UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
Commission file number: 000-50050
Center Financial Corporation
(Exact name of Registrant as specified in its charter)
California | 52-2380548 | |
(State of Incorporation) | (IRS Employer Identification No) |
3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010
(Address of principal executive offices)
(213) 251-2222
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ¨ Yes x No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
As of October 31, 2004, there were 16,258,878 outstanding shares of the issuers Common Stock with no par value.
Index
PART I - FINANCIAL INFORMATION |
3 | |||
ITEM 1. |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 3 | ||
8 | ||||
ITEM 2: |
MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16 | ||
16 | ||||
17 | ||||
18 | ||||
26 | ||||
38 | ||||
41 | ||||
ITEM 3: |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 42 | ||
ITEM 4: |
CONTROLS AND PROCEDURES | 42 | ||
PART II - OTHER INFORMATION |
42 | |||
ITEM 1: |
LEGAL PROCEEDINGS | 42 | ||
ITEM 2: |
CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES | 42 | ||
ITEM 3: |
DEFAULTS UPON SENIOR SECURITIES | 43 | ||
ITEM 4: |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 43 | ||
ITEM 5: |
OTHER INFORMATION | 43 | ||
ITEM 6: |
EXHIBITS AND REPORTS ON FORM 8-K | 44 | ||
45 |
2
PART I - FINANCIAL INFORMATION
Item 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003 (Unaudited)
9/30/2004 |
12/31/2003 | |||||
(Dollars in thousands) | ||||||
ASSETS |
||||||
Cash and due from banks |
$ | 59,068 | $ | 76,926 | ||
Federal funds sold |
84,145 | 41,635 | ||||
Money market funds and interest-bearing deposits in other banks |
| 22,400 | ||||
Cash and cash equivalents |
143,213 | 140,961 | ||||
Securities available for sale, at fair value |
124,778 | 110,126 | ||||
Securities held to maturity, at amortized cost (fair value of $12,224 as of September 30, 2004 and $15,656 as of December 31, 2003) |
11,920 | 15,390 | ||||
Federal Home Loan Bank and other equity stock, at cost |
3,870 | 2,578 | ||||
Loans, net of allowance for loan losses of $10,364 as for September 30, 2004 and $8,804 as of December 31, 2003 |
908,301 | 692,154 | ||||
Loans held for sale, at the lower of cost or market |
20,530 | 24,854 | ||||
Premises and equipment, net |
11,221 | 11,063 | ||||
Customers liability on acceptances |
8,897 | 4,492 | ||||
Accrued interest receivable |
3,902 | 3,085 | ||||
Deferred income taxes, net |
3,246 | 3,033 | ||||
Investments in affordable housing partnerships |
3,885 | 3,665 | ||||
Cash surrender value of life insurance |
10,340 | 10,034 | ||||
Goodwill |
1,253 | | ||||
Intangible assets |
440 | | ||||
Other assets |
5,549 | 5,931 | ||||
Total |
$ | 1,261,345 | $ | 1,027,366 | ||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||
Liabilities: |
||||||
Deposits: |
||||||
Noninterest-bearing |
325,486 | 268,534 | ||||
Interest-bearing |
753,239 | 599,331 | ||||
Total deposits |
1,078,725 | 867,865 | ||||
Acceptances outstanding |
8,897 | 4,492 | ||||
Accrued interest payable |
2,785 | 2,431 | ||||
Other borrowed funds |
59,776 | 50,671 | ||||
Long-term subordinated debentures |
18,557 | 18,557 | ||||
Accrued expenses and other liabilities |
5,329 | 5,089 | ||||
Total liabilities |
1,174,069 | 949,105 | ||||
Commitments and Contingencies (Note 11) |
||||||
Shareholders Equity |
||||||
Serial preferred stock, no par value; authorized 10,000,000 shares; issued and outstanding, none |
| | ||||
Common stock, no par value; authorized 40,000,000 shares; issued and outstanding, 16,251,158 as of September 30, 2004 and 16,048,520 as of December 31, 2003 |
64,680 | 63,438 | ||||
Retained earnings |
22,252 | 14,186 | ||||
Accumulated other comprehensive income, net of tax |
344 | 637 | ||||
Total shareholders equity |
87,276 | 78,261 | ||||
Total |
$ | 1,261,345 | $ | 1,027,366 | ||
See accompanying notes to interim consolidated financial statements.
3
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited)
Three Months Ended |
Nine Months Ended | ||||||||||||||
2004 |
2003 |
2004 |
2003 | ||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||
Interest and Dividend Income: |
|||||||||||||||
Interest and fees on loans |
$ | 13,978 | $ | 9,699 | $ | 37,382 | $ | 27,528 | |||||||
Interest on federal funds sold |
364 | 106 | 527 | 309 | |||||||||||
Interest on taxable investment securities |
833 | 865 | 2,485 | 3,134 | |||||||||||
Interest on tax-advantaged investment securities |
124 | 171 | 427 | 548 | |||||||||||
Dividends on equity stock |
49 | 8 | 111 | 32 | |||||||||||
Money market funds and interest-earning deposits |
2 | 67 | 104 | 207 | |||||||||||
Total interest and dividend income |
15,350 | 10,916 | 41,036 | 31,758 | |||||||||||
Interest Expense: |
|||||||||||||||
Interest on deposits |
3,748 | 2,778 | 9,881 | 8,363 | |||||||||||
Interest on borrowed funds |
101 | 127 | 371 | 381 | |||||||||||
Interest on long-term subordinated debenture |
203 | | 568 | | |||||||||||
Total interest expense |
4,052 | 2,905 | 10,820 | 8,744 | |||||||||||
Net interest income before provision for loan losses |
11,298 | 8,011 | 30,216 | 23,014 | |||||||||||
Provision for loan losses |
700 | 800 | 2,150 | 1,750 | |||||||||||
Net interest income after provision for loan losses |
10,598 | 7,211 | 28,066 | 21,264 | |||||||||||
Noninterest Income: |
|||||||||||||||
Customer service fees |
2,340 | 1,900 | 6,250 | 5,254 | |||||||||||
Fee income from trade finance transactions |
1,053 | 691 | 2,671 | 1,966 | |||||||||||
Wire transfer fees |
204 | 170 | 602 | 501 | |||||||||||
Gain on sale of loans |
2,403 | 656 | 3,670 | 1,593 | |||||||||||
Net (loss) gain on sale of securities available for sale |
(9 | ) | (9 | ) | (15 | ) | 330 | ||||||||
Loan service fees |
514 | 322 | 1,523 | 948 | |||||||||||
Other income |
367 | 510 | 1,146 | 1,205 | |||||||||||
Total noninterest income |
6,872 | 4,240 | 15,847 | 11,797 | |||||||||||
Noninterest Expense: |
|||||||||||||||
Salaries and employee benefits |
4,487 | 3,160 | 11,844 | 9,767 | |||||||||||
Occupancy |
634 | 537 | 1,843 | 1,480 | |||||||||||
Furniture, fixtures, and equipment |
352 | 347 | 1,002 | 988 | |||||||||||
Data processing |
675 | 445 | 1,649 | 1,278 | |||||||||||
Professional service fees |
1,181 | 757 | 2,486 | 1,422 | |||||||||||
Business promotion and advertising |
580 | 467 | 1,505 | 1,321 | |||||||||||
Stationery and supplies |
147 | 146 | 380 | 450 | |||||||||||
Telecommunications |
114 | 122 | 397 | 359 | |||||||||||
Postage and courier service |
171 | 135 | 458 | 386 | |||||||||||
Security service |
221 | 157 | 543 | 451 | |||||||||||
Impairment loss of securities available for sale |
1,329 | | 1,869 | | |||||||||||
Other operating expenses |
926 | 508 | 2,624 | 1,588 | |||||||||||
Total noninterest expense |
10,817 | 6,781 | 26,600 | 19,490 | |||||||||||
Income before income tax provision |
6,653 | 4,670 | 17,313 | 13,571 | |||||||||||
Income tax provision |
2,550 | 1,666 | 6,664 | 4,963 | |||||||||||
Net income |
$ | 4,103 | $ | 3,004 | $ | 10,649 | $ | 8,608 | |||||||
Earnings per share: |
|||||||||||||||
Basic* |
$ | 0.25 | $ | 0.19 | $ | 0.66 | $ | 0.55 | |||||||
Diluted* |
$ | 0.25 | $ | 0.19 | $ | 0.65 | $ | 0.54 | |||||||
See accompanying notes to interim consolidated financial statements.
* | Adjusted for two for one stock split effective February 17, 2004. |
4
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND YEAR ENDED DECEMBER 31, 2003 (Unaudited)
Common Stock |
Accumulated Comprehensive |
Total Shareholders |
|||||||||||||||
Number of Shares |
Amount |
Retained Earnings |
|||||||||||||||
(In thousands) | |||||||||||||||||
BALANCE, JANUARY 1, 2003 |
14,246 | $ | 51,831 | $ | 11,704 | $ | 1,671 | $ | 65,206 | ||||||||
Comprehensive income |
|||||||||||||||||
Net income |
11,652 | 11,652 | |||||||||||||||
Other comprehensive income |
|||||||||||||||||
Change in unrealized gain, net of tax (benefit) expense of ($909) and $158 on: |
|||||||||||||||||
Securities available for sale |
(1,253 | ) | |||||||||||||||
Interest rate swap |
219 | (1,034 | ) | ||||||||||||||
Comprehensive income |
10,618 | ||||||||||||||||
Stock options exercised |
652 | 1,836 | 1,836 | ||||||||||||||
Tax benefit from stock options exercised |
1,245 | 1,245 | |||||||||||||||
Stock dividend |
1,150 | 8,526 | (8,526 | ) | |||||||||||||
Cash dividend ($0.04* per share) |
(641 | ) | (641 | ) | |||||||||||||
Cash paid for fractional shares |
(3 | ) | (3 | ) | |||||||||||||
BALANCE, DECEMBER 31, 2003 |
16,048 | 63,438 | 14,186 | 637 | 78,261 | ||||||||||||
Comprehensive income |
|||||||||||||||||
Net income |
10,649 | 10,649 | |||||||||||||||
Other comprehensive income |
|||||||||||||||||
Change in unrealized gain, net of tax expense (benefit) of $293 and $(506) on: |
|||||||||||||||||
Securities available for sale |
404 | ||||||||||||||||
Interest rate swap |
(697 | ) | (293 | ) | |||||||||||||
Comprehensive income |
10,356 | ||||||||||||||||
Stock options exercised |
203 | 828 | 828 | ||||||||||||||
Tax benefit from stock option exercised and acceleration of stock options |
414 | 414 | |||||||||||||||
Cash dividend ($0.04* per share) |
(2,583 | ) | (2,583 | ) | |||||||||||||
BALANCE, SEPTEMBER 30, 2004 |
16,251 | $ | 64,680 | $ | 22,252 | $ | 344 | $ | 87,276 | ||||||||
See accompanying notes to interim consolidated financial statements. |
(Continued | ) |
* | Adjusted for two for one stock split effective February 17, 2004. |
5
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND YEAR ENDED DECEMBER 31, 2003 (Unaudited)
Disclosures of reclassification amounts for the nine months ended September 30, 2004 and for the year ended December 31, 2003:
9/30/2004 |
12/31/2003 |
|||||||
(Dollars in thousands) | ||||||||
Unrealized gain (loss) on securities available for sale: |
||||||||
Unrealized holding gain (loss) arising during period, net of tax expense (benefit) of $299 in 2004 and $(770) in 2003 |
$ | 413 | $ | (1,062 | ) | |||
Less reclassification adjustments for loss (gain) included in net income, net of tax expense of $6 in 2004 and $139 in 2003 |
(9 | ) | (191 | ) | ||||
Net change in unrealized gain on securities available for sale, net of tax expense (benefit) of $293 in 2004 and $(909) in 2003 |
404 | (1,253 | ) | |||||
Unrealized gain (loss) on interest rate swap: |
||||||||
Unrealized holding gain (loss) arising during period, net of tax (benefit) expense of $(506) in 2004 and $226 in 2003 |
(697 | ) | 312 | |||||
Less reclassification adjustments for gain included in net income, net of tax expense of $0 in 2004 and $68 in 2003 |
| (93 | ) | |||||
Net change in unrealized gain (loss) on interest rate swap, net of tax (benefit) expense of $(506) in 2004 and $158 in 2003 |
(697 | ) | 219 | |||||
Change in unrealized gain on securities available for sale and interest rate swap, net of tax |
$ | (293 | ) | $ | (1,034 | ) | ||
See accompanying notes to interim consolidated financial statements. |
(Concluded | ) |
6
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited)
09/30/2004 |
09/30/2003 |
|||||||
(Dollars in thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 10,649 | $ | 8,608 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Acceleration of stock options |
(289 | ) | | |||||
Depreciation and amortization |
993 | 963 | ||||||
Amortization of premium, net of accretion of discount, on securities available for sale and held to maturity |
524 | 1,040 | ||||||
Provision for loan losses |
2,150 | 1,750 | ||||||
Impairment of securities available for sale |
1,869 | | ||||||
Net gain on disposal of premises and equipment |
99 | | ||||||
Net loss (gain) on sale of securities available for sale |
15 | (331 | ) | |||||
Originations of SBA loans held for sale |
(15,784 | ) | (13,872 | ) | ||||
Gain on sale of loans |
(3,670 | ) | (1,593 | ) | ||||
Proceeds from sale of loans |
59,064 | 31,698 | ||||||
Federal Home Loan Bank stock dividend |
(76 | ) | (28 | ) | ||||
Increase in accrued interest receivable |
(796 | ) | (583 | ) | ||||
Net increase in cash surrender value of life insurance policy |
(306 | ) | | |||||
Increase in other assets |
(786 | ) | (1,029 | ) | ||||
Increase (decrease) in accrued interest payable |
315 | (271 | ) | |||||
(Decrease) increase in accrued expenses and other liabilities |
(367 | ) | 2,848 | |||||
Net cash provided by operating activities |
53,604 | 29,200 | ||||||
Cash flow from investing activities: |
||||||||
Purchase of securities available for sale |
(42,291 | ) | (37,168 | ) | ||||
Proceeds from principal repayment, matured, or called securities available for sale |
21,268 | 41,691 | ||||||
Proceeds from sale of securities available for sale |
4,709 | 18,330 | ||||||
Purchase of securities held to maturity |
| (395 | ) | |||||
Proceeds from matured, called or principal repayment on securities held to maturity |
3,422 | 6,916 | ||||||
Purchase of Federal Home Loan Bank and other equity stock |
(1,216 | ) | (91 | ) | ||||
Net increase in loans |
(246,082 | ) | (158,458 | ) | ||||
Proceeds from recoveries of loans previously charged off |
510 | 419 | ||||||
Purchases of premises and equipment |
(1,244 | ) | (1,806 | ) | ||||
Cash acquired from purchase of Chicago branch |
3,848 | | ||||||
Net increase in investments in affordable housing partnerships |
(220 | ) | (530 | ) | ||||
Net cash used in investing activities |
(257,296 | ) | (131,091 | ) | ||||
Cash flow from financing activities: |
||||||||
Net increase in deposits |
197,944 | 98,768 | ||||||
Net increase (decrease) in other borrowed funds |
9,105 | (1,661 | ) | |||||
Proceeds from stock options exercised |
828 | 1,316 | ||||||
Payment of cash dividend |
(1,933 | ) | (3 | ) | ||||
Net cash provided by financing activities |
205,944 | 98,420 | ||||||
Net increase (decrease) in cash and cash equivalents |
2,252 | (3,471 | ) | |||||
Cash and cash equivalents, beginning of year |
140,961 | 114,377 | ||||||
Cash and cash equivalents, end of year |
$ | 143,213 | $ | 110,906 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid |
$ | 10,466 | $ | 9,016 | ||||
Income taxes paid |
$ | 8,664 | $ | 5,015 | ||||
Supplemental schedule of noncash investing, and financing activities: |
||||||||
Loans made to facilitate the sale of other real estate owned |
$ | | $ | | ||||
Transfer of retained earnings to common stock for stock dividend |
$ | | $ | 8,525 | ||||
Transfer of retained earnings to common stock for cash dividend accrual |
$ | 650 | $ | 641 | ||||
Purchase of Chicago Branch |
$ | | ||||||
Fair value of assets acquired |
$ | 12,363 | $ | | ||||
Fair value of liabilities assumed |
$ | 13,616 | $ | | ||||
Purchase price of acquisition |
$ | | $ | | ||||
Goodwill created |
$ | 1,253 | $ | |
See accompanying notes to interim consolidated financial statements.
7
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. THE BUSINESS OF CENTER FINANCIAL CORPORATION
Center Financial Corporation (Center Financial) was incorporated on April 19, 2000 as a California corporation initially under the name of Center Financial Services to be a subsidiary of Center Bank (the Bank), and was subsequently renamed Center Financial Corporation to become the bank holding company for the Bank. Center Financial acquired all of the issued and outstanding shares of the Bank in October 2002. Currently, Center Financials direct subsidiaries include the Bank and Center Capital Trust I (discussed below) Center Financial exists primarily for the purpose of holding the stock of the Bank and of its other subsidiaries. Center Financial, the Bank, Center Capital Trust I and the subsidiary of the Bank (CB Capital Trust) discussed below, are collectively referred to herein as the Company.
The Bank is a California state-chartered and FDIC-insured financial institution, which was incorporated in 1985 and commenced operations in March 1986. The Bank changed its name from California Center Bank to Center Bank in December 2002. The Banks headquarters is located at 3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010. The Bank is a community bank providing comprehensive financial services for small to medium sized business owners, primarily in Southern California. The Bank specializes in commercial loans, which are primarily secured by real property, to multi-ethnic and small business customers. In addition, the Bank is a Preferred Lender of Small Business Administration (SBA) loans and provides trade finance loans and other international banking products. The Banks primary market is the greater Los Angeles metropolitan area, including Orange, San Bernardino, and San Diego counties, primarily focused in areas with high concentrations of Korean-Americans. The Bank currently has fourteen full-service branch offices located in Los Angeles, Orange, San Bernardino, and San Diego counties. The Bank opened all 13 branches as de novo branches. On April 26, 2004, the Company completed its acquisition of the Korea Exchange Bank (KEB) Chicago branch, the Banks first out-of-state branch, which will focus on the Korean-American niche market in Chicago. The Company assumed $12.9 million in FDIC insured deposits and purchased $8.0 million in loans from the KEB Chicago branch. The Bank also operates nine Loan Production Offices (LPOs) in Phoenix, Seattle, Denver, Washington D.C., Las Vegas, Atlanta, Honolulu, Houston and Dallas. During the third quarter the Company opened LPOs in Atlanta and Honolulu. New LPOs in Houston and Dallas started operation in late October.
Additionally, CB Capital Trust, a Maryland real estate investment trust, was formed as a subsidiary of the Bank in August 2002 with the primary business purpose of investing in the Banks real estate-related assets thereby ultimately reducing the Companys state taxes and thereby increasing net earnings, although it is currently uncertain whether any such tax savings will be available. The Company may use CB Capital Trust as a vehicle to raise additional capital in the future. CB Capital Trust was capitalized in September 2002, whereby the Bank exchanged real estate related assets for 100% of the common stock of CB Capital Trust.
In December 2003, the Company formed a wholly owned subsidiary, Center Capital Trust I, a Delaware statutory business trust, for the exclusive purpose of issuing and selling trust preferred securities.
Center Financials principal source of income is currently dividends from the Bank, but Center Financial intends to explore supplemental sources of income in the future. The expenditures of Center Financial, including legal and accounting professional fees, and Nasdaq listing fees, have been and will generally be paid from dividends paid to Center Financial by the Bank.
2. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Center Financial, the Bank, and CB Capital Trust. Intercompany transactions and accounts have been eliminated in consolidation. Center Capital Trust I is not consolidated as disclosed in Note 6.
The interim consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) for unaudited financial statements. The information furnished in these interim statements reflects all adjustments which are, in the opinion of Management, necessary for the fair statement of results for the periods presented. All adjustments are of a normal and recurring nature. Results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results which may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Companys annual report on Form 10-K for the year ended December 31, 2003.
Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.
8
3. SIGNIFICANT ACCOUNTING POLICIES
Accounting policies are fully described in Note 2 in Center Financials Annual Report on Form 10-K and there have been no material changes noted.
4. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2003, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Interpretation No. 46R, Consolidation of Variable Interest Entities (FIN 46R), an interpretation of Accounting Research Bulletin No. 51. FIN No. 46R requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or is entitled to receive a majority of the entitys residual returns or both. FIN 46R also requires disclosure about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The Company adopted this interpretation effective for the year ended December 31, 2003. As previously reported, the adoption of FIN No. 46R primarily resulted in the reclassification of certain liabilities due to the deconsolidation of statutory business trusts previously consolidated by the Company. FIN No. 46R had no effect on reported net income and cash flows.
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 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. Management does not expect the adoption of this statement to have a material impact on the Companys financial position, results of operations, or cash flows.
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 investors 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. The Company recognized impairment losses in the Consolidated Statements of Operations of $1.9 million for the first nine months of 2004. Since fluctuations in the fair value for available-for-sale securities are already recorded in Consolidated Statements of Operations, adoption of this standard is not expected to have a significant impact on stockholders equity. See Management Discussion and Analysis of Financial condition and Results of Operations Investment Portfolio
5. OTHER BORROWED FUNDS
The Company borrows funds from the Federal Home Loan Bank and the Treasury, Tax, and Loan Investment Program, which is administered by the Federal Reserve Bank. Borrowed funds totaled $59.8 million and $50.7 million at September 30, 2004 and December 31, 2003, respectively. Average balances were $19.9 million and $16.1million, for nine months ended September 30, 2004 and 2003, respectively. Interest expense on total borrowed funds was $371,000 for the nine months ended September 30, 2004, compared to $381,000 for the nine months ended 2003, reflecting average interest rates of 2.50%, and 3.16%, respectively.
9
As of September 30, 2004, borrowed funds from the Federal Home Loan Bank of San Francisco with note original terms from 1 year to 15 years amounted to $57.5 million. Notes are amortizing at predetermined schedules over the life of notes. The Company has pledged government agencies available for sale securities of $6.5 million at September 30, 2004. The Company also pledged loans under a blanket lien program totaling $558.2 million at September 30, 2004 for current and future FHLB borrowings. Total interest expense on the notes was $363,000 and $373,000 for the nine months ended September 30, 2004 and 2003, reflecting average interest rates of 2.62% and 3.37%, respectively.
Borrowings obtained from the Treasury, Tax, and Loan Investment Program mature within a month from the transaction date. Under the program, the Company receives funds from the U.S. Treasury Department in the form of open-ended notes, up to a total of $2.2 million. The Company has pledged mortgage-backed securities held-to-maturity with a total carrying value of $3.1 million at September 30, 2004 as collateral to participate in the program. The total borrowed amount under the program outstanding at September 30, 2004 was $2.2 million. No balance was outstanding at December 31, 2003. Interest expense on notes was $8,500 and $8,200 for the nine months ended September 30, 2004 and 2003, respectively, reflecting average interest rates of 0.94% and 0.97% respectively. In addition, the Company had customer deposits for tax payments amounting to $123,000 at September 30, 2004.
6. LONG-TERM SUBORDINATED DEBENTURE
The Company established Center Capital Trust I in December 2003 (the Trust) as a statutory business trust, which is a wholly owned subsidiary of the Company. In the private placement transaction, the Trust issued $18 million of floating rate (3-month LIBOR plus 2.85%) capital securities representing undivided preferred beneficial interests in the assets of the Trust. The Company is the owner of all the beneficial interests represented by the common securities of the Trust. The purpose of issuing the capital securities was to provide the Company with a cost-effective means of obtaining Tier I Capital for regulatory purposes. Effective December 31, 2003, as a consequence of adopting the provisions of FIN No. 46, the Trust is no longer being consolidated into the accounts of the Company. Long term subordinated debt represents liabilities of the Company to the Trust.
7. EARNINGS PER SHARE
The actual number of shares outstanding at September 30, 2004, was 16,251,158. Basic earnings per share is calculated on the basis of the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated on the basis of weighted average shares outstanding during the period plus shares issuable upon assumed exercise of outstanding common stock options.
The following table sets forth the Companys earnings per share calculation for the three and nine months ended September 30, 2004 and 2003:
For the Three Months Ended September 30, | ||||||||||||||||
2004 |
2003 | |||||||||||||||
(In thousands, except earnings per share) | ||||||||||||||||
Net Income |
Average of Shares |
Per Share Amounts |
Net Income |
Average Number of Shares |
Per Share Amounts | |||||||||||
Basic earnings per share |
$ | 4,103 | 16,136 | $ | 0.25 | $ | 3,004 | 15,586 | $ | 0.19 | ||||||
Effect of dilutive securities: |
||||||||||||||||
Stock options |
| 500 | $ | | | 496 | $ | | ||||||||
Diluted earnings per share* |
$ | 4,103 | 16,636 | $ | 0.25 | $ | 3,004 | 16,082 | $ | 0.19 | ||||||
* | Adjusted for two for one stock split effective February 17, 2004. |
10
For the Nine Months Ended September 30, |
||||||||||||||||||
2004 |
2003 |
|||||||||||||||||
(In thousands, except earnings per share) |
||||||||||||||||||
Net Income |
Average of Shares |
Per Share Amounts |
Net Income |
Average of Shares |
Per Share Amounts |
|||||||||||||
Basic earnings per share |
$ | 10,649 | 16,105 | $ | 0.66 | $ | 8,608 | 15,516 | $ | 0.55 | ||||||||
Effect of dilutive securities: |
||||||||||||||||||
Stock options |
| 368 | $ | (0.01 | ) | | 414 | $ | (0.01 | ) | ||||||||
Diluted earnings per share* |
$ | 10,649 | 16,473 | $ | 0.65 | $ | 8,608 | 15,930 | $ | 0.54 | ||||||||
* | Adjusted for two for one stock split effective February 17, 2004. |
8. CASH DIVIDENDS
On September 23, 2004, the Board of Directors declared a quarterly cash dividend of 4 cents per share. This cash dividend was paid on October 14, 2004 to shareholders of record as of October 7, 2004.
9. STOCK BASED COMPENSATION
At September 30, 2004, the Company had stock-based employee compensation plans, which are described more fully in Note 13 in Center Financials Annual Report on Form 10-K. The Company applies the intrinsic value method as described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its plans. Accordingly, compensation cost is not recognized when the exercise price of an employee stock option equals or exceeds the fair market value of the stock on the date the option is granted. The following table presents the pro forma effects on net income and
related earnings per share if compensation costs related to the stock option plans were measured using the fair value method as prescribed under SFAS No. 123, Accounting for Stock-Based Compensation:
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, | |||||||||||
2004 |
2003 |
2004 |
2003 | |||||||||
(In thousands, except earnings per share) | ||||||||||||
Net income, as reported |
$ | 4,103 | $ | 3,004 | $ | 10,649 | $ | 8,608 | ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
58 | 29 | 250 | 180 | ||||||||
Pro forma net income |
$ | 4,045 | $ | 2,975 | $ | 10,399 | $ | 8,428 | ||||
Earning per share |
||||||||||||
Basic - as reported* |
$ | 0.25 | $ | 0.19 | $ | 0.66 | $ | 0.55 | ||||
Basic - pro forma* |
$ | 0.25 | $ | 0.19 | $ | 0.65 | $ | 0.54 | ||||
Diluted - as reported* |
$ | 0.25 | $ | 0.19 | $ | 0.65 | $ | 0.54 | ||||
Diluted - pro forma* |
$ | 0.24 | $ | 0.18 | $ | 0.63 | $ | 0.53 |
* | Adjusted for two for one stock split effective February 17, 2004. |
The fair value of the options granted was estimated using the Black-Scholes option-pricing model with the following assumptions:
Three Months Ended |
Nine Months Ended |
|||||||||||
09/30/2004 |
09/30/2003 |
09/30/2004 |
09/30/2003 |
|||||||||
Dividend Yield |
0.81 | % | 1.45 | % | 0.81 | 1.45 | % | |||||
Volatility |
28 | % | 28 | % | 26 | % | 22 | % | ||||
Risk-free interest rate |
3.8 | % | 2.8 | % | 3.3 | % | 2.8 | % | ||||
Expected life |
3-5 years | 3-5 years | 3-5 years | 3-5 years |
11
10. GOODWILL AND INTANGIBLES
In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001 and also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. SFAS No. 142 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, SFAS No. 142 requires recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment. We adopted SFAS No. 142 on January 1, 2002.
In April 2004, the Company purchased the Chicago branch of Korea Exchange Bank and recorded goodwill of $1.3 million and a core deposit intangible of $462,000. We amortize premiums on acquired deposits using the straight-line method over 5 to 9 years. Amortization expense for core deposit intangible was $22,000 for the nine months ended September 30, 2004 and the core deposit intangible balance net of amortization was $440,000 at September 30, 2004. Estimated amortization expense for core deposit intangible for the remainder of 2004 and five succeeding fiscal years as follows:
Dollars in thousands
|
|||
2004 (remaining three months) |
$ | 13 | |
2005 |
53 | ||
2006 |
53 | ||
2007 |
53 | ||
2008 |
53 | ||
2009 thereafter |
215 |
11. COMMITMENTS AND CONTINGENCIES
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, commercial letters of credit, standby letters of credit, and performance bonds. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Companys exposure to credit loss is represented by the contractual notional amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The amount of the collateral obtained, if deemed necessary by the Company upon extension of credit, is based on Managements credit evaluation of the borrower.
Commercial letters of credit, standby letters of credit, and performance bonds are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in making loans to customers. The Company generally holds collateral supporting those commitments if deemed necessary.
A summary of the notional amounts of the Companys financial instruments relating to extension of credit with off-balance-sheet risk at September 30, 2004 and December 31, 2003 follows:
Outstanding Commitments (Dollars in thousands)
| ||||||
September 30, 2004 |
December 31, 2003 | |||||
Loans |
$ | 181,537 | $ | 113,950 | ||
Standby letters of credit |
8,266 | 6,165 | ||||
Performance bonds |
93 | 112 | ||||
Commercial letters of credit |
28,050 | 19,135 |
12
12. DERIVATIVE FINANCIAL INSTRUMENTS
The Company has identified certain variable-rate loans as a source of interest rate risk to be hedged in connection with the Companys overall asset-liability management process. As these loans have contractually variable rates, there is a risk of fluctuation in interest income as interest rates rise and fall in future periods. In response to this identified risk, the Company uses interest rate swaps as a cash flow hedge to hedge the interest rate risk associated with the cash flows of the specifically identified variable-rate loans. To qualify for hedge accounting, the Company must demonstrate that at the inception of the hedge and on an on-going basis the changes in the fair value of the hedging instrument are expected to be effective in offsetting related changes in the cash flows of the hedged loans due to the matched terms in both the interest rate swap and the hedged loans. Accordingly, the accumulated change in the fair value of the cash flow hedge is recorded in a separate component of shareholders equity, net of tax, while ineffective portions are recognized in earnings immediately. Revenues or expenses associated with the interest rate swaps are accounted for on an accrual basis and are recognized as adjustments to interest income on loans, based on the interest rates currently in effect for the interest rate swap agreements.
The following table provides information as of September 30, 2004, on the Companys outstanding derivatives:
Description |
Notional Value |
Period |
Fixed Receiving Rate |
Floating Paying Rate |
|||||||
(Dollars in thousands) | |||||||||||
Interest Rate Swap I |
$ | 20,000 | 05/02-05/05 | 6.89 | % | WSJ Prime | * | ||||
Interest Rate Swap II |
$ | 25,000 | 08/02-08/06 | 6.25 | % | WSJ Prime | * | ||||
Interest Rate Swap III |
$ | 20,000 | 12/02-12/05 | 5.51 | % | WSJ Prime | * | ||||
Interest Rate Swap IV |
$ | 20,000 | 08/03-08/07 | 6.25 | % | WSJ Prime | * |
(*) | At September 30, 2004, the Wall Street Journal published Prime Rate was 4.75 percent |
The Company has entered into interest rate swaps to hedge the interest rate risk associated with the cash flows of specifically identified variable-rate loans. As of September 30, 2004, the Company had four interest rate swap agreements with a total notional amount of $85 million. Net interest income of $898,000 and $1,300,000 was recorded for the three months and nine months ended September 30, 2004, respectively as compared to $544,000 and $1,427,000 for the corresponding periods last year. At September 30, 2004, the fair value of the interest rate swaps was at a favorable position of $416,000 net of tax of $301,000, and is included in accumulated other comprehensive income. At September 30, 2004, the related asset on the interest rate swap of $717,000 was included in other assets. The fair value of the interest rate swaps decreased as a response to rising interest rates, as well as approaching maturity dates.
The credit risk associated with the interest rate swap agreements represents the accounting loss that would be recognized at the reporting date if the counterparty failed completely to perform as contracted and any collateral or security proved to be of no value. To reduce such credit risk, the Company evaluates the counterpartys credit rating and financial position. In Managements opinion, the Company did not have a significant exposure to an individual counterparty before the maturity of the interest rate swap agreements, because the counterparties to the interest rate swap agreements are large banks with strong credit ratings.
13. BUSINESS SEGMENTS
Our Management utilizes an internal reporting system to measure the performance of our various operating segments. We have identified three principal operating segments for purposes of management reporting: banking operations, trade finance (TFS), and small business administration (SBA). Information related to our remaining centralized functions and eliminations of inter-segment amounts have been aggregated and included in banking operations. Although all three operating segments offer financial
13
products and services, they are managed separately based on each segments strategic focus. The banking operation segment focuses primarily on commercial and consumer lending and deposit operations throughout our branch network. The TFS segment allows our import/export customers to handle their international transactions. Trade finance products include the issuance and collection of letters of credit, international collection, and import/export financing. The SBA segment provides our customers with the U.S. SBA guaranteed lending program.
Operating segment results are based on our internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs and the provision for loan losses. Net interest income is based on our internal funds transfer pricing system which assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. Noninterest income and noninterest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business. We allocate indirect costs, including overhead expense, to the various segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume and deposit volume. We allocate the provision for loan losses based on new loan originations for the period. We evaluate overall performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.
Future changes in our management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods have been restated for comparability for changes in management structure or reporting methodologies.
The following tables present the operating results and other key financial measures for the individual operating segments for the three and nine months ended September 30, 2004 and 2003.
Three Months Ended September 30, 2004 | ||||||||||||||
(Dollars in thousands) | ||||||||||||||
Banking Operations |
TFS |
SBA |
Total | |||||||||||
Interest income |
$ | 12,413 | $ | 1,369 | $ | 1,568 | $ | 15,350 | ||||||
Interest expense |
3,195 | 347 | 510 | 4,052 | ||||||||||
Net interest income |
9,218 | 1,022 | 1,058 | 11,298 | ||||||||||
Provision for loan losses |
857 | (24 | ) | (133 | ) | 700 | ||||||||
Net interest income after provision for loan losses |
8,361 | 1,046 | 1,191 | 10,598 | ||||||||||
Other operating income |
3,125 | 1,257 | 2,490 | 6,872 | ||||||||||
Other operating expenses |
9,825 | 677 | 315 | 10,817 | ||||||||||
Segment pretax profit |
$ | 1,661 | $ | 1,626 | $ | 3,366 | $ | 6,653 | ||||||
Segment assets |
$ | 1,055,604 | $ | 111,473 | $ | 94,268 | $ | 1,261,345 | ||||||
14
Three Months Ended September 30, 2003 (Dollars in thousands) | |||||||||||||
Banking Operations |
TFS |
SBA |
Total | ||||||||||
Interest income |
$ | 8,472 | $ | 881 | $ | 1,563 | $ | 10,916 | |||||
Interest expense |
2,418 | 224 | 263 | 2,905 | |||||||||
Net interest income |
6,054 | 657 | 1,300 | 8,011 | |||||||||
Provision for loan losses |
680 | (42 | ) | 162 | 800 | ||||||||
Net interest income after provision for loan losses |
5,374 | 699 | 1,138 | 7,211 | |||||||||
Other operating income |
2,435 | 760 | 1,045 | 4,240 | |||||||||
Other operating expenses |
5,864 | 562 | 355 | 6,781 | |||||||||
Segment pretax profit |
$ | 1,945 | $ | 897 | $ | 1,828 | $ | 4,670 | |||||
Segment assets |
$ | 743,292 | $ | 72,556 | $ | 112,271 | $ | 928,119 | |||||
Nine Months Ended September 30, 2004 (Dollars in thousands) | |||||||||||||
Banking Operations |
TFS |
SBA |
Total | ||||||||||
Interest income |
$ | 32,445 | $ | 4,008 | $ | 4,583 | $ | 41,036 | |||||
Interest expense |
8,814 | 949 | 1,057 | 10,820 | |||||||||
Net interest income |
23,631 | 3,059 | 3,526 | 30,216 | |||||||||
Provision for loan losses |
1,984 | 218 | (52 | ) | 2,150 | ||||||||
Net interest income after provision for loan losses |
21,647 | 2,841 | 3,578 | 28,066 | |||||||||
Other operating income |
8,567 | 2,985 | 4,295 | 15,847 | |||||||||
Other operating expenses |
23,307 | 2,072 | 1,221 | 26,600 | |||||||||
Segment pretax profit |
$ | 6,907 | $ | 3,754 | $ | 6,652 | $ | 17,313 | |||||
Segment assets |
$ | 1,055,604 | $ | 111,473 | $ | 94,268 | $ | 1,261,345 | |||||
Nine Months Ended September 30, 2003 (Dollars in thousands) | ||||||||||||
Banking Operations |
TFS |
SBA |
Total | |||||||||
Interest income |
$ | 25,363 | $ | 2,500 | $ | 3,895 | $ | 31,758 | ||||
Interest expense |
7,246 | 641 | 857 | 8,744 | ||||||||
Net interest income |
18,117 | 1,859 | 3,038 | 23,014 | ||||||||
Provision for loan losses |
1,285 | 34 | 431 | 1,750 | ||||||||
Net interest income after provision for loan losses |
16,832 | 1,825 | 2,607 | 21,264 | ||||||||
Other operating income |
7,105 | 2,199 | 2,493 | 11,797 | ||||||||
Other operating expenses |
16,861 | 1,743 | 886 | 19,490 | ||||||||
Segment pretax profit |
$ | 7,076 | $ | 2,281 | $ | 4,214 | $ | 13,571 | ||||
Segment assets |
$ | 743,292 | $ | 72,556 | $ | 112,271 | $ | 928,119 | ||||
15
Item 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is managements discussion and analysis of the major factors that influenced our consolidated results of operations and financial condition for the three and nine months ended September 30, 2004. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2003 and with the unaudited consolidated financial statements and notes as set forth in this report.
Certain matters discussed under this caption may constitute forward-looking statements under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. There can be no assurance that the results described or implied in such forward-looking statements will, in fact, be achieved and actual results, performance, and achievements could differ materially because the business of the Company involves inherent risks and uncertainties. Risks and uncertainties include possible future deteriorating economic conditions in the Companys areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; risks of available-for-sale securities declining significantly in value as interest rates rise or issuers of such securities suffering financial losses; and regulatory risks associated with the variety of current and future regulations to which the Company is subject. All of these risks could have a material adverse impact on the Companys financial condition, results of operations or prospects, and these risks should be considered in evaluating the Company. For additional information concerning these factors, see Interest Rate Risk Management and Liquidity and Capital Resources contained in the Managements Discussion and Analysis of Financial Condition and Results of Operations section of our Form 10-K for the year ended December 31, 2003.
Critical Accounting Policy
The Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, Management has identified its most critical accounting policy to be that related to the allowance for loan losses. The Companys allowance for loan loss methodologies incorporate a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan losses that Management believes is appropriate at each reporting date. Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in nonperforming loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers sensitivities to interest rate movements and borrowers sensitivities to quantifiable external factors including commodity and finished good prices as well as acts of nature (earthquakes, floods, fires, etc.) that occur in a particular period. Qualitative factors include the general economic environment in our markets, including economic conditions in Southern California, South Korea and other Pacific Rim countries, and in particular, the state of certain industries. Size and complexity of individual credits in relation to lending officers background and experience levels, loan structure, extent and nature of waivers of existing loan policies and pace of portfolio growth are other qualitative factors that are considered in our methodologies. As the Company adds new products, increases the complexity of its loan portfolio, and expands its geographic coverage, it will enhance its methodologies to keep pace with the size and complexity of the loan portfolio. Management might report a materially different amount for the provision for loan losses in the statement of operations to change the allowance for loan losses if its assessment of the above factors were different. This discussion and analysis should be read in conjunction with the Companys financial statements and the accompanying notes presented elsewhere herein, as well as the portion of this Managements Discussion and Analysis section entitled Financial Condition Summary Allowance for Loan Losses. Although Management believes the level of the allowance as of September 30, 2004 is adequate to absorb losses inherent in the loan portfolio, a decline in the local economy may result in increasing losses that cannot reasonably be predicted at this time.
16
Executive Overview
The Company posted solid growth in loans and deposits in the third quarter of 2004. Consolidated net income for the third quarter of 2004 increased 37% to $4.1 million, or $0.25 per diluted share compared to $3.0 million or $0.19 per diluted share in the third quarter of 2003. (All per share figures have been adjusted to reflect the two-for-one stock split effective February 17, 2004.) Consolidated net income for nine months ended September, 30, 2004 grew 24% to $10.6 million or $0.65 per diluted share compared to $8.6 million or $0.54 per diluted share in comparable period of 2003. The following were significant factors related to the third quarter and nine months ended September 30, 2004 results as compared to comparable periods in 2003:
| As a result of strong loan and deposit growth and helped by market rate hikes our net interest income before provision increased by 41% to $11.3 million in the third quarter of 2004 versus 2003. For the first nine months of 2004, our net interest income before provision also increased by 31% to $30.2 million. |
| Our revenue for the third quarter and nine months ended September 30, 2004 increased by 47% and 32%, respectively as compared to same periods last year. |
| Return on average assets and return on average equity improved to 1.33% and 19.19%, respectively in third quarter of 2004, from 1.30% and 16.53%, respectively, for the 2003 quarter. The Company reported return on average assets of 1.25% and return on average equity of 17.25% for nine months ended September 30, 2004. |
| Our net interest margin advanced to 4.01% and 3.92% for the third quarter and first nine months of 2004, respectively as compared to 3.80% and 3.88% in the comparable periods of 2003 mainly due to market rate hikes by Federal Reserve Board. |
| Noninterest income jumped by $2.6 million or 62% in the third quarter of 2004, compared with the same period in 2003 reflecting increased gain on sale of loans and solid gains in service fee income, which in turn result from increases in customer account relationships and loan servicing and trade finance transactions. New fee income-generating products such as the mortgage referral program, Bank Owned Life Insurance (BOLI) and ATM funding program also helped to boost noninterest income. Noninterest income for the first nine months of 2004 was up by 34% to $15.8 million. |
| The Company initiated the sale of the unguaranteed portion of SBA loans during the third quarter of 2004. |
| We have recorded $1.3 and $1.9 million of an impairment loss of securities for the quarter ended and nine months ended September 30, 2004, respectively, due to the decline in market value of the Companys Fannie Mae and Freddie Mac preferred stocks. |
| During the first nine months of 2004, we recorded strong loan growth in commercial real estate loans, commercial business loans and trade finance loans. High growth in trade finance was as a result of managements efforts to capitalize on improving trends in Asian Pacific trade volumes. Net loans grew 30% to $928.8 million during the first nine months of 2004. Commercial real estate and trade finance loans increased by 44% and 25% as compared to year-end 2003. |
| Because of continued improvement in our asset quality, the ratio of non-accrual loans to total loans decreased to 0.43% for the third quarter of 2004 as compared to 0.58% in same period of 2003. |
| Total deposits increased by 24% during the first nine months of 2004. The most significant increase in deposits since December 31, 2003 was a $94.3 million increase in time deposits over $100,000. This increase in time deposits over $100,000 was mainly due to $20 million of new brokered deposits and increased contributions from new branches. The Companys low cost demand deposits also increased by $56.9 million during the nine months ended September 30, 2004 as a result of increased promotional activities to attract new demand deposits. |
Our financial condition and liquidity remain strong. The following are important factors in understanding our financial condition and liquidity:
| We expanded our geographic expansion by opening new LPOs in Atlanta, Honolulu, Houston and Dallas in the third and fourth quarter of 2004. |
17
| Our total assets continued to grow and reached $1.3 billion at September 30, 2004, an increase of 23% over December 2003. |
| Short-term investments including federal funds sold and investment in money market funds increased by $20.1 million in the first nine months of 2004, as a reflection of a temporary investment of the Companys excess funds subsequent to the issuance of its long-term subordinated debentures. |
| Under the regulatory framework for prompt corrective action, we continue to be well-capitalized. |
| We have replaced maturing short-term borrowings with low cost broker and branch deposits. |
| The Company declared its quarterly cash dividend of $0.04 per share in September 2004. |
As previously noted and reflected in the Consolidated Statements of Operations, during the third quarter and for the nine months ended September 30, 2004 the Company generated net income of $4.1 million and $10.6 million, respectively, as compared to $3.0 million and $8.6 million for the same periods in 2003. The Company earns income from two primary sources: net interest income, which is the difference between interest income generated from the successful deployment of earning assets and interest expense created by interest-bearing liabilities; and net noninterest income, which is basically fees and charges earned from customer services less the operating costs associated with providing a full range of banking services to customers.
Net Interest Income and Net Interest Margin
The Companys net interest income depends on the yields, volumes, and mix of its earning asset components, as well as the rates, volume, and mix associated with its funding sources. The Companys net interest margin is its taxable-equivalent net interest income expressed as a percentage of its average earning assets.
Total interest and dividend income for the third quarter of 2004 increased 41% to $15.4 million compared with $10.9 million for the same period in 2003, primarily due to market rate hikes and growth in interest earning assets. Growth was driven by average net loans and average fed funds sold. Average net loans increased $265.4 million or 42% and average fed funds sold increased $62.5 million or 157.4% for the third quarter of 2004 compared to the same period in 2003.
Total interest expense for the third quarter of 2004 increased 39% to $4.1 million compared with $2.9 million for the same quarter in 2003. This increase was due to deposit growth partially offset by lower rates paid on time certificate of deposit accounts.
Net interest income before provision for loan losses increased by $3.3 million for the third quarter of 2004 compared to the like quarter in 2003. Of this increase, approximately $3.0 million was due to volume changes, $188,000 due to rate changes and $110,000 in rate and rate/volume changes, respectively. The average yield on loans for the third quarter of 2004 increased to 6.23% compared to 6.14% for the like quarter in 2003, an increase of 9 basis points. This increase was due to market rate hikes by the Federal Reserve Board. The average investment portfolios for the third quarter of 2004 and 2003 were $122.8 million and $141.8 million, respectively. The average yields on the investment portfolio as of the third quarter of 2004 and 2003 were 3.10% and 3.14%, respectively.
The interest margin for the third quarter of 2004 equaled 4.01%, a 21 basis point increase compared to 3.80% for the same quarter of 2003. This increase in the net interest margin was mainly attributable to market rate hikes by The Federal Reserve Board of 25 basis point each in June 2004, August 2004, and September 2004. The yield on earning assets for the third quarter of 2004 was 5.44%, 26 basis points higher than 5.18% in the same quarter of last year. This increase in 2004 was mainly due to market rate hikes. The average cost of interest-bearing liabilities slightly increased to 2.00% in the third quarter of 2004 compared to 1.96% during the same quarter in 2003. This increase was driven by issuance of higher cost long-term subordinated debentures in December 2003.
18
The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and average yields and rates by asset and liability component for the three months ended September 30, 2004 and 2003:
Distribution, Rate and Yield Analysis of Net Income | |||||||||||||||||||
Three Months Ended September 30, |
|||||||||||||||||||
2004 |
2003 |
||||||||||||||||||
(Dollars in thousands) |
|||||||||||||||||||
Average Balance |
Interest Income/ Expense |
Annualized Average Rate/Yield1 |
Average Balance |
Interest Income/ Expense |
Annualized Average Rate/Yield1 |
||||||||||||||
Assets: | |||||||||||||||||||
Interest-earning assets: |
|||||||||||||||||||
Loans2 |
$ | 892,477 | $ | 13,978 | 6.23 | % | $ | 627,028 | $ | 9,699 | 6.14 | % | |||||||
Federal funds sold |
102,279 | 364 | 1.42 | 39,732 | 106 | 1.06 | |||||||||||||
Taxable investment securities: |
|||||||||||||||||||
U.S. Treasury |
2,077 | 24 | 4.60 | 2,191 | 24 | 4.35 | |||||||||||||
U.S. Governmental agencies debt securities |
39,561 | 269 | 2.71 | 49,176 | 396 | 3.19 | |||||||||||||
U.S. Governmental agencies mortgage backed securities |
48,225 | 372 | 3.07 | 48,475 | 305 | 2.50 | |||||||||||||
U.S. Governmental agencies collateralized mortgage obligations |
| | | 4,099 | (7 | ) | (0.68 | ) | |||||||||||
Municipal securities |
102 | 1 | 3.90 | 102 | 2 | 7.78 | |||||||||||||
Other securities3 |
16,795 | 167 | 3.96 | 19,968 | 145 | 2.88 | |||||||||||||
Total taxable investment securities: |
106,760 | 833 | 3.10 | 124,011 | 865 | 2.77 | |||||||||||||
Tax-advantaged investment securities4 |
|||||||||||||||||||
Municipal securities |
5,179 | 53 | 6.26 | 5,782 | 60 | 6.33 | |||||||||||||
Others - Government preferred stock |
10,852 | 71 | 3.58 | 11,963 | 111 | 5.07 | |||||||||||||
Total tax-advantaged investment securities |
16,031 | 124 | 4.45 | 17,745 | 171 | 5.48 | |||||||||||||
Equity Stocks |
3,849 | 49 | 5.06 | 931 | 8 | 3.41 | |||||||||||||
Money market funds and interest-earning deposits |
435 | 2 | 1.83 | 26,550 | 67 | 1.00 | |||||||||||||
Total interest-earning assets |
1,121,831 | $ | 15,350 | 5.44 | % | $ | 835,997 | $ | 10,916 | 5.18 | % | ||||||||
Non-interest earning assets: |
|||||||||||||||||||
Cash and due from banks |
61,887 | 50,176 | |||||||||||||||||
Bank premises and equipment, net |
11,247 | 10,704 | |||||||||||||||||
Customers acceptances outstanding |
6,374 | 3,855 | |||||||||||||||||
Accrued interest receivables |
3,574 | 3,301 | |||||||||||||||||
Other assets |
25,335 | 10,633 | |||||||||||||||||
Total noninterest-earning assets |
108,417 | 78,669 | |||||||||||||||||
Total Assets |
$ | 1,230,248 | $ | 914,666 | |||||||||||||||
1 | Average rates/yields for these periods have been annualized. |
2 | Loans including loans held for sale are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees (cost) included in loan income were approximately |
$46,000 and $277,000, for the three months ended September 30, 2004 and 2003, respectively. Amortized loan (cost) fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded.
3 | Other securities include U.S. government asset-backed securities, corporate trust preferred securities, and corporate debt securities. |
4 | Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes. |
19
Distribution, Rate and Yield Analysis of Net Income
|
||||||||||||||||||
Three Months Ended September 30, |
||||||||||||||||||
2004 |
2003 |
|||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||
Average Balance |
Interest Income/ Expense |
Annualized Rate/Yield5 |
Average Balance |
Interest Income/ Expense |
Annualized Rate/Yield5 |
|||||||||||||
Liabilities and Shareholders Equity: |
||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||
Deposits: |
||||||||||||||||||
Money market and NOW accounts |
$ | 224,767 | $ | 874 | 1.55 | % | $ | 162,321 | $ | 570 | 1.39 | % | ||||||
Savings |
69,972 | 541 | 3.08 | 55,418 | 411 | 2.94 | ||||||||||||
Time certificates of deposit in: denominations of $100,000 or more |
401,122 | 1,963 | 1.95 | 275,058 | 1,387 | 2.00 | ||||||||||||
Other time certificates of deposit |
80,541 | 370 | 1.83 | 78,763 | 410 | 2.07 | ||||||||||||
776,402 | 3,748 | 1.92 | 571,560 | 2,778 | 1.93 | |||||||||||||
Other borrowed funds |
10,101 | 101 | 3.98 | 16,313 | 127 | 3.09 | ||||||||||||
Long-term subordinated debentures |
18,557 | 203 | 4.28 | | | | ||||||||||||
Total interest-bearing liabilities |
805,060 | $ | 4,052 | 2.00 | % | $ | 587,873 | $ | 2,905 | 1.96 | % | |||||||
Non-interest-bearing liabilities: |
||||||||||||||||||
Demand deposits |
327,227 | 244,715 | ||||||||||||||||
Other liabilities |
12,884 | 9,979 | ||||||||||||||||
Total non-interest bearing liabilities |
340,111 | 254,694 | ||||||||||||||||
Shareholders equity |
85,077 | 72,099 | ||||||||||||||||
Total liabilities and shareholders equity |
$ | 1,230,248 | $ | 914,666 | ||||||||||||||
Net interest income |
$ | 11,298 | $ | 8,011 | ||||||||||||||
Net interest spread6 |
3.44 | % | 3.22 | % | ||||||||||||||
Net interest margin7 |
4.01 | % | 3.80 | % | ||||||||||||||
Ratio of average interest-earning assets to interest-bearing liabilities |
139.35 | % | 142.21 | % | ||||||||||||||
Net interest income before provision for loan losses for the first nine months of 2004 was $30.2 million compared to $23.0 million for the first nine months of 2003, which constitutes an increase of $7.2 million, or 31%. Of this increase, approximately $7.9 million was due to volume changes offset by $506,000 and $229,000 in rate and rate/volume changes, respectively. The average yield on loans for the first nine months of 2004 declined to 5.97% compared to 6.24% for the like period in 2003, a decrease of 27 basis points. This decrease was mainly due to a 25 basis points market rate decrease by the Federal Reserve Board in June 2003 and the market rate remained unchanged until July 2004, resulting in new loans booked at lower rates for the first six months of 2004 and lowering the Companys loan yield. The average investment portfolios for the first nine months of 2004 and 2003 were $119.5 million and $143.5 million, respectively. The average yields on the investment portfolio as of the first nine months of 2004 and 2003 were 3.25% and 3.43%, respectively. Higher growth in demand deposits had a favorable impact on the Companys net interest margin. For the first nine months of 2004, money market and NOW and savings accounts grew $49.5 million or 24% as compared to the like period in 2003. The average yield on savings for the first nine months of 2004 increased 33 basis points to 3.24% as compared to 2.91% for the same period in 2003, mainly due to an increase in higher rate installment savings accounts. Other borrowed funds for the first nine months of 2004, increased $3.7 million to $19.9 million compared to $16.1 million for the first nine months of 2003. To meet increased loan demand and anticipated short-term funding needs the Company increased its borrowings during the third quarter of 2004. The issuance of $18.0 million of long-term subordinated debentures in December 2003, contributed to the decline in the net interest margin, due to the higher cost of the long-term subordinated debentures as compared to short-term borrowings such as Fed funds purchased. Another factor that had a slight negative effect on the Companys net interest margin for the nine months ended September 30, 2004 and will continue to have a similar impact going forward is the increase in other non-interest earning assets. The Companys BOLI, investments in an ATM funding program and in low income housing tax credit funds totaled $20.0 million at September 30, 2004. These assets, while having a positive impact on the Companys profitability, are considered non-interest earning assets. Their income contributions are not included as interest income, although, funded by interest bearing liabilities and thus these balances ultimately have a negative impact on the Companys net interest margin.
5 | Average rates/yields for these periods have been annualized. |
6 | Represents the weighted average yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. |
7 | Represents net interest income (before provision for loan losses) as a percentage of average interest-earning assets. |
20
The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and average yields and rates by asset and liability component for the nine months ended September 30, 2004 and 2003:
Distribution, Rate and Yield Analysis of Net Income | ||||||||||||||||||
Nine Months Ended September 30, |
||||||||||||||||||
2004 |
2003 |
|||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||
Average Balance |
Interest Income/ Expense |
Annualized Average Rate/Yield8 |
Average Balance |
Interest Income/ Expense |
Annualized Rate/Yield1 |
|||||||||||||
Assets: | ||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||
Loans 9 |
$ | 837,020 | $ | 37,382 | 5.97 | % | $ | 589,768 | $ | 27,528 | 6.24 | % | ||||||
Federal funds sold |
55,565 | 527 | 1.27 | 34,863 | 309 | 1.19 | ||||||||||||
Taxable investment securities: |
||||||||||||||||||
U.S. Treasury |
2,109 | 73 | 4.62 | 2,207 | 73 | 4.42 | ||||||||||||
U.S. Governmental agencies debt securities |
41,741 | 883 | 2.83 | 37,506 | 1,021 | 3.64 | ||||||||||||
U.S. Governmental agencies mortgage backed securities |
41,766 | 1,051 | 3.36 | 61,057 | 1,472 | 3.22 | ||||||||||||
U.S. Governmental agencies collateralized mortgage obligations |
| | | 5,050 | 77 | 2.04 | ||||||||||||
Municipal securities |
102 | 5 | 6.55 | 102 | 5 | 6.55 | ||||||||||||
Other securities 10 |
16,835 | 473 | 3.75 | 18,840 | 486 | 3.45 | ||||||||||||
Total taxable investment securities: |
102,553 | 2,485 | 3.24 | 124,762 | 3,134 | 3.36 | ||||||||||||
Tax-advantaged investment securities 11 |
||||||||||||||||||
Municipal securities |
5,491 | 169 | 6.32 | 5,975 | 183 | 6.30 | ||||||||||||
Others - Government preferred stock |
11,461 | 258 | 4.14 | 12,802 | 365 | 5.25 | ||||||||||||
Total tax-advantaged investment securities |
16,952 | 427 | 4.85 | 18,777 | 548 | 5.58 | ||||||||||||
Equity Stocks |
3,415 | 111 | 4.34 | 881 | 32 | 4.86 | ||||||||||||
Money market funds and interest-earning deposits |
13,723 | 104 | 1.01 | 23,791 | 207 | 1.16 | ||||||||||||
Total interest-earning assets |
1,029,228 | $ | 41,036 | 5.33 | % | $ | 792,842 | $ | 31,758 | 5.36 | % | |||||||
Non-interest earning assets: |
||||||||||||||||||
Cash and due from banks |
63,000 | 42,010 | ||||||||||||||||
Bank premises and equipment, net |
11,242 | 10,415 | ||||||||||||||||
Customers acceptances outstanding |
4,957 | 3,481 | ||||||||||||||||
Accrued interest receivables |
3,354 | 3,282 | ||||||||||||||||
Other assets |
24,704 | 9,598 | ||||||||||||||||
Total noninterest-earning assets |
107,257 | 68,786 | ||||||||||||||||
Total Assets |
$ | 1,136,485 | $ | 861,628 | ||||||||||||||
8 | Average rates/yields for these periods have been annualized. |
9 | Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan (cost) fees included in loan income were approximately $150,000 and $268,000, for the nine months ended September 30, 2004 and 2003, respectively. Amortized loan (cost) fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded. |
10 | Other securities include U.S. government asset-backed securities, corporate trust preferred securities, and corporate debt securities. |
11 | Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes. |
21
Distribution, Rate and Yield Analysis of Net Income | ||||||||||||||||||
Nine Months Ended September 30, |
||||||||||||||||||
2004 |
2003 |
|||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||
Average Balance |
Interest Income/ Expense |
Annualized Rate/Yield12 |
Average Balance |
Interest Income/ Expense |
Annualized Rate/Yield5 |
|||||||||||||
Liabilities and Shareholders Equity: |
||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||
Deposits: |
||||||||||||||||||
Money market and NOW accounts |
$ | 189,486 | $ | 2,101 | 1.48 | % | $ | 154,253 | $ | 1,659 | 1.44 | % | ||||||
Savings |
65,875 | 1,600 | 3.24 | 51,622 | 1,125 | 2.91 | ||||||||||||
Time certificates of deposit in: denominations of $100,000 or more |
363,462 | 5,115 | 1.88 | 250,673 | 4,207 | 2.24 | ||||||||||||
Other time certificates of deposit |
77,632 | 1,065 | 2.76 | 82,231 | 1,372 | 2.23 | ||||||||||||
696,455 | 9,881 | 1.90 | 538,779 | 8,363 | 2.08 | |||||||||||||
Other borrowed funds |
19,883 | 371 | 2.50 | 16,137 | 381 | 3.16 | ||||||||||||
Long-term subordinated debentures |
18,557 | 568 | 4.02 | | | | ||||||||||||
Total interest-bearing liabilities |
734,895 | $ | 10,820 | 1.97 | % | $ | 554,916 | $ | 8,744 | 2.11 | % | |||||||
Non-interest-bearing liabilities: |
||||||||||||||||||
Demand deposits |
307,022 | 227,332 | ||||||||||||||||
Other liabilities |
12,112 | 9,608 | ||||||||||||||||
Total non-interest bearing liabilities |
319,134 | 236,940 | ||||||||||||||||
Shareholders equity |
82,456 | 69,772 | ||||||||||||||||
Total liabilities and shareholders equity |
$ | 1,136,485 | $ | 861,628 | ||||||||||||||
Net interest income |
$ | 30,216 | $ | 23,014 | ||||||||||||||
Net interest spread13 |
3.36 | % | 3.25 | % | ||||||||||||||
Net interest margin14 |
3.92 | % | 3.88 | % | ||||||||||||||
Ratio of average interest-earning assets to interest-bearing liabilities |
140.05 | % | 142.88 | % | ||||||||||||||
12 | Average rates/yields for these periods have been annualized. |
13 | Represents the weighted average yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. |
14 | Represents net interest income (before provision for loan losses) as a percentage of average interest-earning assets. |
22
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 (i) changes in average daily balances (volume), (ii) changes in interest rates (rate), and (iii) changes in both rate and volume (rate/volume):
Three Months Ended September 30, 2004 vs. 2003 Increase (Decrease) Due to change In |
Nine Months Ended September 30, 2004 vs. 2003 Increase (Decrease) Due to change In |
|||||||||||||||||||||||||||||||
Volume |
Rate |
Rate / Volume |
Total |
Volume |
Rate |
Rate / Volume |
Total |
|||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Earning Assets |
||||||||||||||||||||||||||||||||
Interest Income: |
||||||||||||||||||||||||||||||||
Loans 15 |
$ | 4,140 | $ | 42 | $ | 97 | $ | 4,279 | $ | 11,509 | $ | (1,113 | ) | $ | (542 | ) | $ | 9,854 | ||||||||||||||
Federal funds sold |
168 | 35 | 55 | 258 | 183 | 22 | 13 | 218 | ||||||||||||||||||||||||
Taxable investment securities |
(121 | ) | 95 | (6 | ) | (32 | ) | (556 | ) | (102 | ) | 9 | (649 | ) | ||||||||||||||||||
Tax-advantaged securities 16 |
(17 | ) | (35 | ) | 5 | (47 | ) | (53 | ) | (74 | ) | 6 | (121 | ) | ||||||||||||||||||
Equity stocks |
26 | 4 | 11 | 41 | 96 | (5 | ) | (12 | ) | 79 | ||||||||||||||||||||||
Money market funds and interest-earning deposits |
(67 | ) | 55 | (53 | ) | (65 | ) | (88 | ) | (26 | ) | 11 | (103 | ) | ||||||||||||||||||
Total earning assets |
4,129 | 196 | 109 | 4,434 | 11,091 | (1,298 | ) | (515 | ) | 9,278 | ||||||||||||||||||||||
Interest Expense: |
||||||||||||||||||||||||||||||||
Deposits and borrowed funds |
||||||||||||||||||||||||||||||||
Money market and super NOW accounts |
222 | 57 | 25 | 304 | 378 | 56 | 8 | 442 | ||||||||||||||||||||||||
Savings deposits |
109 | 14 | 7 | 130 | 310 | 131 | 34 | 475 | ||||||||||||||||||||||||
Time deposits |
655 | (99 | ) | (20 | ) | 536 | 1,809 | (900 | ) | (308 | ) | 601 | ||||||||||||||||||||
Other borrowings |
(49 | ) | 36 | (13 | ) | (26 | ) | 89 | (79 | ) | (20 | ) | (10 | ) | ||||||||||||||||||
Long-term subordinated debentures |
203 | | | 203 | 568 | | | 568 | ||||||||||||||||||||||||
Total interest-bearing liabilities |
1,140 | 8 | (1 | ) | 1,147 | 3,154 | (792 | ) | (286 | ) | 2,076 | |||||||||||||||||||||
Net interest income |
$ | 2,989 | $ | 188 | $ | 110 | $ | 3,287 | $ | 7,937 | $ | (506 | ) | $ | (229 | ) | $ | 7,202 | ||||||||||||||
Provision for Loan Losses
Credit risk is inherent in the business of making loans. The Company sets aside an allowance for potential loan losses through charges to earnings, which are reflected monthly in the income statement as the provision for loan losses. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that in Managements judgment is adequate to absorb losses inherent in the Companys loan portfolio.
Because of continued improvement in the Companys loan quality the provision for loan losses for the quarter was $700,000, 12% below the $800,000 provision for the prior year period. On a year-to-date basis, the provision for loan losses through September 30, 2004 was $2.2 million, an increase of $400,000 over the $1.8 million provision for the comparable period in 2003. Management decided it would be prudent and sound to make this provision in order to maintain the allowance at a level of 1.1% of total gross loans as compared to 1.2% at December 31, 2003. Management believes that the $2.2 million additional loan loss provision was adequate for the first nine months of 2004. While Management believes that the allowance for loan losses at September 30, 2004 was adequate, future additions to the allowance will be subject to continuing evaluation of the estimation, inherent and other known risks in the loan portfolio. The procedures for monitoring the adequacy of the allowance, and detailed information on the allowance, are included below in Allowance for Loan Losses.
Noninterest Income
Noninterest income includes revenues earned from sources other than interest income. The primary sources of noninterest income include customer service charges and fees on deposit accounts, fees and commissions generated from trade finance activities and issuance of letters of credit, ancillary fees on loans, net gains on sales of loans and net gains on sale of investment securities available for sale.
15 | Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees included in loan income were approximately $150,000 and $268,000, for the nine months ended September 30, 2004 and 2003, respectively. Amortized loan fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded. |
16 | Yield on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes. |
23
For the third quarter of 2004, noninterest income jumped 62% to $6.9 million compared to $4.2 million for the same quarter in 2003, and also increased from 2.44% to 2.01% of average earning assets for the same periods. Noninterest income was up by 34% to $15.8 million for the first nine months of 2004 as compared to $11.8 million in the comparable period of 2003.
One of the primary sources of recurring noninterest income continue to be customer service fee charges on deposit accounts and fees from trade finance transactions. Customer service fees increased by $440,000, or 23%, in the third quarter of 2004, and by $996,000, or 19% for the first nine months of 2004, compared to the same period last year. The increase in customer service fees was mainly due to increases in customer account relationships. For the first nine months of 2004, customer service fees as a percentage of total core noninterest income decreased to 40% compared to 45% for the first nine months of 2003. This decrease was mainly due to an increase in gain on sale of loans. Excluding gain on sale of loans, customer service fees increased to 51% for the nine months ended September 30, 2004.
Fee income from trade finance transactions increased by $362,000, or 52%, for the third quarter, and $705,000, or 36% for the first nine months of 2004. This increase in trade finance loans was mainly due to Managements efforts to capitalize on improving trends in the Asia Pacific trade volumes and a new trade finance team brought in during 2003.
The Company recorded a gain of $2.4 million on the sale of loans in the third quarter of 2004, as compared to a $656,000 gain in the like quarter of 2003. During the third quarter of 2004, the Company initiated the sale of the unguaranteed portion of SBA loans and recorded a total gain of $1.6 million. Out of the $1.6 million gain, $1.2 million was reversal of discount on SBA loans retained recorded in relation to the previous sale of SBA guaranteed portion. The gain on sale of loans also increased by 130% to $3.7 million for the first nine months 2004 as compared to $1.6 million in the like period of 2003. This was due to the adoption of a new practice in the latter part of 2003 of selling SBA loans every quarter and initiating the sale of unguaranteed portion of SBA loans in the third quarter of 2004. The Company sold $54.4 million of loans during the first nine months of 2004 as compared to $29.3 million in the comparable period of 2003.
As a result of SBA loan sales and retention of servicing rights, loan service fees increased $192,000, or 60%, for the third quarter of 2004, and $575,000, or 61% for the first nine months of 2004.
Slowing mortgage activity as a result of rising rates was a major contributor to a decline in the Companys other income in the third quarter of 2004. Other income decreased by 28% to $367,000 for the third quarter of 2004, as compared to $510,000 in the like period of 2003. Other income for the nine months ended September 30, 2004 also decreased slightly to $1.1 million in comparison to $1.2 million for the same period in 2003.
The following table sets forth the various components of the Companys noninterest income for the periods indicated:
Noninterest Income |
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
||||||||||||||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||||||||||||||
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
|||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Noninterest income: |
||||||||||||||||||||||||||||
Customer service fee |
$ | 2,340 | 34.05 | % | $ | 1,900 | 44.81 | % | $ | 6,250 | 39.44 | % | $ | 5,254 | 44.54 | % | ||||||||||||
Fee income from trade finance transactions |
1,053 | 15.32 | 691 | 16.30 | 2,671 | 16.85 | 1,966 | 16.67 | ||||||||||||||||||||
Wire transfer fees |
204 | 2.97 | 170 | 4.01 | 602 | 3.80 | 501 | 4.25 | ||||||||||||||||||||
Gain on sale of loans |
2,403 | 34.97 | 656 | 15.47 | 3,670 | 23.16 | 1,593 | 13.50 | ||||||||||||||||||||
Net gain on sale of securities available for sale |
(9 | ) | (0.13 | ) | (9 | ) | (0.21 | ) | (15 | ) | (0.09 | ) | 330 | 2.80 | ||||||||||||||
Other loan related service fees |
514 | 7.48 | 322 | 7.59 | 1,523 | 9.61 | 948 | 8.04 | ||||||||||||||||||||
Other income |
367 | 5.34 | 510 | 12.03 | 1,146 | 7.23 | 1,205 | 10.20 | ||||||||||||||||||||
Total noninterest income: |
$ | 6,872 | 100.00 | % | $ | 4,240 | 100.00 | % | $ | 15,847 | 100.00 | % | $ | 11,797 | 100.00 | % | ||||||||||||
As a percentage of average earning assets: |
2.44 | % | 2.01 | % | 2.06 | % | 1.99 | % |
Noninterest Expense
For the third quarter of 2004, noninterest expense increased 60% to $10.8 million, compared to $6.8 million for the same quarter in 2003. The increase in noninterest expense was mainly attributable to increases in salaries and employee benefits and
24
impairment loss of securities available for sale. Noninterest expense as a percentage of average assets also increased to 3.84% in the third quarter of 2004 as compared to 3.22% in same period in 2003. Noninterest expense for the first nine months of 2004 increased 36% to $26.6 million compared with $19.5 million for the first nine months of 2003.
The Companys efficiency ratio, defined as the ratio of noninterest expense to the sum of net interest income before provision for loan losses and noninterest income, is a reflection of increased noninterest expenses, increased to 59.53% for the third quarter of 2004, and 57.75% for the first nine months of 2004 compared to 55.35% and 55.99% in the like period a year ago. These increases were primarily due to impairment loss of securities available for sale, increased professional service fees related to compliance with the Sarbanes Oxley Act, and increased hiring activity of highly qualified personnel due to the Companys expansion of its management infrastructure in preparation for the next stage of the Companys growth. Excluding the securities impairment charge, the pro forma efficiency ratio actually decreased to 52.22% and 53.69% for the third quarter of 2003 and for nine months ended September 30, 2004, respectively.
Compensation and employee benefits increased 42% to $4.5 million for the third quarter of 2004 compared to $3.2 million for the same quarter in 2003 but decreased from 47% to 41% of total noninterest expenses for these periods. This increase in the dollar volume was mainly due to expenses associated with the increased personnel to staff the Fullerton branch, additional personnel added as result of the Chicago branch acquisition, the hiring of highly qualified individuals for the corporate offices and normal salary increases. Increase in compensation and employee benefits was 21% for the first nine months of 2004 compared to the same period in 2003.
Costs related to the acquisition of the branch office in Chicago and the opening of new LPOs increased occupancy cost by 18% to $634,000 in the third quarter of 2004 from $537,000 in same quarter last year. Occupancy expense also increased to $1.8 million for the first nine months of 2004 as compared to $1.5 million in like period last year.
Data processing expense grew by $230,000, or 52%, for the third quarter of 2004 as compared to $445,000 for the same period last year, mainly due to increased costs related to the newly acquired Chicago branch and increased activity as a result of the Companys expansion. For the nine months ended September 30, 2004, data processing expense also increased 29% to $1.6 million as compared to $1.3 million for the same period of 2003.
Due primarily to the higher consulting fees associated with complying with the Sarbanes-Oxley Act, professional service fees increased by $424,000 to $1.2 million for third quarter 2004 compared to $757,000 in the same period of 2003, but slightly decreased to 11% as a percentage of total noninterest expenses. Professional service fees were significantly higher for the first nine months of 2004 and amounted to $2.5 million, or an increase of $1.1 million as compared to $1.4 million for the same period last year.
Business promotion and advertising expense increased by 24%, to $580,000 for the third quarter of 2004 from $467,000 in the like quarter a year ago. This increase was mainly due to the increased promotional activity for the Companys products and new LPOs.
The Company recorded $1.3 million and $1.9 million impairment losses on Fannie Mae and Freddie Mac preferred stock for the third quarter of 2004 and nine months ended September 30, 2004, respectively.
Other operating expenses increased by $418,000 for the third quarter of 2004, and $1.1 million for the first nine months of 2004. This increase was mainly due to increases in corporate administration and loan related fee expenses, and losses on sale of fixed assets and CRA investments.
The remaining noninterest expenses include; furniture, fixture and equipment, stationary and supplies, telecommunications, postage, courier service and security service expenses. For the third quarter of 2004, these noninterest expenses increased 11% to $1.0 million compared to $0.9 million for the same quarter in 2003. Increases were primarily due to the Chicago branch acquisition and relocation of our Inland Branch Office.
25
The following table sets forth the breakdown of noninterest expense for the periods indicated:
Noninterest Expense |
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
||||||||||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||||||||||
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
|||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Salaries and benefits |
$ | 4,487 | 41.48 | % | $ | 3,160 | 46.60 | % | $ | 11,844 | 44.53 | % | $ | 9,767 | 50.11 | % | ||||||||
Occupancy |
634 | 5.86 | 537 | 7.92 | 1,843 | 6.93 | 1,480 | 7.59 | ||||||||||||||||
Furniture, fixture, and equipment |
352 | 3.25 | 347 | 5.12 | 1,002 | 3.77 | 988 | 5.07 | ||||||||||||||||
Data processing |
675 | 6.24 | 445 | 6.56 | 1,649 | 6.20 | 1,278 | 6.56 | ||||||||||||||||
Professional services fees |
1,181 | 10.92 | 757 | 11.16 | 2,486 | 9.35 | 1,422 | 7.30 | ||||||||||||||||
Business promotion and advertising |
580 | 5.36 | 467 | 6.89 | 1,505 | 5.66 | 1,321 | 6.78 | ||||||||||||||||
Stationery and supplies |
147 | 1.36 | 146 | 2.15 | 380 | 1.43 | 450 | 2.31 | ||||||||||||||||
Telecommunications |
114 | 1.05 | 122 | 1.80 | 397 | 1.49 | 359 | 1.84 | ||||||||||||||||
Postage and courier service |
171 | 1.58 | 135 | 1.99 | 458 | 1.72 | 386 | 1.98 | ||||||||||||||||
Security service |
221 | 2.04 | 157 | 2.32 | 543 | 2.04 | 451 | 2.31 | ||||||||||||||||
Impairment loss of available for sale securities |
1,329 | 12.29 | | | 1,869 | 7.03 | | |||||||||||||||||
Other operating expense |
926 | 8.57 | 508 | 7.49 | 2,624 | 9.85 | 1,588 | 8.15 | ||||||||||||||||
Total noninterest expense |
$ | 10,817 | 100.00 | % | $ | 6,781 | 100.00 | % | $ | 26,600 | 100.00 | % | $ | 19,490 | 100.00 | % | ||||||||
As a percentage of average earning assets |
3.84 | % | 3.22 | % | 3.45 | % | 3.29 | % | ||||||||||||||||
Efficiency ratio |
59.53 | % | 55.35 | % | 57.75 | % | 55.99 | % |
Provision for Income Taxes
Income tax expense is the sum of two components, current tax expense and deferred tax expense. Current tax expense is the result of applying the current tax rate to taxable income. The deferred portion is intended to reflect that income on which taxes are paid differs from financial statement pre-tax income, because some items of income and expense are recognized in different years for income tax purpose than for the financial statements.
The provision for income taxes increased 53% to $2.6 million for the third quarter of 2004 compared to $1.7 million for the same period in 2003, and the effective tax rates also increased to 38.33% from 35.67% for the third quarter of 2004. The increase in the tax provision was attributable to a 42% increase in pretax earnings in the third quarter of 2004 compared to the same period a year ago. The Company reduced taxes utilizing the tax credits from investments in the low-income housing projects in the amount of $388,000 for the first nine months of 2004 compared to $372,000 for the nine months ended in September 30, 2003.
Deferred income tax assets or liabilities reflect the estimated future tax effects attributable to differences as to when certain items of income or expense are reported in the financial statements versus when they are reported in the tax return. The Companys deferred tax asset was $3.2 million as of September 30, 2004, and $3.0 million as of December 31, 2003. As of September 30, 2004, the Companys deferred tax asset was primarily due to book reserves for losses on loans. Deferred tax assets were partially offset by unrecognized book gains from securities that are available for sale and interest rate swaps.
The major components of the Companys earning asset base are its interest-earning short-term investments, investment securities portfolio and loan portfolio. The detailed composition and growth characteristics of these three portfolios are significant to any analysis of the financial condition of the Company, and the loan portfolio analysis will be discussed in a later section of this Form 10-Q.
Interest Earning Short-Term Investments
The Company invests its excess available funds from daily operations in overnight Fed Funds and Money Market Funds. Money Market Funds are composed primarily of government funds and high quality short-term commercial paper. The Company can redeem the funds at any time. As of September 30, 2004 and December 31, 2003, the amounts invested in Fed Funds were $84.1 million and $41.6 million, respectively. The average yield earned on these funds was 1.27% for the first nine months of 2004
26
compared to 1.19% for the same period last year. The Company invested $0 and $22.4 million in Money Market Funds as of September 30, 2004 and December 31, 2003. The average balance and yield on money market funds were $13.7 million and 1.01% for the first nine months of 2004 as compared to $23.8 million and 1.16% for the comparable period of 2003.
Investment Portfolio
As of September 30, 2004, investment securities totaled $136.7 million or 11% of total assets, compared to $125.5 million or 12% of total assets as of December 31, 2003. The increase in the investment portfolio was due to the purchase of $42.3 million in available-for-sale securities. This increase for the nine months ended September 30, 2004 were partially offset by (i) $1.7 million heldto-maturity securities matured or called during the period, (ii) $8.6 million of available for sale called, (iii) $4.8 million of available for sale sold, (iv) principal payments of $14.5 million on mortgage-backed securities, and (v) $1.9 million of impairment losses recorded.
As of September 30, 2004, available-for-sale securities totaled $124.8 million, compared to $110.1 million as of December 31, 2003. Available-for-sale securities as a percentage of total assets slightly decreased to 10% as of September 30, 2004 from 11% as of December 2003. Held-to-maturity securities decreased to $11.9 million as of September 30, 2004, compared to $15.4 million as of December 31, 2003. The composition of available-for-sale and held-to-maturity securities was 91% and 9% as of September 30, 2004, compared to 88% and 12% as of December 31, 2003, respectively. New securities purchased during the first nine months of 2004 in the available-for-sale classification mainly consisted of mortgage backed securities and are intended to provide a better return on the Companys investment portfolio. For the three months and nine months ended September 30, 2004, the yield on the average investment portfolio was 3.10% and 3.25%, respectively, as compared to 2.90% and 3.43% for the same periods of 2003. During the first nine months of 2004, the Companys replaced maturing, called or sold securities with higher yielding adjustable mortgage backed securities, and a portion of the proceeds was used to fund higher yielding loans.
The average balance of taxable investment securities decreased by 18% to $102.6 million for the nine months ended September 30, 2004, compared to $124.8 million for the same period last year. The annualized average yield declined 12 basis points to 3.24% for the nine months ended September 30, 2004, compared to 3.36% for the same period last year. The decrease was due to called higher yielding government agency debt securities.
The average balance of tax-advantaged securities was $16.9 million and $18.8 million for the first nine months of 2004 and 2003, respectively. The average yield on tax-advantaged securities for the nine months ended September 30, 2004 was 3.36% compared to 3.90% for the same period last year. The tax-equivalent yield on these same securities for the nine months ended September 30, 2004 was 4.85% compared to 5.58% for the same period last year. The decrease in yield on the tax advantage securities was primarily due to lower yielding government preferred stock.
27
The following table summarizes the amortized cost, fair value and distribution of the Companys investment securities as of the dates indicated:
Investment Portfolio
As of September 30, |
As of December 31 | |||||||||||
2004 |
2003 | |||||||||||
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value | |||||||||
(Dollars in thousands) | ||||||||||||
Available for Sale: |
||||||||||||
U.S. Treasury securities |
$ | 2,023 | $ | 2,062 | $ | 2,051 | $ | 2,148 | ||||
U.S. Government agencies asset-backed securities |
9 | 9 | 19 | 19 | ||||||||
U.S. Government agencies securities |
43,025 | 42,477 | 45,595 | 45,036 | ||||||||
U.S. Government agencies mortgage-backed securities |
52,650 | 52,874 | 33,898 | 33,964 | ||||||||
Government agencies preferred stock |
10,495 | 10,495 | 12,680 | 12,124 | ||||||||
Corporate trust preferred securities |
11,000 | 11,000 | 11,000 | 10,890 | ||||||||
Corporate debt securities |
5,700 | 5,861 | 5,705 | 5,945 | ||||||||
Total available for sale |
$ | 124,902 | $ | 124,778 | $ | 110,948 | $ | 110,126 | ||||
Held to Maturity: |
||||||||||||
U.S. Government agencies securities |
$ | | $ | | $ | 1,000 | $ | 1,012 | ||||
U.S. Government agencies mortgage-backed securities |
6,640 | 6,691 | 8,458 | 8,453 | ||||||||
Municipal securities |
5,280 | 5,533 | 5,932 | 6,191 | ||||||||
Total held to maturity |
$ | 11,920 | $ | 12,224 | $ | 15,390 | $ | 15,656 | ||||
Total investment securities |
$ | 136,822 | $ | 137,002 | $ | 126,338 | $ | 125,782 | ||||
The following table summarizes, as of September 30, 2004, the maturity characteristics of the investment portfolio, by investment category. Expected remaining maturities may differ from remaining contractual maturities because obligors may have the right to prepay certain obligations with or without penalties.
28
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 |
Yield17 |
Amount |
Yield11 |
Amount |
Yield |
Amount |
Yield17 |
Amount |
Yield17 |
|||||||||||||||||||||
Available for Sale (Fair Value): |
||||||||||||||||||||||||||||||
U.S. Treasury securities |
$ | 2,062 | 4.72 | % | $ | | | $ | | | $ | | | $ | 2,062 | 4.72 | % | |||||||||||||
U.S. Government agencies asset-backed securities |
9 | 2.86 | | | | | | | 9 | 2.86 | ||||||||||||||||||||
U.S. Government agencies securities |
| | 42,477 | 2.66 | | | | | 42,477 | 2.66 | ||||||||||||||||||||
U.S. Government agencies mortgage-backed securities |
| | 2,777 | 4.70 | 1,428 | 4.35 | 48,669 | 3.37 | 52,874 | 3.71 | ||||||||||||||||||||
Government agencies preferred stock |
5,318 | 3.11 | 5,177 | 1.16 | | | | | 10,495 | 2.11 | ||||||||||||||||||||
Corporate trust preferred securities |
| | | | | | 11,000 | 3.40 | 11,000 | 3.40 | ||||||||||||||||||||
Corporate debt securities |
511 | 6.12 | 5,350 | 5.01 | | | | | 5,861 | 5.11 | ||||||||||||||||||||
Total available for sale securities |
$ | 7,900 | 3.64 | $ | 55,781 | 2.79 | $ | 1,428 | 4.35 | $ | 59,669 | 3.38 | $ | 124,778 | 3.14 | |||||||||||||||
Held to Maturity (Amortized Cost): |
||||||||||||||||||||||||||||||
U.S. Government agencies mortgage-backed securities |
| | | | | | 6,640 | 4.11 | 6,640 | 4.11 | ||||||||||||||||||||
Municipal securities |
| | 1,695 | 4.21 | 3,139 | 4.23 | 446 | 3.65 | 5,280 | 4.17 | ||||||||||||||||||||
Total held to maturity |
$ | | | $ | 1,695 | 4.21 | $ | 3,139 | 4.23 | $ | 7,086 | 4.08 | $ | 11,920 | 4.14 | |||||||||||||||
Total investment securities |
$ | 7,900 | 3.64 | % | $ | 57,476 | 2.83 | % | $ | 4,567 | 4.27 | % | $ | 66,755 | 3.46 | % | $ | 136,698 | 3.23 | % | ||||||||||
The following table shows the Companys investments with 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 September 30, 2004:
Less than 12 months |
12 months or more |
Total |
|||||||||||||||||||
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
U.S Government agencies securities |
$ | | $ | | $ | 27,418 | $ | (567 | ) | $ | 27,418 | $ | (567 | ) | |||||||
U.S. Government agencies mortgage-backed securities |
11,345 | (30 | ) | 5,056 | (78 | ) | 16,401 | (108 | ) | ||||||||||||
Total |
$ | 11,345 | $ | (30 | ) | $ | 32,474 | $ | (645 | ) | $ | 43,819 | $ | $(675 | ) | ||||||
As of September 30, 2004, the Company had total fair value of $43.8 million of securities with unrealized losses of $675,000. The market value of securities which have been in a continuous loss position in 12 months or more totaled $32.5 million, with an unrealized loss of $645,000.
For investments in an unrealized loss position at September 30, 2004, we have the intent and ability to hold these investments until the full recovery of their carrying value. During the first nine months of 2004, as a result of an other than temporary decline in market value due to changes in interest rates, impairment charges of $1.9 million were recognized for floating rate agency preferred stocks.
All individual securities that have been in a continuous unrealized loss position for twelve months or longer at September 30, 2004 had investment grade ratings upon purchase. The issuers of these securities have not, to our knowledge, established any cause for default on these securities and the various rating agencies have reaffirmed these securities long term investment grade status at September 30, 2004. During the third quarter of 2004, the Company recorded additional $1.3 million impairment losses to reflect decline in the market value of its Fannie Mae and Freddie Mac preferred stocks.
17 | Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes. |
29
Loan Portfolio
The Company continued to experience significant loan growth during the first nine months of 2004. Net loans increased $211.8 million, or 30%, to $928.8 million at September 30, 2004. $8.0 million of loans purchased as part of the Chicago branch purchase also contributed to loan growth in the first nine months of 2004. The increase in loans was funded primarily through deposit growth coming from established branches. While Management believes that it can continue to leverage the Companys current infrastructure to achieve similar or greater growth in loans for the remainder of the year, no assurance can be given that such growth will in fact occur. Net loans as of September 30, 2004, represented 74% of total assets, compared to 70% as of December 31, 2003.
The growth in net loans was comprised primarily of net increases in real estate commercial loans of $170.0 million or 44%, commercial loans of $34.7 million or 24%, consumer loans of $6.8 million or 14%, and trade finance loans of $15.7 million or 25%. Partially offsetting the growth in these loan categories was a net decrease in construction loans of $820,000 or 4% and the sale of $51.6 million in SBA loans during the nine months ended September 30, 2004. The decrease in construction loans was due primarily to loan payoffs.
As of September 30, 2004, commercial real estate continued to be the largest component of the Companys total loan portfolio with loans totaling $554.9 million, representing 59% of total loans, compared to $384.8 million or 53% of total loans at December 31, 2003. The increase in commercial real estate loans resulted from Managements efforts to promote this segment of the portfolio, as such loans involve a somewhat lesser degree of risk than certain other loans in the portfolio due to the nature and value of the collateral.
Trade finance loans increased by $15.7 million or 25% to $77.6 million at September 30, 2004 from $61.9 million at December 31, 2003. This increase in trade finance loans was mainly due to Managements efforts to capitalize on improving trends in the Asia Pacific trade volumes and a new trade finance team brought in 2003.
The Company adopted a new practice in the later part of 2003 of selling SBA loans every quarter. The Company sold $54.4 million of loans of which $51.6 million was SBA loans in first nine months of 2004, and retained the obligation to service the loans for a servicing fee and to maintain customer relations. As of September 30, 2004, the Company was servicing $129.8 million of sold SBA loans, compared to $91.5 million of sold SBA loans as of December 31, 2003. SBA loans as a percentage of total loans decreased to 6% in first nine months of 2004 as compared to 9% in 2003, primarily due to increased sale volume in 2004.
30
The following table sets forth the composition of the Companys loan portfolio as of the dates indicated:
September 30, 2004 |
December 31, 2003 |
|||||||||||||
Amount |
Percent of Total |
Amount |
Percent of Total |
|||||||||||
(Dollars in thousands) | ||||||||||||||
Real Estate |
||||||||||||||
Construction |
$ | 17,644 | 1.87 | % | $ | 18,464 | 2.53 | % | ||||||
Commercial 18 |
554,853 | 58.91 | 384,824 | 52.81 | ||||||||||
Commercial |
||||||||||||||
Korean Affiliate Loans 19 |
11,812 | 1.25 | 14,865 | 2.04 | ||||||||||
Other commercial loans |
170,258 | 18.08 | 132,503 | 18.18 | ||||||||||
Trade Finance 20 |
||||||||||||||
Korean Affiliate Loans |
2,986 | 0.32 | 3,899 | 0.54 | ||||||||||
Other trade finance loans |
74,617 | 7.92 | 57,987 | 7.96 | ||||||||||
SBA |
32,544 | 3.45 | 41,633 | 5.71 | ||||||||||
SBA held for sale21 |
20,530 | 2.18 | 24,854 | 3.41 | ||||||||||
Other 22 |
405 | 0.04 | 179 | 0.02 | ||||||||||
Consumer |
56,300 | 5.98 | 49,530 | 6.80 | ||||||||||
Total Gross Loans |
941,949 | 100.00 | % | $ | 728,738 | 100.00 | % | |||||||
Less: |
||||||||||||||
Allowance for Loan Losses |
(10,364 | ) | (8,804 | ) | ||||||||||
Deferred Loan Fees |
(886 | ) | (331 | ) | ||||||||||
Discount on SBA Loans Retained |
(1,868 | ) | (2,595 | ) | ||||||||||
Total Net Loans |
$ | 928,831 | $ | 717,008 | ||||||||||
The Company has historically made three types of credit extensions involving direct exposure to the Korean economy: (i) commercial loans to U.S. affiliates or subsidiaries or branches of companies located in South Korea (Korean Affiliate Loans), (ii) advances on acceptances by Korean banks, and (iii) loans against standby letters of credit issued by Korean banks. In certain instances, standby letters of credit issued by Korean banks support the loans made to the U.S. affiliates or branches of Korean companies, to which the Company has extended loans. In addition, the Company makes certain loans involving indirect exposure to the economies of South Korea as well as other Pacific Rim countries, as discussed at the end of this section.
The following table sets forth the amounts of outstanding balances in the above three categories for South Korea:
Loans and Commitments Involving Korean Country Risk
September 30, 2004 |
December 31, 2003 | |||||
(Dollars in thousands) | ||||||
Category |
||||||
Commercial loans to U.S. affiliates or branches of Korean companies |
$ | 8,608 | $ | 9,575 | ||
Unused commitments for loans to U.S. affiliates of Korean companies |
20,493 | 4,701 | ||||
Acceptances with Korean Banks |
12,886 | 9,347 | ||||
Standby letters of credit issued by banks in South Korea |
10,199 | 12,599 | ||||
Total |
$ | 52,186 | $ | 36,222 | ||
Loans and commitments involving direct exposure to the Korean economy totaled $52.2 million or 5% of total loans and commitments and $36.2 million or 5% of total loans and commitments as of September 30, 2004 and December 31, 2003, respectively. The Companys level of loans and commitments involving such exposure at September 30, 2004 has increased as compared to December 31, 2003 due to a $15.8 million increase in unused commitments for loans to U.S. affiliates of Korean
18 | Real estate commercial loans are loans secured by first deeds of trust on real estate |
19 | Consists of loans to U.S. affiliates or subsidiaries or branches of Korean companies. |
20 | Includes advances on trust receipts, clean advances, cash advances, acceptances discounted, and documentary negotiable advances under commitments. |
21 | SBA loans held for sale is stated at the lower of cost or market. |
22 | Consists of transactions in process and overdrafts. |
31
Companies, $3.5 million increase in acceptances with Korean Banks. These increases were partially offset by $2.4 million decrease in standby letters of credit issued by banks in South Korea and $967,000 decrease in commercial loans to U.S. affiliates or branches of Korean Companies.
In addition to the loans included in the above table, which involve direct exposure to the Korean economy, the Company also makes loans to many U.S. business customers in the import or export business whose operations are indirectly affected by the economies of various Pacific Rim countries including South Korea. As of September 30, 2004, loans outstanding involving indirect country risk totaled $30.3 million, or 3.2% of the Companys total loans, and loans and commitments involving indirect country risk totaled $109.3 million, or 9.7% of the Companys total loans and commitments. Indirect country risk is defined as the risk associated with loans to such U.S. businesses, which are dependent upon foreign countries for business and trade. Of the $109.3 million in total loans and commitments involving indirect country risk, approximately 68% involve borrowers doing business with Korea, with the remaining percentages to other individual Pacific Rim countries being relatively small in relation to the total indirect loans involving country risk. As a result, with the exception of South Korea, the Company does not believe it has significant indirect country risk exposure to any other specific Pacific Rim country.
Of the total loans outstanding and commitments involving indirect country risk identified above, approximately 51% of such loans and commitments were to businesses which import goods from Korea and 11% were loans or commitments to businesses which export goods to Korea.
Nonperforming Assets
Nonperforming assets are comprised of loans on nonaccrual status, loans 90 days or more past due but not on nonaccrual status, loans restructured where the terms of repayment have been renegotiated, resulting in a reduction and/or deferral of interest or principal, and Other Real Estate Owned (OREO). Management generally places loans on nonaccrual status when they become 90 days or more past due, unless they are fully secured and in the process of collection. Loans may be restructured in the discretion of Management when a borrower has experienced some change in financial status causing an inability to meet the original repayment terms, but the Company nonetheless believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of real property acquired through foreclosure or similar means that Management intends to offer for sale.
Managements classification of a loan as nonaccrual or restructured is an indication that there is reasonable doubt as to the full collectibility of principal and/or interest on the loan. At this point, the Company stops recognizing income from the interest on the loan and reverses any uncollected interest that had been accrued but unpaid. If the loan deteriorates further due to a borrowers bankruptcy or similar financial problems, unsuccessful collection efforts or a loss classification by regulators or auditors, the remaining balance of the loan is then charged off. These loans may or may not be collateralized, but collection efforts are continuously pursued. Total nonperforming loans were $4.0 million and $3.3 million as of September 30, 2004 and December 31, 2003, respectively. The increase in nonperforming loans was driven by increases in nonaccrual loans in SBA and business commercial term loan portfolios. However, nonperforming assets as a percentage of total loans and other real estate owned improved to 0.43% as of September 30, 2004 compared to 0.46% at December 31, 2003.
The following table provides information with respect to the components of the Companys nonperforming assets as of the dates indicated:
32
September 30, 2004 |
December 31, 2003 |
September 30, 2003 |
||||||||||
(Dollars in Thousands) | ||||||||||||
Nonaccrual loans: |
||||||||||||
Real estate: |
||||||||||||
Construction |
$ | 1,766 | $ | 2,249 | $ | 2,249 | ||||||
Commercial |
| | 32 | |||||||||
Commercial: |
||||||||||||
Korean Affiliate Loans |
| | | |||||||||
Other commercial loans |
1,511 | 756 | 674 | |||||||||
Consumer |
47 | 25 | 181 | |||||||||
Trade finance: |
||||||||||||
Korean Affiliate Loans |
| | | |||||||||
Other trade finance loans |
87 | 102 | 87 | |||||||||
SBA |
617 | 195 | 682 | |||||||||
Other 23 |
| | | |||||||||
Total |
4,028 | 3,327 | 3,905 | |||||||||
Loans 90 days or more past due (as to principal or interest) still accruing: |
||||||||||||
Total |
| | | |||||||||
Restructured loans: 24 |
||||||||||||
Total |
| | | |||||||||
Total nonperforming loans |
4,028 | 3,327 | 3,905 | |||||||||
Other real estate owned |
| | | |||||||||
Total nonperforming assets |
$ | 4,028 | $ | 3,327 | $ | 3,905 | ||||||
Nonperforming loans as a percentage of total loans |
0.43 | % | 0.46 | % | 0.58 | % | ||||||
Nonperforming assets as a percentage of total loans and other real estate owned |
0.43 | % | 0.46 | % | 0.58 | % | ||||||
Allowance for loan losses to nonperforming loans |
257.30 | % | 264.62 | % | 205.30 | % |
The Company evaluates impairment of loans according to the provisions of SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Under SFAS No. 114, loans are considered impaired when it is probable that the Company will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement, including contractual interest and principal payments. Impaired loans are measured based on the present value of expected future cash flows discounted at the loans effective interest rate or, alternatively, at the loans observable market price or the fair value of the collateral if the loan is collateralized, less costs to sell.
The following table provides information on impaired loans for the periods indicated:
September 30, 2004 |
December 31, 2003 |
|||||||
(Dollars in thousands) | ||||||||
Impaired loans with specific reserves |
$ | 4,849 | $ | 5,160 | ||||
Impaired loans without specific reserves |
1,594 | 1,021 | ||||||
Total impaired loans |
6,443 | 6,181 | ||||||
Allowance on impaired loans |
(592 | ) | (825 | ) | ||||
Net recorded investment in impaired loans |
$ | 5,851 | $ | 5,356 | ||||
Average total recorded investment in impaired loans |
$ | 6,698 | $ | 4,343 | ||||
Interest income recognized on impaired loans on a cash basis |
$ | 143 | $ | 235 |
23 | Consists of transactions in process and overdrafts |
24 | 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. |
33
Allowance for Loan Losses
The allowance for loan losses reflects Managements judgment of the level of allowance adequate to provide for probable losses inherent in the loan portfolio as of the balance sheet date. On a quarterly basis, the Company assesses the overall adequacy of the allowance for loan losses, utilizing a disciplined and systematic approach which includes the application of a specific allowance for identified problem loans, a formula allowance for identified graded loans, an allocated allowance for large groups of smaller balance homogenous loans, and an allocated allowance for country risk exposure.
Allowance for Specifically Identified Problem Loans. The specific allowance is determined based on the present value of expected future cash flows discounted at the loans effective interest rate, except that as a practical expedient, the Company may measure impairment based on a loans observable market price, or the fair value of the collateral if the loan is collateral dependent. Regardless of the measurement method, the Company measures impairment based on the fair value of the collateral when it is determined that foreclosure is probable.
Formula Allowance for Identified Graded Loans. Non-homogenous loans such as commercial real estate, construction, commercial business, trade finance and SBA loans that are not impaired are reviewed individually and subject to a formula allowance. The formula allowance is calculated by applying loss factors to outstanding pass, special mention, substandard, and doubtful loans. The evaluation of inherent loss for these loans involves a high degree of uncertainty, subjectivity, and judgment, because probable loan losses are not identified with specific loans. In determining the formula allowance, Management relies on a mathematical calculation that incorporates a twelve-quarter rolling average of historical losses.
In order to reflect the impact of recent events, the twelve-quarter rolling average is weighted. Loans risk-rated pass, special mention and substandard for the most recent three quarters are adjusted to an annual basis as follows:
| The most recent quarter is weighted 4/1; |
| The second most recent is weighted 4/2; and |
| The third most recent is weighted 4/3. |
The formula allowance may be further adjusted to account for the following qualitative factors:
| Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices; |
| Changes in national and local economic and business conditions and developments, including the condition of various market segments; |
| Changes in the nature and volume of the loan portfolio; |
| Changes in the experience, ability, and depth of lending management and staff; |
| Changes in the trend of the volume and severity of past due and classified loans, and trends in the volume of nonaccrual loans and troubled debt restructurings, and other loan modifications; |
| Changes in the quality of our loan review system and the degree of oversight by the Board of Directors; |
| The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and |
| The effect of external factors such as competition and legal and regulatory requirements on the level of estimated losses in our loan portfolio. |
Allowance for Large Groups of Smaller Balance Homogeneous Loans. The portion of the allowance allocated to large groups of smaller balance homogenous loans is focused on loss experience for the pool rather than on analyses of individual loans. Large groups of smaller balance homogenous loans consist of consumer loans to individuals. The allowance for groups of performing loans is based on historical losses over a three-year period. In determining the level of allowance for delinquent groups of loans, the Company classifies groups of homogenous loans based on the number of days delinquent.
Allowance for Country Risk Exposure. The allowance for country risk exposure is based on an estimate of probable losses relating to both direct exposure to the Korean economy, and indirect exposure to the economies of various Pacific Rim countries. The exposure is related to trade finance loans made to support export/import businesses between U.S. and Korea, Korean Affiliate Loans, and certain loans to local U.S. businesses that are supported by stand by letters of credit issued by Korean banks. As with the credit rating system, the Company uses a country risk grading system under which risk gradings have been divided into three ranks. To determine the risk grading, the Company evaluates loans to companies with a significant portion of their business reliant upon imports or exports to Pacific Rim countries. The Company then analyzes the degree of dependency on business, suppliers or other business areas dependent upon such countries and applies an individual rating to the credit. The Company provides an
34
allowance for country risk exposure based upon the rating of dependency. Most of the Companys business customers whose operations are indirectly affected by the economies of such countries are in the import or export businesses. As part of its methodology, the Company assigns one of three rating factors (25, 50 or 75 basis points) to borrowers in these businesses, depending upon the perceived degree of indirect exposure to such economies. The country risk exposure factor reflected in the table below is in addition to the allowance for such loans, which is already reflected, in the formula allowance. This factor takes into account both the direct risk on the loans included in the Loans Involving Country Risk table above, and the loans to import or export businesses involving indirect exposure to the Korean economy.
The process of assessing the adequacy of the allowance for loan losses involves judgmental discretion, and eventual losses may differ from even the most recent estimates. Further, the Companys independent loan review consultants, the FDIC and the California Department of Financial Institutions, review the allowance for loan losses as an integral part of their examination process.
The following table sets forth the composition of the allowance for loan losses as of September 30, 2004 and December 31, 2003:
Composition of Allowance for Loan Losses
|
As of 2004 |
As of 2003 | ||||
(Dollars in thousands) | ||||||
Specific (Impaired loans). |
$ | 592 | $ | 825 | ||
Formula (non-homogeneous) |
9,158 | 7,085 | ||||
Homogeneous |
331 | 302 | ||||
Country risk exposure |
283 | 592 | ||||
Total allowance and reserve |
$ | 10,364 | $ | 8,804 | ||
35
The table below summarizes the activity in the Companys allowance for loan losses for the periods indicated:
Allowance for Loan Losses
|
(Dollars in thousands) |
|||||||||||
September, 30 2004 |
December 31, 2003 |
September, 30 2003 |
||||||||||
Balances: |
||||||||||||
Average total loans outstanding during period25 |
$ | 846,638 | $ | 620,302 | $ | 597,064 | ||||||
Total loans outstanding at end of period 25 |
$ | 939,197 | $ | 725,812 | $ | 669,290 | ||||||
Allowance for Loan Losses: |
||||||||||||
Balance before reserve for losses on commitments |
$ | 8,804 | $ | 6,760 | $ | 6,760 | ||||||
Reserve for losses on commitments to extend credit |
| | | |||||||||
Balance at beginning of period |
8,804 | 6,760 | 6,760 | |||||||||
Charge-offs: |
||||||||||||
Real Estate |
||||||||||||
Construction |
435 | | | |||||||||
Commercial |
| | | |||||||||
Commercial: |
||||||||||||
Korean Affiliate Loans |
| | | |||||||||
Other commercial loans |
570 | 903 | 727 | |||||||||
Consumer |
87 | 225 | 59 | |||||||||
Trade Finance: |
||||||||||||
Korean Affiliate Loans |
| | | |||||||||
Other trade finance loans |
| | | |||||||||
SBA |
9 | 126 | 126 | |||||||||
Other |
| | | |||||||||
Total charge-offs |
1,101 | 1,254 | 912 | |||||||||
Recoveries |
||||||||||||
Real estate |
||||||||||||
Construction |
| | | |||||||||
Commercial |
| | | |||||||||
Commercial: |
||||||||||||
Korean Affiliate Loans |
| 425 | 180 | |||||||||
Other commercial loans |
413 | 144 | 128 | |||||||||
Consumer |
35 | 40 | 40 | |||||||||
Trade finance: |
||||||||||||
Korean Affiliate Loans |
| | | |||||||||
Other trade finance loans |
41 | 545 | 6 | |||||||||
SBA |
22 | 144 | 65 | |||||||||
Other |
| | | |||||||||
Total recoveries |
511 | 1,298 | 419 | |||||||||
Net loan charge-offs and (recoveries) |
590 | (44 | ) | 493 | ||||||||
Provision for loan losses |
2,150 | 2,000 | 1,750 | |||||||||
Balance at end of period |
$ | 10,364 | $ | 8,804 | $ | 8,017 | ||||||
Ratios: |
||||||||||||
Net loan charge-offs to average total loans |
0.07 | % | (0.01 | )% | 0.08 | % | ||||||
Provision for loan losses to average total loans |
0.25 | 0.32 | 0.29 | |||||||||
Allowance for loan losses to gross loans at end of period |
1.10 | 1.21 | 1.20 | |||||||||
Allowance for loan losses to total nonperforming loans |
257.30 | 264.62 | 205.30 | |||||||||
Net loan charge-offs to allowance for loan losses at end of period |
5.70 | (0.50 | ) | 6.15 | ||||||||
Net loan charge-offs to provision for loan losses |
27.44 | % | (2.20 | )% | 28.17 | % |
The allowance for loan losses was $10.4 million as of September 30, 2004, compared to $8.8 million at December 31, 2003. The Company recorded a provision of $2.2 million for the first nine months of 2004. For the nine months ended September 30, 2004, the Company charged off $1.1 million and recovered $511,000, resulting in net charge-offs of $590,000, compared to net charge-offs of $493,000 for the same period in 2003. The increase in charge-offs was mainly due to the charge-off of a $435,000
25 | Total loans are net of deferred loan fees and discount on SBA loans sold. |
36
construction loan in the first quarter of 2004. The Company recorded $380,000 of net charge-off during the third quarter of 2004 as compared to $134,000 for the same period last year. The increase was due to higher level of other commercial loan charge-offs. The Company slightly decrease the allowance for loan losses to total gross loans ratio to 1.1% as of September 30, 2004 compared to 1.2% as of December 31, 2003. The Company provides an allowance for the new credits based on the migration analysis discussed previously. The ratio of the allowance for loan losses to total nonperforming loans slightly decreased to 257.3% as of September 30, 2004 compared to 264.6% as of December 31, 2003. Management believes that the ratio of the allowance to nonperforming loans at September 30, 2004 was adequate based on its overall analysis of the loan portfolio.
The balance of the allowance for loan losses increased to $10.4 million as of September 30, 2004 compared to $8.8 million as of December 31, 2003. This increase was mainly due to a $2.1 million increase in formula (non-homogeneous) allowance and a $29,000 increase in homogeneous allowance. Formula and homogeneous allowances were increased due to loan growth and increase in delinquent auto and credit card loans. These increases were partially offset by a decrease in the country risk allowance and specific allowance related to impaired loans.
The provision for loan losses for the first nine months of 2004 was $2.2 million, or 23% above the $1.8 million provision for the prior year period. Considering the current economic climate and the significant growth in our loan portfolio, Management decided it would be prudent and sound to maintain the allowance at a level of 1.1% of total gross loans.
Management believes the level of allowance as of September 30, 2004 was adequate to absorb the estimated losses from any known or inherent risks in the loan portfolio and the loan growth for the quarter. However, no assurance can be given that economic conditions which adversely affect our service areas or other circumstances may not require in increased provisions for loan losses in the future.
Management is committed to maintaining the allowance for loan losses at a level that is considered commensurate with estimated and known risks in the portfolio. Although the adequacy of the allowance is reviewed quarterly, Management performs an ongoing assessment of the risks inherent in the portfolio. Real estate is the principal collateral for the Companys secured loans.
Other Assets
Other assets decreased by $382,000 to $5.5 million as of September 30, 2004 compared to $5.9 million at December 31, 2003. The variance was due, primarily, to a decrease in fair value of interest rate swaps of $1.2 million.
Deposits
An important balance sheet component affecting the Companys net interest margin is its deposit base. The Companys average interest-bearing deposit cost decreased to 1.90% during the first nine months of 2004, compared to 2.08% in 2003. This decrease in spite of market rate hikes was due to a lag in the repricing at the lesser degree of interest rates of the Companys substantial portfolio of time deposits. A shift in deposit mix from high cost deposits to lower cost deposits generated by the branches during the first nine months of 2004 also contributed to this decrease.
The Company can deter, to some extent, the rate hunting customers who demand high cost CDs because of local market competition using wholesale funding sources. Total brokered CDs were $20.2 million as of September 30, 2004, with the maturities ranging from one to six months. With interest rates relatively low, the Company has extended the duration of its liabilities using wholesale funding sources to protect its net interest margin going forward in the event that interest rates begin to rise. In addition, the Company maintained a $60.0 million time certificate of deposit with the State of California as of September 30, 2004, which remained unchanged as compared to December 31, 2003. The deposit has been renewed every 3 to 6 months.
Total deposits increased $210.9 million or 24% to $1,078.7 million at September 30, 2004 compared to $867.9 million at December 31, 2003. This increase in deposits reflected growth across all deposit categories. The biggest increase among deposit categories was time deposits over $100,000, which increased by $94.3 million, or 31%, during the first nine months of 2004. The Companys non-interest bearing deposit also increased by 21% to $325.5 million during the first nine months of 2004 as compared to $268.5 million at last year-end. These increases were largely attributable to $20 million of new broker deposits and increased contributions from new branches, which opened in 2001 thru 2003 and $12.9 million in deposits assumed as part of the Chicago branch purchase in April 2004. As of September 30, 2004, new branches opened or acquired since 2001 held $342.5 million in total deposits. Deposit contribution by the new branches also increased to 32% of total deposits at September 30, 2004 as compared to 27% at December 31, 2003.
37
Information concerning the average balance and average rates paid on deposits by deposit type for the three and nine months ended September 30, 2004 and 2003 is contained in the Distribution, Yield and Rate Analysis of Net Income tables above in the section entitled Net Interest Income and Net Interest Margin.
Other Borrowed Funds
The Company regularly uses Federal Home Loan Bank of San Francisco (FHLB) advances and short-term borrowings, which consist of notes issued to the U.S. Treasury to manage Treasury Tax and Loan payments. The Companys outstanding FHLB borrowing was $57.5 million and $50.3 million at September 30, 2004 and December 31, 2003, respectively. This increase was due to meet increasing loan demand and short term funding requirements. Notes issued to the U.S. Treasury amounted to $2.2 million as of September 30, 2004 compared to none as of December 31, 2003. The total borrowed amounts outstanding at September 30, 2004 and December 31, 2003 were $59.8 million and $50.7 million, respectively.
In addition, the issuance of long-term subordinated debentures at the end of 2003, consisting of $18.0 million in pass-through trust preferred securities, created another source of funding.
Information regarding the Companys significant fixed and determinable contractual obligations is contained in Note 12 to the financial statements located elsewhere herein.
CONTRACTUAL OBLIGATIONS
The following table presents, as of September 30, 2004, the Companys significant fixed and determinable contractual obligations, within the categories described below, by payment date. These contractual obligations, except for the operating lease obligations, are included in the Consolidated Statements of Financial Condition. The payment amounts represent those amounts contractually due to the recipient.
Payments Due by Period | |||||||||||||||
Less than 1 year |
1-3 years |
3-5 years |
After 5 years |
Total | |||||||||||
(Dollars in Thousands) | |||||||||||||||
Debt obligations |
$ | 52,323 | $ | 4,000 | $ | | $ | 22,010 | $ | 78,333 | |||||
Deposits |
1,044,149 | 27,593 | 6,893 | 90 | 1,078,725 | ||||||||||
Operating lease obligations |
784 | 4,032 | 1,421 | 2,378 | 8,615 | ||||||||||
Total contractual obligations |
$ | 1,097,256 | $ | 35,625 | $ | 8,314 | $ | 24,478 | $ | 1,165,673 | |||||
LIQUIDITY AND MARKET RISK/INTEREST RISK MANAGEMENT
Liquidity
Liquidity is the Companys ability to maintain sufficient cash flow to meet deposit withdrawals and loan demands and to take advantage of investment opportunities as they arise. The Companys principal sources of liquidity have been growth in deposits, proceeds from the maturity of securities, and prepayments from loans. To supplement its primary sources of liquidity, the Company maintains contingent funding sources, which include a borrowing capacity of up to 25% of total assets upon providing collateral with the Federal Home Loan Bank of San Francisco, access to the discount window of the Federal Reserve Bank of San Francisco, a deposit facility with the California State Treasurers office up to 50% of total equity with collateral pledging, and unsecured Fed funds lines with correspondent banks.
As of September 30, 2004, the Companys liquidity ratio, which is the ratio of available liquid funds to net deposits and short-term liabilities, was 19%. Total available liquidity as of that date was $201.9 million, consisting of excessive cash holdings or balances in due from banks, overnight Fed Funds Sold, Money Market Funds and uncollateralized securities. It is the Companys policy to maintain a minimum liquidity ratio of 15%. The Companys net non-core fund dependence ratio was 35.3% under applicable regulatory guidelines, which assumes all certificates of deposit over $100,000 (Jumbo CDs) as volatile sources of funds. The Company has identified approximately $40 million of Jumbo CDs as stable and core sources of funds based on past historical analysis. The non-core fund dependence ratio was 33% with the assumption of $40 million as stable and core fund sources. The net non-core fund dependence ratio is the ratio of net short-term investment less non-core liabilities divided by the long-term assets. The Company had $20.2 million and $1.6 million in brokered deposits as of September 30, 2004 and December 31, 2003, respectively.
38
Market Risk/Interest Rate Risk Management
Market risk is the risk of loss from adverse changes in market prices and rates. The Companys market risk arises primarily from interest rate risk inherent in its lending, investment and deposit taking activities, but also to a certain extent from foreign exchange rate risk and commodity risk. The Companys profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Companys earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. To that end, Management actively monitors and manages its interest rate risk exposure.
Asset/liability management is concerned with the timing and magnitude of the repricing of assets and liabilities. The Company actively monitors its assets and liabilities to mitigate risks associated with interest rate movements. In general, Managements strategy is to match asset and liability balances within maturity categories to limit the Companys exposure to earnings fluctuations and variations in the value of assets and liabilities as interest rates change over time. The Companys strategy for asset/liability management is formulated and monitored by the Companys Asset/Liability Management Board Committee (the Board Committee). This Board Committee is composed of four outside directors and the President. The Treasurer serves as secretary of the Committee. The Board Committee meets quarterly to review and adopt recommendations of the Asset/Liability Management Committee.
The Asset/Liability Management Committee consists of executive and manager level officers from various areas of the Company including lending, investment, and deposit gathering, in accordance with policies approved by the Board of Directors. The primary goal of the Asset/Liability Management Committee is to manage the financial components of the Company to optimize net income under varying interest rate environments. The focus of this process is the development, analysis, implementation, and monitoring of earnings enhancement strategies, which provide stable earnings and capital levels during periods of changing interest rates.
The Asset/Liability Management Committee meets regularly to review, among other matters, the sensitivity of the Companys assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, and maturities of investments and borrowings. The Asset/Liability Management Committee also approves and establishes pricing and funding decisions with respect to overall asset and liability composition, and reports regularly to the Asset/Liability Board Committee and the Board of Directors.
Interest Rate Risk
Interest rate risk occurs when assets and liabilities reprice at different times as interest rates change. In general, the interest that the Company earns on its assets and pays on its liabilities are established contractually for specified period of time. Market interest rates change over time and if a financial institution cannot quickly adapt to changes in interest rate, it may be exposed to volatility in earnings. For instance, if the Company were to fund long-term fixed rate assets with short-term variable rate deposits, and interest rates were to rise over the term of the assets, the short-term variable deposits would rise in cost, adversely affecting net interest income. Similar risks exist when rate sensitive assets (for example, prime rate based loans) are funded by longer-term fixed rate liabilities in a falling interest rate environment.
In order to monitor and manage interest rate risk, Management utilizes quarterly gap analysis and quarterly simulation modeling as a tool to determine the sensitivity of net interest income and the economic value sensitivity of the balance sheet. These techniques are complementary and both are used 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 during a particular time interval. A liability sensitive position results when more liabilities than assets reprice or mature within a given period. Conversely, an asset sensitive position results when more assets than liabilities reprice within a given period. As of September 30, 2004, the Company was asset sensitive with a positive one-year gap of $222.5 million or 17.6% of total assets and 19.0% of earning assets. As the Companys assets tend to reprice more frequently than its liabilities over a one-year horizon, the Company will realize higher net interest income in a rising rate environment and lower net interest income in a falling rate environment.
Although the interest rate sensitivity gap analysis is a useful measurement tool and contributes to effective asset/liability management, it is difficult to predict the effect of changing interest rates based solely on that measure. As a result, the Asset/Liability Management Committee also uses simulation modeling on a quarterly basis as a tool to measure the sensitivity of
39
earnings and net portfolio value (NPV) to interest rate changes. Net portfolio value is defined as the net present value of an institutions existing assets, minus the present value of liabilities and off-balance sheet instruments. The simulation model captures all assets, liabilities, and off-balance sheet financial instruments, such as the interest rate swaps, and other significant variables considered to be affected by interest rates. These other significant variables include prepayment speeds on mortgage-backed securities, cash flows on loans and deposits, principal amortization, call options on investment securities purchased, balance sheet growth assumptions, and changes in interest rate relationships as various rate indices react differently to market rates. The simulation measures the volatility of net interest income and net portfolio value under immediate rising or falling market rate scenarios in 100-basis-point increments up to 300 basis points.
40
The following table sets forth, as of September 30, 2004, the estimated impact of changes on the Companys net interest income over a twelve-month period and NPV, assuming a shift of 100 to 300 basis points for increases and 100 to 200 basis points for decreases.
Change (In Basis Points) |
Net Interest Income (next twelve months) |
% Change |
NPV |
% Change |
||||||||
(Dollars in thousands) | ||||||||||||
+300 |
$ | 59,406 | 20.63 | % | $ | 85,469 | -6.06 | % | ||||
+200 |
$ | 54,530 | 10.73 | % | $ | 87,817 | -3.48 | % | ||||
+100 |
$ | 51,821 | 5.22 | % | $ | 89,848 | -1.25 | % | ||||
-100 |
$ | 45,838 | -6.92 | % | $ | 92,662 | 1.85 | % | ||||
-200 |
$ | 41,916 | -14.89 | % | $ | 94,001 | 3.32 | % |
As previously indicated, net income increases (decreases) as market interest rates rise (fall) and the net portfolio value decreases (increases), as the rate rises (falls). The NPV declines (increases) as interest income increases (decreases), since the change in the discount rate has a greater impact on the change in the NPV than does the change in the cash flows.
The simulating model as described above, primary analytical tool used by the Company to gauge interest rate sensitivity is a simulation model used by many community banks, which is based upon the actual maturity and repricing characteristics of interest-rate-sensitive assets and liabilities. The model attempts to forecast changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. As an enhancement to the primary simulation model, other factors are incorporated into the model, including prepayment assumptions and market rates of interest provided by independent broker/dealer quotations, an independent pricing model, and other available public information. The model also factors in projections of anticipated activity levels of the Company product lines. Management believes that the assumptions it uses to evaluate the vulnerability of the Companys operations to changes in interest rates approximate actual experience and considers them reasonable; however, the interest rate sensitivity of the Companys assets and liabilities and the estimated effects of changes in interest rates on the Companys net interest income and NPV could vary substantially if different assumptions were used or if actual experience were to differ from the historical experience on which they are based.
The Companys historical strategies in protecting both net interest income and the economic value of equity from significant movements in interest rates have involved using various methods of assessing existing and future interest rate risk exposure and diversifying and restructuring its investment portfolio accordingly. The Company may use off-balance sheet instruments, such as interest rate swaps, as part of its overall goal of minimizing the impact of interest rate fluctuations on the Companys net interest margin and its shareholders equity. As of September 30, 2004, the Company had four interest rate swap agreements with a total notional amount of $85 million, wherein the Company receives a fixed rate of 6.89%, 6.25%, 5.51% and 6.25% at quarterly intervals, respectively. The Company pays a floating rate at quarterly intervals for all four interest rate swaps based on the Wall Street Journal published Prime Rate, on notional amounts of $20,000,000, $25,000,000, $20,000,000, and $20,000,000, respectively and these contracts mature on May 10, 2005, August 15, 2006, December 19, 2005, and August 25, 2007, respectively. At September 30, 2004, the Wall Street Journal published Prime Rate was 4.75%. The Companys policies also permit the purchase of rate caps and floors, although the Company has not yet engaged in these activities.
Shareholders equity as of September 30, 2004 was $87.3 million, compared to $78.3 million as of December 31, 2003. The primary sources of increases in capital have been retained earnings and relatively nominal proceeds from the exercise of employee incentive and/or nonqualified stock options. The Company did, however, issue $18 million in Trust Preferred Securities in 2003 through its wholly owned subsidiary, Center Capital Trust I. The proceeds of this issuance are considered to be Tier 1 capital for regulatory purposes but long-term debt in accordance with generally accepted accounting principles. However, no assurance can be given that the Trust Preferred Securities will continue to be treated as Tier 1 capital in the future. Shareholders equity is also affected by increases and decreases in unrealized losses on securities classified as available-for-sale. The Company is committed to maintaining capital at a level sufficient to assure shareholders, customers, and regulators that the Company is financially sound and able to support its growth from its retained earnings. The Company is committed to maintaining capital at a level sufficient to assure shareholders, customers, and regulators that the Company is financially sound and able to support its growth from its retained earnings. Since inception, the Company has been reinvesting its earnings into its capital in order to support the Companys continuous growth through the payment of stock rather than cash dividends. Beginning in October 2003 Center Financial commenced a new dividend policy of paying quarterly cash dividends to its shareholders. In accordance with this policy, the
41
Company has paid a cash dividend since October 2003, and cash dividends paid amounted to $2.6 million in 2004. The Company plans to continue to pay quarterly cash dividends in the future, provided that such dividends allow the Company to continue to meet regulatory capital requirements and are not overly restrictive to its growth capacity. However, no assurance can be given that the Banks and the Companys future earnings and/or growth expectations in any given year will justify the payment of such a dividend.
The Company is subject to risk-based capital regulations adopted by the federal banking regulators. These guidelines are used to evaluate capital adequacy and are based on an institutions asset risk profile and off-balance sheet exposures. The risk-based capital guidelines assign risk weightings to assets both on and off-balance sheet and place increased emphasis on common equity. According to the regulations, institutions whose Tier I risk based capital ratio, total risk based capital ratio and leverage ratio meet or exceed 6%, 10%, and 5%, respectively, are deemed to be well-capitalized. All of the Companys capital ratios were well above the minimum regulatory requirements for a well-capitalized institution.
The following table compares the Companys and Banks actual capital ratios at September 30, 2004, to those required by regulatory agencies for capital adequacy and well-capitalized classification purposes:
Risk Based Ratios
|
Center Financial Corporation |
Center Bank |
Minimum Regulatory Requirements |
Well Capitalized Requirements |
||||||||
Total Capital (to Risk-Weighted Assets) |
11.17 | % | 11.16 | % | 8.00 | % | 10.00 | % | ||||
Tier 1 Capital (to Risk-Weighted Assets) |
10.14 | % | 10.13 | % | 4.00 | % | 6.00 | % | ||||
Tier 1 Capital (to Average Assets) |
9.06 | % | 9.05 | % | 4.00 | % | 5.00 | % |
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information concerning quantitative and qualitative disclosures about market risk is included as part of Part I, Item 2 above. See Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Market Risk/Interest Rate Risk Management.
Item 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and ProceduresThe Companys Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report (the Evaluation Date) have concluded that as of the Evaluation Date, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls - There were no significant changes in the Companys internal controls over financial reporting or in other factors in the third quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.
From time to time, we are a party to claims and legal proceedings arising in the ordinary course of our business. With the exception of the potentially adverse outcome in the litigation described in the next two paragraphs, after taking into consideration information furnished by our counsel as to the current status of these claims and proceedings, we do not believe that the aggregate potential liability resulting from such proceedings would have a material adverse effect on our financial condition or results of operation.
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On or about March 3, 2003, we were served with a complaint filed by Korea Export Insurance Corporation (KEIC) in Orange County, California Superior Court, entitled Korea Export Insurance Corporation v. Korea Data Systems (USA), Inc., et al. KEIC is seeking to recover alleged losses from a number of parties involved in international trade transactions that gave rise to bills of exchange financed by various Korean Banks but not ultimately paid. KEIC is seeking to recover damages of approximately $56 million from us based on a claim that we, in our capacity as a collecting bank for these bills of exchange, acted negligently in presenting and otherwise handling trade documents for collection. Initially, we moved to dismiss KEICs claims based on the pleadings. Our motion to dismiss was not granted, and we have answered KEICs complaint denying liability. We have also asserted claims against various other parties seeking indemnification to the extent we may be found liable, and also seeking damages. Other parties against whom we have made claims have made tort liability and indemnification claims against us (and other parties in the case). None of the claims against us or the other parties has yet been adjudicated, and the litigation is only in the preliminary stages. We are vigorously defending this lawsuit.
We believe we have meritorious defenses against the claims made by KEIC and the party alleged to have accepted bills of exchange. However, we cannot predict the outcome of this litigation, and it will be expensive and time-consuming to defend. While it is possible that a portion of the claims may ultimately be covered by insurance, it is unlikely that this determination can be made until after the final disposition of the case. If the outcome of this litigation is adverse to us, and we are required to pay significant monetary damages, our financial condition and results of operations are likely to be materially and adversely affected.
Item 2: CHANGES IN SECURITIES USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Not applicable
Item 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
Not applicable
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Item 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) | Exhibits |
Exhibit No. |
Description | |
2.1 | Plan of Reorganization and Agreement of Merger dated June 7, 2002 among California Center Bank, Center Financial Corporation and CCB Merger Company1 | |
2.2 | Branch Purchase and Assumption Agreement dated January 7, 20042 | |
3.1 | Restated Articles of Incorporation of Center Financial Corporation1 | |
3.2 | Restated Bylaws of Center Financial Corporation1 | |
10.1 | Employment Agreement between California Center Bank and Seon Hong Kim dated March 30, 20043 | |
10.2 | Amended and Restated 1996 Stock Option Plan (assumed by Registrant in the reorganization) 3 | |
10.3 | Lease for Corporate Headquarters Office1 | |
10.4 | Indenture dated as of December 30, 2003 between Wells Fargo Bank, National Association, as Trustee, and Center Financial Corporation, as Issuer2 | |
10.5 | Amended and Restated Declaration of Trust of Center Capital Trust I, dated as of December 30, 20032 | |
10.6 | Guarantee Agreement between Center Financial and Wells Fargo Bank, National Association dated as of December 30, 20032 | |
11 | Statement of Computation of Per Share Earnings (included in Note 7 to Consolidated Financial Statements included herein.) | |
31.1 | Certification of Chief Executive Officer (Section 302 Certification) | |
31.2 | Certification of Principal Financial Officer (Section 302 Certification) | |
32.1 | Certification of Periodic Financial Report (Section 906 Certification) |
(b) Reports on Form 8-K
i) | A filing was made on October 26, 2004 of a press release dated October 21, 2004, reporting the Companys financial results for the three and nine months ended September 30, 2004. |
1 | Incorporated by reference from Exhibit to the Companys Registration Statement on Form S-4 filed on June 14, 2002 |
2 | Filed as an Exhibit to the Form 10-K filed with Securities and Exchange Commission on March 30, 2004 and incorporated herein by reference |
3 | Filed as an Exhibit to the Form 10-Q filed with Securities and Exchange Commission on May 13, 2004 and incorporated herein by reference |
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Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
Date: November 12, 2004 |
/s/ Seon Hong Kim | |
Center Financial Corporation Seon Hong Kim President & Chief Executive Officer | ||
Date: November 12, 2004 |
/s/ Debbie H. Kong | |
Center Financial Corporation Debbie H. Kong First Vice President & Controller (principal financial officer) |
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