Back to GetFilings.com



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                                                     June 30, 2004                                                      

 

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to _____________________________________

Commission file number _____________________________0-18630_______________________________

                                                                 CATHAY GENERAL BANCORP                                                  

(Exact name of registrant as specified in its charter)

 

                             Delaware                                                                         95-4274680                                    

(State of other jurisdiction of incorporation                                               (I.R.S. Employer

                or organization)                                                                         Identification No.)

 

 777 North Broadway, Los Angeles, California                                                   90012                                         

(Address of principal executive offices)                                                           (Zip Code)

Registrant's telephone number, including area code:                         (213) 625-4700                                              

                                                                                                                                                                &nbs p;                                                                     

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock, $.01 par value, 24,918,673 shares outstanding as of July 30, 2004.

 

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

2nd QUARTER 2004 REPORT ON FORM 10-Q

table of contents

 

 

 

PART I - FINANCIAL INFORMATION 3

Item 1. FINANCIAL STATEMENTS (Unaudited) 3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7

Business 7

Merger with GBC Bancorp and Related Acquisition Reserves 7

Basis of Presentation 7

Recent Accounting Pronouncements 8

Financial Derivatives 8

Earnings per Share 9

Stock-Based Compensation 9

Commitments and Contingencies 10

Regulatory Matters 11

Regulated Investment Company 11

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12

Critical Accounting Policies 13

Income Statement Review 14

Financial Condition Review 17

Asset Quality Review 22

Capital Resources 27

Capital Adequacy Review 28

Liquidity 29

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 30

Market Risk 30

Financial Derivatives 32

Item 4. CONTROLS AND PROCEDURES 33

PART II - OTHER INFORMATION 33

Item 1. LEGAL PROCEEDINGS 33

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 33

Item 3. DEFAULTS UPON SENIOR SECURITIES 34

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 34

Item 5. OTHER INFORMATION 34

Item 6. EXHIBITS AND REPORTS ON FORM 8-K 34

SIGNATURES 35

PART I - FINANCIAL INFORMATION

 

 

Item 1. FINANCIAL STATEMENTS

(Unaudited)

 

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

(In thousands, except share and per share data)

June 30, 2004

 

December 31, 2003

 

% change

Assets

Cash and due from banks

$ 108,154

$ 111,699

(3)

Federal funds sold and securities purchased

under agreements to resell

27,000

 

82,000

(67)

Cash and cash equivalents

135,154

193,699

(30)

Investment securities (amortized cost of $1,760,058 in 2004 and $1,692,780 in 2003)

1,746,912

1,707,962

2

Loans

3,532,754

3,306,421

7

     Less: Allowance for loan losses

(66,007)

(65,808)

-

              Unamortized deferred loan fees

(10,141)

 

(10,862)

(7)

              Loans, net

3,456,606

3,229,751

7

Other real estate owned, net

-

400

(100)

Affordable housing investments, net

37,765

32,977

15

Premises and equipment, net

34,660

35,624

(3)

Customers' liability on acceptances

15,657

11,731

33

Accrued interest receivable

19,658

21,553

(9)

Goodwill

240,459

241,728

(1)

Other intangible assets, net

50,153

52,730

(5)

Other assets

33,105

13,760

141

     Total assets

$ 5,770,129

 

$ 5,541,915

4

Liabilities and Stockholders' Equity

Deposits

     Non-interest-bearing demand deposits

$ 699,884

$ 633,556

10

     Interest-bearing deposits:

          NOW deposits

267,495

279,679

(4)

          Money market deposits

583,275

657,638

(11)

          Savings deposits

426,759

425,076

-

          Time deposits under $100

537,886

559,305

(4)

          Time deposits of $100 or more

1,992,908

 

1,872,827

6

          Total deposits

4,508,207

 

4,428,081

2

Federal funds purchased and securities sold under agreement to repurchase

65,000

82,500

(21)

Advances from the Federal Home Loan Bank

429,197

258,313

66

Other borrowings

10,688

27,622

(61)

Minority interest in consolidated subsidiary

8,620

4,412

95

Acceptances outstanding

15,657

11,731

33

Junior subordinated notes

53,886

53,856

-

Other liabilities

35,918

 

56,104

(36)

     Total liabilities

5,127,173

 

4,922,619

4

Stockholders' Equity

     Preferred stock, $0.01 par value; 10,000,000 shares

     Authorized, none issued

-

-

-

     Common stock, $0.01 par value, 100,000,000 shares authorized,

          25,124,001 issued and 24,888,141outstanding in 2004 and

          24,804,091 outstanding in 2003

252

251

-

     Treasury stock, at cost (319,910 shares in 2004 and in 2003)

(8,810)

(8,810)

-

     Additional paid-in-capital

373,205

365,272

2

     Unearned compensation

(13,414)

(10,834)

24

     Accumulated other comprehensive (loss) income, net

(7,342)

9,444

(178)

     Retained earnings

299,065

 

263,973

13

     Total stockholders' equity

642,956

 

619,296

4

 

 

 

 

     Total liabilities and stockholders' equity

$ 5,770,129

 

$ 5,541,915

4

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

Three months ended June 30,

Six months ended June 30,

(In thousands, except share and per share data)

 

2004

2003

2004

2003

INTEREST INCOME

Interest on loans

$ 47,770

$ 27,034

$ 93,229

$ 53,970

Interest on securities available-for-sale

18,100

8,676

36,679

17,547

Interest on federal funds sold and securities purchased under agreements to resell

27

128

77

301

Interest on deposits with banks

35

12

65

14

 

 

 

 

 

 

Total interest income

 

65,932

35,850

130,050

71,832

INTEREST EXPENSE

Time deposits of $100 or more

7,391

5,032

14,625

10,232

Other deposits

3,932

2,598

7,665

5,279

Other borrowed funds

2,412

1,417

4,494

2,671

 

 

 

 

 

 

Total interest expense

 

13,735

9,047

26,784

18,182

Net interest income before provision for loan losses

52,197

26,803

103,266

53,650

Provision for loan losses

-

1,650

-

3,300

 

 

 

 

 

 

Net interest income after provision for loan losses

 

52,197

25,153

103,266

50,350

NON-INTEREST INCOME

Securities gains, net

1,420

3,858

1,218

5,653

Letters of credit commissions

1,144

496

2,097

994

Depository service fees

1,896

1,472

3,832

2,805

Other operating income

2,095

1,140

3,804

2,200

 

 

 

 

 

 

Total non-interest income

 

6,555

6,966

10,951

11,652

NON-INTEREST EXPENSE

Salaries and employee benefits

13,121

7,081

25,338

13,724

Occupancy expense

1,804

924

3,933

1,905

Computer and equipment expense

1,817

832

3,850

1,652

Professional services expense

1,728

947

3,275

1,944

FDIC and State assessments

263

127

533

257

Marketing expense

516

460

1,215

849

Other real estate owned expense

39

83

516

129

Operations of affordable housing investments

646

703

1,395

1,228

Amortization of core deposit intangibles

1,333

49

2,667

96

Other operating expense

1,431

808

3,237

1,460

 

 

 

 

 

 

Total non-interest expense

 

22,698

12,014

45,959

23,244

Income before income tax expense

36,054

20,105

68,258

38,758

Income tax expense

13,910

6,860

26,211

12,980

 

 

 

 

 

 

Net income

 

22,144

13,245

42,047

25,778

Other comprehensive income (loss), net of tax

Unrealized holding (losses) gains arising during the period

(22,712)

7,418

14,547)

7,126

Unrealized losses on cash flow hedge derivatives

(367)

(216)

(369)

(189)

Less: reclassfication adjustments included in net income

 

1,584

354

1,870

1,518

Total other comprehensive income (loss), net of tax

 

(24,663)

6,848

(16,786)

5,419

Total comprehensive income (loss)

 

$ (2,519)

$ 20,093

$ 25,261

$ 31,197

Net income per common share:

Basic

$ 0.89

$ 0.74

$ 1.69

$ 1.43

Diluted

$ 0.88

$ 0.73

$ 1.67

$ 1.42

Cash dividends paid per common share

$ 0.14

$ 0.14

$ 0.28

$ 0.28

Basic average common shares outstanding

24,881,174

18,016,015

24,858,412

18,009,937

Diluted average common shares outstanding

25,159,594

18,155,180

25,126,123

18,136,125

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the six months ended June 30,

(In thousands)

2004

 

2003

Cash Flows from Operating Activities:

Net income

$42,047

$25,779

Adjustments to reconcile net income to net cash provided (used) by operating activities:

Provision for loan losses

-

3,300

Provision for losses on other real estate owned

400

-

Depreciation

1,438

836

Gain on sale of other real estate owned

-

-

Gain on sales of loans

(465)

(294)

Gain on sales and calls of investment securities

(1,218)

(5,653)

Proceeds from sales of loans

6,518

6,530

Amortization of investment securities

4,615

1,879

Other non-cash interest

(1,406)

-

Amortization of intangibles

2,667

109

Stock-based compensation expense

1,473

194

Tax benefits from stock options

838

6

Increase (decrease) in deferred loan fees, net

(721)

532

Decrease in accrued interest receivable

1,895

465

(Increase) decrease in other assets, net

(19,327)

1,117

Decrease in other liabilities

(133)

 

(44,321)

Net cash provided (used) by operating activities

38,621

 

(9,521)

Cash Flows from Investing Activities:

Purchase of investment securities available-for-sale

(462,353)

(357,765)

Proceeds from maturity, prepayments and call of investment securities available-for-sale

362,452

79,871

Proceeds from sale of investment securities available-for-sale

29,117

42,986

Purchase of investment securities held-to-maturity

-

(3,469)

Proceeds from maturity, prepayments and call of investment securities held-to-maturity

-

84,641

Purchase of mortgage-backed securities held-to-maturity

-

(34,645)

Net increase in loans

(232,973)

(83,466)

Purchase of premises and equipment

(474)

(634)

Net increase in investments in affordable housing

(4,788)

2

Additional cash payments related to acquisition of GBC Bancorp

(7,241)

 

-

Net cash used in investing activities

(316,260)

 

(272,479)

Cash Flows from Financing Activities:

Net (decrease)/ increase in demand deposits, NOW deposits, money market and savings deposits

(18,535)

59,575

Net (decrease)/ increase in time deposits

99,737

70,661

Net (decrease) increase in Federal funds purchase and securities sold under agreements to repurchase

(17,500)

124,000

Increase in advances from Federal Home Loan Bank

590,000

-

Repayment of FHLB borrowings

(418,000)

-

Increase in other borrowings

3,096

-

Repayment of other borrowings

(20,000)

-

Cash dividends

(6,955)

(5,038)

Issuance of preferred stock of subsidiary

4,208

19,701

Proceeds from shares issued to the Dividend Reinvestment Plan

1,338

1,336

Proceeds from exercise of stock options

1,705

33

Purchase of treasury stock

-

 

(523)

Net cash provided by financing activities

219,094

 

269,745

Decrease in cash and cash equivalents

(58,545)

(12,255)

Cash and cash equivalents, beginning of period

193,699

 

89,777

Cash and cash equivalents, end of period

$ 135,154

 

$ 77,522

Supplemental disclosure of cash flows information

Cash paid during the period:

Interest

$ 27,519

$ 18,387

Income taxes

$ 39,618

$ 35,499

Non-cash investing activities:

Transfer to investment securities available-for-sale within 90 days of maturity

$ -

$ 412,122

Net change in unrealized holding gain on securities available-for-sale, net of tax

$ (16,417)

$ 5,608

Net change in unrealized gains on cash flow hedge derivatives, net of tax

$ (369)

$ (189)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Business

Cathay General Bancorp (the "Bancorp") is the holding company for Cathay Bank (the "Bank"), four limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc., (together the "Company" or "we", "us," or "our"). Bancorp also owns 100% of the common stock of three statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. The Bank now operates twenty-three branches in Southern California, nine branches in Northern California, one branch in Washington State, three branches in New York State, two branches in Massachusetts, and one branch in Houston, Texas, plus representative offices in Taipei, Taiwan, Hong Kong and Shanghai, China. As part of its post-merger integration plans to efficiently serve its customers, the Bank closed six branches in April, 2004, and intends to close four additional branches in Southern California in or around October 2004. In addition, the Bank's subsidiaries, Cathay Investment Company and GBC Trade Services, Asia Limited maintain offices in Taiwan and Hong Kong, respectively. The Bank is a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located.

Merger with GBC Bancorp and Related Acquisition Reserves

As of the close of business on October 20, 2003, the Company completed its merger with GBC Bancorp and General Bank (the "GBC merger"), pursuant to the terms of the Agreement and Plan of Merger dated May 6, 2003. As a result of the merger, Cathay Bancorp, Inc. issued 6.75 million shares of its newly issued common stock, and paid $162.4 million in cash for all of the issued and outstanding shares of GBC Bancorp common stock. In addition, the Company's name was changed to Cathay General Bancorp. The results of GBC Bancorp's operations have been included in the Company's consolidated financial statements since October 20, 2003. The return on assets and return on equity after the merger with GBC Bancorp are lower than in previous periods, due in part to the increases in assets and stockholders' equity as a result of the GBC merger.

Reserves for estimated lease termination costs of $1.3 million and severance and contract termination costs of $1.3 million were established as purchase price adjustments for the October 20, 2003 merger with GBC Bancorp. Through June 30, 2004, approximately $0.5 million of these costs have been incurred and paid. During 2004, goodwill was decreased by $1.3 million due to a decrease of $0.8 million of income taxes payable upon finalization of GBC Bancorp's tax return for 2003 and by $0.5 million to reflect the after-tax impact of the decrease in the reserve for estimated lease termination costs as a result of more precisely determining the branches expected to be closed.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with 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 GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation. For further information, refer to the audited consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 2003.

 

The preparation of the consolidated financial statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant estimate subject to change relates to the allowance for loan losses.

Recent Accounting Pronouncements

 In March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments". This EITF describes a model involving three steps: (1) determine whether an investment is impaired, (2) determine whether the impairment is other-than-temporary, and (3) to recognize the impairment loss in earnings. The EITF also requires several additional disclosures for cost-method investments. The EITF's impairment accounting guidance is effective for reporting periods beginning after June 15, 2004. The Company expects that the adoption of this EITF will not have a material impact on its consolidated financial statements.

Financial Derivatives

The Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to its interest-earning assets and interest-bearing liabilities. The Company recognizes all derivatives on the balance sheet at fair value. Fair value is based on dealer quotes, or quoted prices from instruments with similar characteristics. The Company uses financial derivatives designated for hedging activities as cash flow hedges. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives will be reflected in current earnings, together with changes in the fair value of the related hedged item.

On March 21, 2000, the Company entered into an interest rate swap agreement with a major financial institution in the notional amount of $20.0 million for a period of five years. The interest rate swap was for the purpose of hedging the cash flows from a portion of our floating rate loans against declining interest rates. The purpose of the hedge is to provide a measure of stability in the future cash receipts from such loans over the term of the swap agreement, which at June 30, 2004, had a remaining term of approximately three quarters. At June 30, 2004, the fair value of the interest rate swap was $0.7 million, exclusive of accrued interest. Amounts to be paid or received on the interest rate swap are reclassified into earnings upon the receipt of interest payments in the underlying hedged loans, including amounts totaling $0.3 million that were reclassified into earnings during the quarter ended June 30, 2004. The estimated net amount of the existing gains within accumulated other comprehensive income that are expected to reclassify into earnings within the next nine months is approximately $0.7 million.

In June 2004, the Company entered into $35.0 million notional amount of interest rate swaps to mitigate risks associated with changes to the fair value of certain fixed rate deposits. These interest rate swaps will terminate on June 15, 2009 and can be terminated on June 15, 2006 at the election of the counterparty. From the effective date of these swaps until June 15, 2009, the Company will receive interest at a fixed rate weighted average of 3.25% and will pay interest at a rate of LIBOR less 12.5 basis points. If the swaps are not terminated on June 15, 2006, then the Company will receive interest at a fixed rate weighted average of 6.04% and will pay interest at a rate of LIBOR less 12.5 basis points from June 15, 2006 to June 15, 2009. As of June 30, 2004, the fair value of these interest rate swaps was an unrealized loss of $14,000 and the fair value of the CD's hedged by these swaps was an unrealized loss of $31,000. These amounts have been recorded in income for the second quarter. The estimated net interest income expected to be reclassified into earnings within the next twelve months from these interest rate swaps is approximately $0.3 million.

Earnings per Share

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.

For the three months and six months ended June 30, 2004, options to purchase an additional 1.3 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect.  For the three months ended June 30, 2003, all options to purchase shares of common stock were included in the computation of diluted earnings share.  For the six months ended June 30, 2003, 0.2 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share becuase their inclusion would have had an antidilutive effect.

The following table sets forth basic and diluted earnings per share calculations:

Three months ended June 30,

Six months ended June 30,

(Dollars in thousands, except share and per share data)

2004

2003

2004

2003

Net income

$22,144

$13,245

$42,047

$25,778

Weighted-average shares:

Basic weighted-average number of common shares outstanding

24,881,174

18,016,015

24,858,412

18,009,937

Dilutive effect of weighted-average outstanding common shares equivalents

278,420

139,165

267,711

126,188

Diluted weighted-average number of common shares outstanding

25,159,594

18,155,180

25,126,123

18,136,125

Earnings per share:

Basic

$0.89

$0.74

$1.69

$1.43

Diluted

$0.88

$0.73

$1.67

$1.42

Stock-Based Compensation

Prior to 2003, the Company used the intrinsic-value method to account for stock-based compensation. Accordingly, no expense was recorded in periods prior to 2003. In 2003, the Company adopted prospectively the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement No. 123, "Accounting for Stock-Based Compensation," as amended by FASB Statement No. 148, "Accounting for Stock-Based Compensation - - Transition and Disclosure, an Amendment of FASB Statement No. 123," and began recognizing the expense associated with stock options granted starting in 2003 using the fair value method, which resulted in charges to salaries and employee benefits for the second quarters of 2004 and 2003 of $754,000 and $97,000, respectively. For the six months ended June 2004 and 2003, the compensation expense associated with stock options granted was $1.5 million and $194,000, respectively. Stock-based compensation expense for stock options is calculated based on the fair value of the award at the grant date, and is recognized as an expense over the vesting period of the grant. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company's stock, expected dividends on the stock and a risk-free interest rate. Since compensation cost is measured at the grant date, the only variable whose change would impact expected compensation expense recognized in future periods for these grants is actual forfeitures.

Under SFAS No.123, the weighted average per share fair value of the options granted during the six months of 2004 and the full year 2003 was $13.59 and $11.12, respectively, on the date of grant. Fair value under SFAS No.123 is determined using the Black-Scholes option pricing model with the following assumptions:

2004

2003

Expected life- number of years

4

4

Risk-free interest rate

2.75%

2.67%

Volatility

27.29%

28.17%

Dividend yield

0.97%

1.19%

 

If the compensation cost for all awards granted under the Company's stock option plan had been determined using the fair value method of SFAS No. 123, the Company's net income and earnings per share for the three months and the six months ended June 30, 2004 and 2003, would have been reduced to the pro forma amounts indicated in the table below.

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2004

2003

2004

2003

Net income, as reported

$ 22,144

$ 13,245

$ 42,047

$ 25,779

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

438

56

854

112

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

(510)

(124)

(999)

(248)

Pro forma net income

$ 22,072

$ 13,177

$ 41,902

$ 25,643

Earnings per share:

Basic - as reported

$ 0.89

$ 0.74

$ 1.69

$ 1.43

Basic - pro forma

0.89

0.73

1.69

1.42

Diluted - as reported

0.88

0.73

1.67

1.42

Diluted - pro forma

0.88

0.73

1.67

1.41

 

Commitments and Contingencies

In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans, or through commercial or standby letters of credit, and financial guarantees. Those instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying condensed consolidated statements of financial condition. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.

The Company's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

(In thousands)

At June 30, 2004

At December 31, 2003

Commitments to extend credit

$1,356,264

$1,039,949

Investment Commitments

21,539

23,316

Standby letters of credit

54,807

57,443

Other letters of credit

94,211

81,175

Bill of lading guarantee

223

818

Total

$1,527,044

$1,202,701

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment agreement. These commitments generally have fixed expiration dates and the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management's credit evaluation of the borrowers. Letters of credit, including standby letters of credit and bill of lading guarantees, are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing these types of instrument is essentially the same as that involved in making loans to customers.

Regulatory Matters

Following a regular examination by the Federal Deposit Insurance Corporation (the "FDIC"), the Bank's Board of Directors, on June 17, 2004, approved and signed a memorandum of understanding ("MOU") with the FDIC in connection with certain deficiencies identified by the FDIC relating to the Bank's compliance with certain provisions of the Bank Secrecy Act (the "BSA"). Under the terms of the MOU, the Bank must comply in all material respects with the BSA within 90 days from the MOU's effective date, July 18, 2004. The MOU requires in part that the Bank perform an analysis of its BSA risk profile and implement a written action plan designed to ensure compliance with the BSA. Such plan will include revisions of the Bank's policies and procedures, enhancements of the Bank's internal controls for BSA compliance, independent compliance testing, dedicated compliance staff, and regular employee training.

The MOU is expected to result in additional BSA compliance expenses for the Bank, although these expenses are not anticipated to have a material financial impact on the Bancorp. It may also have the effect of limiting or delaying the Bank's and the Bancorp's ability to obtain regulatory approval for certain expansionary activities.

Regulated Investment Company

As previously disclosed, in the fourth quarter of 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). As part of the notification indicating the listed transactions, the FTB also indicated its position that it intends to disallow tax benefits associated with these transactions. As also previously disclosed, in December 2002, the Company decided to deregister its regulated investment company and, in February 2003, the Company completed such deregistration. The Company had created the regulated investment company for the purpose of raising capital.

The Company believes that the tax benefits recorded in the three prior years with respect to its regulated investment company were appropriate and fully defensible under California law in effect at the time the tax benefits were recorded. The Company had relied on the existing California tax law related to regulated investment companies and on an outside tax opinion in creating this subsidiary. While the Company continues to believe that the tax benefits realized in previous years were appropriate, the Company deemed it prudent to participate in the Voluntary Compliance Initiative - Option 2, requiring payment of all California taxes and interest on these disputed 2000 through 2002 tax benefits, and permitting the Company to claim a refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy related penalty should the FTB prevail in its position, in addition to the risk of not being successful in its refund claims for taxes and interest. As of June 30, 2004, the Company reflected a $12.3 million net state tax receivable for the years 2000, 2001, and 2002 after giving effect to reserves for loss contingencies on the refund claims, or an equivalent of $8.0 million after giving effect to Federal tax benefits. Although the Company believes its tax deductions related to the regulated investment company were appropriate and fully defensible, there can be no assurance of the outcome of its refund claims, and an adverse outcome on the refund claims could result in a loss of all or a portion of the $8.0 million net state tax receivable after giving effect to Federal tax benefits.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is given based on the assumption that the reader has access to and read the Annual Report on Form 10-K for the year ended December 31, 2003, of Cathay General Bancorp ("Bancorp") and its wholly-owned subsidiary Cathay Bank (the "Bank" and together the "Company" or "we", "us," or "our").

The statements in this report include forward-looking statements regarding management's beliefs, projections, and assumptions concerning future results and events. These forward-looking statements may, but do not necessarily, include words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," "will," "should," "could," "predicts," "potential," "continue" or similar expressions. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, adverse developments, or conditions related to or arising from:

These and other factors are further described in Cathay General Bancorp's Annual Report on Form 10-K for the year ended December 31, 2003, its reports and registration statements filed (including those filed by GBC Bancorp prior to the merger) with the Securities and Exchange Commission ("SEC") and other filings it makes in the future with the SEC from time to time. Cathay General Bancorp has no intention and undertakes no obligation to update any forward-looking statement or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events.

Cathay General Bancorp's filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at htpp://www.sec.gov, or by requests directed to Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012, Attn: Investor Relations (213) 625-4749.

Critical Accounting Policies

The discussion and analysis of our consolidated financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated 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 loan 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 on historical experience and other factors, which are believed to be reasonable under the circumstances as described under the heading "Allowance for Loan Losses."

Accounting for the merger with GBC Bancorp involves significant judgments and assumptions by management, which have a material impact on the carrying value of fixed rate loans and borrowings and the determination of core deposit intangible assets and goodwill. The judgments and assumptions used by management are described in Note 2 to the Consolidated Financial Statements in the Company's annual report on Form 10-K for the year ended December 31, 2003.

SECOND QUARTER HIGHLIGHTS:

Income Statement Review

Net Income

Net income for the second quarter of 2004 was $22.1 million or $0.88 per diluted share, a 67.2% increase in net income compared with net income of $13.2 million or $0.73 per diluted share for the same quarter a year ago. Return on average stockholders' equity was 13.88% and return on average assets was 1.55% for the second quarter of 2004 compared with a return on average stockholders' equity of 17.35% and a return on average assets of 1.81% for the three months ended June 30, 2003.

 

FINANCIAL PERFORMANCE

 

Second Quarter 2004

 

Second Quarter 2003

(In thousands, except per share data)

Net income

$22,144

$13,245

Basic earnings per share

$0.89

$0.74

Diluted earnings per share

$0.88

$0.73

Return on average assets

1.55%

1.81%

Return on average stockholders' equity

13.88%

17.35%

Efficiency ratio

38.63%

35.58%

Total average assets

$5,731,908

$2,929,110

Total average stockholders' equity

$641,866

$306,279

 

Net Interest Income Before Provision for Loan Losses

Our net interest income before provision for loan losses increased to $52.2 million during the second quarter of 2004, or 94.7% higher than the $26.8 million during the same quarter a year ago. The increase was due primarily to the merger with GBC Bancorp and the growth in loans.

The net interest margin, on a fully taxable-equivalent basis, decreased 5 basis points from 4.07% during the first quarter 2004 to 4.02% for the second quarter 2004, due primarily to the decrease in yields from investment securities and the increase in rates paid on certificates of deposits. The net interest margin increased from 3.91% in the second quarter of 2003 to 4.02% in the second quarter of 2004, primarily as a result of decreases in rates paid on certificates of deposit and wholesale borrowings.

For the second quarter of 2004, the interest rate earned on our average interest-earning assets was 5.06% on a fully taxable-equivalent basis, and our cost of funds on average interest-bearing liabilities equaled 1.27%. In comparison, for the second quarter of 2003, the interest rate earned on our average interest-earning assets was 5.21% and our cost of funds on average interest-bearing liabilities equaled 1.59%.

Average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rate, the net interest spread. and the net interest margin were as follows:

Interest-Earning Assets and Interest-Bearing Liabilities

Three months ended June 30,

2004

2003

Taxable-equivalent basis

(Dollars in thousands)

 

Average

Balance

Interest

Income/

Expense

Average

Yield/

Rate (1)(2)

 

 

 

 

Average

Balance

Interest

Income/

Expense

Average

Yield/

Rate (1)(2)

Interest Earning Assets

Loans and leases (1)

$ 3,478,180

$ 47,770

5.52%

$ 1,918,273

$ 27,034

5.65%

Taxable securities

1,675,233

17,062

4.10

743,801

7,708

4.16

Tax-exempt securities (3)

105,219

1,583

6.05

92,447

1,469

6.38

Interest bearing deposits

5,900

35

2.39

1,193

12

3.70

Federal funds sold & securities purchased

under agreements to resell

16,462

27

0.66

42,544

128

1.21

Total interest-earning assets

5,280,994

66,477

5.06

2,798,258

36,351

5.21

Non-interest earning assets

Cash and due from banks

102,065

61,236

Other non-earning assets

424,833

100,922

Total non-interest earning assets

526,898

162,158

Less: Allowance for loan losses

(65,907)

(26,626)

Deferred loan fees

(10,077)

(4,680)

Total assets

$ 5,731,908

$ 2,929,110

Interest bearing liabilities:

Interest bearing demand accounts

$ 274,768

$ 167

0.24

$ 152,924

$ 93

0.24

Money market accounts

598,451

1,077

0.72

188,116

363

0.77

Savings accounts

423,052

317

0.30

304,498

225

0.30

Time deposits

2,465,099

9,762

1.59

1,472,711

6,949

1.89

Total interest-bearing deposits

3,761,370

11,323

1.21

2,118,249

7,630

1.44

Fed funds purchased and repos

56,560

321

2.28

115,687

838

2.91

Other borrowings

461,726

1,527

1.33

48,918

568

4.66

Junior subordinated notes

53,877

564

4.21

1,082

11

4.08

Total interest-bearing liabilities

4,333,533

13,735

1.27

2,283,936

9,047

1.59

Non-interest bearing liabilities

Demand deposits

659,806

306,260

Other liabilities

96,703

32,635

Stockholders' equity

641,866

306,279

Total liabilities and stockholders' equity

$ 5,731,908

$ 2,929,110

Net interest spread (4)

3.79%

3.62%

Net interest income (4)

$ 52,742

$ 27,304

Net interest margin (4)

4.02%

3.91%

(1) Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.

(2) Calculated by dividing net interest income by average outstanding interest-earning assets

(3) The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory Federal income tax rate of 35%

(4) Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory Federal income tax rate of 35%

 

Taxable-Equivalent Net Interest Income - Changes Due to Rate and Volume(1)

Three months ended June 30,

2004-2003

Increase (Decrease) in

Net Interest Income Due to:

(Dollars in thousands)

Changes in Volume

 

Changes in Rate

 

Total Change

Interest-Earning Assets:

Deposits with other banks

$ 29

$ (5)

$ 24

Federal funds sold and securities purchased under agreements to resell

(58)

(43)

(101)

Taxable securities

9,468

(114)

9,354

Tax-exempt securities (2)

193

(80)

113

Loans

21,372

(636)

20,736

Total increase (decrease) in interest income

31,005

(879)

30,126

Interest-Bearing Liabilities:

Interest bearing demand accounts

74

0

74

Money market accounts

739

(25)

714

Savings accounts

88

4

92

Time deposits

4,065

(1,252)

2,813

Federal funds borrowed and securities sold

under agreements to repurchase

(364)

(153)

(517)

Other borrowed funds

1,634

(675)

959

Junior subordinated debt

553

0

553

Total increase (decrease) in interest expense

6,790

(2,102)

4,688

Changes in net interest income

$ 24,215

$ 1,223

$ 25,438

(1) Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

(2) The amount of interest earned on certain securities of states and political subdivisions and other securities held have been adjusted to a fully taxable-equivalent basis, using statutory federal income tax rate of 35%.

Provision for Loan Losses

The provision for loan losses was zero for the second quarter of 2004 compared to zero for the first quarter of 2004 and $1.7 million for the second quarter of 2003. The provision for loan losses represents the charge against current earnings that is determined by management, through a credit review process, as the amount needed to maintain an allowance that management believes should be sufficient to absorb loan losses inherent in the Company's loan portfolio. Total net recoveries for the second quarter of 2004 were $206,000 compared to net charge-offs for the first quarter of 2004 of $7,000 and net recoveries for the second quarter of 2003 of $60,000.

Non-Interest Income

Non-interest income, which includes revenues from service charges on deposit accounts, letters of credit commissions, securities gains, loan sales, wire transfer fees, and other sources of fee income, was $6.6 million for the second quarter of 2004, a decrease of $0.4 million, or 5.9%, compared to the non-interest income of $7.0 million for the second quarter of 2003.

For the second quarter of 2004, the Company recorded net securities gains of $1.4 million compared to $3.9 million of net gains for the same quarter in 2003.

Letters of credit commissions increased $648,000, or 130.6%, from $496,000 in the second quarter of 2003 to $1.1 million in the second quarter of 2004. Comparing the second quarter of 2004 to the second quarter of 2003, depository service fees increased $424,000, or 28.8% and other operating income increased $955,000, or 83.8%. These increases were due primarily to the merger with GBC Bancorp.

Non-Interest Expense

Non-interest expense increased $10.7 million to $22.7 million in the second quarter of 2004 primarily due to the merger with GBC Bancorp. The efficiency ratio was 38.63% for the second quarter of 2004 compared to 35.58% in the year ago quarter. Salaries and employee benefits increased $6.0 million, or 85.3%, from $7.1 million in the second quarter of 2003 to $13.1 million in the second quarter of 2004 due to the merger with GBC Bancorp, retention bonus expense of $440,000 and a $658,000 increase in compensation expense due to the amortization of compensation expense associated with stock options granted after the second quarter of 2003. Occupancy expense increased by $880,000 or 95.2%, from $985,000 in the second quarter of 2003 to $1.8 million in the second quarter of 2004, due primarily to the merger with GBC Bancorp. Computer and equipment expense increased $985,000 or 118.4% from $832,000 in the second quarter of 2003 to $1.8 million in the second quarter of 2004 due to the additional expenses associated with operating General Bank's data processing systems prior to the completion of the data processing conversion in April 2004 and approximately $400,000 of conversion related expenses. Professional services expense increased $781,000 or 82.5% from $947,000 in the second quarter of 2003 to $1.7 million in the second quarter of 2004 due to higher legal, consulting, and other professional expenses primarily as a result of the merger with GBC Bancorp. Amortization of core deposit intangibles increased by $1.3 million due to the merger with GBC Bancorp. Other operating expenses increased $623,000 or 77.1% due primarily to the merger with GBC Bancorp.

Income Taxes

The effective tax rates for the second quarter of 2004 and 2003 were 38.6% and 34.1%, respectively, compared to 36.7% for the full year 2003. The effective tax rate for the second quarter of 2004 of 38.6% increased from the full year 2003 effective tax rate of 36.7% because the tax benefit from the Company's investments in affordable housing and other tax-exempt investments comprises a smaller percentage of pretax income in 2004 compared to 2003. Quarterly comparisons with the first three quarters of 2003 will be impacted by the real estate investment trust ("REIT") state tax benefits which reduced income tax expense in the first three quarters of 2003, and increased income tax expense in the fourth quarter of 2003, when the previously recorded benefit was reversed.

As previously disclosed, in the fourth quarter of 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). As part of the notification indicating the listed transactions, the FTB also indicated its position that it intends to disallow tax benefits associated with these transactions. While the Company continues to believe that the tax benefits recorded in three prior years with respect to its regulated investment company were appropriate and fully defensible under California law, the Company has deemed it prudent to participate in Voluntary Compliance Initiative - Option 2, requiring payment of all California taxes and interest on these disputed 2000 through 2002 tax benefits, and permitting the Company to claim a refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy-related penalty should the FTB prevail in its position in addition to the risk of not being successful in its refund claims. As of June 30, 2004, the Company reflected a $12.3 million net state tax receivable for the years 2000, 2001, and 2002 after giving effect to reserves for loss contingencies on the refund claims, or an equivalent of $8.0 million after giving effect to Federal tax benefits. Although the Company believes its tax deductions related to the regulated investment company were appropriate and fully defensible, there can be no assurance of the outcome of its refund claims, and an adverse outcome on the refund claims could result in a loss of all or a portion of the $8.0 million net state tax receivable after giving effect to Federal tax benefits.

Year-to-Date Income Statement Review

Net income was $42.0 million or $1.67 per diluted share for the six months ended June 30, 2004, an increase of 63.1% in net income over the $25.8 million or $1.42 per diluted share for the same period a year ago. The net interest margin for the six months ended June 30, 2004 increased 4 basis points to 4.04% compared to 4.00% in the same period a year ago.

The average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rates, the net interest spread and the net interest margins were as follows:

Interest-Earning Assets and Interest-Bearing Liabilities

Six months ended June 30,

2004

2003

Interest

Average

Interest

Average

Taxable-equivalent basis

Average

Income/

Yield/

Average

Income/

Yield/

(Dollars in thousands)

Balance

Expense

Rate (1)(2)

Balance

Expense

Rate (1)(2)

Interest Earning Assets

Loans and leases (1)

$ 3,404,344

$ 93,229

5.51%

$ 1,917,822

$ 53,970

5.67%

Taxable securities

1,659,606

34,628

4.20

697,121

15,503

4.51

Tax-exempt securities (3)

102,750

3,122

6.11

92,776

3,089

6.71

Interest bearing deposits

5,489

65

2.38

1,013

14

2.79

Federal funds sold & securities purchased

under agreements to resell

20,275

77

0.77

50,041

301

1.21

Total interest-earning assets

5,192,464

131,121

5.08

2,758,773

72,877

5.33

Non-interest earning assets

Cash and due from banks

100,613

60,972

Other non-earning assets

417,358

97,677

Total non-interest earning assets

517,971

158,649

Less: Allowance for loan losses

(66,822)

(25,876)

Deferred loan fees

(10,391)

(4,619)

Total assets

$ 5,633,222

$ 2,886,927

Interest bearing liabilities:

Interest bearing demand accounts

$ 276,434

$ 379

0.28

$ 151,295

$ 179

0.24

Money market accounts

625,251

2,215

0.71

188,195

739

0.79

Savings accounts

420,270

628

0.30

297,405

436

0.30

Time deposits

2,448,735

19,068

1.57

1,451,844

14,157

1.97

Total interest-bearing deposits

3,770,690

22,290

1.19

2,088,739

15,511

1.50

Fed funds borrowed and repos

63,904

727

2.29

1,895

12

1.28

Other borrowings

376,504

2,631

1.41

150,271

2,647

3.55

Junior subordinated notes

53,869

1,136

4.24

544

12

4.45

Total interest-bearing liabilities

4,264,967

26,784

1.26

2,241,449

18,182

1.64

Non-interest bearing liabilities

Demand deposits

647,387

300,682

Other liabilities

84,878

45,812

Stockholders' equity

635,990

298,984

Total liabilities and stockholders' equity

$ 5,633,222

$ 2,886,927

Net interest spread (4)

3.82%

3.69%

Net interest income (4)

$ 104,337

$ 54,695

Net interest margin (4)

4.04%

4.00%

(1) Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.

(2) Calculated by dividing net interest income by average outstanding interest-earning assets

(3) The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using an statutory Federal income tax rate of 35%
(4) Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using an statutory Federal income tax rate of 35%

 

Taxable-Equivalent Net Interest Income - Changes Due to Rate and Volume(1)

 

 

Six months ended June 30,

2004-2003

Increase (Decrease) in

Net Interest Income Due to:

(Dollars in thousands)

Changes in Volume

 

Changes in Rate

 

Total Change

Interest-Earning Assets:

Deposits with other banks

$ 53

$ (2)

$ 51

Federal funds sold and securities purchased

under agreements to resell

(138)

(86)

(224)

Taxable securities

20,289

(1,164)

19,125

Tax-exempt securities (2)

323

(290)

33

Loans

40,916

(1,657)

39,259

Total increase (decrease) in interest income

61,443

(3,199)

58,244

Interest-Bearing Liabilities:

Interest bearing demand accounts

168

32

200

Money market accounts

1,558

(82)

1,476

Savings accounts

185

7

192

Time deposits

8,272

(3,361)

4,911

Federal funds borrowed and securities sold

under agreements to repurchase

698

17

715

Other borrowed funds

2,291

(2,307)

(16)

Junior subordinated debt

1,125

(1)

1,124

Total increase (decrease) in interest expense

14,296

(5,694)

8,602

Changes in net interest income

$ 47,147

$ 2,495

$ 49,642

(1) Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
(2) The amount of interest earned on certain securities of states and political subdivisions and other securities held have been adjusted to a fully taxable-equivalent basis, using statutory federal income tax rate of 35%.

Return on average stockholders' equity was 13.30% and return on average assets was 1.50% for the six months of 2004, compared to a return on average stockholders' equity of 17.39% and a return on average assets of 1.80% for the six months ended June 30, 2003. The efficiency ratio for the six months ended June 30, 2004 was 40.24% compared to 35.59% during the same period a year ago.

Financial Condition Review

Assets

Total assets increased by $228.2 million to $5.8 billion at June 30, 2004, up 4.1% from year-end 2003 of $5.5 billion. The increase in total assets was due primarily to increases in loans and investment securities.

Securities

Total securities were $1.75 billion or 30.3% of total assets at June 30, 2004 compared with $1.71 billion or 30.8% of total assets at December 31, 2003.

The net unrealized loss on securities available-for-sale, which represents the difference between fair value and amortized cost, totaled $13.1 million at June 30, 2004 compared with a net unrealized gain of $15.2 million at year-end 2003. Net unrealized gains and losses on the securities available-for-sale are included in accumulated other comprehensive income or loss, net of tax.

The average taxable-equivalent yield on investment securities decreased 86 basis points to 4.21% for the quarter ended June 30, 2004, compared with 4.41% during the same quarter a year-ago, as securities matured, prepaid or were called and proceeds were reinvested at the lower prevailing interest rates.

The following tables summarize the composition, amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities available-for-sale, as of June 30, 2004 and December 31, 2003:

June 30, 2004

(In thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

U.S. government agencies

$283,322

$1,974

$4,535

$280,761

State and municipals securities

84,164

2,250

712

85,702

Mortgage-backed securities

950,743

3,247

11,294

942,696

Commercial mortgage-backed securities

54,971

127

699

54,399

Collateralized mortgage obligations

286,734

847

1,433

286,148

Asset-backed securities

10,340

48

24

10,364

Corporate bonds

31,253

240

32

31,461

Equity securities

25,000

-

3,150

21,850

Other securities

33,531

-

-

33,531

Total

$1,760,058

$8,733

$21,879

$1,746,912

 

December 31, 2003

(In thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

U.S. government agencies

$325,886

$5,294

$1,237

$329,943

State and municipals securities

75,770

3,621

59

79,332

Mortgage-backed securities

823,227

9,814

2,372

830,669

Commercial mortgage-backed securities

68,309

647

25

68,931

Collateralized mortgage obligations

264,762

2,236

120

266,878

Asset-backed securities

25,995

336

22

26,309

Corporate bonds

39,170

1,255

43

40,382

Equity securities

32,955

-

4,262

28,693

Other securities

36,706

119

-

36,825

Total

$1,692,780

$23,322

$8,140

$1,707,962

 

 

 

Impaired Securities at June 30, 2004

Less than 12 months

12 months or longer

Total

Description of securities

Fair value

Unrealized losses

Fair value

Unrealized losses

Fair value

 

Unrealized Losses

(In thousands)

U.S. government agencies

$ 244,097

$ 4,535

$ -

$ -

$ 244,097

$ 4,535

State and municipal securities

19,200

665

474

47

19,674

712

Mortgage-backed securities

666,300

9,702

33,651

1,592

699,951

11,294

Commercial Mortgage-backed

securities

49,305

699

-

-

49,305

699

Collateralized mortgage obligations

132,303

1,433

-

-

132,303

1,433

Asset-backed securities

4,008

24

-

-

4,008

24

Corporate bonds

6,116

32

-

-

6,116

32

Equity securities

-

-

21,850

3,150

21,850

3,150

Total

$1,121,329

$ 17,090

$ 55,975

$ 4,789

$1,177,304

$ 21,879

 

The Company has the ability and intent to hold the impaired securities included in the table above for a period of time sufficient for a recovery of cost. The impaired securities represent 67.4% of the fair value of the Company's total investment securities. Unrealized losses on these securities generally resulted from changes in interest rates from the date that these securities were purchased. All of these securities are investment grade.

At June 30, 2004, equity securities included $21.9 million of preferred stock issued by the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. These issues of preferred stock are tied to various short term indexes ranging from the three-month LIBOR interest rate to the two year U. S. treasury rate. These securities have AA- credit ratings from the securities rating agencies and are callable by the issuer at par. At June 30, 2004, the unrealized loss on these securities totaled $3.2 million compared to $4.3 million at December 31, 2003. It is expected that these investments will continue to increase in value as short term interest rates rise toward their long term average level.

In March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments". This EITF describes a model involving three steps: (1) determine whether an investment is impaired, (2) determine whether the impairment is other-than-temporary, and (3) recognize the impairment loss in earnings. The EITF also requires several additional disclosures for cost-method investments. The EITF's impairment accounting guidance is effective for reporting periods beginning after June 15, 2004. The Company expects that the adoption of this EITF will not have a material impact on its consolidated financial statements.

 

At June 30, 2004, management believes the impairments detailed in the table above are temporary and, accordingly, no impairment loss has been recognized in the Company's consolidated statement of income.

The following table summarizes the scheduled maturities by security type of securities available-for-sale as of June 30, 2004:

June 30, 2004

 

(In thousands)

 

One Year or Less

After One Year to Five Years

After Five Years to Ten Years

 

Over Ten Years

 

Total

Maturity Distribution:

U.S. government agencies

$ -

$ 167,834

$ 112,293

$ 634

$ 280,761

State and municipal securities

806

14,321

39,349

31,226

85,702

Mortgage-backed securities(1)

-

14,408

18,732

909,556

942,696

Commercial mortgage-backed

securities(1)

-

6,563

-

47,836

54,399

Collateralized mortgage

obligations(1)

-

301

16,262

269,585

286,148

Asset-backed securities(1)

-

6,355

-

4,009

10,364

Corporate bonds

22,160

9,301

-

-

31,461

Equity securities

21,850

-

-

-

21,850

Other securities

33,531

-

-

-

33,531

Total

$ 56,497

$ 219,083

$ 186,636

$ 1,284,696

$ 1,746,912

(1) Securities reflect stated maturities and do not reflect the impact of anticipated prepayments.

 

Loans

Gross loans at June 30, 2004, were $3.53 billion compared with gross loans at year-end 2003 of $3.31 billion. Gross loan growth during the second quarter equaled $109.3 million, an increase of 3.2% from first quarter 2004, reflecting primarily increases in commercial mortgage loans.

Commercial mortgage loans increased $249.0 million or 14.5% to $1.96 billion at June 30, 2004, compared to $1.72 billion at year-end 2003. At June 30, 2004, this portfolio represented approximately 56.8% of the Bank's net loans compared to 53.1% at year-end 2003. The increases in commercial mortgage loans were partially offset by decreases in installment loans totaling $3.6 million and decreases in construction loans totaling $56.3 million.

The following table sets forth the classification of loans by type, mix, and percentage change as of the dates indicated:

(Dollar in thousands)

June 30, 2004

% of Total

December 31, 2003

% of Total

% Change

Loans

Commercial

$ 962,320

27.8%

$ 956,382

29.6%

0.6

Residential mortgage

293,028

8.5

262,954

8.1

11.4

Commercial mortgage

1,964,397

56.8

1,715,434

53.1

14.5

Real estate construction

303,071

8.8

359,339

11.1

(15.7)

Installment

7,816

0.2

11,452

0.4

(31.7)

Other

2,122

0.1

860

0.0

146.7

 

 

 

 

 

Gross loans and leases

$ 3,532,754

102.2

$ 3,306,421

102.3

6.8

Allowance for loan losses

(66,007)

(1.9)

(65,808)

(2.0)

0.3

Unamortized deferred loan fees

(10,141)

(0.3)

(10,862)

(0.3)

(6.6)

Total loans and leases, net

$ 3,456,606

100.0%

$ 3,229,751

100.0%

7.0

 

Asset Quality Review

Non-performing Assets

Non-performing assets ("NPAs") to gross loans plus other real estate owned decreased to 0.86% at June 30, 2004, from 1.19% at December 31, 2003 and increased from 0.67% at June 30, 2003. Total non-performing assets decreased to $30.3 million at June 30, 2004, compared with $39.3 million at December 31, 2003, and $13.2 million at June 30, 2003. Non-performing assets include accruing loans past due 90 days or more, non-accrual loans, and other real estate owned.

The following table sets forth the breakdown of non-performing assets by categories as of the dates indicated:

(In thousands)

June 30, 2004

December 31, 2003

Non-performing assets

Accruing loans past due 90 days or more

$ 3,617

$ 5,916

Non-accrual loans

26,682

 

32,959

Total non-performing loans

30,299

38,875

Other real estate owned

-

 

400

Total non-performing assets

$ 30,299

 

$ 39,275

Troubled debt restructurings

$ 3,600

 

$ 5,808

Non-performing assets as a percentage of gross loans and OREO

0.86%

1.19%

Allowance for loan losses as a percentage of non-performing loans

218%

169%

 

Non-accrual Loans

Non-accrual loans of $26.7 million at June 30, 2004, consisted mainly of $7.8 million in real estate loans and $18.9 million in commercial loans. The following table presents non-accrual loans by type of collateral securing the loans, as of the dates indicated:

June 30, 2004

December 31, 2003

Real

 

 

 

 

Real

 

 

 

 

Estate (1)

Commercial

Other

Estate (1)

Commercial

Other

(In thousands)

Type of Collateral

Single/ multi-family residence

$ 2,053

$ 20

$ -

$ 799

$ -

$ -

Commercial real estate

4,696

3,393

-

6,862

1,630

-

Land

1,038

-

-

-

-

-

UCC

-

13,932

-

-

19,664

-

Other

-

-

24

-

-

17

Unsecured

-

1,526

-

-

3,987

-

Total

$ 7,787

$ 18,871

$ 24

$ 7,661

$ 25,281

$ 17

(1) Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.

The following table presents non-accrual loans by type of businesses the borrowers are engaged in, as of the dates indicated:

 

June 30, 2004

December 31, 2003

Real

Estate (1)

 

 

Commercial

 

 

Other

Real

Estate (1)

 

 

Commercial

 

 

Other

(In thousands)

Type of Business

Real estate development

3,476

20

-

$ 3,656

$ 100

$ -

Wholesale/Retail

4,164

3,047

-

2,525

3,295

-

Food/Restaurant

-

907

-

-

996

-

Import/Export

-

14,897

-

1,300

20,890

-

Other

147

-

24

180

-

17

Total

$ 7,787

$ 18,871

$ 24

$ 7,661

$ 25,281

$ 17

(1) Real estate includes commercial mortgage loans, real estate constuction loans, and residential mortgage loans.

Troubled Debt Restructurings

A troubled debt restructuring ("TDR") is a formal restructure of a loan when the lender, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date.

At June 30, 2004, troubled debt restructurings decreased to $3.6 million compared to $5.8 million at December 31, 2003, mainly due to loan payoffs.

Impaired Loans

A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events.

We evaluate all classified and restructured loans for impairment. The classified loans are stratified by size, and loans less than our defined selection criteria are treated as a homogenous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan's effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan's observable market price or the fair value of the collateral. If the measurement of the impaired loan is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses.

We identified impaired loans with a recorded investment of $26.7 million at June 30, 2004, compared with $40.8 million at year-end 2003. The decrease in impaired loans during the first six months of 2004 resulted from payoffs and improvements in credit quality of loans previously considered impaired. The following tables present a breakdown of impaired loans and the related allowances as of the dates indicated:

 

At June 30, 2004

At December 31, 2003

 

(In thousands)

Recorded

Investment

Allowance

Net

Balance

 

Recorded

Investment

 

Allowance

Net

Balance

Commercial

$ 18,786

$ 4,762

$ 14,024

$ 29,778

$ 6,149

$ 23,629

Real Estate (1)

7,896

208

7,688

 

11,060

1,397

9,663

Total

$ 26,682

$ 4,970

$ 21,712

 

$ 40,838

$ 7,546

$ 33,292

(1) Real Estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.

 

Loan Concentration

There were no loan concentrations to multiple borrowers in similar activities which exceeded 10% of total loans as of June 30, 2004 or December 31, 2003.

Allowance for Loan Losses

The Bank's management is committed to managing the risk in its loan portfolio by maintaining the allowance for loan losses at a level that is considered to be equal to the estimated and known risks in the loan portfolio. With a risk management objective, the Bank's management has an established monitoring system that is designed to identify impaired and potential problem loans and permit periodic evaluation of impairment and the adequacy level of the allowance for loan losses in a timely manner. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance for loan losses is increased by charges to the provision for loan losses. Identified credit exposures that are determined to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for loan losses.

The allowance for loan losses amounted to $66.0 million at June 30, 2004, and represented the amount needed to maintain an allowance that we believe should be sufficient to absorb loan losses inherent in the Company's loan portfolio. The allowance for loan losses represented 1.87% of period-end gross loans and 218% of non-performing loans at June 30, 2004. The comparable ratios were 1.99% of year-end 2003 gross loans and 169% of non-performing loans at December 31, 2003. Total net recoveries increased to $206,000 in the second quarter of 2004 from $60,000 in the same quarter a year ago.

The following table sets forth information relating to the allowance for loan losses for the periods indicated:

(Dollars in thousands)

For the six months ended June 30, 2004

For the year ended December 31, 2003

Balance at beginning of period

$65,808

$24,543

Provision for loan losses

-

7,150

Loans charged off

(2,421)

(856)

Recoveries of loans charged off

2,620

923

Allowance from General Bank at merger date

-

34,048

Balance at end of period

$66,007

$65,808

Average loans outstanding, net of deferred loan fees

$3,393,953

$2,227,335

Ratio of net charge-offs to average net loans outstanding (annualized)

N/A

N/A

Provision for loan losses to average net loans outstanding (annualized)

0.00%

0.32%

Allowance to non-performing loans, at period-end

218%

169%

Allowance to gross loans, at period-end

1.87%

1.99%

 

Our allowance for loan losses consists of the following:

  1. Specific allowance: For impaired loans, we provide specific allowances based on an evaluation of impairment, and for each criticized loan, we allocate a portion of the general allowance to each loan based on a loss percentage assigned. The percentage assigned depends on a number of factors including loan classification, the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral, charge-off history, management's knowledge of the portfolio, and general economic conditions.
  2. General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and by identifying risk characteristics that are common to the groups of loans. The allowance is provided to each segmented group based on the group's historical loan loss experience, trends in delinquencies and non-accrual loans, and other significant factors, such as national and local economy, trends and conditions, strength of management and loan staff, underwriting standards and the concentration of credit.

To determine the adequacy of the allowance in each of these two components, the Bank employs two primary methodologies, the classification process methodology and the individual loan review analysis methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall adequacy of the Bank's allowance to provide for probable loss in the loan portfolio.

With these above methodologies, the specific allowance is for those loans internally classified and risk graded as Special Mention, Substandard, Doubtful, or Loss. Additionally, the Bank's management allocates a specific allowance for "Impaired Credits," in accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan." The level of the general allowance is established to provide coverage for management's estimate of the credit risk in the loan portfolio by various loan segments not covered by the specific allowance.

The table set forth below reflects management's allocation of the allowance for loan losses by loan category and the ratio of each loan category to the total loans as of the dates indicated:

Allocation of Allowance for Loan Losses

(Dollars in thousands)

June 30, 2004

December 31, 2003

Type of Loans:

Amount

Percentage of

Loans in Each

Category

to Average

Gross Loans

Amount

Percentage of

Loans in Each

Category

to Average

Gross Loans

Commercial loans

$ 36,931

27.6%

$ 34,277

29.2%

Residential mortgage loans

1,067

8.1

1,090

10.7

Commercial mortgage loans

23,145

53.8

17,458

52.0

Real estate construction loans

4,713

10.2

12,899

7.6

Installment loans

43

0.2

61

0.5

Other loans

108

0.1

23

0.0

Total

$ 66,007

100%

$ 65,808

100%

 

The allowance allocated to commercial loans increased to $36.9 million at June 30, 2004 from $34.3 million at December 31, 2003, due to the growth in the size of the commercial loan portfolio, an increase in the allowance allocated to the Continental Airlines lease as a result of continued weakness in the airline industry and increases in oil prices and an increase to the reserve factor for pass rated commercial loans to reflect the combined historical loss experience of Cathay Bank and General Bank. Commercial loans comprised 63.2% of nonaccrual loans, and 52.7% of loans over 90 days still on accrual status at June 30, 2004.

Because the credit quality of the residential mortgage loan portfolio has remained steady during the second quarter of 2004, management has maintained the allocated allowance for this segment at $1.1 million.

The allowance allocated to commercial mortgage loans increased from $17.5 million at December 31, 2003, to $23.1 million at June 30, 2004, due to the growth in the size of the commercial mortgage loan portfolio. Commercial mortgage loans comprised 25.1% of nonaccrual loans and 47.3% of loans over 90 days still on accrual status, respectively, at June 30, 2004.

The allowance allocated to construction loans has decreased from $12.9 million or 3.6% of December 31, 2003 construction loans, to $4.7 million or 1.6% of June 30, 2004 construction loans. The decrease in the allowance allocated to construction loans was due to the decline in construction loans during the first half of 2004, including the payoff and sale of a number of construction loans with credit weaknesses. At June 30, 2004, $2.9 million in construction loans were on nonaccrual status.

Allowances for other risks of potential loan losses equaled $4.9 million as of June 30, 2004 compared $3.3 million as of December 31, 2003. The components of the other risks that have the potential to affect the Bank's portfolio are comprised of two basic elements. First, the Bank has set aside funds to cover the risk factors for general economic conditions such as the continued slow recovery from the last recession. The second component of other portfolio risk is the potential errors in loan classification and review methodologies, including the integration of General Bank's loan grading and reserving methodology with that of Cathay Bank. Based on these two components of other risks, management believes that the allowance for other risks of potential loan losses is appropriate.

Other Assets

On March 18, 2004, the Company signed a stock purchase agreement with Broadway Financial Corporation (Broadway) providing for the purchase by the Company of shares of Broadway common stock at a price of $13.50 per share. On June 11, 2004, the Company purchased 70,000 shares (a 4.9% interest) of Broadway's common stock for $945,000.

Deposits

Total deposits increased $80.1 million, or 1.8%, from December 31, 2003, and $136.8 million, or 3.1%, from March 31, 2004. Non-interest-bearing checking accounts, interest-bearing checking accounts, and savings accounts comprised 43.9% of total deposits at June 30, 2004, time deposit accounts of less than $100,000 comprised 11.9% of total deposits, while the remaining 44.2% was comprised of time deposit accounts of $100,000 or more.

The following table displays the deposit mix as of the dates indicated:

(Dollars in thousands)

June 30, 2004

% of Total

December 31, 2003

% of Total

% Change

Deposits

Non-interest-bearing deposits

$ 699,884

15.5%

$ 633,556

14.3%

10.5%

Interest-bearing checking deposits

850,770

18.9

937,317

21.2

(9.2)

Savings deposits

426,759

9.5

425,076

9.6

0.4

Time deposits under $100

537,886

11.9

559,305

12.6

(3.8)

Time deposits of $100 or more

1,992,908

44.2

1,872,827

42.3

6.4

Total deposits

$ 4,508,207

100.0%

$ 4,428,081

100.0%

1.8%

Borrowings

Total advances from the Federal Home Loan Bank of San Francisco increased by $170.9 million to $429.2 million at June 30, 2004, compared with $258.3 million at year-end 2003. On January 28, 2004, Bancorp repaid in full the $20 million term loan borrowed from another financial institution.

Other Liabilities

Other liabilities decreased to $35.9 million at June 30, 2004 from $56.1 million at December 31, 2003 due primarily to the payment of cash consideration in 2004 to shareholders of GBC Bancorp who were late in tendering their shares and due to the decrease in deferred tax liabilities during 2004.

Capital Resources

Stockholders' equity of $643.0 million at June 30, 2004, increased by $23.7 million, or 3.8%, compared to $619.3 million at December 31, 2003. The increase of $23.7 million in stockholders' equity was due to the following:

In April 2001, the Board of Directors approved a stock repurchase program of up to $15 million of our common stock. Cumulatively through June 30, 2004, the Company has repurchased 319,910 shares of our common stock for $8.8 million. No shares have been repurchased since the second quarter of 2003.

The Company declared cash dividends of 14 cents per common share in January 2004 on 24,805,463 shares outstanding, in April 2004 on 24,859,404 shares outstanding, and in July 2004 on 24,889,677 shares outstanding. Total cash dividends paid in 2004, including the $3.5 million paid in July, amounted to $10.4 million.

Under the Equity Incentive Plan adopted by the Board of Directors in 1998, the Company granted options to purchase 338,100 shares of common stock with an exercise price of $57.39 per share to eligible officers and directors on February 19, 2004. In addition, in the second quarter of 2004, the Company granted an additional 32,500 shares with weighted average exercise price of $64.73 per share.

Capital Adequacy Review

Management seeks to maintain the Company's capital at a level sufficient to support future growth, protect depositors and stockholders, and comply with various regulatory requirements.

Both the Bancorp's and the Bank's regulatory capital continued to well exceed the regulatory minimum requirements as of June 30, 2004. In addition, the capital ratios of the Bank place it in the "well capitalized" category which is defined as institutions with total risk-based ratio equal to or greater than 10.0%, Tier 1 risk-based capital ratio equal to or greater than 6.0% and Tier 1 leverage capital ratio equal to or greater than 5.0%.

The following table presents the Bancorp's capital and leverage ratios as of June 30, 2004 and December 31, 2003:

 

 

Cathay General Bancorp

June 30, 2004

December 31, 2003

(Dollars in thousands)

Balance

 

%

 

Balance

 

%

Tier 1 capital (to risk-weighted assets)

$440,008

10.33%

$391,873

9.95%

Tier 1 capital minimum requirement

170,454

 

4.00

 

157,498

 

4.00

Excess

$269,554

 

6.33%

 

$234,375

 

5.95%

Total capital (to risk-weighted assets)

$493,432

11.58%

$441,296

11.21%

Total capital minimum requirement

340,909

 

8.00

 

314,997

 

8.00

Excess

$152,523

 

3.58%

 

$126,299

 

3.21%

Tier 1 capital (to average assets)

- Leverage ratio

$440,008

8.06%

$391,873

7.97%

Minimum leverage requirement

218,503

 

4.00

 

196,694

 

4.00

Excess

$221,505

 

4.06%

 

$195,179

 

3.97%

Risk-weighted assets

$4,261,361

$3,937,458

Total average assets (1)

$5,462,563

 

 

 

$4,917,354

 

 

(1) Average assets represent average balances for the second quarter of 2004 and the fourth quarter of 2003.

 

The following table presents the Bank's capital and leverage ratios as of June 30, 2004, and December 31, 2003:

Cathay Bank

June 30, 2004

December 31, 2003

(Dollars in thousands)

Balance

 

%

 

Balance

 

%

Tier 1 capital (to risk-weighted assets)

$421,191

9.90%

$375,543

9.56%

Tier 1 capital minimum requirement

170,110

 

4.00

 

157,167

 

4.00

Excess

$251,081

 

5.90%

 

$218,376

 

5.56%

Total capital (to risk-weighted assets)

$474,509

11.16%

$424,863

10.81%

Total capital minimum requirement

340,220

 

8.00

 

314,334

 

8.00

Excess

$134,289

 

3.16%

 

$110,529

 

2.81%

Tier 1 capital (to average assets)

- Leverage ratio

$421,191

7.73%

$375,543

7.70%

Minimum leverage requirement

217,931

 

4.00

 

195,078

 

4.00

Excess

$203,260

 

3.73%

 

$180,465

 

3.70%

Risk-weighted assets

$4,252,754

$3,929,169

Total average assets (1)

$5,448,270

 

 

 

$4,876,943

 

 

(1) Average assets represent average balances for the second quarter of 2004 and the fourth quarter of 2003.

Liquidity

Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, federal funds purchased, securities sold under agreements to repurchase, and advances from the Federal Home Loan Bank ("FHLB"). At June 30, 2004, our liquidity ratio (defined as net cash, short-term and marketable securities to net deposits and short-term liabilities) decreased slightly to 29.5% compared to 32.9% at year-end 2003.

To supplement its liquidity needs, the Bank maintains a total credit line of $142.5 million for federal funds with three correspondent banks, and master agreements with six brokerage firms whereby up to $350.0 million would be available through the sale of securities subject to repurchase. The Bank is also a shareholder of the FHLB of San Francisco, which enables the Bank to have access to lower cost FHLB financing when necessary. As of June 30, 2004, based on collateral pledged, the Bank had a total credit line with the FHLB of San Francisco totaling $514.6 million. The total credit outstanding with the FHLB of San Francisco at June 30, 2004, was $429.2 million. These borrowings are secured by residential mortgages and securities.

Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities sold under agreements to repurchase, and investment securities available-for-sale. At June 30, 2004, such assets at fair value totaled $1.77 billion, with $0.72 billion pledged as collateral for borrowings and other commitments. The remaining $1.05 billion was available as additional liquidity or to be pledged as collateral for additional borrowings.

We had a significant portion of our time deposits maturing within one year or less as of June 30, 2004. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank's marketplace. However, based on our historical runoff experience, we expect that the outflow will be minimal and can be replenished through our normal growth in deposits. Management believes all the above-mentioned sources will provide adequate liquidity to the Bank to meet its daily operating needs.

The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank and proceeds from the issuances of securities, including proceeds from the issuance of its common stock pursuant to its Dividend Reinvestment Plan and the exercise of stock options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. The business activities of the Bancorp consist primarily of the operation of the Bank with limited activities in other investments. Management believes the Bancorp's liquidity generated from its prevailing sources is sufficient to meet its operational needs.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

June 30, 2004

Interest Rate Sensitivity Period

(Dollars in thousands)

Within

3 Months

Over 3 Months

to 1 Year

Over 1 Year

to 5 Years

Over

5 Years

Non-interest

Sensitive

Total

Interest-earning Assets:

Cash and due from banks

$ -

$ -

$ -

$ -

$ 108,154

$ 108,154

Federal funds sold

27,000

-

-

-

-

27,000

Securities available-for-sale 1

238,895

581

218,556

1,288,880

-

1,746,912

Loans receivable, gross 2

2,793,464

82,261

218,255

412,092

-

3,506,072

Non-interest-earning assets, net

-

-

-

-

381,991

381,991

Total assets

$ 3,059,359

$ 82,842

$ 436,811

$ 1,700,972

$ 490,145

$ 5,770,129

Interest-bearing Liabilities:

Deposits

Demand deposits

$ -

$ -

$ -

$ -

$ 699,884

$ 699,884

Money market and NOW deposits 3

36,498

113,578

341,924

358,770

-

850,770

Savings deposit 3

15,918

90,430

204,034

116,377

426,759

TCDs under $100

288,604

221,155

28,089

38

-

537,886

TCDs $100 and over

946,095

795,689

251,124

 

-

1,992,908

Total deposits

1,287,115

1,220,852

825,171

475,185

699,884

4,508,207

Federal funds purchased and securities

sold under agreement to repurchase

50,000

15,000

-

-

-

65,000

Advances from FHLB

360,000

49,120

20,077

-

-

429,197

Other borrowings

-

-

-

10,688

-

10,688

Junior subordinated debt

53,886

-

-

-

-

53,886

Non-interest-bearing other liabilities

-

-

-

-

60,195

60,195

Stockholders' equity

-

-

-

-

642,956

642,956

Total liabilities and stockholders' equity

$ 1,751,001

$ 1,284,972

$ 845,248

$ 485,873

$ 1,403,035

$ 5,770,129

Interest sensitivity gap

$ 1,308,358

$ (1,202,130)

$ (408,437)

$ 1,215,099

$ (912,890)

-

Cumulative interest sensitivity gap

$ 1,308,358

$ 106,228

$ (302,209)

$ 912,890

$ -

-

Gap ratio (% of total assets)

22.67%

-20.83%

-7.08%

21.06%

-15.82%

-

Cumulative gap ratio

22.67%

1.84%

-5.24%

15.82%

0.00%

-

1 Includes $8.3 million of venture capital investments and $20.8 million of variable-rate agency preferred stock in the "Within three months" column.

2 Excludes allowance for loan losses of $66.0 million, unamortized deferred loan fees of $10.1 million and $26.7 million of non-accrual loans, which are included in non-interest-earning assets. Adjustable-rate loans are included in the "within three months" column, as they are subject to interest adjustments depending upon the terms on the loans..

3 The Company's own historical experience and decay factors are used to estimate the money market, NOW, and savings deposit runoff.

Since interest rate sensitivity analysis does not measure the timing differences in the repricing of assets and liabilities, we use a net interest income simulation model to measure the extent of the differences in the behavior of the lending and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the Company's traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 100 basis point increments. The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.

The impact of interest rate changes to our net interest income is measured using a net interest income simulation model. The various products in our balance sheet are modeled to simulate their interest income and expense, and cash flow behavior in relation to immediate and sustained changes in interest rates. Interest income and interest expense for the next 12 months are calculated for current interest rates and for immediate and sustained rate shocks. The net interest income simulation model includes various assumptions regarding the repricing relationships for each product. Many of our assets are floating rate loans, which are assumed to reprice immediately and to the same extent as the change in the forecasted market rates according to their contracted index. Our non-term deposit products reprice more slowly, usually changing less than the change in market rates and at our discretion. Our term deposits reprice based on their contractual maturity. This net interest income modeling analysis indicates the impact of change in net interest income for a given set of rate changes. In addition, the model assumes that the balance sheet does not grow and remains similar to the structure at the beginning of the simulation period. As such, the model does not account for all the factors that could impact a change to interest rates, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change. Furthermore, loan and investment spread relationships change regularly, whereas the model spread relationships are kept constant. Interest rate changes create changes in actual loan and investment prepayment rates that will differ from the market estimates incorporated in the analysis. In addition, the proportion of adjustable-rate loans in our portfolio could decrease or increase in future periods if market interest rates remain at or decrease or increase from current levels. The repricing of certain categories of assets and liabilities are subject to competitive and other pressures beyond the Company's control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may in fact mature or reprice at different times and at different volumes. As a result of the above constraints, actual results will differ from simulated results.

 

We establish a tolerance level in our policy to define and limit interest income volatility to a change of plus or minus 30% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. At June 30, 2004, if interest rates were to increase instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 2.8%, and if interest rates were to increase instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 6.4%. Conversely, if interest rates were to decrease instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 3.8%, and if interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 9.0%. The Company's simulation model also projects the net economic value of our portfolio of assets and liabilities. We have established a tolerance level to value the net economic value of our portfolio of assets and liabilities in our policy to a change of plus or minus 30% when the hypothetical rate change is plus or minus 200 basis points. At June 30, 2004, the Company was within such guidelines.

 

Financial Derivatives

It is the policy of the Company not to speculate on the future direction of interest rates. However, the Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities. We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in the Company's assets or liabilities and against risk in specific transactions. In such instances, the Company may protect its position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other hedge transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk and must be approved by the Bank's Investment Committee.

The Company recognizes all derivatives on the balance sheet at fair value. Fair value is based on dealer quotes, or quoted prices from instruments with similar characteristics. The Company uses financial derivatives designated for hedging activities as cash flow hedges. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. For derivatives designated as fair value hedges, changes the fair value of the derivatives will be reflected in current earnings, together with changes in the fair value of the related hedged item.

 

On March 21, 2000, we entered into an interest rate swap agreement with a major financial institution in the notional amount of $20.0 million for a period of five years. The interest rate swap was for the purpose of hedging the cash flows from a portion of our floating rate loans against declining interest rates. The purpose of the hedge is to provide a measure of stability in the future cash receipts from such loans over the term of the swap agreement, which at June 30, 2004, was approximately three quarters. At June 30, 2004, the fair value of the interest rate swap, excluding accrued interest, was $0.7 million, or $0.4 million net of tax. For the three months ended June 30, 2004, net amounts totaling $0.3 million were reclassified into earnings. The estimated net amount of the existing gains within accumulated other comprehensive income that are expected to reclassify into earnings within the next nine months is approximately $0.8 million.

In June 2004, the Company entered into $35.0 million notional amount of interest rate swaps to mitigate risks associated with changes to the fair value of certain fixed rate deposits. These interest rate swaps will terminate on June 15, 2009 and can be terminated on June 15, 2006, at the election of the counterparty. From the effective date of these swaps until June 15, 2009, the Company will receive interest at a fixed rate of 3.25% and will pay interest at a rate of LIBOR less 12.5 basis points. If the swaps are not terminated on June 15, 2006, then the Company will receive interest at a fixed rate of 6.0% and will pay interest at a rate of LIBOR less 12.5 basis points from June 15, 2006, to June 15, 2009. As of June 30, 2004, the fair value of these interest rate swaps was an unrealized loss of $14,000 and the fair value of the CD's hedged by these swaps was an unrealized loss of $31,000. These amounts have been recorded in income for the second quarter. The estimated net interest income expected to be reclassified into earnings within the next twelve months from these interest rate swaps is approximately $0.3 million.

Item 4. CONTROLS AND PROCEDURES

The Company's principal executive officer and principal financial officer have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There has not been any change in our internal control over financial reporting, that occurred during the fiscal quarter covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

The Bancorp's wholly-owned subsidiary, Cathay Bank, has been a party to ordinary routine litigation from time to time incidental to various aspects of its operations. Management is not currently aware of any litigation that is expected to have material adverse impact on the Company's consolidated financial condition, liquidity, or the results of operations.

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total Number of Shares (or Units) Purchased

(b) Average Price Paid per Share (or Unit)

(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

(April 1, 2004 - April 30, 2004)

 None

 

 

 

(May 1, 2004 - May 31, 2004)

 None

 

 

 

(June 1, 2004 - June 30, 2004)

 None

 

 

 

Total

 None

 

 

 

 

In April 2001, the Board of Directors approved a stock repurchase program of up to $15 million of our common stock. Cumulatively through June 30, 2004, the Company has repurchased 319,910 shares of our common stock for $8.8 million. No shares have been repurchased since the second quarter of 2003.

 

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

An annual meeting of stockholders of Cathay General Bancorp was held on April 19, 2004 for the purpose of considering and acting upon the following:

 

Election of Directors: Four directors were elected as Class II directors to serve until the 2007 Annual Meeting and the votes cast for or withheld were as follows:

 

                                                                                                                       BROKER

                                FOR                 WITHHELD         AGAINST             NON-VOTE

Kelly L. Chan         21,521,228             997,286                 None                     None

Dunson K. Cheng   20,379,292         2,139,221                  None                     None

Thomas C.T. Chiu  19,412,420         3,106,094                  None                     None

Joseph C.H. Poon  20,405,541         2,112,973                  None                     None

 

Other Directors whose terms of office continued after the meeting:

 

Term ending in 2005 (Class III) Term ending in 2006 (Class I)

George T.M. Ching Peter Wu

Wing K. Fat Michael M.Y. Chang

Ting Y. Liu Patrick S.D. Lee

Wilbur K. Woo Anthony M. Tang

Thomas G. Tartaglia

Item 5. OTHER INFORMATION

Not applicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) exhibits:

 

(i) Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(ii) Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(iii) Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(iv) Exhibit 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

    1. A Form 8-K was filed on April 16, 2004, reporting under Item 7 and Item 12 that, on April 15, 2004, Cathay General Bancorp announced in a press release its financial results for the quarter ended March 31, 2004.
    2. A Form 8-K was filed on June 18, 2004, reporting under Item 5, "Other Events and Required FD Disclosure", that on June 17, 2004, Cathay Bank signed a memorandum of understanding with the Federal Deposit Insurance Corporation relating to Cathay Bank's compliance with certain provisions of the Bank Secrecy Act.

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.

 

 

Cathay General Bancorp

(Registrant)

 

 

Date: August 9, 2004

By /s/ Dunson K. Cheng       

Dunson K. Cheng

Chairman, President, and

Chief Executive Officer

 

 

Date: August 9, 2004

By /s/ Heng W. Chen            

Heng W. Chen

Executive Vice President and

Chief Financial Officer