SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For Quarter Ended June 30, 2002 Commission file number 0-16213
GBC BANCORP |
(Exact name of registrant as specified in its charter)
California |
95-3586596 |
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 West 6th Street, Los Angeles, |
California 90017 |
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 213/972-4174
Former name address and former fiscal year, if changed since last report. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No _______
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report.
Common stock, no par value, 11,536,762 shares issued and outstanding as of June 30, 2002.
TABLE OF CONTENTS
PART I - |
FINANCIAL INFORMATION ............................................................. |
3 |
Item 1. |
Financial Statements .............................................................................. |
4 |
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations ............................................................................. |
12 |
Item 3. |
Qualitative and Quantative Disclosures about Market Risk ....................... |
35 |
PART II - |
OTHER INFORMATION ...................................................................... |
40 |
Item 1. |
Legal Proceedings .................................................................................. |
41 |
Item 2. |
Changes In Securities ............................................................................. |
41 |
Item 3. |
Default Upon Senior Securities .............................................................. |
41 |
Item 4. |
Submission Of Matters To A Vote Of Securities Holders ..................... |
41 |
Item 5. |
Other Information ................................................................................... |
42 |
Item 6. |
Exhibits And Reports On Form 8-K ...................................................... |
42 |
PART III - |
SIGNATURES ....................................................................................... |
43 |
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
GBC BANCORP AND SUBSIDIARARIES |
|||
CONSOLIDATED BALANCE SHEETS |
|||
(Unaudited) |
|||
June 30, |
December 31, |
||
(Dollars In Thousands) |
2002 |
2001 |
|
<s> |
<c> |
<c> |
|
ASSETS |
|||
Cash and Due From Banks |
$ 44,931 |
$ 33,034 |
|
Federal Funds Sold and Securities Purchased Under Agreements to Resell |
151,500 |
90,000 |
|
Cash and Cash Equivalents |
196,431 |
123,034 |
|
Securities Available-for-Sale at Fair Value (Amortized Cost of $1,121,668 at |
|||
June 30, 2002 and $1,080,819 at December 31, 2001, respectively) |
1,139,285 |
1,098,989 |
|
Trading Securities |
1 |
31 |
|
Loans and Leases |
1,182,992 |
1,132,889 |
|
Less: Allowance for Credit Losses |
(27,930) |
(23,656) |
|
Deferred Loan Fees |
(7,985) |
(7,600) |
|
Loans and Leases, net |
1,147,077 |
1,101,633 |
|
Bank Premises and Equipment, net |
6,879 |
6,382 |
|
Other Real Estate Owned, net |
383 |
383 |
|
Due From Customers on Acceptances |
10,413 |
6,471 |
|
Real Estate Held for Investment |
1,860 |
2,129 |
|
Other Investments |
9,508 |
11,509 |
|
Accrued Interest Receivable and Other Assets |
27,613 |
16,682 |
|
Total Assets |
$ 2,539,450 |
$ 2,367,243 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||
Deposits |
|||
Demand |
$ 225,001 |
$ 217,413 |
|
Interest Bearing Demand |
551,509 |
438,660 |
|
Savings |
92,246 |
91,418 |
|
Time Certificates of Deposit of $100,000 or More |
928,558 |
920,615 |
|
Other Time Deposits |
139,266 |
159,821 |
|
Total Deposits |
1,936,580 |
1,827,927 |
|
Borrowings from the Federal Home Loan Bank |
337,400 |
252,400 |
|
Subordinated Debt |
39,334 |
39,269 |
|
Acceptances Outstanding |
10,413 |
6,471 |
|
Accrued Expenses and Other Liabilities |
20,412 |
34,858 |
|
Total Liabilities |
2,344,139 |
2,160,925 |
|
Stockholders' Equity |
|||
Common Stock, No Par or Stated Value; |
|||
40,000,000 Shares Authorized; 11,536,762 shares(net of 79,001 shares |
|||
held in trust) at June 30, 2002 and 11,477,394 shares (net of 96,935 |
|||
shares held in trust) at December 31, 2001, respectively |
$ 72,861 |
$ 71,316 |
|
Retained Earnings |
110,437 |
124,196 |
|
Accumulated Other Comprehensive Income |
9,910 |
8,332 |
|
Deferred Compensation |
2,103 |
2,474 |
|
Total Stockholders' Equity |
195,311 |
206,318 |
|
Total Liabilities and Stockholders' Equity |
$ 2,539,450 |
$ 2,367,243 |
|
See Accompanying Notes to Unaudited Consolidated Financial Statements |
</TABLE>
<TABLE>
<CAPTION>
GBC BANCORP AND SUBSIDIARARIES |
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||
(Unaudited) |
||||||||
For the Three Months Ended |
For the Six Months Ended |
|||||||
June 30, |
June 30, |
|||||||
(In Thousands, Except Per Share and Share Data) |
2002 |
2001 |
2002 |
2001 |
||||
<s> |
<c> |
<c> |
<c> |
<c> |
||||
INTEREST INCOME |
||||||||
Loans and Leases, Including Fees |
$ 20,434 |
$ 23,468 |
$ 40,259 |
$ 46,712 |
||||
Securities Available-for-Sale |
17,984 |
15,478 |
34,901 |
30,821 |
||||
Securities Held-to-Maturity |
- |
14 |
- |
30 |
||||
Federal Funds Sold and Securities |
||||||||
Purchased under Agreements to Resell |
244 |
686 |
636 |
1,733 |
||||
Other |
5 |
6 |
8 |
14 |
||||
Total Interest Income |
38,667 |
39,652 |
75,804 |
79,310 |
||||
INTEREST EXPENSE |
||||||||
Interest Bearing Demand |
2,045 |
1,877 |
3,888 |
4,786 |
||||
Savings |
308 |
239 |
599 |
591 |
||||
Time Certificates of Deposits of $100,000 or More |
6,006 |
11,055 |
12,503 |
22,756 |
||||
Other Time Deposits |
795 |
2,031 |
1,736 |
4,384 |
||||
Federal Funds Purchased and Securities |
||||||||
Sold under Repurchase Agreements |
4 |
9 |
7 |
21 |
||||
Borrowings from the Federal Home Loan Bank |
3,433 |
1,189 |
6,082 |
1,610 |
||||
Subordinated Debt |
870 |
871 |
1,741 |
1,741 |
||||
Total Interest Expense |
13,461 |
17,271 |
26,556 |
35,889 |
||||
Net Interest Income |
25,206 |
22,381 |
49,248 |
43,421 |
||||
Provision for Credit Losses |
39,150 |
1,800 |
57,664 |
7,800 |
||||
Net Interest Income after Provision |
||||||||
for Credit Losses |
(13,944) |
20,581 |
(8,416) |
35,621 |
||||
NON-INTEREST INCOME |
||||||||
Service Charges and Commissions |
1,837 |
2,032 |
3,611 |
3,919 |
||||
Gain on Sale of Securities Available-for-Sale |
10,127 |
- |
10,127 |
- |
||||
Gain on Sale of Fixed Assets |
- |
38 |
- |
38 |
||||
Trading Account Revenue |
(3) |
(103) |
16 |
2,170 |
||||
Expense from Other Investments |
(1,261) |
(44) |
(4,624) |
(179) |
||||
Other |
51 |
633 |
118 |
667 |
||||
Total Non-Interest Income |
10,751 |
2,556 |
9,248 |
6,615 |
||||
NON-INTEREST EXPENSE |
||||||||
Salaries and Employee Benefits |
5,304 |
5,086 |
10,336 |
10,412 |
||||
Occupancy Expense |
1,014 |
863 |
1,974 |
1,693 |
||||
Furniture and Equipment Expense |
782 |
531 |
1,682 |
1,044 |
||||
Net Other Real Estate Owned (Income) Expense |
(4) |
(437) |
(29) |
(394) |
||||
Other |
2,979 |
2,243 |
4,624 |
4,435 |
||||
Change of Fair Value of Derivatives |
(467) |
388 |
(371) |
7,115 |
||||
Total Non-Interest Expense |
9,608 |
8,674 |
18,216 |
24,305 |
||||
(Loss)/Income before Income Taxes |
(12,801) |
14,463 |
(17,384) |
17,931 |
||||
(Benefit)/Provision for Income Taxes |
(4,791) |
5,658 |
(6,468) |
6,741 |
||||
Net (Loss)/Income before Cumulative Effect of a Change in Accounting Principle |
(8,010) |
8,805 |
(10,916) |
11,190 |
||||
Cumulative Effect of a Change in Accounting Principle |
- |
- |
- |
4,962 |
||||
Net (Loss)/Income |
$ (8,010) |
$ 8,805 |
$ (10,916) |
$ 16,152 |
||||
Earnings (Loss) Per Share: |
||||||||
Net (Loss)/Income before Cumulative Effect of a Change in Accounting Principle |
||||||||
Basic |
$ (0.69) |
$ 0.75 |
$ (0.94) |
$ 0.95 |
||||
Diluted |
(0.69) |
0.75 |
(0.94) |
0.94 |
||||
Cumulative Effect of a Change in Accounting Principle |
||||||||
Basic |
$ - |
$ - |
$ - |
$ 0.42 |
||||
Diluted |
- |
- |
- |
0.42 |
||||
Net (Loss)/Income |
||||||||
Basic |
$ (0.69) |
$ 0.75 |
$ (0.94) |
$ 1.37 |
||||
Diluted |
(0.69) |
0.75 |
(0.94) |
1.36 |
||||
Weighted Average Basic Shares Outstanding |
11,611,238 |
11,728,510 |
11,600,594 |
11,759,127 |
||||
Weighted Average Diluted Shares Outstanding |
11,611,238 |
11,783,009 |
11,600,594 |
11,877,633 |
||||
See Accompanying Notes to Unaudited Consolidated Financial Statements |
</TABLE>
<TABLE>
<CAPTION>
GBC BANCORP SUBSIDIARIES |
|||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSSES) |
|||||||||||||
(Unaudited) |
|||||||||||||
(In Thousands, Except per Share Amounts) |
Accumulated |
||||||||||||
Other |
Total |
||||||||||||
Common Stock |
Retained |
Deferred |
Comprehensive |
Comprehensive |
Stockholders' |
||||||||
Shares |
Amount |
Earnings |
Compensation |
Income (Loss) |
Income (Loss) |
Equity |
|||||||
<s> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
||||||
Balance at December 31, 1999 |
11,523 |
$ 57,289 |
$ 84,035 |
$ - |
$ (8,286) |
$ 133,038 |
|||||||
Comprehensive Income |
|||||||||||||
Net Income for the year |
38,476 |
$ 38,476 |
38,476 |
||||||||||
Other Comprehensive Income, Net of Tax |
|||||||||||||
Net Changes in Securities Valuation Allowance |
18,178 |
18,178 |
18,178 |
||||||||||
Foreign Currency Translation Adjustment |
(1) |
(1) |
(1) |
||||||||||
Comprehensive Income |
$ 56,654 |
||||||||||||
Stock Issued for Executive Compensation |
114 |
2,401 |
2,401 |
||||||||||
Stock Held by Executive Obligation Trust |
(71) |
(1,571) |
1,571 |
- |
|||||||||
Stock Issuance |
161 |
2,975 |
2,975 |
||||||||||
Tax Benefit-Stock Options Exercised |
960 |
960 |
|||||||||||
Stock Repurchase |
(169) |
(3,732) |
(3,732) |
||||||||||
Cash Dividend- $0.39 per Share |
(4,513) |
(4,513) |
|||||||||||
Balance at December 31, 2000 |
11,558 |
$ 62,054 |
$ 114,266 |
$ 1,571 |
$ 9,891 |
$ 187,782 |
|||||||
Comprehensive Income |
|||||||||||||
Net Income for the year |
32,602 |
$ 32,602 |
32,602 |
||||||||||
Other Comprehensive Income, Net of Tax |
|||||||||||||
Net Changes in Securities Valuation Allowance |
630 |
630 |
630 |
||||||||||
Net Changes in Investment Valuation Allowance |
(2,188) |
(2,188) |
(2,188) |
||||||||||
Net Changes in Foreign Currency Translation Adjustments |
(1) |
(1) |
(1) |
||||||||||
Comprehensive Income |
$ 31,043 |
||||||||||||
Stock Issued for Executive Compensation |
- |
- |
- |
||||||||||
Stock Held by Executive Obligation Trust |
(26) |
(903) |
903 |
- |
|||||||||
Stock Issuance |
563 |
5,264 |
5,264 |
||||||||||
Tax Benefit-Stock Options Exercised |
4,901 |
4,901 |
|||||||||||
Stock Repurchase |
(618) |
(17,077) |
(17,077) |
||||||||||
Cash Dividend- $0.48 per Share |
(5,595) |
(5,595) |
|||||||||||
Balance at December 31, 2001 |
11,477 |
$ 71,316 |
$ 124,196 |
$ 2,474 |
$ 8,332 |
$ 206,318 |
|||||||
Comprehensive Income |
|||||||||||||
Net Loss for the Period |
(10,916) |
$ (10,916) |
(10,916) |
||||||||||
Other Comprehensive Income, Net of Tax |
|||||||||||||
Net Changes in Securities Valuation Allowance |
920 |
920 |
920 |
||||||||||
Net Changes in Investment Valuation Allowance |
667 |
667 |
667 |
||||||||||
Net Changes in Foreign Currency Translation Adjustments |
(9) |
(9) |
(9) |
||||||||||
Comprehensive Income |
$ (9,338) |
||||||||||||
Stock Issued for Executive Compensation |
- |
- |
- |
||||||||||
Stock Held by Executive Obligation Trust |
18 |
371 |
(371) |
- |
|||||||||
Stock Issuance |
44 |
1,041 |
1,041 |
||||||||||
Tax Benefit-Stock Options Exercised |
133 |
133 |
|||||||||||
Stock Repurchase |
(2) |
(57) |
(57) |
||||||||||
Cash Dividend- $0.24 per Share |
(2,786) |
(2,786) |
|||||||||||
Balance at June 30, 2002 |
11,537 |
$ 72,861 |
$ 110,437 |
$ 2,103 |
$ 9,910 |
$ 195,311 |
|||||||
Disclosure of Reclassification Amount: |
Ended 06/30/2002 |
Ended 12/31/2001 |
|||||||||||
Net Change of Unrealized Gains (Losses) Arising During Period, Net of Tax |
|||||||||||||
Expense (Benefit) of $4,039 and $3,280 in 2002 and 2001 respectively |
$ 7,503 |
$ 4,520 |
|||||||||||
Less: Reclassification Adjustment for (Gains) Losses Included in Net Income, Net of Tax |
|||||||||||||
(Expense) Benefit of ($3,544) and ($2,823) in 2002 and 2001, respectively. |
(6,583) |
(3,890) |
|||||||||||
Net Change of Unrealized (Losses) Gains on Securities, Net of Tax (Benefit) |
|||||||||||||
Expense of $495 and $457 in 2002 and 2001, respectively. |
$ 920 |
$ 630 |
|||||||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements |
</TABLE>
<TABLE>
<CAPTION>
GBC BANCORP AND SUBSIDIARIES |
|||
CONSOLIDATED STATEMENTS OF CASH FLOW |
|||
(Unaudited) |
|||
For the Six Months Ended June 30, |
|||
(In Thousands) |
2002 |
2001 |
|
OPERATING ACTIVITIES |
|||
Net (Loss)/Income |
$ (10,916) |
$ 16,152 |
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |
|||
Depreciation |
746 |
630 |
|
Net (Accretion)/Amortization of Discount/Premiums on Securities |
1,238 |
(2,038) |
|
Accretion of Discount on Subordinated Notes |
65 |
65 |
|
Writedown on Real Estate Held for Investment |
322 |
849 |
|
Write-off of Securities |
- |
190 |
|
Provision/(Benefit) for Credit Losses |
57,664 |
7,800 |
|
Amortization of Deferred Loan Fees |
(2,799) |
(2,144) |
|
Gain on Sale of Securities Available-for-Sale |
(10,127) |
- |
|
Gain on Sale of Other Real Estate Owned |
(7) |
(439) |
|
Gain on Sale of Fixed Assets |
- |
(38) |
|
Implementation of SFAS 133-Cumulative Effect of a Change in Accounting Principle |
- |
(8,561) |
|
Change of Fair Value of Derivative Instruments |
(371) |
7,115 |
|
Net Increase in Trading Securities |
30 |
3,956 |
|
Net (Increase)/Decrease in Accrued Interest Receivable and Other Assets |
(4,491) |
386 |
|
Net Increase/(Decrease) in Accrued Expenses and Other Liabilities |
(13,856) |
9,596 |
|
Other, net |
- |
(2) |
|
Net Cash Provided by Operating Activities |
17,498 |
33,517 |
|
INVESTING ACTIVITIES |
|||
Purchases of Securities Available-for-Sale |
(462,170) |
(146,806) |
|
Proceeds from Maturities of Securities Available-for-Sale |
220,337 |
111,752 |
|
Proceeds from Maturities of Securities Held-to-Maturity |
- |
305 |
|
Proceeds from Sales of Securities Available-for-Sale |
216,350 |
- |
|
Net Increase in Loans and Leases |
(78,687) |
(115,674) |
|
Purchase of Equity Interest in Limited Partnerships |
(1,257) |
(2,190) |
|
Loss in Other Investments from Equity Accounting |
4,692 |
384 |
|
Proceeds from Sales of Other Real Estate Owned |
52 |
1,109 |
|
Purchases of Premises and Equipment |
(1,106) |
(802) |
|
Proceeds from Sale/Disposal of Premises and Equipment |
33 |
43 |
|
Purchase of Liberty Bank & Trust Net of Cash Acquired |
(1,962) |
- |
|
Net Cash Used by Investing Activities |
(103,718) |
(151,879) |
|
FINANCING ACTIVITIES |
|||
Net Inecrease/(Decrease) in Demand, Interest Bearing Demand and Savings Deposits |
99,929 |
(39,036) |
|
Net (Decrease)/Increase in Time Certificates of Deposit |
(23,516) |
85,340 |
|
Borrowings from the Federal Home Loan Bank |
95,000 |
88,000 |
|
Repayment of Federal Home Loan Bank |
(10,000) |
- |
|
Repurchase of Company Stock |
(57) |
(12,401) |
|
Cash Dividends Paid |
(2,781) |
(2,580) |
|
Proceeds from Exercise of Stock Options/Sale of Stock |
942 |
2,856 |
|
Issuance of Stock Held by Trust |
100 |
903 |
|
Net Cash Provided by Financing Activities |
159,617 |
123,082 |
|
Net Change in Cash and Cash Equivalents |
73,397 |
4,720 |
|
Cash and Cash Equivalents at Beginning of Period |
123,034 |
115,306 |
|
Cash and Cash Equivalents at End of Period |
$ 196,431 |
$ 120,026 |
|
Supplemental Disclosures of Cash Flow Information |
|||
Cash Paid During This Period for |
|||
Interest |
$ 26,485 |
$ 35,497 |
|
Income Taxes |
1,010 |
1,115 |
|
Noncash Investing Activities |
|||
Loans Transferred to Other Real Estate Owned at Fair Value |
$ 45 |
$ 18 |
|
See Accompanying Notes to Unaudited Consolidated Financial Statements |
</TABLE>
<TABLE>
<CAPTION>
Supplemental Disclosure for Acquisition of Liberty Bank & Trust |
|||
Assets Acquired: |
|||
<s> |
<c> |
<c> |
|
Cash |
$ 9,969 |
- |
|
Securities Available-for-Sale |
6,476 |
- |
|
Loans and Leases |
21,667 |
- |
|
Premises and Equipment |
171 |
- |
|
Accrued Interest Receivable and Other Assets |
250 |
- |
|
Goodwill |
4,855 |
- |
|
Core Deposit Premium Intangible |
964 |
- |
|
44,352 |
- |
||
Liabilities Assumed: |
|||
Deposits |
32,240 |
- |
|
Accrued Interest and Other Liabilities |
181 |
- |
|
32,421 |
- |
||
Cash Paid for Common Stock |
$ 11,931 |
- |
|
See Accompanying Notes to Unaudited Consolidated Financial Statements |
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial condition and results of operations for the interim periods presented in this Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The financial statements include the accounts of GBC Bancorp (the "Bancorp") and its wholly owned subsidiaries, GBC Venture Capital, Inc., General Bank, (the "Bank"), a California state chartered bank, and the Bank's wholly owned subsidiaries, GBC Insurance Services, Inc., GBC Investment & Consulting Company, Inc., GBC Real Estate Investments, Inc., GBC Trade Services, Asia Limited and GB Capital Trust II. The Bank also holds 90% of the voting stock of GBC Leasing Company, Inc., which amount is not material.
2. Change of Accounting Principle
On January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("Statement 133"). On that date a transition adjustment of $8,561,000 was recorded. The transition adjustment is presented net of tax in the amount of $4,962,000 as a cumulative effect of a change of accounting principle in the Company's consolidated statements of income. The Company has received rights to acquire stock in the form of warrants, as an adjunct to its high technology banking relationships. Most of the warrants contain a cashless exercise provision thereby qualifying them as derivatives under Statement 133, requiring they be carried at fair value. The amount represents the difference between the carrying value of the Company's derivatives and their fair value.
3. Commitments and Contingencies
In the normal course of business, there are various outstanding commitments to extend credit which are not reflected in the accompanying interim consolidated financial statements.
The following is a summary of such commitments as of June 30, 2002 and December 31, 2001:
<TABLE>
<CAPTION>
June 30, |
December 31, |
|
(In Thousands) |
2002 |
2001 |
<s> |
<c> |
<c> |
Undisbursed Commitments |
$608,250 |
$592,469 |
Standby Letters of Credit |
69,287 |
80,091 |
Bill of Lading Guarantees |
897 |
487 |
Commercial Letters of Credits |
79,454 |
63,578 |
</TABLE>
4. Pending Litigation
In the normal course of business, the Company is subject to pending and threatened legal actions. After reviewing pending actions with counsel, management believes that the outcome of such actions will not have a material adverse effect on the financial condition or the results of operations of the Company.
5. Earnings /(Loss) Per Share
Basic earnings / (loss) per share is determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding, while diluted earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding adjusted for the dilutive effect of common stock equivalents. In the case of a loss from operations no common stock equivalents are included in the computation of the diluted loss per share. The following table sets forth basic and diluted earnings/(loss) per share calculations:
<TABLE>
<CAPTION>
Three Months Ended June 30, |
|||||||
2002 |
2001 |
2002 |
2001 |
||||
(Dollars in Thousands Except Share and per Share Data) |
|||||||
<s> |
<c> |
<c> |
<c> |
<c> |
|||
Net (Loss)/Income |
$ (8,010) |
$ 8,805 |
$ (10,916) |
$ 16,152 |
|||
Weighted-average shares: |
|||||||
Basic Shares Outstanding |
11,611,238 |
11,728,510 |
11,600,594 |
11,759,127 |
|||
Dilutive Effect Equivalent Shares Outstanding |
- |
54,499 |
- |
118,506 |
|||
Dilutive Shares Outstanding |
11,611,238 |
11,783,009 |
11,600,594 |
11,877,633 |
|||
Earnings per Share-Basic |
($0.69) |
$0.75 |
$ (0.94) |
$ 1.37 |
|||
Earnings per Share-Diluted |
($0.69) |
$0.75 |
$ (0.94) |
$ 1.36 |
</TABLE>
The average anti-dilutive equivalent shares outstanding for the three months and six months ended June 30, 2002 were 1,576,271 and 1,574,661, respectively.
6. Quarterly Dividends
In May, 2002, the Company's Board of Directors declared a quarterly common stock cash dividend of $0.12 per share payable on or about July 15, 2002 to shareholders of record on June 30, 2002.
7. Acquisition of Liberty Bank & Trust
On February 28, 2002, General Bank consummated its purchase transaction of Liberty Bank and Trust Co. of Boston. The purchase transaction was accounted for in accordance with SFAS No. 141, "Business Combinations". The assets acquired had a fair value of $44,352,000 and the fair value of liabilities assumed was $32,421,000. Goodwill in the amount of $4,855,000 and core deposit premium in the amount of $964,000 were initially recognized in accordance with SFAS No. 141. SFAS No. 142, "Goodwill and Other Intangible Assets," requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No.142. SFAS No.142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No.144, "Accounting for the Impairment or Disposal of Long-lived Assets". The core deposit premium intangible is being amortized over a 5 year period, estimated to be the useful life.
8. Recent Accounting Developments
In June of 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs would be capitalized as part of the carrying amount of the long-lived asset and depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. Two provisions of SFAS No.143 are effective for fiscal years beginning after June 15, 2002. The adoption of this statement will have no impact on the Company.
The Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", effective January 1, 2002. The adoption of SFAS No. 144 did not have a significant impact on the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS No. 145"). SFAS No.145 will rescind SFAS No. 4 which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result of SFAS No. 145, the criteria in APB Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions will now be used to classify those gains and losses. SFAS No. 64 amended SFAS No. 4, and is no longer necessary because SFAS No. 4 has been rescinded.
SFAS No. 44 was issued to establish accounting requirements for the effects of transition to the provisions of the Motor Carrier Act of 1980. Since the transition has been completed, SFAS No. 44 is no longer necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 will be effective for fiscal years beginning after May 15, 2002, with early adoption of the provisions related to the rescission of SFAS No. 4 encouraged. Upon adoption, companies must reclassify prior period items that do not meet the extraordinary item classification criteria in APB 30. It is not anticipated that the adoption of this statement will have a material effect on the Company.
In July of 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". Commitment to a plan to exit an activity or dispose of long-lived assets will no longer be enough to record a one-time charge for most anticipated costs. Instead, companies will record exit or disposal costs when they are "incurred" and can be measured at fair value, and they will subsequently adjust the recorded liability for changes in estimated cash flows. SFAS No. 146 revises accounting for specified employee and contract terminations that are part of restructuring activities. Under SFAS No. 146, a company will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. A liability is incurred when an event obligates the entity to transfer or use assets - in the FASB's more demanding language, when an event leaves the company little or no discretion to avoid transferring or using the assets in the future. Commitment to an exit plan or a plan of disposal expresses only management's intended future actions and, therefore, does not meet the requirement for recognizing a liability and the related expense. The provisions of SFAS No. 146 are effective prospectively for exit or disposal activities initiated after December 31, 2002. Management has not yet determined the impact, if any, of adoption of SFAS No. 146.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. 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.
Accounting for the allowance for credit losses involves significant judgments and assumptions by management which have a material impact on the carrying value of net loans; management considers this accounting policy to be a critical accounting policy. The judgments and assumptions used by management are based upon the evaluation of the loan portfolio, the economic environment, historical loan loss experience, collateral values and assessments of borrower's ability to repay, as described in "Allowance for Credit Losses".
Accounting for derivatives is in compliance with SFAS No.133, "Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"). Implementation of SFAS No.133 has a material impact on the carrying value of derivative instruments; management considers this accounting policy to be a critical accounting policy. The judgments and assumptions used by management to mark to market derivatives are based on the most recent information available and other factors which are believed to be reasonable under the circumstances as described in "Non-Interest Income", "Non-Interest Expense" and "Cumulative Effect of a Change of Accounting Principle".
OVERVIEW
The net loss for the second quarter of 2002 was $8,010,000, or $0.69 diluted loss per share compared to $8,805,000, or $0.75 diluted earnings per share for the corresponding period of 2001. The $16,815,000 decrease is the result of a $37,350,000 increase of the provision for credit losses, partially offset by a $10,127,000 gain on sale of securities available for-sale.
For the six months ended June 30, 2002, the net loss totaled $10,916,000, a decrease of $27,068,000, from the net income of $16,152,000 earned during the corresponding period of 2001. Diluted (loss)/earnings per share for the six months ended June 30, 2002 was ($0.94), compared to the $1.36 for the same period of 2001. The decrease in net income was the result of a $49,864,000 increase of the provision for credit losses, partially offset by the $10,127,000 gain on sale of securities available-for-sale and a $5,827,000 increase in net interest income.
For the quarter ended June 30, 2002 and 2001, the annualized return on average assets ("ROA") was (1.25)% and 1.72%, respectively, and the annualized return on average stockholders' equity ("ROE") was (15.9)% and 17.6%, respectively.
For the six months ended June 30, 2002 and 2001, the ROA was (0.88)% and 1.62%, respectively. For the six months ended June 30, 2002 and 2001, the ROE was (10.7)% and 16.5%, respectively.
RESULTS OF OPERATIONS
Net Interest Income-Quarterly Results
For the quarter ended June 30, 2002 and 2001, net interest income before the provision for credit losses increased $2,825,000 or 12.6%, from $22,381,000 to $25,206,000. The growth was due to the increase of average earning assets partially offset by a decrease of the net interest margin to 4.01% from 4.50%.
Total interest income for the quarter ended June 30, 2002 was $38,667,000, representing a $985,000, or 2.5%, decrease from the corresponding quarter of a year ago. The decrease was related to the decline of the yield on earning assets. For the quarter ended June 30, 2002 and 2001, the yield was 6.16% and 7.98%, respectively. The 182 basis point decline is primarily due to the reduction of the prime rate. For the quarter ended June 30, 2002 and 2001, the daily average prime rate of interest was 4.75% and 7.34%, respectively, or a reduction of 259 basis points. The yield on loans and leases declined to 6.76% from 9.05%, for the quarter ended June 30, 2002 and 2001, respectively, representing a 229 basis point decline. Also contributing to the decline was the inclusion of an additional $447,000 of net interest recoveries and interest adjustments for the quarter ended June 30, 2001. Partially offsetting the decline of the yield on loans and leases due to the 259 basis point decline of the average prime rate of interest was the fixed rate portion of the portfolio approximating 25% of total average loans and leases. The yield on securities declined to 5.75% from 6.98% for the quarter ended June 30, 2002 and 2001, respectively, a decline of 123 basis points. The yield on federal funds sold and securities purchased under agreements to resell declined to 1.85% from 4.36% for the quarter ended June 30, 2002 and 2001, respectively, mirroring the decline of the above-referenced average prime rate. The decline of the yield on average earning assets to 6.16% from 7.98% was also the result of a reduced percentage of average loans and leases to total average earning assets. For the quarter ended June 30, 2002 and 2001, this percentage was 48.1% and 52.2%, respectively.
Partially offsetting the reduced yield on average earning assets was the $526.1 million increase of average earning assets to $2,518.9 million from $1,992.8 million for the quarter ended June 30, 2002 and 2001, respectively. This growth of average interest earning assets was comprised of increases of $172.6 million and $363.9 million for loans and leases and investment securities, respectively.
Total interest expense for the quarter ended June 30, 2002 was $13,461,000, representing a $3,810,000, or 22.1%, decrease over the corresponding quarter of a year ago. The decrease was due to a lower cost of funds. For the quarter ended June 30, 2002 and 2001, the cost of funds was 2.57% and 4.29%, respectively, representing a 172-basis point decline.
The decrease in the cost of funds was primarily the result of a decrease in interest rates as explained above. The rates paid on all categories of interest-bearing deposits decreased. For the three months ended June 30, 2002 and 2001, rates paid on interest-bearing deposits were 2.12% and 4.12%, respectively. The following table displays the average balance and rates paid for the deposit products comprising the interest bearing deposits of the Bank for the quarter ended as indicated:
<TABLE>
<CAPTION>
For the Quarter Ended June 30,
(Dollars In Thousands) 2002 2001
<s> |
<c> |
<c> |
|
Interest - bearing demand - Average balance |
$545,904 |
$362,282 |
|
Rate |
1.50% |
2.08% |
|
Savings - Average balance |
102,368 |
67,350 |
|
Rate |
1.21% |
1.42% |
|
Time certificates of deposit |
|||
of $100,000 or more - Average balance |
938,456 |
871,620 |
|
Rate |
2.57% |
5.06% |
|
Other time deposits - Average balance |
142,045 |
178,513 |
|
Rate |
2.24% |
4.68% |
|
</TABLE>
Partially offsetting the impact of a reduction of the rates paid on interest bearing deposits was an increase of average interest bearing deposits. For the quarter ended June 30, 2002 average interest bearing deposits were $1,728.8 million compared to $1,479.8 million for the corresponding period of a year ago, representing a $249 million, or 16.8%, increase. The increase was represented by all deposit categories except other time deposits which declined $36.5 million or 20.4%. Interest bearing demand reflected the largest increase growing $183.6 million, or 50.7%. The increase of average borrowings from the Federal Home Loan Bank ("FHLB") had the impact of increasing interest expense from both a volume and rate perspective. The average FHLB borrowings was $333.2 million and $94.8 million for the quarter ended June 30, 2002 and 2001, respectively.
The increase in borrowings from the FHLB as a percentage of average interest bearing liabilities, partially offset the impact of the decline of short-term interest rates. The cost of these borrowings was 4.13% and 5.03% for the quarter ended June 30, 2002 and 2001, respectively. This compares to rates paid on deposits of 2.12% and 4.12%, for the quarter ended June 30, 2002 and 2001, respectively.
The net interest spread, defined as the yield on earning assets less the rates paid on interest-bearing liabilities, decreased 10 basis points to 3.59% for the quarter ended June 30, 2002, from 3.69% for the corresponding period of a year ago. The decline is due to the differential of the reduction of the cost of funds compared to the reduction of the yield on earning assets.
The net interest margin, defined as the annualized difference between interest income and interest expense divided by average interest earning assets, decreased 49 basis points to 4.01% for the quarter ended June 30, 2002, from 4.50% for the corresponding period of a year ago. The decline of the net interest margin was primarily due to the decline of the net interest spread and a reduction of the percentage of average interest-earning assets funded by non-costing sources. For the quarter ended June 30, 2002 and 2001 this percentage declined to 17.0% from 18.9%, respectively.
Net Interest Income-Six-Month Results
For the six months ended June 30, 2002, net interest income before the provision for credit losses was $49,248,000, representing a $5,827,000, or 13.4%, growth over the corresponding period of a year ago.
Total interest income for the six months ended June 30, 2002 was $75,804,000 compared to $79,310,000, a $3,506,000, or 4.4%, decline over the corresponding period of a year ago. The decrease is the result of the decline of the yield on average interest earning assets. For the six months ended June 30, 2002 and 2001, the yield was 6.22% and 8.23%, respectively. The 201 basis point decline is primarily due to the reduction of the prime rate of interest. For the six months ended June 30, 2002 and 2001, the daily average prime rate was 4.75% and 7.98%, respectively, a 323 basis point decline. In addition, the yield was compressed due to the decline of average loans and leases as a percentage of total average earning assets to 48.2% from 51.7%, for the six months ended June 30, 2002 and 2001, respectively.
The 252 basis-point decline of the yield on loans and leases for the six months ended June 30, 2002 and 2001, from 9.37% to 6.85%, was less than the decline of the average prime rate again due to the fixed rate portion of the portfolio (approximately 25% of total average loans and leases). The yield on securities declined to 5.85% from 7.15% for the quarter ended June 30, 2002 and 2001, respectively, a decline of 130 basis points. The yield on federal funds sold and securities purchased under agreements to resell declined to 1.86% from 5.14% for the six months ended June 30, 2002 and 2001, respectively, mirroring the decline of the above-referenced average prime rate of interest.
The impact of the declining yields on interest income was partially offset by a $512.1 million growth of average earning assets to $2,456.0 million from $1,943.9 million for the six months ended June 30, 2002 and 2001, respectively. This growth was mainly comprised of increases of $179.0 million and $332.0 million for loans and leases and investment securities, respectively.
Total interest expense for the six months ended June 30, 2002 and 2001, was $26,556,000 and $35,889,000, respectively, representing a $9,333,000, or 26.0%, decrease. This decrease is due to the 197 basis-point decrease of the cost of funds which decreased from 4.60% to 2.63% for the six months ended June 30, 2001 and 2002. The decrease of the cost of funds was primarily the result of the decline of deposit rates caused by the movement of the prime rate of interest as discussed above. The rate paid on average interest-bearing deposits was 2.21% and 4.46% for the six months ended June 30, 2002 and 2001, respectively.
Partially offsetting the decrease of the cost of funds was the growth of average interest-bearing liabilities, which increased $465.2 million to $2,039.8 million from $1,574.6 million for the six months ended June 30, 2002 and 2001, respectively. The growth of average interest bearing liabilities was primarily due to both a $234.9 million growth of interest bearing deposits and a $230.2 million growth of borrowings from the Federal Home Loan Bank ("FHLB"). The growth of the FHLB borrowings also had the effect of partially offsetting the decline of the cost of funds. The cost of this source of funding was 4.17% and 5.08% for the six months ended June 30, 2002 and 2001, respectively.
The average balance and the rates paid for the deposit products comprising the interest bearing deposits of the Bank were as follows for the six month periods as indicated:
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
(Dollars In Thousands) 2002 2001
<s> |
<c> |
<c> |
Interest-bearing demand - Average balance |
$ 527,314 |
$ 371,146 |
Rate |
1.49% |
2.60% |
Savings - Average balance |
$101,491 |
$67,919 |
Rate |
1.19% |
1.75% |
Time certificates of deposit |
||
of $100,000 or more - Average balance |
$ 930,211 |
$ 850,927 |
Rate |
2.71% |
5.38% |
Other time deposits - Average balance |
$ 146,559 |
$ 180,705 |
Rate |
2.39% |
4.95% |
</TABLE>
For the six months ended June 30, 2002 and 2001, the net interest spread decreased to 3.60% from 3.63%, respectively.
For the six months ended June 30, 2002 and 2001, the net interest-margin was 4.04% and 4.50%, respectively. The decline of the margin was the result of the reduced spread and a reduction of the percentage of average interest-earning assets funded by non-costing sources. For the six months ended June 30, 2002 and 2001, this percentage declined to 17.3% from 19.4% percent, respectively.
Provision for Credit Losses
For the quarter ended June 30, 2002, there was a provision for credit losses of $39,150,000, compared to a $1,800,000 provision for credit losses for the corresponding period of a year ago. Two commercial loans totaling $27 million involving two companies in the metal importing and trading business were charged-off in the 2nd quarter. As half of this amount was already provided for in the 1st quarter, as previously announced, the remaining $13.5 million was included in the provision for credit losses in the 2nd quarter. At this time, we cannot estimate the extent to which the collateral plus insurance coverage will provide any recovery of this charge-off in the future.
At quarter-end, the review of existing problem loans resulted in $47.2 million of net charge-offs in the 2nd quarter, including the credits discussed above, bringing net charge-offs for the year to $53.4 million. For the quarter, excluding the above charge-offs, the remaining $20.4 million of gross charge-offs included $20.1 million of commercial loans. For the six months, the remaining $26.7 million of gross charge-offs (after allowing for the $27 million of charge-offs noted above) were composed almost entirely of commercial loans. Of the charge-offs for the six months, $45.3 million were associated with loans originated by the New York loan production office.
As indicated above, a $39.2 million provision for credit losses was recorded in the quarter, $13.5 million of which was associated with the $27 million commercial loans in the metal importing and trading business. For the quarter, excluding the $13.5 million provision, the remaining $25.7 million of provision was predominately for commercial loans. Of the $25.7 million, $14.5 million was associated with a loan to a commodities export company. At the beginning of August, 2002, the Company was informed that this borrower had ceased operations. As a result, the loan was considered to be a loss under generally accepted accounting principles applicable to subsequent events, and was charged off. Although there is collateral owned by the borrower and the guarantors, the amount and timing of any subsequent recovery cannot be estimated. Of the $39.2 million provision for the 2nd quarter, $33.3 million was associated with loans originated by the New York loan production office. There were $24 million of loans outstanding originated by the New York loan production office as of June 30, 2002.
For the six months ended June 30, 2002 and 2001, the provision for credit losses was $57,664,000 and $7,800,000, respectively. The increase is mostly due to the problem commercial credits, as mentioned above.
The amount of the provision for credit losses is determined by management and is based upon the quality of the loan portfolio, management's assessment of the economic environment, evaluations made by regulatory authorities, historical loan loss experience, collateral values, assessment of borrowers' ability to repay, and estimates of potential losses. Please refer to the discussion "Allowance for Credit Losses", following.
Non-Interest Income
Non-interest income for the quarter ended June 30, 2002 totaled $10,751,000, representing a $8,195,000, or 321%, increase over the $2,556,000 for the quarter ended June 30, 2001. This increase was primarily due to the gain of $10,127,000 from the sale of $206.2 million of available-for- sale securities. Partially offsetting the securities gains was the increase of $1,217,000 in expense from other investments. Expense from other investments was $1,261,000 and $44,000 for the three months ended June 30, 2002 and 2001, respectively, of which $1,117,000 and $178,000, respectively, were expenses associated with venture capital funds on the books of GBC Venture Capital. Expense from other investments is based on recording under the equity method the income or loss as reported by the partnerships of which GBC Venture Capital is a limited partner and the Trust ("AFT") in which the Bank has a 10% beneficial interest.
For the six months ended June 30, 2002, non-interest income totaled $9,248,000, representing a $2,633,000, or 39.8%, increase compared to $6,615,000 for the six months ended June 30, 2001. As was the case for the quarterly comparison, the increases of non-interest income was primarily due to the gain of $10,127,000 from the sale of securities available-for-sale. There were no sales of securities during the six months ended June 30, 2001. Offsetting the above increase were the decreases of $2,154,000 in trading revenue and the increase of $4,445,000 of expense from other investments. For the six months ended June 30, 2002 and 2001, the trading revenue was $16,000 and $2,170,000, respectively. Trading account revenue is income earned on securities classified as trading securities. The Company's subsidiary, GBC Venture Capital, ("VC") receives equity securities which it holds as trading securities primarily from two sources: a distribution from venture capital funds in which it invests and the exercise of warrants acquired through the lending operations of General Bank, its affiliate. The recognition of fair value and ultimate disposition of these securities results in trading account revenue. For the six months ended June 30, 2002 and 2001, expense from other investments was $4,624,000 and $179,000, respectively. As indicated above, expense is incurred by applying the equity method of accounting for the results of operation of the venture capital funds and AFT. For the six months ended June 30, 2002 and 2001, the (expense)/income resulting from AFT was $(3,155,000) and $165,000, respectively. Included in the 2002 expense amount was the Company's 10% share of a $28,364,000 impairment expense recorded by AFT for its fourth quarter ended December 31, 2001. The net expense recorded for the Venture Capital funds also increased from $344,000 for the six months ended June 30, 2001 to $1,469,000 for the six months ended June 30, 2002.
Non-Interest Expense
For the three months ended June 30, 2002, non-interest expense was $9,608,000, representing a $934,000, or 10.8%, increase over $8,674,000 for the corresponding period of a year ago. Non-interest expense includes the change in fair value of the Company's derivatives which are accounted for under, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). (See also "Cumulative Effect of a change in Accounting Principle," following.) As of June 30, 2002, there was an increase of $467,000 of fair value compared to March 31, 2002; as of June 30, 2001 there was a $388,000 loss of fair value compared to March 31, 2001. Excluding the change of fair value of derivatives, non-interest expense increased by $1,789,000, or 21.6%, for the quarter ended June 30, 2002 compared to the corresponding period of a year ago, due to higher salaries and employee benefits and other expense. Salaries and employee benefits increased $218,000 primarily the result of increased staff, partially offset by a reduced incentive compensation expense. The full time equivalent employees was 404.4 and 347.5 for the quarter ended June 30, 2002 and 2001, respectively. Other expense increased $736,000 primarily due to increased professional services expense which increased $1,004,000 during the quarter ended June 30, 2002 compared to the corresponding period of a year ago. The increase is primarily due to the recording of $338,000 of expense relating to the Liberty Bank acquisition and to professional services related to increasing loan problems and to the implementation of the real estate investment trust.
For the quarter ended June 30, 2002, the Company's efficiency ratio, defined as non-interest expense excluding the change of fair value of derivatives divided by the sum of net interest income plus non-interest income less trading revenue and income(loss) from venture capital fund investments and gain on sale of securities available-for-sale, increased to 37.2% from 33.0% for the corresponding year-ago period.
For the six months ended June 30, 2002, non-interest expense was $18,216,000, representing a $6,089,000, or 25.1%, decrease from $24,305,000 reported for the corresponding period of a year ago. The decrease was primarily the result of the change of the fair value of derivatives. As of June 30, 2002 the net increase in fair value from December 31, 2001 was $371,000. This compares to a decline of $7,115,000 from the value of the derivatives on January 1, 2001 at which time SFAS No. 133 was implemented (See also "Cumulative Effect of a change in Accounting Principle", following). Excluding the effect of the change in fair value of derivatives, non-interest expense increased $1,397,000, or 8.13%, for the six months ended June 30, 2002 compared to the year ago period. With the exception of salaries and employee benefits which declined $76,000, all other categories of non-interest expense increased. The largest increase was furniture and equipment expense which increased $638,000. This increase was primarily due to implementation of a new accounting system for the Company's international transactions and the associated expensing of implementation costs amounting to $289,000. In addition, depreciation expense increased $125,000 as a result of various capital expenditure projects whose economic benefit to the Company began in the second quarter of 2002.
For the six months ended June 30, 2002 and 2001, the Company's efficiency ratio (defined as above) was 35.1% and 35.8%, respectively.
Provision for Income Taxes
For the quarter ended June 30, 2002, the benefit for income taxes was $4,791,000. The tax benefit assumes a 35% federal income tax rate and a low income housing tax credit. There is no state tax benefit assumed. This compares to a tax provision of $5,658,000 for the corresponding quarter of a year ago representing an effective tax rate of 39.1%.
For the six months ended June 30, 2002, the tax benefit was $6,468,000 and assumes a 35% federal income tax rate and a low income housing tax credit. This compares to a tax provision of $6,741,000 for the corresponding six months of a year ago representing an effective tax rate of 37.6%.
Cumulative Effect of a Change in Accounting Principle
On January 1, 2001, the Company adopted SFAS No. 133. On that date a transition adjustment of $8,561,000 was recorded. The transition adjustment is presented net of tax in the amount of $4,962,000 as a cumulative effect of a change of accounting principle in the Company's statement of income for the six months ended June 30, 2001.
FINANCIAL CONDITION
As of June 30, 2002, total assets increased $172.3 million, or 7.3%, to $2,539.5 million from $2,367.2 million as of December 31, 2001. The growth of total assets from December 31, 2001 to June 30, 2002 was primarily funded by $108.7 million growth of total deposits and by an $85.0 million increase of other borrowings from the Federal Home Loan Bank.
Stockholders' equity decreased to $195.3 million as of June 30, 2002 from $206.3 million, as of December 31, 2001, a reduction of $11.0 million, or 5.33%. The decline is primarily the result of the decline of retained earnings due to the net loss for the six months ended June 30, 2002.
Loans and Leases
As of June 30, 2002, total loans and leases were $1,183.0 million compared to $1,132.9 million as of December 31, 2001, representing a $50.1 million, or 4.4% increase. The increase was primarily due to growth of $88.4 million in the conventional real estate portfolio. Real estate construction loans also increased $23.4 million. Partially offsetting the above growth was the decline in commercial loans of $60.8 million. The decline is represented by a reduction in the borrowing of the Company's existing customers and from charge-offs. For the six months ended June 30, 2002, $53.3 million of charge-offs have been from the commercial loan portfolio, representing virtually all of the total charge-offs of $53.6 million, as discussed in a previous section.
The following table sets forth the amount of loans and leases outstanding by category and the percentage of each category to the total loans and leases outstanding:
<TABLE>
<CAPTION>
June 30, 2002 |
December 31, 2001 |
|||
(In Thousands) |
Amount |
Percentage |
Amount |
Percentage |
<s> |
<c> |
<c> |
<c> |
<c> |
Commercial |
$ 434,910 |
36.76% |
$ 495,681 |
43.76% |
Real Estate - Construction |
258,210 |
21.83% |
234,860 |
20.73% |
Real Estate - Conventional |
452,966 |
38.29% |
364,567 |
32.18% |
Installment |
233 |
0.02% |
101 |
N/A |
Other Loans |
19,170 |
1.62% |
20,345 |
1.80% |
Leveraged Leases |
17,503 |
1.48% |
17,335 |
1.53% |
Total |
$ 1,182,992 |
100.00% |
$1,132,889 |
100.00% |
N/A = Percentage less than 0.01 |
</TABLE>
The two largest concentrations in commercial loans continue to be the apparel/textile industry and the computer/electronic goods industry (excluding early-stage technology companies). The approximate amounts of commercial loans for these two industry segments as of June 30, 2002 are $60 million and $63 million, respectively. There are $47 million of loans to early stage high technology companies. Of the $27.7 million of non-accrual commercial loans as of June 30, 2002, $2.8 million, $0.7 million and $3.9 million were from the apparel/textile, computer/electronic goods industries and early stage high technology companies, respectively.
Also included in commercial loans are five credits that are participations in facilities to Indian casinos that are construction loans to be repaid under a mini-perm facility from the cash flow of the casinos. The total commitments were $43.4 million as of June 30, 2002 and the total loans outstanding were $35.5 million. In July of 2002, one of the facilities prepaid their borrowings. The outstanding balance as of June 30, 2002 was $4,942,000. Also in July of 2002, a participation with a 5 million total commitment was approved. The Bank does not intend to participate in additional Indian casino loans.
Conventional real estate loans and real estate-construction loans reflected an increase of $88.4 million and $23.4 million, respectively. The following table sets forth the break down by type of collateral for construction and conventional real-estate loans as of June 30, 2002 and December 31, 2001:
<TABLE>
<CAPTION>
6/30/2002 |
12/31/2001 |
||||||||||||||
(In Thousands) |
Conventional |
Conventional |
|||||||||||||
Construction |
Real Estate |
Construction |
Real Estate |
||||||||||||
Project Type |
Loans |
Percentage |
Loans |
Percentage |
Loans |
Percentage |
Loans |
Percentage |
|||||||
<s> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
|||||||
Residential: |
|||||||||||||||
Single-Family |
$ 93,481 |
37% |
$ 15,537 |
3% |
$ 104,427 |
45% |
$ 13,422 |
4% |
|||||||
Townhouse |
3,861 |
1 |
497 |
0 |
6,589 |
3 |
506 |
- |
|||||||
Condominums |
93,524 |
36 |
1,824 |
1 |
91,998 |
39 |
3,483 |
1 |
|||||||
Multi-Family |
9,667 |
4 |
57,532 |
13 |
17,026 |
7 |
25,162 |
7 |
|||||||
Land Development |
42,327 |
16 |
- |
- |
4,952 |
2 |
272 |
- |
|||||||
Total Residential |
$ 242,860 |
94% |
$ 75,390 |
17% |
$ 224,992 |
96% |
$ 42,845 |
12% |
|||||||
Non-Residential: |
|||||||||||||||
Warehouse |
$ - |
0% |
$ 53,786 |
12% |
$ - |
-% |
$ 46,824 |
13% |
|||||||
Retail Facilities |
2,578 |
1 |
87,842 |
19 |
481 |
- |
84,532 |
23 |
|||||||
Industrial Use |
- |
- |
52,053 |
12 |
- |
- |
30,389 |
8 |
|||||||
Office |
7,463 |
3 |
56,119 |
12 |
7,938 |
3 |
43,555 |
12 |
|||||||
Hotel and Motel |
964 |
0 |
57,658 |
13 |
- |
- |
56,239 |
15 |
|||||||
Other |
4,345 |
2 |
70,118 |
15 |
1,449 |
1 |
60,183 |
17 |
|||||||
Total Non-Residential |
$ 15,350 |
6% |
$ 377,576 |
83% |
$ 9,868 |
4% |
$ 321,722 |
88% |
|||||||
Total |
$ 258,210 |
100% |
$ 452,966 |
100% |
$ 234,860 |
100% |
$ 364,567 |
100% |
</TABLE>
The increase in land development construction lending is primarily due to a $29.0 million disbursement on a new loan during the second quarter of 2002.
As of June 30, 2002, the Company had an ownership interest in two leveraged leases of Boeing 737 aircraft leased by two major U.S. airlines. As of June 30, 2002, the total investment included as part of loans and leases was $17.2 million. Such amount includes an estimated residual value of $13.1 million. The value of the leveraged leases may be affected in the future by the profitability of the airline industry and of the two airlines, in particular. Were either of the two airlines to default on the above-described leveraged leases, the Company's investments would be substantially at risk due to the debt outstanding and the current depressed market values of such aircraft. The leases were acquired in 1996 and 1997, with terms of 16 years and 19 years, respectively.
Non-Performing Assets
A certain degree of risk is inherent in the extension of credit. Management has credit policies in place to minimize the level of loan losses and non-performing loans. The Company performs a quarterly assessment of the credit portfolio to determine the appropriate level of the allowance. Included in the assessment is the identification of loan impairment. A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective effective interest rate or by valuing the underlying collateral.
The Company has a policy of classifying loans (including an impaired loan) which are 90 days past due as to principal and/or interest as non-accrual loans unless management determines that the fair value of underlying collateral is substantially in excess of the loan amount or other circumstances justify treating the loan as fully collectible. After a loan is placed on non-accrual status, any interest previously accrued, but not yet collected, is reversed against current income. A loan is returned to accrual status only when the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, and the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms. Interest received on non-accrual loans generally is either applied as principal reduction or reported as recoveries on amounts previously charged off, according to management's judgment as to the collectability of principal.
The following table provides information with respect to the Company's past due loans, non-accrual loans, restructured loans and other real estate owned, net, as of the dates indicated:
<TABLE>
<CAPTION>
(IN THOUSANDS) |
June 30, 2002 |
December 31, 2001 |
<s> |
<c> |
<c> |
Loans 90 Days or More Past Due and Still Accruing |
$ - |
$ 1,730 |
Non-accrual Loans |
23,667 |
24,940 |
Total Past Due Loans |
23,667 |
26,670 |
Restructured Loans (on Accrual Status) |
1,513 |
1,706 |
Total Non-performing and Restructured Loans |
25,180 |
28,376 |
Other Real Estate Owned, Net |
383 |
383 |
Total Non-performing Assets |
$ 25,563 |
$ 28,759 |
</TABLE>
Total non-performing assets decreased to $25.6 million, as of June 30, 2002, from $28.8 million, as of December 31, 2001, representing a $3.2 million, or 11.1%, decrease.
Loans 90 Days or More Past Due
As of June 30, 2002, there were no loans 90 days or more past due and still accruing.
Non-Accrual Loans
The non-accrual loans declined $1.2 million, or 4.8%, to $23.7 million as of June 30, 2002 from $24.9 million as of December 31, 2001. The reduction was primarily due to charge-offs.
The following table identifies the components of the increase in non-accrual loans during the six months ended June 30, 2002:
<TABLE>
<CAPTION>
Non-Accrual Loans (In Thousands)
<s> |
<c> |
Balance, December 31, 2001 |
$24,940 |
Add: Loans placed on non-accrual |
61,376 |
Less: Charge-offs |
(53,637) |
Returned to accrual status |
(2,080) |
Repayments |
(6,887) |
Transfer to OREO |
(45) |
Balance, June 30, 2002 |
$23,667 |
</TABLE>
The following table breaks out the Company's non-accrual loans by category as of June 30, 2002 and December 31, 2001:
<TABLE>
<CAPTION>
(IN THOUSANDS) |
June 30, 2002 |
December 31, 2001 |
<s> |
<c> |
<c> |
Commercial |
$ 13,166 |
$ 15,093 |
Real Estate-Construction |
9,397 |
9,738 |
Real Estate-Conventional |
1,104 |
109 |
Total |
$23,667 |
$24,940 |
</TABLE>
The outstanding non-accrual commercial loans are comprised primarily of trade financing loans.
Restructured Loans
As of June 30, 2002, the balance of restructured loans was $1.5 million compared to $1.7 million as of December 31, 2001. A loan is categorized as restructured if the original interest rate on such loan, the repayment terms, or both, are modified due to a deterioration in the financial condition of the borrower. Restructured loans may also be put on a non-accrual status in keeping with the Bank's policy of classifying loans which are 90 days past due as to principal and/or interest. Restructured loans which are non-accrual loans are not included in the balance of restructured loans. As of June 30, 2002, there was one restructured loan with a balance of $52,000 on non-accrual status. The weighted average yield of the restructured loans as of June 30, 2002 was 10.30%.
There are no commitments to lend additional funds on any of the restructured loans.
Other Real Estate Owned
As of June 30, 2002 and December 31, 2001, other real estate owned ("OREO"), net of valuation allowance of $0.4 million, totaled $0.4 million and consisted of one property. On July 17, 2002, the property was sold and a gain on the sale of OREO was recognized in the amount of $101,000 and will be reflected in the third quarter earnings.
During the first quarter of 2002, there was a foreclosure on a retail market, the collateral on a Small Business Administration loan, which was subsequently sold for a $7,000 gain on sale of OREO. Net gains on sale of OREO are included as a reduction of OREO expense, net, on the statements of income.
Impaired Loans
A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective effective interest rate or by valuing the underlying collateral. The following table discloses pertinent information as it relates to the Company's impaired loans as of the dates indicated:
<TABLE>
<CAPTION>
(IN THOUSANDS) |
June 30, 2002 |
Dec. 31, 2001 |
<s> |
<c> |
<c> |
Recorded Investment with Related Allowance |
$15,778 |
$28,734 |
Recorded Investment with no Related Allowance |
- |
273 |
Total Recorded Investment |
15,778 |
29,007 |
Allowance for Impaired Loans |
(2,885) |
(5,224) |
Net Recorded Investment in Impaired Loans |
$12,893 |
$23,783 |
</TABLE>
The average balance of impaired loans before the allowance was $32.2 million for the six months ended June 30, 2002 and $23.5 million for the year ended December 31, 2001.
For the six months ended June 30, 2002 and 2001, interest income recognized on impaired loans was $0 and $147,000, respectively.
Management cannot predict the extent to which the current economic environment, including the real estate market, may continue to improve or worsen, or the full impact such environment may have on the Bank's loan portfolio. Furthermore, as the Bank's primary regulators review the loan portfolio as part of their routine, periodic examinations of the Bank, their assessment of specific credits may affect the level of the Bank's non-performing loans. Accordingly, there can be no assurance that other loans will not be placed on non-accrual, become 90 days or more past due, have terms modified in the future, or become OREO.
Allowance for Credit Losses
As of June 30, 2002, the balance of the allowance for credit losses was $27.9 million, representing 2.36% of outstanding loans and leases. This compares to an allowance for credit losses of $23.7 million as of December 31, 2001, representing 2.09% of outstanding loans and leases.
The table below summarizes the activity in the allowance for credit losses (which amount includes the allowance on impaired loans) for the six months ended as indicated:
<TABLE>
<CAPTION>
(In Thousands) |
June 30, 2002 |
June 30, 2001 |
<s> |
<c> |
<c> |
Balance, Beginning of Period |
$23,656 |
$19,426 |
Provision for Credit Losses |
57,664 |
7,800 |
Charge-offs |
(53,637) |
(5,348) |
Recoveries |
247 |
917 |
Balance, End of Period |
$27,930 |
$22,795 |
</TABLE>
As of June 30, 2002, the allowance represents 110.9% and 118.0% of non-performing loans and of non-accrual loans, respectively. As of December 31, 2001, the allowance represented 83.4% and 94.9% of non-performing and of non-accrual loans, respectively. Non-performing loans are reviewed individually and management believes they are adequately provided for as of June 30, 2002.
The provision for credit losses is the amount required to maintain an allowance for credit losses that is adequate to cover probable credit losses related to specifically identified loans as well as probable credit losses inherent in the remainder of the loan and lease portfolio. Management evaluates the loan portfolio, the economic environment, historical loan loss experience, collateral values and assessments of borrowers' ability to repay, in order to determine the amount of the allowance for credit losses. The balance of the allowance for credit losses is an accounting estimate of probable but unconfirmed incurred losses in the Bank's loan portfolio as of June 30, 2002. Such an amount is based on ongoing, quarterly assessments of the probable estimated losses inherent in the loan and lease portfolio, and to a lesser extent, unused commitments to provide financing. The Company's methodology for assessing the appropriateness of the allowance consists primarily of the use of a formula allowance.
This formula allowance is calculated by applying loss factors to outstanding loans and leases and certain unused commitments, in each case based on the internal risk rating of such loans, pools of loans, leases or commitments. Changes in risk rating of both performing and nonperforming loans affect the amount of the formula allowance. Loss factors are based on the Company's historical loss experience and may be adjusted for significant factors that, in management's judgement, affect the collectibility of the portfolio as of the evaluation date. Loss factors are described as follows:
- Problem graded loan loss factors represent percentages which have proven accurate over time. Such factors are checked against and supported by migration analysis which tracks loss experience over a five-year period.
- Pass graded loan loss factors are based on the approximate average annual net charge-off rate over an eight-year period.
- Pooled loan loss factors (not individually graded loans) are based on probable net charge-offs. Pooled loans are loans and leases that are homogeneous in nature, such as residential mortgage loans and small business loans.
Management believes that the allowance for credit losses approximates the probable but unconfirmed losses existing in the Bank's loan portfolio, as of June 30, 2002.
Securities
The Company classifies its securities as held-to-maturity, trading or available-for-sale. Securities classified as held-to-maturity are those that the Company has the positive intent and ability to hold until maturity. These securities are carried at amortized cost. As of June 30, 2002 and December 31, 2001, there were no securities held-to-maturity.
Securities that are obtained and held principally for the purpose of selling them in the near term are classified as trading and are reported at fair value, with unrealized gains and losses included in earnings. Equity securities received upon the exercise of warrants and security distributions from venture capital funds are classified as trading.
Securities that could be sold in response to changes in interest rates, increased loan demand, liquidity needs, capital requirements or other similar factors, are classified as securities available-for-sale. These securities are carried at fair value, with unrealized gains and losses reflected, net of tax, in other comprehensive income.
As of June 30, 2002, the Company recorded net unrealized gains of $17,617,000 on its available-for-sale portfolio. Accumulated other comprehensive income includes $11,451,000, representing the net unrealized gains, net of tax.
The amortized cost, gross unrealized gains, gross unrealized losses and fair value of securities at June 30, 2002 and December 31, 2001 were as follows:
<TABLE>
<CAPTION>
Gross |
Gross |
|||
(In Thousands) |
Amortized |
Unrealized |
Unrealized |
Fair |
June 30, 2002 |
Cost |
Gains |
Losses |
Value |
<s> |
<c> |
<c> |
<c> |
<c> |
Securities Available-for-Sale |
||||
State and Municipal Securities |
$ 2,225 |
$ 18 |
$ - |
$ 2,243 |
U. S. Treasuries |
1,078 |
12 |
- |
1,090 |
U.S. Government Agencies |
202,034 |
1,003 |
- |
203,037 |
Mortgage Backed Securities |
502,368 |
6,913 |
124 |
509,157 |
Commercial Mortgage Backed Securities |
101,085 |
2,560 |
71 |
103,574 |
Corporate Notes |
35,091 |
649 |
- |
35,740 |
Collateralized Mortgage Obligations |
215,463 |
5,347 |
63 |
220,747 |
Asset Backed Securities |
44,776 |
1,373 |
- |
46,149 |
FHLB Stock |
17,548 |
- |
- |
17,548 |
Total |
$1,121,668 |
$17,875 |
$ 258 |
$1,139,285 |
Trading Account Securities |
||||
Equity Issues |
$ - |
$ - |
$ - |
$ 1 |
Total |
$ - |
$ - |
$ - |
$ 1 |
Gross |
Gross |
|||
(In Thousands) |
Amortized |
Unrealized |
Unrealized |
Fair |
December 31, 2001 |
Cost |
Gains |
Losses |
Value |
Securities Available-for-Sale |
||||
U.S. Government Agencies |
$ 100,877 |
$ 1,614 |
$ 237 |
$ 102,254 |
Mortgage Backed Securities |
302,827 |
2,212 |
1,963 |
303,076 |
Commercial Mortgage Backed Securities |
166,332 |
4,879 |
848 |
170,363 |
Corporate Notes |
87,530 |
4,446 |
- |
91,976 |
Collateralized Mortgage Obligations |
308,299 |
6,176 |
697 |
313,778 |
Asset Backed Securities |
102,334 |
2,588 |
- |
104,922 |
FHLB Stock |
12,620 |
- |
- |
12,620 |
Total |
$ 1,080,819 |
$ 21,915 |
$ 3,745 |
$ 1,098,989 |
Trading Account Securities |
||||
Equity Issues |
$ - |
$ - |
$ - |
$ 31 |
Total |
$ - |
$ - |
$ - |
$ 31 |
</TABLE>
As of June 30, 2002, the fair value of total securities available-for-sale was $1,139.3 million, of which $35.7 million is unsecured corporate debt, as shown below (dollars in millions):
<TABLE>
<CAPTION>
<s> |
<c> |
CIT Group |
$ 10.2 |
Countrywide Credit |
2.1 |
Daimler Chrysler |
6.2 |
General Motor |
1.0 |
Heller Financial |
10.1 |
Lehman Brothers |
6.1 |
Total |
$ 35.7 |
</TABLE>
As of June 30, 2002, trading securities totaled $1,000 and were comprised of one equity issue and is a non-interest bearing instrument.
There were sales of securities from the available-for-sale portfolio with a book value of $206.2 million for proceeds of $216.3 million during the six months ended June 30, 2002. The related gains on sale were $10,127,000. The weighted average yield on the securities sold was 6.43%. There were no sales of securities held-to-maturity during the six months ended June 30, 2002. There were no sales of securities of available-for-sale or securities held-to-maturity during the six months ended June 30, 2001.
Other Investments
As of June 30, 2002, other investments totaled $9.5 million. The balance includes various venture capital funds that invest in technology companies. As of June 30, 2002, undisbursed commitments to invest in these various funds totaled $5.4 million. In addition to seeking an appropriate return from such investments, the Company seeks to use the investments to increase its high technology banking business. Also included in other investments is a 10% equity ownership in the beneficial interest of an aircraft trust ("AFT"). As of June 30, 2002, the investment totaled $2.9 million which amount excludes an accumulated other comprehensive loss amount of $2.3 million. The other comprehensive loss balance reduces the carrying value of the Company's investment to $570,000. AFT owns 36 aircraft on lease to different lessees in various countries. The Company accounts for this investment using the equity method. The Company recorded a $144,000 expense related to AFT in the 2nd quarter, 2002.
Finally, included in other investments are investments made by the Bank in corporations responsible for lending activities qualifying under, among other things, the Community Reinvestment Act. These investments are accounted for by the cost method or equity method, as appropriate.
Deposits
The Company's deposits totaled $1,936.6 million as of June 30, 2002, representing a $108.7 million, or 5.9%, increase from total deposits of $1,827.9 million as of December 31, 2001. The increase was primarily due to interest bearing demand deposits which grew $112.8 million. This increase was partially offset by a $20.6 million decrease in other time deposits.
There were no brokered deposits outstanding as of June 30, 2002 and December 31, 2001. The Company believes that the majority of its deposit customers have strong ties to the Bank. Although the Company has a significant amount of time deposits of $100,000 or more having maturities of one year or less, in the past the depositors have generally renewed their deposits at their maturity. Accordingly, the Company believes its deposit source to be stable.
The maturity schedule of time certificates of deposit of $100,000 or more, as of June 30, 2002, is as follows:
<TABLE>
<CAPTION>
(In Thousands) |
Amount |
<s> |
<c> |
3 Months or Less |
$527,689 |
Over 3 Months Through 6 Months |
171,059 |
Over 6 Months Through 12 Months |
214,358 |
Over 12 Months |
15,452 |
Total |
$928,558 |
</TABLE>
The State of California has advised the Bank that its deposits totaling $125.0 million as of June 30, 2002 will not be renewed as they mature. The deposits all mature in the third quarter of 2002. As the Company had $151.5 million of federal funds sold and securities purchased under agreements to resell and $1,139 million of securities available-for-sale as of June 30, 2002, it is not anticipated there will result any significant change to the Company's liquidity.
Other Borrowings
As of June 30, 2002, the Company has two sources of outstanding borrowings.
The Bank has obtained advances from the Federal Home Loan Bank of San Francisco (the "FHLB") totaling $337.4 million, as of June 30, 2002. The advances are under an existing line of credit whereby the FHLB has granted the Bank an amount equal to 25% of its assets.
The maturity schedule of outstanding advances as of June 30, 2002 is as follows:
<TABLE>
<CAPTION>
(In Thousands) |
Amount |
Fixed Rate of Interest |
<s> |
<c> |
<c> |
3 Months or Less |
$ 5,000 |
5.61% |
Over 3 Months Through 12 Months |
65,000 |
4.70% - 5.25% |
Over 1 Year Through 3 Years |
267,400 |
2.89% - 5.25% |
Total |
$ 337,400 |
2.89% - 5.61% |
</TABLE>
The total outstanding advances of $337.4 million as of June 30, 2002 have a composite fixed rate of interest of 4.07%
Subordinated debt is comprised of a $40 million public offering issuance of 8.375% subordinated notes due August 1, 2007. Proceeds of $38.7 million, net of underwriting discount of $1.3 million, were received by the Company at date of issuance. The discount is amortized as a yield adjustment over the 10-year life of the notes.
Capital Resources
Stockholders' equity totaled $195.3 million as of June 30, 2002, a decrease of $11.0 million, or 5.3%, from $206.3 million, as of December 31, 2001. The decline was primarily the result of the net loss recorded for the six months ended June 30, 2002.
In February, 2001, the Board of Directors authorized a stock repurchase program approving the buy-back of up to 500,000 shares of the Company's stock. As of June 30, 2002, 405,000 shares had been repurchased at an average cost of $26.83 per share for a total of $10.9 million. There is an additional 300,000 share program authorized by the Board after the above program is completed.
Capital ratios for the Company and for the Bank were as follows as of the dates indicated:
<TABLE>
<CAPTION>
Well-Capitalized |
June 30, |
December 31, |
|
Requirements |
2002 |
2001 |
|
<s> |
<c> |
<c> |
<c> |
GBC Bancorp |
|||
Tier 1 Leverage Ratio |
5% |
6.98% |
8.73% |
Tier 1 Risk-Based Capital Ratio |
6% |
10.25% |
10.70% |
Total Risk-Based Capital Ratio |
10% |
13.32% |
14.09% |
General Bank |
|||
Tier 1 Leverage Ratio |
5% |
7.46% |
9.25% |
Tier 1 Risk-Based Capital Ratio |
6% |
10.99% |
11.38% |
Total Risk-Based Capital Ratio |
10% |
12.25% |
12.63% |
</TABLE>
For the quarter ended June 30, 2002, the ratio of the Company's average stockholders' equity to average assets was 7.87%. For the year ended December 31, 2001, this ratio was 9.60%.
GBC Bancorp Executive Obligation Trust (The "Trust")
In the first quarter, 2000, the Company entered into a trust agreement providing for the Trust with Union Bank of California as trustee. There were no transactions involving the Trust for the quarter ended June 30, 2002.
In the consolidated financial statements, the shares held in the Trust are reduced from common stock and included as a separate component of stockholders' equity captioned "deferred compensation". As of June 30, 2002, this amount was $2,103,000, representing the cost of the 79,001 shares held in the Trust.
Liquidity
Liquidity measures the ability of the Company to meet fluctuations in deposit levels, to fund its operations and to provide for customers' credit needs. Liquidity is monitored by management on an on-going basis. Asset liquidity is provided by cash and short-term financial instruments which include federal funds sold and securities purchased under agreements to resell, unpledged securities held to maturity maturing within one year and unpledged securities available-for-sale. These sources of liquidity amounted to $800.8 million, or 31.5% of total assets, as of June 30, 2002, compared to $823.9 million, or 34.8% of total assets, as of December 31, 2001.
To further supplement its liquidity, the Company has established federal funds lines with correspondent banks and three master repurchase agreements with major brokerage companies. The Company does not anticipate any further funding from the FHLB. Notwithstanding this, management believes its liquidity sources to be stable and adequate.
As of June 30, 2002, total loans and leases represented 61.1% of total deposits. This compares to 62.0% as of December 31, 2001.
The liquidity of the parent company, GBC Bancorp, is primarily dependent on the payment of cash dividends by its subsidiary, General Bank, subject to the limitations imposed by the Financial Code of the State of California. For the six months ended June 30, 2002, the Bank declared cash dividends of $2.8 million to GBC Bancorp.
"GAP" measurement
While no single measure can completely identify the impact of changes in interest rates on net interest income, one gauge of interest rate sensitivity is to measure, over a variety of time periods, contractual differences in the amounts of the Company's rate sensitive assets and rate sensitive liabilities. These differences, or "gaps", provide an indication of the extent that net interest income may be affected by future changes in interest rates. However, these contractual "gaps" do not take into account timing differences between the repricing of assets and the repricing of liabilities.
A positive gap exists when rate sensitive assets exceed rate sensitive liabilities and indicates that a greater volume of assets than liabilities will reprice during a given period. This mismatch may enhance earnings in a rising rate environment and may inhibit earnings when rates decline. Conversely, when rate sensitive liabilities exceed rate sensitive assets, referred to as a negative gap, it indicates that a greater volume of liabilities than assets will reprice during the period. In this case, a rising interest rate environment may inhibit earnings and declining rates may enhance earnings.
"Gap" reports originated as a means to provide management with a tool to monitor repricing differences, or "gaps", between assets and liabilities repricing in a specified period, based upon their underlying contractual rights. The use of "gap" reports is thus limited to a quantification of the "mismatch" between assets and liabilities repricing within a unique specified timeframe. Contractual "Gap" reports cannot be used to quantify exposure to interest rate changes because they do not take into account timing differences between repricing assets and liabilities, and changes in the amount of prepayments.
As of June 30, 2002, there was a cumulative one-year negative "gap" of $574.6 million, down from $663.6 million as of December 31, 2001.
The following table indicates the Company's interest rate sensitivity position as of June 30, 2002, and is based on contractual maturities. It may not be reflective of positions in subsequent periods:
<TABLE>
<CAPTION>
June 30, 2002 |
||||||||||||
INTEREST SENSITIVITY PERIOD |
||||||||||||
0 to 90 |
91 to 365 |
Over 1 Year |
Over |
Non-Interest |
||||||||
(In Thousands) |
Days |
Days |
to 5 Years |
5 Years |
Earning/Bearing |
Total |
||||||
<s> |
<c> |
<c> |
<c> |
<c> |
<c> |
<c> |
||||||
Earning Assets |
||||||||||||
Securities Available-for-Sale |
$ 151,729 |
$ 21,477 |
$ 87,637 |
$ 878,442 |
$ - |
$ 1,139,285 |
||||||
Trading Account Securities |
- |
- |
- |
1 |
1 |
|||||||
Federal Funds Sold & Securities |
||||||||||||
Purchased Under Agreement to Resell |
151,500 |
- |
- |
- |
- |
151,500 |
||||||
Loans and Leases (1) (2) |
844,324 |
16,446 |
135,530 |
163,025 |
- |
1,159,325 |
||||||
Non-Earning Assets (2) |
- |
- |
- |
- |
89,339 |
89,339 |
||||||
Total Earning Assets |
$ 1,147,553 |
$ 37,923 |
$ 223,167 |
$ 1,041,467 |
$ 89,340 |
$ 2,539,450 |
||||||
Source of Funds for Assets |
||||||||||||
Deposits: |
||||||||||||
Demand - N/B |
$ - |
$ - |
$ - |
$ - |
$ 225,001 |
$ 225,001 |
||||||
Interest Bearing Demand |
551,509 |
- |
- |
- |
- |
551,509 |
||||||
Savings |
92,246 |
- |
- |
- |
- |
92,246 |
||||||
TCD'S Under $100,000 |
71,225 |
62,026 |
6,015 |
- |
- |
139,266 |
||||||
TCD'S $100,000 and Over |
527,689 |
385,417 |
15,452 |
- |
- |
928,558 |
||||||
Total Deposits |
$ 1,242,669 |
$ 447,443 |
$ 21,467 |
$ - |
$ 225,001 |
$ 1,936,580 |
||||||
Borrowings from the Federal Home Loan Bank |
$ 5,000 |
$ 65,000 |
$ 267,400 |
$ - |
$ 337,400 |
|||||||
Subordinated Debt |
- |
- |
- |
39,334 |
- |
39,334 |
||||||
Other Liabilities |
- |
- |
- |
- |
30,825 |
30,825 |
||||||
Stockholders' Equity |
- |
- |
- |
- |
195,311 |
195,311 |
||||||
Total Liabilities and |
||||||||||||
Stockholders' Equity |
$ 1,247,669 |
$ 512,443 |
$ 288,867 |
$ 39,334 |
$ 451,137 |
$ 2,539,450 |
||||||
Interest Sensitivity Gap |
$ (100,116) |
$ (474,520) |
$ (65,700) |
$ 1,002,133 |
$ (361,797) |
|||||||
Cumulative Interest Sensitivity |
||||||||||||
Gap |
($100,116) |
($574,636) |
($640,336) |
$361,797 |
- |
|||||||
Gap Ratio (% of Total Assets) |
-3.9% |
-18.7% |
-2.6% |
39.5% |
-14.3% |
|||||||
Cumulative Gap Ratio |
-3.9% |
-22.6% |
-25.2% |
14.3% |
0.0% |
|||||||
(1) Loans and leases are before unamortized deferred loan fees and allowance for credit losses. |
||||||||||||
(2) Non-accrual loans are included in non-earning assets. |
</TABLE>
Effective asset/liability management includes maintaining adequate liquidity and minimizing the impact of future interest rate changes on net interest income. The Company attempts to manage its interest rate sensitivity on an on going basis through the analysis of the repricing characteristics of its loans, securities, and deposits, and managing the estimated net interest income volatility by adjusting the terms of its interest-earning assets and liabilities, and through the use of derivatives as needed.
Item 3. Qualitative and Quantatative Disclosures about Market Risk
Market risk
Market risk is the risk of financial loss arising from adverse changes in market prices and interest rates. The Company's market risk is inherent in its lending and deposit taking activities to the extent of differences in the amounts maturing or degree of repricing sensitivity. Adverse changes in market prices and interest rates may therefore result in diminished earnings and ultimately an erosion of capital.
Since the Company's profitability is affected by changes in interest rates, management actively monitors how changes in interest rates may affect earnings and ultimately the underlying market value of equity. Management monitors interest rate exposure through the use of three basic measurement tools in conjunction with established risk limits. These tools are the expected maturity gap report, net interest income volatility and market value of equity volatility reports. The gap report details the expected maturity mismatch or gap between interest earning assets and interest bearing liabilities over a specified timeframe. The expected gap differs from the contractual gap report shown earlier in this section by adjusting contractual maturities for expected prepayments of principal on loans and amortizing securities as well as the projected timing of repricing non-maturity deposits. The following table shows the Company's financial instruments that are sensitive to changes in interest rates categorized by their expected maturity, as of June 30, 2002:
<TABLE>
<CAPTION>
Expected Maturity Date |
||||||||||
As of June 30, 2002 |
||||||||||
0 to 90 |
91 to 365 |
Over 1 Year |
Over |
|||||||
(In Thousands) |
Days |
Days |
to 5 Years |
5 Years |
Total |
|||||
<s> |
<c> |
<c> |
<c> |
<c> |
<c> |
|||||
Interest-sensitive Assets: |
||||||||||
Securities Available-for-Sale |
$ 233,975 |
$ 164,193 |
$ 548,384 |
$ 192,733 |
$ 1,139,285 |
|||||
Federal Funds Sold & Securities |
||||||||||
Purchased Under Agreements to Resell |
151,500 |
- |
- |
- |
151,500 |
|||||
Loans and Leases (1) |
844,324 |
16,446 |
135,530 |
163,025 |
1,159,325 |
|||||
Total Interest-earning Assets |
$ 1,229,799 |
$ 180,639 |
$ 683,914 |
$ 355,758 |
$ 2,450,110 |
|||||
Interest-sensitive Liabilities: |
||||||||||
Deposits: |
||||||||||
Interest Bearing Demand |
$ 27,800 |
$ 83,400 |
$ 275,530 |
$ 164,779 |
$ 551,509 |
|||||
Savings |
2,306 |
6,918 |
27,674 |
55,348 |
92,246 |
|||||
Time Certificates of Deposit |
598,913 |
447,443 |
21,468 |
- |
1,067,824 |
|||||
Total Interest - bearing Deposits |
$ 629,019 |
$ 537,761 |
$ 324,672 |
$ 220,127 |
$ 1,711,579 |
|||||
Borrowing from FHLB |
$5,000 |
$65,000 |
$267,400 |
$- |
$337,400 |
|||||
Subordinated Debt |
- |
- |
- |
39,334 |
39,334 |
|||||
Total Interest-sensitive Liabilities |
$ 634,019 |
$ 602,761 |
$ 592,072 |
$ 259,461 |
$ 2,088,313 |
|||||
(1) Loans and leases are net of non-accrual loans and before unamortized deferred loan fees and allowance for credit losses. |
</TABLE>
Expected maturities of assets are contractual maturities adjusted for projected payment based on contractual amortization and unscheduled prepayments of principal as well as repricing frequency. Expected maturities for deposits are based on contractual maturities adjusted for projected rollover rates and changes in pricing for non-maturity deposits. The Company utilizes assumptions supported by documented analysis for the expected maturities of its loans and repricing of its deposits and relies on third party data providers for prepayment projections for amortizing securities. The actual maturities of these instruments could vary significantly if future prepayments and repricing differ from the Company's expectations based on historical experience.
The Company uses a computer simulation analysis to attempt to predict changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. The net interest income volatility and market value of equity volatility reports measure the exposure of earnings and capital respectively, to immediate incremental changes in market interest rates as represented by the prime rate change of 100 to 200 basis points. Market value of portfolio equity is defined as the present value of assets minus the present value of liabilities and off balance sheet contracts. The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of June 30, 2002:
<TABLE>
<CAPTION>
Net Interest |
Market Value of |
|
Change in Interest |
Income Volatility |
Equity Volatility |
Rates (Basis Points) |
June 30, 2002 (1) |
June 30, 2002 (2) |
<c> |
<c> |
<c> |
+200 |
8.4% |
-12.1 % |
+100 |
5.0 % |
-5.9 % |
-100 |
-6.2 % |
-1.4 % |
-200 |
-11.9 % |
-4.5 % |
the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios. |
||
the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios. |
</TABLE>
The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of March 31, 2002. This table is presented herein because the table as presented in the Company's Form 10-Q filed for March 31, 2002 was erroneous.
<TABLE>
<CAPTION>
Net Interest |
Market Value of |
|
Change in Interest |
Income Volatility |
Equity Volatility |
Rates (Basis Points) |
March 31, 2002 (1) |
March 31, 2002 (2) |
<c> |
<c> |
<c> |
+200 |
1.4 % |
-14.3 % |
+100 |
0.9 % |
-7.3 % |
-100 |
-1.8 % |
4.6 % |
-200 |
-7.4 % |
2.6 % |
the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios. |
||
the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios. |
</TABLE>
The Company's primary objective in managing interest rate risk is to minimize the adverse effects of changes in interest rates on earnings and capital. In this regard the Company has established internal risk limits for net interest income volatility given a 100 and 200 basis point decline in rates of 10% and 15%, respectively, over a twelve-month horizon. Similarly, risk limits have been established for market value of portfolio equity volatility in response to a 100 and 200 basis point increase in rates of 10% and 15%, respectively.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein, including, without limitation, statements containing the words "indicates," "anticipates," "believes," "intends," "expects" and words of similar import, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: credit quality, general economics and business conditions in those areas in which the Company operates; competition; fluctuations in interest rates; changes in business strategy or development plans; changes in governmental regulation; and other factors referenced herein, including, without limitation, under the captions Provision for Credit Losses, Market Risk, Liquidity and Interest Rate Sensitivity, and Recent Accounting Developments. Given these uncertainties, the reader is cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In the normal course of business, the Company is subject to pending and threatened legal actions. After reviewing pending actions with counsel, management believes that the outcome of such actions will not have a material adverse effect on the financial condition or the results of operations of the Company.
Item 2. CHANGES IN SECURITIES
There have been no changes in the securities of the Registrant during the quarter ended June 30, 2002.
Item 3. DEFAULT UPON SENIOR SECURITIES
This item is not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 15, 2002, a proposal to elect thirteen directors to the Board of Directors of the Registrant to hold office until the next meeting and until their successors are elected and qualified was approved by shareholders. This proposal received the following votes:
<TABLE>
<CAPTION>
For |
Withheld |
|
<s> |
<c> |
<c> |
Benard Chen |
9,761,002 |
106,207 |
Thomas C.T. Chiu |
9,761,002 |
106,207 |
Chuang-I Lin |
9,761,002 |
106,207 |
Ko-Yen Lin |
9,761,002 |
106,207 |
Ting-Yung Liu |
9,761,002 |
106,207 |
John Wang |
9,761,002 |
106,207 |
Kenneth Wang |
9,761,002 |
106,207 |
Chien-Te Wu |
9,761,002 |
106,207 |
Julian Wu |
9,761,002 |
106,207 |
Li-Pei Wu |
9,761,002 |
106,207 |
Peter Wu |
9,443,246 |
423,963 |
Ping C. Wu |
9,761,002 |
106,207 |
Chin-Liang Yen |
9,761,002 |
106,207 |
</TABLE>
Item 5. OTHER INFORMATION
There are no events to be reported under this item.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: None
b) Reports on Form 8-K: None
PART III - SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GBC Bancorp
(Registrant)
Dated: August 13, 2002 /s/ Peter Wu____________
Peter Wu, President and
Chief Executive Officer
Dated: August 13, 2002 /s/ Peter Lowe___________
Peter Lowe, Executive
Vice President and
Chief Financial Officer