10-Q 1 a09-31155_110q.htm 10-Q

Table of Contents

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

(Mark One)

 

x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended September 30, 2009.

 

 

OR

 

 

o

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period from              to             

 

Commission File Number 000-50923

 


 

WILSHIRE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

California

 

20-0711133

State or other jurisdiction of incorporation or organization

 

I.R.S. Employer Identification Number

 

 

 

3200 Wilshire Blvd.

 

 

Los Angeles, California

 

90010

Address of principal executive offices

 

Zip Code

 

(213) 387-3200

Registrant’s telephone number, including area code

 

No change

(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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o    No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

x

 

 

 

 

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o    No x

 

The number of shares of Common Stock of the registrant outstanding as of October 31, 2009 was 29,413,757.

 

 

 




Table of Contents

 

Part I.  FINANCIAL INFORMATION

 

Item 1.                                                           Financial Statements

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN THOUSANDS)

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

141,533

 

$

67,540

 

Federal funds sold and other cash equivalents

 

130,004

 

30,001

 

Cash and cash equivalents

 

271,537

 

97,541

 

 

 

 

 

 

 

Securities available for sale, at fair value (amortized cost of $545,980 and $227,429 at September 30, 2009 and December 31, 2008, respectively)

 

559,602

 

229,136

 

Securities held to maturity, at amortized cost (fair value of $117 and $135 at September 30, 2009 and December 31, 2008, respectively)

 

116

 

139

 

Loans receivable, net of allowance for loan losses of $54,735 and $29,437 at September 30, 2009 and December 31, 2008, respectively)

 

2,360,639

 

2,003,665

 

Loans held for sale - at the lower of cost or market

 

29,978

 

18,427

 

Federal Home Loan Bank stock - at cost

 

21,040

 

17,537

 

Other real estate owned

 

6,238

 

2,663

 

Due from customers on acceptances

 

251

 

2,213

 

Cash surrender value of bank owned life insurance

 

17,884

 

17,395

 

Investment in affordable housing partnerships

 

12,271

 

9,019

 

Bank premises and equipment

 

12,454

 

11,265

 

Accrued interest receivable

 

13,375

 

9,975

 

Deferred income taxes

 

8,787

 

12,051

 

Servicing assets

 

6,898

 

4,838

 

Goodwill

 

6,675

 

6,675

 

Other intangible assets

 

2,231

 

1,287

 

Interest only strip - at fair value

 

725

 

632

 

FDIC loss share indemnification

 

40,014

 

 

Other assets

 

6,848

 

5,553

 

TOTAL

 

$

3,377,563

 

$

2,450,011

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing

 

$

373,332

 

$

277,542

 

Interest bearing:

 

 

 

 

 

Savings

 

66,211

 

44,452

 

Money market checking and NOW accounts

 

777,800

 

384,190

 

Time deposits of $100,000 or more

 

928,724

 

902,804

 

Other time deposits

 

526,035

 

203,613

 

Total deposits

 

2,672,102

 

1,812,601

 

 

 

 

 

 

 

Federal Home Loan Bank borrowings

 

322,000

 

274,000

 

Junior subordinated debentures

 

87,321

 

87,321

 

Accrued interest payable

 

7,715

 

6,957

 

Acceptances outstanding

 

251

 

2,213

 

Other liabilities

 

15,687

 

11,859

 

Total liabilities

 

3,105,076

 

2,194,951

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, $1,000 par value—authorized, 5,000,000 shares; issued & outstanding, 62,158 shares and 62,158 shares at September 30, 2009 and December 31, 2008, respectively

 

$

59,806

 

$

59,443

 

Common stock, no par value—authorized, 80,000,000 shares; issued and outstanding, 29,413,757 shares and 29,413,757 shares at September 30, 2009 and December 31, 2008, respectively

 

54,646

 

54,038

 

Accumulated other comprehensive income, net of tax

 

8,777

 

1,239

 

Retained earnings

 

149,258

 

140,340

 

Total shareholders’ equity

 

272,487

 

255,060

 

 

 

 

 

 

 

TOTAL

 

$

3,377,563

 

$

2,450,011

 

 

See accompanying notes to unaudited consolidated financial statements.

 

1



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

39,388

 

$

34,719

 

$

100,818

 

$

104,014

 

Interest on investment securities

 

4,876

 

2,798

 

11,011

 

8,021

 

Interest on federal funds sold

 

844

 

63

 

1,910

 

192

 

Total interest income

 

45,108

 

37,580

 

113,739

 

112,227

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

12,994

 

12,469

 

35,952

 

40,071

 

Interest on FHLB advances and other borrowings

 

1,982

 

2,570

 

5,262

 

6,969

 

Interest on junior subordinated debentures

 

719

 

1,127

 

2,467

 

3,696

 

Total interest expense

 

15,695

 

16,166

 

43,681

 

50,736

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

29,413

 

21,414

 

70,058

 

61,491

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR LOSSES ON LOANS AND LOAN COMMITMENTS

 

24,200

 

3,400

 

43,000

 

6,200

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS

 

5,213

 

18,014

 

27,058

 

55,291

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

3,315

 

3,125

 

9,338

 

8,916

 

Gain on sale of loans

 

2,235

 

410

 

1,711

 

2,192

 

Loan-related servicing fees

 

958

 

891

 

2,702

 

2,338

 

Income from other earning assets

 

243

 

398

 

635

 

1,108

 

Gain on bargain purchase

 

 

 

21,679

 

 

Other income

 

649

 

521

 

3,662

 

1,551

 

Total noninterest income

 

7,400

 

5,345

 

39,727

 

16,105

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST EXPENSES:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

7,120

 

6,718

 

19,315

 

21,349

 

Occupancy and equipment

 

1,935

 

1,576

 

5,294

 

4,493

 

Data processing

 

1,078

 

785

 

2,750

 

2,320

 

Outsourced service for customers

 

328

 

376

 

806

 

1,218

 

Professional fees

 

659

 

605

 

1,576

 

1,559

 

Deposit insurance premiums

 

982

 

279

 

3,772

 

907

 

Other operating expenses

 

2,719

 

1,968

 

7,371

 

5,239

 

Total noninterest expenses

 

14,821

 

12,307

 

40,884

 

37,085

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

(2,208

)

11,052

 

25,901

 

34,311

 

 

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

(1,451

)

4,184

 

9,853

 

12,964

 

 

 

 

 

 

 

 

 

 

 

NET (LOSS) INCOME

 

(757

)

6,868

 

16,048

 

21,347

 

 

 

 

 

 

 

 

 

 

 

Preferred stock cash dividend and accretion of preferred stock discount

 

900

 

 

2,718

 

 

NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS

 

$

(1,657

)

$

6,868

 

$

13,330

 

$

21,347

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.06

)

$

0.23

 

$

0.45

 

$

0.73

 

Diluted

 

$

(0.06

)

$

0.23

 

$

0.45

 

$

0.73

 

WEIGHTED-AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

29,413,757

 

29,397,182

 

29,413,757

 

29,355,231

 

Diluted

 

29,413,757

 

29,508,503

 

29,422,528

 

29,402,212

 

 

See accompanying notes to unaudited consolidated financial statements.

 

2



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

Preferred Stock

 

Common Stock

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

Total

 

 

 

Shares

 

 

 

Shares

 

 

 

Comprehensive

 

Retained

 

Shareholders’

 

 

 

Outstanding

 

Amount

 

Outstanding

 

Amount

 

Income

 

Earnings

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE-January 1, 2008

 

 

$

 

29,253,311

 

$

49,633

 

$

375

 

$

121,778

 

$

171,786

 

Stock options exercised

 

 

 

 

 

148,446

 

415

 

 

 

 

 

415

 

Cash dividend declared or accrued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

(4,409

)

(4,409

)

Stock compensation expense

 

 

 

 

 

 

 

889

 

 

 

 

 

889

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

57

 

 

 

 

 

57

 

Cumulative impact of change in accounting for bank owned life insurance

 

 

 

 

 

 

 

 

 

 

 

(1,876

)

(1,876

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

21,347

 

21,347

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on interest-only strips, net of taxes

 

 

 

 

 

 

 

 

 

49

 

 

 

49

 

Change in unrealized gain on securities available for sale, net of taxes

 

 

 

 

 

 

 

 

 

(378

)

 

 

(378

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

21,018

 

BALANCE-September 30, 2008

 

 

$

 

29,401,757

 

$

50,994

 

$

46

 

$

136,840

 

$

187,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE-January 1, 2009

 

62,158

 

$

59,443

 

29,413,757

 

$

54,038

 

$

1,239

 

$

140,340

 

$

255,060

 

Stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared or accrued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

(4,412

)

(4,412

)

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

(2,331

)

(2,331

)

Stock compensation expense

 

 

 

 

 

 

 

608

 

 

 

 

 

608

 

Tax benefit from stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of preferred stock discount

 

 

 

363

 

 

 

 

 

 

 

(387

)

(24

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

16,048

 

16,048

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on interest-only strips, net of taxes

 

 

 

 

 

 

 

 

 

44

 

 

 

44

 

Change in unrealized gain on securities available for sale, net of taxes

 

 

 

 

 

 

 

 

 

7,494

 

 

 

7,494

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

23,586

 

BALANCE-September 30, 2009

 

62,158

 

$

59,806

 

29,413,757

 

$

54,646

 

$

8,777

 

$

149,258

 

$

272,487

 

 

See accompanying notes to unaudited consolidated financial statements.

 

3



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

16,048

 

$

21,347

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Amortization of investment securities

 

2,866

 

777

 

Depreciation of bank premises & equipment

 

1,490

 

1,340

 

Amortization of other intangible assets

 

387

 

223

 

Amortization of investments in affordable housing partnerships

 

931

 

574

 

Provision for losses on loans and loan commitments

 

43,000

 

6,200

 

Provision for other real estate owned losses

 

359

 

 

Deferred tax benefit

 

(1,188

)

(1,180

)

Loss on disposition of bank premises and equipment

 

11

 

3

 

Gain on bargain purchase

 

(21,679

)

 

Net gain on sale of loans

 

(1,711

)

(2,192

)

Origination of loans held for sale

 

(45,298

)

(50,989

)

Proceeds from sale of loans held for sale

 

35,672

 

50,863

 

Gain on sale or call of available for sale securities

 

(1,588

)

(3

)

Decrease in fair value of serving rights

 

390

 

730

 

Gain on sale of other real estate owned

 

(402

)

(17

)

Loss on sale of repossessed vehicles

 

 

1

 

Share-based compensation expense

 

608

 

889

 

Change in cash surrender value of life insurance

 

(489

)

(972

)

Servicing assets capitalized

 

(556

)

(766

)

Increase in accrued interest receivable

 

(1,904

)

(106

)

(Increase) or decrease in other assets

 

(1,281

)

777

 

Dividends of Federal Home Loan Bank stock

 

 

(470

)

Tax benefit from exercise of stock options

 

 

(57

)

Decrease in accrued interest payable

 

(2,196

)

(2,526

)

Increase in other liabilities

 

2,794

 

1,587

 

Net cash provided by operating activities

 

26,264

 

26,033

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from principal repayment, matured or called securities held to maturity

 

22

 

7,241

 

Purchase of securities available for sale

 

(430,574

)

(107,599

)

Proceeds from matured securities available for sale

 

166,117

 

102,472

 

Net increase in loans receivable

 

(125,702

)

(227,728

)

Proceeds from sale of other loans

 

3,217

 

 

Proceeds from sale of other real estate owned

 

3,395

 

875

 

Proceeds from sale of repossessed vehicles

 

 

10

 

Purchases of investments in affordable housing partnerships

 

(4,183

)

(2,889

)

Purchases of Bank premises and equipment

 

(2,400

)

(1,589

)

Purchases of Federal Home Loan Bank stock

 

 

(6,080

)

Proceeds from disposition of Bank equipment

 

 

3

 

Net cash and cash equivalents acquired from acquisition of former Mirae Bank

 

5,724

 

 

Net cash used in investing activities

 

(384,384

)

(235,284

)

 

See accompanying notes to unaudited consolidated financial statements.

 

(continued)

 

4



Table of Contents

 

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS) (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from exercise of stock options

 

$

 

$

415

 

Payment of common stock cash dividend

 

(4,412

)

(4,402

)

Payment of preferred stock cash dividend

 

(2,098

)

 

(Decrease) or increase in Federal Home Loan Bank borrowings

 

(27,500

)

150,000

 

Tax benefit from exercise of stock options

 

 

57

 

Net increase in deposits

 

566,126

 

24,692

 

Net cash provided by financing activities

 

532,116

 

170,762

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

173,996

 

(38,489

)

CASH AND CASH EQUIVALENTS—Beginning of year

 

97,541

 

92,509

 

CASH AND CASH EQUIVALENTS—End of year

 

$

271,537

 

$

54,020

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

42,923

 

$

53,262

 

Income taxes paid

 

$

8,885

 

$

13,900

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

 

 

 

 

 

Transfer of loans to other real estate owned

 

$

6,428

 

$

2,177

 

Other assets transferred to Bank premises and equipment

 

$

290

 

$

174

 

Net assets acquired from Mirae Bank

 

 

 

 

 

Assets acquired

 

$

395,646

 

$

 

Liabilities assumed

 

373,967

 

 

 

 

21,679

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:

 

 

 

 

 

Common stock cash dividend declared, but not paid

 

$

1,471

 

$

1,470

 

Preferred stock cash dividend declared, but not paid

 

$

388

 

$

 

 

See accompanying notes to unaudited consolidated financial statements.

 

(Concluded)

 

5



Table of Contents

 

WILSHIRE BANCORP, INC.

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 1.   Business of Wilshire Bancorp, Inc.

 

Wilshire Bancorp, Inc. (hereafter, the “Company,” “we,” “us,” or “our”) succeeded to the business and operations of Wilshire State Bank, a California state-chartered commercial bank (the “Bank”), upon consummation of the reorganization of the Bank into a holding company structure, effective as of August 25, 2004.  The Bank was incorporated under the laws of the State of California on May 20, 1980 and commenced operations on December 30, 1980.  The Company was incorporated in December 2003 as a wholly-owned subsidiary of the Bank for the purpose of facilitating the issuance of trust preferred securities for the Bank and eventually serving as the holding company of the Bank.  The Bank’s shareholders approved the reorganization into a holding company structure at a meeting held on August 25, 2004.  As a result of the reorganization, shareholders of the Bank are now shareholders of the Company, and the Bank is a direct wholly-owned subsidiary of the Company.

 

Our corporate headquarters and primary banking facilities are located at 3200 Wilshire Boulevard, Los Angeles, California 90010.  On June 26, 2009, we purchased substantially all the assets and assumed substantially all the liabilities of Mirae Bank (“Mirae”) from the Federal Deposit Insurance Corporation (“FDIC”), as receiver of Mirae.  Mirae previously operated five commercial banking branches, all located within southern California, and these branches were integrated into our existing branch network following the acquisition. In addition, we also have five loan production offices utilized primarily for the origination of loans under our Small Business Administration (“SBA”) lending program in Colorado, Georgia, Texas (2 offices), and Virginia.

 

Note 2.   Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission (“SEC”) rules and regulations for interim financial reporting and therefore do not necessarily include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The information provided by these interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated statements of financial condition as of September 30, 2009 and December 31, 2008, the statements of operations for the three months and nine months ended September 30, 2009 and 2008, and the related statements of shareholders’ equity and statements of cash flows for the nine months ended September 30, 2009 and 2008. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

 

The Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Codification (“ASC”) became effective on July 1, 2009. At that date, the ASC became the FASB’s officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the way companies refer to GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

 

The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.  The accounting policies used in the preparation of these interim financial statements were consistent with those used in the preparation of the financial statements for the year ended December 31, 2008.

 

Note 3.   Federally Assisted Acquisition of Mirae Bank

 

The FDIC placed Mirae under receivership upon Mirae’s closure by the California Department of Financial Institutions (“DFI”) at the close of business on June 26, 2009.  We purchased substantially all of Mirae’s assets and assumed all of Mirae’s deposits and certain other liabilities. Further, we entered into a loss sharing agreement with the FDIC in connection with the Mirae acquisition. Under the loss sharing agreement, the FDIC will share in the losses on assets covered under the agreement, which generally include loans acquired from Mirae and foreclosed loan collateral existing at June 26, 2009 (referred to collectively as “covered assets”). With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses.  On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses.  The loss

 

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sharing agreements are subject to our compliance with servicing procedures and satisfying certain other conditions specified in the agreements with the FDIC.  The term for the FDIC’s loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years with respect to losses and eight years with respect to loss recoveries. As a result of the loss sharing agreement with the FDIC, the Company has recorded an indemnification asset from the FDIC based on the estimated value of the indemnification agreement of $40.2 million at June 26, 2009.

 

The Mirae acquisition was accounted for under the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations (formerly SFAS No. 141R). The statement of net assets and assumed liabilities were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. Fair values are preliminary and are subject to refinements for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. As of September 30, 2009, the fair values for acquired assets and liabilities remained open. A “bargain purchase gain” totaling $21.7 million resulted from the acquisition and is included as a component of noninterest income on the statement of income. The amount of gain is equal to the amount by which the fair value of assets purchased exceeded the fair value of liabilities assumed. The Company did not disclose the pro-forma financial information related to the Mirae Bank acquisition, as it was not practicable to do so. The estimated fair value of the assets purchased and liabilities assumed are presented in the following table:

 

Statement of Net Assets Acquired

 

 

 

At June 26, 2009

 

 

 

(In thousands)

 

Assets

 

 

 

Cash and cash equivalents

 

$

5,724

 

Securities

 

55,371

 

Loans

 

285,685

 

Core deposit intangible

 

1,330

 

FDIC loss-sharing receivable

 

40,235

 

Other assets

 

7,301

 

Total assets

 

395,646

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

293,375

 

FHLB borrowings

 

75,500

 

Other liabilities

 

5,092

 

Total Liabilities

 

373,967

 

 

 

 

 

Net assets acquired

 

$

21,679

 

 

 

 

 

Mirae Bank’s net assets acquired before fair valuation adjustments

 

$

36,928

 

Adjustments to reflect assets acquired and liabilities assumed at fair value:

 

 

 

Loans, net

 

(54,964

)

Securities

 

(1,829

)

FDIC loss share indemnification

 

40,235

 

Core deposit intangible

 

1,330

 

Deposits

 

(375

)

Servicing rights

 

354

 

Bargain purchase gain

 

$

21,679

 

 

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Note 4.   Fair Value Measurement for Financial and Non-Financial Assets and Liabilities

 

We record at fair value various financial and non-financial instruments for financial reporting, and loan or goodwill impairment purposes. Pursuant to FASB ASC 820, Fair Value Measurements & Disclosures (formerly SFAS No. 157), and ASC 820-10, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (formerly Staff Position SFAS No. 157-3), the codification provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP requires or allows assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstance, and SFAS No. 157 amends, but does not supersede ASC 825-10-50-1, Disclosure about Fair Value of Financial Instruments. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an arm’s length transaction between market participants in the markets where we conduct business. SFAS No. 157 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. ASC 825-10-50-1 further clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for the financial asset is not active.

 

In February 2008, the FASB issued ASC 820-10-55- 23A & 23B (formerly Staff Position SFAS No. 157-4), which delays the effective date of SFAS No. 157, for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The delay is intended to allow the FASB and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS No. 157. This FSP applies to various nonfinancial assets and liabilities and it defers the effective date of SFAS No. 157 to such nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. We adopted ASC 820-10-55- 23A & 23B on January 1, 2009, and the adoption of this FSP did not have a material impact on our consolidated financial statements.

 

In April 2009, the FASB issued ASC 820-10-65-4 (formerly FSP SFAS No.157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance for estimating fair value in accordance with ASC 820, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. As some constituents indicated that SFAS No. 157 and FSP SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, did not provide sufficient guidance on how to determine whether a market for a financial asset that historically was active is no longer active and whether a transaction is not orderly. Therefore, this ASC 820-10-65-4 (formerly FSP SFAS No.157-4), includes guidance on identifying circumstances that indicate a transaction is not orderly. We adopted ASC 820-10-65-4 in the second quarter of 2009 and the adoption did not have a material impact on our consolidated financial statements.

 

The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:

 

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for the position size.

 

Level 2 — Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Pricing inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgments or estimation.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

 

We used the following methods and assumptions in estimating our fair value disclosure for financial instruments. Financial assets and liabilities recorded at fair value on a recurring basis are listed as follows:

 

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Table of Contents

 

Measured on a Recurring Basis

 

Investment securities available for sale — Investment in available-for-sale securities are recorded at fair value pursuant to ASC 320, Accounting for Certain Investments in Debt and Equity Securities (formerly SFAS No. 115). Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds, and default rates. The investment securities available for sale include federal agency securities, mortgage-backed securities, collateralized mortgage obligations, municipal bonds and corporate debt securities. Our existing investment securities available-for-sale holdings as of September 30, 2009 are measured using matrix pricing and recorded based on Level 2 measurement inputs.

 

Servicing assets and interest-only (“I/O”) strips — SBA loan servicing assets and interest-only strips represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Adjustments are only made when the discounted cash flows are less than the carrying value. We classify SBA loan servicing assets and I/O strips with Level 3 measurement inputs.

 

Servicing liabilities — SBA loan servicing liabilities represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management’s judgment. Adjustments are only made when the discounted cash flows are less than the carrying value. We classify SBA loan servicing liabilities with Level 3 measurement inputs.

 

The table below summarizes the valuation of our financial assets and liabilities by the above ASC 820 fair value hierarchy levels as of September 30, 2009:

 

Assets Measured at Fair Value on a Recurring Basis
(dollars in thousands)

 

 

 

Fair Value Measurements Using:

 

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

Quoted Prices in

 

Other

 

Significant

 

 

 

Total Fair

 

Active Markets

 

Observable

 

Unobservable Inputs

 

 

 

Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Investment

 

 

 

 

 

 

 

 

 

U.S. agency bonds

 

$

514,856

 

$

 

$

514,856

 

$

 

Municipal bonds

 

42,722

 

 

42,722

 

 

Corporate bonds

 

2,024

 

 

2,024

 

 

Servicing assets

 

6,898

 

 

 

6,898

 

I/O strips

 

725

 

 

 

725

 

Servicing liabilities

 

(600

)

 

 

(600

)

 

Financial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the quarter ended September 30, 2009:

 

(dollars in thousands)

 

At June 30,
2009

 

Realized
Losses in Net
Income

 

Unrealized Gains
in Other
Comprehensive
Income

 

Net Purchases
Sales and
Settlements

 

Transfers
In/out of
Level 3

 

At Sept
30, 2009

 

Net
Cumulative
Unrealized
Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Servicing assets

 

$

6,677

 

$

(335

)

$

 

$

556

 

$

 

$

6,898

 

$

 

I/O strips

 

741

 

(31

)

15

 

 

 

725

 

(293

)

Servicing liabilities

 

(464

)

(136

)

 

 

 

(600

)

 

 

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Table of Contents

 

Financial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the nine months ended September 30, 2009:

 

(dollars in thousands)

 

At Dec 31,
2008

 

Realized
Losses in Net
Income

 

Unrealized Gains
in Other
Comprehensive
Income

 

Net Purchases
Sales and
Settlements

 

Transfers
In/out of
Level 3

 

At Sept 30,
2009

 

Net
Cumulative
Unrealized
(Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Servicing Assets

 

$

4,838

 

$

(390

)

$

 

$

2,450

 

$

 

$

6,898

 

$

 

I/O strips

 

632

 

(86

)

74

 

105

 

 

725

 

(293

)

Servicing liabilities

 

(328

)

(138

)

 

(134

)

 

(600

)

 

 

Measured on a Nonrecurring Basis

 

Impaired loans (collateral dependent loans) — A loan is considered to be impaired when it is probable that all of the principal and interest due under the original underwriting terms of the loan may not be collected. Impairment is measured based on the fair value of the underlying collateral, less anticipated selling costs. The fair value is determined through appraisals and other matrix pricing models, which require a significant degree of management judgment. We measure impairment on all non-accrual loans and trouble debt restructured loans as previously described, except for automobile loans, where we developed specific reserves on such loans as a whole based upon historical loss trends and current loss factors. The reserve for impaired automobile loans is not significant to the operations of the Company. We record impaired loans as non-recurring with Level 3 measurement inputs.

 

REO  — Real estate owned (REO) consists principally of properties acquired through foreclosures and are carried at the lower of cost or estimated fair value.

 

The following table presents the aggregated balance of assets measured at estimated fair value on a nonrecurring basis through the nine months ended September 30, 2009, and the total losses resulting from these fair value adjustments for the quarter and nine months ended September 30, 2009:

 

Assets Measured at Fair Value on a Non-Recurring Basis
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Through September 30, 2009

 

September 30, 2009

 

September 30, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Total Losses

 

Total Losses

 

Impaired loans

 

$

 

$

 

$

137,111

 

$

137,111

 

$

7,049

 

$

8,690

 

REO

 

 

 

6,238

 

6,238

 

 

359

 

Total

 

$

 

$

 

$

143,349

 

$

143,349

 

$

7,049

 

$

9,049

 

 

Note 5.   Investment Securities

 

The following table summarizes the book value, market value and distribution of our investment securities as of the dates indicated:

 

Investment Securities Portfolio

(dollars in thousands)

 

 

 

As of September 30, 2009

 

As of December 31, 2008

 

 

 

Amortized
Cost

 

Market
Value

 

Unrealized
Gain

 

Amortized
Cost

 

Market
Value

 

Unrealized
Gain
(Loss)

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

116

 

$

117

 

$

1

 

$

139

 

$

135

 

$

(4

)

Total investment securities held to maturity

 

$

116

 

$

117

 

$

1

 

$

139

 

$

135

 

$

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities of government sponsored enterprises

 

$

63,960

 

$

64,509

 

$

549

 

$

25,952

 

$

26,187

 

$

235

 

Mortgage backed securities

 

321,390

 

329,936

 

8,546

 

124,549

 

125,513

 

964

 

Collateralized mortgage obligations

 

117,070

 

120,411

 

3,341

 

62,557

 

63,303

 

746

 

Corporate securities

 

2,000

 

2,024

 

24

 

7,048

 

6,953

 

(95

)

Municipal securities

 

41,560

 

42,722

 

1,162

 

7,323

 

7,180

 

(143

)

Total investment securities available for sale

 

$

545,980

 

$

559,602

 

$

13,622

 

$

227,429

 

$

229,136

 

$

1,707

 

 

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Table of Contents

 

The following table summarizes the maturity and repricing schedule of our investment securities at their carrying values at September 30, 2009:

 

Investment Maturities and Repricing Schedule
(dollars in thousands)

 

 

 

Within One Year

 

After One But
Within Five
Years

 

After Five But
Within Ten Years

 

After Ten Years

 

Total

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

 

$

116

 

$

 

$

 

$

116

 

Total investment securities held to maturity

 

$

 

$

116

 

$

 

$

 

$

116

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

Investment securities of government sponsored enterprises

 

$

 

$

 

$

46,315

 

$

18,194

 

$

64,509

 

Mortgage backed securities

 

7,930

 

697

 

4,820

 

316,489

 

329,936

 

Collateralized mortgage obligations

 

30,849

 

89,562

 

 

 

120,411

 

Corporate securities

 

 

2,024

 

 

 

2,024

 

Municipal securities

 

 

300

 

 

42,422

 

42,722

 

Total investment securities available for sale

 

$

38,779

 

$

92,583

 

$

51,135

 

$

377,105

 

$

559,602

 

 

The following table shows the gross unrealized losses and fair value of our investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2009 and December 31, 2008:

 

As of September 30, 2009

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

 

$

 

$

 

$

 

Collateralized mortgage obligation

 

 

 

 

 

 

 

Mortgage backed securities

 

58

 

 

 

 

58

 

 

Corporate securities

 

 

 

 

 

 

 

Municipal securities

 

10,462

 

(209

)

 

 

10,462

 

(209

)

 

 

$

10,520

 

$

(209

)

$

 

$

 

$

10,520

 

$

(209

)

 

As of December 31, 2008
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

2,642

 

$

(65

)

$

1,591

 

$

(17

)

$

4,233

 

$

(82

)

Mortgage backed securities

 

12,287

 

(300

)

536

 

(3

)

12,823

 

(303

)

Corporate securities

 

5,000

 

(49

)

1,953

 

(47

)

6,953

 

(96

)

Municipal securities

 

5,712

 

(157

)

 

 

5,712

 

(157

)

 

 

$

25,641

 

$

(571

)

$

4,080

 

$

(67

)

$

29,721

 

$

(638

)

 

As of September 30, 2009, the total unrealized losses less than 12 months old were $209,000 and there were no total unrealized losses more than 12 months old.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $10.5 million at September 30, 2009, and none with unrealized losses more than 12 months old.  As of December 31, 2008, the total unrealized losses less than 12 months old were $571,000 and total unrealized losses more than 12 months old were $67,000.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $25.6 million at December 31, 2008, and those with unrealized losses more than 12 months old were $4.1 million.

 

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Table of Contents

 

We evaluate securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the financial condition and near-term prospects of the issuer; the length of time and the extent to which the fair value has been less than the cost, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

 

Management determined that the unrealized losses did not meet the criteria for other-than-temporary impairment at September 30, 2009 because the investments are rated investment grade and there are no credit quality concerns of the issuer. The market value decline is deemed to be due to the current market volatility and is not reflective of management’s expectations of our ability to fully recover this investment. For these reasons, no other-than-temporary impairment was recognized on any of our investments at September 30, 2009.

 

Note 6.   Loans

 

The loans in the portfolio that we purchased in the Mirae Bank acquisition are covered by the FDIC loss-share agreement and such loans are referred to herein as “covered loans.”  All loans other than the covered loans are referred to herein as “non-covered loans.”  A summary of covered and non-covered loans is presented in the table below:

 

Covered & Non-Covered Loans

 

 

 

Amount (in thousands)

 

 

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

Non-covered loans:

 

 

 

 

 

 

 

Construction

 

$

44,586

 

$

43,180

 

$

43,161

 

Real estate secured

 

1,766,428

 

1,599,627

 

1,566,813

 

Commercial and industrial

 

348,910

 

389,217

 

407,381

 

Consumer

 

15,984

 

23,669

 

21,661

 

Total loans

 

2,175,908

 

2,055,693

 

2,039,016

 

Unearned Income

 

(5,276

)

(4,164

)

(4,688

)

Gross loans, net of unearned income

 

2,170,632

 

2,051,529

 

2,034,328

 

Allowance for losses on loans

 

(54,735

)

(29,437

)

(25,950

)

Net loans

 

$

2,115,897

 

$

2,022,092

 

$

2,008,378

 

 

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

Construction

 

$

494

 

$

 

$

 

Real estate secured

 

206,770

 

 

 

Commercial and industrial

 

66,829

 

 

 

Consumer

 

627

 

 

 

Total loans

 

$

274,720

 

$

 

$

 

 

 

 

 

 

 

 

 

Total loans:

 

 

 

 

 

 

 

Construction

 

$

45,080

 

$

43,180

 

$

43,161

 

Real estate secured

 

1,973,198

 

1,599,627

 

1,566,813

 

Commercial and industrial

 

415,739

 

389,217

 

407,381

 

Consumer

 

16,611

 

23,669

 

21,661

 

Total loans

 

2,450,628

 

2,055,693

 

2,039,016

 

Unearned Income

 

(5,276

)

(4,164

)

(4,688

)

Gross loans, net of unearned income

 

2,445,352

 

2,051,529

 

2,034,328

 

Allowance for losses on loans

 

(54,735

)

(29,437

)

(25,950

)

Net loans

 

$

2,390,617

 

$

2,022,092

 

$

2,008,378

 

 

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Table of Contents

 

In accordance with ASC 310-30 (formerly AICPA Statement of Position “SOP 03-3”, Accounting for Certain Loans or Debt Securities Acquired in a Transfer), the covered loans were divided into “SOP 03-3 Loans” and “Non-SOP 03-3 Loans”, of which SOP 03-3 loans are loans with evidence of deterioration of credit quality and that it was probable, at the time of acquisition, that the Bank will be unable to collect all contractually required payments receivable. In contrast, Non-SOP 03-3 loans are all other covered loans that do not qualify as SOP 03-3 loans. In addition, the covered loans are further categorized into four different loan pools by loan type: construction, commercial & industrial, real estate secured, and consumer. The covered loans at the acquisition date of June 26, 2009 are presented in the following table:

 

 

 

SOP 03-3 Loans

 

Non SOP 03-3 Loans

 

Total Covered Loans

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

Construction

 

$

494

 

$

 

$

494

 

Real estate secured

 

28,245

 

176,941

 

205,186

 

Commercial and industrial

 

4,458

 

74,639

 

79,097

 

Consumer

 

115

 

793

 

908

 

 

 

$

33,312

 

$

252,373

 

$

285,685

 

 

The following table represents the non SOP 03-3 loans receivable at the acquisition date of June 26, 2009. The amounts include principal only and do not reflect accrued interest as of the date of acquisition or beyond.

 

 

 

(In thousands)

 

Gross contractual loan principal payment receivable

 

$

280,454

 

Fair value adjustment

 

(28,081

)

Fair value of Non SOP 03-3

 

$

252,373

 

 

The Company applied the cost recovery method to loans subject to ASC 310-30 at the acquisition date of June 26, 2009 due to the uncertainty as to the timing of expected cash flows as reflected in the following table.

 

 

 

(In thousands)

 

Gross contractual loan principal payment receivable

 

$

280,454

 

Estimate of contractual principal not expected to be collected

 

(28,081

)

Fair value of Non SOP 03-3

 

$

252,373

 

 

Changes in the carrying amount of loans subject to ASC 310-30 were as follows for the quarter ended September 30, 2009:

 

 

 

(In thousands)

 

Carrying amount at the beginning of the period

 

$

32,189

 

Reductions during the period

 

(994

)

Carrying amount at the end of the period

 

$

31,195

 

 

Loans held for sale were $30.0 million, $18.4 million, and $10.2 million at September 30, 2009, December 31, 2008, and September 30, 2008, respectively.

 

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Table of Contents

 

The table below summarizes for the periods indicated, changes in the allowance for losses on loans arising from loans charged off, recoveries on loans previously charged off, additions to the allowance and certain ratios related to the allowance for losses on loans and loan commitments:

 

Allowance for Losses on Loans and Loan Commitments
(dollars in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Allowance for losses on loans:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

38,758

 

$

23,494

 

$

29,437

 

$

21,579

 

Actual charge-offs:

 

 

 

 

 

 

 

 

 

Real estate secured

 

1,888

 

204

 

2,736

 

247

 

Commercial and industrial

 

6,134

 

1,106

 

14,703

 

3,487

 

Consumer

 

191

 

203

 

649

 

807

 

Total charge-offs *

 

8,213

 

1,513

 

18,088

 

4,541

 

Recoveries on loans previously charged off:

 

 

 

 

 

 

 

 

 

Real estate secured

 

2

 

38

 

3

 

38

 

Commercial and industrial

 

189

 

74

 

495

 

1,758

 

Consumer

 

33

 

62

 

100

 

153

 

Total recoveries

 

224

 

174

 

598

 

1,949

 

Net loan charge-offs

 

7,989

 

1,339

 

17,490

 

2,592

 

Provision for losses on loans

 

23,966

 

3,795

 

42,788

 

6,963

 

Balances at end of period

 

$

54,735

 

$

25,950

 

$

54,735

 

$

25,950

 

 

 

 

 

 

 

 

 

 

 

Allowance for losses on loan commitments:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

1,221

 

$

1,630

 

$

1,243

 

$

1,998

 

Provision (credit) for losses on loan commitments

 

234

 

(395

)

212

 

(763

)

Balances at end of period

 

$

1,455

 

$

1,235

 

$

1,455

 

$

1,235

 

 

 

 

 

 

 

 

 

 

 

Ratios:

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average total loans

 

0.33

%

0.07

%

0.80

%

0.13

%

Allowance for losses on loans to total loans at period-end

 

2.24

%

1.28

%

2.24

%

1.28

%

Net loan charge-offs to allowance for losses on loans at period-end

 

14.60

%

5.16

%

31.95

%

9.99

%

Net loan charge-offs to provision for losses on loans and loan commitments

 

33.02

%

39.40

%

40.67

%

41.81

%

 


* Charge-off amount include net charge-offs of covered loans amounting to $529 thousand, which represents gross covered loan charge-offs of $1.9 million less FDIC receivable portion of $1.4 million.

  The provision amount includes net provisions for covered loans amounting to $529 thousand which represents gross covered loan provision of $1.9 million less FDIC receivable portion of $1.4 million.

 

The table below summarizes for the end of the periods indicated, the balance of our allowance for losses on loans and the percent of such loan balances for each loan type:

 

 

 

Distribution and Percentage Composition of Allowance for Loan Losses

 

 

 

(dollars in thousands)

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

Reserve Amount

 

Total Loans

 

(%)

 

Reserve Amount

 

Total Loans

 

(%)

 

Applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

281

 

$

45,080

 

0.62

%

$

190

 

$

43,180

 

0.44

%

Real estate secured

 

29,206

 

1,973,198

 

1.48

%

11,628

 

1,599,627

 

0.73

%

Commercial and industrial

 

25,032

 

415,739

 

6.02

%

17,209

 

389,217

 

4.44

%

Consumer

 

216

 

16,611

 

1.30

%

410

 

23,669

 

1.73

%

Total allowance

 

$

54,735

 

$

2,450,628

 

2.24

%

$

29,437

 

$

2,055,693

 

1.43

%

 

The allowance for loan losses is comprised of specific loss allowances for impaired loans and general loan loss allowances based on quantitative and qualitative analyses.

 

A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. At September 30, 2009, our recorded impaired loans totaled $137.1 million, of which $73.2 million had specific reserves of $15.9 million. At December 31, 2008, our recorded impaired loans totaled $28.0 million, of which $16.1 million had specific reserves of $6.2 million.

 

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Table of Contents

 

On a quarterly basis, we utilize a classification migration model and individual loan impairment as starting points for determining the adequacy of our allowance for losses on loans. Our loss migration analysis tracks a certain number of quarters of loan loss history to determine historical losses by classification category for each loan type, except for certain loans (automobile, mortgage and credit scored based business loans), which are analyzed as homogeneous loan pools. These calculated loss factors are then applied to outstanding loan balances.  Based on a Company defined utilization rate of exposure for unused off-balance sheet loan commitments, such as letters of credit, we record a reserve for loan commitments.

 

Note 7.   Shareholders’ Equity

 

(Loss)/Earnings per Share

 

Basic earnings per share (“EPS”) excludes dilution and is calculated by dividing income available to common shareholders 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 in the issuance of common stock that would then share in the earnings of the Company. The following table provides the basic and diluted EPS computations for the periods indicated below:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands, except per share data)

 

2009

 

2008

 

2009

 

2008

 

Numerator:

 

 

 

 

 

 

 

 

 

Net (loss) income available to common shareholders

 

$

(1,657

)

$

6,868

 

$

13,330

 

$

21,347

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share:

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

29,413,757

 

29,397,182

 

29,413,757

 

29,355,231

 

Effect of dilutive stock option

 

 

111,321

 

7,989

 

46,981

 

Denominator for diluted earnings per share:

 

 

 

 

 

 

 

 

 

Dilutive weighted-average shares outstanding

 

29,413,757

 

29,508,503

 

29,422,528

 

29,402,212

 

 

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per share

 

$

(0.06

)

$

0.23

 

$

0.45

 

$

0.73

 

Diluted (loss) earnings per share

 

$

(0.06

)

$

0.23

 

$

0.45

 

$

0.73

 

 

Note 8.   Business Segment Information

 

The following disclosure about segments of the Company is made in accordance with the requirements of ASC 280 (formerly SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information).  The Company segregates its operations into three primary segments:  banking operations, SBA lending services and trade finance department (“TFD”).  The Company determines the operating results of each segment based on an internal management system that allocates certain expenses to each segment.

 

Banking Operations - The Company raises funds from deposits and borrowings for loans and investments, and provides lending products, including commercial, consumer and real estate loans to its customers.

 

Small Business Administration Lending Services - The SBA department mainly provides customers with access to the U.S. SBA guaranteed lending program.

 

Trade Finance Services - The trade finance department allows the Company’s import/export customers to handle their international transactions.  Trade finance products include, among others, the issuance and collection of letters of credit, international collection, and import/export financing.

 

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Table of Contents

 

The following are the results of operations of the Company’s segments for the periods indicated below:

 

 

 

Three Months Ended September 30, 2009

 

Three Months Ended September 30, 2008

 

(dollars in thousands)

 

Banking

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

Business Segment

 

Operations

 

TFD

 

SBA

 

Company

 

Operations

 

TFD

 

SBA

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

25,904

 

$

467

 

$

3,042

 

$

29,413

 

$

18,116

 

$

577

 

$

2,721

 

$

21,414

 

Less provision (recapture) for credit losses

 

18,021

 

3,999

 

2,180

 

24,200

 

2,239

 

595

 

566

 

3,400

 

Non-interest (loss) income

 

5,158

 

(86

)

2,328

 

7,400

 

4,070

 

312

 

963

 

5,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue (loss)

 

13,041

 

(3,618

)

3,190

 

12,613

 

19,947

 

294

 

3,118

 

23,359

 

Non-interest expenses

 

14,128

 

118

 

575

 

14,821

 

11,148

 

293

 

866

 

12,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

(1,087

)

$

(3,736

)

$

2,615

 

$

(2,208

)

$

8,799

 

$

1

 

$

2,252

 

$

11,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business segment assets

 

$

3,136,284

 

$

51,205

 

$

190,074

 

$

3,377,563

 

$

2,181,042

 

$

49,825

 

$

156,268

 

$

2,387,135

 

 

 

 

Nine Months Ended September 30, 2009

 

Nine Months Ended September 30, 2008

 

 

 

Banking

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

(dollars in thousands)

 

Operations

 

TFD

 

SBA

 

Company

 

Operations

 

TFD

 

SBA

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

61,172

 

$

1,327

 

$

7,559

 

$

70,058

 

$

50,725

 

$

1,714

 

$

9,052

 

$

61,491

 

Less provision (recapture) for loan losses

 

31,074

 

6,761

 

5,165

 

43,000

 

2,819

 

(692

)

4,073

 

6,200

 

Non-interest (loss) income

 

35,024

 

841

 

3,862

 

39,727

 

11,519

 

853

 

3,733

 

16,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue (loss)

 

65,122

 

(4,593

)

6,256

 

66,785

 

59,425

 

3,259

 

8,712

 

71,396

 

Non-interest expenses

 

38,247

 

1,064

 

1,573

 

40,884

 

33,541

 

801

 

2,743

 

37,085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

26,875

 

$

(5,657

)

$

4,683

 

$

25,901

 

$

25,884

 

$

2,458

 

$

5,969

 

$

34,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business segment assets

 

$

3,136,284

 

$

51,205

 

$

190,074

 

$

3,377,563

 

$

2,181,042

 

$

49,825

 

$

156,268

 

$

2,387,135

 

 

Note 9.   Commitments and Contingencies

 

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.  These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.  Our exposure to credit loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to customers.  We evaluate each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty.  The types of collateral that we hold varies, but may include accounts receivable, inventory, property, plant, and equipment and income-producing properties.  Commitments at September 30, 2009 are summarized as follows:

 

(dollars in thousands)

 

September 30, 2009

 

December 31, 2008

 

 

 

 

 

 

 

Commitments to extend credit

 

$

219,901

 

$

153,441

 

 

 

 

 

 

 

Standby letters of credit

 

12,952

 

12,700

 

 

 

 

 

 

 

Commercial letters of credit

 

13,298

 

15,133

 

 

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Table of Contents

 

In the normal course of business, we are involved in various legal claims.  We have reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the outcome of the claims.  We do not believe the final disposition of all such claims will have a material adverse effect on our financial position or results of operations.

 

Note 10. Recent Accounting Pronouncements

 

In December 2008, the FASB issued ASC 715-20 (formerly FSP SFAS No.132R-1, Employer’s Disclosures about Postretirement Benefit Plan Asset), which amends SFAS No. 132R, Employer’s Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on employers’ disclosures about plan assets of a defined benefit pension or other postretirement plan. The objectives of the disclosures are to provide users of financial statements with an understanding of the plan investment policies and strategies regarding investment allocation, major categories of plan assets, use of fair valuation inputs and techniques, effect of fair value measurements using significant unobservable inputs (i.e., level 3 inputs), and significant concentrations of risk within plan assets. ASC 715-20 is effective for financial statements issued for fiscal years beginning after December 15, 2009, with early adoption permitted. This FSP does not require comparative disclosures for earlier periods. We are in the process of evaluating the impact that the adoption of ASC 715-20 will have on our consolidated financial statements.

 

In April 2009, the FASB issued ASC 820-10-65-4 (formerly FSP SFAS No.157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance for estimating fair value in accordance with ASC 820, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. As some constituents indicated that SFAS No. 157 and FSP SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, did not provide sufficient guidance on how to determine whether a market for a financial asset that historically was active is no longer active and whether a transaction is not orderly. Therefore, this ASC 820-10-65-4 includes guidance on identifying circumstances that indicate a transaction is not orderly. We adopted ASC 820-10-65-4 in the second quarter of 2009 and the adoption did not have a material impact on our consolidated financial statements.

 

In April 2009, the FASB issued ASC 320-10 (Formerly FSP SFAS No.115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments), which amends the other-than-temporary impairment (“OTTI”) guidance in the U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. This ASC 320-10 does not amend existing recognition and measurement guidance related to OTTI of equity securities. This issuance also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. ASC 320-10 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of ASC 320-10 did not have a material impact on our consolidated financial statements.

 

In April 2009, the FASB issued ASC Topic 825 (formerly FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments), which amends SFAS No. 107, Disclosure about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  This ASC 825 also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. ASC Topic 825 is effective for interim and annual reporting periods ending after June 15, 2009. If a reporting entity elects to adopt early either FSP SFAS No. 157-4 or FSP SFAS No. 115-2 and SFAS No. 124-2, the reporting entity also is required to adopt early this ASC Topic 825. However, this does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, Topic 825 requires comparative disclosures only for periods ending after initial adoption. The adoption of ASC Topic 825 did not have a material impact on our consolidated financial statements.

 

In May 2009, the FASB issued new authoritative guidance under ASC Topic 855 (formerly Statement No. 165) “Subsequent Events,” to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC Topic 855 is to be applied to the accounting for and disclosure of subsequent events, and is applied to both interim and annual financial statements. This statement does not apply to subsequent events or transactions that are within the scope of other applicable GAAP that provide different guidance on the accounting treatment for subsequent events or transactions. ASC Topic 855 is effective for interim or annual financial periods ending after June 15, 2009. Events that occurred subsequent to September 30, 2009 have been evaluated by the Company’s management in accordance with ASC 855 through the time of filing this report on November 9, 2009. The adoption of ASC Topic 855 did not have a material impact on our consolidated financial statements.

 

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Table of Contents

 

In June 2009, the FASB issued new authoritative guidance under ASC Topic 860 (formerly Statement No. 166) “Transfers and Servicing.”  This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. ASC Topic 860 addresses (1) practices that have developed since the issuance of SFAS No. 140 that are not consistent with the original intent and key requirements of that statement, and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. ASC Topic 860 is effective at the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual periods thereafter. Early adoption is prohibited. This statement must be applied to transfers occurring on or after the effective date. However, the disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date. Additionally, on and after the effective date, the concept of qualifying special-purpose entity (“SPE”) is no longer relevant for accounting purposes. Therefore, formerly qualifying SPEs, as defined under previous accounting standards, should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. We are in the process of evaluating the impact that the adoption of ASC Topic 860 will have on our consolidated financial statements.

 

In June 2009, the FASB issued new authoritative guidance under SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS 167). Under FASB’s Codification at ASC 105-10-65-1d, SFAS 167 will remain authoritative until integrated into the FASB Codification. SFAS 167 amends FIN 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. SFAS 167 will be effective January 1, 2010 and we are in the process of evaluating the impact that the adoption of SFAS No. 166 will have on our consolidated financial statements.

 

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162, which is now codified in FASB ASC 105, The Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.  ASC 105 is effective for interim and annual financial statements issued after September 15, 2009.  The adoption of ASC 105 did not have a material impact on our consolidated financial statements.

 

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05 Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASU 2009-05”) which provides guidance on measuring the fair value of liabilities under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASU 2009-05 clarifies that the unadjusted quoted price for an identical liability, when traded as an asset in an active market is a Level 1 measurement for the liability and provides guidance on the valuation techniques to estimate fair value of a liability in the absence of a Level 1 measurement. ASU 2009-05 is effective for the first interim or annual reporting period beginning after its issuance. The adoption of ASU 2009-05 did not have a material effect on our consolidated financial statements.

 

In September 2009, ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),”was issued.  The issuance allows a company to measure the fair value of an investment that has no readily determinable fair market value on the basis of the investee’s net asset value per share as provided by the investee. This allowance assumes that the investee has calculated net asset value in accordance with the GAAP measurement principles of Topic 946 as of the reporting entity’s measurement date.  Examples of such investments include investments in hedge funds, private equity funds, real estate funds and venture capital funds. The update also provides guidance on how the investment should be classified within the fair value hierarchy based on the value for which the investment can be redeemed.  The amendment is effective for interim and annual periods ending after December 15, 2009 with early adoption permitted.  The Company does not have investments in such entities and, consequently, there will be no impact to our financial statements.

 

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

 

This discussion presents management’s analysis of our results of operations for the three and nine months ended September 30, 2009 and 2008, financial condition as of September 30, 2009 and December 31, 2008, and includes the statistical disclosures required by the Securities and Exchange Commission Guide 3 (“Statistical Disclosure by Bank Holding Companies”).  The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

 

Statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations, intentions, beliefs, or strategies regarding the future.  Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” and “outlook,” and similar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them.  Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document.  All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.  It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed under the section entitled “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2008, including the following:

 

·                  If a significant number of clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.

 

·                  Increases in our allowance for loan losses could materially affect our earnings adversely.

 

·                  Banking organizations are subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

 

·                  Liquidity risk could impair our ability to fund operations, meet our obligations as they become due and jeopardize our financial condition.

 

·                  The profitability of Wilshire Bancorp will be dependent on the profitability of the Bank.

 

·                  Wilshire Bancorp relies heavily on the payment of dividends from the Bank.

 

·                  The holders of debentures and Series A Preferred Stock have rights that are senior to those of our common shareholders.

 

·                  Adverse changes in domestic or global economic conditions, especially in California, could have a material adverse effect on our business, growth, and profitability.

 

·                  Recent negative developments in the financial industry and U.S. and global credit markets may affect our operations and results.

 

·                  Governmental responses to recent market disruptions may be inadequate and may have unintended consequences.

 

·                  Our operations may require us to raise additional capital in the future, but that capital may not be available or may not be on terms acceptable to us when it is needed.

 

·                  The short-term and long-term impact of the new Basel II capital standards and the forthcoming new capital rules to be proposed for non-Basel II U.S. banks is uncertain.

 

·                  Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.

 

·                  Significant reliance on loans secured by real estate may increase our vulnerability to downturns in the California real estate market and other variables impacting the value of real estate.

 

·                  If we fail to retain our key employees, our growth and profitability could be adversely affected.

 

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·                  We may be unable to manage future growth.

 

·                  Our expenses will increase as a result of increases in FDIC insurance premiums.

 

·                  We could be liable for breaches of security in our online banking services.  Fear of security breaches could limit the growth of our online services.

 

·                  Our directors and executive officers beneficially own a significant portion of our outstanding common stock.

 

·                  The market for our common stock is limited, and potentially subject to volatile changes in price.

 

·                  We may experience goodwill impairment.

 

·                  We face substantial competition in our primary market area.

 

·                  Anti-takeover provisions of our charter documents may have the effect of delaying or preventing changes in control or management.

 

·                  We are subject to significant government regulation and legislation that increase the cost of doing business and inhibits our ability to compete.

 

·                  As participants in the United States Department of the Treasury’s Capital Purchase Program, we are subject to additional regulations and legislation that may not be applicable to other financial institution competitors.

 

·                  Our failure to meet the challenges involved in successfully integrating the acquired Mirae assets with ours or otherwise to realize any of the anticipated benefits of the acquisition could harm the results of operations of our combined organization.  The integration of the business of two banks can be a complex, time-consuming and expensive process that, without proper planning and implementation, could disrupt our business.  The challenges involved in this integration include the following:

 

·                  Demonstrating to the customers of Mirae and the customers of Wilshire State Bank that the acquisition will not result in adverse changes in client service standards or business focus and helping customers conduct business easily with the combined banks;

 

·                  Consolidating and rationalizing corporate information technology and administrative infrastructures;

 

·                  Coordinating sales and marketing efforts and strategies to effectively communicate the capabilities of the combined organization, especially to former Mirae customers;

 

·                  Persuading employees that the business cultures of Wilshire State Bank and the former Mirae are compatible, maintaining employee morale and retaining key employees; and

 

·                  Managing a complex integration process.

 

·                  We could be negatively impacted by downturns in the South Korean economy.

 

·                  Additional shares of our common stock issued in the future could have a dilutive effect.

 

·                  Shares of our preferred stock previously issued and preferred stock issued in the future could have dilutive and other effects.

 

These factors and the risk factors referred to in our Annual Report on Form 10-K for the year ended December 31, 2008 could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements.  Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for us to predict which will arise.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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Table of Contents

 

Acquisition

 

On June 26, 2009, we acquired the banking operations of Mirae from the FDIC.  We acquired approximately $395.6 million of assets and assumed $374.0 million of liabilities. We also entered into loss sharing agreements with the FDIC in connection with the Mirae acquisition.  Under the loss sharing agreements, the FDIC will share in the losses on assets covered under the agreements, which generally include loans acquired from Mirae and foreclosed loan collateral existing at June 26, 2009.  With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses.  On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses.  The loss sharing agreements are subject to our compliance with servicing procedures and satisfying certain other conditions specified in the agreements with the FDIC.  The term for the FDIC’s loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years for losses and eight years for loss recoveries.

 

The Mirae acquisition was accounted for under the purchase method of accounting in accordance to ASC 805 (formerly SFAS No. 141R). The Company recorded a SFAS No. 141R bargain purchase gain totaling $21.7 million resulting from the acquisition, which is a component of noninterest income on our statement of income. The amount of the gain is equal to the amount by which the fair value of assets purchased exceeded the fair value of liabilities assumed (see note 3 of our Consolidated Financial Statements).

 

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Table of Contents

 

Selected Financial Data

 

The following table presents selected historical financial information as of September 30, 2009, December 31, 2008, and September 30, 2008 and for the three and nine months ended September 30, 2009 and 2008.  In the opinion of management, the information presented reflects all adjustments considered necessary for a fair presentation of the results of such periods.  The operating results for the interim periods are not necessarily indicative of our future operating results.

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 

(Dollars in thousands, except per share data)

 

 

 

2009

 

2008

 

2009

 

2008

 

(Loss)/Net income available to common shareholders

 

$

(1,657

)

$

6,868

 

$

13,330

 

$

21,347

 

Net (loss) income per common share, basic

 

(0.06

)

0.23

 

0.45

 

0.73

 

Net (loss) income per common share, diluted

 

(0.06

)

0.23

 

0.45

 

0.73

 

Net interest income before provision for loan losses and off-balance sheet commitments

 

29,413

 

21,414

 

70,058

 

61,491

 

 

 

 

 

 

 

 

 

 

 

Average balances:

 

 

 

 

 

 

 

 

 

Assets

 

3,298,238

 

2,381,999

 

2,840,993

 

2,299,152

 

Cash and cash equivalents

 

262,321

 

79,748

 

189,314

 

77,218

 

Investment securities

 

488,704

 

228,825

 

367,260

 

226,727

 

Net loans

 

2,393,513

 

1,979,435

 

2,162,801

 

1,906,985

 

Total deposits

 

2,547,303

 

1,774,451

 

2,129,473

 

1,735,283

 

Shareholders’ equity

 

276,770

 

186,332

 

266,157

 

181,222

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

Annualized return on average assets

 

(0.09

)%

1.15

%

0.75

%

1.24

%

Annualized return on average equity

 

(1.09

)%

14.74

%

8.04

%

15.71

%

Net interest margin

 

3.87

%

3.87

%

3.55

%

3.82

%

Efficiency ratio

 

40.26

%

45.99

%

37.24

%

47.79

%

Capital Ratios:

 

 

 

 

 

 

 

 

 

Tier 1 capital to adjusted total assets

 

10.03

%

10.19

%

 

 

 

 

Tier 1 capital to risk-weighted assets

 

14.29

%

11.68

%

 

 

 

 

Total capital to risk-weighted assets

 

15.82

%

14.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

 

 

Period-end balances as of:

 

 

 

 

 

 

 

 

 

Total assets

 

$

3,377,563

 

$

2,450,011

 

$

2,387,135

 

 

 

Investment securities

 

559,718

 

229,275

 

228,100

 

 

 

Total loans, net of unearned income and allowance for loan losses

 

2,445,352

 

2,051,528

 

2,034,328

 

 

 

Total deposits

 

2,672,102

 

1,812,601

 

1,787,763

 

 

 

Junior subordinated debentures

 

87,321

 

87,321

 

87,321

 

 

 

FHLB borrowings

 

322,000

 

260,000

 

300,000

 

 

 

Shareholders’ equity

 

272,487

 

255,060

 

187,879

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Quality Ratios:

 

 

 

 

 

 

 

 

 

(net of SBA guaranteed portion)

 

 

 

 

 

 

 

 

 

Net charge-off to average total loans for the quarter

 

0.33

%

2.60

%

0.07

%

 

 

Non-performing loans to total loans

 

3.20

%

0.76

%

0.67

%

 

 

Non-performing assets to total loans and other real estate owned

 

6.15

%

0.89

%

0.75

%

 

 

Allowance for loan losses to total loans

 

2.24

%

1.43

%

1.28

%

 

 

Allowance for loan losses to non-performing loans

 

70.02

%

189.27

%

189.01

%

 

 

 

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Table of Contents

 

Executive Overview

 

We operate a community bank engaged in the commercial banking business, with our primary market encompassing the multi-ethnic population of the Los Angeles metropolitan area.  Our full-service offices are located primarily in areas where a majority of the businesses are owned by diversified ethnic groups.

 

We have also expanded and diversified our business with the focus on our commercial and consumer lending divisions. Over the past several years, our network of branches and loan production offices has been expanded geographically. Pursuant to the acquisition on June 26, 2009, five commercial banking branches, operated by Mirae and located within the southern California, were integrated into our branch network following the acquisition.  In the third quarter an additional branch in Fort Worth, Texas was also opened.  In addition, we also have five loan production offices in Aurora, Colorado (the Denver area); Atlanta, Georgia; Dallas, Texas; Houston, Texas; and Annandale, Virginia.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements.  Actual results may differ from these estimates under different assumptions or conditions.

 

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. We have identified several accounting policies that, due to judgments, estimates and assumptions inherent in those policies are critical to an understanding of our consolidated financial statements. These policies relate to the classification and valuation of investment securities, the methodologies that determine our allowance for losses on loans, the treatment of non-accrual loans, the valuation of retained interests and servicing assets related to the sales of SBA loans, and the accounting for income tax provisions and the uncertainty in income taxes. In each area, we have identified the variables most important in the estimation process. We believe that we have used the best information available to make the estimates necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuation and could have an impact on our net income.

 

Our significant accounting policies are described in greater detail in our 2008 Annual Report on Form 10-K in the “Critical Accounting Policies” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 to the Consolidated Financial Statements (“Summary of Significant Accounting Policies”) of this report, which are essential to understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. There has been no material modification to these policies during the quarter ended September 30, 2009.

 

Results of Operations

 

Net Interest Income and Net Interest Margin

 

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.  Our 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 our loans are affected principally by 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 Board (“FRB”).

 

Net interest income before provision for losses on loans and loan commitments increased by $8.0 million or 37.4% to $29.4 million in the third quarter of 2009 compared to $21.4 million in the third quarter of 2008.  Net interest margin of 3.87% in the third quarter of 2009 was unchanged from the third quarter of 2008.  The increase in net interest income was primarily due to a corresponding increase in interest income while interest expense decreased slightly.

 

Interest income increased by $7.5 million, or 20.0%, to $45.1 million in third quarter of 2009 compared to $37.6 million in the third quarter of 2008.  The increase in interest income was primarily due to higher average balances in our loan portfolio and in our US government agency securities portfolio, and the accretion of discounted loans.  Average loan balances increased by $414.1 million to $2.4 billion in the third quarter of 2009, compared to

 

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Table of Contents

 

$2.0 billion in the third quarter of 2008.  This increase was primarily due to loans acquired from the Mirae on June 26, 2009.  Average balances in our US government agency securities increased by $235.7 million to $450.1 million in the third quarter of 2009 compared to $214.4 million in the third quarter of 2008.  Increases in the aforementioned average balances compensated for a 44 basis point decrease in average yield in our loan portfolio and a 95 basis point decrease in average yield in our US government agency securities portfolio.  The decrease in the weighted average yields on our interest earning assets is consistent with the reduction of 175 basis points in the federal funds rate during the fourth quarter of 2008.

 

Interest expense decreased by $471,000, or 2.9%, to $15.7 million in the third quarter of 2009 compared to $16.2 million in the third quarter of 2008.  The average balances of our interest bearing liabilities increased by $755.8 million to $2.6 billion in the third quarter of 2009 compared to $1.9 billion in the third quarter of 2008.  This increase in average balances was offset by a 107 basis point reduction in the weighted average yield which is consistent with the reduction of 175 basis points in the federal funds rate during the fourth quarter of 2008.

 

Net interest income before provision for losses on loans and loan commitments increased by $8.6 million, or 13.9%, to $70.1 million in the first nine months of 2009 compared to $61.5 million in the same period a year earlier.  Net interest margin decreased by 28 basis points to 3.55% in the first nine months of 2009 compared to 3.83% in the same period a year earlier.  The increase in net interest income was primarily due to a corresponding decrease in interest expense while interest income increased slightly.

 

Interest expense decreased by $7.1 million, or 13.9%, to $43.7 million in the first nine months of 2009 compared to $50.7 million in the same period a year earlier.  The decrease in interest expense was due to a reduction of 118 basis points in the weighted average yield of our interest bearing liabilities.  The decrease in the weighted average yield was due to repricing of the related interest bearing deposits at lower rates, which offset an increase of $450.0 million in the related average balances.

 

Interest income rose slightly by $1.5 million, or 1.4 %, to $113.7 million in the first nine months of 2009 compared to $112.2 million in the same period a year earlier.  While average balances increased by $506.6 million to $2.7 billion in the first nine months of 2009 compared to $2.1 billion in the same period a year earlier, the weighted average yield decreased by 124 basis points, which is consistent with the reduction of 175 basis points in the federal funds rate during the fourth quarter of 2008.

 

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The following table sets forth, for the periods indicated, our average balances of assets, liabilities and shareholders’ equity, in addition to the major components of net interest income and net interest margin:

 

Distribution, Yield and Rate Analysis of Net Interest Income

(dollars in thousands)

 

 

 

For the Quarter Ended September 30,

 

 

 

2009

 

2008

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans(1)

 

$

2,393,513

 

$

39,388

 

6.58%

 

$

1,979,435

 

$

34,719

 

7.02%

 

Investment securities government sponsored agencies

 

450,116

 

4,460

 

3.96%

 

214,400

 

2,629

 

4.91%

 

Other investment securities(2)

 

38,588

 

416

 

6.47%

 

14,425

 

169

 

4.69%

 

Interest on federal funds sold

 

180,490

 

844

 

1.87%

 

11,485

 

63

 

2.19%

 

Total interest-earning assets

 

3,062,707

 

45,108

 

5.92%

 

2,219,745

 

37,580

 

6.77%

 

Cash and due from banks

 

81,831

 

 

 

 

 

68,263

 

 

 

 

 

Other assets

 

153,700

 

 

 

 

 

93,991

 

 

 

 

 

Total assets

 

$

3,298,238

 

 

 

 

 

$

2,381,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

677,234

 

$

4,075

 

2.41%

 

$

439,080

 

$

3,520

 

3.21%

 

Super NOW deposits

 

21,481

 

50

 

0.93%

 

21,144

 

72

 

1.36%

 

Savings deposits

 

62,090

 

527

 

3.39%

 

41,273

 

359

 

3.48%

 

Time certificates of deposit in denominations of $100,000 or more

 

984,521

 

5,611

 

2.28%

 

770,812

 

6,702

 

3.48%

 

Other time deposits

 

427,234

 

2,731

 

2.56%

 

197,044

 

1,816

 

3.69%

 

FHLB advances and other borrowings

 

362,208

 

1,982

 

2.19%

 

309,576

 

2,570

 

3.32%

 

Junior subordinated debenture

 

87,321

 

719

 

3.30%

 

87,321

 

1,127

 

5.16%

 

Total interest-bearing liabilities

 

2,622,089

 

15,695

 

2.40%

 

1,866,250

 

16,166

 

3.46%

 

Non-interest-bearing deposits

 

374,743

 

 

 

 

 

305,098

 

 

 

 

 

Total deposits and other borrowings

 

2,996,832

 

 

 

 

 

2,171,348

 

 

 

 

 

Other liabilities

 

24,636

 

 

 

 

 

24,319

 

 

 

 

 

Shareholders’ equity

 

276,770

 

 

 

 

 

186,332

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,298,238

 

 

 

 

 

$

2,381,999

 

 

 

 

 

Net interest income

 

 

 

$

29,413

 

 

 

 

 

$

21,414

 

 

 

Net interest spread(3)

 

 

 

 

 

3.52%

 

 

 

 

 

3.31%

 

Net interest margin(4)

 

 

 

 

 

3.87%

 

 

 

 

 

3.87%

 

 


(1)          Net loan fees have been included in the calculation of interest income. Loan fees were approximately $918,000 and $912,000 for the quarters ended September 30, 2009 and 2008, respectively. Loans are net of the allowance for losses on loans, deferred fees, unearned income and related direct costs, but include those loans placed on non-accrual status.

(2)          Interest income on a tax equivalent basis for tax-advantaged income of $209,000 and $39,000 for the three months ended September 30, 2009 and 2008, respectively, were not included in the computation of yields.

(3)          Represents the average rate 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.

 

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Table of Contents

 

Distribution, Yield and Rate Analysis of Net Interest Income

(dollars in thousands)

 

 

 

For the Nine Months Ended September 30,

 

 

 

2009

 

2008

 

 

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Average
Balance

 

Interest
Income/
Expense

 

Annualized
Average
Rate/Yield

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans(1)

 

$

2,162,801

 

$

100,818

 

6.22%

 

$

1,906,985

 

$

104,014

 

7.27%

 

Investment securities government sponsored agencies

 

334,474

 

9,938

 

3.96%

 

210,905

 

7,475

 

4.73%

 

Other investment securities(2)

 

32,786

 

1,073

 

6.27%

 

15,822

 

546

 

4.60%

 

Interest on federal funds sold

 

120,249

 

1,910

 

2.12%

 

9,966

 

192

 

2.57%

 

Total interest-earning assets

 

2,650,310

 

113,739

 

5.75%

 

2,143,678

 

112,227

 

6.98%

 

Cash and due from banks

 

69,065

 

 

 

 

 

67,252

 

 

 

 

 

Other assets

 

121,618

 

 

 

 

 

88,222

 

 

 

 

 

Total assets

 

$

2,840,993

 

 

 

 

 

$

2,299,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

493,160

 

$

9,181

 

2.48%

 

$

409,726

 

$

10,243

 

3.33%

 

Super NOW deposits

 

20,066

 

141

 

0.94%

 

22,062

 

227

 

1.37%

 

Savings deposits

 

51,347

 

1,364

 

3.54%

 

36,646

 

907

 

3.30%

 

Time certificates of deposit in denominations of $100,000 or more

 

972,176

 

19,031

 

2.61%

 

784,790

 

23,222

 

3.95%

 

Other time deposits

 

277,684

 

6,235

 

2.99%

 

178,342

 

5,472

 

4.09%

 

FHLB advances and other borrowings

 

336,944

 

5,262

 

2.08%

 

269,818

 

6,969

 

3.44%

 

Junior subordinated debenture

 

87,321

 

2,467

 

3.77%

 

87,321

 

3,696

 

5.64%

 

Total interest-bearing liabilities

 

2,238,698

 

43,681

 

2.60%

 

1,788,705

 

50,736

 

3.78%

 

Non-interest-bearing deposits

 

315,040

 

 

 

 

 

303,717

 

 

 

 

 

Total deposits and other borrowings

 

2,553,738

 

 

 

 

 

2,092,422

 

 

 

 

 

Other liabilities

 

21,098

 

 

 

 

 

25,608

 

 

 

 

 

Shareholders’ equity

 

266,157

 

 

 

 

 

181,122

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,840,993

 

 

 

 

 

$

2,299,152

 

 

 

 

 

Net interest income

 

 

 

$

70,058

 

 

 

 

 

$

61,491

 

 

 

Net interest spread(3)

 

 

 

 

 

3.15%

 

 

 

 

 

3.20%

 

Net interest margin(4)

 

 

 

 

 

3.55%

 

 

 

 

 

3.82%

 

 


(1)          Net loan fees have been included in the calculation of interest income. Loan fees were approximately $2,010,000 and $3,381,000 for the nine months ended September 30, 2009 and 2008, respectively. Loans are net of the allowance for losses on loans, deferred fees, unearned income and related direct costs, but include those loans placed on non-accrual status.

(2)          Interest income on a tax equivalent basis for tax-advantaged income of $469,000 and $122,000 for the nine months ended September 30, 2009 and 2008, respectively, were not included in the computation of yields.

(3)          Represents the average rate 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.

 

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Table of Contents

 

The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for interest-earning assets and interest-bearing liabilities, respectively, and the amount of change attributable to changes in average daily balances (volume) or changes in average daily interest rates (rate). All yields were calculated without the consideration of tax effects, if any, and the variances attributable to both the volume and rate changes have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the changes in each:

 

Rate/Volume Analysis of Net Interest Income
(dollars in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2009 vs. 2008

 

2009 vs. 2008

 

 

 

Increase (Decrease) Due to Change In

 

Increase (Decrease) Due to Change In

 

 

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Total

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

6,916

 

$

(2,246

)

$

4,670

 

$

12,980

 

$

(16,177

)

$

(3,197

)

Securities of U.S. government agencies

 

2,418

 

(587

)

1,831

 

3,825

 

(1,362

)

2,463

 

Other investment securities

 

262

 

(15

)

247

 

556

 

(29

)

527

 

Interest on federal fund sold

 

791

 

(10

)

781

 

1,757

 

(39

)

1,718

 

Total interest income

 

10,387

 

(2,858

)

7,529

 

19,118

 

(17,607

)

1,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

1,583

 

(1,028

)

555

 

1,849

 

(2,911

)

(1,062

)

Super NOW deposits

 

1

 

(23

)

(22

)

(19

)

(67

)

(86

)

Savings deposits

 

178

 

(10

)

168

 

387

 

70

 

457

 

Time certificates of deposit in denominations of $100,000 or more

 

1,573

 

(2,664

)

(1,091

)

4,768

 

(8,959

)

(4,191

)

Other time deposits

 

1,606

 

(691

)

915

 

2,496

 

(1,733

)

763

 

FHLB advances and other borrowings

 

387

 

(975

)

(588

)

1,469

 

(3,177

)

(1,708

)

Junior subordinated debenture

 

 

(407

)

(407

)

 

(1,229

)

(1,229

)

Total interest expense

 

5,328

 

(5,798

)

(470

)

10,950

 

(18,006

)

(7,056

)

Change in net interest income

 

$

5,059

 

$

2,940

 

$

7,999

 

$

8,168

 

$

399

 

$

8,567

 

 


(1)          Net loan fees have been included in the calculation of interest income.  Loan fees were approximately $$918,000 and $1,757,000 for the quarters ended September 30, 2009 and 2008, respectively, and approximately $2,010,000 and $3,381,000 for the nine months ended September 30, 2009 and 2008, respectively.  Net loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include those loans placed on non-accrual status.

 

Provision for Losses on Loans and Loan Commitments

 

Given the credit risk inherent in our lending business, we set aside allowances through charges to earnings.  Such 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 credited to allowance for losses on loans, whereas charges for off-balance sheet items are credited to reserve for off-balance sheet items, which is presented as a component of other liabilities.

 

Although we continue to enhance our loan underwriting standards and maintain proactive credit follow-up procedures, we experienced a deterioration of credit quality in our loan portfolio throughout 2009 because of the weak economy and the decline in the real estate market. We recorded a provision for losses on loans and loan commitments of $24.2 million in the third quarter of 2009, as compared with a provision of $3.4 million for the prior year’s same quarter.  The provision for loan and off-balance sheet losses in the first nine months of 2009 was $43.0 million, as compared to $6.2 million in the first nine months of 2008. The increase in the provision for losses on loans and loan commitments was primarily to keep pace with the continued growth of our loan portfolio and an increase of non-performing loans (see “Financial Condition - Nonperforming Assets” below for further discussion). The $24.2 million provision in the third quarter of 2008 was net of recoveries of $224,000. Our procedures for monitoring the adequacy of the allowance for losses on loans and loan commitments, as well as detailed information concerning the allowance itself, are described in the section entitled “Allowance for Losses on Loans and Loan Commitments” below.  Losses on Mirae loans purchased from the FDIC are partially reimbursable to us under the loss-sharing agreements with the FDIC.

 

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Table of Contents

 

Non-interest Income

 

Total non-interest income increased to $7.4 million in the third quarter of 2009, as compared with $5.3 million in the same quarter a year ago. Non-interest income as a percentage of average assets was 0.22% for the third quarters of both 2009 and 2008. The increase in volume of our non-interest income was primarily caused by increases loan-related services fees and gain on sale of loans.

 

The following table sets forth the various components of our non-interest income for the periods indicated:

 

Non-interest Income
(dollars in thousands)

 

 

 

2009

 

2008

 

For Three Months Ended September 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

3,315

 

44.8

%

$

3,125

 

58.5

%

Gain on sale of loans *

 

2,235

 

30.2

%

410

 

7.7

%

Loan-related servicing fees

 

958

 

12.9

%

891

 

16.7

%

Income from other earning assets

 

243

 

3.3

%

398

 

7.4

%

Other income

 

649

 

8.8

%

521

 

9.7

%

Total

 

$

7,400

 

100.0

%

$

5,345

 

100.0

%

Average assets

 

$

3,298,238

 

 

 

$

2,381,999

 

 

 

Non-interest income as a % of average assets

 

 

 

0.22

%

 

 

0.22

%

 

 

 

2009

 

2008

 

For Nine Months Ended September 30,

 

(Amount)

 

(%)

 

(Amount)

 

(%)

 

Service charges on deposit accounts

 

$

9,338

 

23.5

%

$

8,916

 

55.4

%

Gain on sale of loans

 

1,711

 

4.3

%

2,192

 

13.6

%

Loan-related servicing fees

 

2,702

 

6.8

%

2,338

 

14.5

%

Income from other earning assets

 

635

 

1.6

%

1,108

 

6.9

%

Gain from acquisition of Mirae Bank

 

21,679

 

54.6

%

 

0.0

%

Other income

 

3,662

 

9.2

%

1,551

 

9.6

%

Total

 

$

39,727

 

100.0

%

$

16,105

 

100.0

%

Average assets

 

$

2,840,993

 

 

 

$

2,299,152

 

 

 

Non-interest income as a % of average assets

 

 

 

1.40

%

 

 

0.70

%

 


* Figure includes net gain from sale of a covered loan which represents a gain of $616,000 net of an FDIC indemnification adjustment of $815,000.

 

Our largest source of non-interest income in the third quarter of 2009 was service charges on deposit accounts, which represented about 45% of our total non-interest income. Service charge income increased to $3.3 million in the third quarter of 2009, as compared with $3.1 million for the prior year’s same period. The increase in service charge income was primarily due to our increase of over 20% in the service charge rates we apply to our customers’ deposit accounts.  We constantly review service charge rates to maximize service charge income while still maintaining a competitive position.

 

The second largest source of non-interest income in the third quarter of 2009 was gain on sale of loans at $2.2 million, which represented approximately 30% of our total non-interest income.  Gains on SBA loans sold accounted for $1.6 million and gains resulting from the sales of non-SBA loans were $622 thousand.

 

In the second quarter of 2009, the Bank recorded pre-tax bargain purchase gain of $21.7 million in connection with our acquisition of Mirae.  This gain represents about 55% of our total year to date non-interest income.

 

Non-interest Expense

 

Total noninterest expense increased to $14.8 million in the third quarter of 2009, from $12.3 million in the same period of 2008. Non-interest expenses as a percentage of average assets was lowered to 0.45% from 0.52% in the third quarter of 2009 and 2008, respectively. Our efficiency ratio was 40.3% in the third quarter of 2009, as compared with 46.0% in the same period a year ago.

 

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Table of Contents

 

The following table sets forth a summary of non-interest expenses for the periods indicated:

 

Non-interest Expenses
(dollars in thousands)

 

For the Quarter Ended September 30,

 

2009

 

2008

 

Salaries and employee benefits

 

$

7,120

 

48.1

%

$

6,718

 

54.6

%

Occupancy and equipment

 

1,935

 

13.1

%

1,576

 

12.8

%

Data processing

 

1,078

 

7.3

%

785

 

6.4

%

Deposit insurance premium

 

982

 

6.6

%

605

 

4.9

%

Professional fees

 

659

 

4.4

%

376

 

3.1

%

Outsourced service for customer

 

328

 

2.2

%

279

 

2.3

%

Advertising

 

308

 

2.1

%

202

 

1.6

%

Office supplies

 

258

 

1.7

%

120

 

1.0

%

Communications

 

151

 

1.0

%

242

 

2.0

%

Directors’ fees

 

103

 

0.7

%

109

 

0.9

%

Investor relation expenses

 

88

 

0.6

%

69

 

0.6

%

Amortization of investments in affordable housing partnerships

 

330

 

2.2

%

225

 

1.8

%

Amortization of other intangible assets

 

239

 

1.6

%

75

 

0.6

%

Other operating

 

1,242

 

8.4

%

926

 

7.5

%

Total

 

$

14,821

 

100.0

%

$

12,307

 

100.0

%

Average assets

 

$

3,298,238

 

 

 

$

2,381,999

 

 

 

Non-interest expenses as a % of average assets

 

 

 

0.45

%

 

 

0.52

%

 

For the Nine Months Ended September 30,

 

2009

 

2008

 

Salaries and employee benefits

 

$

19,315

 

47.2

%

$

21,349

 

57.6

%

Occupancy and equipment

 

5,294

 

13.0

%

4,493

 

12.1

%

Data processing

 

2,750

 

6.7

%

2,320

 

6.3

%

Deposit insurance premium

 

3,772

 

9.2

%

1,559

 

4.2

%

Professional fees

 

1,576

 

3.9

%

1,218

 

3.3

%

Outsourced service for customer

 

806

 

2.0

%

907

 

2.4

%

Advertising

 

901

 

2.2

%

523

 

1.4

%

Office supplies

 

591

 

1.5

%

321

 

0.9

%

Communications

 

360

 

0.9

%

594

 

1.6

%

Directors’ fees

 

294

 

0.7

%

332

 

0.9

%

Investor relation expenses

 

214

 

0.5

%

250

 

0.7

%

Amortization of investments in affordable housing partnerships

 

930

 

2.3

%

574

 

1.5

%

Amortization of other intangible assets

 

387

 

0.9

%

223

 

0.6

%

Other operating

 

3,694

 

9.0

%

2,422

 

6.5

%

Total

 

$

40,884

 

100.0

%

$

37,085

 

100.0

%

Average assets

 

$

2,840,993

 

 

 

$

2,299,152

 

 

 

Non-interest expenses as a % of average assets

 

 

 

1.44

%

 

 

1.61

%

 

Salaries and employee benefits historically represent more than half of our total non-interest expense and generally increase as our branch network and business volume expand.  These expenses were $7.1 million and $19.3 million in the third quarter and the first nine months of 2009, respectively, as compared with $6.7 million and $21.3 million for the prior year’s same period.  The decrease in the first nine months of 2009 compared to 2008 was the result of our tight control over compensation expense, specifically due to the decrease in employee benefits.  Although additional staffing was necessitated by our third New York office opening in March 2009, we have successfully controlled and maintained the total number of employee headcount through effective allocation of our human resources. The number of full-time equivalent employees was increased to 389 as of September 30, 2009, as compared with 364 as of September 30, 2008. In addition, our asset growth helped us improve our assets per employee ratio to $8.7 million at September 30, 2009 from $6.7 million at September 30, 2008.

 

Occupancy and equipment expenses represent about 13% of our total non-interest expenses. These expenses increased to $1.9 million and $5.3 million in the third quarter and first nine months of 2009, respectively, as compared with $1.6 million and $4.5 million for the same periods a year ago. The increase was primarily attributable to the additional lease expenses for our business growth in the past 12 months, as our Flushing branch office opened in March 2009 and we acquired five new California branch offices as a result of the Mirae acquisition in June 2009, and during the third quarter, four of those branches were closed.

 

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Table of Contents

 

Data processing expenses increased to $1.1 million and $2.8 million in the third quarter and first nine months of 2009, respectively, from $785,000 and $2.3 million for the same periods a year ago. The increase in data processing corresponded to the growth of our business.

 

Deposit insurance premium expenses represent The Financing Corporation (“FICO”) and FDIC insurance premium assessments. In the third quarter and first nine month of 2009, these expenses totaled $982,000 and $3.8 million, respectively, as compared with $605,000 and $1.6 million for the prior year’s same periods. Recent bank failures coupled with deteriorating economic conditions have significantly reduced the FDIC’s deposit insurance fund reserves.  As a result, the FDIC has significantly increased its deposit assessment premiums for federally insured financial institutions.  There have also been increases in FDIC assessments resulting from its Temporary Liquidity Guaranty Program (“TLGP”), which temporarily increases the deposit coverage amount for depositors until the end of 2009. In addition, in an effort to improve its liquidity, the FDIC imposed a one-time special assessment of $1.5 million in the second quarter of 2009 which was primarily the reason for substantially higher expenses in this category for the year.

 

Professional fees generally increase as we grow. They increased to $659,000 and $1.6 million in the third quarter and the first nine months of 2009, respectively, compared to $376,000 and $1.2 million for the same periods of the prior year.  This increase was primarily due to fees incurred in relation to our acquisition of Mirae.

 

Outsourced service costs for customers are payments made to third parties who provide services that were traditionally paid by the Bank’s customers, such as armored car services or bookkeeping services, and are recouped from analysis fee charges from those customer’s deposit accounts.  Due mainly to the increase in service activities and the increase in depositors demanding such services, our outsourced service costs generally rise in proportion with our business growth. Nonetheless, as a result of our cost control measures, these expenses rose slightly to $328,000 in the third quarter of 2009, as compared with $279,000 for the prior year’s same period. For the first nine months of 2009, the expenses were $806,000, as compared to $907,000 for the same period in prior year.

 

Advertising and promotional expenses increased to $308,000 and $901,000 in the third quarter and first nine months of 2009, respectively, as compared with $202,000 and $523,000 in the same periods a year ago. These expenses represent marketing activities, such as media advertisements and promotional gifts for customers of newly opened offices, especially in the new areas such as the east coast market in New York and New Jersey. The increases in the current quarter and first nine months of 2009 were primarily attributable to our increased advertising spending to promote a branch addition in Flushing, New York during the first quarter of 2009, and also due to a new branch in Fort Worth, Texas that opened in the third quarter.

 

Other non-interest expenses, such as office supplies, communications, director’s fees, and other miscellaneous expenses, were $2.4 million and $6.5 million for the third quarter and the first nine month of 2009, respectively, as compared with $1.8 million and $4.7 million in the same periods a year ago. The increase represents a normal growth in association with the growth of our business activities and was consistent with our expectations.

 

Provision for Income Taxes

 

For the quarter ended September 30, 2009, we had an income tax benefit of $1.5 million on a pretax net loss of $2.2 million, representing an effective tax rate of 65.7%, as compared with a provision for income taxes of $4.2 million on pretax net income of $11.1 million, representing an effective tax rate of 37.9% for the same quarter in 2008.  For the first nine months of 2009, we made a provision for income taxes of $9.9 million on pretax net income of $25.9 million, representing an effective tax rate of 38.0%, as compared with a provision for income taxes of $13.0 million on pretax net income of $34.3 million, representing an effective tax rate of 37.8%, for the same period of 2008.

 

The effective tax rate for the three month ending September, 30 2009 was higher than those for the prior year’s same periods, due to a combination of the mitigation of tax effect from the $21.7 million bargain purchase gain incurred in June 2009 related to the acquisition of Mirae, and as result of a large increase in low-housing credits.  These factors contributed to a tax rate decrease in the first nine month of 2009 to 38.0% compared to 40.2% for the first six month of this year.

 

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Table of Contents

 

Financial Condition

 

Investment Portfolio

 

Investments are one of our major sources of interest income and are acquired in accordance with a written comprehensive investment policy addressing strategies, types and levels of allowable investments.  Management of our investment portfolio is set in accordance with strategies developed and overseen by our Asset/Liability Committee.  Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on our asset/liability funding needs and interest rate risk management objectives.  Our liquidity levels take into consideration anticipated future cash flows and all available sources of credit and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs.

 

Cash Equivalents and Interest-bearing Deposits in other Financial Institutions

 

We buy or sell federal funds and high quality money market instruments, and maintain deposits in interest-bearing accounts in other financial institutions to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested.

 

Investment Securities

 

Management of our investment securities portfolio focuses on providing an adequate level of liquidity and establishing a balanced interest rate-sensitive position, while earning an adequate level of investment income without taking undue risk.  As of September 30, 2009, our investment portfolio was comprised primarily of United States government agency securities, which accounted for 92% of the entire investment portfolio.  Our U.S. government agency securities holdings are all “prime/conforming” mortgage backed securities, or MBS, and collateralized mortgage obligations, or CMOs, guaranteed by FNMA, FHLMC, or GNMA. GNMAs are considered equivalent to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in our investment portfolio. Besides the U.S. government agency securities, we also have as a percentage to total investments, 7.6% investment in municipal debt securities and 0.4% investment in corporate debt. Among the 8% of our investment portfolio that was not comprised of U.S. government securities, 89%, or $40.0 million, carry the top two highest “Investment Grade” rating of “Aaa/AAA” or “Aa/AA”, while 9%, or $4.2 million, carry an intermediate “Investment Grade” rating of at least “Baa1/BBB+” or above, and 2%, or $622,000 are unrated.  Our investment portfolio does not contain any government sponsored enterprises, or GSE preferred securities or any distressed corporate securities that required other-than-temporary-impairment charges as of September 30, 2009.

 

We classified our investment securities as “held-to-maturity” or “available-for-sale” pursuant to FASB ASC 320 (formerly SFAS No. 115).  Investment securities that we intend to hold until maturity are classified as held to maturity securities, and all other investment securities are classified as available-for-sale. The carrying values of available-for-sale investment securities are adjusted for unrealized gains and losses as a valuation allowance and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. Declines in the fair value of held-to-maturity and available-for-sale investment securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses, and there were no such other-than-temporary-impairment in the third quarter of 2009. The fair market values of our held-to-maturity and available-for-sale investment securities were $117 thousand and $559.6 million, respectively, as of September 30, 2009.  We measured and disclosed the fair value of available-for-sale investment securities pursuant to FASB ASC 820, ASC 820-10-35-15A and ASC 820-10-65-4 (see Note 4).

 

Prices from third party pricing services are often unavailable for investment securities that are rarely traded or are traded only in privately negotiated transactions. As a result, certain investment securities are priced via independent broker quotations which utilize inputs that may be difficult to corroborate with observable market based data. Additionally, the majority of these independent broker quotations are non-binding. Therefore, we will individually examine those investment securities for the appropriate valuation methodology based on combination of market approach reflecting current broker prices and a discounted cash flow approach.  As required under Financial Accounting Standards Board (“FASB”) ASC 325 we consider all available information relevant to the collectability of the security, including information about past events, current conditions, and reasonable and supportable forecasts, and we consider factors such as remaining payment terms of the security, prepayment speeds, the financial condition of the issuer(s), expected defaults, and the value of any underlying collateral.

 

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The following table summarizes the book value, market value and distribution of our investment securities as of the dates indicated:

 

Investment Securities Portfolio

(dollars in thousands)

 

 

 

As of September 30, 2009

 

As of December 31, 2008

 

 

 

Amortized
Cost

 

Market
Value

 

Unrealized
Gain
(Loss)

 

Amortized
Cost

 

Market
Value

 

Unrealized
Gain
(Loss)

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligation

 

$

116

 

$

117

 

$

1

 

$

139

 

$

135

 

$

(4

)

Total investment securities held to maturity

 

$

116

 

$

117

 

$

1

 

$

139

 

$

135

 

$

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities of government sponsored enterprises

 

$

63,960

 

$

64,509

 

$

549

 

$

25,952

 

$

26,187

 

$

235

 

Mortgage backed securities

 

321,390

 

329,936

 

8,546

 

124,549

 

125,513

 

964

 

Collateralized mortgage obligation

 

117,070

 

120,411

 

3,341

 

62,557

 

63,303

 

746

 

Corporate securities

 

2,000

 

2,024

 

24

 

7,048

 

6,953

 

(95

)

Municipal securities

 

41,560

 

42,722

 

1,162

 

7,323

 

7,180

 

(143

)

Total investment securities available for sale

 

$

545,980

 

$

559,602

 

$

13,622

 

$

227,429

 

$

229,136

 

$

1,707

 

 

The following table summarizes the maturity and repricing schedule of our investment securities at their carrying values at September 30, 2009:

 

Investment Maturities and Repricing Schedule
(dollars in thousands)

 

 

 

Within One Year

 

After One But
Within Five
Years

 

After Five But
Within Ten Years

 

After Ten Years

 

Total

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

 

$

116

 

$

 

$

 

$

116

 

Total investment securities held to maturity

 

$

 

$

116

 

$

 

$

 

$

116

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

Investment securities of government sponsored enterprises

 

$

 

$

 

$

46,315

 

$

18,194

 

$

464,509

 

Mortgage backed securities

 

7,930

 

697

 

4,820

 

316,489

 

329,936

 

Collateralized mortgage obligations

 

30,849

 

89,562

 

 

 

120,411

 

Corporate securities

 

 

2,024

 

 

 

2,024

 

Municipal securities

 

 

300

 

 

42,422

 

42,722

 

Total investment securities available for sale

 

$

38,779

 

$

92,583

 

$

51,135

 

$

377,105

 

$

559,602

 

 

Holdings of investment securities substantially increased to $559.7 million at September 30, 2009, as compared with holdings of $229.3 million at December 31, 2008.  Total investment securities as a percentage of total assets was 16.6% and 9.4% at September 30, 2009 and December 31, 2008, respectively.  As of September 30, 2009, investment securities with a carrying value of $217.8 million were pledged to secure certain deposits.

 

As of September 30, 2009, our investment securities classified as held-to-maturity, which are carried at their amortized cost, stayed relatively unchanged on a dollar basis at $116,000, as compared with $139,000 as of December 31, 2008. Our investment securities classified as available-for-sale, which are stated at their fair market values, increased to $559.6 million at September 30, 2009 from $229.1 million at December 31, 2008.

 

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Table of Contents

 

The following table shows the gross unrealized losses and fair value of our investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2009 and December 31, 2008:

 

As of September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities of government sponsored enterprises

 

$

 

$

 

$

 

$

 

$

 

$

 

Collateralized mortgage obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

58

 

 

 

 

58

 

 

Corporate securities

 

 

 

 

 

 

 

Municipal securities

 

10,462

 

(209

)

 

 

10,462

 

(209

)

 

 

$

10,520

 

$

(209

)

$

 

$

 

$

10,520

 

$

(209

)

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

Description of Securities

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

Fair Value

 

Gross
Unrealized
Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligation

 

$

2,642

 

$

(65

)

$

1,591

 

$

(17

)

$

4,233

 

$

(82

)

Mortgage backed securities

 

12,287

 

(300

)

536

 

(3

)

12,823

 

(303

)

Corporate securities

 

5,000

 

(49

)

1,953

 

(47

)

6,953

 

(96

)

Municipal securities

 

5,712

 

(157

)

 

 

5,712

 

(157

)

 

 

$

25,641

 

$

(571

)

$

4,080

 

$

(67

)

$

29,721

 

$

(638

)

 

As of September 30, 2009, unrealized losses less than 12 months old were $209,000, and there were no unrealized losses more than 12 months old.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $10.5 million at September 30, 2009. As of December 31, 2008, the total unrealized losses less than 12 months old were $571,000 and total unrealized losses more than 12 months old were $67,000.  The aggregate related fair value of investments with unrealized losses less than 12 months old was $25.6 million at December 31, 2008, and those with unrealized losses more than 12 months old were $4.1 million.

 

Declines in the fair value of held-to-maturity and available-for-sale investment securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In accordance with guidance from FASB ASC 320-10-65-1 and ASC 958-320 Recognition and Presentation of Other-Than-Temporary Impairments, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment (an “impairment indicator”). In evaluating an other-than-temporary impairment (OTTI), the Company utilizes a systematic methodology that includes all documentation of the factors considered.  All available evidence concerning declines in market values below cost are identified and evaluated in a disciplined manner by management.  The steps taken by the Company in evaluating OTTI are:

 

·                  The Company first determines whether impairment has occurred.  A security is considered impaired if its fair value is less than its amortized cost basis.  If a debt security is impaired, the Company must assess whether it intends to sell the security (i.e., whether a decision to sell the security has been made). If the Company intends to sell the security, an OTTI is considered to have occurred.

 

·                  If the Company does not intend to sell the security (i.e., a decision to sell the security has not been made), it must assess whether it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis of the security.

 

·                  Even if the Company does not intend to sell the security, an OTTI has occurred if the Company does not expect to recover the entire amortized cost basis (i.e., there is a credit loss).  Under this analysis, the Company compares the present value of the cash flows expected to be collected to the amortized cost basis of the security.

 

The Company believes that impairment exists on securities when their fair value is below amortized cost but an impairment loss has not occurred due to the following reasons:

 

·                  The Company does not have any intent to sell any of the securities that are in an unrealized loss position.

 

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·                  It is highly unlikely that the Company will be forced to sell any of the securities that have an unrealized loss position before recovery.  The Company’s Asset/Liability Committee mandated liquidity ratios are well above the minimum targets and secondary sources of liquidity such as borrowings lines, brokered deposits, junior subordinated debenture, are excellent.

 

·                  The Company fully expects to recover the entire amortized cost basis of all the securities that are in an unrealized loss position.  The basis of this conclusion is that the unrealized loss positions were caused by changes in interest rates and interest rate spreads and not by default risk.

 

As of September 30, 2009, the unrealized gain in the investment portfolio stood at $13.6 million compared to $1.7 million in unrealized gains as of December 31, 2008.  The increase in unrealized gains can be attributed to better recent market stability which has led to a decrease in interest rate spreads to treasuries, and an increase in treasury rates.

 

Loan Portfolio

 

Total loans are the sum of loans receivable and loans held for sale and reported at their outstanding principal balances net of any unearned income which is unamortized deferred fees and costs and premiums and discounts.  Interest on loans is accrued daily on a simple interest basis. Total loans net of unearned income and allowance for losses on loans increased to $2.39 billion at September 30, 2009, as compared with $2.02 billion at December 31, 2008.  Total loans net of unearned income as a percentage of total assets as of September 30, 2009 and December 31, 2008 were 72.4% and 83.7%, respectively.

 

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Table of Contents

 

The following table sets forth the amount of total loans outstanding and the percentage distributions in each category, as of the dates indicated:

 

Distribution of Loans and Percentage Composition of Loan Portfolio

(dollars in thousands)

 

 

 

Amount Outstanding

 

 

 

September 30, 2009

 

December 31, 2008

 

Construction

 

$

45,080

 

$

43,180

 

Real estate secured

 

1,973,198

 

1,599,627

 

Commercial and industrial

 

415,739

 

389,217

 

Consumer

 

16,611

 

23,669

 

Total loans(1)

 

2,450,628

 

2,055,693

 

Unearned Income

 

(5,276

)

(4,164

)

Gross loans, net of unearned income

 

2,445,352

 

2,051,529

 

Allowance for losses on loans

 

(54,735

)

(29,437

)

Net loans

 

$

2,390,617

 

$

2,022,092

 

 

 

 

 

 

 

Percentage breakdown of gross loans:

 

 

 

 

 

Construction

 

1.8

%

2.1

%

Real estate secured

 

80.5

%

77.8

%

Commercial and industrial

 

17.0

%

18.9

%

Consumer

 

0.7

%

1.2

%

Total loans

 

100.0

%

100.0

%

 


(1)       Includes loans held for sale, at the lower of cost or market, of $30.0 million and $18.4 million at September 30, 2009 and December 31, 2008, respectively

 

Real estate secured loans consist primarily of commercial real estate loans and are extended to finance the purchase and/or improvement of commercial real estate or businesses thereon.  The properties may be either user owned or held for investment purposes. Our loan policy adheres to the real estate loan guidelines set forth by the FDIC.  The policy provides guidelines including, among other things, fair review of appraisal value, limitation on loan-to-value ratio, and minimum cash flow requirements to service debt. Loans secured by real estate totaled $2.00 billion and $1.60 billion as of September 30, 2009 and December 31, 2008, respectively.  The increase in real estate secured loans can be attributed to loans received from the Mirae acquisition, which amounted to $205 million as of June 30, 2009. The real estate secured loans as a percentage of total loans were 80.5% and 77.8% at September 30, 2009 and December 31, 2008, respectively.  Home mortgage loans represent a small fraction of our total real estate secured loan portfolio. Total home mortgage loans outstanding were only $41.1 million at September 30, 2009 and $42.4 million at December 31, 2008.

 

Commercial and industrial loans include revolving lines of credit as well as term business loans.  Commercial and industrial loans at September 30, 2009 increased to $415.7 million, as compared with $389.2 million at December 31, 2008.  Commercial and industrial loans as a percentage of total loans were 17.0% at September 30, 2009, decreasing from 18.9% at December 31, 2008.

 

Consumer loans have historically represented less than 5% of our total loan portfolio.  The majority of consumer loans are concentrated in automobile loans, which we provide as a service only to existing customers. Because we believe that consumer loans present a higher risk compared to our other loan products, especially given current economic conditions, we have reduced our efforts in consumer lending since 2007. Accordingly, as of September 30, 2009, our volume of consumer loans was down by $7.4 million from the prior year end. As of September 30, 2009, the balance of consumer loans was $16.3 million, or 0.7% of total loans, as compared to $23.7 million, or 1.2% of total loans as of December 31, 2008.  Consumer loans as a percentage of total loans have historically been nominal.

 

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Table of Contents

 

Construction loans represented less than 5% of our total loan portfolio as of September 30, 2009. In response to the current real estate market, which has been experiencing a downward trend since mid-2007, we have applied stricter loan underwriting policies when making loans in this category. As a result, construction loans decreased to $45.1 million, or 1.8% of total loans, at the end of the third quarter of 2009, as compared with $43.2 million, or 2.1% of total loans at the end of 2008.

 

Our loan terms vary according to loan type. Commercial term loans have typical maturities of three to five years and are extended to finance the purchase of business entities, business equipment, leasehold improvements or to provide permanent working capital.  We generally limit real estate loan maturities to five to eight years.  Lines of credit, in general, are extended on an annual basis to businesses that need temporary working capital and/or import/export financing.  We generally seek diversification in our loan portfolio, and our borrowers are diverse as to industry, location, and their current and target markets.

 

The following table shows the contractual maturity distribution and repricing intervals of the outstanding loans in our portfolio, as of September 30, 2009.  In addition, the table shows the distribution of such loans between those with variable or floating interest rates and those with fixed or predetermined interest rates.

 

Loan Maturities and Repricing Schedule

(dollars in thousands)

 

 

 

At September 30, 2009

 

 

 

Within
One Year

 

After One
But within
Five Years

 

After
Five Years

 

Total

 

Construction

 

$

45,080

 

$

 

$

 

$

45,080

 

Real estate secured

 

1,036,931

 

863,126

 

73,141

 

1,973,198

 

Commercial and industrial

 

402,761

 

12,700

 

278

 

415,739

 

Consumer

 

13,870

 

2,728

 

13

 

16,611

 

Total loans, net of non-accrual loans

 

$

1,498,642

 

$

878,554

 

$

73,432

 

$

2,450,628

 

Loans with variable interest rates

 

$

1,278,274

 

$

11,059

 

$

 

$

1,289,333

 

Loans with fixed interest rates

 

$

220,368

 

$

867,495

 

$

73,432

 

$

1,161,295

 

 

A majority of the properties that we have taken as collateral are located in Southern California.  The loans generated by our loan production offices, which are located outside of our main geographical market, are generally collateralized by properties in close proximity to those offices.

 

Non-performing Assets

 

Non-performing assets, or NPAs, consist of non-performing loans, or NPLs, restructured loans, and other NPAs.  NPLs are reported at their outstanding principal balances, net of any portion guaranteed by SBA, and consist of loans on non-accrual status and loans 90 days or more past due and still accruing interest. Restructured loans are loans of which the terms of repayment have been renegotiated, resulting in a reduction or deferral of interest or principal, Other NPAs consist of properties, mainly other real estate owned (OREO), acquired by foreclosure or similar means that management intends to offer for sale.

 

On June 26, 2009, we acquired substantially all the assets and assumed substantially all the liabilities of Mirae from the FDIC.  We also entered into loss sharing agreements with the FDIC in connection with the Mirae acquisition.  Under the loss sharing agreements, the FDIC will share in the losses on assets covered under the agreements, which generally include loans acquired from Mirae and foreclosed loan collateral existing at June 26, 2009.  With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses.  On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses.  The loss sharing agreements are subject to our following servicing procedures and satisfying certain other conditions as specified in the agreements with the FDIC.  The term for the FDIC’s loss sharing on residential real estate loans is ten years, and the term for loss sharing on non-residential real estate loans is five years with respect to losses and eight years with respect to loss recoveries.

 

For the purposes of the table below, loans and OREO covered under the loss sharing agreements with the FDIC are referred to as “covered loans” and “covered OREO”, respectively.  Covered loans and covered OREO were recorded at estimated fair value on June 26, 2009.

 

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Table of Contents

 

The following is a summary of covered non-performing loans and OREO on the dates indicated:

 

Non-performing Covered Loans and Covered OREO
(dollars in thousands)

 

 

 

September 30, 2009

 

Covered Nonaccrual loans: (1)

 

 

 

Real estate secured

 

$

21,496

 

Commercial and industrial

 

3,511

 

Consumer

 

 

Total

 

25,007

 

Loans 90 days or more past due and still accruing:

 

 

 

Real estate secured

 

477

 

Commercial and industrial

 

295

 

Consumer

 

 

Total

 

772

 

Total nonperforming loans

 

25,779

 

Repossessed vehicles

 

 

Other real estate owned

 

500

 

Total covered nonperforming assets

 

$

26,279

 

 

 

 

 

Nonperforming loans as a percentage of total covered loans

 

9.38

%

Performing troubled debt restructurings (2)

 

10,494

 

 


(1)          During the nine months ended September 30, 2009, no interest income related to these loans was included in interest income.

(2)          The $10,494,000 troubled debt restructurings as of September 30, 2009 represented loans of which terms were renegotiated to provide a reduction interest or principal because of deterioration in the financial position of the borrower.  The loans were not included in total nonperforming assets this quarter due to the sustained performing status for all covered troubled debt restructured loans.

 

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Table of Contents

 

The following table provides information with respect to the components of our non-performing (non-covered) assets as of the dates indicated (the figures in the table are net of the portion guaranteed by SBA, with the total amounts adjusted and reconciled for the SBA guarantee portion for the gross nonperforming assets):

 

Non-performing Non-covered Assets and Restructured Loans
(dollars in thousands)

 

 

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

Non-covered Nonaccrual loans: (1)

 

 

 

 

 

 

 

Real estate secured

 

$

44,469

 

$

9,334

 

$

9,506

 

Commercial and industrial

 

7,868

 

5,874

 

3,593

 

Consumer

 

49

 

131

 

134

 

Total

 

52,386

 

15,339

 

13,233

 

Loans 90 days or more past due and still accruing:

 

 

 

 

 

 

 

Real estate secured

 

 

 

490

 

Commercial and industrial

 

 

213

 

4

 

Consumer

 

 

 

2

 

Total

 

 

213

 

496

 

 

 

 

 

 

 

 

 

Total nonperforming loans

 

52,386

 

15,552

 

13,729

 

Repossessed vehicles

 

 

 

18

 

Other real estate owned

 

5,738

 

2,663

 

1,453

 

Total non-covered nonperforming assets, net of SBA guarantee

 

58,124

 

18,215

 

15,200

 

 

 

 

 

 

 

 

 

Guaranteed portion of nonperforming SBA loans

 

11,583

 

7,158

 

7,792

 

Total gross non-covered nonperforming assets

 

$

69,707

 

$

25,373

 

$

22,992

 

 

 

 

 

 

 

 

 

Performing troubled debt restructurings (2)

 

55,763

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans as a percentage of total non-covered loans

 

2.14

%

0.76

%

0.75

%

Allowance for losses on loans as a percentage of non-covered nonperforming loans

 

104.48

%

189.27

%

189.01

%

 


(1)          During the nine months ended September 30, 2009, no interest income related to these loans was included in interest income.

(2)          The $58,124,000 troubled debt restructurings as of September 30, 2009 represented loans of which terms were renegotiated to provide a reduction of interest or principal because of deterioration in the financial position of the borrower.  All of these loans were performing as of June 30, 2009 and September 30, 2009. Therefore the loans are not categorized as nonperforming.

 

Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is adequately collateralized and in the process of collection.  The past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued.  Loans may be restructured by management when a borrower has experienced some changes in financial status, causing an inability to meet the original repayment terms, and where we believe the borrower will eventually overcome those circumstances and repay the loan in full.

 

Despite the fact that our loan portfolio continued to grow, our emphasis on asset quality control enabled us to maintain a relatively low level of NPLs as of September 30, 2009. However, the general economic conditions in the United States as well as the local economies in which we do business have experienced a severe downturn in the housing sector and the transition to below-trend GDP growth has continued. The downward movement of the macroeconomic environment affected our borrowers’ strength and our NPLs, net of SBA guaranteed portion, increased to $52.4 million, or 2.14% of the total loans at the end of the third quarter of 2009, as compared with $15.6 million, or 0.76% of the total loans, at the end of 2008. The $36.8 million increase of NPLs was due to a $37.0 increase in non-accrual loans, offset by a $213,000 decrease in loans 90 days or more past due and still accruing.

 

Management also believes that the reserve provided for non-performing loans, together with the tangible collateral, were adequate as of September 30, 2009.  See “Allowance for Losses on Loans and Loan Commitments” below for further discussion.

 

Allowance for Losses on Loans and Loan Commitments

 

Based on the credit risk inherent in our lending business, we set aside allowances through charges to earnings.  Such charges were not only made for the outstanding loan portfolio, but also for off-balance sheet loan commitments, such as commitments to extend credit or letters of credit.  Charges made for our outstanding loan portfolio were credited to the allowance for losses on loans, whereas charges related to loan commitments were credited to the reserve for loan commitments, which is presented as a component of other liabilities.

 

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The allowance for losses on loans and loan commitments are maintained at levels that are believed to be adequate by management to absorb estimated probable losses on loans inherent in the loan portfolio. The adequacy of our allowance is determined through periodic evaluations of the loan portfolio and other pertinent factors, which are inherently subjective because the process calls for various significant estimates and assumptions. Among other factors, the estimates involve the amounts and timing of expected future cash flows and fair value of collateral on impaired loans, estimated losses on loans based on historical loss experience, various qualitative factors, and uncertainties in estimating losses and inherent risks in the various credit portfolios, which may be subject to substantial change.

 

Total charge-offs for the three month ending September 30, 2009 was $8.2 million compared with $1.5 million for the same period in 2008.  Real estate secured loan charge-offs increased by $1.7 million compared to the previous year due to increased charge-offs as a result of loan sales. Other increases were due to charge-offs of non-accrual loans in the third quarter of 2009.  Commercial and industrial loan charge-off increased to $6.1 million from $1.1 million for the three month ending September 2009 and 2008.

 

On a quarterly basis, we utilize a classification migration model and individual loan review analysis as starting points for determining the adequacy of our allowance for losses on loans. Our loss migration analysis tracks a certain number of quarters of loan losses history to determine historical losses by classification category for each loan type, except certain loans (automobile, mortgage and credit scored based business loans), which are analyzed as homogeneous loan pools. These calculated loss factors are then applied to outstanding loan balances.  Based on Company defined utilization rate of exposure for unused off-balance sheet loan commitments, such as letters of credit, we record a reserve for loan commitments.

 

The individual loan review analysis is the other part of the allowance allocation process, applying specific monitoring policies and procedures in analyzing the existing loan portfolios. Further allowance assignments are made based on general and specific economic conditions, as well as performance trends within specific portfolio segments and individual concentrations of credit.

 

We increased our allowance for losses on loans to $54.7 million at September 30, 2009, representing an increase of 85.9%, or $25.3 million from $29.4 million at December 31, 2008. With the increase of our non-performing loans, we have increased the ratio of allowance for losses on loans to total loans to 2.2%, as compared with the 1.43% retained at the year end of 2008. Management believes that the current ratio of 2.2% is adequate for our loan portfolio.

 

Our allowance for losses on loan commitments increased slightly to $1.5 million at September 30, 2009, as compared to $1.2 million at December 31, 2008.

 

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Table of Contents

 

The table below summarizes for the periods indicated, changes in the allowance for losses on loans arising from loans charged off, recoveries on loans previously charged off, additions to the allowance and certain ratios related to the allowance for losses on loans and loan commitments:

 

Allowance for Losses on Loans and Loan Commitments

(dollars in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Allowance for losses on loans:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

38,758

 

$

23,494

 

$

29,437

 

$

21,579

 

Actual charge-offs:

 

 

 

 

 

 

 

 

 

Real estate secured

 

1,888

 

204

 

2,736

 

247

 

Commercial and industrial

 

6,134

 

1,106

 

14,703

 

3,487

 

Consumer

 

191

 

203

 

649

 

807

 

Total charge-offs *

 

8,213

 

1,513

 

18,088

 

4,541

 

Recoveries on loans previously charged off:

 

 

 

 

 

3,795

 

 

 

Real estate secured

 

2

 

38

 

3

 

38

 

Commercial and industrial

 

189

 

74

 

495

 

1,758

 

Consumer

 

33

 

62

 

100

 

153

 

Total recoveries

 

224

 

174

 

598

 

1,949

 

Net loan charge-offs

 

7,989

 

1,339

 

17,490

 

2,592

 

Provision for losses on loans

 

23,966

 

3,795

 

42,788

 

6,963

 

Balances at end of period

 

$

54,735

 

$

25,950

 

$

54,735

 

$

25,950

 

 

 

 

 

 

 

 

 

 

 

Allowance for losses on loan commitments:

 

 

 

 

 

 

 

 

 

Balances at beginning of period

 

$

1,221

 

$

1,630

 

$

1,243

 

$

1,998

 

Provision (credit) for losses on loan commitments

 

234

 

(395

)

212

 

(763

)

Balances at end of period

 

$

1,455

 

$

1,235

 

$

1,455

 

$

1,235

 

 

 

 

 

 

 

 

 

 

 

Ratios:

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average total loans

 

0.33

%

0.07

%

0.88

%

0.13

%

Allowance for losses on loans to total loans at period-end

 

2.24

%

1.28

%

2.24

%

1.28

%

Net loan charge-offs to allowance for losses on loans at period-end

 

14.60

%

5.16

%

31.95

%

9.99

%

Net loan charge-offs to provision for losses on loans and loan commitments

 

33.02

%

39.40

%

40.67

%

41.81

%

 


* Charge-off amount include net charge-offs of covered loan amounting to $529 thousand, which represents gross covered loan charge-offs of $1.9 million less FDIC receivable portion of $1.4 million.

  Provision amount include net provisions for covered loan amounting to $529 thousand which represents gross covered loan provision of $1.9 million less FDIC receivable portion of $1.4 million.

 

Contractual Obligations

 

The following table represents our aggregate contractual obligations to make future payments (principal and interest) as of September 30, 2009:

 

(dollars in thousands)

 

One Year or
Less

 

Over One Year
To Three Years

 

Over Three Years
To Five Years

 

Over Five
Years

 

Total

 

FHLB borrowings

 

$

208,224

 

$

120,606

 

$

 

$

 

$

328,830

 

Junior subordinated debentures

 

1,942

 

2,623

 

10,623

 

77,321

 

92,509

 

Operating leases

 

3,252

 

5,327

 

4,320

 

5,951

 

18,850

 

Time deposits

 

1,314,136

 

166,193

 

1

 

18

 

1,480,348

 

Total

 

$

1,527,554

 

$

294,749

 

$

14,944

 

$

83,290

 

$

1,920,537

 

 

Off-Balance Sheet Arrangements

 

During the ordinary course of business, we provide various forms of credit lines to meet the financing needs of our customers.  These commitments, which represent a credit risk to us, are not shown or stated in any form on our balance sheets.

 

As of September 30, 2009 and December 31, 2008, we had commitments to extend credit of $219.9 million and $153.4 million, respectively.  Obligations under standby letters of credit were $12.9 million and $12.7 million at September 30, 2009 and December 31, 2008, respectively, and our obligations under commercial letters of credit were $13.2 million and $15.1 million at such dates, respectively.

 

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Table of Contents

 

In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of counsel as to the outcome of the claims.  In our opinion, the final disposition of all such claims will not have a material adverse effect on our financial position and results of operations.

 

Deposits and Other Sources of Funds

 

Deposits are our primary source of funds.  Total deposits increased to $2.67 billion at September 30, 2009, as compared with $1.81 billion at December 31, 2008.

 

Total non-time deposits at September 30, 2009 increased to $1.22 billion in the first nine months of 2009, from $706.2 million at December 31, 2008, while time deposits increased to $1.45 billion at September 30, 2009 from $1.10 billion at December 31, 2008.

 

The increase in deposits was a result of a marketing campaign aimed at raising core deposits, more specifically, time deposits under $100,000. Other time deposits or time deposits under $100,000 increased to $526.0 million compared to $203.6 million at December 31, 2008.

 

The average rate that we paid on time deposits in denominations of $100,000 or more for the third quarter and first nine months of 2009 decreased to 2.28% and 2.61%, respectively, from 3.48% and 3.95% in the same periods of the prior year.  In order to keep the interest expense down, we plan to closely monitor interest rate trends and changes, and our time deposit rates, in an effort to maximize our net interest margin and profitability.

 

The following table summarizes the distribution of average daily deposits and the average daily rates paid
for the quarters indicated:

 

Average Deposits

(dollars in thousands)

 

 

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

For the quarters ended:

 

Average Balance

 

Average Rate

 

Average Balance

 

Average Rate

 

Average Balance

 

Average Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, non-interest-bearing

 

$

374,744

 

 

 

$

281,622

 

 

 

$

305,098

 

 

 

Money market

 

677,234

 

2.41

%

380,275

 

3.06

%

439,080

 

3.21

%

Super NOW

 

21,481

 

0.93

%

18,989

 

1.23

%

21,144

 

1.36

%

Savings

 

62,090

 

3.39

%

43,029

 

3.63

%

41,273

 

3.48

%

Time certificates of deposit in denominations of $100,000 or more

 

984,521

 

2.28

%

834,971

 

3.17

%

770,812

 

3.48

%

Other time deposits

 

427,234

 

2.56

%

211,351

 

3.54

%

197,044

 

3.69

%

Total deposits

 

$

2,547,304

 

2.04

%

$

1,770,237

 

2.68

%

$

1,774,451

 

2.81

%

 

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Table of Contents

 

The scheduled maturities of our time deposits in denominations of $100,000 or greater at September 30, 2009 were as follows:

 

Maturities of Time Deposits of $100,000 or More, at September 30, 2009

(dollars in thousands)

 

Three months or less

 

$

552,103

 

Over three months through six months

 

166,415

 

Over six months through twelve months

 

187,333

 

Over twelve months

 

22,873

 

Total

 

$

928,724

 

 

A number of clients carry deposit balances of more than 1% of our total deposits, but the California State Treasury was the only depositor that had a deposit balance representing more than 5% of our total deposits at September 30, 2009 and December 31, 2008.

 

In addition to our regular customer base, we also accept brokered deposits on a selective basis at reasonable interest rates to augment deposit growth.  In the first nine months of 2009, in spite of the ongoing financial crisis and stiff competition for customer deposits among banks within the markets where we do business, we were able to increase non-interest bearing demand deposits to $373.3 million at September 30, 2009 from $277.5 million at December 31, 2008. In addition, because of the current low interest rate environment, our time deposits of $100,000 or more also increased to $928.7 million at September 30, 2009 from $902.8 million at December 31, 2008.  We expect that interest rates will trend upward when the Federal Reserve Board starts increasing the federal funds rate. To improve our net interest margin as well as to maintain flexibility in our cost of funds, we will constantly monitor our deposit mix to minimize fund cost.

 

Although deposits are the primary source of funds for our lending and investment activities and for general business purposes, we may obtain advances from the FHLB as an alternative to retail deposit funds.  We have historically utilized borrowings from the FHLB in order to take advantage of their flexibility and comparatively low cost.  Due to the ongoing credit crisis and stiff competition for customer deposits among banks, we have increased FHLB borrowing as an alternative to fund our growing loan portfolio. See “Liquidity Management” below for details relating to the FHLB borrowings program.

 

The following table is a summary of FHLB borrowings for the quarters indicated:

 

(dollars in thousands)

 

September 30, 2009

 

December 31, 2008

 

Balance at quarter-end

 

$

322,000

 

$

260,000

 

Average balance during the quarter

 

$

335,799

 

$

286,213

 

Maximum amount outstanding at any month-end

 

$

340,000

 

$

370,000

 

Average interest rate during the quarter

 

2.18

%

3.23

%

Average interest rate at quarter-end

 

2.37

%

3.16

%

 

Asset/Liability Management

 

We seek to ascertain optimum and stable utilization of available assets and liabilities as a vehicle to attain our overall business plans and objectives.  In this regard, we focus on measurement and control of liquidity risk, interest rate risk and market risk, capital adequacy, operation risk and credit risk.  See further discussion on these risks in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2008.  Information concerning interest rate risk management is set forth under “Item 3 - Quantitative and Qualitative Disclosures about Market Risk.”

 

Liquidity Management

 

Maintenance of adequate liquidity requires that sufficient resources be available at all times to meet our cash flow requirements.  Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of its customers and to take advantage of investment opportunities as they arise.  Liquidity management involves our ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost.  For this purpose, we maintain a portion of our funds in cash and cash equivalents, deposits in other financial institutions and loans and securities available for sale.  Our liquid assets at September 30, 2009 and December 31, 2008 totaled approximately $854.9 million and $345.1 million, respectively.  Our liquidity levels measured as the percentage of liquid assets to total assets were 25.3% and 14.1% at September 30, 2009 and December 31, 2008, respectively.

 

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Table of Contents

 

Our primary sources of liquidity are derived from our core operating activities of accepting customer deposits. This funding source is augmented by payments of principal and interest on loans, the routine liquidation of securities from the available-for-sale portfolio and securitizations of loans. In addition, government programs, such as TLGP, may influence deposit behavior. Primary use of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.

 

As a secondary source of liquidity, we accept brokered deposits, federal funds facilities, repurchase agreement facilities, and obtain advances from the FHLB to supplement our supply of lendable funds and to meet deposit withdrawal requirements.  Advances from the FHLB are typically secured by our loans, securities and stock issued by the FHLB.  Advances are made pursuant to several different programs.  Each credit program has its own interest rate and range of maturities.  Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness. As of September 30, 2009, our borrowing capacity from the FHLB was about $877.0 million and our outstanding balance was $322.0 million, or approximately 36.7% of our borrowing capacity.

 

Capital Resources and Capital Adequacy Requirements

 

Historically, our primary source of capital has been internally generated operating income through retained earnings.  In order to ensure adequate levels of capital, we conduct ongoing assessments of projected sources and uses of capital in conjunction with projected increases in assets and level of risks.  We have considered, and we will continue to consider, additional sources of capital as the need arises, whether through the issuance of additional equity, debt or hybrid securities. In December of 2008, we received a TARP investment from the U.S. Treasury in the amount of $62.2 million.

 

We are subject to various regulatory capital requirements administered by federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that rely on quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  Failure to meet minimum capital requirements can trigger regulatory actions under the prompt corrective action rules that could have a material adverse effect on our financial condition and operations.  Prompt corrective action may include regulatory enforcement actions that restrict dividend payments, require the adoption of remedial measures to increase capital, terminate FDIC deposit insurance, and mandate the appointment of a conservator or receiver in severe cases.  In addition, failure to maintain a well-capitalized status may adversely affect the evaluation of regulatory applications for specific transactions and activities, including acquisitions, continuation and expansion of existing activities, and commencement of new activities, and could adversely affect our business relationships with our existing and prospective clients.  The aforementioned regulatory consequences for failing to maintain adequate ratios of Tier 1 and Tier 2 capital could have a material adverse effect on our financial condition and results of operations.  Our capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.  See Part I, Item 1 “Description of Business — Regulation and Supervision — Capital Adequacy Requirements” in our Annual Report on Form 10-K for the year ended December 31, 2008 for additional information regarding regulatory capital requirements.

 

As of September 30, 2009, we were qualified as a “well capitalized institution” under the regulatory framework for prompt corrective action.  The following table presents the regulatory standards for well-capitalized institutions, compared to capital ratios as of the dates specified for the Company and the Bank:

 

Wilshire Bancorp, Inc.

 

 

 

Regulatory
Adequately-
Capitalized

 

Regulatory
Well-
Capitalized

 

Actual ratios for the Company as of:

 

 

 

Standards

 

Standards

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

Total capital to risk-weighted assets

 

8

%

10

%

15.82

%

17.09

%

14.01

%

Tier I capital to risk-weighted assets

 

4

%

6

%

14.29

%

15.36

%

11.68

%

Tier I capital to average assets

 

4

%

5

%

10.03

%

13.25

%

10.19

%

 

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Table of Contents

 

Wilshire State Bank

 

 

 

Regulatory
Adequately-

Capitalized

 

Regulatory

Well-

Capitalized

 

Actual ratios for the Bank as of:

 

 

 

Standards

 

Standards

 

September 30, 2009

 

December 31, 2008

 

September 30, 2008

 

Total capital to risk-weighted assets

 

8

%

10

%

15.63

%

13.59

%

13.38

%

Tier I capital to risk-weighted assets

 

4

%

6

%

14.10

%

11.86

%

11.65

%

Tier I capital to average assets

 

4

%

5

%

9.90

%

10.24

%

10.18

%

 

For the purposes of our regulatory capital ratio computation, our equity capital includes the $62.2 million Series A Preferred Stock issued by the Company to the U. S. Treasury as part of our participation of the TARP Capital Purchase Program. As of September 30, 2009, the Company’s total Tier 1 capital (which includes our equity capital, plus junior subordinated debentures, less goodwill and intangibles) was $329.1 million, as compared with $320.4 million as of December 31, 2008. For the Bank level, Tier 1 capital was $324.7 million as of September 30, 2009, as compared with $247.3 million as of December 31, 2008.

 

Item 3.                                                           Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is the risk of loss from adverse changes in market prices and rates.  Our market risk arises primarily from interest rate risk inherent in lending, investing and deposit taking activities.  Our profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. We evaluate market risk pursuant to policies reviewed and approved annually by our Board of Directors.  The Company’s Board delegates responsibility for market risk management to the Asset/Liability Management Committee, which reports monthly to the Board on activities related to market risk management.  As part of the management of our market risk, Asset/Liability Management Committee may direct changes in the mix of assets and liabilities.  To that end, we actively monitor and manage interest rate risk exposures.

 

Interest rate risk management involves development, analysis, implementation and monitoring of earnings to provide stable earnings and capital levels during periods of changing interest rates.  In the management of interest rate risk, we utilize monthly gap analysis and quarterly simulation modeling to determine the sensitivity of net interest income and economic value sensitivity of the balance sheet.  These techniques are complementary and are used together to provide a more accurate measurement of interest rate risk.

 

Gap analysis measures the repricing mismatches between assets and liabilities.  The interest rate sensitivity gap is determined by subtracting the amount of liabilities from the amount of assets that reprice in a particular time interval.  If repricing assets exceed repricing liabilities in any given time period, we would be deemed to be “asset-sensitive” for that period.  Conversely, if repricing liabilities exceed repricing assets in a given time period, we would be deemed to be “liability-sensitive” for that period.

 

We usually seek to maintain a balanced position over the period of one year to ensure net interest margin stability in times of volatile interest rates.  This is accomplished by maintaining a similar level of interest-earning assets and interest-paying liabilities available to be repriced within one year.

 

The change in net interest income may not always follow the general expectations of an “asset-sensitive” or a “liability-sensitive” balance sheet during periods of changing interest rates.  This possibility results from interest rates earned or paid changing by differing increments and at different time intervals for each type of interest-sensitive asset and liability.  The interest rate gaps reported in the tables arise when assets are funded with liabilities having different repricing intervals.  Because these gaps are actively managed and change daily as adjustments are made in interest rate views and market outlook, positions at the end of any period may not reflect our interest rate sensitivity in subsequent periods.  We attempt to balance longer-term economic views against prospects for short-term interest rate changes.

 

Although the interest rate sensitivity gap is a useful measurement and contributes to effective asset and liability management, it is difficult to predict the effect of changing interest rates based solely on that measure.  As a result, the Asset/Liability Management Committee also regularly uses simulation modeling as a tool to measure the sensitivity of earnings and net portfolio value, or NPV, to interest rate changes.  The NPV is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments.  The simulation model captures all assets, liabilities and off-balance sheet financial instruments and accounts for significant variables that are believed to be affected by interest rates.  These include prepayment speeds on loans, cash flows of loans and deposits, principal amortization, call options on securities, balance sheet growth assumptions and changes in rate relationships as various rate indices react differently to market rates.

 

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Table of Contents

 

Although the simulation measures the volatility of net interest income and net portfolio value under immediate increase or decrease of market interest rate scenarios in 100 basis point increments, our main concern is the negative effect of a reasonably-possible worst scenario.  The Asset/Liability Management Committee policy prescribes that for the worst possible rate-change scenario the possible reduction of net interest income and NPV should not exceed 20% of the base net interest income and 25% of the base NPV, respectively.

 

In general, based upon our current mix of deposits, loans and investments, decrease in interest rates would result an increase in our net interest margin and NPV. An increase in interest rates would be expected to have opposite effect. However, given in the record low interest rate environment, either an increase or decrease in interest rates will result in higher net interest margin, while either an increase or decrease in interest rates will lower NPV as shown in our simulation measures below.

 

Management believes that the assumptions used to evaluate the vulnerability of our operations to changes in interest rates approximate actual experience and considers them reasonable; however, the interest rate sensitivity of our assets and liabilities and the estimated effects of changes in interest rates on our net interest income and NPV could vary substantially if different assumptions were used or actual experience differs from the historical experience on which they are based.

 

The following table sets forth the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities as of September 30, 2009 using the interest rate sensitivity gap ratio.  For purposes of the following table, an asset or liability is considered rate-sensitive within a specified period, if it can be repriced or if it matures within that timeframe. Actual payment patterns may differ from contractual payment patterns:

 

Interest Rate Sensitivity Analysis
(dollars in thousands)

 

 

 

At September 30, 2009

 

 

 

Amounts Subject to Repricing Within

 

 

 

0-3 months

 

3-12 months

 

Over 1 to 5 years

 

After 5 years

 

Total

 

 

 

(Dollars in Thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

Gross loans

 

$

1,341,786

 

$

156,856

 

$

878,554

 

$

73,432

 

$

2,450,628

 

Investment securities

 

1,393

 

37,386

 

92,699

 

428,240

 

559,718

 

Federal funds sold and cash equivalents

 

130,004

 

 

 

 

130,004

 

Total

 

$

1,473,183

 

$

194,242

 

$

971,253

 

$

501,672

 

$

3,140,350

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

66,211

 

$

 

$

 

$

 

$

66,211

 

Time deposits of $100,000 or more

 

552,003

 

353,741

 

22,980

 

 

928,724

 

Other time deposits

 

85,168

 

299,498

 

141,351

 

18

 

526,035

 

Other interest-bearing deposits

 

777,800

 

 

 

 

777,800

 

FHLB borrowings

 

140,000

 

64,000

 

118,000

 

 

 

322,000

 

Junior Subordinated Debenture

 

71,857

 

 

15,464

 

 

87,321

 

Total

 

$

1,693,039

 

$

717,239

 

$

297,795

 

$

18

 

$

2,708,091

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate sensitivity gap

 

$

(219,856

)

$

(522,997

)

$

673,458

 

$

501,654

 

$

432,259

 

Cumulative interest rate sensitivity gap

 

$

(219,856

)

$

(742,853

)

$

(69,395

)

$

432,259

 

 

 

Cumulative interest rate sensitivity gap ratio (based on average interest-earning assets)

 

-6.51

%

-21.99

%

-2.05

%

12.80

%

 

 

 

The following table sets forth our estimated net interest income over a 12-month period and NPV based on the indicated changes in market interest rates as of September 30, 2009.  All assets presented in this table are held-to-maturity or available-for-sale.  At September 30, 2009, we had no trading investment securities:

 

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Table of Contents

 

Change
(in basis points)

 

Net Interest Income
(next twelve months)

(dollars in thousands)

 

% Change

 

NPV
(dollars in thousands)

 

% Change

 

+200

 

$

127,790

 

2.03

%

$

273,438

 

-10.94

 

+100

 

126,114

 

0.69

%

286,051

 

-6.83

%

0

 

125,244

 

 

307,036

 

 

-100

 

125,286

 

0.03

%

300,702

 

-2.06

%

-200

 

125,397

 

0.12

%

281,333

 

-8.37

%

 

Our strategies in protecting both net interest income and economic value of equity from significant movements in interest rates involve restructuring our investment portfolio and using FHLB advances.  Although our policy also permits us to purchase rate caps and floors and interest rate swaps, we are not currently engaged in any of those types of transactions.

 

Item 4.                                                           Controls and Procedures

 

As of September 30, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, regarding the effectiveness of the design and operation of our “disclosure controls and procedures,” as defined under Exchange Act Rules 13a-15(e) and 15d-15(e).

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2009, such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance in achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2009 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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Part II.  OTHER INFORMATION

 

Item 1.                           Legal Proceedings

 

In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the outcome of the claims. We do not believe the final disposition of all such claims will have a material adverse effect on our financial position or results of operations.

 

Item 1A. Risk Factors

 

Although we expect that the Mirae acquisition will result in benefits to our organization in the future, we may not realize those benefits because of integration and other challenges associated with the acquisition.

 

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

 

None.

 

Item 3.                           Defaults Upon Senior Securities

 

None.

 

Item 4.                           Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5.                           Other Information

 

None.

 

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Table of Contents

 

EXHIBITS

 

Exhibit Table

 

Reference
Number

 

Item

 

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

 

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirement 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.

 

 

WILSHIRE BANCORP, INC.

 

 

 

 

Date: November 6, 2009

By:

/s/ Alex Ko

 

 

Alex Ko

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

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