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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________________________________________
FORM
10-K
(Mark
One)
x |
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended December 31,
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 000-50923
__________________________
WILSHIRE
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
California |
20-0711133 |
State
or other jurisdiction of incorporation or organization |
I.R.S.
Employer Identification Number |
|
|
3200
Wilshire Blvd. |
|
Los
Angeles, California |
90010 |
Address
of principal executive offices |
Zip
Code |
(213)
387-3200 |
Registrant’s
telephone number, including area code |
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, no par value
______________________
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes x No o
The
number of shares of Common Stock of the registrant outstanding as of February
28, 2005 was 28,477,624.
The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as of June 30, 2004 was approximately $177 million (computed
based on the closing sale price of the common stock at $24.52 per share as of
such date). Shares of common stock held by each officer and director and each
person owning more than ten percent of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of the affiliate status is not necessarily a conclusive determination for other
purposes.
TABLE
OF CONTENTS
|
|
Page |
PART
I |
|
3 |
Item
1. |
Business |
3 |
Item
2. |
Properties |
30 |
Item
3. |
Legal
Proceedings |
31 |
Item
4. |
Submission
of Matters to a Vote of Security Holders |
31 |
PART
II |
|
31 |
Item
5. |
Market
for Registrant's Common Equity and Related Stockholder
Matters |
31 |
Item
6. |
Selected
Financial Data |
34 |
Item
7. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
35 |
Item
7A. |
Quantitative
and Qualitative Disclosures About Market Risk |
66 |
Item
8. |
Financial
Statements and Supplementary Data |
68 |
Item
9. |
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure |
68 |
Item
9A. |
Controls
and Procedures |
68 |
Item
9B. |
Other
Information |
71 |
PART
III |
|
71 |
Item
10. |
Directors
and Executive Officers of Registrant |
71 |
Item 11. |
Executive
Compensation |
71 |
Item 12. |
Security
Ownership of Certain Beneficial Owners and Management |
71 |
Item 13. |
Certain
Relationships and Related Transactions |
71 |
Item 14. |
Principal
Accounting Fees and Services |
71 |
PART
IV |
|
72 |
Item
15. |
Exhibits,
Financial Statement Schedules and Reports on Form 8-K |
72 |
SIGNATURES |
|
74 |
PART
I
General
Wilshire Bancorp,
Inc. (the “Company,” "we," "us," or "our," hereafter) succeeded to the business
and operations of Wilshire State
Bank, a California state-chartered commercial bank (the “Bank”), upon
consummation of the reorganization of the Bank into a holding company structure,
effective as of August 25, 2004. Wilshire State Bank was
incorporated under the laws of the State of California on May 20, 1980 and
commenced operations on December 30, 1980. The Company was incorporated in
December 2003 as a wholly owned subsidiary of the Bank for the purpose of
facilitating the issuance of trust preferred securities for the Bank and
eventually serving as the holding company of the Bank. The Bank’s shareholders
approved a reorganization into a holding company structure at a meeting held on
August 25, 2004. As a result of the reorganization, shareholders of the Bank are
now shareholders of the Company and the Bank is a direct subsidiary of the
Company.
Prior to
the completion of the reorganization, the Bank was subject to the information,
reporting and proxy statement requirements of the Securities Exchange Act of
1934, as amended, or the Exchange Act, pursuant to the regulations of its
primary regulator, the Federal Deposit Insurance Corporation, or FDIC.
Accordingly, the Bank filed annual and quarterly reports, proxy statements and
other information with the FDIC. Pursuant to Rule 12g-3 of the Exchange Act, the
Company has succeeded to the reporting obligations of the Bank and the reporting
obligations of the Bank to the FDIC have terminated. Filings by the Company
under the Exchange Act, like this Form 10-K, are to be made with the Securities
and Exchange Commission, or the Commission. Although we refer generally to the
“Company” throughout this filing, all references to the Company prior to August
25, 2004, except where otherwise indicated, are to the Bank.
Our
Corporate Headquarters and primary banking facilities are located at 3200
Wilshire Boulevard, Los Angeles, California 90010. In addition,
we
have 13
full-service Bank branch offices in southern California and one branch office in
Texas. We also have five loan production offices utilized primarily for the
origination of loans under our Small Business Administration (“SBA”) lending
program in Oklahoma City, Oklahoma; Seattle, Washington; San Antonio, Texas; Las
Vegas, Nevada; and the San Jose, California area (Milpitas,
California).
The Bank
is an insured bank up to the maximum limits authorized under the Federal Deposit
Insurance Act, as amended (the "FDI Act"). Like most state-chartered banks of
our size in California, we are not a member of the Federal Reserve System, but a
member of Federal Home Loan Bank of San Francisco, a congressionally chartered
Federal Home Loan Bank. At December 31, 2004, we had approximately $1.27 billion
in assets, $1.02 billion in total loans, and $1.10 billion in
deposits.
We
operate a community bank focused on the general commercial banking business,
with our primary market encompassing the multi-ethnic population of the Los
Angeles County area. Our full-service offices are located primarily in areas
where a majority of the businesses are owned by Korean-speaking immigrants, with
many of the remaining businesses owned by Hispanic and other minority groups.
Our branches in Huntington Park and Garden Grove are located in predominantly
Hispanic and Vietnamese communities, respectively. Our client base reflects the
multi-ethnic composition of these communities.
To
address the needs of our multi-ethnic customers, we have many multilingual
employees who are able to converse with our clientele in their native languages.
We believe that the ability to speak the language of our customers assists us in
tailoring products and services for our customers’ needs.
Available
Information
We
maintain an Internet website at www.wilshirebank.com. On the Investor Relations
component of our website, we post our filings with the Commission, which are
available free of charge, including our Annual Report on Form 10-K, our
Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy and
information statements
and any amendments to those reports or statements filed or furnished under the
Exchange Act. In addition, we post separately on our website all filings made by
persons pursuant to Section 16 of the Exchange Act.
Expansion
Over the
past few years, our network of branches and loan production offices has been
expanded geographically. We currently maintain fourteen branch offices and five
loan production offices. In 2004 we converted our loan production office in
Dallas, Texas into a branch office. We also opened two new branch offices in
each of downtown Los Angeles and Buena Park, California, and opened three loan
production offices in Oklahoma City, Oklahoma; Las Vegas, Nevada; and San
Antonio, Texas in areas that complement our multi-ethnic small business focus.
During fiscal year 2003, we opened two full service branches located in the
mid-Wilshire area of Los Angeles and in the Irvine area (City of Tustin,
California). We had previously opened four new branch offices in Huntington
Park, Gardena, Rowland Heights, and Garden Grove, California between 1999 and
2002. We intend to continue our growth strategy in future years through the
opening of additional branches and loan production offices as our resources
permit.
Business
Segments
We
operate in three primary business segments: Banking Operations, Trade Finance
Services, and Small Business Administration Lending Services. We determine
operating results of each segment based on an internal management system that
allocates certain expenses to each segment. These segments are described in
additional detail below:
Banking
Operations:
Includes providing commercial, consumer and real estate loans to
customers.
Trade
Finance Services: Assists
our import/export customers with their international transactions. Trade finance
products include the issuance and collection of letters of credit, international
collection and import/export financing.
Small
Business Administration Lending Services:
Involves providing loans through the SBA guaranteed lending
program.
Lending
Activities
General
Our loan
policies set forth the basic guidelines and procedures by which we conduct our
lending operations. These policies address the types of loans available,
underwriting and collateral requirements, loan terms, interest rate and yield
considerations, compliance with laws and regulations and our internal lending
limits. Our Board of Directors reviews and approves our loan policies on an
annual basis. We supplement our own supervision of the loan underwriting and
approval process with periodic loan audits by experienced external loan
specialists who review credit quality, loan documentation and compliance with
laws and regulations. We engage in a full complement of lending activities,
including:
· |
commercial
business lending and trade finance, |
· |
consumer
loans, including
automobile loans, home mortgages, credit lines and other personal
loans. |
In July
1999, we installed a new management team, which in turn implemented a strategy
of increasing emphasis on commercial loans and attracting business accounts
through relationship banking. This action was taken primarily to diversify our
revenue sources and avoid excessive reliance on our SBA loans. In 1999, net
revenue from our SBA department as a percentage of total net revenue represented
53.5% of our total net revenue. As a result of this strategy, the net revenue
from our SBA department was 29.0% 31.8%, and 32.1% of our total net revenue in
2002, 2003 and 2004, respectively.
In 2003,
we decided to increase our focus on consumer lending to meet customer needs and
to diversify our product line. Under this modified business strategy, we
established our Auto Loan Center in the first quarter of 2003 and our Home Loan
Center for home mortgage borrowers in September of 2003.
As part
of our efforts to achieve long-term stable profitability and respond to a
changing economic environment in Southern California, we constantly evaluate a
variety of options to augment our traditional focus by broadening the services
and products we provide. Possible avenues of growth include
more branch locations, expanded days and hours of operation and new types of
lending. To date, we have not expanded into areas of brokerage, annuity,
insurance or similar investment products and services and have concentrated
primarily on the core businesses of accepting deposits, making loans and
extending credit.
Loan
Procedures
Loan
applications may be approved by the Director Loan Committee of our Board of
Directors, or by our management or lending officers to the extent of their loan
authority. Our Board of Directors authorizes our lending limits. Our President,
Chief Lending Officer and Chief Credit Administrator are responsible for
evaluating the authority limits for individual credit officers and recommending
lending limits for all other officers to the board of directors for
approval.
We grant
individual lending authority to our President, Chief Lending Officer and some
department managers. Our highest management lending authority is the combined
administrative lending authority for unsecured and secured lending of $400,000,
which requires the approval of our President. The next highest lending authority
is $200,000 for our Chief Lending Officer. Loans for which direct and indirect
borrower liability exceeds an individual’s lending authority are referred to our
Senior Loan Committee or Director Loan Committee.
At
December 31, 2004, our authorized legal lending limits were $18.7 million for
unsecured loans plus an additional $12.5 million for specific secured loans.
Legal lending limits are calculated in conformance with California law, which
prohibits a bank from lending to any one individual or entity or its related
interests an aggregate amount which exceeds 15% of primary capital, plus the
allowance for loan losses and capital notes and debentures, on an unsecured
basis, plus an additional 10% on a secured basis. Our primary capital plus
allowance for loan losses at December 31, 2004 totaled $115.0
million.
We seek
to mitigate the risks inherent in our loan portfolio by adhering to certain
underwriting practices. The review of each loan application includes analysis of
the applicant’s prior credit history, income level, cash flow and financial
condition, tax returns, cash flow projections, and the value of any collateral
to secure the loan, based upon reports of independent appraisers and audits of
accounts receivable or inventory pledged as security. In the case of real estate
loans over a specified amount, the review of collateral value includes an
appraisal report prepared by an independent Bank-approved
appraiser.
Real
Estate Loans
We offer
commercial real estate loans to finance the acquisition of new or refinancing of
existing commercial properties, such as shopping centers, office buildings,
industrial buildings, warehouses, hotels, automotive industry facilities and
multiple dwellings. Our real estate loans are typically collateralized by first
or junior deeds of trust on specific commercial properties and equity lines of
credit, and, when possible, subject to corporate or individual guarantees from
financially capable parties. The properties collateralizing real estate loans
are principally located in our primary market areas of Southern California. Real
estate loans typically bear an interest rate that floats with our base rate,
prime rate or another established index. At December 31, 2004, total real estate
loans constituted 85% of our loan portfolio.
Commercial
real estate loans typically have seven year maturities with up to 25 year
amortization of principal and interest and loan-to-value ratios of not more than
65% of the appraised value or purchase price, whichever is lower. We usually
impose a prepayment penalty during the period within three years of the date of
the loan.
Construction
loans are comprised of loans on commercial, residential and income producing
properties that generally have terms of one year, with options to extend for
additional periods to complete construction and to accommodate the lease-up
period. We usually require 20-25% equity capital investment by the developer and
loan to value ratios of not more than 65% of anticipated completion
value.
Miniperm
loans finance the purchase and/or ownership of commercial properties, including
owner-occupied and income producing properties. We also offer miniperm loans as
take-out financing with our construction loans. Miniperm loans are generally
made with an amortization schedule ranging from 15 to 25 years with a lump
sum balloon payment due in one to ten years.
Equity
lines of credit are revolving lines of credit collateralized by junior deeds of
trust on residential real properties. They generally bear a rate of interest
that floats with our base rate or the prime rate and have maturities of five
years. From time to time, we purchase participation interests in loans made by
other financial institutions. These loans are subject to the same underwriting
criteria and approval process as loans made directly by us.
Our real
estate portfolio is subject to certain risks, including (i) a possible
downturn in the Southern California economy, (ii) interest rate increases,
(iii) reduction in real estate values in Southern California,
(iv) increased competition in pricing and loan structure, and
(v) environmental risks, including natural disasters. We strive to reduce
the exposure to such risks by (a) reviewing each loan request and renewal
individually, (b) using a dual signature approval system for the approval
of each loan request for loans over a certain dollar amount, (c) adherence
to written loan policies, including, among other factors, minimum collateral
requirements, maximum loan-to-value ratio requirements, cash flow requirements
and personal guarantees, (d) secondary appraisals, (e) external
independent credit review, and (f) conducting environmental reviews, where
appropriate. We review each loan request on the basis of our ability to recover
both principal and interest in view of the inherent risks.
Commercial
Business Lending
We offer
commercial loans to sole proprietorships, partnerships and corporations, with an
emphasis on the real estate related industry. These commercial loans include
business lines of credit and commercial term loans to finance operations, to
provide working capital or for specific purposes, such as to finance the
purchase of assets, equipment or inventory. Since a borrower’s cash flow from
operations is generally the primary source of repayment, our policies provide
specific guidelines regarding required debt coverage and other important
financial ratios.
Lines of
credit are extended to businesses or individuals based on the financial strength
and integrity of the borrower and are secured primarily by real estate, accounts
receivable and inventory, and have a maturity of one year or less. Such lines of
credit bear an interest rate that floats with our base rate, the prime rate,
LIBOR or another established index.
Commercial
term loans are typically made to finance the acquisition of fixed assets,
refinance short-term debts or to finance the purchase of businesses. Commercial
term loans generally have terms from one to five years. They may be
collateralized by the asset being acquired or other available assets and bear
interest rates which either floats with the Company’s base rate, prime rate,
LIBOR or another established index or is fixed for the term of the
loan.
We also
provide other banking services tailored to the small business market. We have
focused recently on diversifying our loan portfolio, which has led to an
increase in commercial real estate and commercial business loans to small and
medium sized businesses.
Our
portfolio of commercial loans is subject to certain risks, including (i) a
possible downturn in the Southern California economy, (ii) interest rate
increases; and (iii) the deterioration of a borrower’s or guarantor’s
financial capabilities. We attempt to reduce the exposure to such risks through
(a) reviewing each loan request and renewal individually, (b) a dual
signature approval system, (c) strict adherence to written loan policies,
and (d) external independent credit review. In addition, loans based on
short-term asset values are monitored on a monthly or quarterly basis. In
general, we receive and review financial statements of borrowing customers on an
ongoing basis during the term of the relationship and respond to any
deterioration noted.
Small
Business Administration Lending Services
Small
Business Administration, or SBA, lending is an important part of our business.
Our SBA lending service places an emphasis on minority-owned businesses. Our SBA
market area includes the geographic areas encompassed by our full-service
banking offices in Southern California, as well as the multi-ethnic population
areas surrounding our loan production offices in Northern California,
Washington, Oklahoma, Nevada, and Texas. For most areas, our SBA Loan Department
has attained “Preferred Lender” status, which permits us to approve SBA
guaranteed loans directly. As an SBA Preferred Lender, we provide quicker and
more efficient service to our clientele, enabling them to obtain SBA loans in
order to acquire new businesses, expand existing businesses, and acquire
locations in which to do business, without having to go through the time
consuming SBA approval process.
We
recently have made efforts to diversify our banking and financial services in
order to reduce our substantial revenue reliance on SBA loans. However, SBA
loans continue to remain an important component of our business. To improve
operational efficiency, in 1999, we restructured our SBA department to make it
more marketing-oriented. The restructure involved, among other things,
eliminating the SBA department’s separate administrative staff and moving this
function with our other general administration department, and closing our
regional SBA loan production office in Chicago. We reduced our operating
expenses from $5.1 million in 2001 to $2.8 million and $3.8 million in 2003 and
2004, respectively. At the same time, we increased the assets of our SBA
business segment from $72.6 million at December 31, 2001 to $125.6 million and
$150.0 million at December 31, 2003 and 2004, respectively. The amount of our
pre-tax income from this segment represented 52.6% of our total pre-tax income
in 2001, 50.1% in 2002, 51.4% in 2003, and 47.4% in 2004.
Although
our participation in the SBA program is subject to the legislative power of
Congress and the continued maintenance of our approved status by the SBA, we
have no reason to believe that this program (and our participation therein) will
not continue, particularly in view of the lengthy duration of the SBA program
nationally.
Consumer
Loans
Consumer
loans include personal loans, auto loans, home improvement loans, home mortgage
loans, revolving lines of credit and other loans typically made by banks to
individual borrowers. Prior to 2003, we did not actively pursue consumer-lending
opportunities. Consumer loans historically had represented less than 5% of our
total loan portfolio. We provided consumer loan products only as additional
services to existing customers. However, since 2003, we have increased our focus
on consumer lending in an effort to diversify our product line.
Our
consumer loan portfolio is subject to certain risks, including:
· |
amount
of credit offered to consumers in the
market, |
· |
interest
rate increases, and |
· |
consumer
bankruptcy laws which allow consumers to discharge certain
debts. |
We
attempt to reduce the exposure to such risks through the direct approval of all
consumer loans by:
· |
reviewing
each loan request and renewal individually, |
· |
using
a dual signature system of approval, |
· |
strict
adherence to written credit policies and, |
· |
external
independent credit review. |
Trade
Finance Services
Our Trade
Finance Department has been an integral part of our business since the early
1990s and assists our import/export customers with their international
transactions. Trade Finance products include the issuance and collection of
letters of credit, international collection, import/export financing, and U.S.
EximBank and SBA guaranteed loans.
We
generate most of our revenue from the Trade Finance Department from fee income
through providing facilities to support import/export customers and interest
income from extensions of credit. Our Trade Finance Department’s fee income has
increased from $1.0 million in 2001 to $1.3 million, $1.5 million, and $1.8
million in 2002, 2003, and 2004, respectively, and its net revenue has increased
from $1.7 million in 2001 to $1.9 million, $3.0 million, and 2.4 million in
2002, 2003, and 2004, respectively.
Deposit
Activities and Other Sources of Funds
Our
primary sources of funds are deposits and loan repayments. Scheduled loan
repayments are a relatively stable source of funds, whereas deposit inflows and
outflows and unscheduled loan prepayments (which are influenced significantly by
general interest rate levels, interest rates available on other investments,
competition, economic conditions and other factors) are not as stable. Customer
deposits remain a primary source of funds, but these balances may be influenced
by adverse market changes in the industry. Other borrowings may be
used:
· |
on
a short-term basis to compensate for reductions in deposit inflows at less
than projected levels, and |
· |
on
a longer-term basis to support expanded lending activities and to match
the maturity of repricing intervals of assets.
|
We offer
a variety of accounts for depositors which are designed to attract both
short-term and long-term deposits. These accounts include certificates of
deposit (“CDs”), regular savings accounts, money market accounts, checking and
negotiable order of withdrawal (“NOW”) accounts, installment savings accounts,
and individual retirement accounts (“IRAs”). These accounts generally earn
interest at rates established by management based on competitive market factors
and management’s desire to increase or decrease certain types or maturities of
deposits. As needs arise, we augment these customer deposits with brokered
deposits. The more significant deposit accounts offered by us and other sources
of funds are described below:
Certificates
of Deposit
We offer
several types of CDs with a maximum maturity of five years. The substantial
majority of our CDs have a maturity of one to 12 months and typically pay simple
interest credited monthly or at maturity.
Regular
Savings Account.
We offer
savings accounts that allow for unlimited deposits and withdrawals, provided
that depositors maintain a $100 minimum balance. Interest is compounded daily
and credited quarterly.
Money
Market Accounts
Money
market accounts pay a variable interest rate that is tiered depending on the
balance maintained in the account. Minimum opening balances vary. Interest is
compounded daily and paid monthly.
Checking
and NOW Account.
Checking
and NOW accounts are generally non-interest and interest bearing accounts,
respectively, and may include service fees based on activity and balances. NOW
accounts pay interest, but require a higher minimum balance to avoid service
charges.
Federal
Home Loan Bank Borrowings
To
supplement our deposits as a source of funds for lending or investment, we
borrow funds in the form of advances from the Federal Home Loan Bank. We
regularly make use of Federal Home Loan Bank advances as part of our interest
rate risk management, primarily to extend the duration of funding to match the
longer term fixed rate loans held in the loan portfolio as part of our growth
strategy.
As a
member of the Federal Home Loan Bank system, we are required to invest in
Federal Home Loan Bank stock based on a predetermined formula. Federal Home Loan
Bank stock is a restricted investment security that can only be sold to other
Federal Home Loan Bank members or redeemed by the Federal Home Loan Bank. As of
December 31, 2004, we owned $4,371,500 in FHLB stock.
Advances
from the Federal Home Loan Bank are secured by the Federal Home Loan Bank stock
we own and a blanket lien on our loan portfolio and may be also secured by other
assets, mainly securities which are obligations of or guaranteed by the U.S.
government. At December 31, 2004, our borrowing limit with the Federal Home Loan
Bank was approximately $293 million.
Internet
Banking
Since
1999, we have offered Internet banking service, which allows our customers to
access their deposit and loan accounts through the Internet. Customers are able
to obtain transaction history and account information, transfer funds between
accounts and make on-line bill payments. We intend to improve and develop our
Internet banking products and delivery channels as the need arises and our
resources permit.
Other
Services
We also
offer ATM machines located at some branch offices, customer access to an ATM
network and armored carrier services.
Marketing
Our
business plan relies principally upon local advertising and promotional activity
and upon personal contacts by our directors, officers and shareholders to
attract business and to acquaint potential customers with our personalized
services. We emphasize a high degree of personalized client service in order to
be able to provide for each customer's
banking needs. Our marketing approach emphasizes the
advantages of dealing with an independent, locally-managed and state chartered
bank to meet the particular needs of consumers, professionals and business
customers in the community. Our management continually evaluates all of our
banking services with regard to their profitability and efforts and makes
determinations based on these evaluations whether to continue or modify our
business plan, where appropriate.
We do not
currently have any plans to develop any new lines of business which would
require a material amount of capital investment on our part.
Competition
Regional
Branch Competition
Our
market has become increasingly competitive in recent years with respect to
virtually all products and services which we offer. Although the general banking
market is dominated by a relatively small number of major banks with numerous
offices covering a wide geographic area, we compete in our niche market directly
with smaller community banks which focus on Korean-American and other minority
consumers and businesses.
There is
a high level of competition within the ethnic banking market. In the greater Los
Angeles metropolitan area, our primary competitors include six locally owned and
operated Korean-American banks. These banks have branches located in many
of the same neighborhoods in which we operate, provide similar types of products
and services, and use the same Korean language publications and media for their
marketing purposes.
In order
to compete effectively, we provide quality, personalized service and fast, local
decision making which we feel distinguishes us from many of our major bank
competitors. For customers whose loan demands exceed our lending limit, we
attempt to arrange for such loans on a participation basis with our
correspondent banks. Similarly, we assist customers requiring services that we
do not currently offer in obtaining such services from our correspondent banks.
Unlike many other Korean-ethnic community banks, we focus a significant portion
of our marketing efforts on non-Korean customers. We seek to distinguish
ourselves from these competitors through superior customer service quality
provided with our service motto, the “Four S’s - Smile, Sincerity, Speed and
Simplicity.”
A less
significant source of competition in the Los Angeles metropolitan area includes
branch offices of major national and international banks which maintain a
limited bilingual staff for Korean-speaking customers. Although such banks have
not traditionally focused their marketing efforts on our minority customer base
in Southern California, their competitive influence could increase should they
choose to focus on this market in the future.
Regional
Loan Production Office Competition
We
operate loan production offices in Seattle, Washington; the San Jose, California
area (Milpitas, California); San Antonio, Texas; Oklahoma City, Oklahoma and Las
Vegas, Nevada. In Seattle, there is currently one local Korean-American bank
serving the banking needs of the local Korean-American community. In addition,
three other Los Angeles-based Korean-American banks have opened loan production
offices in the Seattle area. In San Jose, three Los Angeles-based
Korean-American banks have opened office branches serving the banking needs of
the local Korean-American community. In Dallas, there is currently one local
Korean-American bank serving the banking needs of the local Korean-American
community.
Other
Competitive Factors
Large
commercial bank competitors have, among other advantages, the ability to finance
wide-ranging and effective advertising campaigns and to allocate their
investment resources to areas of highest yield and demand. Many of the major
banks operating in our market area offer certain services that we do not offer
directly (but some of which we offer through correspondent institutions). By
virtue of their greater total capitalization, such banks also have substantially
higher lending limits (restricted to a percentage of the bank’s total
stockholders’ equity, depending upon the nature of the loan transaction) than we
do.
In
addition to other banks, our competitors include savings institutions, credit
unions, and numerous non-banking institutions, such as finance companies,
leasing companies, insurance companies, brokerage firms, and investment banking
firms. In recent years, increased competition has also developed from
specialized finance and non-finance companies that offer money market and mutual
funds, wholesale finance, credit card, and other consumer finance services,
including on-line banking services and personal finance software. Strong
competition for deposit and loan products affects the rates of those products as
well as the terms on which they are offered to customers.
The more
general competitive trends in the industry include increased consolidation and
competition. Strong competitors, other than financial institutions, have entered
banking markets with focused products targeted at highly profitable customer
segments. Many of these competitors are able to compete across geographic
boundaries and provide customers increasing access to meaningful alternatives to
banking services in nearly all significant products areas. Mergers between
financial institutions have placed additional pressure on banks within the
industry to streamline their operations, reduce expenses, and increase revenues
to remain competitive. Competition has also intensified due to the federal and
state interstate banking laws, which permit banking organizations to expand
geographically, and the California market has been particularly attractive to
out-of-state institutions. The Financial Modernization Act, which has made it
possible for full affiliations to occur between banks and securities firms,
insurance companies, and other financial companies, is also expected to
intensify competitive conditions.
Technological
innovations have also resulted in increased competition in the financial
services industry. Such innovations have, for example, made it possible for
non-depository institutions to offer customers automated transfer payment
services that were previously considered traditional banking products. In
addition, many customers now expect a choice of several delivery systems and
channels, including telephone, mail, home computer, ATMs, self-service branches
and/or in-store branches. To some extent, such competition has had limited
effect on us to date because many recent technological advancements do not yet
have Korean language capabilities. However, as such technology becomes
available, the competitive pressure to be at the forefront of such advancements
will be significant.
The
market for the origination of SBA loans, one of our primary revenue sources, is
highly competitive. We compete with other small, mid-size and major banks which
originate these loans in the geographic areas in which our full service branches
are located, as well as in the areas where we maintain SBA loan production
offices. In addition, because these loans are largely broker-driven, we compete
to a large extent with banks which originate SBA loans outside our immediate
geographic area. Furthermore, because these loans may be written out of loan
production offices specifically set up to write SBA loans rather than out of
full service branches, the barriers to entry in this area, after approval of a
bank as an SBA lender, are relatively low. In order to succeed in this highly
competitive market, we actively market our SBA loans to minority-owned
businesses. We also plan to expand loan production offices in other states where
we can compete effectively. Unlike the market for the origination of SBA loans,
the market for the resale of SBA loans is currently a seller’s market, and to
date. We have had no difficulty finding buyers for our SBA loans. However, there
can be no assurance that the resale market for SBA loans will grow or maintain
its current status.
Business
Concentration
No
individual or single group of related accounts is considered material in
relation to our total assets or deposits, or in relation to our overall
business. However, approximately 85% of our loan portfolio held for investment
at December 31, 2004 consisted of real estate-related loans, including
construction loans, miniperm loans, real estate mortgage loans and commercial
loans secured by real estate. Moreover, our business activities are currently
focused primarily in Southern California, with the majority of our business
concentrated in Los Angeles and Orange Counties. Consequently, our results of
operations and financial condition are dependent upon the general trends in the
Southern California economies and, in particular, the residential and commercial
real estate markets. In addition, the concentration of our operations in
Southern California exposes us to greater risk than other banking companies with
a wider geographic base in the event of catastrophes, such as earthquakes, fires
and floods in this region.
Employees
As of
December 31, 2004, we had 245 full time equivalent employees (241 full-time
employees and 6 part-time employees). None of our employees are currently
represented by a union or covered by a collective bargaining agreement.
Management believes its employee relations are satisfactory.
Regulation
and Supervision
The
following is a summary description of the relevant laws, rules and regulations
governing banks and bank holding companies. The descriptions of, and references
to, the statutes and regulations below are brief summaries and do not purport to
be complete. The descriptions are qualified in their entirety by reference to
the specific statutes and regulations discussed.
General
The
supervision and regulation of bank holding companies and their subsidiaries are
intended primarily for the protection of depositors, the deposit insurance funds
of the FDIC and the banking system as a whole, and not for the protection of the
bank holding company shareholders or creditors. The banking agencies have broad
enforcement power over bank holding companies and banks, including the power to
impose substantial fines and other penalties for violations of laws and
regulations.
Various
legislation is from time to time introduced in Congress and California’s
legislature, including proposals to overhaul the bank regulatory system, expand
the powers of depository institutions and limit the investments that depository
institutions may make with insured funds. Such legislation may change applicable
statutes and the operating environment in substantial and unpredictable ways. We
cannot determine the ultimate effect that future legislation or implementing
regulations would have upon the financial condition and results of operations of
us or any of our subsidiaries.
Wilshire
Bancorp
We are a
bank holding company registered under the Bank Holding Company Act, and are
subject to supervision, regulation and examination by the Federal Reserve Board.
The Bank Holding Company Act and other federal laws subject bank holding
companies to particular restrictions on the types of activities in which they
may engage, and to a range of supervisory requirements and activities, including
regulatory enforcement actions for violations of laws and
regulations.
Regulatory
Restrictions on Dividends; Source of Strength
We are
regarded as a legal entity separate and distinct from our other subsidiaries.
The principal source of our revenues will be dividends received from the Bank.
Various federal and state statutory provisions limit the amount of dividends the
Bank can pay to us without regulatory approval. It is the policy of the Federal
Reserve Board that bank holding companies should pay cash dividends on common
stock only out of income available over the past year and only if prospective
earnings retention is consistent with the organization’s expected future needs
and financial condition. The policy provides that bank holding companies should
not maintain a level of cash dividends that undermines the bank holding
company’s ability to serve as a source of strength to its banking subsidiaries.
Under
Federal Reserve Board policy, a bank holding company is expected to act as a
source of financial strength to each of its banking subsidiaries and commit
resources to their support. Such support may be required at times when, absent
this Federal Reserve Board policy, a holding company may not be inclined to
provide it. As discussed below, a bank holding company, in certain
circumstances, could be required to guarantee the capital plan of an
undercapitalized banking subsidiary.
In the
event of a bank holding company’s bankruptcy under Chapter 11 of the U.S.
Bankruptcy Code, the trustee will be deemed to have assumed, and is required to
cure immediately, any deficit under any commitment by the debtor holding company
to any of the federal banking agencies to maintain the capital of an insured
depository institution, and any claim for breach of such obligation will
generally have priority over most other unsecured claims.
As a
California corporation, Wilshire Bancorp is restricted under the California
General Corporation Law (“CGCL”) from
paying dividends under certain conditions. The shareholders of Wilshire Bancorp
will be entitled to receive dividends when and as declared by its board of
directors, out of funds legally available for the payment of dividends, as
provided in the CGCL. The CGCL provides that a corporation may make a
distribution to its shareholders if retained earnings immediately prior to the
dividend payout at least equal the amount of proposed distribution. In the event
that sufficient retained earnings are not available for the proposed
distribution, a corporation may, nevertheless, make a distribution, if it meets
both the “quantitative solvency” and the “liquidity” tests. In general, the
quantitative solvency test requires that the sum of the assets of the
corporation equal at least 1¼ times its liabilities. The liquidity test
generally requires that a corporation have current assets at least equal to
current liabilities, or, if the average of the earnings of the corporation
before taxes on income and before interest expenses for the two preceding fiscal
years was less than the average of the interest expense of the corporation for
such fiscal years, then current assets must equal to at least 1¼ times current
liabilities. In certain circumstances, Wilshire Bancorp may be required to
obtain the prior approval of the Federal Reserve Board to make capital
distributions to its shareholders.
Activities
“Closely Related” to Banking
The Bank
Holding Company Act prohibits a bank holding company, with certain limited
exceptions, from acquiring direct or indirect ownership or control of any voting
shares of any company which is not a bank or from engaging in any activities
other than those of banking, managing or controlling banks and certain other
subsidiaries, or furnishing services to or performing services for its
subsidiaries. One principal exception to these prohibitions allows the
acquisition of interests in companies whose activities are found by the Federal
Reserve Board, by order or regulation, to be so closely related to banking or
managing or controlling banks, as to be a proper incident thereto. Some of the
activities that have been determined by regulation to be closely related to
banking are making or servicing loans, performing certain data processing
services, acting as an investment or financial advisor to certain investment
trusts and investment companies, and providing securities brokerage services.
Other activities approved by the Federal Reserve Board include consumer
financial counseling, tax planning and tax preparation, futures and options
advisory services, check guaranty services, collection agency and credit bureau
services, and personal property appraisals. In approving acquisitions by bank
holding companies of companies engaged in banking-related activities, the
Federal Reserve Board considers a number of factors, and weighs the expected
benefits to the public (such as greater convenience and increased competition or
gains in efficiency) against the risks of possible adverse effects (such as
undue concentration of resources, decreased or unfair competition, conflicts of
interest, or unsound banking practices). The Federal Reserve Board is also
empowered to differentiate between activities commenced de
novo and
activities commenced through acquisition of a going concern.
Gramm-Leach
Bliley Act; Financial Holding Companies
The
Gramm-Leach-Bliley Financial Modernization Act, signed into law on November 12,
1999, revised and expanded the provisions of the Bank Holding Company Act by
including a new section that permits a bank holding company to elect to become a
financial holding company to engage in a full range of activities that are
“financial in nature.” The qualification requirements and the process for a bank
holding company that elects to be treated as a financial holding company
requires that all of the subsidiary banks controlled by the bank holding company
at the time of election to become a financial holding company must be and remain
at all times “well-capitalized” and “well managed.” We have not yet made an
election to become a financial holding company, but we may do so at some time in
the future.
The
Gramm-Leach-Bliley Act further requires that, in the event that the bank holding
company elects to become a financial holding company, the election must be made
by filing a written declaration with the appropriate Federal Reserve Bank that:
· |
states
that the bank holding company elects to become a financial holding
company; |
· |
provides
the name and head office address of the bank holding company and each
depository institution controlled by the bank holding company;
|
· |
certifies
that each depository institution controlled by the bank holding company is
“well-capitalized” as of the date the bank holding company submits its
declaration; |
· |
provides
the capital ratios for all relevant capital measures as of the close of
the previous quarter for each depository institution controlled by the
bank holding company; and |
· |
certifies
that each depository institution controlled by the bank holding company is
“well managed” as of the date the bank holding company submits its
declaration. |
The bank
holding company must have also achieved at least a rating of “satisfactory
record of meeting community credit needs” under the Community Reinvestment Act
during the institution’s most recent examination.
Financial
holding companies may engage, directly or indirectly, in any activity that is
determined to be:
· |
incidental
to such financial activity;
or |
· |
complementary
to a financial activity provided it “does not pose a substantial risk to
the safety and soundness of depository institutions or the financial
system generally.”
|
The
Gramm-Leach-Bliley Act specifically provides that the following activities have
been determined to be “financial in nature”:
· |
lending,
trust and other banking activities;
|
· |
financial
or economic advisory services;
|
· |
securitization
of assets; |
· |
securities
underwriting and dealing;
|
· |
existing
bank holding company domestic activities;
|
· |
existing
bank holding company foreign activities; and
|
· |
merchant
banking
activities. |
In
addition, the Gramm-Leach-Bliley Act specifically gives the Federal Reserve
Board the authority, by regulation or order, to expand the list of “financial”
or “incidental” activities, but requires consultation with the U.S. Treasury
Department, and gives the Federal Reserve Board authority to allow a financial
holding company to engage in any activity that is “complementary” to a financial
activity and does not “pose a substantial risk to the safety and soundness of
depository institutions or the financial system generally.”
Privacy
Policies
Under the
Gramm-Leach-Bliley Act, all financial institutions are required to adopt privacy
policies, restrict the sharing of nonpublic customer data with nonaffiliated
parties at the customer’s request, and establish procedures and practices to
protect customer data from unauthorized access. We and the Bank have established
policies and procedures to assure our compliance with all privacy provisions of
the Gramm-Leach-Bliley Act.
Safe
and Sound Banking Practices
Bank
holding companies are not permitted to engage in unsafe and unsound banking
practices. The Federal Reserve Board’s Regulation Y, for example, generally
requires a holding company to give the Federal Reserve Board prior notice of any
redemption or repurchase of its own equity securities, if the consideration to
be paid, together with the consideration paid for any repurchases or redemptions
in the preceding year, is equal to 10% or more of the company’s consolidated net
worth. The Federal Reserve Board may oppose the transaction if it believes that
the transaction would constitute an unsafe or unsound practice or would violate
any law or regulation. Depending upon the circumstances, the Federal Reserve
Board could take the position that paying a dividend would constitute an unsafe
or unsound banking practice.
The
Federal Reserve Board has broad authority to prohibit activities of bank holding
companies and their nonbanking subsidiaries which represent unsafe and unsound
banking practices or which constitute violations of laws or regulations, and can
assess civil money penalties for certain activities conducted on a knowing and
reckless basis, if those activities caused a substantial loss to a depository
institution. The penalties can be as high as $1 million for each day the
activity continues.
Annual
Reporting; Examinations
We are
required to file annual reports with the Federal Reserve Board, and such
additional information as the Federal Reserve Board may require pursuant to the
Bank Holding Company Act. The Federal Reserve Board may examine a bank holding
company or any of its subsidiaries, and charge the company for the cost of such
examination.
Capital
Adequacy Requirements
The
Federal Reserve Board has adopted a system using risk-based capital guidelines
to evaluate the capital adequacy of bank holding companies having $150 million
or more in assets on a consolidated basis. We currently have consolidated assets
in excess of $150 million, and are therefore subject to the Federal Reserve
Board’s capital adequacy guidelines.
Under the
guidelines, specific categories of assets are assigned different risk weights,
based generally on the perceived credit risk of the asset. These risk weights
are multiplied by corresponding asset balances to determine a “risk-weighted”
asset base. The guidelines require a minimum total risk-based capital ratio of
8.0% (of which at least 4.0% is required to consist of Tier 1 capital elements).
Total capital is the sum of Tier 1 and Tier 2 capital. To be considered
“well-capitalized,” a bank holding company must maintain, on a consolidated
basis, (i) a Tier 1 risk-based capital ratio of at least 6.0%, and (ii) a total
risk-based capital ratio of 10.0% or greater. As of December 31, 2004, our
Tier 1 risk-based capital ratio was 9.87% and our total risk-based capital ratio
was 11.95%. Thus, we are considered “well-capitalized” for regulatory
purposes.
In
addition to the risk-based capital guidelines, the Federal Reserve Board uses a
leverage ratio as an additional tool to evaluate the capital adequacy of bank
holding companies. The leverage ratio is a company’s Tier 1 capital divided by
its average total consolidated assets. Certain highly-rated bank holding
companies may maintain a minimum leverage ratio of 3.0%, but other bank holding
companies are required to maintain a leverage ratio of at least 4.0%. As of
December 31, 2004, our leverage ratio was 8.35%.
The
federal banking agencies’ risk-based and leverage ratios are minimum supervisory
ratios generally applicable to banking organizations that meet certain specified
criteria. The federal bank regulatory agencies may set capital requirements for
a particular banking organization that are higher than the minimum ratios when
circumstances warrant. Federal Reserve Board guidelines also provide that
banking organizations experiencing internal growth or making acquisitions will
be expected to maintain strong capital positions, substantially above the
minimum supervisory levels, without significant reliance on intangible
assets.
Imposition
of Liability for Undercapitalized Subsidiaries
Bank
regulators are required to take “prompt corrective action” to resolve problems
associated with insured depository institutions whose capital declines below
certain levels. In the event an institution becomes “undercapitalized,” it must
submit a capital restoration plan. The capital restoration plan will not be
accepted by the regulators unless each company having control of the
undercapitalized institution guarantees the subsidiary’s compliance with the
capital restoration plan up to a certain specified amount. Any such guarantee
from a depository institution’s holding company is entitled to a priority of
payment in bankruptcy.
The
aggregate liability of the holding company of an undercapitalized bank is
limited to the lesser of 5% of the institution’s assets at the time it became
undercapitalized or the amount necessary to cause the institution to be
“adequately capitalized.” The bank regulators have greater power in situations
where an institution becomes “significantly” or “critically” undercapitalized or
fails to submit a capital restoration plan. For example, a bank holding company
controlling such an institution can be required to obtain prior Federal Reserve
Board approval of proposed dividends, or might be required to consent to a
consolidation or to divest the troubled institution or other affiliates.
Acquisitions
by Bank Holding Companies
The Bank
Holding Company Act requires every bank holding company to obtain the prior
approval of the Federal Reserve Board before it may acquire all or substantially
all of the assets of any bank, or ownership or control of any voting shares of
any bank, if after such acquisition it would own or control, directly or
indirectly, more than 5% of the
voting shares of such bank. In approving bank acquisitions by bank holding
companies, the Federal Reserve Board is required to consider the financial and
managerial resources and future prospects of the bank holding company and the
banks concerned, the convenience and needs of the communities to be served, and
various competitive factors.
The
Change in Bank Control Act prohibits a person or group of persons from acquiring
“control” of a bank holding company unless the Federal Reserve Board has been
notified and has not objected to the transaction. Under a rebuttable presumption
established by the Federal Reserve Board, the acquisition of 10% or more of a
class of voting stock of a bank holding company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 would, under
the circumstances set forth in the presumption, constitute acquisition of
control.
In
addition, any company is required to obtain the approval of the Federal Reserve
Board under the Bank Holding Company Act before acquiring 25% (5% in the case of
an acquirer that is a bank holding company) or more of the outstanding common
stock of the company, or otherwise obtaining control or a “controlling
influence” over the company.
Cross-guarantees
Under the
Federal Deposit Insurance Act, or FDIA, a depository institution (which
definition includes both banks and savings associations), the deposits of which
are insured by the FDIC, can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC in connection with (1) the
default of a commonly controlled FDIC-insured depository institution or (2) any
assistance provided by the FDIC to any commonly controlled FDIC-insured
depository institution “in danger of default.” “Default” is defined generally as
the appointment of a conservator or a receiver and “in danger of default” is
defined generally as the existence of certain conditions indicating that default
is likely to occur in the absence of regulatory assistance. In some
circumstances (depending upon the amount of the loss or anticipated loss
suffered by the FDIC), cross-guarantee liability may result in the ultimate
failure or insolvency of one or more insured depository institutions in a
holding company structure. Any obligation or liability owed by a subsidiary bank
to its parent company is subordinated to the subsidiary bank’s cross-guarantee
liability with respect to commonly controlled insured depository institutions.
The Bank is currently our only FDIC-insured depository institution
subsidiary.
Because
we are a legal entity separate and distinct from the Bank, our right to
participate in the distribution of assets of any subsidiary upon the
subsidiary's liquidation or reorganization will be subject to the prior claims
of the subsidiary's creditors. In the event of a liquidation or other resolution
of the Bank, the claims of depositors and other general or subordinated
creditors of the Bank would be entitled to a priority of payment over the claims
of holders of any obligation of the Bank to its shareholders, including any
depository institution holding company (such as Wilshire Bancorp) or any
shareholder or creditor of such holding company.
FIRREA
The
Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA,
includes various provisions that affect or may affect the Bank. Among other
matters, FIRREA generally permits bank holding companies to acquire healthy
thrifts as well as failed or failing thrifts. FIRREA removed certain
cross-marketing prohibitions previously applicable to thrift and bank
subsidiaries of a common holding company. Furthermore, a multi-bank holding
company may now be required to indemnify the federal deposit insurance fund
against losses it incurs with respect to such company’s affiliated banks, which
in effect makes a bank holding company’s equity investments in healthy bank
subsidiaries available to the FDIC to assist such company’s failing or failed
bank subsidiaries.
In
addition, pursuant to FIRREA, any depository institution that has been chartered
less than two years, is not in compliance with the minimum capital requirements
of its primary federal banking regulator, or is otherwise in a troubled
condition must notify its primary federal banking regulator of the proposed
addition of any person to the Board of
Directors or the employment of any person as a senior executive officer of the
institution at least 30 days before such addition or employment becomes
effective. During such 30-day period, the applicable federal banking regulatory
agency may disapprove of the addition of employment of such director or officer.
The Bank is not subject to any such requirements.
FIRREA
also expanded and increased civil and criminal penalties available for use by
the appropriate regulatory agency against certain “institution-affiliated
parties” primarily including (i) management, employees and agents of a
financial institution, as well as (ii) independent contractors such as
attorneys and accountants and others who participate in the conduct of the
financial institution’s affairs and who caused or are likely to cause more than
minimum financial loss to or a significant adverse affect on the institution,
who knowingly or recklessly violate a law or regulation, breach a fiduciary duty
or engage in unsafe or unsound practices. Such practices can include the failure
of an institution to timely file required reports or the submission of
inaccurate reports. Furthermore, FIRREA authorizes the appropriate banking
agency to issue cease and desist orders that may, among other things, require
affirmative action to correct any harm resulting from a violation or practice,
including restitution, reimbursement, indemnifications or guarantees against
loss. A financial institution may also be ordered to restrict its growth,
dispose of certain assets or take other action as determined by the ordering
agency to be appropriate.
USA
Patriot Act
On
October 26, 2001, President Bush signed into law comprehensive anti-terrorism
legislation known as the USA Patriot Act. Title III of the USA Patriot Act
requires financial institutions to help prevent, detect and prosecute
international money laundering and the financing of terrorism. The effectiveness
of a financial institution in combating money laundering activities is a factor
to be considered in any application submitted by the financial institution under
the Bank Merger Act, which applies to the Bank, or the Bank Holding Company Act,
which applies to Wilshire Bancorp. We, and our subsidiaries, including the Bank,
have adopted systems and procedures to comply with the USA Patriot Act and
regulations adopted thereunder by the Secretary of the Treasury.
The
Sarbanes-Oxley Act of 2002
On
July 30, 2002, President Bush signed into law The Sarbanes-Oxley Act of
2002, or "Sarbanes-Oxley Act." The Sarbanes-Oxley Act addresses accounting
oversight and corporate governance matters relating to the operations of public
companies. During 2003, the Commission issued a number of regulations under the
directive of the Sarbanes-Oxley Act significantly increasing public company
governance-related obligations and filing requirements, including:
· |
the
establishment of an independent public oversight of public company
accounting firms by a board that will set auditing, quality and ethical
standards for and have investigative and disciplinary powers over such
accounting firms, |
· |
the
enhanced regulation of the independence, responsibilities and conduct of
accounting firms which provide auditing services to public companies,
|
· |
the
increase of penalties for fraud related crimes,
|
· |
the
enhanced disclosure, certification, and monitoring of financial
statements, internal financial controls and the audit process, and
|
· |
the
enhanced and accelerated reporting of corporate disclosures and internal
governance. |
Furthermore,
in November 2003, in response to the directives of the Sarbanes-Oxley Act,
Nasdaq adopted substantially expanded corporate governance criteria for the
issuers of securities quoted on the Nasdaq National Market (the market on which
our common stock is listed for trading). The new Nasdaq rules govern, among
other things, the enhancement and regulation of corporate disclosure and
internal governance of listed companies and of the authority, role and
responsibilities of their boards of directors and, in particular, of
"independent" members of such boards of directors, in the areas of nominations,
corporate governance, compensation and the monitoring of the audit and internal
financial control processes.
The
Sarbanes-Oxley Act, the Commission rules promulgated thereunder, and the new
Nasdaq governance requirements have required the Company to review its current
procedures and policies to determine whether they comply with the new
legislation and its implementing regulations. As of the date of this filing, the
Company believes it in compliance with the new law and regulations and the
Nasdaq governance requirements.
Wilshire
State Bank
Wilshire
State Bank is subject to extensive regulation and examination by the California
Department of Financial Institutions and the FDIC, which insures its deposits to
the maximum extent permitted by law, and is subject to certain Federal Reserve
Board regulations of transactions with its affiliates. The federal and state
laws and regulations which are applicable to the Bank, regulate, among other
things, the scope of its business, its investments, its reserves against
deposits, the timing of the availability of deposited funds and the nature and
amount of and collateral for certain loans. In addition to the impact of such
regulations, commercial banks are affected significantly by the actions of the
Federal Reserve Board as it attempts to control the money supply and credit
availability in order to influence the economy.
Transactions
with Affiliates
There are
various statutory and regulatory limitations, including those set forth in
sections 23A and 23B of the Federal Reserve Act and Regulation W, governing the
extent to which the Bank will be able to purchase assets from or securities of
or otherwise finance or transfer funds to us or our nonbanking affiliates. Among
other restrictions, such transactions between the Bank and any one affiliate
(including the Company) generally will be limited to 10% of the Bank’s capital
and surplus, and transactions between the Bank and all affiliates will be
limited to 20% of the Bank’s capital and surplus. Furthermore, loans and
extensions of credit are required to be secured in specified amounts and are
required to be on terms and conditions consistent with safe and sound banking
practices.
In
addition, any transaction by a bank with an affiliate and any sale of assets or
provision of services to an affiliate generally must be on terms that are
substantially the same, or at least as favorable, to the bank as those
prevailing at the time for comparable transactions with nonaffiliated
companies.
Loans
to Insiders
Sections
22(g) and (h) of the Federal Reserve Act and its implementing regulation,
Regulation O, place restrictions on loans by a bank to executive officers,
directors, and principal shareholders. Under Section 22(h), loans to a director,
an executive officer and to a greater than 10% shareholder of a bank and certain
of their related interests, or insiders, and insiders of affiliates, may not
exceed, together with all other outstanding loans to such person and related
interests, the bank's loans-to-one-borrower limit (generally equal to 15% of the
institution's unimpaired capital and surplus). Section 22(h) also requires that
loans to insiders and to insiders of affiliates be made on terms substantially
the same as offered in comparable transactions to other persons, unless the
loans are made pursuant to a benefit or compensation program that (i) is widely
available to employees of the bank and (ii) does not give preference to insiders
over other employees of the bank. Section 22(h) also requires prior Board of
Directors approval for certain loans, and the aggregate amount of extensions of
credit by a bank to all insiders cannot exceed the institution's unimpaired
capital and surplus. Furthermore, Section 22(g) places additional restrictions
on loans to executive officers.
Dividends
The
ability of the Bank to pay dividends on its common stock is restricted by the
California Financial Code, the FDIA and FDIC regulations. In general terms,
California law provides that the
Bank may
declare a cash dividend out of net profits up to the lesser of retained earnings
or net income for the last three fiscal years (less any distributions made to
shareholders during such period), or, with the prior written approval of the
Commissioner of Department of Financial Institutions, in an
amount not exceeding the greatest of:
· |
net
income for the prior fiscal year, or |
· |
net
income for the current fiscal year. |
The
Bank’s ability
to pay any cash dividends will depend not only upon our earnings during a
specified period, but also on our meeting certain capital
requirements.
The FDIA and
FDIC regulations restrict the payment of dividends when a bank is
undercapitalized, when a bank has failed to pay insurance assessments, or when
there are safety and soundness concerns regarding a bank.
The
payment of dividends by the Bank may also be affected by other regulatory
requirements and policies, such as maintenance of adequate capital. If, in the
opinion of the regulatory authority, a depository institution under its
jurisdiction is engaged in, or is about to engage in, an unsafe or unsound
practice (that, depending on the financial condition of the depository
institution, could include the payment of dividends), such authority may
require, after notice and hearing, that such depository institution cease and
desist from such practice. The Federal Reserve Board has issued a policy
statement that provides that insured banks and bank holding companies should
generally pay dividends only out of operating earnings for the current and
preceding two years. In addition, all insured depository institutions are
subject to the capital-based limitations required by the Federal Deposit
Insurance Corporation Improvement Act of 1991.
Capital
Requirements
The Bank
is also subject to certain restrictions on the payment of dividends as a result
of the requirement that it maintain adequate levels of capital in accordance
with guidelines promulgated from time to time by applicable
regulators.
The FDIC
and the California Department of Financial Institutions monitor the capital
adequacy of the Bank by using a combination of risk-based guidelines and
leverage ratios. The agencies consider each of the bank’s capital levels when
taking action on various types of applications and when conducting supervisory
activities related to the safety and soundness of individual banks and the
banking system.
Under the
risk-based capital guidelines, a risk weight factor of 0% to 100% is assigned to
each category of assets based generally on the perceived credit risk of the
asset class. The risk weights are then multiplied by the corresponding asset
balances to determine a “risk-weighted” asset base. At least half of the
risk-based capital must consist of core (Tier 1) capital, which is comprised
of:
· |
common
shareholders’ equity (includes common stock and any related surplus,
undivided profits, disclosed capital reserves that represent a segregation
of undivided profits, and foreign currency translation adjustments; less
net unrealized losses on marketable equity
securities); |
· |
certain
noncumulative perpetual preferred stock and related surplus;
and |
· |
minority
interests in the equity capital accounts of consolidated subsidiaries, and
excludes goodwill and various intangible assets.
|
The
remainder, supplementary (Tier 2) capital, may consist of:
· |
allowance
for loan losses, up to a maximum of 1.25% of risk-weighted assets;
|
· |
certain
perpetual preferred stock and related surplus;
|
· |
hybrid
capital instruments; |
· |
mandatory
convertible debt securities; |
· |
term
subordinated debt; |
· |
intermediate-term
preferred stock; and |
· |
certain
unrealized holding gains on equity securities.
|
“Total
risk-based capital” is determined by combining core capital and supplementary
capital.
Under the
regulatory capital guidelines, the Bank must maintain a total risk-based capital
to risk-weighted assets ratio of at least 8.0%, a Tier 1 capital to
risk-weighted assets ratio of at least 4.0%, and a Tier 1 capital to adjusted
total assets ratio of at least 4.0% (3.0% for banks receiving the highest
examination rating) to be considered adequately capitalized. See discussion in
the section below entitled “The
FDIC Improvement Act.”
The
FDIC Improvement Act
The
Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, made a
number of reforms addressing the safety and soundness of the deposit insurance
system, supervision of domestic and foreign depository institutions, and
improvement of accounting standards. This statute also limited deposit insurance
coverage, implemented changes in consumer protection laws and provided for
least-cost resolution and prompt regulatory action with regard to troubled
institutions.
FDICIA
requires every bank with total assets in excess of $500 million to have an
annual independent audit made of the bank’s financial statements by a certified
public accountant to verify that the financial statements of the bank are
presented in accordance with generally accepted accounting principles and comply
with such other disclosure requirements as prescribed by the FDIC.
FDICIA
also places certain restrictions on activities of banks depending on their level
of capital. FDICIA divides banks into five different categories, depending on
their level of capital. Under regulations adopted by the FDIC, a bank is deemed
to be “well-capitalized” if it has a total Risk-Based Capital Ratio of 10.00%
or more, a Tier 1 Capital Ratio of 6.00% or more and a Leverage Ratio of 5.00%
or more, and the bank is not subject to an
order or capital
directive to meet and maintain a certain capital level. Under such regulations,
a bank is deemed to be “adequately capitalized” if it has a total Risk-Based
Capital Ratio of 8.00% or more, a Tier 1 Capital Ratio of 4.00% or more and a
Leverage Ratio of 4.00% or more (unless it receives the highest composite rating
at its most recent examination and is not experiencing or anticipating
significant growth, in which instance it must maintain a Leverage Ratio of 3.00%
or more). Under such regulations, a bank is deemed to be “undercapitalized” if
it has a total Risk-Based Capital Ratio of less than 8.00%, a Tier 1 Capital
Ratio of less than 4.00% or a Leverage Ratio of less than 4.00%. Under such
regulations, a bank is deemed to be “significantly undercapitalized” if it has a
Risk-Based Capital Ratio of less than 6.00%, a Tier 1 Capital Ratio of less than
3.00% and a Leverage Ratio of less than 3.00%. Under such regulations, a bank is
deemed to be “critically undercapitalized” if it has a Leverage Ratio of less
than or equal to 2.00%. In addition, the FDIC has the ability to downgrade a
bank’s classification (but not to “critically undercapitalized”) based on other
considerations even if the bank meets the capital guidelines. According to these
guidelines the Bank was classified as “well-capitalized” as of December 31,
2004.
In
addition, if a bank is classified as undercapitalized, the bank is required to
submit a capital restoration plan to the federal banking regulators. Pursuant to
FDICIA, an undercapitalized bank is prohibited from increasing its assets,
engaging in a new line of business, acquiring any interest in any company or
insured depository institution, or opening or acquiring a new branch office,
except under certain circumstances, including the acceptance by the federal
banking regulators of a capital restoration plan for the bank.
Furthermore,
if a bank is classified as undercapitalized, the federal banking regulators may
take certain actions to correct the capital position of the bank; if a bank is
classified as significantly undercapitalized or critically undercapitalized, the
federal banking regulators would be required to take one or more prompt
corrective actions. These actions would include, among other things, requiring:
sales of new securities to bolster capital, improvements in management, limits
on interest rates paid, prohibitions on transactions with affiliates,
termination of certain risky activities and restrictions on compensation paid to
executive officers. If a bank is classified as critically undercapitalized,
FDICIA requires the bank to be placed into conservatorship or receivership
within 90 days, unless the federal banking regulators determines that other
action would better achieve the purposes of FDICIA regarding prompt corrective
action with respect to undercapitalized banks.
The
capital classification of a bank affects the frequency of examinations of the
bank and impacts the ability of the bank to engage in certain activities and
affects the deposit insurance premiums paid by such bank. Under FDICIA, the
federal banking regulators are required to conduct a full-scope, on-site
examination of every bank at least once every 12 months. An exception to this
rule is made, however, that provides that banks (i) with assets of less
than $100 million, (ii) are categorized as “well-capitalized,”
(iii) were found to be well managed and its composite rating was
outstanding and (iv) has not been subject to a change in control during the last
12 months, need only be examined once every 18 months.
Brokered
Deposits
Under
FDICIA, banks may be restricted in their ability to accept brokered deposits,
depending on their capital classification. “Well-capitalized” banks are
permitted to accept brokered deposits, but all banks that are not
well-capitalized are not permitted to accept such deposits. The FDIC may, on a
case-by-case basis, permit banks that are adequately capitalized to accept
brokered deposits if the FDIC determines that acceptance of such deposits would
not constitute an unsafe or unsound banking practice with respect to the bank.
The Bank is currently well-capitalized and therefore is not subject to any
limitations with respect to its brokered deposits.
Federal
Limitations on Activities and Investments
The
equity investments and activities as a principal of FDIC-insured state-chartered
banks such as the Bank are generally limited to those that are permissible for
national banks. Under regulations dealing with equity investments, an insured
state bank generally may not directly or indirectly acquire or retain any equity
investment of a type, or in an amount, that is not permissible for a national
bank.
FDIC
Deposit Insurance Assessments
In
addition, under FDICIA, the FDIC is authorized to assess insurance premiums on a
bank’s deposits at a variable rate depending on the probability that the deposit
insurance fund will incur a loss with respect to the bank. (Under prior law, the
deposit insurance assessment was a flat rate, regardless of the likelihood of
loss.) In this regard, the FDIC has issued regulations for a transitional
risk-based deposit assessment that determines the deposit insurance assessment
rates on the basis of the bank’s capital classification and supervisory
evaluations. Each of these categories have three subcategories, resulting in
nine assessment risk classifications. The three subcategories with respect to
capital are “well-capitalized,” “adequately capitalized” and “less than
adequately capitalized (which would include “undercapitalized,” “significantly
undercapitalized” and “critically undercapitalized” banks). The three
subcategories with respect to supervisory concerns are “healthy,” “supervisory
concern” and “substantial supervisory concern.” A bank is deemed “healthy” if it
is financially sound with only a few minor weaknesses (Group A). A bank is
deemed subject to “supervisory concern” if it has weaknesses that, if not
corrected, could result in significant deterioration of the bank and increased
risk to the Bank Insurance Fund (group B). A bank is deemed subject to
“substantial supervisory concern” if it poses a substantial probability of loss
to the Bank Insurance Fund (Group C).
On June
30, 1996, the Deposit Insurance Funds Act of 1996, or DIFA, was enacted and
signed into law as part of the Economic Growth and Regulatory Paperwork
Reduction Act of 1996. DIFA established the framework for the eventual merger of
the BIF and the Savings Association Insurance Fund, or SAIF, into a single
Deposit Insurance Fund. It repealed the statutory minimum premium and, under
implementing FDIC regulations promulgated in 1997, premiums assessed by both the
BIF and the SAIF are to be assessed using the matrix described below at a rates
between 0 cents and 27 cents per $100 of deposits.
|
Group
A |
Group
B |
Group
C |
Well
Capitalized |
0 |
3 |
17 |
Adequately
Capitalized |
3 |
10 |
24 |
Undercapitalized |
10 |
24 |
27 |
DIFA also
separated, effective January 1, 1997, the Financing Corporation, or FICO,
assessment to service the interest on its bond obligations from the BIF and SAIF
assessments. The amount assessed on individual institutions by the FICO will be
in addition to the amount, if any, paid for deposit insurance according to the
FDIC’s risk-related assessment rate schedules. The FICO rate may be adjusted
quarterly to reflect changes in assessment bases for the BIF and the
SAIF.
The FDIC
may terminate the deposit insurance of any insured depository institution,
including the Bank, if it determines after a hearing that the institution has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, order or any condition imposed by an agreement with the FDIC. It
also may suspend deposit insurance temporarily during the hearing process for
the permanent termination of insurance, if the institution has no tangible
capital. If insurance of accounts is terminated, the accounts at the institution
at the time of the termination, less subsequent withdrawals, shall continue to
be insured for a period of six months to two years, as determined by the FDIC.
Management is aware of no existing circumstances which would result in
termination of the Bank’s deposit insurance.
Check
Clearing for the 21st
Century Act
On
October 28, 2003, President Bush signed into law the Check Clearing for the
21st Century
Act, also known as Check 21. The new law, which became effective in October
2004, gives “substitute checks,” such as a digital image of a check and copies
made from that image, the same legal standing as the original paper check. Some
of the major provisions include:
• |
allowing
check truncation without making it
mandatory; |
• |
demanding
that every financial institution communicate to account holders in writing
a description of its substitute check processing program and their rights
under the law; |
• |
legalizing
substitutions for and replacements of paper checks without agreement from
consumers; |
• |
retaining
in place the previously mandated electronic collection and return of
checks between financial institutions only when individual agreements are
in place; |
• |
requiring
that when account holders request verification, financial institutions
produce the original check (or a copy that accurately represents the
original) and demonstrate that the account debit was accurate and valid;
and |
• |
requiring
recrediting of funds to an individual’s account on the next business day
after a consumer proves that the financial institution has
erred. |
Community
Reinvestment Act
Under the
Community Reinvestment Act, or CRA, as implemented by the Congress in 1977, a
financial institution has a continuing and affirmative obligation, consistent
with its safe and sound operation, to help meet the credit needs of its entire
community, including low and moderate income neighborhoods. The CRA does not
establish specific lending requirements or programs for financial institutions
nor does it limit an institution’s discretion to develop the types of products
and services that it believes are best suited to its particular community,
consistent with the CRA. The CRA requires federal examiners, in connection with
the examination of a financial institution, to assess the institution’s record
of meeting the credit needs of its community and to take such record into
account in its evaluation of certain applications by such institution. The CRA
also requires all institutions to make public disclosure of their CRA ratings.
Wilshire Bancorp has a Compliance Committee, which oversees the planning of
products, and services offered to the community, especially those aimed to serve
low and moderate income communities.
The FDIC rated the Bank as “satisfactory” in meeting community credit needs
under the CRA at its most recent examination for CRA
performance.
Consumer
Laws and Regulations
In
addition to the laws and regulations discussed herein, the Bank is also subject
to certain consumer laws and regulations that are designed to protect consumers
in transactions with banks. While the list set forth herein is not exhaustive,
these laws and regulations include the Truth in Lending Act, the Truth in
Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability
Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate
Settlement and Procedures Act, the Fair Credit Reporting Act, and the Federal
Trade Commission Act, among others. These laws and regulations mandate certain
disclosure requirements and regulate the manner in which financial institutions
must deal with customers when taking deposits or making loans to such customers.
The Bank must comply with the applicable provisions of these consumer protection
laws and regulations as part of its ongoing customer relations.
Interstate
Branching
Effective
June 1, 1997, the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 amended the FDIA and certain other statutes to permit state and national
banks with different home states to merge across state lines, with approval of
the appropriate federal banking agency, unless the home state of a participating
bank had passed legislation prior to May 31, 1997 expressly prohibiting
interstate mergers. Under the Riegle-Neal Act amendments, once a state or
national bank has established branches in a state, that bank may establish and
acquire additional branches at any location in the state at which any bank
involved in the interstate merger transaction could have established or acquired
branches under applicable federal or state law. If a state opts out of
interstate branching within the specified time period, no bank in any other
state may establish a branch in the state which has opted out, whether through
an acquisition or de novo. The Bank currently has branches located in the States
of California and Texas.
Federal
Home Loan Bank System
The
Federal Home Loan Bank system, of which the Bank is a member, consists of 12
regional FHLBs governed and regulated by the Federal Housing Finance Board, or
FHFB. The FHLBs serve as reserve or credit facilities for member institutions
within their assigned regions. They are funded primarily from proceeds derived
from the sale of consolidated obligations of the FHLB system. They make loans
(i.e.,
advances) to members in accordance with policies and procedures established by
the FHLB and the Boards of directors of each regional FHLB.
As a
system member, the Bank is entitled to borrow from the FHLB of San Francisco, or
FHLB-SF, and is required to own capital stock in the FHLB-SF in an amount equal
to the greater of 1% of the membership asset value, not exceeding $25 million,
or 4.7% of outstanding FHLB-SF advance borrowings. The Bank is in compliance
with the stock ownership rules described above with respect to such advances,
commitments and letters of credit and home mortgage loans and similar
obligations. All loans, advances and other extensions of credit made by the
FHLB-SF to the Bank are secured by a portion of the its mortgage loan portfolio,
certain other investments and the capital stock of the FHLB-SF held by the
Bank.
Mortgage
Banking Operations
The Bank
is subject to the rules and regulations of FNMA with respect to originating,
processing, selling and servicing mortgage loans and the issuance and sale of
mortgage-backed securities. Those rules and regulations, among other things,
prohibit discrimination and establish underwriting guidelines which include
provisions for inspections and appraisals, require credit reports on prospective
borrowers and fix maximum loan amounts. Mortgage origination activities are
subject to, among others, the Equal Credit Opportunity Act, Federal
Truth-in-Lending Act and the Real Estate Settlement Procedures Act and the
regulations promulgated thereunder which, among other things, prohibit
discrimination and require the disclosure of certain basic information to
mortgagors concerning
credit terms and settlement costs. The Bank is also subject to regulation by the
California Department of Financial Institutions, with respect to, among other
things, the establishment of maximum origination fees on certain types of
mortgage loan products.
Future
Legislation and Economic Policy
Our
management and the management of the Bank cannot predict what other legislation
or economic and monetary policies of the various regulatory authorities might be
enacted or adopted or what other regulations might be adopted or the effects
thereof. Future legislation and policies and the effects thereof might have a
significant influence on overall growth and distribution of loans, investments
and deposits and affect interest rates charged on loans or paid from time and
savings deposits. Such legislation and policies have had a significant effect on
the operating results of commercial banks in the past and are expected to
continue.
RISK
FACTORS
There are
important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including our
plans, objectives, expectations and intentions and other factors discussed in
the risk factors, described below. You should carefully consider the following
risk factors and all other information contained in this Report. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently believe are
immaterial also may impair our business. If any of the events described in the
following risk factors occur, our business, results of operations and financial
condition could be materially adversely affected. In addition, the trading price
of our common stock could decline due to any of the events described in these
risks.
If
a significant number of clients fail to perform under their loans, our business,
profitability, and financial condition would be adversely affected.
As a
lender, the largest risk we face is the possibility that a significant number of
our client borrowers will fail to pay their loans when due. If borrower defaults
cause losses in excess of our allowance for loan losses, it could have an
adverse effect on our business, profitability, and financial condition. We have
established an evaluation process designed to determine the adequacy of the
allowance for loan losses. Although this evaluation process uses historical and
other objective information, the classification of loans and the establishment
of loan losses are dependent to a great extent on our experience and judgment.
Although we
believe
that our allowance for loan losses is at a level adequate to absorb any inherent
losses in our loan portfolio, we
cannot assure you that we will not further increase the allowance for loan
losses or that regulators will not require us to increase this allowance. Our
current level of interest rate spread may decline in the future. Any material
reduction in our interest spread could have a material impact on our business
and profitability.
A major
portion of our net income comes from our interest rate spread, which is the
difference between the interest rates paid by us on interest-bearing
liabilities, such as deposits and other borrowings, and the interest rates we
receive on interest-earning assets, such as loans we extend to our clients and
securities held in our investment portfolio. Interest rates are highly sensitive
to many factors beyond our control, such as inflation, recession, global
economic disruptions, and unemployment. Between December 31, 2000 and
December 31, 2003, the federal funds target rate declined by 550 basis
points. Consequently, our quarterly net interest margin decreased by 221 basis
points from the fourth quarter of 2000 to the fourth quarter of 2003. In
addition, legislative changes could affect the manner in which we pay interest
on deposits or other liabilities. Congress has for many years debated repealing
a law that prohibits banks from paying interest rates on checking accounts. If
this law were to be repealed, we would be subject to competitive pressure to pay
interest on our clients’ checking accounts, which would negatively affect our
interest rate spread. Any material decline in our interest rate spread would
have a material adverse effect on our business and profitability.
The
holders of recently issued debentures have rights that are senior to those of
our shareholders.
In
December 2002, the Bank issued $10 million of 2002 Junior Subordinated
Debentures. In December 2003, the Company, then a wholly-owned subsidiary of the
Bank, issued $15,464,000 of 2003 Junior Subordinated Debentures
in connection with a $15,000,000 trust preferred securities issuance by a
statutory trust wholly-owned by the Company. The purpose of these transactions
was to raise additional capital. The 2002 and 2003 Junior Subordinated
Debentures are senior to the shares of our common stock. As a result, the
Company must make payments on the debentures before any dividends can be paid on
our common stock and, in the event of our bankruptcy, dissolution or
liquidation, the holder of the debentures must be paid in full before any
distributions may be made to the holders of our common stock. We have the right
to defer distributions on the 2003 Junior Subordinated Debentures for up to five
years, during which time no dividends may be paid to holders of our common
stock. In the event that the Bank is unable to make capital contributions to the
Company, then the Company may be unable to pay the amounts due to the holder of
the 2003 Junior Subordinated Debentures and, thus, we would be unable to declare
and pay any dividends on our common stock.
Adverse
changes in domestic or global economic conditions, especially in California,
could have a material adverse effect on our business, growth, and
profitability.
If
conditions worsen in the domestic or global economy, especially in California,
our business, growth and profitability are likely to be materially adversely
affected. A substantial number of our clients are geographically concentrated in
California, and adverse economic conditions in California, particularly in the
Los Angeles area, could harm the businesses of a disproportionate number of our
clients. To the extent that our clients’ underlying businesses are harmed, they
are more likely to default on their loans. We can provide no assurance that
conditions in the California economy will not deteriorate in the future and that
such deterioration will not adversely affect us.
Maintaining
or increasing our market share depends on market acceptance and regulatory
approval of new products and services.
Our
success depends, in part, upon our ability to adapt our products and services to
evolving industry standards and consumer demand. There is increasing pressure on
financial services companies to provide products and services at lower prices.
In addition, the widespread adoption of new technologies, including
Internet-based services, could require us to make substantial expenditures to
modify or adapt our existing products or services. A failure to achieve market
acceptance of any new products we introduce, or a failure to introduce products
that the market may demand, could have an adverse effect on our business,
profitability, or growth prospects.
Significant
reliance on loans secured by real estate may increase our vulnerability to
downturns in the California real estate market and other variables impacting the
value of real estate.
A
substantial portion of our assets consist of loans secured by real estate in
California. At December 31, 2004, approximately 84% of our loans were secured by
real estate. Conditions in the California real estate market historically have
influenced the level of our non-performing assets. A real estate recession in
Southern California could adversely affect our results of operations. In
addition, California has experienced, on occasion, significant natural
disasters, including earthquakes, brush fires and, during early 1998, flooding
attributed to the weather phenomenon known as “El Nino”. The availability of
insurance for losses from such catastrophes is limited. The occurrence of one or
more of such catastrophes could impair the value of the collateral for our real
estate secured loans and adversely affect us. In recent years, real estate
prices in Southern California rose precipitously. If real estate prices were to
fall in Southern California, the security for many of our real estate secured
loans could be reduced and we could incur significant losses if borrowers of
real estate secured loans default, and the value of our collateral is
insufficient to cover our losses.
If
we fail to retain our key employees, our growth and profitability could be
adversely affected.
Our
future success depends in large part upon the continuing contributions of our
key management personnel. If we lose the services of one or more key employees
within a short period of time, we could be adversely affected. Our future
success is also dependent upon our continuing ability to attract and retain
highly qualified personnel. Competition for such employees among financial
institutions in California is intense. Our inability to attract and retain
additional key personnel could adversely affect us. We can provide no assurance
that we will be able to retain any of our key officers and employees or attract
and retain qualified personnel in the future. However, we have entered into an
employment agreement with Soo Bong Min, our President and Chief Executive
Officer, which continues until June 1, 2007.
We
may be unable to manage future growth.
We may
encounter problems in managing our future growth. Our total assets have more
than doubled in three years from $490 million at December 31, 2001, to $983
million at December 31, 2003, to $1.27 billion at December 31, 2004.
We currently intend to open additional “de novo” branches and loan production
offices and to investigate opportunities to acquire or combine with other
financial institutions that would complement our existing business, as such
opportunities may arise. No assurance can be provided, however, that we will be
able to identify a suitable acquisition target or consummate any such
acquisition. Further, our ability to manage growth will depend primarily on our
ability to attract and retain qualified personnel, monitor operations, maintain
earnings and control costs. Any failure by us to accomplish these goals could
result in interruptions in our business plans and could also adversely affect
current operations.
Increases
in our allowance for loan losses could
materially adversely affect our earnings.
Like all
financial institutions, we maintain an allowance for loan losses to provide for
loan defaults and non-performance. Our allowance for loan losses is based on
prior experience, as well as an evaluation of the risks in the current
portfolio.
However, actual loan losses could increase significantly as the result of
changes in economic, operating and other conditions, including changes in
interest rates, which are generally beyond our control. Thus, such losses could
exceed our current allowance estimates. Although we
believe
that our allowance for loan losses is at a level adequate to absorb any inherent
losses in our loan portfolio, we
cannot assure you that we will not further increase the allowance for loan
losses or that regulators will not require us to increase this allowance. Either
of these occurrences could materially adversely affect our
earnings.
In
addition, the FDIC and the California Department of Financial Institutions, as
an integral part of their respective supervisory functions, periodically review
our allowance for loan losses. Such regulatory agencies may require us to
increase our provision for loan losses or to recognize further loan charge-offs,
based upon judgments different from those of management. Any increase in our
allowance required by the FDIC or the DFI could adversely affect us.
We
could be liable for breaches of security in our online banking services. Fear of
security breaches could limit the growth of our online services.
We offer
various Internet-based services to our clients, including online banking
services. The secure transmission of confidential information over the Internet
is essential to maintain our clients’ confidence in our online services.
Advances in computer capabilities, new discoveries or other developments could
result in a compromise or breach of the technology we use to protect client
transaction data. Although we have developed systems and processes that are
designed to prevent security breaches and periodically test our security,
failure to mitigate breaches of security could adversely affect our ability to
offer and grow our online services and could harm our business.
People
generally are concerned with security and privacy on the Internet and any
publicized security problems could inhibit the growth of the Internet as a means
of conducting commercial transactions. Our ability to provide financial services
over the Internet would be severely impeded if clients became unwilling to
transmit confidential information online. As a result, our operations and
financial condition could be adversely affected.
Our
directors and executive officers beneficially own a significant portion of our
outstanding common stock.
As of
February 28, 2005, our directors and executive officers together with their
affiliates, beneficially owned approximately 46% of our outstanding voting
common stock (not including vested option shares). As a result, such
shareholders would most likely control the outcome of corporate actions
requiring shareholder approval, including the election of directors and the
approval of significant corporate transactions, such as a merger or sale of
all
or substantially all of our assets. We can provide no assurance that the
investment objectives of such shareholders will be the same as our other
shareholders.
The
market for our common stock is limited, and potentially subject to volatile
changes in price.
The
market price of the common stock may be subject to significant fluctuation in
response to numerous factors, including variations in our annual or quarterly
financial results or those of our competitors, changes by financial research
analysts in their evaluation of our financial results or those of our
competitors, or our failure or that of our competitors to meet such estimates,
conditions in the economy in general or the banking industry in particular, or
unfavorable publicity affecting us or the banking industry. In addition, the
equity markets have, on occasion, experienced significant price and volume
fluctuations that have affected the market prices for many companies’ securities
and have been unrelated to the operating performance of those companies. In
addition, the sale by any of our large shareholders of a significant portion of
that shareholder’s holdings could have a material adverse effect on the market
price of our common stock. Further, the registration of any significant amount
of additional shares of our common stock will have the immediate effect of
increasing the public float of our common stock and any such increase may cause
the market price of our common stock to decline or fluctuate significantly. Any
such fluctuations may adversely affect the prevailing market price of the common
stock.
Additional
shares of our Common Stock issued in the future could have a dilutive effect.
Shares of
our common stock eligible for future issuance and sale could have a dilutive
effect on the market for our stock. Our Articles of Incorporation authorize the
issuance of 80,000,000 shares of common stock. As of February 28, 2005, there
were approximately 28,477,624 shares of our common stock issued and outstanding,
plus an additional 882,720 shares of our authorized common stock available for
the future grant of options and an additional 941,167 shares of common stock
reserved for issuance to the holders of stock options previously granted and
still outstanding under the Wilshire State Bank 1997 Stock Option Plan. Thus,
approximately 49,698,489 shares of our common stock remains authorized (not
reserved for stock options or available for future issuance and sale) at the
discretion of our Board of Directors.
Shares
of our preferred stock issued in the future could have dilutive and other
effects.
Shares of
our preferred stock eligible for future issuance and sale could have a dilutive
effect on the market for the shares of our common stock. In addition to
80,000,000 shares of common stock, the Articles of Incorporation of the Company
authorize the issuance of 5,000,000 shares of preferred stock. Although our
Board of Directors has no present intent to authorize the issuance of shares of
preferred stock, such shares could be authorized in the future. If such shares
of preferred stock are made convertible into shares of common stock, there could
be a dilutive effect on the shares of common stock then outstanding.
In
addition, shares of preferred stock may be provided a preference over holders of
common stock upon liquidation of the Company or with respect to the payment of
dividends, in respect of voting rights or in the redemption of the capital stock
of the Company. The rights, preferences, privileges and restrictions applicable
to any series of preferred stock would be determined by resolution of the Board
of Directors of the Company.
We
face substantial competition in our primary market area.
We
conduct our banking operations primarily in Southern California. Increased
competition in our market may result in reduced loans and deposits. Ultimately,
we may not be able to compete successfully against current and future
competitors. Many competitors offer the same banking services that we offer in
our service area. These competitors include national banks, regional banks and
other community banks. We also face competition from many other types of
financial institutions, including without limitation, savings and loan
institutions, finance companies, brokerage firms, insurance companies, credit
unions, mortgage banks and other financial intermediaries. In particular, our
competitors include several major financial companies whose greater resources
may afford them a marketplace advantage by enabling them to maintain numerous
banking locations and mount extensive promotional and advertising campaigns.
Additionally, banks and other financial institutions with larger capitalization
and financial intermediaries not subject to bank regulatory restrictions have
larger lending limits and are thereby able to serve the credit needs of larger
customers. Areas of competition include interest rates for loans and deposits,
efforts to obtain
deposits, and range and quality of products and services provided, including new
technology-driven products and services. Technological innovation continues to
contribute to greater competition in domestic and international financial
services markets as technological advances enable more companies to provide
financial services. We also face competition from out-of-state financial
intermediaries that have opened low-end production offices or that solicit
deposits in our market areas. If we are unable to attract and retain banking
customers, we may be unable to continue our loan growth and level of deposits
and our results of operations and financial condition may otherwise be adversely
affected.
The
profitability of Wilshire Bancorp will be dependent on the profitability of the
Bank.
The
Company was recently incorporated, on December 9, 2003, for the purpose of
facilitating the issuance of trust preferred securities for the Bank and
becoming the Bank's holding company. Therefore, the Company has limited
operating history, and since its principal activity for the foreseeable future
will be to act as the holding company of the Bank, the profitability of the
Company will be dependent on the profitability of the Bank. The Bank operates in
an extremely competitive banking environment, competing with a number of banks
and other financial institutions which possess greater financial resources than
those available to the Bank, in addition to other
independent banks. In addition, the banking business is affected by general
economic and political conditions, both domestic and international, and by
government monetary and fiscal policies. Conditions such as inflation,
recession, unemployment, high interest rates, short money supply, scarce natural
resources, international terrorism and other disorders as well as other factors
beyond the control of the Bank may adversely affect its profitability. Banks are
also subject to extensive governmental supervision, regulation and control, and
future legislation and government policy could adversely affect the banking
industry and the operations of the Bank.
The
Company relies heavily on the payment of dividends from the Bank.
The
ability of the Company to meet its debt service requirements and to pay
dividends depends on the ability of the Bank to pay dividends to the Company on
the Bank common stock, as the Company has no other source of significant income.
However, the Bank is subject to regulations limiting the amount of dividends the
Bank may pay to the Company. For example, the payment of dividends by the Bank
is affected by the requirement to maintain adequate capital pursuant to the
capital adequacy guidelines issued by the FDIC. All banks and bank holding
companies are required to maintain a minimum ratio of qualifying total capital
to total risk-weighted assets of 8.0%, at least one-half of which must be in the
form of Tier 1 capital, and a ratio of Tier 1 capital to average adjusted assets
of 4.0%. If (1) the FDIC increases any of these required ratios;
(2) the total of risk-weighted assets of the Bank increases significantly;
and/or (3) the Bank's income decreases significantly, the Bank's Board of
Directors may decide or be required to retain a greater portion of the Bank's
earnings to achieve and maintain the required capital or asset ratios. This will
reduce the amount of funds available for the payment of dividends by the Bank to
the Company. Further, in some cases, the FDIC could take the position that it
has the power to prohibit the Bank from paying dividends if, in its view, such
payments would constitute unsafe or unsound banking practices. In addition,
whether dividends are paid and their frequency and amount will depend on the
financial condition and performance, and the discretion of management of the
Bank. The foregoing restrictions on dividends paid by the Bank may limit the
Company's ability to obtain funds from such dividends for its cash needs,
including funds for payment of its debt service requirements and operating
expenses and for payment of cash dividends to Company shareholders. The amount
of dividends the Bank could pay to the Company as of December 31, 2004
without prior regulatory approval, which is limited by statute to the sum of
undivided profits for the current year plus net profits for the preceding two
years, was $40.9 million.
Anti-takeover
provisions of the charter documents of the Company may have the effect of
delaying or preventing changes in control or management.
Certain
provisions in the Articles of Incorporation and Bylaws of the Company could
discourage unsolicited takeover proposals not approved by the board of directors
in which shareholders could receive a premium for their shares, thereby
potentially limiting the opportunity for our shareholders to dispose of their
shares at the higher price generally available in takeover attempts or that may
be available under a merger proposal or may have the effect of permitting our
current management, including the current Board of Directors, to retain its
position, and place it in a better
position to resist changes that shareholders may wish to make if they are
dissatisfied with the conduct of our business. The anti-takeover measures
included in the Company Articles of Incorporation and Bylaws, include, without
limitation, the following:
· |
the
elimination of cumulative voting, |
· |
the
adoption of a classified board of directors,
|
· |
super-majority
shareholder voting requirements to modify certain provisions of the
Articles of Incorporation and Bylaws, and |
· |
restrictions
on certain "business combinations" with third parties who may acquire
securities of the Company outside of an action taken by the Company.
|
We
are subject to significant government regulation and legislation that increases
the cost of doing business and inhibits our ability to
compete.
We are
subject to extensive state and federal regulation, supervision and legislation,
all of which is subject to material change from time to time. These laws and
regulations increase the cost of doing business and have an adverse impact on
our ability to compete efficiently with other financial service providers that
are not similarly regulated. Changes in regulatory policies or procedures could
result in management’s determining that a higher provision for loan losses would
be necessary and could cause higher loan charge-offs, thus adversely affecting
our net earnings. There can be no assurance that future regulation or
legislation will not impose additional requirements and restrictions on us in a
manner that could adversely affect our results of operations, cash flows,
financial condition and prospects.
We
could be negatively impacted by downturns in the South Korean
economy.
Many of
our customers are locally based Korean-Americans who also conduct business in
South Korea. Although we conduct most of our business with locally-based
customers and rely on domestically located assets to collateralize our loans and
credit arrangements, we have historically had some exposure to the economy of
South Korea in connection with certain of our loans and credit transactions with
Korean banks. Such exposure has consisted of (i) discounts of acceptances
created by banks in South Korea, (ii) advances made against clean documents
presented under sight letters of credit issued by banks in South Korea,
(iii) advances made against clean documents held for later presentation
under letters of credit issued by banks in South Korea and, (iv) extensions
of credit to borrowers in the U.S. secured by letters of credit issued by banks
in South Korea. We generally enter into any such loan or credit arrangements, in
excess of $200,000 and of longer than 120 days, only with the largest of the
Korean banks and spreads other lesser or shorter term loan or credit
arrangements among a variety of medium-sized Korean banks.
Due to
the economic crisis in South Korea in the mid-1990's, management has continued
to closely monitor our exposure to the Korean economy and the activities of
Korean banks with which we conduct business. To date, we have not experienced
any significant losses attributable to our exposure to South Korea.
Nevertheless, there can be no assurance that our efforts to minimize exposure to
downturns in the Korean economy will be successful in the future, and another
significant downturn in the Korean economy could result in significant credit
losses for us.
In
addition, because our customer base is largely Korean-American, our deposit base
could significantly decrease as a result of a deterioration of the Korean
economy. For example, some of our customers' businesses may rely on funds from
South Korea. Further, our customers may temporarily withdraw deposits in order
to transfer funds and benefit from gains on foreign exchange and interest rates,
and/or to help their relatives in South Korea during downturns in the Korean
economy. A significant decrease in our deposits could also have a material
adverse effect on our financial condition and results of
operations.
Item
2. Properties
Our
primary banking facilities (corporate headquarters and various lending offices)
are located at 3200 Wilshire Boulevard, Los Angeles, California (the “Main
Office”) and consist of approximately 26,351 square feet on the fifth, seventh
and fourteenth floors of the Main Office. We recently expanded the spaces and
extended the terms of leases for these premises to March 31, 2015 with our
option to extend for two consecutive five-year periods. The new combined monthly
rents will be $30,728 for 29,265 square feet starting April 2005.
We have
13 full-service branch banking offices in Southern California and one branch
office in Dallas, Texas. In addition, in the first half of 2005, two more
branches are planned to open in California and the Dallas branch will move into
the new location to provide full banking services. These offices are all leased,
except for the branch locations in Huntington Park and Garden Grove and the new
Dallas branch location which we own. We also lease five separate loan production
offices in Seattle, Washington; San Antonio, Texas; the San Jose, California
area (Milpitas, California); Oklahoma City, Oklahoma; and Las Vegas, Nevada.
Each of our branch offices is listed in the table below:
Property |
|
Ownership
Status |
|
Square
Feet |
|
Purchase
Price |
|
Monthly
Rent |
|
Use |
|
Lease
Expiration |
Wilshire
Office
3200
Wilshire Blvd.
Suite
103
Los
Angeles, California |
|
leased |
|
7,426 |
|
n/a |
|
$
9,654 |
|
Branch
office |
|
Just
extended to March 2015
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rowland
Heights Office
19765
E. Colima Road
Rowland
Heights, California |
|
leased |
|
2,860 |
|
n/a |
|
$
7,588 |
|
Branch
office |
|
May
2006
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Western
Office
841
South Western Avenue
Los
Angeles, California |
|
leased |
|
4,950 |
|
n/a |
|
$
15,944 |
|
Branch
office |
|
June
2005
[w/right
to extend for one
5-year
periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Valley
Office
8401
Reseda Boulevard
Northridge,
California |
|
leased |
|
7,350 |
|
n/a |
|
$
4,328 |
|
Branch
office |
|
October
2007
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Downtown
Office
1122
South Maple Avenue
Suites
203,204, and 205
Los
Angeles, California |
|
leased |
|
2,700 |
|
n/a |
|
$
6,357 |
|
Branch
office |
|
April
2010
[w/right
to extend for one 5-year period] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cerritos
Office
17500
Carmenita Road
Cerritos,
California |
|
leased |
|
10,102 |
|
n/a |
|
$
6,974 |
|
Branch
office |
|
January
2010
[w/right
to extend for one
5-year
periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gardena
Office
15435
South Western Ave.
Suite
100
Gardena,
California |
|
leased |
|
4,150 |
|
n/a |
|
$
9,191 |
|
Branch
office |
|
November
2005
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Westminster
Office
10131
Westminster Avenue
Garden
Grove, California |
|
leased |
|
1,820 |
|
n/a |
|
$
2,575 |
|
Branch
office |
|
March
2007
[w/right
to extend for 4 ½ years] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Irvine
Office
14451
Red Hill Avenue
Tustin,
California |
|
leased |
|
1,200 |
|
n/a |
|
$
5,000 |
|
Branch
office |
|
June
2008
[w/right
to extend for one
5-year
periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Wilshire
Office
3834
Wilshire Boulevard
Los
Angeles, California |
|
leased |
|
3,382 |
|
n/a |
|
$
8,455 |
|
Branch
office |
|
December
2007
[w/right
to extend for one
5-year
periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fashion
Town Office
1300
S. San Pedro Street
Los
Angeles, California |
|
leased |
|
3,208 |
|
n/a |
|
$
6,608 |
|
Branch
office |
|
December
2009
[w/right
to extend for two
consecutive
5-year periods] |
Property |
|
Ownership
Status |
|
Square
Feet |
|
Purchase
Price |
|
Monthly
Rent |
|
Use |
|
Lease
Expiration |
Fullerton
Office
5254
Beach Blvd.
Buena
Park, California |
|
leased |
|
1,440 |
|
n/a |
|
$
2,880 |
|
Branch
office |
|
July
2009
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington
Park
6350
Pacific Boulevard
Huntington
Park, California |
|
purchased
in
2000 |
|
|
|
$
710,000 |
|
n/a |
|
Branch
office |
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
Torrance
Office
2424
Sepulveda Blvd.
Torrance,
California |
|
leased |
|
1,550 |
|
n/a |
|
$
4,077 |
|
Branch
office
In
preparation |
|
January
2010
[w/right
to extend for two
consecutive
5-year periods] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Garden
Grove Office
9672
Garden Grove Blvd.
Garden
Grove, California |
|
purchased
in
2005 |
|
|
|
$
1,535,500 |
|
n/a |
|
Branch
office
In
preparation |
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dallas
Office
2237
Royal Lane
Dallas,
Texas |
|
purchased
in
2003 |
|
|
|
$
1,325,000 |
|
n/a |
|
Branch
office
In
preparation |
|
n/a |
Management
has determined that all of our premises are adequate for our present and
anticipated level of business.
Item
3. Legal
Proceedings
From time
to time, we are a party to claims and legal proceedings arising in the ordinary
course of business. Our management evaluates our exposure to these claims and
proceedings individually and in the aggregate and provides for potential losses
on such litigation if the amount of the loss is estimable and the loss is
probable.
We
believe that there are no material litigation matters at the current time.
Although the results of such litigation matters and claims cannot be predicted
with certainty, we believe that the final outcome of such claims and proceedings
will not have a material adverse impact on our financial position, liquidity, or
results of operations.
Item
4. Submission of Matters to a Vote of Security
Holders
No
matters were submitted to our shareholders, through the solicitation of proxies
or otherwise, during the fourth quarter of the year ended December 31,
2004.
PART
II
Item
5. Market for Registrant's Common Equity and
Related Stockholder Matters
Trading
History
The
Company succeeded
to the business and operations of Wilshire State
Bank upon
consummation of the reorganization of the Bank into a holding company structure,
effective as of August 25, 2004. As a
result of the reorganization, shareholders of the Bank are now shareholders of
the Company and the Bank is a direct subsidiary of the Company. Prior to the
reorganization, the Bank was listed for trading on the Nasdaq National Market
under the symbol “WSBK.” The Company’s, and not the Bank’s, common stock is now
listed for trading on the Nasdaq National Market. The Company’s common stock is
listed under the symbol “WIBC”. However, trading in our common stock has not
been extensive and such trades cannot be characterized as constituting an active
trading market.
The information in the following table sets forth,
for the quarters indicated, the high and low closing sale price for the common
stock as reported on the Nasdaq National Market System:
|
|
Closing
Sale Price 1 |
|
|
|
High |
|
Low |
|
Year
Ended December
31, 2004 |
|
|
|
|
|
First
Quarter |
|
$ |
14.56 |
|
$ |
8.63 |
|
Second
Quarter |
|
$ |
14.25 |
|
$ |
10.98 |
|
Third
Quarter |
|
$ |
17.00 |
|
$ |
11.87 |
|
Fourth
Quarter |
|
$ |
17.35 |
|
$ |
13.54 |
|
Year
Ended December
31, 2003 |
|
|
|
|
|
|
|
First
Quarter |
|
$ |
3.65 |
|
$ |
2.73 |
|
Second
Quarter |
|
$ |
4.31 |
|
$ |
3.54 |
|
Third
Quarter |
|
$ |
5.88 |
|
$ |
3.86 |
|
Fourth
Quarter |
|
$ |
9.71 |
|
$ |
5.89 |
|
On
February 28, 2005, the closing sales price for the Common Stock was $13.70, as
reported on the Nasdaq National Market System. As of February 28, 2005, there
were approximately 190 shareholders of record of the common stock (not including
the number of persons or entities holding stock in nominee or street name
through various brokerage firms) and 28,477,624 outstanding shares of common
stock.
Dividends
As a
California corporation, the Company is restricted under the CGCL from paying
dividends under certain conditions. The shareholders of the Company are entitled
to receive dividends when and as declared by its board of directors, out of
funds legally available for the payment of dividends, as provided in the CGCL.
The CGCL provides that a corporation may make a distribution to its shareholders
if retained earnings immediately prior to the dividend payout at least equal the
amount of proposed distribution. In the event that sufficient retained earnings
are not available for the proposed distribution, a corporation may,
nevertheless, make a distribution, if it meets both the “quantitative solvency”
and the “liquidity” tests. In general, the quantitative solvency test requires
that the sum of the assets of the corporation equal at least 1¼ times its
liabilities. The liquidity test generally requires that a corporation have
current assets at least equal to current liabilities, or, if the average of the
earnings of the corporation before taxes on income and before interest expenses
for the two preceding fiscal years was less than the average of the interest
expense of the corporation for such fiscal years, then current assets must equal
to at least 1¼ times current liabilities. In certain circumstances, the Company
may be required to obtain the prior approval of the Federal Reserve Board to
make capital distributions to its shareholders.
It has
been our practice to retain earnings for the purpose of increasing capital to
support growth. Accordingly, until recently, we had paid no cash dividends.
However, we recently declared a cash dividend for our shareholders of record as
of March 31, 2005, payable on April 14, 2005. While we may pay cash dividends in
the future, dividends are subject to the discretion of our Board of Directors
and will depend on a number of factors, including future earnings, financial
condition, cash needs and general business conditions. Any dividend must also
comply with applicable bank regulations.
Our
ability to pay cash dividends in the future will depend in large part on the
ability of Wilshire State Bank to pay dividends on its capital stock to us. The
ability of the Bank to pay dividends on its common stock is restricted by the
California Financial Code, the FDIA and FDIC regulations. In general terms,
California law provides that the
Bank may
declare a cash dividend out of net profits up to the lesser of retained earnings
or net income for the last three fiscal years (less any distributions made to
shareholders during such period), or, with the prior written approval of the
Commissioner of Department of Financial Institutions, in an amount not exceeding
the greatest of:
1 Figures
in the table have been retroactively adjusted to reflect a 10% stock dividend
issued in May 2003 and two two-for-one stock splits (effected in the form of a
100 % stock dividend) issued in December 2003 and 2004,
respectively.
· |
net
income for the prior fiscal year, or |
· |
net
income for the current fiscal year. |
The
Bank’s ability
to pay any cash dividends will depend not only upon our earnings during a
specified period, but also on our meeting certain capital
requirements.
The FDIA and
FDIC regulations restrict the payment of dividends when a bank is
undercapitalized, when a bank has failed to pay insurance assessments, or when
there are safety and soundness concerns regarding a bank. The payment of
dividends by the Bank may also be affected by other regulatory requirements and
policies, such as maintenance of adequate capital. If, in the opinion of the
regulatory authority, a depository institution under its jurisdiction is engaged
in, or is about to engage in, an unsafe or unsound practice (that, depending on
the financial condition of the depository institution, could include the payment
of dividends), such authority may require, after notice and hearing, that such
depository institution cease and desist from such practice.
The
following table shows stock dividends and stock splits declared for the three
years ended December 31, 2004:
Declaration
Date |
|
Payable
Date |
|
Record
Date |
|
Type |
July
19, 2002 |
|
August
15, 2002 |
|
July
31, 2002 |
|
Two-for-one
stock split |
April
10, 2003 |
|
May
15, 2003 |
|
April
30, 2003 |
|
10%
stock dividend |
November
20, 2003 |
|
December
17, 2003 |
|
November
30, 2003 |
|
Two-for-one
stock split |
November
22, 2004 |
|
December
14, 2004 |
|
December
3, 2004 |
|
Two-for-one
stock split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information
concerning securities authorized for issuance under the our equity compensation
plans appears in Part III, Item 12 under the caption “Equity
Compensation Plan Information” which is incorporated herein by
reference.
Equity
Compensation Plan Information
The
following table provides information, as of February 28, 2005, with respect to
options outstanding and available under the Company’s 1997 Stock Option Plan,
which is our only equity compensation plan other than an employee benefit plan
meeting the qualification requirements of Section 401(a) of the Internal Revenue
Code:
Plan
Category |
Number
of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights 1 |
Weighted-Average
Exercise Price of Outstanding Options, Warrants
and Rights 1 |
Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (excluding securities reflected in Column A
1 |
|
|
|
|
Equity
compensation plans approved
by
security holders |
941,167 |
$4.05 |
882,720 |
Item
6. Selected Financial Data
The
following table presents selected historical financial information as of and for
each of the years in the five years ended December 31, 2004. The selected
historical financial information is derived from the Company’s audited financial
statements and should be read in conjunction with the financial statements of
the Company and subsidiaries and the notes thereto which appear elsewhere in
this Annual Report and “Management’s Discussion and Analysis of Financial
Condition and Results of Operation” in Item 7 below.
|
|
As
of and For the Years Ended December 31, |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
|
(Dollars
in Thousands) |
|
Summary
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income |
|
$ |
59,798 |
|
|
$ |
40,926 |
|
|
$ |
32,785 |
|
|
$ |
32,770 |
|
|
$ |
32,057 |
|
Interest
expense |
|
|
17,463
|
|
|
|
11,944
|
|
|
|
9,008
|
|
|
|
13,144
|
|
|
|
12,079
|
|
Net
interest income before provision for loan losses |
|
|
42,335
|
|
|
|
28,982
|
|
|
|
23,777
|
|
|
|
19,626
|
|
|
|
19,978
|
|
Provision
for losses on loans and loan commitments |
|
|
3,567
|
|
|
|
2,783
|
|
|
|
3,240
|
|
|
|
3,935
|
|
|
|
3,010
|
|
Noninterest
income |
|
|
20,997
|
|
|
|
17,099
|
|
|
|
11,375
|
|
|
|
9,167
|
|
|
|
6,792
|
|
Noninterest
expenses |
|
|
27,283
|
|
|
|
21,986
|
|
|
|
17,588
|
|
|
|
15,461
|
|
|
|
14,938
|
|
Income
before income taxes |
|
|
32,482
|
|
|
|
21,312
|
|
|
|
14,324
|
|
|
|
9,397
|
|
|
|
8,823
|
|
Income
tax provision |
|
|
13,024
|
|
|
|
8,495
|
|
|
|
5,731
|
|
|
|
3,215
|
|
|
|
3,653
|
|
Net
income |
|
|
19,458
|
|
|
|
12,817
|
|
|
|
8,593
|
|
|
|
6,182
|
|
|
|
5,169
|
|
Per
Share Data:1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.70 |
|
|
$ |
0.50 |
|
|
$ |
0.34 |
|
|
$ |
0.25 |
|
|
$ |
0.22 |
|
Diluted |
|
$ |
0.68 |
|
|
$ |
0.44 |
|
|
$ |
0.32 |
|
|
$ |
0.23 |
|
|
$ |
0.20 |
|
Book
value |
|
$ |
3.14 |
|
|
$ |
2.27 |
|
|
$ |
1.78 |
|
|
$ |
1.45 |
|
|
$ |
1.21 |
|
Weighted
average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
27,623,766
|
|
|
|
25,781,222
|
|
|
|
25,319,514
|
|
|
|
24,727,896 |
|
|
|
23,988,862 |
|
Diluted |
|
|
28,515,881
|
|
|
|
28,973,208
|
|
|
|
27,058,850
|
|
|
|
27,086,704 |
|
|
|
25,742,198 |
|
Period
end shares outstanding |
|
|
28,142,470
|
|
|
|
25,902,728
|
|
|
|
25,594,615
|
|
|
|
25,078,072 |
|
|
|
24,083,320 |
|
Summary
Statement of Financial Condition Data (Period End):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
loans, net of unearned income |
|
$ |
1,020,723 |
|
|
$ |
757,006 |
|
|
$ |
524,541 |
|
|
$ |
371,536 |
|
|
$ |
272,268 |
|
Allowance
for loan losses |
|
|
11,111
|
|
|
|
9,011
|
|
|
|
6,343
|
|
|
|
5,559
|
|
|
|
4,968
|
|
Other
real estate owned |
|
|
— |
|
|
|
377
|
|
|
|
— |
|
|
|
26
|
|
|
|
41
|
|
Total
assets |
|
|
1,265,641
|
|
|
|
983,264
|
|
|
|
692,810
|
|
|
|
490,014
|
|
|
|
423,985
|
|
Total
deposits |
|
|
1,098,973
|
|
|
|
856,516
|
|
|
|
618,855
|
|
|
|
448,607
|
|
|
|
388,162
|
|
Federal
Home Loan Bank Advances |
|
|
41,000 |
|
|
|
29,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
Junior
Subordinated Debentures |
|
|
25,464 |
|
|
|
25,464 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity |
|
|
88,307
|
|
|
|
58,741
|
|
|
|
45,392
|
|
|
|
36,192
|
|
|
|
29,134
|
|
Performance
ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
on average equity2 |
|
|
25.42 |
% |
|
|
24.56 |
% |
|
|
20.97 |
% |
|
|
18.77 |
% |
|
|
19.57 |
% |
Return
on average assets3 |
|
|
1.70 |
% |
|
|
1.58 |
% |
|
|
1.49 |
% |
|
|
1.37 |
% |
|
|
1.45 |
% |
Average
equity over average assets |
|
|
6.71 |
% |
|
|
6.43 |
% |
|
|
7.10 |
% |
|
|
7.28 |
% |
|
|
7.43 |
% |
Net
interest margin4 |
|
|
4.05 |
% |
|
|
3.89 |
% |
|
|
4.48 |
% |
|
|
4.75 |
% |
|
|
6.20 |
% |
Efficiency
ratio5 |
|
|
43.08 |
% |
|
|
47.71 |
% |
|
|
50.03 |
% |
|
|
53.70 |
% |
|
|
55.80 |
% |
Net
loans to total deposits at period end |
|
|
91.87 |
% |
|
|
87.33 |
% |
|
|
83.73 |
% |
|
|
81.58 |
% |
|
|
68.86 |
% |
Dividend
payout ratio |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Capital
ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
stockholders’ equity to average total assets |
|
|
6.69 |
% |
|
|
6.43 |
% |
|
|
7.09 |
% |
|
|
7.28 |
% |
|
|
7.43 |
% |
Tier
1 capital to adjusted total assets |
|
|
8.35 |
% |
|
|
6.36 |
% |
|
|
7.00 |
% |
|
|
7.70 |
% |
|
|
7.22 |
% |
Tier
1 capital to total risk-weighted assets |
|
|
9.87 |
% |
|
|
7.29 |
% |
|
|
8.40 |
% |
|
|
9.25 |
% |
|
|
9.89 |
% |
Total
capital to total risk-weighted assets |
|
|
11.95 |
% |
|
|
11.60 |
% |
|
|
11.45 |
% |
|
|
10.50 |
% |
|
|
11.15 |
% |
Asset
quality ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming
loans to total loans6. |
|
|
0.26 |
% |
|
|
0.50 |
% |
|
|
0.66 |
% |
|
|
0.96 |
% |
|
|
0.90 |
% |
Nonperforming
assets to total loans and other real estate
owned7 |
|
|
0.26 |
% |
|
|
0.54 |
% |
|
|
0.66 |
% |
|
|
0.96 |
% |
|
|
0.92 |
% |
Net
charge-offs (recoveries) to average total loans |
|
|
0.10 |
% |
|
|
0.02 |
% |
|
|
0.54 |
% |
|
|
1.06 |
% |
|
|
0.60 |
% |
Allowance
for loan losses to total loans at period end |
|
|
1.09 |
% |
|
|
1.19 |
% |
|
|
1.21 |
% |
|
|
1.50 |
% |
|
|
1.82 |
% |
Allowance
for loan losses to nonperforming loans |
|
|
411.63 |
% |
|
|
240.45 |
% |
|
|
182.96 |
% |
|
|
156.28 |
% |
|
|
202.20 |
% |
1 As
adjusted to reflect a 10% stock dividend issued in May 2003 and two two-for-one
stock splits effected in the form of a 100 % stock dividend, issued in December
2003 and 2004, respectively. (See “MARKET INFORMATION AND DIVIDEND POLICY”
herein.)
2 Net
income divided by average shareholders’ equity.
3 Net
income divided by average total assets.
4 Represents
net interest income as a percentage of average interest-earning assets.
5 Represents
the ratio of noninterest expense to the sum of net interest income before
provision for loan losses and total noninterest income
6 Nonperforming
loans consist of nonaccrual loans, loans past due 90 days or more and
restructured loans.
7 Nonperforming
assets consist of nonperforming loans (see footnote no. 6 above) and other real
estate owned.
Item
7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
This
discussion presents management’s analysis of our results of operations and
financial condition as of and for each of the years in the three-year period
ended December 31, 2004, 2003 and 2002, respectively, and includes the
statistical disclosures required by Securities and Exchange Commission Guide 3
(“Statistical Disclosure by Bank Holding Companies”). All per share amounts and
number of shares outstanding in this item have been retroactively adjusted and
restated to give effect to a 10% stock dividend issued in May 2003 and the
two-for-one stock splits (effected in the form of a 100 % stock dividend) in
December 2003 and 2004, respectively. The discussion should be read in
conjunction with our financial statements and the notes related thereto which
appear elsewhere in this Report.
Statements
contained in this report that are not purely historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, including our expectations, intentions, beliefs, or strategies
regarding the future. Any
statements in this document about expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and are
forward-looking statements. These statements are often, but not always, made
through the use of words or phrases such as "may," "should," "could," "predict,"
"potential," "believe," "will likely result," "expect," "will continue,"
"anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and
"outlook," and similar expressions. Accordingly, these statements involve
estimates, assumptions and uncertainties, which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed throughout
this document. All
forward-looking statements concerning economic conditions, rates of growth,
rates of income or values as may be included in this document are based on
information available to us on the dates noted, and we assume no obligation to
update any such forward-looking statements. It is important to note that our
actual results may differ materially from those in such forward-looking
statements due to fluctuations in interest rates, inflation, government
regulations, economic conditions, customer disintermediation and competitive
product and pricing pressures in the geographic and business areas in which we
conduct operations, including our plans, objectives, expectations and intentions
and other factors discussed under the section entitled "Risk Factors," in this
Report
The risk
factors referred to in this Report could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements made by
us, and you should not place undue reliance on any such forward-looking
statements. Any forward-looking statement speaks only as of the date on which it
is made and we do not undertake any obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to
predict which will arise. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
Executive
Overview
Introduction
Wilshire
Bancorp, Inc. (the “Company,” “we,” “us,” or “our,” hereafter) succeeded to the
business and operations of Wilshire State Bank (the “Bank”) upon consummation of
the reorganization of the Bank into a holding company structure, effective as of
August 25, 2004. Prior to the completion of the reorganization, the Bank was
subject to the information, reporting and proxy statement requirements of the
Exchange Act, pursuant to the regulations of its primary regulator, the Federal
Deposit Insurance Corporation, or FDIC. Accordingly, the Bank filed annual and
quarterly reports, proxy statements and other information with the FDIC.
Pursuant to Rule 12g-3 of the Exchange Act, the Company has succeeded to the
reporting obligations of the Bank and the reporting obligations of the Bank to
the FDIC have terminated. Filings by the Company under the Exchange Act, like
this Form 10-K, are to be made with the SEC. Note that while we refer generally
to the “Company” throughout this filing, all references to the Company prior to
August 26, 2004, except where otherwise indicated, are to the Bank.
We
operate community banks in the general commercial banking business, with our
primary market encompassing the multi-ethnic population of the Los Angeles
Metropolitan area. Our full-service offices are located primarily
in areas where a majority of the businesses are owned by Korean-speaking
immigrants, with many of the remaining businesses owned by Hispanic and other
minority groups.
At
December 31, 2004, we had approximately $1.27 billion in assets, $1.02 billion
in total loans, and $1.10 billion in deposits.
We also
have expanded and diversified our business growth by focusing on the continued
development of our commercial and consumer lending divisions. Over the past
several years, our network of branches and loan production offices has been
expanded geographically. We currently maintain fourteen branch offices and five
loan production offices. In 2004 we converted the loan production office in
Dallas, Texas into a branch office. We also opened two branch offices in
downtown Los Angeles and the City of Buena Park, California, and three loan
production offices in Oklahoma City, Oklahoma; Las Vegas, Nevada; and San
Antonio, Texas. Our expansion in these areas complements our multi-ethnic small
business focus. We intend to continue our growth strategy in future years
through the opening of additional branches and loan production offices as our
needs and resources permit.
In 2002
and 2003, we raised an aggregate of $25.5 million through the issuance of
subordinated debentures. We believe that the supplemental capital raised in
connection with the issuance of these debentures allowed us to achieve and
maintain status as a well-capitalized institution and sustained our continued
loan growth.
As
evidenced by our past several years of operations, we have experienced
significant balance sheet growth. We have implemented a strategy of building our
core banking foundation by focusing on commercial loans and business transaction
accounts. Our management believes that this strategy has created recurring
revenue streams, diversified our product portfolio and enhanced shareholder
value.
2004
Key Performance Indicators
We
believe the following were key indicators of our performance for operations
during 2004:
· |
our
total assets grew to $1.27 billion at the end of 2004, or an increase of
28.7% from $983.26 million at the end of
2003. |
· |
our
total deposits grew to $1.10 billion at the end of 2004, or an increase of
28.3% from $856.52 million at the end of
2003. |
· |
our
total loans grew to $1.02 billion at the end of 2004, or an increase of
35% from $757 million at the end of 2003. |
· |
our
ratio of total non-performing loans to total loans improved to 0.26% in
2004 from 0.50% in 2003. |
· |
total
noninterest income increased to $21.0 million in 2004, or an increase of
22.8% from $17.1 million in 2003. We primarily attribute this increase to
our efforts to diversify and expand our non-interest revenue
sources. |
· |
total
noninterest expense increased from $22.0 million in 2003 to $27.3 million
in 2004, reflecting the expanded personnel and premises associated with
our business growth. Due to continuing efforts to minimize operating
expenses, noninterest expenses as a percentage of average assets were
lowered to 2.39% in 2004 from 2.71% in 2003. Management believes that its
efforts in cost-cutting and revenue diversification have improved our
operational efficiency, as evidenced by the improvement in our efficiency
ratio (the ratio of noninterest expense to the sum of net interest income
before provision for loan losses and total noninterest income) from 47.71%
in 2003 to 43.08% in 2004. |
These
items, as well as other factors, contributed to the increase in net income for
2004 to $19.5 million from $12.8 million in 2003, or $0.68 per diluted common
share in 2004, as compared to $0.44 per diluted common share in 2003 and are
discussed in further detail throughout “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”
2005
Outlook
As we
look ahead to 2005, we anticipate continued good financial performance. We will
continue to pursue opportunities for growth in our existing markets, as well as
opportunities to expand into new markets through de
novo
branching and regional loan production offices. Further, we expect that our
portfolio of unsecured business loans and consumer loans will continue to grow
as a result of target marketing efforts in these areas.
We intend
to continue our focus on loan and deposit growth and managing our net interest
margin, while attempting to control expenses and credit losses to achieve our
net income and other objectives. We will continue to utilize strategies to
control other operating expenses. We will continue to strive to be more
efficient and focus on controlling the growth of these expenses so that they
grow more slowly than our business.
Although
interest rates decreased in 2003, 2002 and 2001, compressing our interest
margins, we continued to exhibit growth in net interest income. As interest
rates increased in 2004, our yield on earning assets increased. Should interest
rates increase further, our yield on earnings assets will likely increase
further although we cannot be certain as to the extent of such increases, if
any. We can then decide whether to increase the interest rates we pay on
our deposit accounts or change our promotional or other interest rates on
new deposits in certain marketing activation programs to attempt to achieve
a desirable net interest margin. Any increases in the rates we charge on our
accounts could have an adverse effect on our efforts to attract new customers
and grow loans, particularly with the continuing competition in the commercial
and consumer lending industry. The economies and real estate markets in our
primary market areas will continue to be significant determinants of the quality
of our assets in future periods and, thus, our results of operations, liquidity
and financial condition. Current economic indicators suggest that the national
economy and the economies in our primary market areas are improving from the
downturn experienced in recent years.
Finally,
we completed the reorganization into a holding company structure during the
third quarter of 2004. In the reorganization, each of the Bank’s outstanding
shares of common stock were converted into an equal number of shares of common
stock in the Company, which now owns the Bank as its wholly-owned subsidiary.
Management believes that operating within a holding company structure will,
among other things:
· |
allow
us to use the proceeds from the issuance of our junior subordinated
debentures as Tier 1 capital (within regulatory
guidelines). |
· |
provide
greater operating flexibility; |
· |
facilitate
the acquisition of related businesses as opportunities
arise; |
· |
improve
our ability to diversify; |
· |
enhance
our ability to remain competitive in the future with other companies in
the financial services industry that are organized in a holding company
structure; and |
· |
enhance
our ability to raise capital to support
growth. |
For 2005,
management will be focused on the above challenges and opportunities and other
factors affecting the business similar to the factors driving the results of
2004 results, as discussed in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
Critical
Accounting Policies
The
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets and liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities at the date of our financial statements. Actual results may differ
from these estimates under different assumptions or conditions.
Allowance
for Loan Losses
Accounting
for allowance for loan losses involves significant judgment and assumptions by
management and is based on historical data and management’s view of the current
economic environment. At least on a quarterly basis, our management reviews the
methodology and adequacy of allowance for loan losses and reports its assessment
to the Board of Directors for its review and approval.
We base
our allowance for loan losses on an estimation of probable losses inherent in
our loan portfolio. Our methodology for assessing loan loss allowances are
intended to reduce the differences between estimated and actual losses and
involves a detailed analysis of our loan portfolio in three phases:
|
· |
the
specific review of individual loans in accordance with Statement of
Financial Accounting Standards (SFAS) 114, Accounting
by Creditors for Impairment of a Loan, |
|
· |
the
segmenting and reviewing of loan pools with similar characteristics in
accordance with SFAS No. 5, Accounting
for Contingencies,
and |
|
· |
our
judgmental estimate based on various subjective
factors. |
The first
phase of our allowance analysis involves the specific review of individual loans
to identify and measure impairment. We evaluate each loan by use of a
risk-rating system, except for homogeneous loans, such as automobile loans and
home mortgages. Specific risk-rated loans are deemed impaired with respect to
all amounts, including principal and interest, which will likely not be
collected in accordance with the contractual terms of the related loan
agreement. Impairment for commercial and real estate loans is measured either
based on the present value of the loan’s expected future cash flows or, if
collection on the loan is collateral dependent, the estimated fair value of the
collateral, less selling and holding costs.
The
second phase involves segmenting the remainder of the risk-rated loan portfolio
into groups or pools of loans, together with loans with similar characteristics
for evaluation in accordance with SFAS No. 5. We perform loss migration analysis
and calculate the loss migration ratio for each loan pool based on its
historical net losses and benchmark it against the levels of other peer
banks.
In the
third phase, we consider relevant internal and external factors that may affect
the collectibility of a loan portfolio and each group of loan pools. As a
general rule, the factors detailed below will be considered to have no impact
(neutral) to our loss migration analysis. However, if there exists information
to warrant adjustment to the loss migration ratios, the changes will be made in
accordance with the established parameters and supported by narrative and/or
statistical analysis. We use a credit risk matrix to determine the impact to the
loss migration analysis. The credit risk matrix provides seven possible
scenarios for each of the identified factors detailed below. The matrix allows
for three positive/decrease (major, moderate, and minor), three
negative/increase (major, moderate, and minor), and one neutral credit risk
scenario within each factor for each loan pool. These possible scenarios enable
management to adjust the loss migration ratio as much as 50% in either direction
(positive or negative) for each loan pool. These adjustments are applied to the
general allocation for each loan pool if warranted. The factors currently
considered are, but are not limited to:
|
· |
Concentration
of Credits:
Concentrations of credit are loans to any single borrower, affiliated
group of borrowers, or borrowers engaged in or dependent upon one industry
that exceeds 25% of Tier
1 capital and reserves. A concentration of credit can also result from an
acquisition of a volume of loans from a single source, regardless of the
diversity of the individual borrowers. The extent of the adjustment will
depend on the level of the concentration(s) and a determination if the
concentration adversely affects us. An adverse concentration may also
occur where a disproportionate amount of our criticized and classified
assets are derived from a single concentration
source. |
|
· |
Delinquency
Trends:
As a matter of practice, an increased (negative) adjustment will be made
whenever (i) our loan delinquency ratio exceeds 3% of total loans; and/or
(ii) our loan delinquencies have increased by 1% of total loans in one
period. The extent of the adjustment will depend on the severity of the
trends. A decreased (positive) adjustment may occur when the levels exceed
the thresholds established above, but are improving as supported over, at
a minimum, two consecutive quarters. The extent of the adjustment will
depend on the improvements of the trend. In instances where the levels are
within the thresholds established above, a neutral risk posture will be
taken. |
|
· |
Nature
and Volume of Loan Trend:
This factor will be adjusted for significant changes in the nature and
volume of the loan portfolio. An increased (negative) adjustment to this
factor generally may occur with: (i) the establishment of a new or
untested loan pool (e.g.,
a loan category or type not previously underwritten by us); or (ii) a
significant shift in the loan categories that is outside of the loan mix
parameters. The decreased (positive) adjustment to this factor may occur
if a problematic loan pool is eliminated or significantly reduced. Also, a
decreased adjustment to this factor may occur if the total loan portfolio
decreases to the point where (in conjunction with changes in the
experience, ability, and depth of lending management and staff) the depth
of lending management is more than sufficient to manage the risk within
the loan portfolio. |
|
· |
Non-Accrual
Loan Trend:
This factor may be adjusted when there is a significant upward movement of
non-accrual loans and Troubled Debt Restructurings (TDR’s). A Troubled
Debt Restructuring is a formal restructure of a loan when, for economic or
legal reasons related to a borrower’s financial difficulties, we grant a
concession to the borrower we would not otherwise consider. An increased
(negative) adjustment to this factor generally may occur when: (i)
non-accrual loans exceed 1.5% of total loans, and/or (ii) non-accrual
loans over gross loans have increased by 0.5% in one period. In the case
of TDR’s, a determination will be made on a case-by-case basis whether the
amount and number of TDR’s, based on their performance and collateral
protection, warrant increased reserves. The extent of the adjustment will
depend on the severity of the trends. A decreased (positive) adjustment
may occur when levels exceed the thresholds established above, but are
improving as supported over, at a minimum, two consecutive quarters. The
extent of the adjustment will depend on the improvements of the
trend. |
|
· |
Problem
Loan Trend:
This factor may be adjusted depending on the trend of criticized and
classified loans. An increased (negative) adjustment will be made whenever
(i) classified loans exceed 75% of Tier 1 Capital and Reserves, and/or
(ii) classified loans increase in one period by 1% of gross loans. A
decrease (positive) adjustment may occur when the levels exceed the
thresholds established above, but are improving as supported over, at
minimum, two consecutive quarters. The extent of the adjustment will
depend on the improvements of the trend. In instances where the levels are
within the thresholds established above, a neutral risk posture will be
taken. |
|
· |
Loss
and Recovery Trend:
This factor may be adjusted depending on the comparison of peer banks. An
increased (negative) adjustment to this factor generally may occur when
net charge-off ratio exceeds those of peer banks. The determination of
whether the adjustments should be major, moderate or minor depends on the
severity of the difference between our and our peer banks’ net charge-off
ratios. |
|
· |
Quality
of Loan Review:
This factor may be adjusted when there has been a noted and significant
(as determined and documented from external or internal sources)
deterioration or improvement in our loan review system and/or management’s
oversight. The extent of the adjustment will depend on the significance of
the changes noted. A positive (decrease) adjustment will generally occur
when there has previously been a documented weakness and clear improvement
was noted by external sources. A negative (increase) adjustment will
generally occur when a significant deterioration was noted by external
sources in our loan review system and/or the degree of oversight by
management. In the absence of noted changes to the loan review system
and/or the degree of oversight by the management, a neutral posture will
be taken. |
|
· |
Lending
and Management Staff:
This factor will be adjusted with changes in the experience, ability and
depth of lending management and staff that are significant enough to
warrant adjustment to the loss migration ratio. An increased (negative)
adjustment would occur if we have been understaffed and/or inexperienced
to the point that the risk is measurably increased. The extent of the
adjustment depends on the perceived impact the staffing problem may have
on the supervision of the loan portfolio. Conversely, if we have been
understaffed or have lacked experience in a particular loan category or
loan type and management has taken the appropriate action to adequately
address these issues, then a decreased (positive) adjustment may be
appropriate. The extent of the adjustment depends on the perceived impact
the adequate staffing situation may have on the loan supervision of the
portfolio. If the staffing or the experience level of lending staff is
considered to be adequate (as determined by an external source) then, in
general, a neutral posture will be taken. |
|
· |
Lending
Policies and Procedures:
This factor may be adjusted depending on the documented results of
external reviews of our policies and procedures, including underwriting
standards and collection, charge-off and recovery practices. If it is
determined that there are significant deficiencies noted in our policies,
procedures, underwriting standards or practices, then, as appropriate, the
loss migration ratio may be adjusted to reflect the increased risk until
such a time as the deficiencies are adequately addressed by management.
The determination of whether the adjustments should be major, moderate or
minor depends on the extent and severity of the deficiency noted. It is
the objective of our management to maintain at all times adequate
policies, procedures, underwriting standards and practices. As a general
rule, this factor will not be below a neutral scenario
situation. |
|
· |
Economic
and Business Conditions:
This factor may be adjusted depending on local, regional and national
economic trends and their perceived impact on our particular market
segments. An increased (negative) adjustment to this factor would occur in
periods where the economic forecast is lackluster or negative. The extent
of the increased adjustment will depend on the forecast, together with its
perceived impact on our loan portfolio pools. In periods of recovery where
economic forecasts are positive and vibrant, we may consider positive
(decreased) adjustments to the loss migration ratio. The extent of the
decreased adjustments will depend on the forecast, together with its
perceived impact on our loan portfolio pools. In periods of economic
stability, with forecasts of continued stability, the impact of this
factor will be considered to be neutral. |
Central
to our credit risk management and our assessment of appropriate loss allowance
is our loan risk rating system. Under this system, the originating credit
officer assigns borrowers an initial risk rating based on a thorough analysis of
each borrower’s financial capacity in conjunction with industry and economic
trends. Approvals are made based upon the amount of inherent credit risk
specific to the transaction and are reviewed for appropriateness by senior line
and credit administration personnel. Credits are monitored by line and credit
administration personnel for deterioration in a borrower’s financial condition
which may impact the ability of the borrower to perform under the contract.
Although management has allocated a portion of the allowance to specific loans,
specific loan pools, including off-balance sheet credit exposures which are
reported separately as part of other liabilities, the adequacy of the allowance
is considered in its entirety.
SBA
Loans
Certain
Small Business Administration (“SBA”) loans that may be sold prior to maturity
have been designated as held for sale at origination and are recorded at the
lower of cost or market value, determined on an aggregate basis. A valuation
allowance is established if the market value of such loans is lower than their
cost, and operations are charged or credited for valuation adjustments. When we
sell a loan, we usually sell the guaranteed portion of the loan and retain the
non-guaranteed portion. We receive sales proceeds from: (i) the guaranteed
principal of the loan, (ii) the deferred premium for the difference between the
book value of the retained portion and the fair value allocated to the retained
portion, and (iii) the loan excess servicing fee (i.e., the
servicing fee less normal servicing costs - typically 40 basis points). At the
time of sale, the deferred premium, which is amortized over the remaining life
of the loan as an adjustment to yield, is recorded for the difference between
the book value and the fair value allocated to the retained portion. The sales
gain is recognized from the difference between the proceeds and the book value
allocated to the sold portion.
We
allocate the book value of the related loan among three portions on the basis of
their relative fair value: (i) the sold portion, (ii) the retained portion, and
(iii) the excess servicing fee. We estimate the fair value of each portion based
on the following. The amount received for the sale represents the fair value of
the sold portion. The fair value of the retained portion is computed by
discounting, at 1% above the contract rate (note rate), its future cash flows
over the estimated life of the loan. We calculate the fair value of the excess
servicing fee (ESF) for the loan from the cash in-flow of the net servicing fee
over the estimated life of the loan, discounted at 1.5% above the note
rate.
We
capitalize the fair value allocated to ESF in two categories: (i) intangible
servicing assets, and (ii) interest-only strip receivables. The servicing
asset is recorded based on the present value of the contractually specified
servicing fee, net of servicing cost, over the estimated life of the loan, using
a discount rate of 1.5% above the main note rate. The servicing asset is
amortized in proportion to and over the period of estimated servicing income.
Management periodically evaluates the servicing asset for impairment.
Impairment, if it occurs, is recognized in a valuation allowance in the period
of impairment. For purposes of measuring impairment, the servicing assets are
stratified by collateral type. An interest-only strip is recorded based on the
present value of the excess of future interest income, over the contractually
specified servicing fee, calculated using the same assumptions as noted above.
Interest-only strips are accounted for at their estimated fair value, with
unrealized gains recorded as an adjustment in accumulated other comprehensive
income in shareholders’ equity. If the estimated fair value is less than its
cost, the loss is considered as other than temporary impairment and it is
charged to the current earnings. During the year of 2004, we had an impairment
loss on the interest-only strip of $79,442.
Non-Accrual
Loan Policy
Interest
on loans is credited to income as earned and is accrued only if deemed
collectible. Accrual of interest is discontinued when a loan is over 90 days
delinquent unless management believes the loan is adequately collateralized and
in the process of collection. Generally, payments received on nonaccrual loans
are recorded as principal reductions. Interest income is recognized after all
principal has been repaid or an improvement in the condition of the loan has
occurred that would warrant resumption of interest accruals.
Stock-Based
Compensation
Statement
of Financial Accounting Standards (“SFAS”) No. 123, Accounting
for Stock-Based Compensation,
encourages all entities to adopt a fair value based method of accounting for
employee stock compensation plans, whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. However, it also allows an entity
to continue to measure compensation cost for those plans using the intrinsic
value based method of accounting prescribed by Accounting Principles Board
Opinion (“APB”) No. 25, Accounting
for Stock Issued to Employees, whereby
compensation cost is the excess, if any, of the quoted market price of the stock
at the grant date (or other measurement date) over the amount an employee must
pay to acquire the stock. Stock options issued under our stock option plan have
no intrinsic value at the grant date, and under APB No. 25 no compensation cost
is recognized
for them. We have elected to continue with the accounting methodology in APB No.
25 and, as a result, have provided pro forma disclosures of net income and
earnings per share and other disclosures as if the fair value based method of
accounting had been applied. The pro forma disclosures include the effects of
all awards granted on or after January 1, 1995 (see Note 1 to the consolidated
financial statements included herein.)
On
December 16, 2004, the FASB issued SFAS 123R, which revises SFAS 123 and
supersedes APB 25. Accounting and reporting under SFAS 123R is generally similar
to the SFAS 123 approach except that SFAS 123R requires all share-based payments
to employees, including grants of stock options and SARs, to be recognized in
the income statement based on their fair values. SFAS 123R must be adopted no
later than July 1, 2005. SFAS 123R permits adoption using one of two
methods — modified prospective or modified retrospective. We are currently
evaluating both the timing and method of adopting the new standard.
Other
Real Estate Owned
Other
real estate owned (“OREO”), which represents real estate acquired through
foreclosure, or deed in lieu of foreclosure in satisfaction of commercial and
real estate loans, is carried at the lower of cost or estimated fair value less
the estimated selling costs of the real estate. The fair value of the property
is based upon a current appraisal. The difference between the fair value of the
real estate collateral and the loan balance at the time of transfer is recorded
as a loan charge off if fair value is lower. Subsequent to foreclosure,
management periodically performs valuations and the OREO property is carried at
the lower of carrying value or fair value, less cost to sell. The determination
of a property’s estimated fair value incorporates (i) revenues projected to be
realized from disposal of the property, (ii) construction and renovation costs,
(iii) marketing and transaction costs, and (iv) holding costs (e.g., property
taxes, insurance and homeowners’ association dues). Any subsequent declines in
the fair value of the OREO property after the date of transfer are recorded
through a write-down of the asset. Any subsequent operating expenses or income,
reduction in estimated fair values, and gains or losses on disposition of such
properties are charged or credited to current operations.
Investment
Securities
Our
investment policy seeks to provide and maintain liquidity, and to produce
favorable returns on investments without incurring unnecessary interest rate or
credit risk, while complementing our lending activities. Our investment
securities portfolio is subject to interest rate risk. Fluctuations in interest
rates may cause actual prepayments to vary from the estimated prepayments over
the life of a security. This may result in adjustments to the amortization of
premiums or accretion of discounts related to these instruments, consequently
changing the net yield on such securities. Reinvestment risk is also associated
with the cash flows from such securities. The unrealized gain/loss on such
securities may also be adversely impacted by changes in interest
rates.
Under
SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities,
investment securities that management has the positive intent and ability to
hold to maturity are classified as “held-to-maturity” and recorded at amortized
cost. Securities not classified as held-to-maturity or trading, with readily
determinable fair values, are classified as “available-for-sale” and recorded at
fair value. Purchase premiums and discounts are recognized in interest income
using the interest method over the estimated lives of the securities.
Currently,
all of our investment securities are classified as either available-for-sale or
held-to-maturity. The unrealized gains and losses for available-for-sale
securities are excluded from earnings and reported in other comprehensive
income, as part of shareholders’ equity. In accordance with EITF Issue No.
03-1, The
Meaning of Other-Than-Temporary Impairment and its Application to Certain
Investments (EITF
03-1), we are obligated to assess, at each reporting date, whether there is
“other than temporary” impairment to our investment securities. Declines in the
fair value of held-to-maturity and available-for-sale securities below their
cost that are deemed to be other than temporary are reflected in earnings as
realized losses. Gains and losses on the sale of securities are recorded on the
trade date. As of December 31, 2004 and December 31, 2003, no investment
securities were determined to have any other than temporary
impairment.
Results
of Operations
Net
Interest Income and Net Interest Margin
Our
primary source of revenue is net interest income, which is the difference
between interest and fees derived from earning assets and interest paid on
liabilities obtained to fund those assets. Our net interest income is affected
by changes in the level and mix of interest-earning assets and interest-bearing
liabilities, referred to as volume changes. Our net interest income is also
affected by changes in the yields earned on assets and rates paid on
liabilities, referred to as rate changes. Interest rates charged on our loans
are affected principally by the demand for such loans, the supply of money
available for lending purposes and competitive factors. Those factors are, in
turn, affected by general economic conditions and other factors beyond our
control, such as federal economic policies, the general supply of money in the
economy, legislative tax policies, the governmental budgetary matters, and the
actions of the Federal Reserve Board (“FRB”).
Average
interest-earning assets were $1.05 billion in 2004, as compared with $744.6
million in 2003 and $531.3 million in 2002, representing increases of 40.5% and
40.1% in 2004 and 2003, respectively, from each of the prior annual periods. We
have also increased the loan composition to 85.6% of average interest-earning
assets for 2004, as compared with 83.5% for 2003. Average net loans were $895.4
million in 2004, compared to $621.9 million in 2003 and $439.5 million in 2002,
representing increases of 44.0% and 41.5% in 2004 and 2003, respectively, from
each of the prior annual periods. Due mainly to the interest rate cuts by the
Federal Reserve Board during the three years prior to 2004, average yields on
interest-earning assets decreased to 5.50% and 6.17% in 2003 and 2002,
respectively, from 7.93% in 2001. However, the FRB’s rate increases by the total
of 1.25% in 2004 increased the average yields on interest-earning assets to
5.72%. This growth of interest-earning assets, especially the loan portfolio,
and the increase in yields significantly increased our total interest income by
46.2% to $59.8 million for year of 2004, as compared with $40.9 million, for
2003.
Average
interest-bearing liabilities increased by 46.0% to $801.9 million in 2004,
compared to $549.1 million in 2003, after increasing by 48.2% from $370.6
million in 2002. Total interest expense increased by 46.2% to $17.5 million in
2004 after increasing by 32.6% to $11.9 million in 2003 due mainly to the
significant growth of our deposit portfolio in both years. The average interest
rate we paid for interest-bearing deposits was reduced to 2.18% in 2003 from
2.43% in 2002 and remained at 2.18% in 2004. We also increased other borrowings
over the last 12 months (see “Deposits and Other Sources of Funds” below). The
combined result of our growth and the interest rate increases was an increase in
net interest income. Net interest income increased by 46.1%, or $13.3 million,
to $42.3 million in 2004, following a 21.9% increase in 2003 to $29.0 million,
from $23.8 million in 2002. In 2003, the negative impact of the Federal Reserve
Board’s rate cuts on our asset-sensitive position deteriorated our net interest
margin to 3.89% from 4.48% in 2002. However due to the positive impact of the
rate increase by the Federal Reserve Bank in 2004, our net interest margin in
2004 increased to 4.05%. The net interest spread also increased to 3.54% in
2004, following a decrease to 3.32% in 2003 from 3.74% in 2002.
In 2004,
the FRB raised its overnight lending rate five times by an aggregate of one and
a quarter percent to 2.25%. The Wall Street Journal Prime Rate was
correspondingly increased to 5.25%. We are in an asset-sensitive position,
meaning that these rate increases positively affected our net interest margin,
because more earning assets were immediately re-priced than interest-bearing
liabilities. Although we price deposits competitively with the goal to continue
to fund our growing loan portfolio, our models indicate that our margin should
expand in a rising interest rate environment.
The
following table sets forth, for the periods indicated, our average balances of
assets, liabilities and shareholders’ equity, in addition to the major
components of net interest income and net interest margin:
Distribution,
Yield and Rate Analysis of Net Income
(Dollars
in thousands)
|
|
For
the Years Ended December 31, |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
Average Balance |
|
Interest
Income/ Expense |
|
Average
Rate/Yield |
|
|
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average Rate/Yield |
|
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average
Rate/Yield |
|
|
|
(Dollars
in Thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning
assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans1 |
|
$ |
895,380 |
|
$ |
55,943 |
|
|
6.25 |
% |
|
$ |
621,949 |
|
$ |
37,892 |
|
|
6.09 |
% |
|
$ |
439,481 |
|
$ |
30,185 |
|
|
6.87 |
% |
Securities
of government
sponsored enterprises |
|
|
77,251 |
|
|
2,377 |
|
|
3.08 |
% |
|
|
56,664 |
|
|
1,600 |
|
|
2.82 |
% |
|
|
35,957 |
|
|
1,363 |
|
|
3.79 |
% |
Other
investment securities. |
|
|
11,305 |
|
|
566 |
|
|
5.00 |
% |
|
|
14,705 |
|
|
783 |
|
|
5.33 |
% |
|
|
7,538 |
|
|
375 |
|
|
4.97 |
% |
Federal
funds sold |
|
|
55,760 |
|
|
805 |
|
|
1.44 |
% |
|
|
47,993 |
|
|
596 |
|
|
1.24 |
% |
|
|
46,408 |
|
|
790 |
|
|
1.70 |
% |
Money
Market Preferred Stocks |
|
|
6,259 |
|
|
105 |
|
|
1.68 |
% |
|
|
2,274 |
|
|
27 |
|
|
1.18 |
% |
|
|
— |
|
|
— |
|
|
— |
|
Interest-earning
deposits |
|
|
67 |
|
|
2 |
|
|
2.69 |
% |
|
|
1,022 |
|
|
28 |
|
|
2.74 |
% |
|
|
1,920 |
|
|
72 |
|
|
3.75 |
% |
Total
interest-earning assets |
|
|
1,046,022 |
|
|
59,798 |
|
|
5.72 |
% |
|
|
744,607 |
|
|
40,926 |
|
|
5.50 |
% |
|
|
531,304 |
|
|
32,785 |
|
|
6.17 |
% |
Total
noninterest-earning assets |
|
|
95,408 |
|
|
|
|
|
|
|
|
|
67,116 |
|
|
|
|
|
|
|
|
|
46,393 |
|
|
|
|
|
|
|
Total
assets |
|
$ |
1,141,430 |
|
|
|
|
|
|
|
|
$ |
811,723 |
|
|
|
|
|
|
|
|
$ |
577,697 |
|
|
|
|
|
|
|
Liabilities
and Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market deposits |
|
$ |
193,120 |
|
$ |
3,618 |
|
|
1.87 |
% |
|
$ |
107,062 |
|
$ |
1,787 |
|
|
1.67 |
% |
|
$ |
68,404 |
|
$ |
1,209 |
|
|
1.77 |
% |
Super
NOW deposits |
|
|
21,542 |
|
|
165 |
|
|
0.77 |
% |
|
|
17,494 |
|
|
145 |
|
|
0.83 |
% |
|
|
16,243 |
|
|
166 |
|
|
1.02 |
% |
Savings
deposits |
|
|
26,322 |
|
|
198 |
|
|
0.75 |
% |
|
|
22,754 |
|
|
168 |
|
|
0.74 |
% |
|
|
18,540 |
|
|
136 |
|
|
0.73 |
% |
Time
certificates of deposit in
denominations
of $100,000 or more |
|
|
373,888 |
|
|
8,698 |
|
|
2.33 |
% |
|
|
233,763 |
|
|
5,850 |
|
|
2.50 |
% |
|
|
184,802 |
|
|
5,055 |
|
|
2.74 |
% |
Other
time deposits |
|
|
117,697 |
|
|
2,984 |
|
|
2.54 |
% |
|
|
140,243 |
|
|
3,300 |
|
|
2.35 |
% |
|
|
76,460 |
|
|
2,315 |
|
|
3.03 |
% |
Other
borrowings |
|
|
69,353 |
|
|
1,800 |
|
|
2.59 |
% |
|
|
27,807 |
|
|
694 |
|
|
2.49 |
% |
|
|
6,137 |
|
|
127 |
|
|
2.07 |
% |
Total
interest-bearing liabilities |
|
|
801,922 |
|
|
17,463 |
|
|
2.18 |
% |
|
|
549,123 |
|
|
11,944 |
|
|
2.18 |
% |
|
|
370,586 |
|
|
9,008 |
|
|
2.43 |
% |
Noninterest-bearing
liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
deposits |
|
|
252,021 |
|
|
|
|
|
|
|
|
|
201,360 |
|
|
|
|
|
|
|
|
|
161,271 |
|
|
|
|
|
|
|
Other
liabilities |
|
|
10,925 |
|
|
|
|
|
|
|
|
|
9,060 |
|
|
|
|
|
|
|
|
|
4,853 |
|
|
|
|
|
|
|
Total
noninterest-bearing liabilities |
|
|
262,946 |
|
|
|
|
|
|
|
|
|
210,420 |
|
|
|
|
|
|
|
|
|
166,124 |
|
|
|
|
|
|
|
Shareholders’
equity |
|
|
76,562 |
|
|
|
|
|
|
|
|
|
52,180 |
|
|
|
|
|
|
|
|
|
40,987 |
|
|
|
|
|
|
|
Total
liabilities and shareholders’
equity |
|
$ |
1,141,430 |
|
|
|
|
|
|
|
|
$ |
811,723 |
|
|
|
|
|
|
|
|
$ |
577,697 |
|
|
|
|
|
|
|
Net
interest income |
|
|
|
|
$ |
42,335 |
|
|
|
|
|
|
|
|
$ |
28,982 |
|
|
|
|
|
|
|
|
$ |
23,777 |
|
|
|
|
Net
interest spread2 |
|
|
|
|
|
|
|
|
3.54 |
% |
|
|
|
|
|
|
|
|
3.32 |
% |
|
|
|
|
|
|
|
|
3.74 |
% |
Net
interest margin3 |
|
|
|
|
|
|
|
|
4.05 |
% |
|
|
|
|
|
|
|
|
3.89 |
% |
|
|
|
|
|
|
|
|
4.48 |
% |
1 Loan fees have been included in the
calculation of interest income. Loan fees were approximately $2,954, $2,111, and
$1,508 for the years ended December 31, 2004, 2003, and 2002, respectively.
Loans are net of the allowance for loan losses, deferred fees, unearned income,
and related direct costs, but includes those placed on non-accrual status.
2 Represents
the average rate earned on interest-earning assets less the average rate paid on
interest-bearing liabilities.
3 Represents
net interest income as a percentage of average interest-earning assets.
The
following table sets forth, for the periods indicated, the dollar amount of
changes in interest earned and paid for interest-earning assets and
interest-bearing liabilities and the amount of change attributable to changes in
average daily balances (volume) or changes in average daily interest rates
(rate). All yields were calculated without the consideration of tax effects, if
any, and the variances attributable to both the volume and rate changes have
been allocated to volume and rate changes in proportion to the relationship of
the absolute dollar amount of the changes in each:
Rate/Volume
Analysis of Net Interest Income
(Dollars
in thousands)
|
|
For
the Year Ended December 31,
2004
vs. 2003 |
|
For
the Year Ended December 31,
2003
vs. 2002 |
|
|
|
Due
to Change In |
|
Due
to Change In |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume |
|
Rate |
|
Total |
|
Volume |
|
Rate |
|
Total |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loans1 |
|
$ |
17,060 |
|
$ |
991 |
|
$ |
18,051 |
|
$ |
11,420 |
|
|
($3,713 |
) |
$ |
7,707 |
|
Securities
of government
sponsored
enterprises |
|
|
623 |
|
|
155 |
|
|
778 |
|
|
646 |
|
|
(409 |
) |
|
237 |
|
Other
Investment securities |
|
|
(172 |
) |
|
(46 |
) |
|
(218 |
) |
|
380 |
|
|
28 |
|
|
408 |
|
Federal
funds sold |
|
|
104 |
|
|
105 |
|
|
209 |
|
|
26 |
|
|
(220 |
) |
|
(194 |
) |
Money
Market Preferred Stocks |
|
|
63 |
|
|
15 |
|
|
78 |
|
|
27 |
|
|
— |
|
|
27 |
|
Interest-earning
deposits |
|
|
(26 |
) |
|
— |
|
|
(26 |
) |
|
(28 |
) |
|
(16 |
) |
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest income |
|
|
17,652 |
|
|
1,220 |
|
|
18,872 |
|
|
12,471 |
|
|
(4,330 |
) |
|
8,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market deposits |
|
$ |
1,589 |
|
$ |
243 |
|
$ |
1,832 |
|
$ |
649 |
|
|
($71 |
) |
$ |
578 |
|
Super
NOW deposits |
|
|
32 |
|
|
(11 |
) |
|
21 |
|
|
12 |
|
|
(33 |
) |
|
(21 |
) |
Savings
deposits |
|
|
27 |
|
|
3 |
|
|
30 |
|
|
31 |
|
|
1 |
|
|
32 |
|
Time
certificates of deposit in
denominations
of $100,000 or more |
|
|
3,286 |
|
|
(439 |
) |
|
2,847 |
|
|
1,253 |
|
|
(458 |
) |
|
795 |
|
Other
time deposits |
|
|
(558 |
) |
|
242 |
|
|
(316 |
) |
|
1,591 |
|
|
(606 |
) |
|
985 |
|
Other
borrowings |
|
|
1,076 |
|
|
29 |
|
|
1,105 |
|
|
536 |
|
|
31 |
|
|
567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest expense |
|
|
5,452 |
|
|
67 |
|
|
5,519 |
|
|
4,072 |
|
|
(1,136 |
) |
|
2,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in net interest income |
|
$ |
12,200 |
|
$ |
1,153 |
|
$ |
13,353 |
|
$ |
8,399 |
|
|
($3,194 |
) |
$ |
5,205 |
|
Provision
for Loan Losses
In
anticipation of credit risk inherent in our lending business, we set aside
allowances through charges to earnings. Such charges were not made only for
outstanding loan portfolio, but also for off-balance sheet items, such as
commitment to extend credits or letters of credit. The charges made for
outstanding loan portfolio was credited to allowance for loan losses, whereas
charges for off-balance sheet items were credited to reserve for off-balance
sheet items, which are presented as a component of other
liabilities.
Even
though the economy displayed improvement in 2004, management continued to
respond to potential loan losses and successfully curbed the increase of the
level of non-performing assets and controlled net charge-offs by identifying
problem loans in a timely manner and by taking immediate actions. In 2004, the
provision for loan losses increased to $3.6 million from $2.8 million in 2003,
which decreased from $3.2 million in 2002. This increase in 2004 was caused
primarily by the substantial growth of our loan portfolio and the application of
the higher
calculated loss migration ratio to the reserve calculation for off-balance-sheet
items since the first quarter of 2004. We provided $559,000 for the credit risk
of off-balance sheet items in 2004, as compared with $13,000 for 2003. The
procedures for monitoring the adequacy of the allowance for loan losses, as well
as detailed information concerning the allowance itself, are described in the
section entitled “Allowance for Loan Losses” below.
1 Loan fees
have been included in the calculation of interest income. Loan fees were
approximately $2,954, $2,111, and $1,508 for the years ended December 31, 2004,
2003, and 2002, respectively. Loans are net of the allowance for loan losses,
deferred fees, unearned income, and related direct costs, but includes those
placed on non-accrual status.
Noninterest
Income
Total
noninterest income increased to $21.0 million and $17.1 million, respectively in
2004 and 2003, as compared with $11.4 million in 2002, representing an annual
growth of 22.8% and 50.3% in 2004 and 2003, respectively. Noninterest income
represented approximately two percentage points of average assets. We primarily
attribute this increase to our efforts to diversify and expand our non-interest
revenue sources. We currently earn non-interest income from various sources,
including recently added sources (an income stream provided by the bank owned
life insurance in the form of an increase in cash surrender value, and gain on
sale of mortgage loans and unguaranteed portions of SBA loans). Our total
non-interest income has grown in a number of categories during the period from
2002 through 2004.
The
following table sets forth the various components of our noninterest income for
the periods indicated:
Noninterest
Income
(Dollars
in thousands)
For
the Years Ended December 31, |
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
(Amount) |
|
(%) |
|
|
(Amount) |
|
(%) |
|
|
(Amount) |
|
(%) |
|
Service
charges on deposit accounts |
|
$ |
7,379 |
|
|
35.2 |
%
|
|
$ |
6,789 |
|
|
39.7 |
%
|
|
$ |
5,640 |
|
|
49.6 |
% |
Gain
on sale of loans |
|
|
8,832 |
|
|
42.1 |
% |
|
|
6,236 |
|
|
36.5 |
% |
|
|
2,492 |
|
|
21.9 |
% |
Loan-related
servicing income |
|
|
2,372 |
|
|
11.3 |
% |
|
|
1,890 |
|
|
11.1 |
% |
|
|
1,651 |
|
|
14.5 |
% |
Referral
fee income |
|
|
113 |
|
|
0.5 |
% |
|
|
477 |
|
|
2.8 |
% |
|
|
583 |
|
|
5.1 |
% |
Loan
packaging fee |
|
|
376 |
|
|
1.8 |
% |
|
|
450 |
|
|
2.6 |
% |
|
|
348 |
|
|
3.1 |
% |
Income
from other earning assets |
|
|
639 |
|
|
3.0 |
% |
|
|
499 |
|
|
2.9 |
% |
|
|
12 |
|
|
0.1 |
% |
Other
income |
|
|
1,286 |
|
|
6.1 |
% |
|
|
758 |
|
|
4.4 |
% |
|
|
649 |
|
|
5.7 |
% |
Total |
|
$ |
20,997 |
|
|
100.0 |
% |
|
$ |
17,099 |
|
|
100.0 |
% |
|
$ |
11,375 |
|
|
100.0 |
% |
Average
assets |
|
$ |
1,141,430 |
|
|
|
|
|
$ |
811,723 |
|
|
|
|
|
$ |
577,697 |
|
|
|
|
Noninterest
income as a % of average assets |
|
|
|
|
|
1.8 |
% |
|
|
|
|
|
2.1 |
% |
|
|
|
|
|
2.0 |
% |
Our
largest source of noninterest income in 2004 was the gain on the sale of loans,
which increased to $8.8 million in 2004 from $6.2 million and $2.5 million in
2003 and 2002, respectively, representing an increase of 41.6% in 2004 and
150.2% in 2003 over the previous fiscal year. The ratio of this income as a
percentage of total noninterest income was 42.1%, 36.5%, and 21.9% in 2004, 2003
and 2002, respectively. This source of non-interest income is derived primarily
from the sale of the guaranteed portion of SBA loans. We sell the guaranteed
portion of SBA loans in government securities secondary markets and retain
servicing rights. After the restructure of our SBA department into a
marketing-oriented one, our SBA loan production level continued to increase. We
have produced $116 million and $109 million in SBA loans in 2004 and 2003,
respectively, as compared with $77 million in 2002. The increased production
volume, combined with a somewhat higher premium at sale, increased the gains on
SBA loans. In 2004 and 2003, loan sales consisted primarily of the guaranteed
portion of SBA loans, but included some unguaranteed portions of SBA loans and
residential mortgage loans. The gain on sale of unguaranteed portions of SBA
loans and residential mortgage loans in 2004 was $1,135,000 and $336,000,
respectively, and $464,000 and $112,000, respectively, in 2003.
Our
second largest source of noninterest income was service charge income on deposit
accounts, representing 35.1%, 39.7%, and 49.6% of total noninterest income in
2004, 2003, and 2002, respectively. This income source increased from $5.6
million in 2002 to $6.8 million in 2003, and to $7.4 million in 2004. Such
increases were due primarily to an increase in our number of transactional
accounts. We constantly review service charge rates to maximize service charge
income while maintaining a competitive position.
The third
largest source of noninterest income was loan-related servicing income. This fee
income consists of trade-financing fees and servicing fees on SBA loans sold,
and grew to $2.4 million and $1.9 million in 2004 and 2003, respectively,
compared to $1.7 million in 2002. In light of our increasing emphasis on trade
financing activities and the continuing growth of our servicing loan portfolio
($235.5 million, $180.6 million, and $126.3 million at year-end of 2004, 2003,
and 2002, respectively), management believes that this income source should
continue to improve. However, there can be no assurance that this will be the
case.
Our loan
referral fee income source includes income derived from our referring to other
financial institutions loans that did not meet our lending requirements for
various reasons, including size, availability of funds, credit criteria and
others. Our referral fee income in 2004 decreased to $113,000 compared with
$477,000 and $583,000 in 2003 and 2002, respectively. There can be no assurance
that this source of revenue will not continue to decline because loan referrals
do not represent our core banking business and fee income therefrom is not a
stable source of revenue.
Loan
packaging fee income, which represents charges to borrowers for their loan
processing, decreased to $376,000 in 2004 due mainly to the decrease of charge
rate, after having increased to $450,000 in 2003 from $348,000 in 2002 due to
the increase of loan production.
Income on
other earning assets represented income from earning assets other than
interest-earning assets, such as dividend income on Federal Home Loan Bank (the
“FHLB”) stock ownership and the increase in cash surrender value of bank owned
life insurance. Such income was $639,000, $499,000 and $12,000 in 2004, 2003 and
2002, respectively. These increases were attributable primarily to our purchase
of $10.5 million in Bank Owned Life Insurance in March 2003 which produced most
of this type of income, and the increased acquisition of FHLB stock as required
by the new Capital Plan of the Federal Home Loan Bank of San Francisco that went
into effect on April 1, 2004.
Other
income, representing income from miscellaneous sources, such as income from
non-interest earning assets and gain on sale of investment securities, increased
to $1.3 million in 2004 from $758,000 and $649,000 in 2003 and 2002,
respectively. The increase in 2004 was attributable primarily to a $135,000
settlement award on an insurance claim received in 2004 and a net gain of
$272,000 on sale and call of investment securities in addition to the normal
increases following the growth of our business activities.
Noninterest
Expense
Total
noninterest expense increased from $17.6 million in 2002 to $22.0 million in
2003 and $27.3 million in 2004. These increases can be attributed to the
expanded personnel and premises associated with our business growth, including
the recent opening of five new branch offices (Fashion Town, Fullerton, and
Dallas in 2004 and Mid-Wilshire and Irvine in 2003), and the formation of two
new departments (Auto Loan Center and Home Loan Center in 2003). However, due to
continuing efforts to minimize operating expenses, noninterest expenses as a
percentage of average assets were lowered to 2.4% in 2004 from 2.7% in 2003 and
3.0% 2002. Management believes that its efforts in cost-cutting and revenue
diversification have improved our operational efficiency, as evidenced by the
improvement in our efficiency ratio (the ratio of noninterest expense to the sum
of net interest income before provision for loan losses and total noninterest
income) from 50.2% in 2002 to 47.7% in 2003 and 43.1% in 2004.
The
following table sets forth a summary of noninterest expenses for the periods
indicated:
Noninterest
Expense
(Dollars
in thousands)
For
the Years Ended December 31, |
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
(Amount) |
|
(%) |
|
|
(Amount) |
|
(%) |
|
|
(Amount) |
|
(%) |
|
Salaries
and employee benefits |
|
$ |
14,581 |
|
|
53.5 |
%
|
|
$ |
12,183 |
|
|
55.4 |
%
|
|
$ |
10,047 |
|
|
57.1 |
% |
Occupancy
and equipment |
|
|
2,730 |
|
|
10.0 |
% |
|
|
2,159 |
|
|
9.8 |
% |
|
|
1,929 |
|
|
11.0 |
% |
Data
processing |
|
|
1,644 |
|
|
6.0 |
% |
|
|
1,569 |
|
|
7.1 |
% |
|
|
1,410 |
|
|
8.0 |
% |
Loan
referral fee |
|
|
1,202 |
|
|
4.4 |
% |
|
|
959 |
|
|
4.4 |
% |
|
|
623 |
|
|
3.5 |
% |
Professional
fees |
|
|
1,430 |
|
|
5.2 |
% |
|
|
841 |
|
|
3.8 |
% |
|
|
559 |
|
|
3.2 |
% |
Directors’
fees |
|
|
460 |
|
|
1.7 |
% |
|
|
422 |
|
|
1.9 |
% |
|
|
365 |
|
|
2.1 |
% |
Office
supplies |
|
|
573 |
|
|
2.1 |
% |
|
|
523 |
|
|
2.4 |
% |
|
|
300 |
|
|
1.7 |
% |
Other
real estate owned |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
92 |
|
|
0.5 |
% |
Advertising |
|
|
652 |
|
|
2.4 |
% |
|
|
303 |
|
|
1.4 |
% |
|
|
328 |
|
|
1.9 |
% |
Communications |
|
|
338 |
|
|
1.2 |
% |
|
|
380 |
|
|
1.7 |
% |
|
|
252 |
|
|
1.4 |
% |
Deposit
insurance premium |
|
|
132 |
|
|
0.5 |
% |
|
|
189 |
|
|
0.9 |
% |
|
|
79 |
|
|
0.4 |
% |
Outsourced
service for customer |
|
|
1,302 |
|
|
4.8 |
% |
|
|
946 |
|
|
4.3 |
% |
|
|
718 |
|
|
4.1 |
% |
Other |
|
|
2,239 |
|
|
8.2 |
% |
|
|
1,512 |
|
|
6.9 |
% |
|
|
886 |
|
|
6.0 |
% |
Total |
|
$ |
27,283 |
|
|
100.0 |
% |
|
$ |
21,986 |
|
|
100.0 |
% |
|
$ |
17,588 |
|
|
100.0 |
% |
Average
assets |
|
$ |
1,141,430 |
|
|
|
|
|
$ |
811,723 |
|
|
|
|
|
$ |
577,697 |
|
|
|
|
Noninterest
expenses as a % of average assets |
|
|
|
|
|
2.4 |
% |
|
|
|
|
|
2.7 |
% |
|
|
|
|
|
3.0 |
% |
Salaries
and employee benefits totaled $14.6 million, $12.2 million, and $10.0 million,
or 53.5%, 55.4%, and 56.2% of total noninterest expenses, in 2004, 2003, and
2002, respectively. Despite the five branch openings and significant asset
growth in the past two years, we have taken efforts to promote efficient
operations by limiting full-time employee growth. The number of full-time
equivalent employees was 245 as of December 31, 2004, compared with 212 and 173
in 2003 and 2002, respectively. Assets per employee increased to $5.4 million at
year-end of 2004 from $4.6 million and $4.0 million at year-end of 2003 and
2002, respectively.
Occupancy
and equipment expenses totaled $2.7 million in 2004, compared to $2.2 million in
2003 and $1.9 million in 2004, representing increases of 26.4% and 11.9% over
the prior year periods. These cost increases were attributable primarily to the
expansion of our branch network and the additions of new departments. These
expenses represent 10%, 9.8% and 11.0% in 2004, 2003 and 2002 of total
noninterest expenses, respectively.
Our
business growth increased data processing expenses to over $1.6 million in 2004
from less than $1.6 million in 2003, which increased from $1.4 million in 2002,
representing an increase of 4.8% and 11.3% in 2003 and 2002, respectively, over
the prior year. Office supplies expenses increased to $573,000 in 2004 from
$523,000 in 2003, and $300,000 in 2002, representing an increase of 9.6% and
74.3% in 2003 and 2002, respectively, over the prior year. These increases were
also due to the growth of our business.
Loan
referral fees generally are paid to brokers who refer loans (in most cases, SBA
loans) to us. These referral fees increased from $623,000 in 2002 to $959,000 in
2003, and $1.2 million in 2004. SBA loans are broker-driven loans. We began
paying fees in 2004 for qualified commercial loan referrals. The referral fee
increases were mainly the result of increases in our loan production.
Specifically, SBA loan production increased from $77 million in 2002 to $109
million in 2003 and $116 million in 2004.
Professional
fees were $1,430,000, $841,000, and $559,000, or 5.2%, 3.8%, and 3.2% of total
noninterest expenses, in 2004, 2003 and 2002, respectively. These increases were
attributable to the legal expenses incurred in relation to the holding company
formation in addition to our efforts to comply with the additional legal and
accounting requirements recently imposed on us by the Sarbanes-Oxley Act. We
expect that expenditures in this area will continue to be significant, as we
address recently released SEC regulations and the new Nasdaq corporate
governance requirements.
Advertising
expenses were $652,000, $303,000, and $328,000, or 2.4%, 1.4%, and 1.9% of total
noninterest expenses, in 2004, 2003 and 2002, respectively. These increases can
be attributed to expanded marketing activities, such as advertisements and
promotion items for the newly opened branch offices and departments and new
products such as residential mortgage loans.
Outsourced
service costs for customers are paid to outside parties who provide services
that were traditionally provided by banks to their customers, such as armored
car services or bookkeeping services, and are recouped from the earnings credits
earned by the respective depositors on their balances maintained with us. These
expenses have increased to $1.3 million in 2004 from $946,000 and $718,000,
respectively, in 2003 and 2002. Such increases were mainly the result of an
increase in depositors demanding services such as escrow accounts or brokerage
accounts.
Noninterest
expenses other than the categories specifically addressed above, such as
directors’ fees and communication expenses, increased by $716,000, or 23.6%, to
$3.7 million in 2004 from $3.0 million in 2003. In 2003, noninterest expenses
increased by $870,000, or 40.4%, from $2.2 million in 2002. The increases were
mainly caused by the enhanced business activities, including the enhancement of
investor relation activities and the holding company formation. Generally,
noninterest expense has increased during the past three years as a result of
rapid asset growth (28.7%, 41.9% and 41.4% in 2004, 2003 and 2002,
respectively), and expansion of network and products, all requiring substantial
increases in staff, as well as additional occupancy and data processing costs.
Management anticipates that noninterest expense will continue to increase as we
continue to grow. However, management remains committed to cost-control and
efficiency, and we expect to keep these increases to a minimum relative to
growth.
Provision
for Income Taxes
For the
year ended December 31, 2004, we made a provision for income taxes of $13.0
million on pretax net income of $32.5 million, representing an effective tax
rate of 40.1%, as compared with a provision for income taxes of $8.5 million on
pretax net income of $21.3 million, representing an effective tax rate of 39.9%
for 2003, and a provision of $5.7 million on pretax net income of $14.3 million,
representing an effective tax rate of 40.0% for 2002.
The
effective tax rates in 2004 were consistent with those for prior years. Our
effective tax rates were one to two percentage points lower than statutory rates
due to state tax benefits derived from doing business in an Enterprise Zone
(“EZ”) and our purchase of bank owned life insurance and Low Income Housing Tax
Credit Funds in 2003 (see “Other Earning Assets” for further discussion).
Generally, income tax expense is the sum of two components: current tax expense
and deferred tax expense (benefit). Current tax expense is calculated by
applying the current tax rate to taxable income. Deferred tax expense accounts
for the change in deferred tax assets (liabilities) from year to year. Deferred
income tax assets and liabilities represent the tax effects, based on current
tax law, of future deductible or taxable amounts attributable to events that
have been recognized in the financial statements. Because we traditionally
recognize substantially more expenses in our financial statements than we have
been allowed to deduct for taxes, we generally have a net deferred tax asset. At
December 31, 2004, 2003 and 2002, we had net deferred tax assets of $4.8
million, $3.8 million and $2.7 million, respectively.
The
Company believes it has adequately provided for income tax issues not yet
resolved with federal, state and foreign tax authorities. At December 31, 2004,
$532,000 was accrued for unresolved tax matters. Based upon a consideration of
all relevant facts and circumstances, the Company does not believe the ultimate
resolution of tax issues for all open tax periods will have a materially adverse
effect upon its results of operations or financial condition.
Financial
Condition
Loan
Portfolio
Total
loans net of unearned income increased by $263.7 million, or 34.8%, to $1.02
billion at December 31, 2004 from 757.0 million at December 31, 2003. Total
loans net of unearned income increased by $232.5 million, or 44.3%, to $757.0
million at December 31, 2003, from $524.5 million at December 31, 2002. Total
loans net of unearned income were $371.5 million and $272.3 million at December
31, 2001 and 2000, respectively. Total loans net of unearned income as a
percentage of total assets were 80.6%, 77.0%, 75.7%, 75.8%, and 64.2% for 2004,
2003, 2002, 2001, and 2000, respectively.
Real
estate secured loans consist primarily of commercial real estate loans and are
extended to finance the purchase and/or improvement of commercial real estate
and/or businesses thereon. The properties may be either user owned or for
investment purposes. Our loan policy adheres to the real estate loan guidelines
set forth by the FDIC in 1993. The policy provides guidelines including, among
other things, fair review of appraisal value, limitation on loan-to-value ratio,
and minimum cash flow requirements to service debt. Loans secured by real estate
equaled $859.0 million, $607.6 million, $400.4 million, $255.8 million, and
$148.0 million as of December 31, 2004, 2003, 2002, 2001, and 2000,
respectively. Real estate secured loans as a percentage of total loans were
84.2%, 80.3%, 76.3%, 68.9%, and 54.4% for the years ended December 31, 2004,
2003, 2002, 2001 and 2000, respectively. The significant increase in 2001 was
partially attributable to a $34 million reclassification of SBA loans secured by
commercial properties from commercial and industrial loans to real estate
secured loans. The robust California real estate market in the last few years
and our increased involvement in the residential mortgage loan market have
further increased the composition of real estate secured loans.
Commercial
and industrial loans include revolving lines of credit, as well as term business
loans. This category also includes the retained portion of commercial SBA loans.
With the success of our strategy to reduce reliance on SBA loans and place an
increased emphasis on non-SBA commercial loans, SBA loans no longer represent
the majority of our commercial and industrial loans. Commercial and industrial
loans increased to $135.9 million, $126.6 million and $98.0 million at the end
of 2003, 2002, and 2001, respectively, as compared with $89.5 million and $115.2
million at the end of 2001 and 2000, respectively. Commercial and industrial
loans decreased to 13.3%, 16.7%, and 18.7% as a percentage of total loans at the
end of 2004, 2003, and 2002, respectively, from 24.1% and 42.3% at the end of
2001 and 2000, respectively. The significant decrease following the 2000 fiscal
year was primarily the result of $34 million SBA loan reclassification in 2001
discussed above.
Consumer
loans have historically represented less than 5% of our total loan portfolio.
The majority of consumer loans are concentrated in automobile loans, which we
formerly provided as a service only to existing customers. However, in 2003, we
initiated a business plan to increase our consumer loan portfolio, and
introduced an Auto Loan Center. Although consumer loans increased to $18.8
million and $15.0 million at December 31, 2004 and 2003, respectively, from
$12.3 million, $13.6 million, and $6.2 million, at December 31, 2002, 2001, and
2000, respectively, its composition as a percentage of total loans is still
minimal. Management anticipates further increases in consumer loans going
forward, although no assurance can be given that this increase will
occur.
Construction
loans generally have represented 5% or less of our total loan portfolio and
extended as a temporary financing vehicle only. In the third quarter of 2004, we
formed a construction loan department by appointing a construction loan
specialist as its manager under the Commercial Loan Center. We expect to expand
our construction loans with the specialized capacity under the guidance of the
Commercial Loan Center.
Our loan
terms vary according to loan type. Commercial term loans have typical maturities
of three to five years and are extended to finance the purchase of business
entities, business equipment, leasehold improvements or to provide permanent
working capital. SBA guaranteed loans usually have longer maturities (8 to 25
years). We generally limit real estate loan maturities to five to eight years.
Lines of credit, in general, are extended on an annual basis to businesses that
need temporary working capital and/or import/export financing. We generally seek
diversification in our loan portfolio, and our borrowers are diverse as to
industry, location, and their current and target markets.
The
following table sets forth the amount of total loans outstanding (excluding
unearned income) and the percentage distributions in each category, as of the
dates indicated. Note that the figures for 2004, 2003, 2002 and 2001 reflect the
reclassification of SBA loans secured by commercial properties as real estate
loans:
Distribution
of Loans and Percentage Composition of Loan Portfolio
|
|
Amount
Outstanding as of December 31, |
|
|
|
(Dollars
in Thousands) |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
Construction
|
|
$ |
6,972 |
|
|
$ |
7,845 |
|
|
$ |
13,777 |
|
|
$ |
12,625 |
|
|
$ |
2,836 |
|
Real
estate secured |
|
|
858,998 |
|
|
|
607,561 |
|
|
|
400,446 |
|
|
|
255,801 |
|
|
|
148,040 |
|
Commercial
and industrial |
|
|
135,943 |
|
|
|
126,631 |
|
|
|
97,998 |
|
|
|
89,500 |
|
|
|
115,215 |
|
Consumer
|
|
|
18,810 |
|
|
|
14,969 |
|
|
|
12,320 |
|
|
|
13,610 |
|
|
|
6,177 |
|
Total
loans, net of unearned income |
|
$ |
1,020,723 |
|
|
$ |
757,006 |
|
|
$ |
524,541 |
|
|
$ |
371,536 |
|
|
$ |
272,268 |
|
Participation
loans sold and serviced by the Company |
|
$ |
235,534 |
|
|
$ |
180,558 |
|
|
$ |
126,346 |
|
|
$ |
109,489 |
|
|
$ |
102,741 |
|
Construction
|
|
|
0.70 |
% |
|
|
1.00 |
% |
|
|
2.60 |
% |
|
|
3.40 |
% |
|
|
1.00 |
% |
Real
estate secured |
|
|
84.20 |
% |
|
|
80.30 |
% |
|
|
76.30 |
% |
|
|
68.90 |
% |
|
|
54.40 |
% |
Commercial
and industrial |
|
|
13.30 |
% |
|
|
16.70 |
% |
|
|
18.70 |
% |
|
|
24.10 |
% |
|
|
42.30 |
% |
Consumer
|
|
|
1.80 |
% |
|
|
2.00 |
% |
|
|
2.40 |
% |
|
|
3.60 |
% |
|
|
2.30 |
% |
Total
loans, net of unearned income |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
The
following table shows the contractual maturity distribution and repricing
intervals of the outstanding loans in our portfolio as of December 31, 2004. In
addition, the table shows the distribution of such loans between those with
variable or floating interest rates and those with fixed or predetermined
interest rates. The table excludes the gross amount of non-accrual loans of $6.6
million, and includes unearned income and deferred fees totaling $9.2 million at
December 31, 2004.
Loan
Maturities and Repricing Schedule
|
|
At
December 31, 2004, |
|
|
|
Within
One
Year |
|
After
One
But
Within
Five
Years |
|
After
Five
Years |
|
Total |
|
|
|
(Dollars
in Thousands) |
|
Construction |
|
$ |
6,972 |
|
$ |
— |
|
$ |
— |
|
$ |
6,972 |
|
Real
estate secured |
|
|
791,749 |
|
|
19,651 |
|
|
44,635 |
|
|
856,035 |
|
Commercial
and industrial |
|
|
141,327 |
|
|
157 |
|
|
93 |
|
|
141,577 |
|
Consumer |
|
|
5,735 |
|
|
13,037 |
|
|
7
|
|
|
13,779 |
|
Total
loans, net of unearned income |
|
$ |
945,783 |
|
$ |
32,845 |
|
$ |
44,735 |
|
$ |
1,023,363 |
|
Loans
with variable (floating) interest rates |
|
$ |
927,000 |
|
$ |
— |
|
$ |
— |
|
$ |
927,000 |
|
Loans
with predetermined (fixed) interest rates |
|
$ |
18,784 |
|
$ |
32,845 |
|
$ |
44,734 |
|
$ |
96,363 |
|
The
majority of the properties taken as collateral are located in Southern
California. The loans generated by our loan production offices, which are
located outside of our main geographical market, are generally collateralized by
property in close proximity to those offices. We employ strict guidelines
regarding the use of collateral located in less familiar market areas. Since a
major real estate recession during the first part of the previous decade,
property values in Southern California, where most of our loan collateral is
located, have generally increased. However, no assurance can be given that this
trend will continue or that property values will not significantly
decrease.
Nonperforming
Assets
Nonperforming
assets consist of loans on non-accrual status, loans 90 days or more past due
and still accruing interest, loans restructured, where the terms of repayment
have been renegotiated resulting in a reduction or deferral of interest or
principal, and other real estate owned (“OREO”).
Loans are
generally placed on non-accrual status when they become 90 days past due, unless
management believes the loan is adequately collateralized and in the process of
collection. The past due loans may or may not be adequately collateralized, but
collection efforts are continuously pursued. Loans may be restructured by
management when a borrower has experienced some changes in financial status,
causing an inability to meet the original repayment terms, and where we believe
the borrower will eventually overcome those circumstances and repay the loan in
full. OREO consists of properties acquired by foreclosure or similar means and
which management intends to offer for sale.
Our
nonperforming loans decreased to $2.7 million at the end of 2004 from $3.7
million a year ago despite the growth of our loan portfolio. Nonperforming loans
were $3.4 million, $3.5 million and $2.5 million at December 31, 2002, 2001
and 2000, respectively. Management’s continued emphasis on asset quality control
has resulted in decreases in nonperforming loans in recent years. The
significant loan growth, together with the decrease of nonperforming loans, have
caused the ratio of nonperforming loans over total loans to improve to 0.26% and
0.50% at December 31, 2004 and 2003, respectively, as compared with 0.66%, 0.96%
and 0.90% at December 31, 2002, 2001 and 2000, respectively.
At the
end of 2004, we owned no OREO. At the end of 2003, we possessed one OREO, a
$377,000 single-family residence, which we sold in February 2004 at a negligible
loss. We owned no OREO at December 31, 2002 following the sale of certain
unimproved land representing our sole OREO at the end of 2001 and 2000. Together
with OREO, the ratio of nonperforming assets as a percentage of total loans and
OREO improved between 1999 and 2004, equaling 0.26%, 0.54%, 0.66%, 0.96%, and
0.92% as of the end of 2004, 2003, 2002, 2001 and 2000, respectively.
Management
believes that the reserve provided for nonperforming loans, together with the
tangible collateral, were adequate as of December 31, 2004. See “Allowance for
Loan Losses” below for further discussion. Except as disclosed above, as of
December 31, 2004, management was not aware of any material credit problems of
borrowers that would cause it to have serious doubts about the ability of a
borrower to comply with the present loan payment terms. However, no assurance
can be given that credit problems may exist that may not have been brought to
the attention of management.
The
following table provides information with respect to the components of our
nonperforming assets as of the dates indicated (The figures in the table are net
of the portion guaranteed by the U.S. Government):
Nonperforming
Assets
|
|
At
December 31, |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
|
(Dollars
in Thousands) |
|
Nonaccrual
loans:1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate secured |
|
$ |
2,242 |
|
|
$ |
3,086 |
|
|
$ |
2,074 |
|
|
$ |
1,219 |
|
|
$ |
314 |
|
Commercial
and industrial |
|
|
401 |
|
|
|
543 |
|
|
|
479 |
|
|
|
2,141 |
|
|
|
732 |
|
Consumer
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
|
|
2 |
|
Total
|
|
$ |
2,643 |
|
|
$ |
3,629 |
|
|
$ |
2,553 |
|
|
$ |
3,384 |
|
|
$ |
1,048 |
|
Loans
90 days or more past due and still accruing (as to
principal or
interest): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
875 |
|
|
$ |
— |
|
|
$ |
— |
|
Real
estate secured |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81 |
|
Commercial
and industrial |
|
|
— |
|
|
|
29 |
|
|
|
— |
|
|
|
131 |
|
|
|
1,326 |
|
Consumer
|
|
|
42 |
|
|
|
67 |
|
|
|
7 |
|
|
|
— |
|
|
|
2 |
|
Total
|
|
|
42 |
|
|
|
96 |
|
|
|
882 |
|
|
|
131 |
|
|
|
1,409 |
|
Restructured
loans:2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate secured |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Commercial
and industrial |
|
|
14 |
|
|
|
23 |
|
|
|
32 |
|
|
|
42 |
|
|
|
— |
|
Consumer
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total
|
|
|
14 |
|
|
|
23 |
|
|
|
32 |
|
|
|
42 |
|
|
|
0 |
|
Total
nonperforming loans |
|
|
2,699 |
|
|
|
3,748 |
|
|
|
3,467 |
|
|
|
3,557 |
|
|
|
2,457 |
|
Other
real estate owned |
|
|
— |
|
|
|
377 |
|
|
|
— |
|
|
|
26 |
|
|
|
41 |
|
Total
nonperforming assets |
|
$ |
2,699 |
|
|
$ |
4,125 |
|
|
$ |
3,467 |
|
|
$ |
3,583 |
|
|
$ |
2,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming
loans as a percentage of total loans |
|
|
0.26 |
% |
|
|
0.50 |
% |
|
|
0.66 |
% |
|
|
0.96 |
% |
|
|
0.90 |
% |
Nonperforming
assets as a percentage of total loans and other
real estate owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.26 |
% |
|
|
0.54 |
% |
|
|
0.66 |
% |
|
|
0.96 |
% |
|
|
0.92 |
% |
Allowance
for loan losses as a percentage of nonperforming
loans |
|
|
411.63 |
% |
|
|
240.45 |
% |
|
|
182.95 |
% |
|
|
156.28 |
% |
|
|
202.20 |
% |
Allowance
for Loan Losses
In
anticipation of credit risk inherent in our lending business, we set aside
allowances through charges to earnings. Such charges were not only made for the
outstanding loan portfolio, but also for off-balance sheet items, such as
commitments to extend credit or letters of credit. The charges made for the
outstanding loan portfolio were credited to the allowance for loan losses,
whereas charges for off-balance sheet items were credited to the reserve for
off-balance sheet items, which is presented as a component of other liability.
The provision for loan losses is discussed in the section entitled “Provision
for Loan Losses” above.
Management’s
continued emphasis on asset quality control has maintained the lower level of
net loan charge-offs to $908,000 and $102,000 in 2004 and 2003, respectively,
compared to $2.4 million, $3.3 million, and $1.5 million in 2002, 2001, and
2000, respectively. Prior to 2003, the weak business climate adversely impacted
the financial conditions of certain of our clients and increased our net loan
charge-off. The substantial growth of our loan portfolio in the past five years
has required more reserves for potential loan losses. The allowance for loan
losses increased by 42.1%, or $2.1 million, to $11.1 million at December 31,
2004, as compared with $9.0 million at December 31, 2003. Such allowances were
$6.3 million, $5.5 million, and $5.0 million at December 31, 2002, 2001, and
2000, respectively. Despite the increases in loan loss allowances, the rapid
growth of our loan portfolio lowered the ratio of allowance for loan losses to
total loans from 1.82% and 1.50% at the end of 2000 and 2001, respectively, to
1.21% and 1.19% at the end of 2002 and 2003, respectively. The allowance for
loan losses as a percentage of total loans decreased further to 1.09% at the end
of 2004. Management believes that the current ratio of 1.09% is adequate because
no significant loss is anticipated from two SBA piggyback loans representing
more than 65% of our total non-performing loans as of December 31, 2004. We have
the first deed of trust on these SBA loans, and we believe that their
loan-to-value ratios, approximately 50%, are low.
1 During the fiscal year ended December 31,
2004, no interest income related to these loans was included in net income.
Additional interest income of approximately $382,000 would have been recorded
during the year ended December 31, 2004, if these loans had been paid in
accordance with their original terms and had been outstanding throughout the
fiscal year ended December 31, 2004 or, if not outstanding throughout the fiscal
year ended December 31, 2004, since origination.
2 A “restructured loan” is one the terms
of which were renegotiated to provide a reduction or deferral of interest or
principal because of deterioration in the financial position of the
borrower.
3 During the fiscal year
ended December 31, 2004, approximately $6,000 of interest income related to this
loan was included in net income. Additional interest income would be negligible
during the year ended December 31, 2004, if this loan had been paid in
accordance with its original term and had been outstanding throughout the fiscal
year ended December 31, 2004.
Although
management believes the allowance at December 31, 2004 was adequate to absorb
losses from any known and inherent risks in the portfolio, no assurance can be
given that economic conditions which adversely affect our service areas or other
variables will not result in increased losses in the loan portfolio in the
future.
As of
December 31, 2004 and 2003, our allowance for loan losses consisted of amounts
allocated to three phases of our methodology for assessing loan loss allowances,
as follows (see details of methodology for assessing allowance for loan losses
in the section entitled “Critical Accounting Policies”):
Phase
of Methodology |
|
As
of December 31, |
|
|
|
2004 |
|
2003 |
|
Specific
review of individual loans |
|
$ |
541,261 |
|
$ |
288,399 |
|
Review
of pools of loans with similar characteristics |
|
$ |
8,954,465 |
|
$ |
7,442,313 |
|
Judgmental
estimate based on various subjective factors |
|
$ |
1,615,366 |
|
$ |
1,280,359 |
|
The table
below summarizes, for the periods indicated, loan balances at the end of each
period, the daily averages during the period, changes in the allowance for loan
losses arising from loans charged off, recoveries on loans previously charged
off, additions to the allowance and certain ratios related to the allowance for
loan losses:
Allowance
for Loan Losses
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
|
(Dollars
in thousands) |
|
Balances: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
total loans outstanding during period |
|
$ |
905,556 |
|
|
$ |
629,466 |
|
|
$ |
445,548 |
|
|
$ |
316,365 |
|
|
$ |
245,945 |
|
Total
loans outstanding at end of period |
|
$ |
1,020,723 |
|
|
$ |
757,005 |
|
|
$ |
524,541 |
|
|
$ |
371,536 |
|
|
$ |
272,268 |
|
Allowance
for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at beginning of period |
|
$ |
9,011 |
|
|
$ |
6,343 |
|
|
$ |
5,559 |
|
|
$ |
4,968 |
|
|
$ |
3,426 |
|
Actual
charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate secured |
|
|
— |
|
|
|
306 |
|
|
|
106 |
|
|
|
128 |
|
|
|
130 |
|
Commercial
and industrial |
|
|
1,230 |
|
|
|
623 |
|
|
|
2,681 |
|
|
|
3,218 |
|
|
|
1,613 |
|
Consumer
|
|
|
139 |
|
|
|
23 |
|
|
|
41 |
|
|
|
86 |
|
|
|
14 |
|
Total
charge-offs |
|
|
1,369 |
|
|
|
952 |
|
|
|
2,828 |
|
|
|
3,432 |
|
|
|
1,757 |
|
Recoveries
on loans previously charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate secured |
|
|
— |
|
|
|
— |
|
|
|
10 |
|
|
|
— |
|
|
|
92 |
|
Commercial
and industrial |
|
|
419 |
|
|
|
848 |
|
|
|
427 |
|
|
|
86 |
|
|
|
193 |
|
Consumer
|
|
|
42 |
|
|
|
2 |
|
|
|
5 |
|
|
|
2 |
|
|
|
4 |
|
Total
recoveries |
|
|
461 |
|
|
|
850 |
|
|
|
442 |
|
|
|
88 |
|
|
|
289 |
|
Net
loan charge-offs |
|
|
908 |
|
|
|
102 |
|
|
|
2,386 |
|
|
|
3,344 |
|
|
|
1,468 |
|
Provision
for loan losses |
|
|
3,567 |
|
|
|
2,783 |
|
|
|
3,170 |
|
|
|
3,935 |
|
|
|
3,010 |
|
Less:
provision for losses on off balance sheet item |
|
|
559 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at end of period |
|
$ |
11,111 |
|
|
$ |
9,011 |
|
|
$ |
6,343 |
|
|
$ |
5,559 |
|
|
$ |
4,968 |
|
Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loan charge-offs to average total loans |
|
|
0.10 |
% |
|
|
0.02 |
% |
|
|
0.54 |
% |
|
|
1.06 |
% |
|
|
0.60 |
% |
Allowance
for loan losses to total loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at end of period |
|
|
1.09 |
% |
|
|
1.19 |
% |
|
|
1.21 |
% |
|
|
1.50 |
% |
|
|
1.82 |
% |
Net
loan charge-offs to allowance for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
end of period |
|
|
8.17 |
% |
|
|
1.13 |
% |
|
|
37.62 |
% |
|
|
60.15 |
% |
|
|
29.55 |
% |
Net
loan charge-offs to provision for loan losses |
|
|
25.46 |
% |
|
|
3.68 |
% |
|
|
75.27 |
% |
|
|
84.98 |
% |
|
|
48.77 |
% |
The table
below summarizes, for the periods indicated, the balance of allowance for loan
losses and its percentage of such loan balance for each type of loan as of the
dates indicated:
Distribution
and Percentage Composition of Allowance for Loan Losses
|
|
Amount
Outstanding as of December 31, |
|
|
|
(Dollars
in Thousands) |
|
Applicable
to: |
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
Construction
|
|
$ |
66 |
|
|
$ |
80 |
|
|
$ |
140 |
|
|
$ |
130 |
|
|
$ |
28 |
|
Real
estate secured |
|
|
8,081 |
|
|
|
6,991 |
|
|
|
4,583 |
|
|
|
2,364 |
|
|
|
1,660 |
|
Commercial
and industrial |
|
|
2,796 |
|
|
|
1,852 |
|
|
|
1,597 |
|
|
|
3,031 |
|
|
|
3,095 |
|
Consumer
|
|
|
168 |
|
|
|
88 |
|
|
|
23 |
|
|
|
34 |
|
|
|
185 |
|
Total
Allowance |
|
$ |
11,111 |
|
|
$ |
9,011 |
|
|
$ |
6,343 |
|
|
$ |
5,559 |
|
|
$ |
4,968 |
|
Construction
|
|
|
0.59 |
% |
|
|
0.89 |
% |
|
|
2.21 |
% |
|
|
2.34 |
% |
|
|
0.56 |
% |
Real
estate secured |
|
|
72.73 |
% |
|
|
77.58 |
% |
|
|
72.25 |
% |
|
|
42.53 |
% |
|
|
33.41 |
% |
Commercial
and industrial |
|
|
25.17 |
% |
|
|
20.55 |
% |
|
|
25.18 |
% |
|
|
54.52 |
% |
|
|
62.30 |
% |
Consumer
|
|
|
1.51 |
% |
|
|
0.98 |
% |
|
|
0.36 |
% |
|
|
0.61 |
% |
|
|
3.73 |
% |
Total
Allowance |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
Contractual
Obligations
The
following table represents our aggregate contractual obligations to make future
payments as of December 31, 2004:
(Dollars
in thousands)
|
|
One
Year or
Less |
|
Over
One Year To Three
Years |
|
Over
Three Years To Five
Years |
|
Over
Five Years |
|
Total |
|
FHLB
borrowings |
|
$ |
25,536 |
|
$ |
16,141 |
|
$ |
— |
|
$ |
— |
|
$ |
41,677 |
|
Junior
subordinated
debenture |
|
|
1,387 |
|
|
2,764 |
|
|
783 |
|
|
25,464 |
|
|
30,398 |
|
Operating
leases |
|
|
1,350 |
|
|
1,357 |
|
|
480 |
|
|
78 |
|
|
3,265 |
|
Time
deposits |
|
|
552,276 |
|
|
20,823 |
|
|
120 |
|
|
78 |
|
|
573,297 |
|
Total |
|
$ |
580,549 |
|
$ |
41,085 |
|
$ |
1,383 |
|
$ |
25,620 |
|
$ |
648,637 |
|
Off-Balance
Sheet Arrangements
During
the ordinary course of business, we provide various forms of credit lines to
meet the financing needs of our customers. These commitments, which represent a
credit risk to us, are not represented in any form on our balance
sheets.
As of
December 31, 2004, 2003 and 2002, we had commitments to extend credit of $69.5
million, $42.6 million and $37.1 million, respectively. Obligations under
standby letters of credit were $2.8 million, $1.9 million and $1.3 million, for
2004, 2003 and 2002, respectively, and the obligations under commercial letters
of credit were $9.3 million, $7.7 million and $6.3 million for the same
periods.
The
effect on our revenues, expenses, cash flows and liquidity from the unused
portion of the commitments to provide credit cannot be reasonably predicted
because there is no guarantee that the lines of credit will be used. As part of
our asset and liability management strategy, we may engage in derivative
financial instruments, such as interest rate swaps, with the overall goal of
minimizing the impact of interest rate fluctuations on our net interest margin.
Interest rate swaps involve the exchange of fixed-rate and variable-rate
interest payment obligations without the exchange of the underlying notional
amounts. In September 2003, we entered into one interest rate swap agreement,
under which we received a fixed rate and paid a variable rate based on the
three-month LIBOR on the notional amount of $3 million. In January 2004, the
swap arrangement was terminated without any gain or loss by mutual agreement
with the brokerage company.
In the
normal course of business, we are involved in various legal claims. We have
reviewed all legal claims against us with counsel and have taken into
consideration the views of counsel as to the outcome of the claims. In our
opinion, the final disposition of all such claims will not have a material
adverse effect on our financial position and results of operations.
Investment
Activities
Investments
are one of our major source of interest income and are acquired in accordance
with a written comprehensive Investment Policy addressing strategies, types and
levels of allowable investments. This Investment Policy is reviewed at least
annually by the Board of Directors. Management of our investment portfolio is
set in accordance with strategies developed and overseen by our Asset/Liability
Committee. Investment balances, including cash equivalents and interest-bearing
deposits in other financial institutions, are subject to change over time based
on our asset/liability funding needs and interest rate risk management
objectives. Our liquidity levels take into consideration anticipated future cash
flows and all available sources of credits and are maintained at levels
management believes are appropriate to assure future flexibility in meeting
anticipated funding needs.
Cash
Equivalents and Interest-bearing Deposits in other Financial
Institutions
We sell
federal funds, purchase securities under agreements to resell and high-quality
money market instruments, and deposit interest-bearing accounts in other
financial institutions to help meet liquidity requirements and provide temporary
holdings until the funds can be otherwise deployed or invested. As of December
31, 2004, 2003 and 2002, we had $45 million, $50 million and $60.5 million,
respectively, in federal funds sold and repurchase agreements, and $3,000,
$201,000, and $1.7 million, respectively, in interest bearing deposits in other
financial institutions.
Real
Estate Investment Trust
On April
1, 2003, we established the Wilshire Capital Trust, a Maryland real estate
investment trust, for the primary purpose of investing in our real estate
related assets, and to enhance and strengthen our capital position, increase our
earnings, and realize certain tax benefits. We initially funded the trust with
the contribution of $180 million in real estate-secured loans. As of
December 31, 2003, our trust had assets of approximately $185 million. The
formation and capitalization of our real estate investment trust has had no
substantial impact on our estimated 2003 tax accruals, since we determined not
to recognize the proposed tax savings until realized.
In
December 2003, the State of California Franchise Tax Board clarified its
position and management believes that the proposed tax benefits through our
subsidiary trust are no longer realizable in the future. Responding to this
change, we dissolved the trust in March 2004. The dissolution of our trust did
not or will not have a material impact on our existing or future
operations.
Investment
Securities
Management
of our investment securities portfolio focuses on providing an adequate level of
liquidity and establishing an interest rate-sensitive position, while earning an
adequate level of investment income without taking undue risk. We classify our
investment securities as “held-to-maturity” or “available-for-sale”. Investment
securities that we intend to hold until maturity are classified as
held-to-maturity securities, and all other investment securities are classified
as available-for-sale. The carrying values of available-for-sale investment
securities are adjusted for unrealized gains or losses as a valuation allowance
and any gain or loss is reported on an after-tax basis as a component of other
comprehensive income. At December 31, 2004, 2003, and 2002 we also had $10
million, $8 million, and $0, respectively, in money market preferred stock
(“MMPS”), which is classified as available-for-sale securities. MMPS is a form
of equity security having characteristics similar to money market investments
such as commercial paper and offers attractive tax-equivalent yields with a 70%
dividend received deduction. MMPS is re-auctioned every 49 or 90
days.
The following table summarizes the book value and
market value and distribution of our investment securities as of the dates
indicated:
Investment
Securities Portfolio
(Dollars
in Thousands)
|
|
As
of December 31, 2004 |
|
As
of December 31, 2003 |
|
As
of December 31, 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost |
|
|
|
|
|
|
|
Held
to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government sponsored enterprises |
|
$ |
28,073 |
|
$ |
27,976 |
|
$ |
19,084 |
|
$ |
19,002 |
|
$ |
20,462 |
|
$ |
20,632 |
|
Collateralized
mortgage obligation |
|
|
379 |
|
|
371 |
|
|
694 |
|
|
692 |
|
|
— |
|
|
— |
|
Municipal
securities |
|
|
810 |
|
|
814 |
|
|
1,055 |
|
|
1,074 |
|
|
|
|
|
— |
|
Corporate
securities |
|
|
— |
|
|
— |
|
|
2,594 |
|
|
2,623 |
|
|
4,612 |
|
|
4,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government sponsored enterprises |
|
|
39,945 |
|
|
39,732 |
|
|
29,318 |
|
|
29,359 |
|
|
24,170 |
|
|
24,248 |
|
Mortgage
backed securities |
|
|
32,183 |
|
|
32,031 |
|
|
15,022 |
|
|
14,871 |
|
|
3,785 |
|
|
3,872 |
|
Corporate
securities |
|
|
3,994 |
|
|
3,950 |
|
|
12,362 |
|
|
12,766 |
|
|
6,731 |
|
|
6,594 |
|
Money
market preferred stock |
|
|
10,000 |
|
|
10,000 |
|
|
8,000 |
|
|
8,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
$ |
115,384 |
|
$ |
114,874 |
|
$ |
88,129 |
|
$ |
88,387 |
|
$ |
59,760 |
|
$ |
60,092 |
|
The
following table summarizes the maturity and repricing schedule of our investment
securities at their carrying values and their weighted average yields at
December 31, 2004:
Investment
Maturities and Repricing Schedule
(Dollars
in Thousands)
|
|
Within
One Year |
|
|
After
One But
Within
Five Years |
|
|
After
Five But
Within
Ten Years |
|
|
After
Ten years |
|
|
|
|
Total |
|
|
|
Amount |
|
Yield |
|
|
Amount |
|
Yield |
|
|
Amount |
|
Yield |
|
|
Amount |
|
Yield |
|
|
Amount |
|
Yield |
|
Held to
Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government sponsored enterprises |
|
$ |
1,000 |
|
|
4.25 |
% |
|
$ |
18,977 |
|
|
2.95 |
% |
|
$ |
8,096 |
|
|
3.19 |
% |
|
|
— |
|
|
— |
|
|
$ |
28,073 |
|
|
3.07 |
% |
Collateralized
mortgage obligation. |
|
|
— |
|
|
— |
|
|
|
379 |
|
|
3.79 |
% |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
379 |
|
|
3.79 |
% |
Municipal
securities |
|
|
— |
|
|
— |
|
|
|
810 |
|
|
4.12 |
% |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
810 |
|
|
4.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government sponsored enterprises |
|
|
— |
|
|
— |
|
|
|
35,765 |
|
|
3.24 |
% |
|
|
3,967 |
|
|
4.43 |
% |
|
|
— |
|
|
— |
|
|
|
39,732 |
|
|
3.36 |
% |
Mortgage
backed securities |
|
|
11,041 |
|
|
3.33 |
% |
|
|
20,990 |
|
|
3.59 |
% |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
32,031 |
|
|
3.50 |
% |
Corporate
securities |
|
|
— |
|
|
— |
|
|
|
1,010 |
|
|
4.20 |
% |
|
|
1,926 |
|
|
4.89 |
% |
|
|
1,014 |
|
|
6.70 |
% |
|
|
3,950 |
|
|
5.18 |
% |
Money
Market Preferred Stock |
|
|
10,000 |
|
|
2.07 |
% |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
10,000 |
|
|
2.07 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investment securities |
|
$ |
22,041 |
|
|
2.80 |
% |
|
$ |
77,931 |
|
|
3.29 |
% |
|
$ |
13,989 |
|
|
3.78 |
% |
|
$ |
1,014 |
|
|
6.70 |
% |
|
$ |
114,975 |
|
|
3.28 |
% |
Our
investment securities holdings increased by $26.6 million, or 30.1%, to $115.0
million at December 31, 2004, compared to holdings of $88.4 million at December
31, 2003. Holdings at December 31, 2002 were $59.8 million. Total investment
securities as a percentage of total assets were 9.1% and 9.0% at December 31,
2004 and 2003, respectively, compared to 8.6% at December 31, 2002. As of
December 31, 2004, investment securities having a carrying value of $86.2
million were pledged to secure certain deposits.
As of
December 31, 2004, held-to-maturity securities, which are carried at their
amortized costs, increased to $29.3 million from $23.4 million and $25.1 million
at December 31, 2003 and 2002, respectively. Available-for-sale securities,
which are stated at their fair market values, increased to $85.7 million at
December 31, 2004 from $65.0 million and $34.7 million at December 31, 2003 and
2002, respectively. These increases reflect a strategy of improving our
liquidity level using available-for-sale securities, in addition to immediately
available funds, the majority of which are maintained in the form of overnight
investments.
The
following tables show our investments’ gross unrealized losses and fair value,
aggregated by investment category and length of time that individual securities
have been in a continuous unrealized loss position, at December 31, 2004 and
2003, respectively.
As
of December 31, 2004 |
|
|
|
|
|
|
|
|
|
(Dollars
in thousands) |
|
|
|
Less
than 12 months |
|
12
months or longer |
|
Total |
|
|
|
|
|
Gross |
|
|
|
Gross |
|
|
|
Gross |
|
|
|
|
|
Unrealized |
|
|
|
Unrealized |
|
|
|
Unrealized |
|
DESCRIPTION
OF SECURITIES |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Securities
of government
sponsored
enterprises |
|
$ |
50,789 |
|
$ |
(267 |
) |
$ |
3,934 |
|
$ |
(66 |
) |
$ |
54,723 |
|
$ |
(333 |
) |
Collateralized
mortgage
obligation |
|
|
1,915
|
|
|
(29 |
) |
|
2,747
|
|
|
(77 |
) |
|
4,662
|
|
|
(106 |
) |
Mortgage
backed securities |
|
|
11,970
|
|
|
(123 |
) |
|
2,949
|
|
|
(40 |
) |
|
14,919
|
|
|
(163 |
) |
Municipal
securities |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Corporate
securities |
|
|
1,926
|
|
|
(59 |
) |
|
— |
|
|
— |
|
|
1,926
|
|
|
(59 |
) |
|
|
$ |
66,600 |
|
$ |
(478 |
) |
$ |
9,630 |
|
$ |
(183 |
) |
$ |
76,230 |
|
$ |
(661 |
) |
As
of December 31, 2003 |
|
|
|
|
|
|
|
|
|
(Dollars
in thousands) |
|
|
|
Less
than 12 months |
|
12
months or longer |
|
Total |
|
|
|
|
|
Gross |
|
|
|
Gross |
|
|
|
Gross |
|
|
|
|
|
Unrealized |
|
|
|
Unrealized |
|
|
|
Unrealized |
|
DESCRIPTION
OF SECURITIES |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Securities
of government
Sponsored
enterprises |
|
$ |
20,906 |
|
$ |
(159 |
) |
|
— |
|
|
— |
|
$ |
20,906 |
|
$ |
(159 |
) |
Collateralized
mortgage
obligation |
|
|
4,297
|
|
|
(83 |
) |
|
— |
|
|
— |
|
|
4,297
|
|
|
(83 |
) |
Mortgage
backed securities |
|
|
7,447 |
|
|
(111 |
) |
|
— |
|
|
— |
|
|
7,447 |
|
|
(111 |
) |
Municipal
securities |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Corporate
securities |
|
|
990
|
|
|
(20 |
) |
|
— |
|
|
— |
|
|
990
|
|
|
(20 |
) |
|
|
$ |
33,640 |
|
$ |
(373 |
) |
|
— |
|
|
— |
|
$ |
33,640 |
|
$ |
(373 |
) |
As of
December 31, 2004, the total unrealized losses less than 12 months old were
$478,000, and total unrealized losses more than 12 months old were $183,000. The
aggregate related fair value of investments with unrealized losses less than 12
months old is $66.6 million and those with unrealized losses more than 12 months
old is $9.6 million.
· |
Securities
Guaranteed by an Agency of the U.S. Government.
The unrealized losses on our investment in U.S. government agency, federal
agency mortgage backed, and federal agency collaterized mortgage
obligations securities were caused by interest rate increases. The
contractual cash flows of these investments are guaranteed by an agency of
the U.S. government. Accordingly, it is expected that the securities would
not be settled at a price less than the amortized cost of our investment.
Because the decline in market value is attributable to changes in interest
rates and not to credit quality, and because the Bank has the ability and
intent to hold these investments until a recovery of fair value, which may
be at maturity, we do not consider these investments to be
other-than-temporarily impaired at December 31, 2004 and
2003. |
· |
Corporate
Securities.
The unrealized losses on our investment in corporate securities were
primarily caused by interest rate increases. The corporate security that
was primarily affected by interest rate increases was one position in
General Electric (GE). GE is rated Aaa/AAA by Moody’s and Standard &
Poor’s, respectively, and therefore, it is expected that the securities
would not be settled at a price less than the amortized cost of our
investment. Because the decline in market value is attributable to changes
in interest rates and not to credit quality, and because the Bank has the
ability and intent to hold these investments until a recovery of fair
value, which may be at maturity, we do not consider these investments to
be other-than-temporarily impaired at December 31,
2004. |
Other
Earning Assets
For
various business purposes, we make investments in earning assets other than the
interest-earning securities discussed above. Before 2003, the only other earning
assets held by us were insignificant amounts of Federal Home Loan Bank stock and
the cash surrender value on the bank owned life insurances (“BOLI”).
During
2003, in an effort to provide additional benefits aimed at retaining key
employees, while generating a tax-exempt noninterest income stream, we purchased
$10.5 million in BOLI from insurance carriers rated AA or above. We are the
owner and the primary beneficiary of the life insurance policies and recognize
the increase of the cash surrender value of the policies as tax-exempt other
income.
We also
invested in two low-income housing tax credit funds (“LIHTCF”) to promote our
participation in CRA activities. We committed to invest, over the next two to
three years, a total of $3 million to two different LIHTCF - $1 million in
Apollo California Tax Credit Fund XXII, LP, and $2 million in Hudson Housing Los
Angeles Revitalization Fund, LP. We anticipate receiving the return following
this two to three-year period in the form of tax credits and tax deductions over
the next fifteen years.
The
balances of other earning assets as of December 31, 2004 and December 31, 2003
were as follows:
Type |
|
Balance
as of
December
31, 2004 |
|
Balance
as of
December
31, 2003 |
|
BOLI |
|
$ |
11,536,000 |
|
$ |
11,100,000 |
|
LIHTCF |
|
$ |
1,784,000 |
|
$ |
1,227,000 |
|
Federal
Home Loan Bank Stock |
|
$ |
4,372,000 |
|
$ |
1,510,000 |
|
Deposits
and Other Sources of Funds
Deposits
Deposits
are our primary source of funds. Total deposits at December 31, 2004, 2003 and
2002 were $1.1 billion, $856.6 million and $618.9 million, respectively,
representing an increase of $242.5 million, or 28.3%, in 2003 and $237.6
million, or 38.4%, in 2003. The average deposits for the years ended December
31, 2004, 2003 and 2002 were $984.6 million, $722.7 million, and $525.7 million,
respectively. Thus, average deposits grew by $261.9 million (36.2%) in 2004, and
by $197.0 million (37.5%) in 2003.
Due to
strategic emphasis by management, average core deposits, which is defined as
total deposits less time deposits in denominations of $100,000 or more,
increased by 24.9% in 2004 to $610.7 million, following an increase of 34.5% in
2003 to $488.9 million from $340.9 million in 2002. However, in the past few
years we also increased our reliance on time deposits in denominations of
$100,000 or more, including brokered deposits, in order to take advantage of
their relatively low costs. As a result, the percentage of average core deposits
to average total deposits decreased to 62.0% in 2004 from 67.6% in 2003 and
64.8% in 2002. See “Net Interest Income and Net Interest Margin” for further
discussion.
The following tables summarize the distribution of
average daily deposits and the average daily rates paid for the periods
indicated:
Average
Deposits
|
|
For
the Years Ended December 31, |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
Average
Balance |
|
Average
Rate |
|
|
Average
Balance |
|
Average
Rate |
|
|
Average
Balance |
|
Average
Rate |
|
|
|
(Dollars
in Thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand,
noninterest-bearing |
|
$ |
252,021 |
|
|
|
|
|
$ |
201,360 |
|
|
|
|
|
$ |
161,271 |
|
|
|
|
Money
market |
|
|
193,120 |
|
|
1.87 |
% |
|
|
107,062 |
|
|
1.67 |
% |
|
|
68,404 |
|
|
1.77 |
% |
Super
NOW |
|
|
21,542 |
|
|
0.77 |
% |
|
|
17,494 |
|
|
0.83 |
% |
|
|
16,243 |
|
|
1.02 |
% |
Savings |
|
|
26,322 |
|
|
0.75 |
% |
|
|
22,754 |
|
|
0.74 |
% |
|
|
18,540 |
|
|
0.73 |
% |
Time
certificates of deposit in
denominations
of $100,000 or more |
|
|
373,888 |
|
|
2.33 |
% |
|
|
233,763 |
|
|
2.50 |
% |
|
|
184,802 |
|
|
2.74 |
% |
Other
time deposits |
|
|
117,697 |
|
|
2.54 |
% |
|
|
140,243 |
|
|
2.35 |
% |
|
|
76,460 |
|
|
3.03 |
% |
Total
deposits |
|
$ |
984,590 |
|
|
1.59 |
% |
|
$ |
722,676 |
|
|
1.56 |
% |
|
$ |
525,720 |
|
|
1.69 |
% |
The
scheduled maturities of our time deposits in denominations of $100,000 or
greater at December 31, 2004 are, as follows:
Maturities
of Time Deposits of $100,000 or More, at December 31, 2004
(Dollars
in Thousands)
Three
months or less |
|
$ |
262,532 |
|
Over
three months through six months |
|
|
92,730 |
|
Over
six months through twelve months |
|
|
85,193 |
|
Over
twelve months |
|
|
8,072 |
|
Total |
|
$ |
448,527 |
|
Because
our client base is comprised primarily of commercial and industrial accounts,
individual account balances are generally higher than those of consumer-oriented
banks. A number of clients carry deposit balances of more than 1% of our total
deposits, but only two customers, including the California State Treasury, had a
deposit balance of more than 3% of total deposits in 2004.
In order
to take advantage the historically low costs, we also accepted brokered deposits
on a selective basis at reasonable interest rates to augment deposit growth. The
balance of these brokered deposits were $47.3 million, $52.6 million, and $49.2
million at December 31, 2004, 2003, and 2002, respectively. Most of the brokered
deposits will mature within one year. Because brokered deposits are generally
less stable forms of deposits, management closely monitors fund growth from this
non-core funding source.
FHLB
Borrowings
Although
deposits are the primary source of funds for our lending and investment
activities and for general business purposes, we may obtain advances from the
Federal Home Loan Bank of San Francisco (“FHLB”) as an alternative to retail
deposit funds. Since 2002, we have increased borrowings from FHLB in order to
take advantage of the flexibility of the program and its reasonably low cost.
See “Liquidity
Management” below
for the details on the FHLB borrowings program.
The
following table is a summary of FHLB borrowings for fiscal years 2004 and
2003:
|
|
2004 |
|
2003 |
|
Balance
at year-end |
|
$ |
41,000,000 |
|
$ |
29,000,000 |
|
Average
balance during the year |
|
$ |
43,759,563 |
|
$ |
17,189,041 |
|
Maximum
amount outstanding at any month-end |
|
$ |
55,000,000 |
|
$ |
30,000,000 |
|
Average
interest rate during the year |
|
|
1.56 |
% |
|
1.34 |
% |
Average
interest rate at year-end |
|
|
2.08 |
% |
|
1.23 |
% |
Junior
Subordinated Debentures; Trust Preferred Securities
2002
Bank Level Junior Subordinated Debenture. In
December 2002, the Bank issued a $10 million Junior Subordinated Debenture (the
“2002 debenture”). The interest rate payable on the 2002 debenture was 5.65% at
December 31, 2004, which rate adjusts quarterly to the three-month LIBOR plus
3.10%. The 2002 debenture will mature on December 26, 2012. Interest on the 2002
debenture is payable quarterly and no scheduled payments of principal are due
prior to maturity. The Bank may redeem the 2002 debenture in whole or in part
prior to maturity on or after December 26, 2007.
The 2002
debenture is treated as Tier 2 capital for Bank regulatory capital purposes.
Likewise, on a consolidated basis, the 2002 debenture also is treated as Tier 2
capital for Company-level capital purposes under current Federal Reserve Board
capital guidelines.
2003
Junior Subordinated Debenture; Trust Preferred Securities
Issuance. In
December 2003, the Company initially was formed as a wholly-owned subsidiary of
the Bank, in order to raise additional capital funds through the issuance of
trust preferred securities. In turn and prior
to the completion of the August 2004 bank holding company
reorganization, the
Company organized its wholly owned subsidiary, Wilshire Statutory Trust, which
issued $15 million in trust preferred securities. The Company then purchased all
of the common interest in the Wilshire Statutory Trust ($464,000) and issued the
2003 Junior Subordinated Debenture (the “2003 debenture”) in the amount of
$15.464 million to the Wilshire Statutory Trust with terms substantially similar
to the 2003 trust preferred securities in exchange for the proceeds from the
issuance of the Wilshire Statutory Trust’s 2003 trust preferred securities and
common securities. The Company subsequently deposited the proceeds from the 2003
debenture in a depository account at the Bank and infused $14.5 million as
additional equity capital to the Bank immediately following the holding company
reorganization. The rate of interest on the 2003 debenture and related trust
preferred securities was 5.35% at December 31, 2004, which adjusts quarterly to
the three-month LIBOR plus 2.85%. The 2003 debenture and related trust preferred
securities will mature on December 17, 2033. The interest on both the 2003
debenture and related trust preferred securities is payable quarterly and no
scheduled payments of principal are due prior to maturity. The Company may
redeem the 2003 debenture (and in turn the trust preferred securities) in whole
or in part prior to maturity on or after December 17, 2008.
Payments
of distributions on the trust preferred securities and payments on redemption of
the trust preferred securities were originally guaranteed by the Company and the
Bank. The Bank’s guarantee was subsequently terminated following the holding
company reorganization. The 2003 debenture is senior to our shares of common
stock. As a result, we must make payments on the 2003 debenture before any
dividends can be paid on our common stock and in the event of our bankruptcy,
dissolution or liquidation, the holder of the 2003 debenture must be satisfied
before any distributions can be made to the holders of our common stock. We have
the right to defer distributions on the 2003 debenture and related trust
preferred securities for up to five years, during which time no dividends may be
paid to holders of our common stock.
On March
1, 2005, the Federal Reserve Board adopted a final rule that allows continued
inclusion of trust preferred securities in the Tier 1 capital of bank holding
companies, subject to stricter quantitative limits. Under the final rule, bank
holding companies may include trust preferred securities in Tier 1 capital in an
amount (together with other restricted core capital elements) equal to 25% of
the sum of core capital elements (including restricted core capital elements)
net of goodwill less any associated deferred tax liability. Amounts in excess of
these limits will generally be included in Tier 2 capital. For purposes of this
rule, restricted core capital elements are generally to be comprised of
qualifying cumulative perpetual preferred stock and related surplus, minority
interest related to qualifying cumulative perpetual preferred stock directly
issued by a consolidated U.S. depository institution or foreign bank subsidiary,
minority interest related to qualifying common stock or qualifying cumulative
perpetual preferred stock directly issued by a consolidated subsidiary that is
neither a U.S. depository institution or a foreign bank and qualifying trust
preferred securities.
The final
rule provides a transition period for bank holding companies to come into
compliance with these new capital restrictions. Accordingly, while the final
rule will become effective on the first day of the calendar quarter following 30
days after publication of the rule in the Federal Register (either April 1, 2005
or July 1, 2005, depending on the publication date), for practical purposes,
bank holding companies will have until March 31, 2009 (an extension of the March
31, 2007 transition period under the proposed rule) to come into compliance with
the final rule’s capital restrictions due to the transition period. In extending
the transition period to 2009, the Federal Reserve noted that the extended
period will provide bank holding companies with existing trust preferred
securities with call features after the first five years an opportunity to
restructure their capital elements in order to conform to the limited of the
final rule.
Under the
final rule, as of December 31, 2004, Wilshire Bancorp would have been able to
count 100% of the amount of its trust preferred securities as Tier 1 capital.
Asset/Liability
Management
Management
seeks to ascertain optimum and stable utilization of available assets and
liabilities as a vehicle to attain our overall business plans and objectives. In
this regard, management focuses on measurement and control of liquidity risk,
interest rate risk and market risk, capital adequacy, operation risk and credit
risk. See “Risk Factors” for further discussion on these risks. Information
concerning interest rate risk management is set forth under “Item 7A -
Quantitative and Qualitative Disclosures about Market Risk.”
Liquidity
Management
Maintenance
of adequate liquidity requires that sufficient resources be available at all
time to meet our cash flow requirements. Liquidity in a banking institution is
required primarily to provide for deposit withdrawals and the credit needs of
its customers and to take advantage of investment opportunities as they arise.
Liquidity management involves our ability to convert assets into cash or cash
equivalents without incurring significant loss, and to raise cash or maintain
funds without incurring excessive additional cost. For this purpose, we maintain
a portion of our funds in cash and cash equivalents, deposits in other financial
institutions and loans and securities available for sale. Our liquid assets at
December 31, 2004, 2003 and 2002 totaled approximately $205.8 million, $195.8
million and $154.9 million, respectively. Our liquidity level measured as the
percentage of liquid assets to total assets was 16.3%, 19.9% and 22.4% at
December 31, 2004, 2003 and 2002, respectively.
As a
secondary source of liquidity, we rely on advances from the FHLB to supplement
our supply of lendable funds and to meet deposit withdrawal requirements.
Advances from the FHLB are typically secured by our mortgage loans and stock
issued by the FHLB. Advances are made pursuant to several different programs.
Each credit program has its own interest rate and range of maturities. Depending
on the program, limitations on the amount of advances are based either on a
fixed percentage of an institution’s net worth or on the FHLB’s assessment of
the institution’s creditworthiness. While this fund provides flexibility and low
cost, we limit our use to 70% of borrowing capacity, as such borrowing does not
qualify as core funds. As of December 31, 2004, our borrowing capacity from the
FHLB was about $293 million and the outstanding balance was $41 million, or
approximately 14% of our borrowing capacity. We also maintain a guideline to
purchase up to $10 million in federal funds with Union Bank of
California.
Capital
Resources and Capital Adequacy Requirements
Historically,
our primary source of capital has been internally generated operating income
through retained earnings. In order to ensure adequate levels of capital, we
conduct ongoing assessments of projected sources and uses of capital in
conjunction with projected increases in assets and level of risks. We have
considered, and we will continue to consider, additional sources of capital as
the need arises, whether through the issuance of additional securities, debt or
otherwise.
At
December 31, 2004, total shareholders’ equity increased to $88.3 million from
$58.7 million representing an increase of $29.6 million, primarily from
internally generated operating income and stock option exercises which includes
the $8.7 million tax benefits. At December 31, 2003, total shareholders’ equity
increased to $58.7 million, representing an increase of $13.3 million from $45.4
million at December 31, 2002, attributable primarily to internally generated
operating income and stock option exercises and the tax benefits therefrom. In
addition, during the past two years, we raised $25.5 million in supplemental
capital (regulatory tier 2 capital) by issuing $10 million in Junior
Subordinated Debentures in December 2002 and another $15.5 million in Junior
Subordinated Debentures in December 2003 issued in relation with the trust
preferred securities. See “Deposits and Other Sources of Funds” for further
discussion for the subordinated debentures. As of December 31, 2004, we had no
material commitments for capital expenditures.
We are
subject to various regulatory capital requirements administered by federal
banking agencies. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, we must meet specific capital guidelines that rely
on quantitative measures of our assets, liabilities and certain
off-balance-sheet items as calculated under regulatory accounting practices.
Failure
to meet minimum capital requirements can trigger regulatory actions under the
prompt corrective action rules that
could have a material adverse effect on our financial statements and
operations. Prompt
corrective action may include regulatory enforcement actions that restrict
dividend payments, require the adoption of remedial measures to increase
capital, terminate FDIC deposit insurance, and mandate the appointment of a
conservator or receiver in severe cases. In addition, failure to maintain a
well-capitalized status may adversely affect the evaluation of regulatory
applications for specific transactions and activities, including acquisitions,
continuation and expansion of existing activities, and commencement of new
activities, and could adversely affect our business relationships with our
existing and prospective clients. The aforementioned regulatory consequences for
failing to maintain adequate ratios of Tier 1 and Tier 2 capital could have a
material adverse effect on our financial condition and results of
operations. Our
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors. (See PART
I, Item 1 “Description of Business -- Regulation and Supervision -- Capital
Adequacy Requirements” herein for exact definitions and regulatory capital
requirements.)
As of
December 31, 2004, we were qualified as a “well capitalized institution” under
the regulatory framework for prompt corrective action. The following table
presents the regulatory standards for well-capitalized institutions, compared to
our capital ratios as of the dates specified for Wilshire Bancorp, Inc and
Wilshire State Bank:
Wilshire
Bancorp, Inc. |
Regulatory
Well-
Capitalized
Standards |
Regulatory
Adequately-Capitalized
Standards |
Actual
ratios for the Company as of: |
|
December
31, 2004 |
December
31, 2003 |
December
31, 2002 |
Total
capital to risk-weighted assets |
10% |
8% |
11.95% |
11.59% |
11.45% |
Tier
I capital to risk-weighted assets |
6% |
4% |
9.87% |
7.29% |
8.40% |
Tier
I capital to adjusted average assets |
5% |
4% |
8.35% |
6.36% |
7.00% |
Wilshire
State Bank |
Regulatory
Well-
Capitalized
Standards |
Regulatory
Adequately-Capitalized
Standards |
Actual
ratios for the Company as of: |
|
December
31, 2004 |
December
31, 2003 |
December
31, 2002 |
Total
capital to risk-weighted assets |
10% |
8% |
11.92% |
11.59% |
11.45% |
Tier
I capital to risk-weighted assets |
6% |
4% |
9.84% |
7.29% |
8.40% |
Tier
I capital to adjusted average assets |
5% |
4% |
8.33% |
6.36% |
7.00% |
Recent
Accounting Pronouncements
In
January 2003, the Financial Accounting Standard Board (“FASB”) issued
Interpretation No. 46 — Consolidation
of Variable Interest Entities
(“FIN 46”). In December 2003, the FASB revised FIN 46 and codified certain
FASB Staff Positions previously issued for FIN 46 (“FIN 46R”). The objective of
FIN 46 as originally issued, and as revised by FIN 46R, was to improve financial
reporting by companies involved with variable interest entities. Prior to the
effectiveness of FIN 46, a company generally included another entity in its
consolidated financial statements only if it controlled the entity through
voting interests. FIN 46 changed that standard by requiring a variable interest
entity to be consolidated by a company if that company was subject to a majority
of the risk of loss from the variable interest entity’s activities or entitled
to receive a majority of the entity’s residual returns or both. The
consolidation requirements of FIN 46 applied immediately to variable interest
entities created after January 31, 2003. The consolidation requirements applied
to older entities in the first fiscal year or interim period beginning after
June 15, 2003. The provisions of FIN 46R were required to be adopted prior
to the first reporting period that ended after March 15, 2004. Our adoption
of FIN 46 and FIN 46R did not have a significant impact on the financial
position, results of operations or cash flows of the Company.
In
December 2003, the Accounting Standards Executive Committee of the AICPA issued
Statement of Position No. 03-3 (“SOP 03-3”), Accounting
for Certain Loans or Debt Securities Acquired in a Transfer. SOP
03-3 addresses the accounting for differences between the contractual cash flows
and the cash flows expected to be collected from purchased loans or debt
securities if those differences are attributable, in part, to credit quality.
SOP 03-3 requires purchased loans and debt securities to be recorded initially
at fair value based on the present value of the cash flows expected to be
collected with no carryover of any valuation allowance previously recognized by
the seller. Interest income should be recognized based on the effective yield
from the cash flows expected to be collected. To the extent that the purchased
loans or debt securities experience subsequent deterioration in credit quality,
a valuation allowance would be established for any additional cash flows that
are not expected to be received. However, if more cash flows subsequently are
expected to be received than originally estimated, the effective yield would be
adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt
securities acquired after December 31, 2004. The Company anticipates that the
implementation of SOP 03-3 is not expected to have a significant effect on the
consolidated financial statements.
In March
2004, the Emerging Issues Task Force (EITF) reached consensus on the guidance
provided in EITF Issue No. 03-1, The
Meaning of Other-Than-Temporary Impairment and its Application to Certain
Investments (EITF
03-1) as applicable to debt and equity securities that are within the scope of
SFAS No. 115,
Accounting for Certain Investments in Debt and Equity
Securities and
equity securities that are accounted for using the cost method specified in
Accounting Policy Board Opinion No. 18, The
Equity Method of Accounting for Investments in Common Stock.
An investment is impaired if the fair value of the investment is less than its
cost. EITF 03-1 outlines that an impairment would be considered
other-than-temporary unless: (a) the investor has the ability and intent to hold
an investment for a reasonable period of time sufficient for the recovery of the
fair value up to (or beyond) the cost of the investment, and (b) evidence
indicating that the cost of the investment is recoverable within a reasonable
period of time outweighs evidence to the contrary. Although not presumptive, a
pattern of selling investments prior to the forecasted recovery of fair value
may call into question the investor’s intent. In addition, the severity
and duration of the impairment should also be considered in determining whether
the impairment is other-than-temporary.
In
September 2004 the FASB staff issued a proposed Board-directed FASB Staff
Position, FSP EITF Issue 03-1-a, Implementation Guidance for the Application of
Paragraph 16 of EITF Issue No. 03-1. The proposed FSP would provide
implementation guidance with respect to debt securities that are impaired solely
due to interest rates and/or sector spreads and analyzed for
other-than-temporary impairment under paragraph 16 of Issue 03-1. The Board also
issued FSP EITF Issue 03-1-b, which delays the effective date for the
measurement and recognition guidance contained in paragraphs 10-20 of EITF 03-1.
The delay does not suspend the requirement to recognize other-than-temporary
impairments as required by existing authoritative literature. Adoption of
this standard may cause us to recognize impairment losses in the Consolidated
Statements of Operations, which would not have been recognized under the current
guidance or to recognize such losses in earlier periods, especially those due to
increases in interest rates. Since fluctuations in the fair value for
available-for-sale securities are already recorded in Accumulated Other
Comprehensive Income, adoption of this standard is not expected to have a
significant impact on shareholders’ equity.
In
December 2004, the FASB issued SFAS No.153 - Exchanges
of Nonmonetary Assets, which
eliminates the exception from fair value measurement for nonmonetary exchanges
of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
Accounting
for Nonmonetary Transactions, and
replaces it with an exception for exchanges that do not have commercial
substance. This statement specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The provisions of this statement
shall be effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. This statement is not expected to have a
significant effect on the consolidated financial statements.
In
December 2004, the FASB issued SFAS 123R, which revises SFAS 123 and supersedes
APB 25. Accounting and reporting under SFAS 123R is generally similar to the
SFAS 123 approach except that SFAS 123R requires all share-based payments to
employees, including grants of stock options and stock appreciation rights, to
be recognized in the income statement based on their fair values. The provisions
of SFAS 123R are effective for the first interim period of the Company beginning
on July 1, 2005. We are currently evaluating both the timing and method of
adopting the new standard.
Impact
of Inflation; Seasonality
Inflation
primarily impacts us by its effect on interest rates. Our primary source of
income is net interest income, which is affected by changes in interest rates.
We attempt to limit the impact of inflation on our net interest margin through
management of rate-sensitive assets and liabilities and the analysis of interest
rate sensitivity. The effect of inflation on premises and equipment as well as
noninterest expenses has not been significant for the periods covered in this
report. Our business is generally not seasonal.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
Market
risk is the risk of loss from adverse changes in market prices and rates. Our
market risk arises primarily from interest rate risk inherent in lending,
investing and deposit taking activities. Management evaluates market risk
pursuant to policies reviewed and approved annually by our Board of Directors.
The Board delegates responsibility for market risk management to the Asset &
Liability Management Committee (“ALCO”), which reports monthly to the Board on
activities related to market risk management. As part of the management of our
market risk, ALCO may direct changes in the mix of assets and liability and the
use of derivatives. To that end, management actively monitors and manages its
interest rate risk exposures.
Interest
rate risk management involves development, analysis, implementation and
monitoring of earnings to provide stable earnings and capital levels during
periods of changing interest rates. In the management of interest rate risk, we
utilize monthly gap analysis and quarterly simulation modeling to determine the
sensitivity of net interest income and economic value sensitivity of the balance
sheet. These techniques are complementary and are used together to provide a
more accurate measurement of interest rate risk.
Gap
analysis measures the repricing mismatches between assets and liabilities. The
interest rate sensitivity gap is determined by subtracting the amount of
liabilities from the amount of assets that reprice in a particular time
interval. If repricing assets exceed repricing liabilities in any given time
period, we would be deemed to be “asset-sensitive” for that period. Conversely,
if repricing liabilities exceed repricing assets in a given time period, we
would be deemed to be “liability-sensitive” for that period.
We
normally seek to maintain a balanced position over the period of one year to
ensure net interest margin stability in times of volatile interest rates. This
is accomplished by maintaining a similar level of loans and investment
securities and deposits available to be repriced within one year. At December
31, 2004, we were asset-sensitive, with a positive cumulative one-year gap of
$158.0 million or 12.48% of total assets. In general, based upon our mix of
deposits, loans and investments, increases in interest rates would be expected
to increase our net interest margin. Decreases in interest rates would be
expected to have the opposite effect, which was the case in the past three
years. We intentionally maintain a significant three-month positive gap of
$296.6 million or 30.16% of total assets. This positive gap is strategically
planned to meet any unanticipated funding needs by maintaining a large portion
of funds obtained from non-interest bearing deposits in overnight investments
and other cash equivalents.
The
change in net interest income may not always follow the general expectations of
an “asset-sensitive” or a “liability-sensitive” balance sheet during periods of
changing interest rates. This possibility results from interest rates earned or
paid changing by differing increments and at different time intervals for each
type of interest-sensitive asset and liability. The interest rate gaps reported
in the tables arise when assets are funded with liabilities having different
repricing intervals. Since these gaps are actively managed and change daily as
adjustments are made in interest rate views and market outlook, positions at the
end of any period may not reflect our interest rate sensitivity in subsequent
periods. We attempt to balance longer-term economic views against prospects for
short-term interest rate changes.
Although
the interest rate sensitivity gap is a useful measurement and contributes to
effective asset and liability management, it is difficult to predict the effect
of changing interest rates based solely on that measure. As a result, the ALCO
also regularly uses simulation modeling as a tool to measure the sensitivity of
earnings and net portfolio value (“NPV”) to interest rate changes. The NPV is
defined as the net present value of an institution’s existing assets,
liabilities and off-balance sheet instruments. The simulation model captures all
assets, liabilities and off-balance sheet financial instruments accounting for
significant variables, that are believed to be affected by interest rates. These
include prepayment speeds on loans, cash flows of loans and deposits, principal
amortization, call options on securities, balance sheet growth assumptions and
changes in rate relationships as various rate indices react differently to
market rates.
The
following table sets forth the interest rate sensitivity of our interest-earning
assets and interest-bearing liabilities as of December 31, 2004 using the
interest rate sensitivity gap ratio. For purposes of the following table, an
asset or liability is considered rate-sensitive within a specified period when
it can be repriced or matures within its contractual terms. Actual payment
patterns may differ from contractual payment patterns.
Interest
Rate Sensitivity Analysis
|
|
At
December 31, 2004 |
|
|
|
Amounts
Subject to Repricing Within |
|
|
|
0-3
months |
|
3-12
months |
|
1-5
years |
|
After
5 years |
|
Total |
|
Interest-earning
assets: |
|
(Dollars
in Thousands) |
Gross
loans1 |
|
$ |
938,025 |
|
$ |
7,759 |
|
$ |
32,845 |
|
$ |
44,734 |
|
$ |
1,023,363 |
|
Investment
securities |
|
|
10,151 |
|
|
11,891 |
|
|
77,930 |
|
|
15,002 |
|
|
114,974 |
|
Federal
funds sold and cash equivalents |
|
|
45,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
45,000 |
|
Interest-earning
deposits |
|
|
3 |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
|
Total
|
|
$ |
993,179 |
|
$ |
19,650 |
|
$ |
110,775 |
|
$ |
59,736 |
|
$ |
1,183,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings
deposits |
|
|
22,946 |
|
|
— |
|
|
— |
|
|
— |
|
|
22,946 |
|
Time
deposits of $100,000 or more |
|
|
262,532 |
|
|
177,923 |
|
|
8,072 |
|
|
— |
|
|
448,527 |
|
Other
time deposits |
|
|
44,828 |
|
|
58,572 |
|
|
12,280 |
|
|
48 |
|
|
115,728 |
|
Other
interest-bearing deposits |
|
|
237,564 |
|
|
— |
|
|
— |
|
|
— |
|
|
237,564 |
|
Other
borrowings |
|
|
50,464 |
|
|
— |
|
|
16,000 |
|
|
— |
|
|
66,464 |
|
Total
|
|
$ |
618,334 |
|
$ |
236,495 |
|
$ |
36,352 |
|
$ |
48 |
|
$ |
891,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate sensitivity gap |
|
$ |
374,845 |
|
|
($216,845 |
) |
$ |
74,423 |
|
$ |
59,688 |
|
$ |
292,111 |
|
Cumulative
interest rate sensitivity gap |
|
$ |
374,845 |
|
$ |
158,000 |
|
$ |
232,423 |
|
$ |
292,111 |
|
|
|
|
Cumulative
interest rate sensitivity gap ratio (based on total assets)
|
|
|
29.62 |
% |
|
12.48 |
% |
|
18.36 |
% |
|
23.08 |
% |
|
|
|
1 Excludes the gross amount of non-accrual loans
of approximately $6.6 million at December 31, 2004.
The
following table sets forth our estimated net interest income over a twelve
months period and NPV based on the indicated changes in market interest rates as
of December 31, 2004. All assets presented in this table are held-to-maturity or
available-for-sale. At December 31, 2004, we had no trading
securities.
(Dollars
in Thousands) |
|
|
Net
Interest Income (next twelve
months) |
|
%
Change |
|
NPV |
|
%
Change |
+200 |
|
$
73,016 |
|
17.4% |
|
$
187,426 |
|
15.6% |
+100 |
|
$
67,426 |
|
8.4% |
|
$
175,708 |
|
8.4% |
0 |
|
$
62,181 |
|
— |
|
$
162,095 |
|
— |
-100 |
|
$
57,740 |
|
-7.1% |
|
$
145,320 |
|
-10.3% |
-200 |
|
$
50,134 |
|
-19.4% |
|
$
126,063 |
|
-22.2% |
Although
the simulation measures the volatility of net interest income and net portfolio
value under immediate rising or falling market interest rate scenarios in 100
basis point increments, our main concern is the negative effect for the
reasonably possible worst scenario. The ALCO policy prescribes that, for the
worst possible rate drop scenario, the possible reduction of net interest income
and NPV, not to exceed 20% of the base net interest income and 25% of the base
NPV.
As
indicated above, the net interest income increases (decreases) as market
interest rates rise (fall), since we are positively gapped by $158.0 million for
a time horizon of one year. This is also due to the fact that a substantial
portion of the interest earning assets reprice immediately after the rate
change, that interest-bearing liabilities reprice slower than interest-earning
assets and that interest-bearing liabilities do not reprice to the same degree
as interest earning assets, given a stated change in the interest rate. The NPV
increases (decreases) as the interest income increases (decreases) since the
change in the cash flows has a greater impact on the change in the NPV than does
the change in the discount rate.
Management
believes that the assumptions used by it to evaluate the vulnerability of our
operations to changes in interest rates approximate actual experience and
considers them reasonable; however, the interest rate sensitivity of our assets
and liabilities and the estimated effects of changes in interest rates on our
net interest income and NPV could vary substantially if different assumptions
were used or actual experience differs from the historical experience on which
they are based.
Our
strategies in protecting both net interest income and economic value of equity
from significant movements in interest rates involve restructuring our
investment portfolio and using FHLB advances. We also permit the purchase of
rate caps and floors, and engaging in interest rate swaps, although we have not
yet engaged in either of these activities, other than an interest rate swap
agreement arranged in September 2003 on the notional amount of $3 million and
subsequently terminated without any gain or loss by mutual agreement between us
and a brokerage company in January 2004.
Item
8. Financial Statements and Supplementary
Data
The
information required by this item is included in Part IV, Item 15(a)(1) and are
presented beginning on Page F-1.
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not
applicable.
Item
9A. Controls and Procedures
Controls
and Procedures
As of
December 31, 2004, we carried out an evaluation, under the supervision and with
the participation of our management, including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
"disclosure controls and procedures," as such term is defined under Exchange Act
Rules 13a-15(e) and 15d-15(e).
Based on
this evaluation, our chief executive officer and chief financial officer
concluded that, as of December 31, 2004, such disclosure controls and procedures
were effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission, and accumulated and communicated to
our management, including our chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure.
In
designing and evaluating the disclosure controls and procedures, our management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives and in reaching a reasonable level of assurance our management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
There
were no changes in our internal controls over financial reporting during the
quarter ended December 31, 2004 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.
Management's
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting. Our system of internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America.
Our
internal control over financial reporting includes those policies and procedures
that:
•
pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect our transactions and dispositions of our assets;
•
provide
reasonable assurance that our transactions are recorded as necessary to permit
preparation of our financial statements in accordance with accounting principles
generally accepted in the United States of America, and that our receipts and
expenditures are being made only in accordance with authorizations of our
management and our directors; and
•
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect
on the financial statements.
Because
of its inherent limitations, a system of internal control over financial
reporting can provide only reasonable assurance and may not prevent or detect
misstatements. Further, because of changes in conditions, effectiveness of
internal controls over financial reporting may vary over time. Our system
contains self monitoring mechanisms, and actions are taken to correct
deficiencies as they are identified.
Our
management conducted an evaluation of the effectiveness of the system of
internal control over financial reporting based on the framework in Internal
Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, our management concluded that our system of internal control
over financial reporting was effective as of December 31, 2004. Our management's
assessment of the effectiveness of our internal control over financial reporting
has been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report which is included herein.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Wilshire
Bancorp, Inc.
Los
Angeles, California
We have
audited management’s assessment, included in the accompanying “Management’s
Report on Internal Control over Financial Reporting”, that Wilshire Bancorp,
Inc. (the “ Company”) maintained effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the Company’s
internal control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management’s assessment, testing, and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.
A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our
opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on the criteria established in Internal
Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Also,
in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on the
criteria established in Internal
Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as of and
for the year ended December 31, 2004 of the Company and our report dated March
16, 2005 expressed an unqualified opinion on those financial
statements.
/s/
DELOITTE
& TOUCHE
LLP
Los
Angeles, California
March 16,
2005
Item
9B. Other Information
Not
applicable.
PART
III
Item
10. Directors and Executive Officers of
Registrant
The
information required to be furnished pursuant to this item with respect to
Directors and Executive Officers of the Company will be set forth under the
caption “Election of Directors” in the registrant’s proxy statement (the “Proxy
Statement”) to be furnished to stockholders in connection with the solicitation
of proxies by the Company’s Board of Directors for use at the 2005 Annual
Meeting of Shareholders, and is incorporated herein by reference.
The
information required to be furnished pursuant to this item with respect to
compliance with Section 16(a) of the Exchange Act will be set forth under the
caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement, and is incorporated herein by reference.
Item 11.
Executive Compensation
The
information required to be furnished pursuant to this item will be set forth
under the caption “Executive Compensation” in the Proxy Statement, and is
incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and
Management
Information
regarding the security ownership of certain beneficial owners and management is
set forth under the heading “Security Ownership of Officers and Directors” in
the Proxy Statement and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions
The
information required to be furnished pursuant to this item will be set forth
under the caption “Certain Relationships and Related Party Transactions” in the
Proxy Statement, and is incorporated herein by reference.
Item 14.
Principal Accounting Fees and
Services
The
information required to be furnished pursuant to this item will be set forth
under the caption “Fees Paid to Independent Auditors” in the Proxy Statement,
and is incorporated herein by reference.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
(a)
List
of documents filed as part of this report
(1)
Financial
Statements
The
following financial statements of Wilshire Bancorp, Inc. are filed as a part of
this Form 10-K on the pages indicated:
|
|
Page |
Report
of Independent Registered Public Accounting Firm |
|
|
|
|
|
Consolidated
Financial Statements: |
|
|
|
|
|
Consolidated
Statements of Financial Condition |
|
F-2 |
|
|
|
Consolidated
Statement of Operations |
|
F-3 |
|
|
|
Consolidated
Statements of Changes in Shareholders’ Equity |
|
F-4 |
|
|
|
Consolidated
Statements of Cash Flows |
|
F-6 |
|
|
|
Notes
to Consolidated Financial Statements |
|
F-8 |
(2)
Financial
Statement Schedules
Schedules
to the financial statements are omitted because the required information is not
applicable or the information is presented in the Company’s financial statements
or related notes.
(3)
Exhibits
Exhibit
Table |
Reference
Number |
Item |
|
|
3.1
|
Articles
of Incorporation, as amended 1
|
3.2
|
Bylaws,
as amended
1
|
4.1
|
Specimen
of Common Stock Certificate
1
|
4.2
|
Indenture
of Subordinated Debentures 2
|
4.3
|
Indenture
by and between Wilshire Bancorp, Inc. and U.S. Bank National Association
dated as of December 17, 2003 3
|
10.1
|
Lease
dated September 1, 1996 between the Company and Wilmont, Inc. (Main Office
- 1st
floor) 1
|
10.2
|
Lease
dated May 1, 1990 between the Company and Western Properties Co., Ltd.
(Western Branch) 1
|
10.3
|
Lease
dated February 3, 1997 between the Company and Benlin Properties (Downtown
Branch) 1
|
10.4
|
Sublease
dated June 20, 1997 between the Company and Property Development
Assoc. (Cerritos Branch) 1
|
10.5
|
1997
Stock Option Plan of Wilshire Bancorp, Inc. 1
|
10.6
|
Addendum
to Downtown Branch Lease, dated February 3, 1997 between the Company and
Benlin Properties (Downtown Branch) 4 |
10.7
|
Lease
dated October 26, 1998 between the Company and Union Square Limited
Partnership. (Seattle Business Lending Office) 4
|
10.8
|
Lease
dated March 18, 1999 between the Company and BGK Texas Property
Management, Inc. (Dallas Business Lending Office)
5
|
10.9
|
Lease
dated February 4, 2000 between the Company and Wilmont, Inc. (Commercial
Loan Center and Corporate headquarter - 14th
floor) 6
|
10.10
|
Lease
dated July 18, 2000 between the Company and 183 Townsend Corporation (San
Jose Business Lending Office) 6
|
10.11
|
Lease
dated September 1, 2000 between the Company and Joseph Hanasab (Gardena
Office) 6
|
10.12
|
Lease
dated January 8, 2001 between the Company and UNT Atia Co. II, a
California general partnership (Rowland Heights Office) 6
|
10.13
|
Sublease
dated January 26, 2001 between the Company and California Federal Bank, a
federal savings bank (Valley Office) 6
|
10.14
|
Employment
Agreement for Soo Bong Min, Chief Executive Officer and President
3
|
10.15
|
Sublease
dated March 13, 2002 between the Company and Assi Food International, Inc
(Garden Grove Office) 7
|
10.16
|
Lease
dated October 3, 2002 between the Company and Terok Management, Inc.
(Mid-Wilshire Office) 7
|
10.17
|
Survivor
income plan and exhibit thereto (Split dollar agreement) 8
|
10.18
|
Stock
Purchase Agreement by and between Wilshire Bancorp, Inc. and Texas Bank
dated January 29, 2004 3
|
11
|
Statement
Regarding Computation of Net Earnings per Share 9
|
21
|
Subsidiaries
of the Registrant
|
23.1 |
Consent
of Independent Registered Public Accounting Firm
|
31.1 |
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2 |
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32 |
Certifications
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
1 Incorporated
by reference to the Exhibits to the Company’s Form 10-SB Registration Statement,
as filed with the FDIC on August 7, 1998.
2 Incorporated
by reference to the Exhibits to the Company’s Form 10-Q, as filed with the FDIC
on May 16, 2003.
3 Incorporated
by reference to the Exhibits to the Company’s Form 10-K, as filed with the FDIC
on March 29, 2004.
4 Incorporated
by reference to the Exhibits to the Company’s Form 10-KSB, as filed with the
FDIC on March 30, 1999.
5 Incorporated
by reference to the Exhibits to the Company’s Form 10-KSB, as filed with the
FDIC on April 5, 2000.
6 Incorporated
by reference to the Exhibits to the Company’s Form 10-KSB, as filed with the
FDIC on March 29, 2001.
7 Incorporated
by reference to the Exhibits to the Company’s Form 10-K, as filed with the FDIC
on March 31, 2004.
8 Incorporated
by reference to the Exhibits to the Company’s Form 10-Q, as filed with the FDIC
on August 20, 2003.
9 The
information required by this Exhibit is incorporated by reference from Note [2]
of the Company’s Financial Statements included herein.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly
authorized.
|
|
|
Date:
March 16, 2005 |
WILSHIRE BANCORP,
INC.,
a California corporation |
|
|
|
|
By: |
/s/ Brian E. Cho |
|
Brian E. Cho |
|
Chief
Financial Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Steven
Koh |
|
Chairman
and Director |
|
March
16, 2005 |
Steven
Koh |
|
|
|
|
|
|
|
|
|
/s/
Soo
Bong Min |
|
President,
Chief Executive Officer and Director |
|
March
16, 2005 |
Soo
Bong Min |
|
|
|
|
|
|
|
|
|
/s/
Larry
D. Greenfield, M.D. |
|
Director |
|
March
16, 2005 |
Larry
D. Greenfield, M.D. |
|
|
|
|
|
|
|
|
|
/s/
Kyu-Hyun
Kim |
|
Director |
|
March
16, 2005 |
Kyu-Hyun
Kim |
|
|
|
|
|
|
|
|
|
/s/
Mel
Elliot |
|
Director |
|
March
16, 2005 |
Mel
Elliot |
|
|
|
|
|
|
|
|
|
/s/
Richard
Y. Lim |
|
Director |
|
March
16, 2005 |
Richard
Y. Lim |
|
|
|
|
|
|
|
|
|
/s/
Fred
F. Mautner |
|
Director |
|
March
16, 2005 |
Fred
F. Mautner |
|
|
|
|
|
|
|
|
|
/s/
Young
H. Pak |
|
Director |
|
March
16, 2005 |
Young
H. Pak |
|
|
|
|
|
|
|
|
|
/s/
Donald Byun |
|
Director |
|
March
16, 2005 |
Donald
Byun |
|
|
|
|
|
|
|
|
|
/s/
Harry
Siafaris |
|
Director |
|
March
16, 2005 |
Harry
Siafaris |
|
|
|
|
|
|
|
|
|
/s/
Forrest
I. Stichman |
|
Director |
|
March
16, 2005 |
Forrest
I. Stichman |
|
|
|
|
|
|
|
|
|
/s/
Gapsu
Kim |
|
Director |
|
March
16, 2005 |
Gapsu
Kim |
|
|
|
|
|
|
|
|
|
/s/
Brian
E. Cho |
|
Chief
Financial Officer and Corporate Secretary |
|
March
16, 2005 |
Brian E.
Cho |
|
|
|
|
|
Wilshire
Bancorp, Inc.
Financial
Statements as of December 31, 2004 and 2003 and for Each of the Three
Years in the Period Ended December 31, 2004 and Independent Auditors’
Report |
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Wilshire
Bancorp, Inc.
Los
Angeles, California
We have
audited the accompanying consolidated statements of financial condition of
Wilshire Bancorp, Inc. (the “Company”) as of December 31, 2004 and 2003, and the
related consolidated statements of operations, shareholders’ equity, and cash
flows for each of the three years in the period ended December 31, 2004.
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
financial position of Wilshire Bancorp, Inc. at December 31, 2004 and 2003, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2004, based on the criteria
established in Internal
Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 16, 2005, expressed an unqualified opinion on management’s
assessment of the effectiveness of the Company’s internal control over financial
reporting and an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
/s/
DELOITTE & TOUCHE LLP
Los
Angeles, California
March 16,
2005
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION |
|
|
|
|
|
DECEMBER
31, 2004 AND 2003 |
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Cash
and due from banks |
|
$ |
53,903,163 |
|
$ |
62,486,069 |
|
Federal
funds sold and other cash equivalents |
|
|
45,000,000
|
|
|
50,000,000
|
|
Cash
and cash equivalents |
|
|
98,903,163
|
|
|
112,486,069
|
|
Interest-bearing
deposits in other financial institutions |
|
|
2,573
|
|
|
201,496
|
|
Securities
available for sale, at fair value (amortized cost of $86,121,349 and
$64,701,168 |
|
|
|
|
|
|
|
at
December 31, 2004 and 2003, respectively) |
|
|
85,712,485
|
|
|
64,995,301
|
|
Securities
held to maturity, at amortized cost (fair value of $29,161,100 and
$23,391,193 |
|
|
|
|
|
|
|
at
December 31, 2004 and 2003, respectively) |
|
|
29,262,188
|
|
|
23,427,296
|
|
Interest-only
strip, at fair value (amortized cost of $1,550,444 and
$725,410 |
|
|
|
|
|
|
|
at
December 31, 2004 and 2003, respectively) |
|
|
1,494,176
|
|
|
847,306
|
|
Loans
held for sale—at the lower of cost or market |
|
|
21,144,128
|
|
|
18,101,665
|
|
Loans
receivable, net of allowance for loan losses of $11,111,092 and
$9,011,071 |
|
|
|
|
|
|
|
at
December 31, 2004 and 2003, respectively |
|
|
988,468,142
|
|
|
729,892,686
|
|
Bank
premises and equipment—net |
|
|
5,479,776
|
|
|
4,802,489
|
|
Federal
Home Loan Bank stock, at cost |
|
|
4,371,500
|
|
|
1,509,500
|
|
Accrued
interest receivable |
|
|
3,867,005
|
|
|
2,685,200
|
|
Other
real estate owned—net |
|
|
— |
|
|
377,200
|
|
Deferred
income taxes—net |
|
|
4,839,346
|
|
|
3,797,678
|
|
Servicing
asset |
|
|
4,373,974
|
|
|
3,282,683
|
|
Due
from customers on acceptances |
|
|
2,041,023
|
|
|
2,750,315
|
|
Cash
surrender value of life insurance |
|
|
11,536,476
|
|
|
11,101,704
|
|
Other
assets |
|
|
4,145,368
|
|
|
3,004,974
|
|
TOTAL |
|
$ |
1,265,641,323 |
|
$ |
983,263,562 |
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
Noninterest
bearing |
|
$ |
274,207,744 |
|
$ |
238,018,220 |
|
Interest
bearing: |
|
|
|
|
|
|
|
Savings |
|
|
22,946,077
|
|
|
26,467,729
|
|
Time
deposits of $100,000 or more |
|
|
448,526,610
|
|
|
307,710,163
|
|
Other
time deposits |
|
|
115,728,483
|
|
|
113,528,786
|
|
Other |
|
|
237,564,098
|
|
|
170,791,279
|
|
Total
deposits |
|
|
1,098,973,012
|
|
|
856,516,177
|
|
Federal
Home Loan Bank borrowings |
|
|
41,000,000
|
|
|
29,000,000
|
|
Junior
subordinated debentures |
|
|
25,464,000
|
|
|
25,464,000
|
|
Accrued
interest payable |
|
|
2,891,707
|
|
|
2,103,244
|
|
Acceptances
outstanding |
|
|
2,041,023
|
|
|
2,750,315
|
|
Other
liabilities |
|
|
6,963,963
|
|
|
8,688,485
|
|
Total
liabilities |
|
|
1,177,333,705
|
|
|
924,522,221
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (Note 7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY: |
|
|
|
|
|
|
|
Preferred
stock, no par value—authorized, 1,000,000 shares; issued and outstanding,
none |
|
|
|
|
|
|
|
Common
stock, no par value—authorized, 80,000,000 shares; issued and
outstanding, |
|
|
|
|
|
|
|
28,142,470
shares and 25,902,728 shares at December 31, 2004 and 2003,
|
|
|
|
|
|
|
|
respectively
|
|
|
38,926,430
|
|
|
28,391,427
|
|
Accumulated
other comprehensive (loss) income |
|
|
(223,703 |
) |
|
203,331
|
|
Retained
earnings |
|
|
49,604,891
|
|
|
30,146,583
|
|
Total
shareholders’ equity |
|
|
88,307,618
|
|
|
58,741,341
|
|
TOTAL |
|
$ |
1,265,641,323 |
|
$ |
983,263,562 |
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements. |
|
|
|
|
|
|
|
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS |
|
|
|
|
|
|
|
THREE
YEARS ENDED DECEMBER 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
2002 |
|
INTEREST
INCOME: |
|
|
|
|
|
|
|
Interest
and fees on loans |
|
$ |
55,943,023 |
|
$ |
37,891,746 |
|
$ |
30,185,494 |
|
Interest
on investment securities and deposits in |
|
|
|
|
|
|
|
|
|
|
other
financial institutions |
|
|
3,050,123
|
|
|
2,438,044
|
|
|
1,809,484
|
|
Interest
on federal funds sold and other cash equivalents |
|
|
804,802
|
|
|
596,194
|
|
|
790,085
|
|
Total
interest income |
|
|
59,797,948
|
|
|
40,925,984
|
|
|
32,785,063
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST
EXPENSE: |
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
15,663,227
|
|
|
11,250,320
|
|
|
8,881,002
|
|
Interest
on other borrowings |
|
|
1,799,329
|
|
|
693,574
|
|
|
126,951
|
|
Total
interest expense |
|
|
17,462,556
|
|
|
11,943,894
|
|
|
9,007,953
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INTEREST INCOME BEFORE PROVISION FOR |
|
|
|
|
|
|
|
|
|
|
LOAN
LOSSES |
|
|
42,335,392
|
|
|
28,982,090
|
|
|
23,777,110
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR LOSSES ON LOANS AND LOAN |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS |
|
|
3,566,711
|
|
|
2,782,519
|
|
|
3,240,303
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INTEREST INCOME AFTER PROVISION FOR |
|
|
|
|
|
|
|
|
|
|
LOAN
LOSSES |
|
|
38,768,681
|
|
|
26,199,571
|
|
|
20,536,807
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST
INCOME: |
|
|
|
|
|
|
|
|
|
|
Service
charges on deposit accounts |
|
|
7,378,636
|
|
|
6,788,720
|
|
|
5,639,571
|
|
Gain
on sale of loans |
|
|
8,831,677
|
|
|
6,235,550
|
|
|
2,492,204
|
|
Loan-related
servicing income |
|
|
2,372,577
|
|
|
1,889,730
|
|
|
1,651,481
|
|
Loan
referral fee income |
|
|
112,520
|
|
|
476,977
|
|
|
582,922
|
|
Loan
packaging fee |
|
|
375,835
|
|
|
450,243
|
|
|
347,941
|
|
Income
from other earning assets |
|
|
639,151
|
|
|
498,640
|
|
|
11,700
|
|
Other
income |
|
|
1,286,515
|
|
|
758,731
|
|
|
649,121
|
|
Total
noninterest income |
|
|
20,996,911
|
|
|
17,098,591
|
|
|
11,374,940
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
Salaries
and employee benefits |
|
|
14,581,480
|
|
|
12,182,709
|
|
|
10,047,014
|
|
Occupancy
and equipment |
|
|
2,730,432
|
|
|
2,159,229
|
|
|
1,929,165
|
|
Other
real estate owned |
|
|
— |
|
|
81
|
|
|
92,382
|
|
Data
processing |
|
|
1,643,822
|
|
|
1,568,968
|
|
|
1,409,467
|
|
Professional
fees |
|
|
1,429,831
|
|
|
841,267
|
|
|
559,234
|
|
Directors’
fees |
|
|
460,110
|
|
|
422,450
|
|
|
365,050
|
|
Loan
referral fee |
|
|
1,202,020
|
|
|
959,170
|
|
|
623,084
|
|
Office
supplies |
|
|
573,344
|
|
|
523,036
|
|
|
300,283
|
|
Communications |
|
|
337,999
|
|
|
380,342
|
|
|
251,625
|
|
Advertising |
|
|
652,126
|
|
|
302,620
|
|
|
327,679
|
|
Deposit
insurance premiums |
|
|
132,462
|
|
|
188,722
|
|
|
79,463
|
|
Outsourced
service for customer |
|
|
1,301,680
|
|
|
945,843
|
|
|
717,804
|
|
Other
operating |
|
|
2,238,045
|
|
|
1,511,517
|
|
|
885,385
|
|
Total
noninterest expenses |
|
|
27,283,351
|
|
|
21,985,954
|
|
|
17,587,635
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
BEFORE INCOME TAXES |
|
|
32,482,241
|
|
|
21,312,208
|
|
|
14,324,112
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
TAX PROVISION |
|
|
13,023,933
|
|
|
8,495,476
|
|
|
5,731,000
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME |
|
$ |
19,458,308 |
|
$ |
12,816,732 |
|
$ |
8,593,112 |
|
EARNINGS
PER SHARE: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.70 |
|
$ |
0.50 |
|
$ |
0.34 |
|
Diluted |
|
$ |
0.68 |
|
$ |
0.44 |
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements. |
|
|
|
|
|
|
|
|
|
|
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
THREE
YEARS ENDED DECEMBER 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Total |
|
|
|
Common
Stock |
|
Retained |
|
Comprehensive |
|
Shareholders’ |
|
|
|
Shares |
|
Amount |
|
Earnings |
|
Income
(Loss) |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE—January
1, 2002 |
|
|
22,798,248
|
|
$ |
18,555,777 |
|
$ |
17,525,776 |
|
$ |
110,302 |
|
$ |
36,191,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options exercised |
|
|
469,584
|
|
|
405,497
|
|
|
|
|
|
|
|
|
405,497
|
|
Tax
benefit from stock options exercised |
|
|
|
|
|
236,979
|
|
|
|
|
|
|
|
|
236,979
|
|
Comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
|
|
|
|
|
|
|
8,593,112
|
|
|
|
|
|
8,593,112
|
|
Other
comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest-only
strip |
|
|
|
|
|
|
|
|
|
|
|
(5,696 |
) |
|
(5,696 |
) |
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
(29,933 |
) |
|
(29,933 |
) |
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,557,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE—December
31, 2002 |
|
|
23,267,832
|
|
|
19,198,253
|
|
|
26,118,888
|
|
|
74,673
|
|
|
45,391,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options exercised |
|
|
308,400
|
|
|
385,469
|
|
|
|
|
|
|
|
|
385,469
|
|
Stock
dividend |
|
|
2,326,496
|
|
|
8,787,960
|
|
|
(8,789,037 |
) |
|
|
|
|
(1,077 |
) |
Tax
benefit from stock options exercised |
|
|
|
|
|
19,745
|
|
|
|
|
|
|
|
|
19,745
|
|
Comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
|
|
|
|
|
|
|
12,816,732
|
|
|
|
|
|
12,816,732
|
|
Other
comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest-only
strip |
|
|
|
|
|
|
|
|
|
|
|
12,641
|
|
|
12,641
|
|
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
153,979
|
|
|
153,979
|
|
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest
swap |
|
|
|
|
|
|
|
|
|
|
|
(37,962 |
) |
|
(37,962 |
) |
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,945,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE—December
31, 2003 |
|
|
25,902,728
|
|
|
28,391,427
|
|
|
30,146,583
|
|
|
203,331
|
|
|
58,741,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options exercised |
|
|
2,239,742
|
|
|
1,814,639
|
|
|
|
|
|
|
|
|
1,814,639
|
|
Tax
benefit from stock options exercised |
|
|
|
|
|
8,720,364
|
|
|
|
|
|
|
|
|
8,720,364
|
|
Comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
|
|
|
|
|
|
|
19,458,308
|
|
|
|
|
|
19,458,308
|
|
Other
comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in unrealized gain (loss) on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest-only
strip |
|
|
|
|
|
|
|
|
|
|
|
(57,259 |
) |
|
(57,259 |
) |
Change
in unrealized gain (loss) on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
(407,737 |
) |
|
(407,737 |
) |
Change
in unrealized gain on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest
swap |
|
|
|
|
|
|
|
|
|
|
|
37,962
|
|
|
37,962
|
|
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,031,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE—December
31, 2004 |
|
|
28,142,470
|
|
$ |
38,926,430 |
|
$ |
49,604,891 |
|
$ |
(223,703 |
) |
$ |
88,307,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued) |
|
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
|
|
|
|
|
THREE
YEARS ENDED DECEMBER 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
2002 |
|
DISCLOSURE
OF RECLASSIFICATION AMOUNT |
|
|
|
|
|
|
|
FOR
DECEMBER 31: |
|
|
|
|
|
|
|
Unrealized
holding (losses)
gains on securities available |
|
|
|
|
|
|
|
for
sale arising during period |
|
$ |
(431,106 |
) |
$ |
269,176 |
|
$ |
(51,603 |
) |
Less
reclassification adjustment for gains |
|
|
|
|
|
|
|
|
|
|
realized
in income |
|
|
271,891
|
|
|
3,693
|
|
|
|
|
Less
income tax (benefit)
expense |
|
|
(295,260 |
) |
|
111,504
|
|
|
(21,670 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized (losses)
gains |
|
$ |
(407,737 |
) |
$ |
153,979 |
|
$ |
(29,933 |
) |
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding (losses) gains on interest-only strips |
|
|
|
|
|
|
|
|
|
|
arising
during period |
|
$ |
(178,164 |
) |
$ |
21,794 |
|
$ |
(9,821 |
) |
Less
reclassification adjustment for impairment |
|
|
(79,442 |
) |
|
|
|
|
|
|
Less
income tax (benefit) expense |
|
|
(41,463 |
) |
|
9,153
|
|
|
(4,125 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized (losses) gains |
|
$ |
(57,259 |
) |
$ |
12,641 |
|
$ |
(5,696 |
) |
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding gains
(losses) on interest swap |
|
|
|
|
|
|
|
|
|
|
arising
during period, net of tax expense
(benefit) of $25,308 |
|
|
|
|
|
|
|
|
|
|
in
2004
and 2003 |
|
$ |
37,962 |
|
$ |
(37,962 |
) |
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements. |
|
|
|
|
|
|
|
|
(Concluded |
) |
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
|
THREE
YEARS ENDED DECEMBER 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
Net
income |
|
$ |
19,458,308 |
|
$ |
12,816,732 |
|
$ |
8,593,112 |
|
Adjustments
to reconcile net income to net cash |
|
|
|
|
|
|
|
|
|
|
provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
Amortization
and accretion of investment securities |
|
|
261,223
|
|
|
587,653
|
|
|
402,724
|
|
Depreciation
of premises & equipment |
|
|
790,186
|
|
|
654,472
|
|
|
637,023
|
|
Provision
for losses on loans and loan commitments |
|
|
3,566,711
|
|
|
2,782,519
|
|
|
3,320,303
|
|
Deferred
tax provision (benefit) |
|
|
730,255
|
|
|
(1,255,787 |
) |
|
(1,215,110 |
) |
Loss
(gain) on disposition of bank premises, |
|
|
|
|
|
|
|
|
|
|
equipment
and securities |
|
|
5,537
|
|
|
(12,041 |
) |
|
1,129
|
|
Gain
on sale of loans |
|
|
(8,831,677 |
) |
|
(6,235,550 |
) |
|
(2,492,204 |
) |
Origination
of loans held for sale |
|
|
(93,001,291 |
) |
|
(72,964,235 |
) |
|
(52,297,694 |
) |
Proceeds
from sale of loans held for sale |
|
|
97,655,386
|
|
|
79,887,488
|
|
|
39,347,924
|
|
Gain
on sale of AFS securities |
|
|
(271,891 |
) |
|
(29,654 |
) |
|
— |
|
Impairment
of interest-only strip |
|
|
79,442
|
|
|
— |
|
|
— |
|
Loss
on sale of other real estate owned |
|
|
3,967
|
|
|
— |
|
|
10,802
|
|
Change
in cash surrender value of Life Insurance |
|
|
(434,772 |
) |
|
(415,459 |
) |
|
16,822
|
|
Servicing
assets capitalized |
|
|
(2,091,883 |
) |
|
(1,750,426 |
) |
|
(895,472 |
) |
Servicing
assets amortization |
|
|
1,000,592
|
|
|
629,560
|
|
|
533,010
|
|
(Increase)
decrease in interest-only strip |
|
|
(904,476 |
) |
|
(646,764 |
) |
|
64,342
|
|
Increase
in accrued interest receivable |
|
|
(1,181,805 |
) |
|
(533,772 |
) |
|
(487,640 |
) |
Increase
in other assets |
|
|
(1,140,393 |
) |
|
(1,962,603 |
) |
|
(218,169 |
) |
Dividends
of FHLB stock |
|
|
(120,300 |
) |
|
(28,200 |
) |
|
|
|
Tax
benefit from exercise of stock options |
|
|
8,720,364
|
|
|
19,745
|
|
|
236,979
|
|
Increase
(decrease) in accrued interest payable |
|
|
788,463
|
|
|
587,791
|
|
|
(390,044 |
) |
(Decrease)
increase in other liabilities |
|
|
(3,601,017 |
) |
|
3,697,694
|
|
|
2,269,554
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) |
|
|
|
|
|
|
|
|
|
|
operating
activities |
|
|
21,480,929
|
|
|
15,829,163
|
|
|
(2,562,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Net
decrease in interest-bearing |
|
|
|
|
|
|
|
|
|
|
deposits
in other financial institutions |
|
|
198,923
|
|
|
1,483,159
|
|
|
1,084,545
|
|
Purchase
of securities held to maturity |
|
|
(13,987,338 |
) |
|
(19,131,250 |
) |
|
(14,510,278 |
) |
Proceeds
from principal repayment, matured or |
|
|
|
|
|
|
|
|
|
|
called
securities held to maturity |
|
|
8,149,510
|
|
|
20,606,794
|
|
|
11,120,912
|
|
Purchase
of securities available for sale |
|
|
(105,033,528 |
) |
|
(89,910,755 |
) |
|
(32,326,359 |
) |
Proceeds
from sale of securities (AFS) |
|
|
18,568,500
|
|
|
13,785,488
|
|
|
|
|
Proceeds
from matured securities (AFS) |
|
|
65,058,451
|
|
|
45,693,243
|
|
|
12,778,494
|
|
Net
increase in loans receivable |
|
|
(271,756,138 |
) |
|
(238,612,284 |
) |
|
(141,087,688 |
) |
Proceeds
from sale of other loans |
|
|
11,307,787
|
|
|
4,968,808
|
|
|
|
|
Proceeds
from sale of real estate owned |
|
|
373,233
|
|
|
— |
|
|
1,002,733
|
|
Purchases
of premises and equipment |
|
|
(1,478,321 |
) |
|
(2,550,990 |
) |
|
(511,613 |
) |
Purchase
of FHLB stock |
|
|
(2,741,700 |
) |
|
(978,000 |
) |
|
(393,300 |
) |
Purchase
of Bank Owned Life Insurance |
|
|
— |
|
|
(10,500,000 |
) |
|
|
|
Proceeds
from disposition of bank equipment |
|
|
5,312
|
|
|
29,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities |
|
|
(291,335,309 |
) |
|
(275,115,856 |
) |
|
(162,842,554 |
) |
WILSHIRE
BANCORP, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
|
THREE
YEARS ENDED DECEMBER 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
2002 |
|
CASH
FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Proceeds
from exercise of stock options |
|
$ |
1,814,639 |
|
$ |
385,469 |
|
$ |
405,497 |
|
Stock
dividend paid in cash for fractional shares |
|
|
— |
|
|
(1,077 |
) |
|
|
|
Increase
in Federal Home Loan Bank borrowings |
|
|
12,000,000
|
|
|
19,000,000
|
|
|
10,000,000
|
|
Increase
in junior subordinated debentures |
|
|
— |
|
|
15,464,000
|
|
|
10,000,000
|
|
Net
increase in deposits |
|
|
242,456,835
|
|
|
237,660,867
|
|
|
170,248,692
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities |
|
|
256,271,474
|
|
|
272,509,259
|
|
|
190,654,189
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH AND |
|
|
|
|
|
|
|
|
|
|
CASH
EQUIVALENTS |
|
|
(13,582,906 |
) |
|
13,222,566
|
|
|
25,249,026
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS—Beginning |
|
|
|
|
|
|
|
|
|
|
of
year |
|
|
112,486,069
|
|
|
99,263,503
|
|
|
74,014,477
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS—End of |
|
|
|
|
|
|
|
|
|
|
year |
|
$ |
98,903,163 |
|
$ |
112,486,069 |
|
$ |
99,263,503 |
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH |
|
|
|
|
|
|
|
|
|
|
FLOW
INFORMATION: |
|
|
|
|
|
|
|
|
|
|
Interest
paid |
|
$ |
16,674,093 |
|
$ |
11,356,105 |
|
$ |
9,397,997 |
|
Income
taxes paid |
|
$ |
7,975,000 |
|
$ |
7,250,800 |
|
$ |
5,900,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF NONCASH |
|
|
|
|
|
|
|
|
|
|
INVESTING,
OPERATING AND FINANCING |
|
|
|
|
|
|
|
|
|
|
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Loans
transferred to real estate owned |
|
$ |
— |
|
$ |
153,632 |
|
$ |
1,068,000 |
|
Transfer
of retained earnings to common stock |
|
|
|
|
|
|
|
|
|
|
for
stock dividend |
|
$ |
— |
|
$ |
8,787,960 |
|
$ |
— |
|
See
accompanying notes to consolidated financial statements. |
|
|
|
|
|
|
|
|
(Concluded |
) |
WILSHIRE BANCORP,
INC. |
|
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
THREE YEARS ENDED DECEMBER 31,
2004 |
1. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES |
Wilshire Bancorp,
Inc. (the “Company”) succeeded to the business and operations of
Wilshire State
Bank, a California state-chartered commercial bank (the “Bank”), upon
consummation of the reorganization of the Bank into a holding company structure,
effective as of August 25, 2004. Wilshire State Bank was
incorporated under the laws of the State of California on May 20, 1980 and
commenced operations on December 30, 1980. The Company was incorporated in
December 2003 as a wholly owned subsidiary of the Bank for the purpose of
facilitating the issuance of trust preferred securities for the Bank and
eventually serving as the holding company of the Bank. The Bank’s shareholders
approved a reorganization into a holding company structure at a meeting held on
August 25, 2004. As a result of the reorganization, shareholders of the Bank are
now shareholders of the Company and the Bank is a direct subsidiary of the
Company. The Bank’s primary source of revenue is from providing financing for
business working capital, commercial real estate, and trade activities, and its
investment portfolio. The accounting and reporting policies of the Bank are in
accordance with accounting principles generally accepted in the United States of
America and conform to general practices in the banking industry.
The
Company organized its wholly owned subsidiary, Wilshire Statutory Trust, which
issued $15 million in trust preferred securities in December 2003. The Company
then purchased all of the common interest in the Wilshire Statutory Trust and
issued junior subordinated debentures to the Wilshire Statutory Trust having
terms substantially similar to the trust preferred securities in exchange for
the proceeds from the Wilshire Statutory Trust’s trust preferred securities (the
“2003 Junior Subordinated Debentures”). In accordance with Financial Accounting
Standards Board Interpretation 46 (revised December 2003), the Trust is not
be reported on a consolidated basis; instead the junior subordinated debentures
to the Trust of $15,464,000 and the investment in the Trust common stock of
$464,000 are reported separately as debt and other assets,
respectively.
Principles
of Consolidation—The
financial statements include the accounts of the Company and its subsidiary,
Wilshire State Bank. Inter-company transactions and accounts have been
eliminated in consolidation. As noted above in accordance with FIN No. 46, the
Company is not including Wilshire Statutory Trust on a consolidated
basis.
Cash
and Cash Equivalents—Cash and
cash equivalents include cash and due from banks, term and overnight federal
funds sold and money market preferred stock, all of which have original
maturities of less than 90 days.
Interest-Bearing
Deposits in Other Financial Institutions—Interest-bearing
deposits in other financial institutions mature within three years and are
carried at cost.
Investment
Securities—Investments
are classified into three categories and accounted for as follows:
|
(i) |
Securities
that the Company has the positive intent and ability to hold to maturity
are classified as “held to maturity” and reported at amortized
cost; |
|
(ii) |
Securities
that are bought and held principally for the purpose of selling them in
the near future are classified as “trading securities” and reported at
fair value. Unrealized gains and losses are recognized in earnings;
and |
|
(iii) |
Securities
not classified as held to maturity or trading securities are classified as
“available for sale” and reported at fair value. Unrealized gains and
losses are reported, net of taxes, as a separate component of accumulated
other comprehensive income (loss) in shareholders’
equity. |
Accreted
discounts and amortized premiums on investment securities are included in
interest income by a method that approximates the effective yield, and
unrealized and realized gains or losses related to holding or selling securities
are calculated using the specific-identification method. Declines in the fair
value of held-to-maturity and available-for-sale securities below their cost
that are deemed to be other than temporary are reflected in earnings as realized
losses. The Company did not record any other-than-temporary impairment on
investment securities in 2004, 2003 and 2002.
In 2004,
the Company recognized a other-than-temporary charge of $79,442 on its
interest-only (“I/O”) strip related to SBA loans sold, which are discussed
below. The I/O strips are accounted for like available-for-sale securities;
impairment charges reduce the cost basis of the I/O strips and reduce earnings.
The Company did not record any other-than-temporary impairment in 2003 and
2002.
Loans—Loans
that management has the intent and ability to hold for the foreseeable future or
until maturity or pay-off generally are reported at their outstanding unpaid
principal balances adjusted for charge-offs, the allowance for loan losses and
any deferred fees or costs on originated loans.
Interest
on loans is credited to income as earned and is accrued only if deemed
collectible. Accrual of interest is discontinued when a loan is over 90 days
delinquent unless management believes the loan is adequately collateralized and
in the process of collection. Generally, payments received on nonaccrual loans
are recorded as principal reductions. Interest income is recognized after all
principal has been repaid or an improvement in the condition of the loan has
occurred that would warrant resumption of interest accruals.
Nonrefundable
fees, net of incremental costs, associated with the origination or acquisition
of loans are deferred and recognized as an adjustment of the loan yield over the
life of the loan using the effective yield method. Other loan fees and charges,
representing service costs for the prepayment of loans, for delinquent payments,
or for miscellaneous loan services, are recorded as income when
collected.
Certain
Small Business Administration (“SBA”) loans that may be sold prior to maturity
have been designated as held for sale at origination and are recorded at the
lower of cost or market value, determined on an aggregate basis. A valuation
allowance is established if the market value of such loans is lower than their
cost, and operations are charged or credited for valuation adjustments. A
portion of the premium on sale of SBA loans is recognized as other noninterest
income at the time of the sale. The remaining portion of the premium, presented
as unearned income in Note 3, is deferred and amortized over the remaining life
of the loan as an adjustment to yield. Upon sales of such loans, the Company
receives a fee for servicing the loans. A servicing asset is recorded based on
the present value of the contractually specified servicing fee, net of servicing
cost, over the estimated life of the loan, using a discount rate of 1.5% above
the main note rate, with an average discount rate of 7.5% and a range of
constant prepayment rates from 14% to 17% in 2004. During 2003, the discount
rate was also 1.5% above the main note rate, with an average discount rate of
7.3% and a range of constant prepayment rates from 14% to 17%. During 2002, the
discount rate was also 1.5% above the main note rate, with an average discount
rate of 8.2% and a range of constant prepayment rates from 14% to 17%. The
servicing asset is amortized in proportion to and over the period of estimated
servicing income. The Company has capitalized $2,091,883, $1,750,426 and
$895,472 of servicing assets and amortized $1,000,592, $629,560 and $533,010
during the years ended December 31, 2004, 2003 and 2002, respectively.
Management periodically evaluates the servicing asset for impairment.
Impairment, if it occurs, is recognized in a valuation allowance in the period
of impairment. For purposes of measuring impairment, the servicing assets are
stratified by collateral type. The expected yearly amortization of existing
servicing assets for each of the years ending 2005 to 2009 is
$605,459.
An I/O
strip is recorded based on the present value of the excess of future interest
income over the contractually specified servicing fee, calculated using the same
assumptions as noted above. I/O strips are accounted for at their estimated fair
value, with unrealized gains or losses recorded as an adjustment in accumulated
other comprehensive income in shareholders’ equity. I/O strips are also
monitored for impairments.
Allowance
for Loan Losses—
Accounting for allowance for loan losses involves significant judgment and
assumptions by management and is based on historical data and management’s view
of the current economic environment. At least on a quarterly basis, our
management reviews the methodology and adequacy of allowance for loan losses and
reports its assessment to the Board of Directors for its review and
approval.
We base
our allowance for loan losses on an estimation of probable losses inherent in
our loan portfolio. Our methodology for assessing loan loss allowances is
intended to reduce the differences between estimated and actual losses and
involves a detailed analysis of our loan portfolio in three phases:
· the
specific review of individual loans in accordance with Statement of Financial
Accounting Standards (SFAS) 114, Accounting
by Creditors for Impairment of a Loan,
· the
segmenting and reviewing of loan pools with similar characteristics in
accordance with SFAS No. 5, Accounting
for Contingencies,
and
· our
judgmental estimate based on various subjective factors.
The first
phase of our allowance analysis involves the specific review of individual loans
to identify and measure impairment. We evaluate each loan by use of a
risk-rating system, except for homogeneous loans, such as automobile loans and
home mortgages. Specific risk-rated loans are deemed impaired with respect to
all amounts, including principal and interest, which will likely not be
collected in accordance with the contractual terms of the related loan
agreement. Impairment for commercial and real estate loans is measured either
based on the present value of the loan’s expected future cash flows or, if
collection on the loan is collateral dependent, the estimated fair value of the
collateral, less selling and holding costs.
The
second phase involves segmenting the remainder of the risk-rated loan portfolio
into groups or pools of loans, together with loans with similar characteristics,
for evaluation in accordance with SFAS No. 5. We perform loss migration analysis
and calculate the loss migration ratio for each loan pool based on its
historical net losses and benchmark it against the levels of other peer
banks.
In the
third phase, we consider relevant internal and external factors that may affect
the collectibility of a loan portfolio and each group of loan pools. As a
general rule, the factors detailed below will be considered to have no impact
(neutral) to our loss migration analysis. However, if there exists information
to warrant adjustment to the loss migration ratios, the changes will be made in
accordance with the established parameters and supported by narrative and/or
statistical analysis. We use a credit risk matrix to determine the impact to the
loss migration analysis. The credit risk matrix provides seven possible
scenarios for each of the identified factors detailed below. The matrix allows
for three positive/decrease (major, moderate, and minor), three
negative/increase (major, moderate, and minor), and one neutral credit risk
scenario within each factor for each loan pool. These possible scenarios enable
management to adjust the loss migration ratio as much as 50% in either direction
(positive or negative) for each loan pool. These adjustments are applied to the
general allocation for each loan pool if warranted.
Bank
Premises and Equipment—Bank
premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation on building, furniture, fixtures and equipment is
computed on the straight-line method over the estimated useful lives of the
related assets, which range from 3 to 30 years. Leasehold improvements are
capitalized and amortized on the straight-line method over the term of the lease
or the estimated useful lives of the improvements, whichever is
shorter.
Other
Real Estate Owned—Other
real estate owned, which represents real estate acquired through foreclosure in
satisfaction of commercial and real estate loans, is stated at fair value less
estimated selling costs of the real estate. Loan balances in excess of the fair
value of the real estate acquired at the date of acquisition are charged to the
allowance for loan losses.
Any
subsequent operating expenses or income, reduction in estimated fair values, and
gains or losses on disposition of such properties are charged or credited to
current operations.
Impairment
of Long-Lived Assets—The
Company reviews its long-lived assets for impairment annually or when events or
circumstances indicate that the carrying amount of these assets may not be
recoverable. An asset is considered impaired when the expected undiscounted cash
flows over the remaining useful life are less than the net book value. When
impairment is indicated for an asset, the amount of impairment loss is the
excess of the net book value over its fair value.
Income
Taxes—Deferred
income taxes are provided for using an asset and liability approach. Deferred
income tax assets and liabilities represent the tax effects, based on current
tax law, of future deductible or taxable amounts attributable to events that
have been recognized in the financial statements.
Stock-Based
Compensation—As
amended by Statement of Financial Accounting Standards (“SFAS”) No. 148,
Accounting
for Stock-Based Compensation—Transition and Disclosure, SFAS
No. 123, Accounting
for Stock-Based Compensation,
encourages all entities to adopt a fair value based method of accounting for
employee stock compensation plans, whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. However, it also allows an entity
to continue to measure compensation cost for those plans using the intrinsic
value based method of accounting prescribed by Accounting Principles Board
Opinion (“APB”) No. 25, Accounting
for Stock Issued to Employees, whereby
compensation cost is the excess, if any, of the quoted market price of the stock
at the grant date (or other measurement date) over the amount an employee must
pay to acquire the stock. Stock options issued under the Company’s stock option
plan have no intrinsic value at the grant date, and under APB No. 25 no
compensation cost is recognized for them. The Company has elected to continue
with the accounting methodology in APB No. 25 and, as a result, has provided pro
forma disclosures of net income and earnings per share and other disclosures as
if the fair value based method of accounting had been applied. The pro forma
disclosures include the effects of all awards granted on or after
January 1, 1995.
The
estimated fair value of options granted during 2004, 2003 and 2002 was $3.97,
$1.19 and $0.71 per share, respectively.
Had
compensation cost for the Company’s stock option plan been determined based on
the fair values at the grant dates for awards under the plan consistent with the
fair value method of SFAS No. 123, the Company’s net income and
earnings per share would have been reduced to the pro forma amounts
indicated below for the years ended December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Net
income—as reported |
|
$ |
19,458,308 |
|
$ |
12,816,732 |
|
$ |
8,593,112 |
|
Add:
Stock-based employee compensation |
|
|
|
|
|
|
|
|
|
|
expense
included in reported net income—net |
|
|
|
|
|
|
|
|
|
|
of
related tax effect |
|
|
|
|
|
|
|
|
|
|
Deduct:
Total stock-based employee |
|
|
|
|
|
|
|
|
|
|
expense
determined under fair value based |
|
|
|
|
|
|
|
|
|
|
compensation
method for all awards—net of |
|
|
|
|
|
|
|
|
|
|
related
tax effect |
|
|
(122,306 |
) |
|
(134,347 |
) |
|
(143,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
Pro
forma net income |
|
$ |
19,336,002 |
|
$ |
12,682,385 |
|
$ |
8,449,307 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share: |
|
|
|
|
|
|
|
|
|
|
Basic—as
reported |
|
$ |
0.70 |
|
$ |
0.50 |
|
$ |
0.34 |
|
Basic—pro
forma |
|
$ |
0.70 |
|
$ |
0.49 |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted—as
reported |
|
$ |
0.68 |
|
$ |
0.44 |
|
$ |
0.32 |
|
Diluted—pro
forma |
|
$ |
0.68 |
|
$ |
0.44 |
|
$ |
0.31 |
|
The fair
values of options granted under the Company’s fixed stock option plan during
2004, 2003 and 2002 were estimated on the date of grant using the Black-Scholes
option-pricing model, with the following assumptions used: no cash dividend
yield, expected volatility of 19% for 2004, 22% for 2003 and 22% for 2002;
expected life of two to five years for 2004, 2003 and 2002; and risk-free
interest rate of 3.45%, 3.23% and 2.73% for 2004, 2003 and 2002,
respectively.
Earnings
per Share—Basic
earnings per share (“EPS”) exclude dilution and are computed by dividing
earnings available to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution of securities that could share in the earnings. There was a two-for-one
stock split of the Company’s common shares for the shareholders of record at the
close of business on July 31, 2002, November 30, 2003 and December 3, 2004
which were effective on August 15, 2002, December 17, 2003 and December 14,
2004, respectively. There was a 10% stock dividend, which was paid in May 2003
for shareholders of record at the close of business on April 30, 2003. All basic
and diluted earnings per share in this report have been retroactively restated
for each stock split and stock dividend.
Use
of Estimates in the Preparation of Financial
Statements—The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Recent
Accounting Pronouncements—In
January 2003, the Financial Accounting Standard Board (“FASB”) issued
Interpretation No. 46 — Consolidation
of Variable Interest Entities
(“FIN 46”). In December 2003, the FASB revised FIN 46 and codified certain
FASB Staff Positions previously issued for FIN 46 (“FIN 46R). The objective of
FIN 46 as originally issued, and as revised by FIN 46R, was to improve financial
reporting by companies involved with variable interest entities. Prior to the
effectiveness of FIN 46, a company generally included another entity in its
consolidated financial statements only if it controlled the entity through
voting interests. FIN 46 changed that standard by requiring a variable interest
entity to be consolidated by a company if that company was subject to a majority
of the risk of loss from the variable interest entity’s activities or entitled
to receive a majority of the entity’s residual returns or both. The
consolidation requirements of FIN 46 applied immediately to variable interest
entities created after January 31, 2003. The consolidation requirements applied
to older entities in the first fiscal year or interim period beginning after
June 15, 2003. The provisions of FIN 46R were required to be adopted prior
to the first reporting period that ended after March 15, 2004. Our adoption
of FIN 46 and FIN 46R did not have a significant impact on the financial
position, results of operations or cash flows of the Company.
In
December 2003, the Accounting Standards Executive Committee of the AICPA issued
Statement of Position No. 03-3 (“SOP 03-3”), Accounting
for Certain Loans or Debt Securities Acquired in a Transfer. SOP
03-3 addresses the accounting for differences between the contractual cash flows
and the cash flows expected to be collected from purchased loans or debt
securities if those differences are attributable, in part, to credit quality.
SOP 03-3 requires purchased loans and debt securities to be recorded initially
at fair value based on the present value of the cash flows expected to be
collected with no carryover of any valuation allowance previously recognized by
the seller. Interest income should be recognized based on the effective yield
from the cash flows expected to be collected. To the extent that the purchased
loans or debt securities experience subsequent deterioration in credit quality,
a valuation allowance would be established for any additional cash flows that
are not expected to be received. However, if more cash flows subsequently are
expected to be received than originally estimated, the effective yield would be
adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt
securities acquired after December 31, 2004. The Company anticipates
that the implementation of SOP 03-3 is not expected to have a significant
effect on the consolidated financial statements.
In March
2004, the Emerging Issues Task Force (EITF) reached consensus on the guidance
provided in EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment
and its Application to Certain Investments (EITF 03-1) as applicable to debt and
equity securities that are within the scope of SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities and equity securities that are
accounted for using the cost method specified in Accounting Policy Board Opinion
No. 18, The Equity Method of Accounting for Investments in Common Stock.
An investment is impaired if the fair value of the investment is less than its
cost. EITF 03-1 outlines that an impairment would be considered
other-than-temporary unless: (a) the investor has the ability and intent to hold
an investment for a reasonable period of time sufficient for the recovery of the
fair value up to (or beyond) the cost of the investment, and (b) evidence
indicating that the cost of the investment is recoverable within a reasonable
period of time outweighs evidence to the contrary. Although not presumptive, a
pattern of selling investments prior to the forecasted recovery of fair value
may call into question the investor’s intent. In addition, the severity
and duration of the impairment should also be considered in determining whether
the impairment is other-than-temporary.
In
September 2004 the FASB staff issued a proposed Board-directed FASB Staff
Position, FSP EITF Issue 03-1-a, Implementation Guidance for the Application of
Paragraph 16 of EITF Issue No. 03-1. The proposed FSP would provide
implementation guidance with respect to debt securities that are impaired solely
due to interest rates and/or sector spreads and analyzed for
other-than-temporary impairment under paragraph 16 of Issue 03-1. The Board also
issued FSP EITF Issue 03-1-b, which delays the effective date for the
measurement and recognition guidance contained in paragraphs 10-20 of EITF 03-1.
The delay does not suspend the requirement to recognize other-than-temporary
impairments as required by existing authoritative literature. Adoption of
this standard may cause the Company to recognize impairment losses in the
Consolidated Statements of Operations, which would not have been recognized
under the current guidance or to recognize such losses in earlier periods,
especially those due to increases in interest rates. Since fluctuations in
the fair value for available-for-sale securities are already recorded in
Accumulated Other Comprehensive Income, adoption of this standard is not
expected to have a significant impact on shareholders’ equity.
In
December 2004, the FASB issued SFAS No.153 - Exchanges
of Nonmonetary Assets, which
eliminates the exception from fair value measurement for nonmonetary exchanges
of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
Accounting
for Nonmonetary Transactions, and
replaces it with an exception for exchanges that do not have commercial
substance. This statement specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The provisions of this statement
shall be effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. This statement is not expected to have a
significant effect on the consolidated financial statements.
In
December 2004, the FASB issued SFAS 123R, which revises SFAS 123 and supersedes
APB 25. Accounting and reporting under SFAS 123R is generally similar to the
SFAS 123 approach except that SFAS 123R requires all share-based payments to
employees, including grants of stock options and stock appreciation rights, to
be recognized in the income statement based on their fair values. The provisions
of SFAS 123R are effective for the first interim period of the Company beginning
on July 1, 2005. The Company is currently evaluating both the timing and method
of adopting the new standard.
Reclassifications—Certain
reclassifications were made to the prior years’ presentation to conform to the
current year’s presentation.
The
following is a summary of the investment securities at
December 31:
|
|
|
|
Gross |
|
Gross |
|
Estimated |
|
|
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Fair |
|
2004 |
|
Cost |
|
Gain |
|
Loss |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
Available
for sale: |
|
|
|
|
|
|
|
|
|
Securities
of government |
|
|
|
|
|
|
|
|
|
sponsored
enterprises |
|
$ |
39,944,815 |
|
$ |
15,565 |
|
$ |
228,251 |
|
$ |
39,732,129 |
|
Corporate
Securities |
|
|
3,993,503
|
|
|
15,270
|
|
|
59,429
|
|
|
3,949,344
|
|
CMOs
& MBS |
|
|
32,183,031
|
|
|
109,150
|
|
|
261,169
|
|
|
32,031,012
|
|
Money
Market Preferred Stock |
|
|
10,000,000
|
|
|
— |
|
|
— |
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
86,121,349 |
|
$ |
139,985 |
|
$ |
548,849 |
|
$ |
85,712,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government |
|
|
|
|
|
|
|
|
|
|
|
|
|
sponsored
enterprises |
|
$ |
28,072,958 |
|
$ |
7,606 |
|
$ |
104,458 |
|
$ |
27,976,106 |
|
CMOs
& MBS |
|
|
379,230
|
|
|
— |
|
|
8,040
|
|
|
371,190
|
|
Municipal
Bond |
|
|
810,000
|
|
|
3,804
|
|
|
—
|
|
|
813,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
29,262,188 |
|
$ |
11,410 |
|
$ |
112,498 |
|
$ |
29,161,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
2003 |
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
Available
for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government |
|
|
|
|
|
|
|
|
|
|
|
|
|
sponsored
enterprises |
|
$ |
29,317,232 |
|
$ |
44,733 |
|
$ |
3,626 |
|
$ |
29,358,339 |
|
Corporate
Securities |
|
|
12,362,407
|
|
|
422,956
|
|
|
19,688
|
|
|
12,765,675
|
|
CMOs
& MBS |
|
|
15,021,529
|
|
|
41,612
|
|
|
191,854
|
|
|
14,871,287
|
|
Money
Market Preferred Stock |
|
|
8,000,000
|
|
|
— |
|
|
— |
|
|
8,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
64,701,168 |
|
$ |
509,301 |
|
$ |
215,168 |
|
$ |
64,995,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government |
|
|
|
|
|
|
|
|
|
|
|
|
|
sponsored
enterprises |
|
$ |
19,083,533 |
|
$ |
73,789 |
|
$ |
155,589 |
|
$ |
19,001,733 |
|
Corporate
Securities |
|
|
2,594,377
|
|
|
29,073
|
|
|
— |
|
|
2,623,450
|
|
CMOs
& MBS |
|
|
694,386
|
|
|
— |
|
|
2,360
|
|
|
692,026
|
|
Municipal
Bond |
|
|
1,055,000
|
|
|
18,984
|
|
|
— |
|
|
1,073,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
23,427,296 |
|
$ |
121,846 |
|
$ |
157,949 |
|
$ |
23,391,193 |
|
Accrued
interest and dividends receivable on investment securities totaled $525,464 and
$695,558 at December 31, 2004 and 2003, respectively.
The
following tables show our investments’ gross unrealized losses and fair value,
aggregated by investment category and length of time that individual securities
have been in a continuous unrealized loss position, at December 31:
2004 |
|
|
|
|
|
|
|
|
|
(Dollars
in thousands) |
|
|
|
Less
than 12 months |
|
12
months or longer |
|
Total |
|
|
|
|
|
Gross |
|
|
|
Gross |
|
|
|
Gross |
|
|
|
|
|
Unrealized |
|
|
|
Unrealized |
|
|
|
Unrealized |
|
DESCRIPTION
OF SECURITIES |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government
sponsored
enterprises |
|
$ |
50,789 |
|
$ |
(267 |
) |
$ |
3,934 |
|
$ |
(66 |
) |
$ |
54,723 |
|
$ |
(333 |
) |
Collateralized
mortgage obligations |
|
|
1,915 |
|
|
(29 |
) |
|
2,747 |
|
|
(77 |
) |
|
4,662 |
|
|
(106 |
) |
Mortgage-backed
securities |
|
|
11,970 |
|
|
(123 |
) |
|
2,949 |
|
|
(40 |
) |
|
14,919 |
|
|
(163 |
) |
Corporate
securities |
|
|
1,926 |
|
|
(59 |
) |
|
— |
|
|
— |
|
|
1,926 |
|
|
(59 |
) |
|
|
$ |
66,600 |
|
$ |
(478 |
) |
$ |
9,630 |
|
$ |
(183 |
) |
$ |
76,230 |
|
$ |
(661 |
) |
2003 |
|
|
|
|
|
|
|
|
|
(Dollars
in thousands) |
|
|
|
Less
than 12 months |
|
12
months or longer |
|
Total |
|
|
|
|
|
Gross |
|
|
|
Gross |
|
|
|
Gross |
|
|
|
|
|
Unrealized |
|
|
|
Unrealized |
|
|
|
Unrealized |
|
DESCRIPTION
OF SECURITIES |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
Fair
Value |
|
Losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
of government
sponsored
enterprises |
|
$ |
20,906 |
|
$ |
(159 |
) |
|
— |
|
|
|
|
$ |
20,906 |
|
$ |
(159 |
) |
Collateralized
mortgage obligations |
|
|
4,297
|
|
|
(83 |
) |
|
|
|
|
|
|
|
4,297
|
|
|
(83 |
) |
Mortgage-backed
securities |
|
|
7,447 |
|
|
(111 |
) |
|
|
|
|
|
|
|
7,447 |
|
|
(111 |
) |
Corporate
securities |
|
|
990
|
|
|
(20 |
) |
|
|
|
|
|
|
|
990
|
|
|
(20 |
) |
|
|
$ |
33,640 |
|
$ |
(373 |
) |
|
|
|
|
|
|
$ |
33,640 |
|
$ |
(373 |
) |
The
unrealized loss positions of our government sponsored enterprises bonds,
collateralized mortgage obligations, and mortgage-backed securities are a
function of the volatility of interest rates during 2004, in that they are all
rated AAA by Standard & Poors (“S&P”), redeem at maturity or when called
at par, and have the implicit guaranty of the United States Treasury.
Because
the decline in market value is attributable to changes in interest rates and not
to credit quality, and because the Company has the ability and intent to hold
these investments until a recovery of fair value, which may be at maturity, we
do not consider these investments to be other-than-temporarily impaired at
December 31, 2004 and 2003.
The
amortized cost and estimated fair value of investment securities at
December 31, 2004, by contractual maturity, are shown below.
|
|
Amortized |
|
Estimated |
|
|
|
Cost |
|
Fair
Value |
|
|
|
|
|
|
|
Available
for sale: |
|
|
|
|
|
Due
in one year or less |
|
$ |
10,000,000 |
|
$ |
10,000,000 |
|
Due
after one year through five years |
|
|
36,968,473
|
|
|
36,774,803
|
|
Due
after five years through ten years |
|
|
5,960,609
|
|
|
5,892,920
|
|
Due
after ten years |
|
|
33,192,267
|
|
|
33,044,762
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
86,121,349 |
|
$ |
85,712,485 |
|
|
|
|
|
|
|
|
|
Held
to maturity: |
|
|
|
|
|
|
|
Due
in one year or less |
|
$ |
1,000,000 |
|
$ |
1,005,490 |
|
Due
after one year through five years |
|
|
19,787,416
|
|
|
19,765,244
|
|
Due
after five years through ten years |
|
|
8,095,542
|
|
|
8,019,176
|
|
Due
after ten years |
|
|
379,230
|
|
|
371,190
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
29,262,188 |
|
$ |
29,161,100 |
|
Securities
with amortized cost of approximately $86,582,606 and $62,401,000 were pledged to
secure public deposits and for other purposes as required or permitted by law at
December 31, 2004 and 2003, respectively. For the year ended December 31,
2004 and 2003, proceeds from sale of securities available for sale amounted to
$18,568,500 and 13,785,488, respectively. Gross realized gains from the sales
and maturities of securities available for sale amounted to $284,411 and
$143,294 and gross losses from the sales of securities available for sale
amounted to $12,520 and $139,601 for the years ended December 31, 2004 and 2003,
respectively. There were no sales of securities during 2002.
At
December 31, 2004, 2003, and 2002 we also had $10 million, $8 million, and $0,
respectively, in money market preferred stock (“MMPS”), which is classified as
available-for-sale securities. MMPS is a form of equity security having
characteristics similar to money market investments such as commercial paper and
offers attractive tax-equivalent yields with a 70% dividend received deduction.
MMPS is re-auctioned every 49 or 90 days.
3. |
LOANS
RECEIVABLE AND ALLOWANCE FOR LOAN
LOSSES |
Loans
receivable consist of the following at December 31:
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Commercial
loans |
|
$ |
137,363,148 |
|
$ |
130,055,273 |
|
Real
estate loans |
|
|
852,595,552
|
|
|
601,362,964
|
|
Installment
loans |
|
|
18,810,397
|
|
|
14,968,687
|
|
|
|
|
|
|
|
|
|
|
|
|
1,008,769,097
|
|
|
746,386,924
|
|
Allowance
for loan losses |
|
|
(11,111,092 |
) |
|
(9,011,071 |
) |
Deferred
loan fees |
|
|
(1,761,154 |
) |
|
(1,633,486 |
) |
Unearned
income |
|
|
(7,428,709 |
) |
|
(5,849,681 |
) |
|
|
|
|
|
|
|
|
Loans
receivable—net |
|
$ |
988,468,142 |
|
$ |
729,892,686 |
|
At
December 31, 2004, 2003 and 2002, the Company serviced loans sold to
unaffiliated parties in the amounts of $235,534,249, $180,558,338 and
$126,345,997 respectively.
Management
believes that as of December 31, 2004 and 2003, the allowance for loan
losses is adequate to provide for losses inherent in the loan portfolio;
however, the allowance is an estimate that is inherently uncertain and depends
on the outcome of future events. Management’s estimates are based on previous
loan loss experience; volume, growth and composition of the loan portfolio; the
value of collateral; and current economic conditions.
The
Company evaluates credit risks associated with the commitments to extend credit
and letters of credit at the same time it evaluates credit risk associated with
the loan portfolio. However, the allowances necessary for the commitments are
reported separately in other liabilities in the accompanying statement of
financial condition and not part of the allowance for loan losses as presented
above.
The
activity in the allowance for loan losses was as follows for the years ended
December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
Balance—beginning
of year |
|
$ |
9,011,071 |
|
$ |
6,342,595 |
|
$ |
5,559,071 |
|
Provision
for loan losses |
|
|
3,008,015
|
|
|
2,770,000
|
|
|
3,169,891
|
|
Loans
charged off |
|
|
(1,368,717 |
) |
|
(951,618 |
) |
|
(2,827,912 |
) |
Recoveries
of charge-offs |
|
|
460,723
|
|
|
850,094
|
|
|
441,545
|
|
Balance—end
of year |
|
$ |
11,111,092 |
|
$ |
9,011,071 |
|
$ |
6,342,595 |
|
The
activity in the liability for losses on loan commitments was as follows for the
years ended December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
Balance—beginning
of year |
|
$ |
82,931 |
|
$ |
70,412 |
|
$ |
— |
|
Provision
for losses on loan commitments |
|
|
558,696 |
|
|
12,519 |
|
|
70,412 |
|
Balance—end
of year |
|
$ |
641,627 |
|
$ |
82,931 |
|
$ |
70,412 |
|
At
December 31, 2004 and 2003, the Company had considered $2,656,818 and
$3,628,554 of its loans as impaired with specific reserves of $541,261 and
$603,095, respectively. The average recorded investment in impaired loans during
the years ended December 31, 2004 and 2003 was $3,240,532 and $3,418,360,
respectively. Interest income of $5,828, $2,422 and $137,234 was recognized on a
cash basis on impaired loans during the years ended December 31, 2004, 2003
and 2002, respectively.
At
December 31, 2004, the Company had loans on non-accrual status of $2,642,813
compared to $3,628,554 at December 31, 2003.
At
December 31, 2004, the Company’s loans-to-one-borrower limit was $17.8 million
based upon the 15% of unimpaired capital and surplus measurement. At December
31, 2004, the Company’s largest relationship consisted of one borrower with
outstanding commitments of $9 million, which consisted of three loans, two of
which are secured by commercial real estate and the other by cash. All of these
loans were performing in accordance with their terms.
Many of
our customers are locally based Korean-Americans who also conduct business in
South Korea. Although we conduct most of our business with locally-based
customers and rely on domestically located assets to collateralize our loans and
credit arrangements, we have historically had some exposure to the economy of
South Korea in connection with certain of our loans and credit transactions with
Korean banks.
Substantially
all of the Company’s business is located in California, with a particular
concentration in Southern California. Approximately 90% of the Company’s loan
portfolio was concentrated in Southern California at December 31, 2004. As
a result, the Company’s financial condition and operating results are subject to
changes in economic conditions in that region. In the early to mid-1990s,
California experienced a significant and prolonged downturn in its economy,
which adversely affected financial institutions, including the Company. Although
the general economy in California has recovered from that prolonged recession,
the Company is subject to changes in economic conditions in that region. We can
provide no assurance that conditions in the California economy will not
deteriorate in the future and that such deterioration will not adversely affect
the Company.
The
following is an analysis of all loans to officers and directors of the Company
and its affiliates as of December 31. All such loans were made under terms
that are consistent with the Company’s normal lending policies.
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Outstanding
balance—beginning of year |
|
$ |
12,400,980 |
|
$ |
7,262,174 |
|
Credit
granted, including renewals |
|
|
1,118,764
|
|
|
8,699,140
|
|
Repayments |
|
|
(1,923,707 |
) |
|
(3,560,334 |
) |
|
|
|
|
|
|
|
|
Outstanding
balance—end of year |
|
$ |
11,596,037 |
|
$ |
12,400,980 |
|
Income
from these loans totaled approximately $617,235, $526,000 and $279,000 for the
years ended December 31, 2004, 2003 and 2002, respectively, and is reflected in
the accompanying statements of operations.
4. |
BANK
PREMISES AND EQUIPMENT |
The
following is a summary of the major components of Bank premises and equipment as
of December 31:
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Land |
|
$ |
867,731 |
|
$ |
867,731 |
|
Building |
|
|
1,168,485
|
|
|
1,168,485
|
|
Furniture
and equipment |
|
|
4,219,184
|
|
|
3,909,935
|
|
Leasehold
improvements |
|
|
3,784,671
|
|
|
3,043,630
|
|
|
|
|
|
|
|
|
|
|
|
|
10,040,071
|
|
|
8,989,781
|
|
Accumulated
depreciation and amortization |
|
|
(4,560,295 |
) |
|
(4,187,292 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
5,479,776 |
|
$ |
4,802,489 |
|
Depreciation
expense was $790,186, $654,472 and $637,023 for the years ended
December 31, 2004, 2003 and 2002, respectively.
5. |
OTHER
REAL ESTATE OWNED |
As of
December 31, 2003 and 2002, other real estate owned consisted of single
residential property and a parcel of undeveloped land.
Activity
in the allowance for the other real estate owned losses is as
follows:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Balance—beginning
of year |
|
$ |
— |
|
$ |
— |
|
$ |
150,500 |
|
Provision
charged to operations |
|
|
|
|
|
|
|
|
80,000
|
|
Charge-offs |
|
|
|
|
|
|
|
|
(230,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance—end
of year |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Time
deposits by maturity dates are as follows at December 31:
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Less
than three months |
|
$ |
307,360,905 |
|
$ |
204,206,774 |
|
After
three to six months |
|
|
118,077,134
|
|
|
103,040,844
|
|
After
six months to twelve months |
|
|
118,417,468
|
|
|
102,271,703
|
|
After
twelve months |
|
|
20,399,586
|
|
|
11,719,628
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
564,255,093 |
|
$ |
421,238,949 |
|
The
scheduled maturities of time deposits as of December 31, 2004 are as
follows:
2005 |
|
$ |
543,855,507 |
|
2006 |
|
|
14,446,238
|
|
2007 |
|
|
5,790,675
|
|
2008 |
|
|
99,000
|
|
2009
and thereafter |
|
|
63,673
|
|
|
|
|
|
|
|
|
$ |
564,255,093 |
|
A summary of interest expense on deposits is as
follows for the years ended December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
198,022 |
|
$ |
168,012 |
|
$ |
135,833 |
|
Time
deposits of $100,000 or more |
|
|
8,697,283
|
|
|
5,850,354
|
|
|
5,055,320
|
|
Other
time deposits |
|
|
2,984,659
|
|
|
3,300,442
|
|
|
2,314,393
|
|
Other |
|
|
3,783,263
|
|
|
1,931,512
|
|
|
1,375,456
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,663,227 |
|
$ |
11,250,320 |
|
$ |
8,881,002 |
|
Other
interest-bearing deposits consist of money market deposits and super NOW
deposits.
In
addition to credit risks, because the Company’s customer base is largely
Korean-American, the Company’s deposit base could significantly decrease as a
result of deterioration in the Korean economy. During downturns in the Korean
economy, some of the Company’s customers may need funds for their local
businesses, or may temporarily withdraw deposits in order to transfer funds and
benefit from gains on foreign exchange and interest rates and/or to help their
relatives in South Korea during downturns in the Korean economy. A significant
decrease in the Company’s deposits could also have a material adverse effect on
the financial condition and results of operations of the Company.
7. |
COMMITMENTS
AND CONTINGENCIES |
The
Company leases premises and equipment under noncancelable operating leases.
Future minimum rental commitments under these leases are as follows at
December 31, 2004:
Year |
|
Amount |
|
|
|
|
|
2005 |
|
$ |
1,411,697 |
|
2006 |
|
|
1,106,282
|
|
2007 |
|
|
1,048,393
|
|
2008 |
|
|
732,033
|
|
2009 |
|
|
600,845
|
|
Thereafter |
|
|
221,925
|
|
|
|
$ |
5,121,175 |
|
Rental
expense recorded under such leases amounted to approximately $1,426,000 (2004),
$1,137,000 (2003) and $1,004,000 (2002).
In the
normal course of business, the Company is involved in various legal claims.
Management has reviewed all legal claims against the Company with outside legal
counsel and has taken into consideration the views of such counsel as to the
outcome of the claims. In management’s opinion, the final disposition of all
such claims will not have a material adverse effect on the financial position
and results of operations of the Company.
The
Company is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit and standby letters
of credit. These instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the statements of
financial condition. The Company’s exposure to credit loss in the event of
nonperformance by the other party to commitments to extend credit and standby
letters of credit is represented by the contractual notional amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for extending loan facilities to customers.
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
counterparty.
Collateral
held varies but may include accounts receivable, inventory, property, plant and
equipment and income-producing properties. The Company had commitments to extend
credit of approximately $69,488,000 and $42,574,000 and obligations under
standby letters of credit and commercial letters of credit of approximately
$12,135,000 and $9,632,000 at December 31, 2004 and 2003,
respectively.
8. |
FHLB
BORROWINGS AND JUNIOR SUBORDINATED
DEBENTURES |
At
December 31, 2004, the Company had approved financing with the FHLB for a
maximum advance of up to 25% of total assets ($302,858,000 as of December 31,
2004) based on qualifying collateral. The Company’s borrowing capacity under the
FHLB standard credit program was about $293 million, with $41 million
outstanding as of December 31, 2004.
As of
December 31, 2004, the Company has seven advances from the FHLB. These are
for $5,000,000, $10,000,000, $5,000,000, $5,000,000, $6,000,000, $5,000,000 and
$5,000,000 and mature in January 2005, April 2005, July 2005, August 2005, March
2006, June 2006 and August 2006, respectively, with interest rates of 1.98%,
2.03%, 1.94%, 2.20%, 1.98%, 1.78% and 2.69%, respectively. As of
December 31, 2003, the Company had five borrowings with the FHLB. These
were for $5,000,000, $5,000,000, $10,000,000, $4,000,000 and $5,000,000 and
mature in July 2004, August 2004, September 2004, October 2004 and June 2006,
respectively, with interest rates of 1.11%, 1.10%, 1.09%, 1.20% and 1.78%,
respectively.
The
following table summarizes information relating to the Company’s FHLB advances
for the periods or dates indicated.
|
|
Year
Ended December 31, |
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
(Dollars
in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Average
balance during the year |
|
$ |
43,760 |
|
|
$ |
17,189 |
|
|
$ |
6,151 |
|
Average
interest rate during the year |
|
|
1.56
|
% |
|
|
1.34
|
% |
|
|
1.82
|
% |
Maximum
month-end balance during the year |
|
$ |
55,000 |
|
|
$ |
30,000 |
|
|
$ |
10,000 |
|
Loan
collateralizing the agreements at year-end |
|
$ |
801,785 |
|
|
$ |
184,323 |
|
|
$ |
145,814 |
|
The
Company’s floating rate long-term debt of $10,000,000 and $15,464,000 at
December 31, 2004 represents junior subordinated debentures issued to a
trust in which the Company is the sole stockholder, and matures in 2012 and
2033, respectively. The floating rate is based on the three-month London
Interbank Offered Rate (“LIBOR”) plus 3.10% and 2.85%, respectively. At December
31, 2004, the interest rate on floating rate long-term debt was 5.65% and 5.35%,
respectively. The debt is callable at par by the Company after the initial
five-year term.
During
1997, the Company established a stock option plan that provides for the issuance
of up to 6,499,800 shares of the Company’s authorized but unissued common stock
to managerial employees and directors. The number of securities remaining
available for future issuance under the stock option plan as of December 31,
2004 is 1,049,280. Exercise prices may not be less than the fair market value at
the date of grant. As of December 31, 2004, 1,108,272 shares are
outstanding under this option plan. Options granted under the stock option plans
expire not more than 10 years after the date of grant.
Activity
in the stock option plans, which has been retroactively adjusted for all stock
splits, is as follows for the years ended December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
Weighted- |
|
|
|
Weighted- |
|
|
|
Weighted- |
|
|
|
|
|
Average |
|
|
|
Average |
|
|
|
Average |
|
|
|
|
|
Exercise |
|
|
|
Exercise |
|
|
|
Exercise |
|
|
|
Shares |
|
Price |
|
Shares |
|
Price |
|
Shares |
|
Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding—beginning
of year |
|
|
3,358,094
|
|
$ |
0.98 |
|
|
3,333,904
|
|
$ |
1.06 |
|
|
3,525,088
|
|
$ |
0.88 |
|
Effect
on options, due to stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
dividend |
|
|
|
|
|
|
|
|
333,390
|
|
|
0.97
|
|
|
|
|
|
|
|
Forfeited |
|
|
(14,080 |
) |
|
1.69
|
|
|
(52,800 |
) |
|
1.83
|
|
|
(41,600 |
) |
|
1.73
|
|
Exercised |
|
|
(2,239,742 |
) |
|
0.81
|
|
|
(308,400 |
) |
|
1.25
|
|
|
(469,584 |
) |
|
0.86
|
|
Granted |
|
|
4,000
|
|
|
15.98
|
|
|
52,000
|
|
|
4.53
|
|
|
320,000
|
|
|
2.83
|
|
Outstanding—end
of year |
|
|
1,108,272
|
|
|
1.37
|
|
|
3,358,094
|
|
|
0.98 |
|
|
3,333,904
|
|
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercisable at year-end |
|
|
934,672
|
|
|
1.01
|
|
|
2,923,054
|
|
|
0.80
|
|
|
2,751,504
|
|
|
0.86
|
|
Weighted-average
fair value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
options
granted during the year |
|
$ |
3.97 |
|
|
|
|
$ |
1.19 |
|
|
|
|
$ |
0.71 |
|
|
|
|
Information pertaining to options outstanding at
December 31, 2004 is as follows:
|
|
Options
Outstanding |
|
Options
Exercisable |
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Weighted- |
|
|
|
Weighted- |
|
|
|
|
|
Remaining |
|
Average |
|
|
|
Average |
|
|
|
Number
|
|
Contractual |
|
Exercise |
|
Number
|
|
Exercise |
|
Range
of Exercise Prices |
|
Outstanding |
|
Life |
|
Price |
|
Exercisable |
|
Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.62-$0.88 |
|
|
639,526
|
|
|
2.16 |
|
$ |
0.63 |
|
|
639,526
|
|
$ |
0.63 |
|
$1.39-$1.65 |
|
|
206,240
|
|
|
6.00
|
|
|
1.40 |
|
|
202,720
|
|
|
1.40 |
|
$2.57-$4.53 |
|
|
258,506
|
|
|
7.63
|
|
|
2.96 |
|
|
91,626
|
|
|
2.67
|
|
$15.98
|
|
|
4,000
|
|
|
9.65
|
|
|
15.98 |
|
|
800
|
|
|
15.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at end of year |
|
|
1,108,272
|
|
|
4.18
|
|
|
1.37
|
|
|
934,672
|
|
|
1.01
|
|
A summary
of income tax expense (benefit) for 2004, 2003 and 2002
follows:
|
|
Current |
|
Deferred |
|
Total |
|
|
|
|
|
|
|
|
|
2004: |
|
|
|
|
|
|
|
Federal |
|
$ |
9,453,894 |
|
$ |
443,377 |
|
$ |
9,897,271 |
|
State |
|
|
2,839,784
|
|
|
286,878
|
|
|
3,126,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,293,678 |
|
$ |
730,255 |
|
$ |
13,023,933 |
|
|
|
|
|
|
|
|
|
|
|
|
2003: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
7,565,594 |
|
$ |
(976,311 |
) |
$ |
6,589,283 |
|
State |
|
|
2,185,669
|
|
|
(279,476 |
) |
|
1,906,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,751,263 |
|
$ |
(1,255,787 |
) |
$ |
8,495,476 |
|
|
|
|
|
|
|
|
|
|
|
|
2002: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
5,360,649 |
|
$ |
(802,649 |
) |
$ |
4,558,000 |
|
State |
|
|
1,585,461
|
|
|
(412,461 |
) |
|
1,173,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,946,110 |
|
$ |
(1,215,110 |
) |
$ |
5,731,000 |
|
The
following is a summary of the income taxes payable (receivable) at
December 31:
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Current
income taxes: |
|
|
|
|
|
Federal |
|
$ |
(8,041 |
) |
$ |
1,923,443 |
|
State |
|
|
258,309
|
|
|
1,263,876
|
|
|
|
|
|
|
|
|
|
Total
income taxes payable |
|
$ |
250,268 |
|
$ |
3,187,319 |
|
The
cumulative temporary differences, as tax effected, are as follows as of
December 31, 2004 and 2003:
2004 |
|
Federal |
|
State |
|
Total |
|
|
|
|
|
|
|
|
|
Deferred
tax assets: |
|
|
|
|
|
|
|
Statutory
bad debt deduction less than |
|
|
|
|
|
|
|
financial
statement provision |
|
$ |
3,722,654 |
|
$ |
1,269,150 |
|
$ |
4,991,804 |
|
Tax
depreciation less than financial |
|
|
|
|
|
|
|
|
|
|
statement
depreciation |
|
|
29,757
|
|
|
117,420
|
|
|
147,177
|
|
Mark
to market loans held-for-sale |
|
|
530,283
|
|
|
164,236
|
|
|
694,519
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
deferred tax assets |
|
|
4,282,694
|
|
|
1,550,806
|
|
|
5,833,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities: |
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses |
|
|
220,494
|
|
|
68,291
|
|
|
288,785
|
|
Deferred
loan origination costs |
|
|
670,283
|
|
|
207,596
|
|
|
877,879
|
|
Unrealized
loss on securities available-for-sale |
|
|
(180,056 |
) |
|
(43,250 |
) |
|
(223,306 |
) |
State
tax deferred and other |
|
|
52,414
|
|
|
(1,618 |
) |
|
50,796
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
deferred tax liabilities |
|
|
763,135
|
|
|
231,019
|
|
|
994,154
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets |
|
$ |
3,519,559 |
|
$ |
1,319,787 |
|
$ |
4,839,346 |
|
2003 |
|
Federal |
|
State |
|
Total |
|
|
|
|
|
|
|
|
|
Deferred
tax assets: |
|
|
|
|
|
|
|
Statutory
bad debt deduction less than |
|
|
|
|
|
|
|
financial
statement provision |
|
$ |
2,634,526 |
|
$ |
1,019,285 |
|
$ |
3,653,811 |
|
Tax
depreciation less than financial |
|
|
|
|
|
|
|
|
|
|
statement
depreciation |
|
|
229,990
|
|
|
83,598
|
|
|
313,588
|
|
Mark
to market |
|
|
341,344
|
|
|
105,720
|
|
|
447,064
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
deferred tax assets |
|
|
3,205,860
|
|
|
1,208,603
|
|
|
4,414,463
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities: |
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses |
|
|
207,585
|
|
|
64,292
|
|
|
271,877
|
|
Deferred
loan origination costs |
|
|
496,209
|
|
|
153,683
|
|
|
649,892
|
|
Unrealized
loss on securities available for sale |
|
|
78,402
|
|
|
9,706
|
|
|
88,108
|
|
State
tax deferred and other |
|
|
(394,060 |
) |
|
968
|
|
|
(393,092 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
deferred tax liabilities |
|
|
388,136
|
|
|
228,649
|
|
|
616,785
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets |
|
$ |
2,817,724 |
|
$ |
979,954 |
|
$ |
3,797,678 |
|
In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, the projected future taxable
income, and tax-planning strategies in making this assessment. A valuation allowance against deferred tax assets at
the balance-sheet date is not considered necessary, because it is more likely
than not the deferred tax asset will be fully realized.
A
reconciliation of the difference between the federal statutory income tax rate
and the effective tax rate is shown in the following table for the three years
ended December 31:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Statutory
tax rate |
|
|
35 |
% |
|
35 |
% |
|
35 |
% |
State
taxes—net of Los Angeles Revitalization Zone and federal |
|
|
|
|
|
|
|
|
|
|
tax
benefits |
|
|
6 |
|
|
6 |
|
|
5 |
|
Other—net |
|
|
(1 |
) |
|
(1 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
% |
|
40
|
% |
|
40
|
% |
The
Company believes it has adequately provided for income tax issues not yet
resolved with federal, state and foreign tax authorities. At December 31, 2004,
$532,000 was accrued for unresolved tax matters. Based upon a consideration of
all relevant facts and circumstances, the Company does not believe the ultimate
resolution of tax issues for all open tax periods will have a materially adverse
effect upon its results of operations or financial condition.
In 1996,
the Company established a 401(k) savings plan, which is open to all eligible
employees who are 21 years old or over and have completed six months of
service. The plan provides for the Company’s matching contribution up to 6% of
participants’ compensation during the plan year. Vesting in employer
contributions is 25% after two years of service and 25% per year thereafter.
Total employer contributions to the plan amounted to approximately $119,000
(2004), $105,000 (2003) and $93,000 (2002).
The
Company is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory—and possibly additional discretionary—actions by
regulators that, if undertaken, could have a direct material effect on the
Company’s financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Company’s
assets, liabilities and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Company’s capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
Quantitative
measures established by regulation to ensure capital adequacy require the
Company to maintain minimum ratios (set forth in the table below) of total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as
defined) and Tier I capital (as defined) to average assets (as defined).
Management believes that, as of December 31, 2004 and 2003, the Company
meets all capital adequacy requirements to which it is subject.
Before
our bank holding company reorganization, our 2003 debenture was treated as Tier
2 capital for Bank regulatory capital purposes. The bank holding company
reorganization allows us to take advantage of the current Federal Reserve Board
rules regarding the capital treatment of junior subordinated debentures and
related trust preferred securities which provide that a bank holding company may
count a portion of the proceeds of a trust preferred securities issuance as Tier
1 capital in an amount up to 25% of its total Tier 1 capital. Under the
current Federal Reserve Board capital guidelines, as of December 31, 2004, the
Company is able to include all of the proceeds from the issuance of the trust
preferred securities as Tier 1 capital.
The
Company is periodically examined by the Federal Deposit Insurance Corporation
(“FDIC”) and the Department of Financial Institutions of the State of
California. As of the most recent notification from the FDIC, the Company is
categorized as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized, the Company must
maintain minimum total risk-based, Tier I risk-based and Tier I
leverage ratios as set forth in the table.
The
Company’s actual capital amounts and ratios are presented in the
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
|
For
Capital Adequacy Purposes |
|
|
|
|
|
|
Amount |
|
Ratio |
|
|
Amount |
|
|
|
Ratio |
|
|
Amount
|
|
|
|
Ratio |
|
|
(In
thousands) |
|
(In
thousands) |
|
|
|
(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2004: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capital (to risk- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
assets) |
|
$ |
125,011 |
|
|
11.95
|
% |
|
$ |
83,662 |
|
|
> |
|
|
8.0
|
% |
|
$ |
104,577 |
|
|
> |
|
|
10.0
|
% |
Tier
I capital (to risk- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
assets) |
|
$ |
103,258 |
|
|
9.87
|
% |
|
$ |
41,831 |
|
|
> |
|
|
4.0
|
% |
|
$ |
62,746 |
|
|
> |
|
|
6.0
|
% |
Tier
I capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to
average assets) |
|
$ |
103,258 |
|
|
8.35
|
% |
|
$ |
49,439 |
|
|
> |
|
|
4.0
|
% |
|
$ |
61,798 |
|
|
> |
|
|
5.0
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2003: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capital (to risk- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
assets) |
|
$ |
93,096 |
|
|
11.59
|
% |
|
$ |
64,260 |
|
|
> |
|
|
8.0
|
% |
|
$ |
80,324 |
|
|
> |
|
|
10.0
|
% |
Tier
I capital (to risk- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
assets) |
|
$ |
58,538 |
|
|
7.29
|
% |
|
$ |
32,120 |
|
|
> |
|
|
4.0
|
% |
|
$ |
48,179 |
|
|
> |
|
|
6.0
|
% |
Tier
I capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to
average assets) |
|
$ |
58,538 |
|
|
6.36
|
% |
|
$ |
36,816 |
|
|
> |
|
|
4.0
|
% |
|
$ |
46,020 |
|
|
> |
|
|
5.0
|
% |
As a
holding company whose only significant asset is the common stock of the Bank,
the Company's ability to pay dividends on its common stock and to conduct
business activities directly or in non-banking subsidiaries depends
significantly on the receipt of dividends or other distributions from the
Bank. The
Bank’s ability
to pay any cash dividends will depend not only upon our earnings during a
specified period, but also on our meeting certain capital
requirements.
The FDIA and
FDIC regulations restrict the payment of dividends when a bank is
undercapitalized, when a bank has failed to pay insurance assessments, or when
there are safety and soundness concerns regarding a bank.
The
payment of dividends by the Bank may also be affected by other regulatory
requirements and policies, such as maintenance of adequate capital. If, in the
opinion of the regulatory authority, a depository institution under its
jurisdiction is engaged in, or is about to engage in, an unsafe or unsound
practice (that, depending on the financial condition of the depository
institution, could include the payment of dividends), such authority may
require, after notice and hearing, that such depository institution cease and
desist from such practice. The Federal Reserve Board has issued a policy
statement that provides that insured banks and bank holding companies should
generally pay dividends only out of operating earnings for the current and
preceding two years. In addition, all insured depository institutions are
subject to the capital-based limitations required by the Federal Deposit
Insurance Corporation Improvement Act of 1991. In
addition to the regulation of dividends and other capital distributions, there
are various statutory and regulatory limitations on the extent to which the Bank
can finance or otherwise transfer funds to the Company or any of its non-banking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. The Federal Reserve Act and Regulation may further restrict
these transactions in the interest of safety and soundness.
13. |
FAIR
VALUE OF FINANCIAL INSTRUMENTS |
The
estimated fair value of financial instruments has been determined by the Company
using available market information and appropriate valuation methodologies.
However, considerable judgment is required to interpret market data in order to
develop estimates of fair value.
Accordingly,
the estimates presented herein are not necessarily indicative of the amounts the
Company could realize in a current market exchange. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts at December 31:
|
|
2004 |
|
2003 |
|
|
|
Carrying |
|
Estimated |
|
Carrying |
|
Estimated |
|
|
|
Amount |
|
Fair
Value |
|
Amount |
|
Fair
Value |
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
$ |
98,903,163 |
|
$ |
98,903,163 |
|
$ |
112,486,069 |
|
$ |
112,486,069 |
|
Interest-bearing
deposits in other |
|
|
|
|
|
|
|
|
|
|
|
|
|
financial
institutions |
|
|
2,573
|
|
|
2,573
|
|
|
201,496
|
|
|
201,496
|
|
Investment
securities available for sale |
|
|
85,712,485
|
|
|
85,712,485
|
|
|
64,995,301
|
|
|
64,995,301
|
|
Investment
securities held to maturity |
|
|
29,262,188
|
|
|
29,161,100
|
|
|
23,427,296
|
|
|
23,391,193
|
|
Interest-only
strip |
|
|
1,494,176
|
|
|
1,494,176
|
|
|
847,306
|
|
|
847,306
|
|
Loans
receivable—net |
|
|
988,468,142
|
|
|
984,569,550
|
|
|
729,892,686
|
|
|
726,778,834
|
|
Loans
held for sale |
|
|
21,144,128
|
|
|
22,865,260
|
|
|
18,101,665
|
|
|
19,549,799
|
|
FHLB
stock |
|
|
4,371,500
|
|
|
4,371,500
|
|
|
1,509,500
|
|
|
1,509,500
|
|
Accrued
interest receivable |
|
|
3,867,005
|
|
|
3,867,005
|
|
|
2,685,200
|
|
|
2,685,200
|
|
Servicing
asset |
|
|
4,373,974
|
|
|
4,556,088
|
|
|
3,282,683
|
|
|
4,135,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
deposits |
|
$ |
274,207,744 |
|
$ |
274,207,744 |
|
$ |
238,018,220 |
|
$ |
238,018,220 |
|
Interest-bearing
deposits |
|
|
824,765,268
|
|
|
823,640,024
|
|
|
618,497,957
|
|
|
617,870,322
|
|
Subordinated
Debentures |
|
|
25,464,000
|
|
|
25,459,190
|
|
|
25,464,000
|
|
|
25,464,000
|
|
FHLB
borrowings |
|
|
41,000,000
|
|
|
40,670,670
|
|
|
29,000,000
|
|
|
29,021,431
|
|
Accrued
interest payable |
|
|
2,891,707
|
|
|
2,891,707
|
|
|
2,103,244
|
|
|
2,103,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
methods and assumptions used to estimate the fair value of each class of
financial statements for which it is practicable to estimate that value are
explained below:
Cash
and Cash Equivalents—The
carrying amounts approximate fair value due to the short-term nature of these
investments.
Interest-Bearing
Deposits in Other Financial Institutions—The
carrying amounts approximate fair value due to the short-term nature of these
investments.
Investment
Securities—The fair
value of investment securities is generally obtained from market bids from
similar or identical securities, or obtained from independent securities brokers
or dealers.
Interest-Only
Strip—The fair
value of the I/O strip is calculated by the Company’s management based on the
present value of the excess of total servicing fees over the contractually
specified servicing fee for the estimated life of loans that were sold,
discounted at a market interest rate.
Loans—Fair
values are estimated for portfolios of loans with similar financial
characteristics, primarily fixed and adjustable rate interest terms. The fair
values of fixed rate mortgage loans are based on discounted cash flows utilizing
applicable risk-adjusted spreads relative to the current pricing of similar
fixed rate loans, as well as anticipated repayment schedules. The fair value of
adjustable rate commercial loans is based on the estimated discounted cash flows
utilizing the discount rates that approximate the pricing of loans
collateralized by similar commercial properties. The estimated fair value is net
of allowance for loan losses. The carrying amount of accrued interest receivable
approximates its fair value.
The fair
value of nonperforming loans at December 31, 2004 and 2003 was not
estimated because it is not practicable to reasonably assess the credit
adjustment that would be applied in the marketplace for such loans.
FHLB
Stock—The
carrying amounts approximate fair value, as the stock may be sold back to the
FHLB at the carrying value.
Servicing
Asset—The fair
value of the servicing asset is based on the present value of the contractually
specified servicing fee, net of servicing cost, for the estimated life of the
loans the Company sold, based upon approximate prepayment speed, discounted by
the effective interest rate.
Deposits—The fair
values of nonmaturity deposits are equal to the carrying values of such
deposits. Nonmaturity deposits include noninterest-bearing demand deposits,
savings accounts, super NOW accounts, and money market demand accounts.
Discounted cash flows have been used to value term deposits, such as CDs. The
discount rate used is based on interest rates currently being offered by the
Company on comparable deposits as to amount and term. The carrying amount of
accrued interest payable approximates its fair value.
Subordinated
Debentures and FHLB Borrowings—The fair
value of debt at December 31, 2004 is based on discounted cash flows. The
discount rate used is based on the current market rate.
Loan
Commitments and Standby Letters of Credit—The fair
value of loan commitments and standby letters of credit is based upon the
difference between the current value of similar loans and the price at which the
Company has committed to make the loans. The fair value of loan commitments and
standby letters of credit is not material at December 31, 2004 and
2003.
The fair
value estimates presented herein are based on pertinent information available to
management at December 31, 2004 and 2003. Although management is not aware
of any factors that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes of these
financial statements since that date, and therefore, current estimates of fair
value may differ significantly from the amounts presented herein.
The
following is a reconciliation of the numerators and denominators of the basic
and diluted per share computations at December 31, 2004, 2003 and
2002:
|
|
Income |
|
Shares |
|
Per
Share |
|
2004 |
|
(Numerator) |
|
(Denominator) |
|
Amount |
|
|
|
|
|
|
|
|
|
Basic
EPS—income available to |
|
|
|
|
|
|
|
common
shareholders |
|
$ |
19,458,308 |
|
|
27,623,766
|
|
$ |
0.70 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of dilutive securities—options |
|
|
|
|
|
892,116
|
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
Diluted
EPS—income available to |
|
|
|
|
|
|
|
|
|
|
common
shareholders |
|
$ |
19,458,308 |
|
|
28,515,882
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
EPS—income available to |
|
|
|
|
|
|
|
|
|
|
common
shareholders |
|
$ |
12,816,732 |
|
|
25,781,222
|
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of dilutive securities—options |
|
|
|
|
|
3,191,986
|
|
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
Diluted
EPS—income available to |
|
|
|
|
|
|
|
|
|
|
common
shareholders |
|
$ |
12,816,732 |
|
|
28,973,208
|
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
EPS—income available to |
|
|
|
|
|
|
|
|
|
|
common
shareholders |
|
$ |
8,593,112 |
|
|
25,319,514
|
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of dilutive securities—options |
|
|
|
|
|
1,739,336
|
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
Diluted
EPS—income available to |
|
|
|
|
|
|
|
|
|
|
common
shareholders |
|
$ |
8,593,112 |
|
|
27,058,850
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
There
were no anti-dilutive shares as of December 31, 2004, 2003 and
2002.
15. |
QUARTERLY
FINANCIAL DATA (UNAUDITED) |
Summarized
quarterly financial data follows:
|
|
Three
Months Ended |
|
|
|
March
31 |
|
June
30 |
|
September
30 |
|
December
31 |
|
Total |
|
2004 |
|
(In
thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income |
|
$ |
9,105 |
|
$ |
9,538 |
|
$ |
11,113 |
|
$ |
12,579 |
|
$ |
42,335 |
|
Provision
for loan losses |
|
|
897
|
|
|
670
|
|
|
1,450
|
|
|
550
|
|
|
3,567
|
|
Net
income |
|
|
4,345
|
|
|
4,823
|
|
|
5,100
|
|
|
5,190
|
|
|
19,458
|
|
Basic
earnings per common share |
|
|
0.16
|
|
|
0.18
|
|
|
0.18
|
|
|
0.18
|
|
|
0.70
|
|
Diluted
earnings per common share |
|
|
0.15
|
|
|
0.17
|
|
|
0.18
|
|
|
0.18
|
|
|
0.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income |
|
$ |
6,293 |
|
$ |
6,757 |
|
$ |
7,748 |
|
$ |
8,184 |
|
$ |
28,982 |
|
Provision
for loan losses |
|
|
453
|
|
|
343
|
|
|
755
|
|
|
1,232
|
|
|
2,783
|
|
Net
income |
|
|
2,757
|
|
|
3,251
|
|
|
3,331
|
|
|
3,478
|
|
|
12,817
|
|
Basic
earnings per common share |
|
|
0.11
|
|
|
0.13
|
|
|
0.13
|
|
|
0.13
|
|
|
0.50
|
|
Diluted
earnings per common share |
|
|
0.10
|
|
|
0.11
|
|
|
0.11
|
|
|
0.12
|
|
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. |
BUSINESS
SEGMENT INFORMATION |
The
following disclosure about segments of the Company is made in accordance with
the requirements of SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information. The
Company segregates its operations into three primary segments: Banking
Operations, Trade Finance Services (“TFS”), and Small Business Administration
Lending Services. The Company determines the operating results of each segment
based on an internal management system that allocates certain expenses to each
segment.
Banking
Operations—The
Company provides lending products, including commercial installment and real
estate loans, to its customers.
Trade
Finance Services—The
Trade Finance department allows the Company’s import/export customers to handle
their international transactions. Trade finance products include, among others,
the issuance and collection of letters of credit, international collection and
import/export financing.
Small
Business Administration Lending Services—The SBA
department mainly provides customers of the Company access to the U.S.
SBA-guaranteed lending program.
The
following are the results of operations of the Company’s segments for the
year-ended December 31:
|
|
Business
Segment |
|
|
|
|
|
Banking |
|
|
|
|
|
|
|
|
|
Operations |
|
TFS |
|
SBA |
|
Company |
|
2004 |
|
(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
Net
interest income |
|
$ |
31,029 |
|
$ |
1,965 |
|
$ |
9,341 |
|
$ |
42,335 |
|
Less
provision for loan losses |
|
|
2,180
|
|
|
1,327
|
|
|
60
|
|
|
3,567
|
|
Other
operating income |
|
|
9,233
|
|
|
1,808
|
|
|
9,956
|
|
|
20,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue |
|
|
38,082
|
|
|
2,446
|
|
|
19,237
|
|
|
59,765
|
|
Other
operating expenses |
|
|
22,685
|
|
|
762
|
|
|
3,836
|
|
|
27,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes |
|
$ |
15,397 |
|
$ |
1,684 |
|
$ |
15,401 |
|
$ |
32,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
segment assets |
|
$ |
835,553 |
|
$ |
44,316 |
|
$ |
150,044 |
|
$ |
1,029,913 |
|
Non-business
segment assets |
|
|
|
|
|
|
|
|
|
|
|
235,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
1,265,641 |
|
|
|
Business
Segment |
|
|
|
|
|
Banking |
|
|
|
|
|
|
|
|
|
Operations |
|
TFS |
|
SBA |
|
Company |
|
2003 |
|
(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
Net
interest income |
|
$ |
20,698 |
|
$ |
1,242 |
|
$ |
7,042 |
|
$ |
28,982 |
|
Less
provision for loan losses |
|
|
1,812
|
|
|
(175 |
) |
|
1,146
|
|
|
2,783
|
|
Other
operating income |
|
|
7,684
|
|
|
1,545
|
|
|
7,869
|
|
|
17,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue |
|
|
26,570
|
|
|
2,962
|
|
|
13,765
|
|
|
43,297
|
|
Other
operating expenses |
|
|
18,408
|
|
|
758
|
|
|
2,819
|
|
|
21,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes |
|
$ |
8,162 |
|
$ |
2,204 |
|
$ |
10,946 |
|
$ |
21,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
segment assets |
|
$ |
609,116 |
|
$ |
29,808 |
|
$ |
125,565 |
|
$ |
764,489 |
|
Non-business
segment assets |
|
|
|
|
|
|
|
|
|
|
|
218,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
983,264 |
|
|
|
Business
Segment |
|
|
|
|
|
Banking |
|
|
|
|
|
|
|
|
|
Operations |
|
TFS |
|
SBA |
|
Company |
|
2002 |
|
(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
Net
interest income |
|
$ |
16,803 |
|
$ |
1,194 |
|
$ |
5,780 |
|
$ |
23,777 |
|
Less
provision for loan losses |
|
|
2,240
|
|
|
549
|
|
|
451
|
|
|
3,240
|
|
Other
operating income |
|
|
6,163
|
|
|
1,262
|
|
|
3,950
|
|
|
11,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue |
|
|
20,726
|
|
|
1,907
|
|
|
9,279
|
|
|
31,912
|
|
Other
operating expenses |
|
|
14,740
|
|
|
745
|
|
|
2,103
|
|
|
17,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes |
|
$ |
5,986 |
|
$ |
1,162 |
|
$ |
7,176 |
|
$ |
14,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
segment assets |
|
$ |
403,097 |
|
$ |
25,030 |
|
$ |
101,581 |
|
$ |
529,708 |
|
Non-business
segment assets |
|
|
|
|
|
|
|
|
|
|
|
163,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
692,810 |
|
17. |
CONDENSED
FINANCIAL STATEMENTS OF PARENT
COMPANY |
The
following presents the unconsolidated financial statements of only the parent
company, Wilshire Bancorp, Inc., as of December 31:
|
|
|
|
|
|
|
|
(In
thousands) |
|
2004 |
|
|
|
2004 |
|
STATEMENTS
OF FINANCIAL CONDITION |
|
STATEMENTS
OF OPERATIONS |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
Interest
expense |
|
$
|
228 |
|
Cash
and cash equivalents |
|
$ |
356 |
|
Net
interest expense |
|
|
228
|
|
Investment
in subsidiaries |
|
|
103,447
|
|
Other
operating expense |
|
|
|
|
Total
assets |
|
$ |
103,803 |
|
Equity
in net earnings |
|
|
|
|
|
|
|
|
|
|
of
subsidiaries |
|
|
6,209
|
|
Liabilities: |
|
|
|
|
Earnings
before income |
|
|
|
|
Other
borrowings |
|
$ |
15,464 |
|
tax
provision |
|
|
5,981
|
|
Accounts
payable and other liabilities |
|
|
31
|
|
Income
tax benefit |
|
|
|
|
Total
liabilities |
|
|
15,495
|
|
Net
Income |
|
$ |
5,981 |
|
Stockholders'
Equity |
|
|
88,308
|
|
|
|
|
|
|
|
Total
liabilities and |
|
|
|
|
|
|
|
|
|
|
stockholders'
equity |
|
$ |
103,803 |
|
|
|
|
|
|
|
Notes to
Consolidated Financial Statements (continued)
|
|
|
|
|
|
2004 |
|
|
|
|
|
STATEMENTS
OF CASH FLOWS |
|
|
|
Cash
flows from operating activities: |
|
|
|
Net
income |
|
$ |
5,981 |
|
Adjustments
to reconcile net earnings to net cash used in operating
activities: |
|
|
|
|
Amortization |
|
|
|
|
Decrease
in accounts payable and other liabilities |
|
|
(111 |
) |
Equity
in net earnings of subsidiaries |
|
|
(6,209 |
) |
Net
cash used in operating activities |
|
$ |
(339 |
) |
|
|
|
|
|
Cash
flows from Investing activities: |
|
|
|
|
Payments
for investments in and advances to subsidiaries |
|
|
(14,500 |
) |
Net
cash used by investing activities |
|
|
(14,500 |
) |
|
|
|
|
|
Cash
flows from financing activities: |
|
|
|
|
Proceeds
from the issuance of trust preferred securities |
|
|
15,141 |
|
Proceeds
from exercise of stock options |
|
|
54
|
|
Payments
of cash and cash equivalents |
|
|
|
|
Net
cash provided by financing activities |
|
|
15,195
|
|
Net
increase in cash and cash equivalents |
|
|
356
|
|
Cash
and cash equivalents, beginning of year |
|
|
|
|
Cash
and cash equivalents, end of year |
|
$ |
356 |
|
******