10 basis points to 4.23 percent for the three months ended September 30, 2015 from 4.13 percent for the same period in 2014, due mainly to the increased yield related to discount accretion on loans acquired in the CBI acquisition. The average cost on interest-bearing liabilities remained the same at 0.66 percent for the three months ended September 30, 2015 and the same period in 2014.


55



The following table shows the average balances of assets, liabilities and stockholders’ equity; the amount of interest income, on a tax-equivalent basis, 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.
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
(in thousands)
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable
$
2,851,895

 
$
110,415

 
5.18
%
 
$
2,352,535

 
$
85,764

 
4.87
%
Securities
834,862

 
9,737

 
1.56
%
 
576,799

 
8,166

 
1.89
%
FRB and FHLB stock
29,903

 
2,205

 
9.83
%
 
26,972

 
1,275

 
6.30
%
Federal funds sold

 

 

 
4

 

 

Interest-bearing deposits in other banks
84,397

 
156

 
0.25
%
 
43,169

 
67

 
0.21
%
Total interest-earning assets
3,801,057

 
122,513

 
4.31
%
 
2,999,479

 
95,272

 
4.25
%
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
88,313

 
 
 
 
 
73,964

 
 
 
 
Allowance for loan losses
(52,287
)
 
 
 
 
 
(58,031
)
 
 
 
 
Other assets
237,454

 
 
 
 
 
152,102

 
 
 
 
Total noninterest-earning assets
273,480

 
 
 
 
 
168,035

 
 
 
 
Total assets
$
4,074,537

 
 
 
 
 
$
3,167,514

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand: interest-bearing
$
89,286

 
$
89

 
0.13
%
 
$
65,491

 
$
68

 
0.14
%
Money market and savings
834,418

 
3,087

 
0.49
%
 
655,032

 
3,385

 
0.69
%
Time deposits
1,526,047

 
8,287

 
0.73
%
 
1,058,685

 
6,200

 
0.78
%
FHLB advances
45,311

 
61

 
0.18
%
 
67,405

 
116

 
0.23
%
Rescinded stock obligation
199

 

 

 
1,785

 
87

 
6.52
%
Subordinated debentures
18,598

 
454

 
3.26
%
 
2,072

 
73

 
4.71
%
Total interest-bearing liabilities
2,513,859

 
11,978

 
0.64
%
 
1,850,470

 
9,929

 
0.72
%
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits: noninterest-bearing
1,048,642

 
 
 
 
 
856,572

 
 
 
 
Other liabilities
40,818

 
 
 
 
 
25,672

 
 
 
 
Total noninterest-bearing liabilities
1,089,460

 
 
 
 
 
882,244

 
 
 
 
Total liabilities
3,603,319

 
 
 
 
 
2,732,714

 
 
 
 
Stockholders’ equity
471,218

 
 
 
 
 
434,800

 
 
 
 
Total liabilities and stockholders’ equity
$
4,074,537

 
 
 
 
 
$
3,167,514

 
 
 
 
Net interest income
 
 
$
110,535

 
 
 
 
 
$
85,343

 
 
Cost of deposits (2)
 
 
 
 
0.44
%
 
 
 
 
 
0.49
%
Net interest spread (3)
 
 
 
 
3.67
%
 
 
 
 
 
3.53
%
Net interest margin (4)
 
 
 
 
3.89
%
 
 
 
 
 
3.80
%
 
(1) 
Loans includes LHFS and excludes the allowance for loan losses. Nonaccrual loans are included in the average loan balance.
(2) 
Represents interest expense on deposits as a percentage of all interest-bearing and noninterest-bearing deposits.
(3) 
Represents the average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
(4) 
Represents net interest income as a percentage of average interest-earning assets.
Excluding the effects of acquisition accounting adjustments, the net interest margin was 3.40 percent and 3.77 percent for the nine months ended September 30, 2015 and the same period in 2014, respectively. The impact of acquisition accounting adjustments on core loan yield and net interest margin are summarized in the following table:

56



 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
Amount
 
Rate
 
Amount
 
Rate
 
(in thousands)
Core loan interest income and yield
$
101,265

 
4.75
%
 
$
85,406

 
4.85
%
Accretion of discount on purchased loans
9,150

 
0.43
%
 
358

 
0.02
%
As reported
$
110,415

 
5.18
%
 
$
85,764

 
4.87
%
 
 
 
 
 
 
 
 
Net interest income and net interest margin excluding acquisition accounting
$
97,022

 
3.40
%
 
$
84,430

 
3.77
%
Accretion of discount on Non-PCI loans
7,326

 
0.26
%
 
67

 

Accretion of discount on PCI loans
1,824

 
0.07
%
 
291

 
0.01
%
Accretion of time deposits premium
4,488

 
0.16
%
 
591

 
0.02
%
Amortization of subordinated debentures discount
(125
)
 

 
(36
)
 

Net impact
13,513

 
0.49
%
 
913

 
0.03
%
As reported
$
110,535

 
3.89
%
 
$
85,343

 
3.80
%

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.
 
 Nine Months Ended
 
September 30, 2015 vs. September 30, 2014
 
Increases (Decreases) Due to Change In
 
Volume
 
Rate
 
Total
 
(in thousands)
Interest and dividend income:
 
 
 
 
 
Loans receivable
$
18,964

 
$
5,687

 
$
24,651

Securities
2,488

 
(917
)
 
1,571

FRB and FHLB stock
152

 
778

 
930

Interest-bearing deposits in other banks
74

 
15

 
89

Total interest and dividend income
$
21,678

 
$
5,563

 
$
27,241

Interest expense:
 
 
 
 
 
Demand: interest-bearing
$
20

 
$
1

 
$
21

Money market and savings
173

 
(471
)
 
(298
)
Time deposits
2,053

 
34

 
2,087

FHLB advances
(33
)
 
(22
)
 
(55
)
Rescinded stock obligation
(41
)
 
(46
)
 
(87
)
Subordinated debentures
381

 

 
381

Total interest expense
$
2,553

 
$
(504
)
 
$
2,049

Change in net interest income
$
19,125

 
$
6,067

 
$
25,192


Interest income increased $27.2 million, or 28.6 percent, to $122.5 million for the nine months ended September 30, 2015 from $95.3 million for the same period in 2014. Interest expense increased $2.0 million, or 20.6 percent, to $12.0 million for the nine months ended September 30, 2015 from $9.9 million for the same period in 2014. For the nine months ended September 30, 2015 and 2014, net interest income before provision for loan losses was $110.5 million and $85.3 million, respectively. The increase in net interest income before provision for loan losses was primarily attributable to growth in average loan balances and securities acquired in the CBI acquisition, partially offset by increase in time deposits assumed in the CBI acquisition. The net interest spread and net interest margin for the nine months ended September 30, 2015 were 3.67 percent and 3.89 percent, respectively, compared to 3.53 percent and 3.80 percent, respectively, for the same period in 2014.


57



Average loans increased $499.4 million, or 21.2 percent, to $2.85 billion for the nine months ended September 30, 2015 from $2.35 billion for the same period in 2014. Average securities increased $258.1 million, or 44.7 percent, to $834.9 million for the nine months ended September 30, 2015 from $576.8 million for the same period in 2014. Average interest-earning assets increased $801.6 million, or 26.7 percent, to $3.80 billion for the nine months ended September 30, 2015 from $3.00 billion for the same period in 2014. The increase in average interest-earning assets was due mainly to loans and securities acquired in the CBI acquisition. Average interest-bearing liabilities increased $663.4 million to $2.51 billion for the nine months ended September 30, 2015, compared to $1.85 billion for the same period in 2014. The increase in average interest-bearing liabilities resulted primarily from deposits assumed in the CBI acquisition, partially offset by reduction of high-cost time deposits.

The average yield on loans increased to 5.18 percent for the nine months ended September 30, 2015 from 4.87 percent for the same period in 2014, primarily due to a 43 basis point increase in discount accretion on purchased loans. The average yield on securities decreased to 1.56 percent for the nine months ended September 30, 2015 from 1.89 percent for the same period in 2014, attributable primarily to increases in lower yielding securities acquired in the CBI acquisition. The average yield on interest-earning assets increased 6 basis points to 4.31 percent for the nine months ended September 30, 2015 from 4.25 percent for the same period in 2014, due mainly to the increased yield related to discount accretion on loans acquired in the CBI acquisition. The average cost on interest-bearing liabilities decreased 8 basis points to 0.64 percent for the nine months ended September 30, 2015 from 0.72 percent for the same period in 2014, due primarily to $4.5 million amortization of time deposit premiums acquired in the CBI acquisition.

Provision for Loan Losses

In anticipation of credit risks inherent in our lending business, we set aside an allowance for loan losses through charges to earnings. These charges are made not only for our outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credit, or letters of credit. The charges made for our outstanding loan portfolio are recorded to the allowance for loan losses, whereas charges for off-balance sheet items are recorded to the reserve for off-balance sheet items, and are presented as a component of other liabilities.

Allowance for loan losses decreased $4.8 million, or 9.4 percent, to $46.4 million as of September 30, 2015, compared to $51.2 million as of September 30, 2014. The decrease in allowance for loan losses as of September 30, 2015 compared to September 30, 2014 was due primarily to improvements in historical loss rates, lower impairment reserves on Non-PCI loans and improved qualitative factor trends, partially offset by increases in impairment reserves for PCI loans. Therefore, negative provisions for loan losses of $3.7 million and $7.8 million were recorded for the three and nine months ended September 30, 2015, respectively, compared to a provision for loan losses of $48,000 and a negative provision of $7.5 million for the same periods in 2014. See “Nonperforming Assets” and “Allowance for Loan Losses and Allowance for Off-Balance Sheet Items” for further details.

Noninterest Income

The following table sets forth the various components of noninterest income for the periods indicated:
 
Three Months Ended September 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
Percentage
 
(in thousands)
Bargain purchase gain, net of deferred taxes
$

 
$
14,577

 
$
(14,577
)
 
(100.0
)%
Service charges on deposit accounts
3,378

 
2,883

 
495

 
17.2
 %
Trade finance and other service charges and fees
1,115

 
1,153

 
(38
)
 
(3.3
)%
Gain on sale of SBA loans
1,621

 
1,221

 
400

 
32.8
 %
Net gain on sales of securities
2,048

 
67

 
1,981

 
2,956.7
 %
Disposition gains on PCI loans
4,334

 

 
4,334

 
 %
Other operating income
1,065

 
1,710

 
(645
)
 
(37.7
)%
Total noninterest income
$
13,561

 
$
21,611

 
$
(8,050
)
 
(37.2
)%

For the three months ended September 30, 2015, noninterest income was $13.6 million, a decrease of $8.1 million, or 37.2 percent, compared to $21.6 million for the same period in 2014. The decrease was primarily attributable to decreases in bargain purchase gain and other operating income, partially offset by increases in net gain on sales of securities and disposition

58



gains on PCI loans. For the three months ended September 30, 2014, an after-tax bargain purchase gain of $14.6 million was recorded in conjunction with the acquisition of CBI, compared to no bargain purchase gain recorded for the same period of 2015. Service charges on deposit accounts, which represent 24.9 percent of total noninterest income for the three months ended September 30, 2015, increased $495,000, or 17.2 percent, to $3.4 million, compared to $2.9 million for the same period in 2014, mainly due to the CBI acquisition. Due to a $6.3 million increase in SBA loan sales, gain on sale of SBA loans increased $400,000 to $1.6 million for the three months ended September 30, 2015, compared to $1.2 million for the same period of 2014. Net gain on sales of securities increased $2.0 million to $2.1 million for the three months ended September 30, 2015, compared to $67,000 for the same period in 2014. Disposition gains on PCI loans totaled $4.3 million for the three months ended September 30, 2015, compared to none for the same period in 2014.

The following table sets forth the various components of noninterest income for the periods indicated:
 
Nine Months Ended September 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
Percentage
 
(in thousands)
Bargain purchase gains, net of deferred taxes
$

 
$
14,577

 
$
(14,577
)
 
(100.0
)%
Service charges on deposit accounts
9,758

 
7,924

 
1,834

 
23.1
 %
Trade finance and other service charges and fees
3,491

 
3,341

 
150

 
4.5
 %
Gain on sales of SBA loans
4,878

 
2,267

 
2,611

 
115.2
 %
Net gain on sales of securities
6,144

 
1,852

 
4,292

 
231.7
 %
Disposition gains on PCI loans
8,027

 

 
8,027

 

Other operating income
3,246

 
3,353

 
(107
)
 
(3.2
)%
Total noninterest income
$
35,544

 
$
33,314

 
$
2,230

 
6.7
 %

For the nine months ended September 30, 2015, noninterest income was $35.5 million, an increase of $2.2 million, or 6.7 percent, compared to $33.3 million for the same period in 2014. The increase was primarily attributable to increases in disposition gains on PCI loans, net gain on sales of securities, gain on sales of SBA loans, service charges on deposit account and trade finance and other service charges and fees, partially offset by a $14.6 million decrease in bargain purchase gains. Service charges on deposit accounts, which represent 27.5 percent of total noninterest income for the nine months ended September 30, 2015, increased $1.8 million, or 23.1 percent, to $9.8 million, compared to $7.9 million for the same period in 2014, mainly due to the CBI acquisition. Due to a $32.8 million increase in SBA loan sales, gain on sale of SBA loans increased $2.6 million to $4.9 million for the nine months ended September 30, 2015, compared to $2.3 million for the same period of 2014. Net gain on sales of securities increased $4.3 million to $6.1 million for the nine months ended September 30, 2015, compared to $1.9 million for the same period in 2014. Disposition gains on PCI loans totaled $8.0 million for the nine months ended September 30, 2015, compared to none for the same period in 2014. For the nine months ended September 30, 2014, an after-tax bargain purchase gain of $14.6 million was recorded in conjunction with the acquisition of CBI, compared to no bargain purchase gain recorded for the same period of 2015.


59



Noninterest Expense

The following table sets forth the breakdown of noninterest expense for the periods indicated:
 
Three Months Ended September 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
Percentage
 
(in thousands)
Salaries and employee benefits
$
16,097

 
$
12,847

 
$
3,250

 
25.3
 %
Occupancy and equipment
4,896

 
3,098

 
1,798

 
58.0
 %
Data processing
1,418

 
1,476

 
(58
)
 
-3.9
 %
Professional fees
1,940

 
1,386

 
554

 
40.0
 %
Supplies and communications
880

 
628

 
252

 
40.1
 %
Advertising and promotion
1,290

 
809

 
481

 
59.5
 %
OREO expense
225

 
(741
)
 
966

 
-130.4
 %
Other operating expenses
1,976

 
2,564

 
(588
)
 
-22.9
 %
Merger and integration costs

 
3,415

 
(3,415
)
 
-100.0
 %
Total noninterest expense
$
28,722

 
$
25,482

 
$
3,240

 
12.7
 %

For the three months ended September 30, 2015, noninterest expense was $28.7 million, an increase of $3.2 million or 12.7 percent, compared to $25.5 million for the same period in 2014. The increase was due primarily to the increases in salaries and employee benefits and occupancy and equipment, partially offset by no merger and integration costs. The largest component of noninterest expense for the three months ended September 30, 2015 was salaries and employee benefits, which represented 26.0 percent of total noninterest expense for the three months ended September 30, 2015. Salaries and employee benefits increased $3.3 million, or 25.3 percent, to $16.1 million, compared to $12.8 million for the same period in 2014, due mainly to an increase in the average number of employees added from the CBI acquisition. Occupancy and equipment costs for the three months ended September 30, 2015 increased $1.8 million, or 58.0 percent, to $4.9 million, compared to $3.1 million for the same period in 2014 as a result of the CBI acquisition.

The following table sets forth the breakdown of noninterest expense for the periods indicated:
 
Nine Months Ended September 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
Percentage
 
(in thousands)
Salaries and employee benefits
$
48,023

 
$
33,386

 
$
14,637

 
43.8
 %
Occupancy and equipment
13,423

 
7,964

 
5,459

 
68.5
 %
Data processing
4,885

 
3,746

 
1,139

 
30.4
 %
Professional fees
5,982

 
2,786

 
3,196

 
114.7
 %
Supplies and communications
2,638

 
1,725

 
913

 
52.9
 %
Advertising and promotion
2,859

 
2,142

 
717

 
33.5
 %
OREO expense
629

 
(735
)
 
1,364

 
-185.6
 %
Other operating expenses
6,953

 
7,180

 
(227
)
 
-3.2
 %
Merger and integration costs
1,747

 
3,572

 
(1,825
)
 
-51.1
 %
Total noninterest expense
$
87,139

 
$
61,766

 
$
25,373

 
41.1
 %

For the nine months ended September 30, 2015, noninterest expense was $87.1 million, an increase of $25.4 million or 41.1 percent, compared to $61.8 million for the same period in 2014. The increase was due primarily to the increases in salaries and employee benefits, occupancy and equipment, data processing and professional fees, partially offset by a decrease in merger and integration costs. The largest component of noninterest expense for the nine months ended September 30, 2015 was salaries and employee benefits, which represented 55.1 percent of total noninterest expense for the nine months ended September 30, 2015. Salaries and employee benefits increased $14.6 million, or 43.8 percent, to $48.0 million, compared to $33.4 million for the same period in 2014, due mainly to an increase in the average number of employees added from the CBI acquisition. Occupancy and equipment costs for the nine months ended September 30, 2015 increased $5.5 million, or 68.5

60



percent, to $13.4 million, compared to $8.0 million for the same period in 2014 as a result of the CBI acquisition. Data processing costs for the nine months ended September 30, 2015 increased $1.1 million, or 30.4 percent, to $4.9 million, compared to $3.7 million for the same period in 2014 as a result of the CBI acquisition. For the nine months ended September 30, 2015, professional fees increased $3.2 million, or 114.7 percent, to $6.0 million, compared to $2.8 million for the same period in 2014, due mainly to costs incurred to strengthen infrastructure to meet heightened control standards. For the nine months ended September 30, 2015, merger and integration costs decreased $1.8 million, or 51.1 percent, to $1.7 million, compared to $3.6 million for the same period in 2014.

Income Tax Expense

Income tax expense from continuing operations totaled $10.6 million for the three months ended September 30, 2015, compared to $5.4 million for the same period in 2014. The effective income tax rate was 43.09 percent for the three months ended September 30, 2015, compared to 19.76 percent for the same period in 2014. The effective tax rate for the three months ended September 30, 2014 was 42.63 percent excluding the bargain purchase gain and the merger and integration cost. Income tax expense from continuing operations totaled $27.7 million for the nine months ended September 30, 2015, compared to $20.1 million for the same period in 2014. The effective income tax rate was 41.55 percent for the nine months ended September 30, 2015, compared to 31.20 percent for the same period in 2014. The effective tax rate for the nine months ended September 30, 2014 was 40.34 percent excluding the bargain purchase gain and the merger and integration cost.

61



Financial Condition

Securities

Securities are classified as held to maturity, available for sale, or trading in accordance with GAAP. There were no held to maturity or trading securities as of September 30, 2015 and December 31, 2014. Securities classified as available for sale are stated at fair value. The composition of our securities portfolio reflects our securities strategy of providing a relatively stable source of interest income while maintaining an appropriate level of liquidity. Our securities portfolio also provides a source of liquidity by pledging as collateral or through repurchase agreement and collateral for certain public funds deposits.

As of September 30, 2015, our securities portfolio was composed primarily of mortgage-backed securities, collateralized mortgage obligations and U.S. government agency securities. Most of the securities carried fixed interest rates. Other than holdings of U.S. government agency securities, there were no securities of any one issuer exceeding 10 percent of stockholders’ equity as of September 30, 2015 and December 31, 2014.

The following table summarizes the amortized cost, estimated fair value and unrealized gain (loss) on securities as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Amortized
Cost
 
Estimated
Fair
Value
 
Unrealized
Gain
(Loss)
 
Amortized
Cost
 
Estimated
Fair
Value
 
Unrealized
Gain
(Loss)
 
(in thousands)
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities (1) (2)
$
323,046

 
$
324,504

 
$
1,458

 
$
571,678

 
$
573,286

 
$
1,608

Collateralized mortgage obligations (1)
116,145

 
116,314

 
169

 
188,704

 
188,047

 
(657
)
U.S. government agency securities
57,971

 
57,674

 
(297
)
 
129,857

 
128,207

 
(1,650
)
SBA loan pool securities
68,434

 
68,301

 
(133
)
 
109,983

 
109,447

 
(536
)
Municipal bonds-tax exempt
47,737

 
48,001

 
264

 
4,319

 
4,390

 
71

Municipal bonds-taxable
13,975

 
14,372

 
397

 
16,615

 
16,922

 
307

Corporate bonds
17,019

 
17,005

 
(14
)
 
17,018

 
16,948

 
(70
)
U.S. treasury securities
160

 
162

 
2

 
163

 
163

 

Other securities
22,916

 
23,007

 
91

 
22,916

 
22,893

 
(23
)
Equity securities (3)

 

 

 
450

 
414

 
(36
)
Total securities available for sale
$
667,403

 
$
669,340

 
$
1,937

 
$
1,061,703

 
$
1,060,717

 
$
(986
)
 
(1) 
Collateralized by residential mortgages and guaranteed by U.S. government sponsored entities.
(2) 
A portion of the mortgage-backed securities is comprised of home mortgage-backed securities backed by home equity conversion mortgages.
(3) 
During the second quarter of 2015, of the two equity securities, one was sold and the other was reclassified to other asset.

As of September 30, 2015, securities available for sale decreased 36.9 percent to $669.3 million, compared to $1.06 billion as of December 31, 2014, due mainly to $410.0 million of securities sales during the nine months ended September 30, 2015. As of September 30, 2015, securities available for sale had a net unrealized gain of $1.9 million, comprised of $3.7 million of unrealized gains and $1.8 million of unrealized losses. As of December 31, 2014, securities available for sale had a net unrealized loss of $986,000, comprised of $4.0 million of unrealized gains and $5.0 million of unrealized losses.


62


The following table summarizes the contractual maturity schedule for securities, at amortized cost, and their weighted-average yield as of September 30, 2015:
 
 
 
 
 
After One Year But
 
After Five Years But
 
 
 
 
 
 
 
 
 
Within One Year
 
Within Five Years
 
Within Ten Years
 
After Ten Years
 
Total
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$

 

 
$
38,720

 
1.43
%
 
$
148,788

 
1.90
%
 
$
135,538

 
1.44
%
 
$
323,046

 
1.65
%
Collateralized mortgage obligations
375

 
1.59
%
 
17,537

 
1.12
%
 
67,319

 
1.74
%
 
30,914

 
1.60
%
 
116,145

 
1.61
%
U.S. government agency securities

 

 
6,000

 
1.35
%
 
45,980

 
2.03
%
 
5,991

 
2.32
%
 
57,971

 
1.99
%
SBA loan pool securities

 

 

 

 
32,500

 
1.16
%
 
35,934

 
1.18
%
 
68,434

 
1.17
%
Municipal bonds-tax exempt (1)

 

 
721

 
2.82
%
 
16,547

 
3.29
%
 
30,469

 
4.12
%
 
47,737

 
3.81
%
Municipal bonds-taxable

 

 
2,415

 
3.23
%
 
11,560

 
4.07
%
 

 

 
13,975

 
3.92
%
Corporate bonds
12,000

 
1.17
%
 
5,019

 
0.77
%
 

 

 

 

 
17,019

 
1.05
%
U.S. treasury securities

 

 
160

 
1.20
%
 

 

 

 

 
160

 
1.20
%
Other securities

 

 

 

 

 

 
22,916

 
2.26
%
 
22,916

 
2.26
%
Total securities available for sale
$
12,375

 
1.18
%
 
$
70,572

 
1.38
%
 
$
322,694

 
1.96
%
 
$
261,762

 
1.83
%
 
$
667,403

 
1.83
%
 
(1) 
The yield on municipal bonds has been computed on a federal tax-equivalent basis of 35 percent.

63


Loans
The following table shows the loan composition by type as of the dates indicated:
 
 
 
Acquired CBI
 
Acquired CBI
 
Acquired
 
 
 
Legacy Loans
 
Non-PCI Loans
 
PCI Loans
 
Loans Total
 
Total
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
Retail
$
686,676

 
$
28,493

 
$
7,268

 
$
35,761

 
$
722,437

Hospitality
468,965

 
75,183

 
5,435

 
80,618

 
549,583

Gas station
282,475

 
52,043

 
5,786

 
57,829

 
340,304

Other
882,202

 
15,310

 
5,385

 
20,695

 
902,897

Construction
25,805

 
423

 

 
423

 
26,228

Residential property
194,843

 
2,227

 
1,035

 
3,262

 
198,105

Total real estate loans
2,540,966

 
173,679

 
24,909

 
198,588

 
2,739,554

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial term
118,201

 
3,454

 
193

 
3,647

 
121,848

Commercial lines of credit
125,232

 
1,465

 

 
1,465

 
126,697

International loans
32,239

 

 

 

 
32,239

Total commercial and industrial loans
275,672

 
4,919

 
193

 
5,112

 
280,784

Consumer loans (1)
23,594

 
1,097

 
43

 
1,140

 
24,734

Loans receivable
2,840,232

 
179,695

 
25,145

 
204,840

 
3,045,072

Allowance for loan losses
(43,222
)
 

 
(3,138
)
 
(3,138
)
 
(46,360
)
Loans receivable, net
$
2,797,010

 
$
179,695

 
$
22,007

 
$
201,702

 
$
2,998,712

December 31, 2014
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
Retail
$
642,343

 
$
33,800

 
$
10,343

 
$
44,143

 
$
686,486

Hospitality
364,299

 
90,921

 
12,862

 
103,783

 
468,082

Gas station
294,402

 
68,413

 
7,745

 
76,158

 
370,560

Other
828,280

 
15,182

 
10,680

 
25,862

 
854,142

Construction
8,983

 
549

 

 
549

 
9,532

Residential property
118,784

 
2,340

 
2,499

 
4,839

 
123,623

Total real estate loans
2,257,091

 
211,205

 
44,129

 
255,334

 
2,512,425

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial term
111,319

 
4,415

 
327

 
4,742

 
116,061

Commercial lines of credit
91,534

 
2,052

 

 
2,052

 
93,586

International loans
38,815

 

 

 

 
38,815

Total commercial and industrial loans
241,668

 
6,467

 
327

 
6,794

 
248,462

Consumer loans (1)
26,512

 
1,054

 
45

 
1,099

 
27,611

Loans receivable
2,525,271

 
218,726

 
44,501

 
263,227

 
2,788,498

Allowance for loan losses
(51,640
)
 

 
(1,026
)
 
(1,026
)
 
(52,666
)
Loans receivable, net
$
2,473,631

 
$
218,726

 
$
43,475

 
$
262,201

 
$
2,735,832

 
(1) 
Consumer loans include home equity lines of credit.

As of September 30, 2015 and December 31, 2014, loans receivable, net of allowance for loan losses, totaled $3.00 billion and $2.74 billion, respectively, representing an increase of $262.9 million, or 9.6 percent. Loans receivable before

64


allowance for loans losses increased $256.6 million, or 9.2 percent, to $3.05 billion as of September 30, 2015, from $2.79 billion as of December 31, 2014. The increase was attributable to increases in commercial real estate loans of $147.8 million, construction loans of $16.7 million, residential property loans of $62.6 million and commercial lines of credits of $33.1 million.
 
During the nine months ended September 30, 2015, total loan disbursements comprised of $476.5 million in commercial real estate loans, $72.7 million in commercial and industrial loans, $92.8 million in SBA loans, $88.8 million in purchased residential property loans, $12.0 million in purchased commercial and industrial loans and $7.0 million in consumer loans. The increase was offset by $307.3 million of payoffs and $117.1 million of paydowns and amortization and $65.6 million of transfers to loans held for sale.

Our loan portfolio included the following concentrations of loans to one type of industry that were greater than 10 percent of loans outstanding:
 
Balance as of
September 30, 2015
 
Percentage of Loans
Outstanding
Industry
 
 
(in thousands)
Lessor of nonresidential buildings
$
791,785

 
26.0
%
Hospitality
$
570,128

 
18.7
%
Gas station
$
362,740

 
11.9
%

There was no other concentration of loans to any one type of industry exceeding 10.0 percent of loans outstanding.

Nonperforming Assets

Nonperforming loans (excluding PCI loans) consist of loans on nonaccrual status and loans 90 days or more past due and still accruing interest. Nonperforming assets consist of nonperforming loans and OREO. Non-purchased credit impaired (“Non-PCI”) loans are placed on nonaccrual status when, in the opinion of us, 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 we believe the loan is adequately collateralized and in the process of collection. However, in certain instances, we may place a particular loan on nonaccrual status earlier, depending upon the individual circumstances surrounding the loan’s delinquency. When an asset is placed on nonaccrual 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 collectability of principal is probable, in which case interest payments are credited to income. Nonaccrual 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 nonaccrual. OREO consists of properties acquired by foreclosure or similar means that management intends to offer for sale.

Except for nonperforming loans set forth below and PCI loans, we are not aware of any loans as of September 30, 2015 and December 31, 2014 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 nonperforming at some future date. We 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 borrower’s ability to pay.


65


The following table provides information with respect to the components of nonperforming assets (excluding PCI loans) as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Increase (Decrease)
 
 
 
Amount
 
Percentage
 
 
 
(in thousands)
 
 
Nonperforming Non-PCI loans:
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
996

 
$
2,160

 
$
(1,164
)
 
-53.9
 %
Hospitality
5,935

 
3,835

 
2,100

 
54.8
 %
Gas station
3,296

 
3,478

 
(182
)
 
-5.2
 %
Other
5,405

 
4,961

 
444

 
8.9
 %
Residential property
1,120

 
1,588

 
(468
)
 
-29.5
 %
Commercial and industrial loans:
 
 
 
 

 

Commercial term
4,193

 
7,052

 
(2,859
)
 
-40.5
 %
Commercial lines of credit
1,464

 
466

 
998

 
214.2
 %
Consumer loans
1,535

 
1,742

 
(207
)
 
-11.9
 %
Total nonperforming Non-PCI loans
23,944

 
25,282

 
(1,338
)
 
-5.3
 %
Loans 90 days or more past due and still accruing

 

 

 

Total nonperforming Non-PCI loans (1)
23,944

 
25,282

 
(1,338
)
 
-5.3
 %
OREO
13,249

 
15,790

 
(2,541
)
 
-16.1
 %
Total nonperforming assets
$
37,193

 
$
41,072

 
$
(3,879
)
 
-9.4
 %
Nonperforming Non-PCI loans as a percentage of Non-PCI loans
0.79
%
 
0.91
%
 
 
 
 
Nonperforming assets as a percentage of assets
0.88
%
 
0.97
%
 
 
 
 
Total debt restructured performing Non-PCI loans
$
7,838

 
$
13,817

 
 
 
 
                              
(1) 
Includes nonperforming TDRs of $10.4 million and $12.5 million as of September 30, 2015 and December 31, 2014, respectively.

Nonaccrual Non-PCI loans totaled $23.9 million as of September 30, 2015, compared to $25.3 million as of December 31, 2014, representing a decrease of $1.3 million, or 5.3 percent. There were no PCI loans on nonaccrual as of September 30, 2015 and December 31, 2014. Delinquent loans (defined as 30 days or more past due) were $14.0 million as of September 30, 2015, compared to $24.3 million as of December 31, 2014, representing a 42.4 percent decrease. Delinquent loans of $10.5 million and $7.9 million were included in nonperforming Non-PCI loans as of September 30, 2015 and December 31, 2014. During the nine months ended September 30, 2015, loans totaling $15.7 million were placed on nonaccrual status. The additions to nonaccrual loans were mainly offset by the receipt of a $1.5 million in SBA guaranty received, $14.3 million in principal payoffs and paydowns and $2.5 million in charge-offs.

The ratio of nonperforming Non-PCI loans to Non-PCI loans decreased to 0.79 percent at September 30, 2015 from 0.91 percent at December 31, 2014. Of the $23.9 million nonperforming Non-PCI loans, approximately $22.2 million were impaired based on the definition contained in FASB ASC 310, Receivables, which resulted in aggregate impairment reserve of $4.1 million as of September 30, 2015. The allowance for collateral-dependent loans is calculated 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 nonperforming. 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 September 30, 2015, OREO consisted of 17 properties with a combined carrying value of $13.2 million. Of the $13.2 million, $10.8 million were OREO as loans acquired in the CBI acquisition that were foreclosed subsequent to the acquisition date. As of December 31, 2014, OREO consisted of 25 properties with a combined carrying value of $15.8 million. Of the $15.8 million, $15.3 million were OREO as loans acquired in the CBI acquisition that were foreclosed subsequent to the acquisition date.


66


Impaired Loans

We evaluate loan impairment in accordance with applicable GAAP. With the exception of PCI loans, 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 loan’s effective interest rate or, as an expedient, at the loan’s 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 (excluding PCI loans) as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Recorded
Investment
 
Percentage
 
Recorded
Investment
 
Percentage
 
(in thousands)
Real estate loans:
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
Retail
$
2,621

 
6.9
%
 
$
4,436

 
9.7
%
Hospitality
6,906

 
18.2
%
 
5,835

 
12.7
%
Gas station
6,315

 
16.7
%
 
8,974

 
19.6
%
Other
9,886

 
26.0
%
 
10,125

 
22.2
%
Residential property
2,644

 
7.0
%
 
3,127

 
6.7
%
Commercial and industrial loans:
 
 
 
 
 
 
 
Commercial term
5,812

 
15.3
%
 
7,614

 
16.6
%
Commercial lines of credit
894

 
2.4
%
 
466

 
1.0
%
International loans
1,145

 
3.0
%
 
3,546

 
7.7
%
Consumer loans
1,689

 
4.5
%
 
1,742

 
3.8
%
Total Non-PCI loans
$
37,912

 
100.0
%
 
$
45,865

 
100.0
%

Total impaired loans decreased $8.0 million, or 17.3 percent, to $37.9 million as of September 30, 2015, as compared to $45.9 million at December 31, 2014. Specific reserve allocations associated with impaired loans were $4.4 million and $5.2 million as of September 30, 2015 and December 31, 2014, respectively.

During the three months ended September 30, 2015 and 2014, interest income that would have been recognized had impaired loans performed in accordance with their original terms totaled $1.4 million and $1.1 million, respectively. Of these amounts, actual interest recognized on impaired loans was $643,000 and $796,000 for the three months ended September 30, 2015 and 2014, respectively. During the nine months ended September 30, 2015 and 2014, interest income that would have been recognized had impaired loans performed in accordance with their original terms totaled $3.4 million and $3.5 million, respectively. Of these amounts, actual interest recognized on impaired loans was $2.2 million and $2.4 million for the nine months ended September 30, 2015 and 2014, respectively.


67


The following table provides information on TDRs (excluding PCI loans) as of dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Nonaccrual TDRs
 
Accrual TDRs
 
Total
 
Nonaccrual TDRs
 
Accrual TDRs
 
Total
 
(in thousands)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$
357

 
$
1,228

 
$
1,585

 
$
2,032

 
$
306

 
$
2,338

Hospitality
1,448

 

 
1,448

 
1,062

 
1,807

 
2,869

Gas station
980

 
345

 
1,325

 
1,075

 
2,335

 
3,410

Other
2,934

 
4,135

 
7,069

 
2,898

 
4,497

 
7,395

Residential property
703

 
301

 
1,004

 
742

 
308

 
1,050

Commercial and industrial loans:
 
 
 
 

 
 
 
 
 

Commercial term
3,433

 
1,579

 
5,012

 
4,050

 
2,208

 
6,258

Commercial lines of credit
394

 

 
394

 
466

 
2,156

 
2,622

International loans

 

 

 

 
200

 
200

Consumer loans
119

 
250

 
369

 
131

 

 
131

Total Non-PCI loans
$
10,368

 
$
7,838

 
$
18,206

 
$
12,456

 
$
13,817

 
$
26,273


For the three and nine months ended September 30, 2015, we restructured monthly payments for seven and fourteen loans, respectively, with a net carrying value of $2.1 million and $3.3 million, respectively, at the time of modification, which we subsequently classified as TDRs. Temporary payment structure modifications included, but were not limited to, extending the maturity date, reducing the amount of principal and/or interest due monthly, and/or allowing for interest only monthly payments for nine months or less.

As of September 30, 2015, TDRs on accrual status totaled $7.8 million, all of which were temporary interest rate and payment reductions or extensions of maturity, and a $170,000 reserve relating to these loans was included in the allowance for loan losses. For the TDRs 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, performance and collection under the revised terms is probable. As of September 30, 2015, TDRs on nonaccrual status totaled $10.4 million, and a $444,000 reserve relating to these loans was included in the allowance for loan losses.

As of December 31, 2014, TDRs on accrual status totaled $13.8 million, all of which were temporary interest rate and payment reductions or extensions of maturity, and an $844,000 reserve relating to these loans was included in the allowance for loan losses. For the TDRs 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, performance and collection under the revised terms is probable. As of December 31, 2014, TDRs on nonaccrual status totaled $12.5 million, and a $2.0 million reserve relating to these loans was included in the allowance for loan losses.

Allowance for Loan Losses and Allowance for Off-Balance Sheet Items

Provisions to 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.

Prior to the first quarter of 2014, risk factor calculations were weighted at 50.0 percent for the most recent four quarters, 33.0 percent for the next four quarters, and 17.0 percent for the oldest four quarters. In the first quarter of 2014, management evaluated the look-back period and extended the periods to sixteen quarters to continue capturing a period of higher losses that would have been dropped off and to reflect probable losses in our current credit portfolio. Risk factor calculations are weighted at 46.0 percent for the first four quarters, 31.0 percent for the second four quarters, 15.0 percent for the third four quarters, and 8.0 percent for the last four quarters. The change in methodology maintained the Bank’s allowance at a level consistent with the prior quarter.


68


To determine general reserve requirements, existing loans are divided into 11 general loan pools of risk-rated loans, as well as three homogeneous loan pools. For risk-rated loans, migration analysis allocates historical losses by loan pool and risk grade to determine risk factors for potential loss inherent in the current outstanding loan portfolio. As 3 homogeneous loans are bulk graded, the risk grade is not factored into the historical loss analysis. In addition, specific reserves are allocated for loans deemed “impaired.”
 
When determining the appropriate level for allowance for loan losses, management considers qualitative adjustments for any factors that are likely to cause estimated loan losses associated with the Bank’s current portfolio to differ from historical loss experience, including, but not limited to, national and local economic and business conditions, volume and geographic concentrations, and problem loan trends.
 
To systematically quantify the credit risk impact of trends and changes within the loan portfolio, a credit risk matrix is utilized. The qualitative 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 portfolio along with corresponding basis points for qualitative adjustments.

The following tables reflect our allocation of allowance for loan losses by loan category as well as the loans receivable for each loan type:
 
September 30, 2015
 
December 31, 2014
 
Allowance
Amount
 
Percentage
 
Non- PCI Loans
 
Allowance
Amount
 
Percentage
 
Non- PCI Loans
 
(in thousands)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$
7,896

 
18.3
%
 
$
715,169

 
$
9,798

 
19.0
%
 
$
676,143

Hospitality
9,670

 
22.3
%
 
544,148

 
9,524

 
18.4
%
 
455,220

Gas station
4,010

 
9.2
%
 
334,518

 
5,433

 
10.5
%
 
362,815

Other
11,481

 
26.7
%
 
897,512

 
14,668

 
28.4
%
 
843,462

Construction
446

 
1.0
%
 
26,228

 
1,143

 
2.2
%
 
9,532

Residential property
939

 
2.2
%
 
197,070

 
628

 
1.3
%
 
121,124

Total real estate loans
34,442

 
79.7
%
 
2,714,645

 
41,194

 
79.8
%
 
2,468,296

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term
4,852

 
11.1
%
 
121,655

 
6,232

 
12.1
%
 
115,734

Commercial lines of credit
1,979

 
4.4
%
 
126,697

 
2,228

 
4.3
%
 
93,586

International loans
944

 
2.1
%
 
32,239

 
683

 
1.3
%
 
38,815

Total commercial and industrial loans
7,775

 
17.6
%
 
280,591

 
9,143

 
17.7
%
 
248,135

Consumer loans
97

 
0.2
%
 
24,691

 
220

 
0.4
%
 
27,566

Unallocated
908

 
2.5
%
 

 
1,083

 
2.1
%
 

Total
$
43,222

 
100.0
%
 
$
3,019,927

 
$
51,640

 
100.0
%
 
$
2,743,997


69


 
September 30, 2015
 
December 31, 2014
 
Allowance
Amount
 
Percentage
 
PCI Loans
 
Allowance
Amount
 
Percentage
 
PCI Loans
 
(in thousands)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$
203

 
6.5
%
 
$
7,268

 
$
401

 
39.1
%
 
$
8,535

Hospitality
290

 
9.2
%
 
5,435

 
99

 
9.6
%
 
7,682

Gas station
108

 
3.4
%
 
5,786

 
302

 
29.4
%
 
7,745

Other
2,318

 
74.0
%
 
5,385

 
65

 
6.3
%
 
5,796

Residential property
200

 
6.5
%
 
1,035

 
28

 
2.7
%
 
14,371

Total real estate loans
3,119

 
99.6
%
 
24,909

 
895

 
87.1
%
 
44,129

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term
17

 
0.4
%
 
193

 
131

 
12.9
%
 
327

Consumer loans
2

 

 
43

 

 

 
45

Total
$
3,138

 
100.0
%
 
$
25,145

 
$
1,026

 
100.0
%
 
$
44,501



70


The following table sets forth certain information regarding allowance for loan losses and allowance for off-balance sheet items for the periods presented. Allowance for off-balance sheet items is determined by applying reserve factors according to loan pool and grade as well as actual current commitment usage figures by loan type to existing contingent liabilities.
 
As of and for the Three Months Ended,
 
As of and for the Nine Months Ended,
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
49,468

 
$
1,352

 
$
50,820

 
$
51,886

 
$
51,640

 
$
1,026

 
$
52,666

 
$
57,555

Actual charge-offs
(1,748
)
 

 
(1,748
)
 
(1,418
)
 
(3,004
)
 

 
(3,004
)
 
(5,569
)
Recoveries on loans previously charged off
992

 

 
992

 
663

 
4,477

 

 
4,477

 
6,656

Net loan recoveries
(756
)
 

 
(756
)
 
(755
)
 
1,473

 

 
1,473

 
1,087

(Negative provision) provision charged to operating expense
(5,490
)
 
1,786

 
(3,704
)
 
48

 
(9,891
)
 
2,112

 
(7,779
)
 
(7,463
)
Balance at end of period
$
43,222

 
$
3,138

 
$
46,360

 
$
51,179

 
$
43,222

 
$
3,138

 
$
46,360

 
$
51,179

Allowance for off-balance sheet items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
962

 
$

 
$
962

 
$
1,592

 
$
1,366

 
$

 
$
1,366

 
$
1,247

(Negative provision) provision charged to operating expense
(406
)
 

 
(406
)
 
(48
)
 
(810
)
 

 
(810
)
 
297

Balance at end of period
$
556

 
$

 
$
556

 
$
1,544

 
$
556

 
$

 
$
556

 
$
1,544

Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loan charge-offs (recoveries) to average loans (1)
0.10
%
 

 
0.10
%
 
0.12
%
 
-0.07
 %
 

 
-0.07
 %
 
-0.06
 %
Net loan charge-offs (recoveries) to loans (1)
0.10
%
 

 
0.10
%
 
0.11
%
 
-0.07
 %
 

 
-0.06
 %
 
-0.05
 %
Allowance for loan losses to average loans
1.47
%
 
10.63
%
 
1.60
%
 
2.05
%
 
1.52
 %
 
8.69
%
 
1.63
 %
 
2.18
 %
Allowance for loan losses to loans
1.43
%
 
12.48
%
 
1.52
%
 
1.91
%
 
1.43
 %
 
12.48
%
 
1.52
 %
 
1.91
 %
Net loan charge-offs (recoveries) to allowance for loan losses (1)
7.00
%
 

 
6.52
%
 
5.90
%
 
-4.54
 %
 

 
-4.24
 %
 
-2.83
 %
Allowance for loan losses to nonperforming loans
180.51
%
 

 
193.62
%
 
204.44
%
 
180.51
 %
 

 
193.62
 %
 
204.44
 %
Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average loans during period
$
2,931,463

 
$
29,527

 
$
2,895,336

 
$
2,499,951

 
$
2,846,503

 
$
36,124

 
$
2,851,895

 
$
2,352,535

Loans at end of period
$
3,019,927

 
$
25,145

 
$
3,045,072

 
$
2,683,462

 
$
3,019,927

 
$
25,145

 
$
3,045,072

 
$
2,683,462

Nonperforming loans at end of period
$
23,944

 
$

 
$
23,944

 
$
25,034

 
$
23,944

 
$

 
$
23,944

 
$
25,034

                              
(1) 
Net loan recoveries are annualized to calculate the ratios.

Allowance for loan losses decreased $4.8 million, or 9.4 percent, to $46.4 million as of September 30, 2015, compared to $51.2 million as of September 30, 2014. The decrease in allowance for loan losses as of September 30, 2015 compared to September 30, 2014 was due primarily to improvements in historical loss rates, lower impairment loss reserve and improved qualitative factor trends, primarily offset by increases in reserve for PCI loans. Due to the improvements in historical loss rates, lower impairment loss reserve and improved qualitative factor trends, general reserve decreased $1.4 million, or 14.2 percent, to $8.0 million as of September 30, 2015, compared to $9.4 million as of September 30, 2014, impairment loss reserve decreased $1.4 million, or 24.9 percent, to $4.3 million as of September 30, 2015, compared to $5.8 million as of September 30, 2014, and qualitative adjustment decreased $4.9 million, or 14.2 percent, to $29.9 million, compared to $34.8 million as of September 30, 2014. Reserve for PCI loans as of September 30, 2015 was $3.1 million, compared to none as of September 30, 2014.

Allowance for loan losses as a percentage of loans decreased 38 basis point to 1.52 percent as of September 30, 2015, compared to 1.91 percent as of September 30, 2014. For the three months ended September 30, 2015, a $3.7 million negative provision for loan losses was recorded, compared to a $48,000 provision for loan losses for the three months ended September

71


30, 2014. For the nine months ended September 30, 2015, a $7.8 million negative provision for loan losses was recorded, compared to a $7.5 million negative provision for loan losses for the nine months ended September 30, 2014.

An allowance for off-balance sheet exposure, primarily unfunded loan commitments, totaled $556,000 and $1.5 million as of September 30, 2015 and September 30, 2014, respectively. The Bank closely monitors the borrower’s repayment capabilities, while funding existing commitments to ensure losses are minimized. Based on management’s 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 September 30, 2015.
The following table presents a summary of net recoveries (charge-offs) by the loan portfolio:
 
As of and for the Three Months Ended
 
As of and for the Nine Months Ended
 
Charge-offs
 
Recoveries
 
Net Recoveries (Charge-offs)
 
Charge-offs
 
Recoveries
 
Net Recoveries (Charge-offs)
 
(in thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$

 
$
731

 
$
731

 
$
(22
)
 
$
747

 
$
725

Hospitality
(334
)
 

 
(334
)
 
(413
)
 
1,073

 
660

Other

 
14

 
14

 

 
220

 
220

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial term
(1,414
)
 
110

 
(1,304
)
 
(2,370
)
 
2,230

 
(140
)
Commercial lines of credit

 
134

 
134

 
 
 
189

 
189

International loans

 

 

 
(199
)
 
15

 
(184
)
Consumer loans

 
3

 
3

 

 
3

 
3

Total Non-PCI loans
$
(1,748
)
 
$
992

 
$
(756
)
 
$
(3,004
)
 
$
4,477

 
$
1,473

September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial property
 
 
 
 
 
 
 
 
 
 
 
Retail
$

 
$
8

 
$
8

 
$

 
$
24

 
$
24

Hospitality
(461
)
 

 
(461
)
 
(1,547
)
 
25

 
(1,522
)
Gas station
(68
)
 
47

 
(21
)
 
(71
)
 
83

 
12

Other
(355
)
 
237

 
(118
)
 
(455
)
 
3,166

 
2,711

Commercial and industrial loans:
 
 
 
 


 
 
 
 
 


Commercial term
(499
)
 
312

 
(187
)
 
(3,094
)
 
1,931

 
(1,163
)
Commercial lines of credit

 
52

 
52

 
(300
)
 
504

 
204

International loans

 
2

 
2

 

 
903

 
903

Consumer loans
(35
)
 
5

 
(30
)
 
(102
)
 
20

 
(82
)
Total Non-PCI loans
$
(1,418
)
 
$
663

 
$
(755
)
 
$
(5,569
)
 
$
6,656

 
$
1,087


For the three months ended September 30, 2015, total charge-offs were $1.7 million, an increase of $330,000, or 23.3 percent, from $1.4 million for the same period in 2014, and total recoveries were $992,000, an increase of $329,000, or 49.6 percent, from $663,000 for the same period in 2014. For the three months ended September 30, 2015, net charge-offs were $756,000, compared to net charge-offs of $755,000 for the same period in 2014.

For the nine months ended September 30, 2015, total charge-offs were $3.0 million, a decrease of $2.6 million, or 46.1 percent, from $5.6 million for the same period in 2014, and total recoveries were $4.5 million, a decrease of $2.2 million, or 32.7 percent, from $6.7 million for the same period in 2014. For the nine months ended September 30, 2015, net recoveries were $1.5 million, compared to $1.0 million for the same period in 2014.

72



Deposits

The following table shows the composition of deposits by type as of the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
Balance
 
Percent
 
Balance
 
Percent
 
(in thousands)
Demand – noninterest-bearing
$
1,114,621

 
31.6
%
 
$
1,022,972

 
28.7
%
                  interest-bearing
87,871

 
2.5
%
 
65,260

 
1.8
%
Interest-bearing:
 
 
 
 
 
 
 
Money market and savings
871,869

 
24.8
%
 
851,889

 
24.0
%
Time deposits of $100,000 or more (1)
892,885

 
25.4
%
 
910,340

 
25.6
%
Other time deposits
551,448

 
15.7
%
 
706,285

 
19.9
%
Total deposits
$
3,518,694

 
100.0
%
 
$
3,556,746

 
100.0
%
                              
(1) 
Includes $375.5 million and $392.3 million of time deposits of $250,000 or more as of September 30, 2015 and December 31, 2014, respectively.

Deposits decreased $38.1 million, or 1.1 percent, to $3.52 billion as of September 30, 2015 from $3.56 billion as of December 31, 2014. The decrease in deposits resulting was attributable mainly to $154.8 million decreases in other time deposits and $17.5 million decreases in time deposits of $100,000 or more, offset mainly by $91.6 million increases in noninterest-bearing demand deposits. The $154.8 million decreases in other time deposits were primarily due to decreases in higher rate time deposits assumed from CBI acquisition.

Core deposits (defined as demand, money market and savings and other time deposits) decreased $20.1 million, or 0.8 percent, to $2.63 billion at September 30, 2015 from $2.65 billion at December 31, 2014. Noninterest-bearing demand deposits as a percentage of deposits increased to 31.6 percent at September 30, 2015 from 28.7 percent at December 31, 2014. We had brokered deposits of $99,000 assumed in the CBI acquisition as of September 30, 2015 and December 31, 2014.

FHLB Advances and Other Borrowings

FHLB advances and other borrowings mostly take the form of advances from the FHLB of San Francisco and overnight federal funds. At September 30, 2015 and December 31, 2014, there were $150.0 million advances from the FHLB. See Note 8 - Subordinated Debentures and Rescinded Stock Obligation for other liabilities assumed in the CBI acquisition.

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.


73


The following table shows the status of our gap position as of September 30, 2015:
 
Less
Than
Three
Months
 
More Than
Three
Months But
Less Than
One Year
 
More Than
One
Year But
Less Than
Five Years
 
More Than
Five Years
 
Noninterest-
Sensitive
 
Total
 
(in thousands)
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
$

 
$

 
$

 
$

 
$
74,804

 
$
74,804

Interest-bearing deposits in other banks
160,538

 

 

 

 

 
160,538

Securities:
 
 
 
 
 
 
 
 
 
 


Fixed rate
36,541

 
53,613

 
250,804

 
177,805

 

 
518,763

Floating rate
132,427

 
8,951

 
7,264

 

 

 
148,642

Fair value adjustments

 

 

 

 
1,935

 
1,935

Loans:
 
 
 
 
 
 
 
 
 
 


Fixed rate
60,048

 
89,932

 
459,190

 
60,979

 

 
670,149

Floating rate
1,050,970

 
179,487

 
1,113,241

 
13,560

 

 
2,357,258

Nonaccrual

 

 

 

 
49,216

 
49,216

Deferred loan costs, discount, and allowance for loan losses

 

 

 

 
(73,040
)
 
(73,040
)
FHLB and FRB stock

 

 

 
30,483

 

 
30,483

Other assets

 
48,317

 

 
19,486

 
207,690

 
275,493

Total assets
$
1,440,524

 
$
380,300

 
$
1,830,499

 
$
302,313

 
$
260,605

 
$
4,214,241

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand – noninterest-bearing
$

 
$

 
$

 
$

 
$
1,114,621

 
$
1,114,621

               – interest-bearing
4,050

 
7,451

 
23,691

 
52,679

 

 
87,871

Money market and savings
75,183

 
138,756

 
382,702

 
275,228

 

 
871,869

Time deposits
274,761

 
837,106

 
327,911

 
4,555

 

 
1,444,333

FHLB advances
150,000

 

 

 

 

 
150,000

Subordinated debentures
18,669

 

 

 

 

 
18,669

Other liabilities

 

 

 

 
41,429

 
41,429

Stockholders’ equity

 

 

 

 
485,449

 
485,449

Total liabilities and stockholders’ equity
$
522,663

 
$
983,313

 
$
734,304

 
$
332,462

 
$
1,641,499

 
$
4,214,241

Repricing gap
917,861

 
(603,013
)
 
1,096,195

 
(30,149
)
 
(1,380,894
)
 
 
Cumulative repricing gap
917,861

 
314,848

 
1,411,043

 
1,380,894

 

 
 
Cumulative repricing gap as a percentage of assets
21.78
%
 
7.47
%
 
33.48
%
 
32.77
%
 

 
 
Cumulative repricing gap as a percentage of interest-earning assets
23.60
%
 
8.09
%
 
36.27
%
 
35.50
%
 

 
 
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
$
3,890,040


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. Interest-bearing core deposits that have no maturity dates (savings, and money market checking and NOW accounts) are assigned to categories based on expected decay rates.

As of September 30, 2015, the cumulative repricing gap for the three-month period was at an asset-sensitive position and was 23.60 percent of interest-earning assets, which increased from 17.82 percent as of December 31, 2014. This increase was due mainly to a $214.3 million increase in floating rate loans and a $96.0 million increase in interest-bearing deposits in other banks, mainly offset by a $52.3 million decrease in fixed rate loans, a $41.8 million decrease in floating rate securities and a $13.4 million increase in money market and savings.

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As of September 30, 2015, the cumulative repricing gap for the twelve-month period was at an asset-sensitive position and was 8.09 percent of interest-earning assets, which decreased from 8.96 percent of an asset-sensitive position as of December 31, 2014. This decrease was due mainly to a $79.7 million decrease in fixed rate loans and a $52.2 million decrease in floating rate securities, a $46.1 million increase in time deposits and a $11.9 million increase in money market and savings, mainly offset by a $56.8 million increase in floating rate loans and a $96.0 million increase in interest-bearing deposits in other banks.
    
The following table summarizes the status of the cumulative gap position as of the dates indicated:
 
Less Than Three Months
 
Less Than Twelve Months
 
September 30, 2015
 
December 31, 2014
 
September 30, 2015
 
December 31, 2014
 
(in thousands)
Cumulative repricing gap
$
917,861

 
$
725,810

 
$
314,848

 
$
374,005

Percentage of assets
21.78
%
 
17.15
%
 
7.47
%
 
8.84
%
Percentage of interest-earning assets
23.60
%
 
18.29
%
 
8.09
%
 
9.42
%

The spread between interest income on interest-earning assets and interest expense on interest-bearing liabilities is the principal component of net interest income, and interest rate changes substantially affect our financial performance. We emphasize capital protection through stable earnings rather than maximizing yield. In order to achieve stable earnings, we prudently manage our assets and liabilities and closely monitor the percentage changes in net interest income and equity value in relation to limits established within our guidelines.

To supplement traditional gap analysis, we perform simulation modeling to estimate the potential effects of interest rate changes. The following table summarizes one of the stress simulations performed to forecast the impact of changing interest rates on net interest income and the market value of interest-earning assets and interest-bearing liabilities reflected on our balance sheet (i.e., an instantaneous parallel shift in the yield curve of the magnitude indicated below). 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.
 
Percentage Changes
 
Change in Amount
Change in
Interest
Rate
Net
Interest
Income
 
Economic
Value of
Equity
 
Net
Interest
Income
 
Economic
Value of
Equity
 
(in thousands)
300%
10.07%
 
(1.80)%
 
$
15,115

 
$
(9,101
)
200%
6.64%
 
(1.11)%
 
$
9,970

 
$
(5,635
)
100%
3.36%
 
0.44%
 
$
5,048

 
$
2,241

-100%
(1) 
 
(1) 
 
(1) 
 
(1) 
 
(1) 
Results are not meaningful in a low interest rate environment

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.

Capital Resources

Historically, our primary source of capital has been the retention of operating earnings. In order to ensure adequate levels of capital, 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.
 

75


At September 30, 2015, the Bank’s total risk-based capital ratio of 14.69 percent, Tier 1 risk-based capital ratio of 13.43 percent, common equity Tier 1 capital ratio of 13.43 percent and Tier 1 leverage capital ratio of 11.14 percent, placed the Bank in the “well capitalized” category pursuant to new capital rule, which is defined as institutions with total risk-based capital ratio equal to or greater than 10.00 percent, Tier 1 risk-based capital ratio equal to or greater than 8.00 percent, common equity Tier 1 capital ratios equal to or greater than 6.50 percent and Tier 1 leverage capital ratio equal to or greater than 5.00 percent.

For a discussion of recently implemented changes to the capital adequacy framework prompted by Basel III and the Dodd-Frank Wall Street Reform and Consumer Protection Act, see Note 11 - Regulatory Matters of Notes to Consolidated Financial Statements (Unaudited) in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

For a discussion of off-balance sheet arrangements, see Note 15 - Off-Balance Sheet Commitments of Notes to Consolidated Financial Statements (Unaudited) in this Quarterly Report on Form 10-Q and “Item 1. Business - Off-Balance Sheet Commitments” in our 2014 Annual Report on Form 10-K.

Contractual Obligations

There have been no material changes to the contractual obligations described in our 2014 Annual Report on Form 10-K.

Recently Issued Accounting Standards

FASB ASU 2015-07, Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value per share (or its equivalent) using the practical expedient in the FASB's fair value measurement guidance. Investments eligible for the practical expedient, but for which it has not been applied, will continue to be included in the fair value hierarchy. The effective date for public business entities is fiscal years beginning after December 31, 2015 and early adoption is permitted. Reporting entities are required to adopt the ASU retrospectively. The adoption of FASB ASU 2015-07 is not expected to have a significant impact on our financial condition or result of operations.

FASB ASU 2014-17, Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force), which allows an acquired entity to elect to apply pushdown accounting in its separate financial statements on a change-in-control event. The acquired entity elects whether to apply pushdown accounting individually for each change-in-control event, and may apply pushdown accounting during the reporting period in which the change-in-control event occurs. Effective November 18, 2014, an acquired entity may apply ASU 2014-17 to future change-in-control events. The Company did not make an election to apply FASB ASU 2014-17 for the acquisition of CBI, which has no impact on our financial condition or result of operations.

FASB ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, was issued to change the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. ASU 2014-08 requires that an entity report as a discontinued operation only a disposal that represents a strategic shift in operations that has a major effect on its operations and financial results. ASU 2014-08 is effective prospectively for new disposals (or classifications as held-for-sale) that occur within annual periods beginning on or after December 15, 2014, and interim periods within those annual periods, for public business entities and not-for-profit entities that have issued (or are a conduit obligor for) securities that are traded, listed, or quoted on an exchange or an over-the-counter market. For other entities, the ASU is effective for disposals (or classifications as held-for-sale) that occur within annual periods beginning on or after December 15, 2014, and interim periods thereafter. The adoption of FASB ASU 2014-08 is not expected to have a significant impact on our financial condition or result of operations.

FASB ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (Topic 310-40), was issued to define the term in substance a repossession or foreclosure and physical possession in accounting literature and when a creditor should derecognize the loan receivable and recognize the real estate property. The amendments in this update are intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendment is effective for public business entities for annual periods, and interim periods within

76



those annual periods, beginning after December 15, 2014. The adoption of FASB ASU 2014-04 is not expected to have a significant impact on our financial condition or result of operations.

FASB ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the Emerging Issues Task Force), was issued to permit a reporting entity to make an accounting policy election to account for investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The amendments are expected to enable more entities to record the amortization of the investment in income tax expense together with the tax credits and other tax benefits generated from the partnership. The ASU is effective retrospectively for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. For all entities other than public business entities, the amendments are effective retrospectively for annual periods beginning after December 15, 2014, and interim periods within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted FASB ASU 2014-01 effective April 1, 2014. See Note 3 - Accounting for Investment in Qualified Affordable Housing Projects for further details.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures regarding market risks in Hanmi Bank’s portfolio, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk Management” and “- Capital Resources” in this Report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2015, Hanmi Financial carried out an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, under the supervision and with the participation of our senior management, including our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial and accounting officer). The purpose of the disclosure controls and procedures is to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Hanmi Financial’s disclosure controls and procedures were effective as of September 30, 2015.

Internal Controls

During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

77




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 under Part I, Item 1A Risk Factors of our 2014 Annual Report on Form 10-K.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

78



Item 6. Exhibits
Exhibit
Number
Document
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 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. Section 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).


79



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:
November 9, 2015
 
By:
/s/ C. G. Kum
 
 
 
 
C. G. Kum
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
By:
/s/ Michael W. McCall
 
 
 
 
Michael McCall
 
 
 
 
Executive Vice President and Chief Financial Officer


80