e10vqza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2009
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From To
Commission File Number: 000-30421
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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95-4788120 |
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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3660 Wilshire Boulevard, Penthouse Suite A |
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Los Angeles, California
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90010 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(213) 382-2200
(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.
Yes þ No o
Indicate by check mark whether the Registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the Registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of May 5, 2009, there were 45,940,967 outstanding shares of the Registrants Common Stock.
EXPLANATORY NOTE
Hanmi Financial Corporation (Hanmi Financial, we or us) is filing this Amendment No. 1
to its Quarterly Report on Form 10-Q for the period ended March 31, 2009, originally filed with the
Securities and Exchange Commission (the SEC) on May 11, 2009. This Amendment is being filed to
amend and restate our unaudited consolidated financial statements as of and for the three months
ended March 31, 2009.
The allowance for loan losses and provision for credit losses were increased to reflect an
adjustment to the qualitative reserve factors that our wholly owned subsidiary, Hanmi Bank (the
Bank), utilized in calculating its allowance for loan losses as of March 31, 2009. The increases
in the qualitative reserve factors reflected first quarter trends in delinquent, classified and
non-performing loans in the Banks loan portfolio, which were raised as part of the Banks recent
regulatory examination by the Federal Reserve Bank (the FRB) and the California Department of
Financial Institutions (the DFI). The restatement also will reflect certain loan grading changes
that also occurred as a result of the recent regulatory examination. As a result of these findings,
we concluded that the allowance for loan losses as of March 31, 2009 should be increased by $21.0
million to reflect these matters.
The decision to restate the first quarter financial statements was approved by the Audit
Committee of the Board of Directors of Hanmi Financial on August 3, 2009. The Audit Committee and
members of Hanmi Financials executive management discussed the matters disclosed in this Item
4.02(a) with KPMG LLP, our independent registered public accounting firm.
We also reassessed the effectiveness of the design and operation of our disclosure controls
and procedures and internal controls over financial reporting. Based on that evaluation and due to
the restatement of the unaudited consolidated financial statements as of and for the three months
ended March 31, 2009, we concluded that our disclosure controls and procedures were not effective
as of March 31, 2009. Our conclusion was primarily related to our review and reassessment of
managements policies and procedures for the monitoring and timely evaluation of and revision to
managements approach for assessing credit risk inherent in the loan portfolio to reflect changes
in the economic environment.
The information in this Amendment has been updated to give effect to the restatement. Hanmi
Financial has not modified or updated the information in the initial Form 10-Q, except as necessary
to reflect the effects of the restatement described above. This Amendment continues to speak as of
the dates described herein, and we have not updated the disclosures contained in the Form 10-Q to
reflect any events that occurred subsequent to such dates. Information not affected by the
restatement is unchanged and reflects the disclosures made at the time of the filing of the initial
Form 10-Q on May 11, 2009. Accordingly, this Amendment should be read in conjunction with our
subsequent filings with the SEC, as information in such filings may update or supersede certain
information contained in this Amendment.
Based on the foregoing, only the following items have been amended:
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Part I Financial Information: |
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Item 1 Financial Statements |
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 Quantitative and Qualitative Disclosures About Market Risk |
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Item 4 Controls and Procedures |
For the convenience of the reader, this Form 10-Q/A sets forth the initial Form 10-Q in its
entirety, although Hanmi Financial is only amending those portions affected by the restatement
described above.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
new certifications by our principal executive officer and principal financial officer are filed
herewith as Exhibits 31.1, 31.2, 32.1 and 32.2.
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
(AMENDMENT NO. 1)
THREE MONTHS ENDED MARCH 31, 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in Thousands, Except Share Data)
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March 31, |
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2009 |
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December 31, |
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(Restated) |
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2008 |
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(See Note 2) |
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ASSETS |
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Cash and Due From Banks |
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$ |
230,950 |
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$ |
85,188 |
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Federal Funds Sold and Securities Purchased Under Agreements to Resell |
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90,000 |
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130,000 |
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Cash and Cash Equivalents |
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320,950 |
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215,188 |
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Securities Held to Maturity, at Amortized Cost (Fair Value of $895 and $910 as of March 31,
2009 and December 31, 2008, Respectively) |
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894 |
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910 |
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Securities Available for Sale, at Fair Value |
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163,518 |
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196,966 |
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Loans Receivable, Net of Allowance for Loan Losses of $104,943 and $70,986 as of March 31,
2009 and December 31, 2008, Respectively |
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3,179,187 |
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3,253,715 |
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Loans Held for Sale, at the Lower of Cost or Fair Value |
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34,252 |
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37,410 |
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Customers Liability on Acceptances |
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2,176 |
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4,295 |
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Premises and Equipment, Net |
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20,269 |
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20,279 |
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Accrued Interest Receivable |
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11,702 |
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12,347 |
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Other Real Estate Owned |
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1,206 |
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823 |
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Servicing Assets |
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3,630 |
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3,791 |
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Other Intangible Assets |
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4,521 |
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4,950 |
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Federal Home Loan Bank Stock, at Cost |
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30,697 |
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30,697 |
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Federal Reserve Bank Stock, at Cost |
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10,228 |
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10,228 |
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Bank-Owned Life Insurance |
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25,710 |
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25,476 |
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Other Assets |
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71,955 |
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58,741 |
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TOTAL ASSETS |
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$ |
3,880,895 |
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$ |
3,875,816 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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LIABILITIES: |
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Deposits: |
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Noninterest-Bearing |
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$ |
542,521 |
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$ |
536,944 |
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Interest-Bearing: |
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Savings |
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82,824 |
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81,869 |
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Money Market Checking and NOW Accounts |
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308,383 |
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370,401 |
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Time Deposits of $100,000 or More |
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1,218,826 |
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849,800 |
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Other Time Deposits |
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1,043,555 |
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1,231,066 |
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Total Deposits |
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3,196,109 |
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3,070,080 |
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Accrued Interest Payable |
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27,234 |
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18,539 |
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Acceptances Outstanding |
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2,176 |
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4,295 |
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Federal Home Loan Bank Advances and Other Borrowings |
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312,836 |
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422,983 |
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Junior Subordinated Debentures |
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82,406 |
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82,406 |
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Other Liabilities |
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11,891 |
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13,598 |
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Total Liabilities |
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3,632,652 |
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3,611,901 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS EQUITY: |
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Common Stock, $0.001 Par Value; Authorized 200,000,000 Shares; Issued 50,573,467 Shares
(45,940,967 Shares Outstanding) and 50,538,049 Shares (45,905,549 Shares Outstanding) as of
March 31, 2009 and December 31, 2008, Respectively |
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51 |
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51 |
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Additional Paid-In Capital |
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349,522 |
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349,304 |
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Unearned Compensation |
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(148 |
) |
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(218 |
) |
Accumulated Other Comprehensive Income Unrealized Gain on Securities
Available for Sale, Interest-Only Strips and Interest Rate Swaps, Net of Income Taxes of
$1,332 and $473 as of March 31, 2009 and December 31, 2008, Respectively |
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1,780 |
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544 |
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Retained Deficit |
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(32,950 |
) |
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(15,754 |
) |
Less Treasury Stock, at Cost; 4,632,500 Shares as of March 31, 2009 and December 31, 2008 |
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(70,012 |
) |
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(70,012 |
) |
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Total Stockholders Equity |
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248,243 |
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263,915 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
3,880,895 |
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$ |
3,875,816 |
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See Accompanying Notes to Consolidated Financial Statements (Unaudited).
1
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)
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Three Months Ended |
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March 31, |
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2009 |
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(Restated) |
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2008 |
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(See Note 2) |
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INTEREST AND DIVIDEND INCOME: |
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Interest and Fees on Loans |
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$ |
45,085 |
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$ |
60,598 |
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Taxable Interest on Investments |
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1,352 |
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3,116 |
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Tax-Exempt Interest on Investments |
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643 |
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|
759 |
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Dividends on Federal Home Loan Bank and Federal Reserve Bank Stock |
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153 |
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414 |
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Interest on Federal Funds Sold and Securities Purchased Under Agreements to Resell |
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82 |
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83 |
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Interest on Term Federal Funds Sold |
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700 |
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Total Interest and Dividend Income |
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48,015 |
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64,970 |
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INTEREST EXPENSE: |
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Interest on Deposits |
|
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22,785 |
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24,847 |
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Interest on Federal Home Loan Bank Advances and Other Borrowings |
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1,112 |
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4,477 |
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Interest on Junior Subordinated Debentures |
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988 |
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1,449 |
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Total Interest Expense |
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24,885 |
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30,773 |
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NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
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23,130 |
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34,197 |
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Provision for Credit Losses |
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45,953 |
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17,821 |
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NET INTEREST INCOME (LOSS) AFTER PROVISION FOR CREDIT LOSSES |
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(22,823 |
) |
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16,376 |
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NON-INTEREST INCOME: |
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Service Charges on Deposit Accounts |
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4,315 |
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4,717 |
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Insurance Commissions |
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1,182 |
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1,315 |
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Remittance Fees |
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523 |
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505 |
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Trade Finance Fees |
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506 |
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|
865 |
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Other Service Charges and Fees |
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483 |
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|
716 |
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Bank-Owned Life Insurance Income |
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234 |
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240 |
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Gain on Sales of Securities Available for Sale |
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1,167 |
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|
618 |
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Gain on Sales of Loans |
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2 |
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213 |
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Other-Than-Temporary Impairment Loss on Securities |
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(98 |
) |
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Other Income |
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66 |
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576 |
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Total Non-Interest Income |
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8,380 |
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9,765 |
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NON-INTEREST EXPENSE: |
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Salaries and Employee Benefits |
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7,503 |
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11,280 |
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Occupancy and Equipment |
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2,884 |
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2,782 |
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Data Processing |
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1,536 |
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1,534 |
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Deposit Insurance Premiums and Regulatory Assessments |
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1,490 |
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560 |
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Professional Fees |
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616 |
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|
985 |
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Supplies and Communication |
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570 |
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704 |
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Advertising and Promotion |
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569 |
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|
812 |
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Amortization of Other Intangible Assets |
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429 |
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|
524 |
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Other Operating Expenses |
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2,655 |
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2,407 |
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Total Non-Interest Expense |
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18,252 |
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21,588 |
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INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES |
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(32,695 |
) |
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4,553 |
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Provision (Benefit) for Income Taxes |
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(15,499 |
) |
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|
1,632 |
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NET INCOME (LOSS) |
|
$ |
(17,196 |
) |
|
$ |
2,921 |
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EARNINGS (LOSS) PER SHARE: |
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Basic |
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$ |
(0.37 |
) |
|
$ |
0.06 |
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Diluted |
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$ |
(0.37 |
) |
|
$ |
0.06 |
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WEIGHTED-AVERAGE SHARES OUTSTANDING: |
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Basic |
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|
45,891,043 |
|
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45,842,376 |
|
Diluted |
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|
45,891,043 |
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|
45,918,143 |
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DIVIDENDS DECLARED PER SHARE |
|
$ |
|
|
|
$ |
0.06 |
|
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
2
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Dollars in Thousands)
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Common Stock Number of Shares |
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Stockholders Equity |
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Accumulated |
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Additional |
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Other |
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Retained |
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Treasury |
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Total |
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|
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Treasury |
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Common |
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Paid-In |
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Unearned |
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Comprehensive |
|
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Earnings |
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Stock, |
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Stockholders |
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Issued |
|
|
Stock |
|
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Outstanding |
|
|
Stock |
|
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Capital |
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Compensation |
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Income |
|
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(Deficit) |
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at Cost |
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Equity |
|
BALANCE AS OF JANUARY 1, 2008 |
|
|
50,493,441 |
|
|
|
(4,632,500 |
) |
|
|
45,860,941 |
|
|
$ |
50 |
|
|
$ |
348,073 |
|
|
$ |
(245 |
) |
|
$ |
275 |
|
|
$ |
92,415 |
|
|
$ |
(70,012 |
) |
|
$ |
370,556 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative-Effect Adjustment from the
Adoption of EITF Issue No. 06-4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,223 |
) |
|
|
|
|
|
|
(2,223 |
) |
Shares Issued for Business Acquisitions |
|
|
39,608 |
|
|
|
|
|
|
|
39,608 |
|
|
|
1 |
|
|
|
292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
293 |
|
Repurchase of Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70 |
) |
Share-Based Compensation Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287 |
|
Restricted Stock Awards |
|
|
5,000 |
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
41 |
|
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,753 |
) |
|
|
|
|
|
|
(2,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,921 |
|
|
|
|
|
|
|
2,921 |
|
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips and
Interest Rate Swaps, Net of Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,353 |
|
|
|
|
|
|
|
|
|
|
|
1,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AS OF MARCH 31, 2008 |
|
|
50,538,049 |
|
|
|
(4,632,500 |
) |
|
|
45,905,549 |
|
|
$ |
51 |
|
|
$ |
348,607 |
|
|
$ |
(270 |
) |
|
$ |
1,628 |
|
|
$ |
90,360 |
|
|
$ |
(70,012 |
) |
|
$ |
370,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AS OF JANUARY 1, 2009 |
|
|
50,538,049 |
|
|
|
(4,632,500 |
) |
|
|
45,905,549 |
|
|
$ |
51 |
|
|
$ |
349,304 |
|
|
$ |
(218 |
) |
|
$ |
544 |
|
|
$ |
(15,754 |
) |
|
$ |
(70,012 |
) |
|
$ |
263,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued for Business Acquisitions |
|
|
39,418 |
|
|
|
|
|
|
|
39,418 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46 |
|
Share-Based Compensation Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
242 |
|
Forfeiture of Restricted Stock Award |
|
|
(4,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
|
|
(64 |
) |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,196 |
) |
|
|
|
|
|
|
(17,196 |
) |
Change in Unrealized Loss on Securities
Available for Sale, Interest-Only Strips and
Interest Rate Swaps, Net of Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,236 |
|
|
|
|
|
|
|
|
|
|
|
1,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Loss (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,960 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AS OF MARCH 31, 2009 (1) |
|
|
50,573,467 |
|
|
|
(4,632,500 |
) |
|
|
45,940,967 |
|
|
$ |
51 |
|
|
$ |
349,522 |
|
|
$ |
(148 |
) |
|
$ |
1,780 |
|
|
$ |
(32,950 |
) |
|
$ |
(70,012 |
) |
|
$ |
248,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restated (See Note 2) |
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
3
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
|
|
|
|
(Restated) |
|
|
2008 |
|
|
|
(See Note 2) |
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
(17,196 |
) |
|
$ |
2,921 |
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortization of Premises and Equipment |
|
|
669 |
|
|
|
749 |
|
Amortization of Premiums and Accretion of Discounts on Investments, Net |
|
|
(1,101 |
) |
|
|
(353 |
) |
Amortization of Other Intangible Assets |
|
|
429 |
|
|
|
524 |
|
Amortization of Servicing Assets |
|
|
235 |
|
|
|
413 |
|
Share-Based Compensation Expense |
|
|
242 |
|
|
|
287 |
|
Provision for Credit Losses |
|
|
45,953 |
|
|
|
17,821 |
|
Federal Home Loan Bank Stock Dividends |
|
|
|
|
|
|
(239 |
) |
Gain on Sales of Securities Available for Sale |
|
|
(1,167 |
) |
|
|
(618 |
) |
Other-Than-Temporary Impairment Loss on Securities |
|
|
98 |
|
|
|
|
|
Gain on Sales of Loans |
|
|
(2 |
) |
|
|
(213 |
) |
Loss on Sales of Other Real Estate Owned |
|
|
|
|
|
|
132 |
|
Provision for Valuation Allowance on Other Real Estate Owned |
|
|
126 |
|
|
|
|
|
Origination of Loans Held for Sale |
|
|
(201 |
) |
|
|
(8,356 |
) |
Proceeds from Sales of Loans Held for Sale |
|
|
3,361 |
|
|
|
6,351 |
|
Decrease in Accrued Interest Receivable |
|
|
645 |
|
|
|
1,994 |
|
Decrease in Servicing Asset |
|
|
(74 |
) |
|
|
(297 |
) |
Increase in Cash Surrender Value of Bank-Owned Life Insurance |
|
|
(234 |
) |
|
|
(235 |
) |
(Increase) Decrease in Other Assets |
|
|
(14,102 |
) |
|
|
6,232 |
|
Increase (Decrease) in Accrued Interest Payable |
|
|
8,695 |
|
|
|
(3,971 |
) |
(Decrease) Increase in Other Liabilities |
|
|
(1,844 |
) |
|
|
1,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided By Operating Activities |
|
|
24,532 |
|
|
|
24,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from Matured or Called Securities Available for Sale |
|
|
27,069 |
|
|
|
30,256 |
|
Proceeds from Sales of Securities Available for Sale |
|
|
38,447 |
|
|
|
24,001 |
|
Proceeds from Sales of Other Real Estate Owned |
|
|
|
|
|
|
155 |
|
Net Decrease (Increase) in Loans Receivable |
|
|
28,249 |
|
|
|
(24,410 |
) |
Purchases of Securities Available for Sale |
|
|
(27,758 |
) |
|
|
(24,581 |
) |
Purchases of Premises and Equipment |
|
|
(659 |
) |
|
|
(629 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided By Investing Activities |
|
|
65,348 |
|
|
|
4,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Increase in Deposits |
|
|
126,029 |
|
|
|
26,069 |
|
Cash Paid to Repurchase Stock Options |
|
|
|
|
|
|
(70 |
) |
Cash Dividends Paid |
|
|
|
|
|
|
(2,753 |
) |
Repayment of Long-Term Federal Home Loan Bank Advances and Other Borrowings |
|
|
(121 |
) |
|
|
(115 |
) |
Net Change in Short-Term Federal Home Loan Bank Advances and Other Borrowings |
|
|
(110,026 |
) |
|
|
(71,496 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided By (Used In) Financing Activities |
|
|
15,882 |
|
|
|
(48,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
105,762 |
|
|
|
(19,092 |
) |
Cash and Cash Equivalents at Beginning of Period |
|
|
215,188 |
|
|
|
122,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
320,950 |
|
|
$ |
103,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash Paid During the Period for: |
|
|
|
|
|
|
|
|
Interest Paid |
|
$ |
16,190 |
|
|
$ |
38,459 |
|
Income Taxes Paid |
|
$ |
|
|
|
$ |
163 |
|
Non-Cash Activities: |
|
|
|
|
|
|
|
|
Stock Issued for Business Acquisition |
|
$ |
46 |
|
|
$ |
293 |
|
Transfer of Loans to Other Real Estate Owned |
|
$ |
509 |
|
|
$ |
|
|
See Accompanying Notes to Consolidated Financial Statements (Unaudited).
4
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008
NOTE 1 BASIS OF PRESENTATION
Hanmi Financial Corporation (Hanmi Financial, we or us) is a Delaware corporation and is
subject to the Bank Holding Company Act of 1956, as amended. Our primary subsidiary is Hanmi Bank
(the Bank), a California state chartered bank. Our other subsidiaries are Chun-Ha Insurance
Services, Inc. (Chun-Ha) and All World Insurance Services, Inc. (All World).
In the opinion of management, the accompanying unaudited consolidated financial statements of
Hanmi Financial Corporation and Subsidiaries reflect all adjustments of a normal and recurring
nature that are necessary for a fair presentation of the results for the interim period ended March
31, 2009, but are not necessarily indicative of the results that will be reported for the entire
year. Certain information and footnote disclosures normally included in annual financial statements
prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been
condensed or omitted. In the opinion of management, the aforementioned unaudited consolidated
financial statements are in conformity with GAAP. Such interim financial statements have been
prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of
the Securities and Exchange Commission (the SEC). The interim information should be read in
conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the
2008 Annual Report on Form 10-K).
The preparation of interim consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Descriptions of our significant accounting policies are included in Note 1 Summary of
Significant Accounting Policies in our 2008 Annual Report on Form 10-K.
Certain reclassifications were made to the prior periods presentation to conform to the
current periods presentation.
NOTE 2 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
We have restated our unaudited consolidated financial statements as of and for the three
months ended March 31, 2009. The allowance for loan losses and provision for credit losses were
increased to reflect an adjustment to the qualitative reserve factors that the Bank utilized in
calculating its allowance for loan losses as of March 31, 2009. The increases in the qualitative
reserve factors reflected first quarter trends in delinquent, classified and non-performing loans
in the Banks loan portfolio, which were raised as part of the Banks recent regulatory
examination. The restatement also will reflect certain loan grading changes that also occurred as a
result of the recent regulatory examination. As a result of these findings, we concluded that the
allowance for loan losses as of March 31, 2009 should be increased by $21.0 million to reflect
these matters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
As |
|
|
|
|
|
|
Reported |
|
Adjustment |
|
Restated |
|
|
(In Thousands) |
CONSOLIDATED BALANCE SHEET: |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses |
|
$ |
(83,943 |
) |
|
$ |
(21,000 |
) |
|
$ |
(104,943 |
) |
Loans Receivable, Net of Allowance for Loan Losses |
|
$ |
3,200,187 |
|
|
$ |
(21,000 |
) |
|
$ |
3,179,187 |
|
Allowance for Loan Losses |
|
$ |
83,943 |
|
|
$ |
21,000 |
|
|
$ |
104,943 |
|
Other Assets |
|
$ |
62,955 |
|
|
$ |
9,000 |
|
|
$ |
71,955 |
|
Total Assets |
|
$ |
3,892,895 |
|
|
$ |
(12,000 |
) |
|
$ |
3,880,895 |
|
Stockholders Equity |
|
$ |
260,243 |
|
|
$ |
(12,000 |
) |
|
$ |
248,243 |
|
5
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 2 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2009 |
|
|
As |
|
|
|
|
|
|
Reported |
|
Adjustment |
|
Restated |
|
|
(In Thousands; Except Per Share Data) |
CONSOLIDATED STATEMENT OF OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Credit Losses |
|
$ |
24,953 |
|
|
$ |
21,000 |
|
|
$ |
45,953 |
|
Net Interest Income (Loss) After Provision for Credit Losses |
|
$ |
(1,823 |
) |
|
$ |
(21,000 |
) |
|
$ |
(22,823 |
) |
Income (Loss) Before Provision (Benefit) for Income Taxes |
|
$ |
(11,695 |
) |
|
$ |
(21,000 |
) |
|
$ |
(32,695 |
) |
Provision (Benefit) for Income Taxes |
|
$ |
(6,499 |
) |
|
$ |
(9,000 |
) |
|
$ |
(15,499 |
) |
Net Income (Loss) |
|
$ |
(5,196 |
) |
|
$ |
(12,000 |
) |
|
$ |
(17,196 |
) |
Earnings (Loss) Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.11 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.37 |
) |
Diluted |
|
$ |
(0.11 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
(5,196 |
) |
|
$ |
(12,000 |
) |
|
$ |
(17,196 |
) |
Provision for Credit Losses |
|
$ |
24,953 |
|
|
$ |
21,000 |
|
|
$ |
45,953 |
|
(Increase) Decrease in Other Assets |
|
$ |
(5,102 |
) |
|
$ |
(9,000 |
) |
|
$ |
(14,102 |
) |
Certain amounts were also restated in Note 5 Loans, Note 7 Earnings (Loss) Per
Share and Note 11 Regulatory Matters.
NOTE 3 OTHER-THAN-TEMPORARY IMPAIRMENT LOSS ON SECURITIES
As a result of periodic reviews for impairment in accordance with Statement of Financial
Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities, Financial Accounting Standards Board (FASB) Staff Position (FSP) No. FAS 115-1 and
FSP No. FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments, and Staff Accounting Bulletin No. 59, we recorded $98,000 in other-than-temporary
impairment (OTTI) charges on certain unmarketable securities during the first quarter of 2009. As
of March 31, 2009, we had an investment in a Community Reinvestment Act equity fund that was
included in Other Assets. During the first quarter of 2009, we recorded an OTTI charge of $98,000
due to further deterioration in the estimated proceeds to be recovered from two properties in the
fund.
All other individual securities that have been in a continuous unrealized loss position for 12
months or longer as of March 31, 2009 and December 31, 2008 had investment grade ratings upon
purchase. The issuers of these securities have not established any cause for default on these
securities and the various rating agencies have reaffirmed these securities long-term investment
grade status as of March 31, 2009. These securities have fluctuated in value since their purchase
dates as market interest rates have fluctuated. However, we have the ability and the intent to hold
these securities until their fair values recover to cost. Therefore, in managements opinion, all
securities that have been in a continuous unrealized loss position for the past 12 months or longer
as of March 31, 2009 and December 31, 2008 are not other-than-temporarily impaired, and therefore,
no additional impairment charges as of March 31, 2009 and December 31, 2008 are warranted.
6
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 4 FAIR VALUE MEASUREMENTS
Fair Value Option and Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. It also establishes a fair value hierarchy about the assumptions used to
measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale
or use of an asset. We adopted SFAS No. 157 on January 1, 2008. In February 2008, the FASB issued
FSP No. FAS 157-2, Effective Date of FASB Statement No. 157. FSP No. FAS 157-2 delayed the
effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except
those that are recognized or disclosed at fair value on a recurring basis (at least annually). We
adopted FSP No. FAS 157-2 on January 1, 2009. The adoption of SFAS No. 157 and FSP No. FAS 157-2
did not have a material impact on our financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. SFAS No. 159 provides companies with an option to report selected
financial assets and liabilities at fair value and establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 was effective for us on
January 1, 2008. We did not elect the fair value option for any financial assets or financial
liabilities as of January 1, 2008.
In October 2008, the FASB issued FSP No. 157-3, Determining Fair Value of a Financial Asset
in a Market That Is Not Active. FSP No. 157-3 clarified the application of SFAS No. 157 in an
inactive market. It demonstrated how the fair value of a financial asset is determined when the
market for that financial asset is inactive. FSP No. 157-3 was effective upon issuance, including
prior periods for which financial statements had not been issued, and did not have a significant
impact on our financial condition or results of operations.
Fair Value Measurement
SFAS No. 157 defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the measurement date.
SFAS No. 157 also establishes a three-level fair value hierarchy that requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. The three levels of inputs that may be used to measure fair value are defined as
follows:
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Quoted prices (unadjusted) for identical assets or liabilities in active
markets that the entity has the ability to access as of the measurement date. |
|
|
|
|
|
|
|
|
|
|
|
Level 2
|
|
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not active, and
other inputs that are observable or can be corroborated by observable market data. |
|
|
|
|
|
|
|
|
|
|
|
Level 3
|
|
Significant unobservable inputs that reflect a companys own assumptions about
the assumptions that market participants would use in pricing an asset or liability. |
7
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 4 FAIR VALUE MEASUREMENTS (Continued)
We used the following methods and significant assumptions to estimate fair value:
Securities Available for Sale The fair values of securities available for sale are
determined by obtaining quoted prices on nationally recognized securities exchanges or matrix
pricing, which is a mathematical technique used widely in the industry to value debt securities
without relying exclusively on quoted prices for the specific securities but rather by relying on
the securities relationship to other benchmark quoted securities. Level 1 securities include those
traded on an active exchange such as the New York Stock Exchange. Level 2 securities include
mortgage-backed securities, municipal bonds, collateralized mortgage obligations, asset-backed
securities and corporate debt securities. Securities classified as Level 3 are preferred stocks
that are not traded in market.
Loans Held for Sale Loans held for sale are carried at the lower of cost or fair value. The
fair value of loans held for sale is based on what secondary markets are currently offering for
portfolios with similar characteristics. As such, we classify these loans as Level 2 and subject to
non-recurring fair value adjustments.
Impaired Loans SFAS No. 157 applies to loans measured for impairment using the practical
expedients permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan, including
impaired loans measured at an observable market price (if available), or at the fair value of the
loans collateral (if the loan is collateral dependent). Fair value of the loans collateral, when
the loan is dependent on collateral, is determined by appraisals or independent valuation, which is
then adjusted for the cost related to liquidation of the collateral. These loans are classified as
Level 2 and subject to non-recurring fair value adjustments.
Other Real Estate Owned (OREO) OREO is measured at fair value less selling costs. Fair
value was determined based on third-party appraisals of fair value in an orderly sale. Selling
costs were based on standard market factors. We classify OREO as Level 2 and subject to
non-recurring fair value adjustments.
Servicing Assets and Servicing Liabilities The fair values of servicing assets and
servicing liabilities are based on a valuation model that calculates the present value of estimated
net future cash flows related to contractually specified servicing fees. The valuation model
incorporates assumptions that market participants would use in estimating future cash flows. We are
able to compare the valuation model inputs and results to widely available published industry data
for reasonableness. Fair value measurements of servicing assets and servicing liabilities use
significant unobservable inputs. As such, we classify them as Level 3.
Other Intangible Assets Other intangible assets consists of a core deposit intangible
(CDI) and acquired intangible assets arising from acquisitions, including non-compete agreements,
trade names, carrier relationships and client/insured relationships. The valuation of other
intangible assets is based on information and assumptions available to us at the time of
acquisition, using income and market approaches to determine fair value. We test our other
intangible assets annually for impairment, or when indications of potential impairment exist. Fair
value measurements of other intangible assets use significant unobservable inputs. As such, we
classify them as Level 3.
8
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 4 FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of March 31, 2009, assets and liabilities measured at fair value on a recurring basis are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
|
|
|
Observable Inputs |
|
|
|
|
|
|
|
|
|
Quoted Prices in |
|
|
With No Active |
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Market With |
|
|
Significant |
|
|
Balance as of |
|
|
|
for Identical |
|
|
Identical |
|
|
Unobservable |
|
|
March 31, |
|
|
|
Assets |
|
|
Characteristics |
|
|
Inputs |
|
|
2009 |
|
|
|
(In Thousands) |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
$ |
|
|
|
$ |
69,528 |
|
|
$ |
|
|
|
$ |
69,528 |
|
Municipal Bonds |
|
|
|
|
|
|
59,834 |
|
|
|
|
|
|
|
59,834 |
|
Collateralized Mortgage Obligations |
|
|
|
|
|
|
23,190 |
|
|
|
|
|
|
|
23,190 |
|
Asset-Backed Securities |
|
|
|
|
|
|
5,635 |
|
|
|
|
|
|
|
5,635 |
|
Other Securities |
|
|
50 |
|
|
|
2,928 |
|
|
|
1,416 |
|
|
|
4,394 |
|
Equity Securities |
|
|
695 |
|
|
|
|
|
|
|
|
|
|
|
695 |
|
Corporate Bonds |
|
|
|
|
|
|
242 |
|
|
|
|
|
|
|
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Available for Sale |
|
$ |
745 |
|
|
$ |
161,357 |
|
|
$ |
1,416 |
|
|
$ |
163,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing Assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
3,630 |
|
|
$ |
3,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing Liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
232 |
|
|
$ |
232 |
|
The table below presents a reconciliation and income statement classification of gains
and losses for all assets and liabilities measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) for the three months ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
Beginning |
|
|
|
|
|
Realized and |
|
Gains or Losses |
|
|
|
|
|
Ending |
|
|
Balance as of |
|
Purchases, |
|
Unrealized |
|
in Other |
|
Transfers |
|
Balance as of |
|
|
January 1, |
|
Issuances and |
|
Gains or Losses |
|
Comprehensive |
|
In and/or Out |
|
March 31, |
|
|
2009 |
|
Settlements |
|
in Earnings |
|
Income |
|
of Level 3 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Securities |
|
$ |
1,311 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
105 |
|
|
$ |
|
|
|
$ |
1,416 |
|
Servicing Assets |
|
$ |
3,791 |
|
|
$ |
74 |
|
|
$ |
(235 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
3,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing Liabilities |
|
$ |
238 |
|
|
$ |
|
|
|
$ |
(6 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
232 |
|
9
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 4 FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
As of March 31, 2009, assets and liabilities measured at fair value on a non-recurring basis
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Observable Inputs |
|
|
|
|
|
|
Quoted Prices in |
|
With No Active |
|
|
|
|
|
|
Active Markets |
|
Market With |
|
Significant |
|
Balance as of |
|
|
for Identical |
|
Identical |
|
Unobservable |
|
March 31, |
|
|
Assets |
|
Characteristics |
|
Inputs |
|
2009 |
|
|
(In Thousands) |
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Held for Sale |
|
$ |
|
|
|
$ |
34,252 |
|
|
$ |
|
|
|
$ |
34,252 |
|
Impaired Loans |
|
$ |
|
|
|
$ |
3,083 |
|
|
$ |
|
|
|
$ |
3,083 |
|
Other Real Estate Owned |
|
$ |
|
|
|
$ |
1,206 |
|
|
$ |
|
|
|
$ |
1,206 |
|
Other Intangible Assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
4,521 |
|
|
$ |
4,521 |
|
NOTE 5 LOANS
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
Activity in the allowance for loan losses and allowance for off-balance sheet items was as
follows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Three Months Ended |
|
|
|
March 31, |
|
|
|
|
|
|
|
|
|
2009 |
|
|
December 31, |
|
|
March 31, |
|
|
|
(Restated) |
|
|
2008 |
|
|
2008 |
|
|
|
(In Thousands) |
|
Allowance for Loan Losses: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
70,986 |
|
|
$ |
63,948 |
|
|
$ |
43,611 |
|
Actual Charge-Offs |
|
|
(12,516 |
) |
|
|
(19,473 |
) |
|
|
(7,852 |
) |
Recoveries on Loans Previously Charged Off |
|
|
703 |
|
|
|
851 |
|
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
Net Loan Charge-Offs |
|
|
(11,813 |
) |
|
|
(18,622 |
) |
|
|
(7,297 |
) |
|
|
|
|
|
|
|
|
|
|
Provision Charged to Operating Expense |
|
|
45,770 |
|
|
|
25,660 |
|
|
|
16,672 |
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
104,943 |
|
|
$ |
70,986 |
|
|
$ |
52,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Off-Balance Sheet Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
4,096 |
|
|
$ |
4,306 |
|
|
$ |
1,765 |
|
Provision Charged to Operating Expense |
|
|
183 |
|
|
|
(210 |
) |
|
|
1,149 |
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
4,279 |
|
|
$ |
4,096 |
|
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
The following table provides information on impaired loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In Thousands) |
|
Recorded Investment With Related Allowance |
|
$ |
174,036 |
|
|
$ |
71,448 |
|
Recorded Investment With No Related Allowance |
|
|
37,315 |
|
|
|
49,945 |
|
Allowance on Impaired Loans |
|
|
(24,724 |
) |
|
|
(18,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Recorded Investment in Impaired Loans |
|
$ |
186,627 |
|
|
$ |
103,236 |
|
|
|
|
|
|
|
|
10
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 5 LOANS (Continued)
The average recorded investment in impaired loans was $209.0 million and $97.4 million for the
three months ended March 31, 2009 and 2008, respectively.
The following is a summary of interest foregone on impaired loans for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In Thousands) |
|
Interest Income That Would Have Been Recognized Had Impaired
Loans Performed in Accordance With Their Original Terms |
|
$ |
5,177 |
|
|
$ |
2,331 |
|
Less: Interest Income Recognized on Impaired Loans |
|
|
(1,655 |
) |
|
|
(1,354 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Foregone on Impaired Loans |
|
$ |
3,522 |
|
|
$ |
977 |
|
|
|
|
|
|
|
|
There were no commitments to lend additional funds to borrowers whose loans are included
above.
Non-Performing Assets
The following table details non-performing assets as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In Thousands) |
|
Non-Accrual Loans |
|
$ |
155,508 |
|
|
$ |
120,823 |
|
Loans 90 Days or More Past Due and Still Accruing |
|
|
823 |
|
|
|
1,075 |
|
|
|
|
|
|
|
|
|
Total Non-Performing Loans |
|
|
156,331 |
|
|
|
121,898 |
|
Other Real Estate Owned |
|
|
1,206 |
|
|
|
823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Performing Assets |
|
$ |
157,537 |
|
|
$ |
122,721 |
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings on Accrual Status |
|
$ |
61,865 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Loans on non-accrual status totaled $155.5 million and $120.8 million as of March 31,
2009 and December 31, 2008, respectively. The increase in non-accrual loans was primarily due to
two commercial term loans (an $8.5 million loan on a golf course in San Diego County and a $3.6
million loan on a gas station in Orange County). Loans past due 90 days or more and still accruing
interest totaled $823,000 and $1.1 million as of March 31, 2009 and December 31, 2008,
respectively.
As of March 31, 2009, there were five OREO properties with a combined net carrying value of
$1.2 million. During the three months ended March 31, 2009, two OREO properties, with a carrying
value of $509,000, were transferred from loans receivable. As of December 31, 2008, there were
three OREO properties with a combined net carrying value of $823,000.
11
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 5 LOANS (Continued)
During the three months ended March 31, 2009, we restructured monthly payments on 28 loans,
with a net carrying value of $62.0 million, through temporary interest rate reductions of six
months or less. For the restructured loans on accrual status, we determined that, based on the
financial capabilities of the borrowers at the time of the loan restructuring and the borrowers
past performance in the payment of debt service under the previous loan terms, we believe that
performance and collection under the revised terms is probable. In addition, we determined that
these restructured loans are well secured. As of March 31, 2009, troubled debt restructurings on
accrual status totaled $61.9 million, all of which were temporary interest rate reductions, and a
$2.9 million impairment allowance relating to these loans was included in the allowance for loan
losses. As of December 31, 2008, there were no troubled debt restructurings on accrual status.
NOTE 6 SHARE-BASED COMPENSATION
Share-Based Compensation Expense
For the three months ended March 31, 2009 and 2008, share-based compensation expense was
$242,000 and $287,000, respectively, and the related tax benefits were $102,000 and $121,000,
respectively.
Unrecognized Share-Based Compensation Expense
As of March 31, 2009, unrecognized share-based compensation expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
Unrecognized |
|
|
Average Expected |
|
|
|
Expense |
|
|
Recognition Period |
|
|
|
(Dollars in Thousands) |
|
Stock Option Awards |
|
$ |
1,321 |
|
|
2.1 years |
Restricted Stock Awards |
|
|
148 |
|
|
3.7 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unrecognized Share-Based Compensation Expense |
|
$ |
1,469 |
|
|
2.2 years |
|
|
|
|
|
|
|
|
Share-Based Payment Award Activity
The table below provides stock option information for the three months ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
Weighted- |
|
Aggregate |
|
|
|
|
|
|
Average |
|
Average |
|
Intrinsic |
|
|
Number |
|
Exercise |
|
Remaining |
|
Value of |
|
|
of |
|
Price Per |
|
Contractual |
|
In-the-Money |
|
|
Shares |
|
Share |
|
Life |
|
Options |
|
|
(Dollars in Thousands, Except Per Share Data) |
Options Outstanding at Beginning of Period |
|
|
1,323,467 |
|
|
$ |
14.05 |
|
|
6.3 years |
|
$ |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Expired |
|
|
(71,045 |
) |
|
$ |
15.10 |
|
|
5.6 years |
|
|
|
|
Options Forfeited |
|
|
(65,600 |
) |
|
$ |
16.72 |
|
|
7.2 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding at End of Period |
|
|
1,186,822 |
|
|
$ |
13.84 |
|
|
6.0 years |
|
$ |
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable at End of Period |
|
|
782,311 |
|
|
$ |
13.44 |
|
|
5.0 years |
|
$ |
|
(2) |
|
|
|
(1) |
|
Intrinsic value represents the excess of the closing stock price on the
last trading day of the period, which was $2.06 as of December 31, 2008, over the
exercise price, multiplied by the number of options. |
|
(2) |
|
Intrinsic value represents the excess of the closing stock price on the last
trading day of the period, which was $1.30 as of March 31, 2009, over the exercise
price, multiplied by the number of options. |
There were no options exercised during the three months ended March 31, 2009 and 2008.
12
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 6 SHARE-BASED COMPENSATION (Continued)
Restricted Stock Awards
The table below provides information for restricted stock awards for the three months ended
March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
Number |
|
Grant Date |
|
|
of |
|
Fair Value |
|
|
Shares |
|
Per Share |
Restricted Stock at Beginning of Period |
|
|
20,200 |
|
|
$ |
11.42 |
|
|
|
|
|
|
|
|
|
|
Restricted Stock Forfeited |
|
|
(4,000 |
) |
|
$ |
16.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock at End of Period |
|
|
16,200 |
|
|
$ |
10.25 |
|
|
|
|
|
|
|
|
|
|
NOTE 7 EARNINGS (LOSS) PER SHARE
Earnings (loss) per share (EPS) is calculated on both a basic and a diluted basis. Basic EPS
excludes dilution and is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted from the issuance of common stock that then
shared in earnings, excluding common shares in treasury. Unvested restricted stock is excluded from
the calculation of weighted-average common shares for basic EPS. For diluted EPS, weighted-average
common shares include the impact of restricted stock under the treasury method.
The following tables present a reconciliation of the components used to derive basic and
diluted EPS for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 (Restated) |
|
|
2008 |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
|
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Per |
|
|
|
|
|
Weighted- |
|
|
Per |
|
|
|
Net |
|
|
Average |
|
|
Share |
|
|
Net |
|
|
Average |
|
|
Share |
|
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
|
(Dollars in Thousands, Except Per Share Data) |
|
Basic EPS |
|
$ |
(17,196 |
) |
|
|
45,891,043 |
|
|
$ |
(0.37 |
) |
|
$ |
2,921 |
|
|
|
45,842,376 |
|
|
$ |
0.06 |
|
Effect of Dilutive Securities Options, Warrants and
Unvested Restricted Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
(17,196 |
) |
|
|
45,891,043 |
|
|
$ |
(0.37 |
) |
|
$ |
2,921 |
|
|
|
45,918,143 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2009 and 2008, there were 1,205,022 and 1,287,086
options, warrants and unvested restricted stock outstanding, respectively, that were not included
in the computation of diluted EPS because their effect would be anti-dilutive.
13
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 8 OFF-BALANCE SHEET COMMITMENTS
We are a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amount recognized in the
Consolidated Balance Sheets. The Banks exposure to credit losses in the event of non-performance
by the other party to commitments to extend credit and standby letters of credit is represented by
the contractual notional amount of those instruments. The Bank uses the same credit policies in
making commitments and conditional obligations as it does for extending loan facilities to
customers. The Bank evaluates each customers creditworthiness on a case-by-case basis. The amount
of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on
managements credit evaluation of the counterparty.
Collateral held varies but may include accounts receivable; inventory; property, plant and
equipment; and income-producing or borrower-occupied properties. The following table shows the
distribution of undisbursed loan commitments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In Thousands) |
|
Commitments to Extend Credit |
|
$ |
344,640 |
|
|
$ |
386,785 |
|
Standby Letters of Credit |
|
|
42,286 |
|
|
|
47,289 |
|
Commercial Letters of Credit |
|
|
24,942 |
|
|
|
29,177 |
|
Unused Credit Card Lines |
|
|
22,139 |
|
|
|
16,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Undisbursed Loan Commitments |
|
$ |
434,007 |
|
|
$ |
480,163 |
|
|
|
|
|
|
|
|
NOTE 9 SEGMENT REPORTING
Through our branch network and lending units, we provide a broad range of financial services
to individuals and companies located primarily in Southern California. These services include
demand, time and savings deposits; and commercial and industrial, real estate and consumer lending.
While our chief decision makers monitor the revenue streams of our various products and services,
operations are managed and financial performance is evaluated on a company-wide basis. Accordingly,
we consider all of our operations to be aggregated in one reportable operating segment.
NOTE 10 LIQUIDITY
Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties,
requires reporting entities to disclose information about the nature of their operations and
vulnerabilities due to certain concentrations. Liquidity risk could impair our ability to fund
operations and jeopardize our financial condition. Liquidity is essential to our business. An
inability to raise funds through deposits, borrowings, the sale of loans and other sources could
have a material adverse effect on our liquidity. Our access to funding sources in amounts adequate
to finance our activities could be impaired by factors that affect us specifically or the financial
services industry in general. Factors that could detrimentally impact our access to liquidity
sources include a decrease in the level of our business activity due to a market downturn or
adverse regulatory action against us. Our ability to acquire deposits or borrow could also be
impaired by factors that are not specific to us, such as a severe disruption of the financial
markets or negative views and expectations about the prospects for the financial services industry
as a whole as the recent turmoil faced by banking organizations in the domestic and worldwide
credit markets deteriorates.
14
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 10 LIQUIDITY (Continued)
Hanmi Bank
Management believes that Hanmi Bank, on a stand-alone basis, has adequate liquid assets to
meet its current obligations, which include deposits and Federal Home Loan Bank (FHLB)
borrowings. In addition to its deposits, the Banks principal source of liquidity is its ability to
utilize borrowings, as needed. The Banks primary source of borrowings is the FHLB. The Bank is
eligible to borrow up to 20 percent of its total assets from the FHLB. The Bank has pledged
investment securities available for sale and loans receivable as collateral with the FHLB for this
borrowing facility. As of March 31, 2009, the total borrowing capacity available based on pledged
collateral and the remaining available borrowing capacity were $732.9 million and $421.8 million,
respectively.
As of March 31, 2009, the Banks FHLB borrowings totaled $311.1 million, representing 8.0
percent of total assets. As of May 6, 2009, the Banks FHLB borrowings totaled $311.0 million and
the remaining available borrowing capacity was $316.5 million. The amount that the FHLB is willing
to advance differs based on the quality and character of qualifying collateral offered by the Bank,
and the advance rates for qualifying collateral may be adjusted upwards or downwards by the FHLB
from time to time. To the extent deposit renewals and deposit growth are not sufficient to fund
maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans and
investment securities and otherwise fund working capital needs and capital expenditures, the Bank
may utilize the remaining borrowing capacity from its FHLB borrowing arrangement.
As an additional source of funding, we significantly increased our borrowing capacity with the
Federal Reserve Bank (the FRB). On December 31, 2008, we received approval for participation in
the Borrower-in-Custody Program, where a broad range of loans may be pledged and borrowed against
it through the Federal Reserve Discount Window (the Fed Discount Window). We may also pledge
securities available for sale on this short-term (generally not to exceed three months) borrowing
facility. As of March 31, 2009, the carrying value of loans pledged as collateral with the FRB
amounted to $1,104.9 million and there were no pledges of investment securities available for sale.
As of March 31, 2009, we had $828.7 million available for use through this short-term borrowing
facility and there were no borrowings. As of May 6, 2009, the carrying value of loans pledged as
collateral with the FRB amounted to $1,036.8 million and there were no pledges of investment
securities available for sale. Effective April 27, 2009, the FRB changed lendable values for group
deposited loans pledged by all participating institutions for the Fed Discount Window to reflect
recent trends in the values of some types of loans. For the types of our loans pledged to the Fed
Discount Window, the lendable value used to calculate total borrowing capacity was changed from 75
percent to 65 percent. As of May 6, 2009, we had $673.9 million available for use through this
short-term borrowing facility and there were no borrowings.
When the FHLB and FRB borrowing facilities are combined, the total borrowing capacity
available based on pledged collateral and the remaining available borrowing capacity were $1,561.6
million and $1,250.5 million, respectively, as of March 31, 2009, and $1,301.4 million and $990.4
million, respectively, as of May 6, 2009.
As a means of augmenting our current liquidity sources, we are participating in the Federal
Deposit Insurance Corporation (FDIC) Debt Guarantee Program, which will enable us to issue up to
two percent of our liabilities (approximately $70.0 million) in senior unsecured debt. Given that
there is no cost involved in our participation if we do not issue debt under the program, we
believe continuing to participate in the Debt Guarantee Program helps us to maintain a cushion of
extra liquidity.
In March 2009, we completed a deposit campaign, which was initiated in mid-December 2008, to
help address our liquidity needs. The goals of the deposit campaign were to increase total deposits
and decrease brokered deposits. As a result, total deposits increased by $126.0 million from
$3,070.1 million as of December 31, 2008 to $3,196.1 million as of March 31, 2009. Brokered
deposits decreased by $296.4 million from $874.2 million as of December 31, 2008 to $577.8 million
as of March 31, 2009.
15
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 10 LIQUIDITY (Continued)
Current market conditions have also limited the Banks liquidity sources principally to
secured funding outlets, such as the FHLB and FRB, in addition to deposits originated through the
Banks branch network and from brokered deposits. There can be no assurance that actions by the
FHLB or FRB would not reduce the Banks borrowing capacity or that we would be able to continue to
replace deposits at competitive rates. If the Banks capital ratio falls below well capitalized,
the Bank would need regulatory consent before accepting brokered deposits. Over the next 12 months,
approximately $2.2 billion of time deposits will mature. Although current prevailing market rates
are much lower than the rates of these time deposits, there can be no assurances that we will be
able to replace these time deposits with other deposits. Such events could have a material adverse
impact on our results of operations and financial condition. However, if we are unable to replace
these maturing deposits with new deposits, we believe that we have adequate liquidity resources to
fund this need with our secured funding outlets with the FHLB and FRB.
Hanmi Financial
Currently, management believes that Hanmi Financial, on a stand-alone basis, has adequate
liquid assets through December 31, 2009 to meet its operating cash needs. On August 29, 2008, we
elected to suspend payment of quarterly dividends on our common stock in order to preserve our
capital position. In addition, Hanmi Financial has also elected to defer quarterly interest
payments on its outstanding junior subordinated debentures until further notice, beginning with the
interest payment due on January 15, 2009. As of March 31, 2009, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $3.6 million, up from $2.2 million as of
December 31, 2008.
NOTE 11 REGULATORY MATTERS (Restated)
Memorandum of Understanding
On October 8, 2008, the members of the Board of the Bank entered into an informal supervisory
agreement (a memorandum of understanding) with the FRB and the California Department of Financial
Institutions (the DFI and with the FRB, the Regulators) to address certain issues raised in the
Banks most recent regulatory examination by the DFI on March 10, 2008. Certain of the issues to be
addressed by management under the terms of the memorandum of understanding relate to the following,
among others: (i) Board and senior management maintenance and succession planning; (ii) Board
oversight and education; (iii) Board assessment and enhancement; (iv) loan policies and procedures;
(v) allowance for loan losses policies and procedures; (vi) liquidity and funds management
policies; (vii) strategic planning; (viii) capital maintenance, including a requirement that the
Bank maintain a minimum Tier 1 leverage ratio and tangible stockholders equity to total tangible
assets ratio of not less than 8.0 percent; and (ix) restrictions on the payment of dividends
without the Regulators prior approval. As of March 31, 2009, the Bank had a Tier 1 leverage ratio
of 8.10 percent and tangible stockholders equity to total tangible assets ratio of 8.28 percent,
both above the required 8.0 percent levels. As of December 31, 2008, the Bank had a Tier 1 leverage
ratio of 8.85 percent and tangible stockholders equity to total tangible assets ratio of 8.68
percent.
The Board and management are committed to addressing and resolving the issues raised in the
memorandum of understanding on a timely basis. Since completion of the March 10, 2008 regulatory
examination, actions have already been undertaken to resolve or make progress on many of the issues
raised by the memorandum of understanding.
16
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 11 REGULATORY MATTERS (Restated) (Continued)
Capital Plan
Separately, Hanmi Financial has committed to the FRB that it will adopt a consolidated capital
plan to augment and maintain a sufficient consolidated capital position. In addition, Hanmi
Financial has agreed that it will not (i) declare or pay any dividends or make any payments on its
junior subordinated debentures or any other capital distributions without the prior written consent
of the FRB, and (ii) incur, increase or renew any existing debt or purchase, redeem or otherwise
acquire any of its capital stock without the prior written consent of the FRB. In order to preserve
its capital position, the Board of Hanmi Financial has elected to defer quarterly interest payments
on its outstanding junior subordinated debentures until further notice, beginning with the interest
payment due on January 15, 2009. Finally, Hanmi Financial has agreed to provide prior written
notice and obtain the consent of the FRB prior to appointing any new directors or senior executive
officers.
Government Programs
On October 14, 2008, the U.S. Department of the Treasury (the Treasury) announced its
intention to inject capital into nine large U.S. financial institutions under the Troubled Asset
Relief Program (TARP) Capital Purchase Program (the TARP CPP), and since has injected capital
into many other financial institutions. The Treasury initially allocated $250 billion towards the
TARP CPP. We have filed an application for TARP CPP funds, which remains pending with the Treasury.
Under the terms of the TARP CPP, if Hanmi Financial enters into a Securities Purchase Agreement
with the Treasury to sell to the Treasury preferred stock and warrants, we would be prohibited from
increasing dividends on our common stock, and from making certain repurchases of equity securities,
including our common stock, without the Treasurys consent. Furthermore, as long as the preferred
stock issued to the Treasury under the TARP CPP is outstanding, dividend payments and repurchases
or redemptions relating to certain equity securities, including common stock, are prohibited until
all accrued and unpaid dividends are paid on such preferred stock, subject to certain limited
exceptions.
We have applied to participate in the TARP CPP for an investment of up to $105 million from
the Federal Government, but we are still waiting a final decision from the Treasury as to whether
we will be able to participate in this program.
NOTE 12 SUBSEQUENT EVENTS
Appointment of Director
On April 22, 2009, the Board appointed William J. Stolte to the Hanmi Financial and Hanmi Bank
Boards following receipt of a notice of non-disapproval from the FRB of San Francisco and the DFI.
Mr. Stolte was appointed as a Class III director.
Retirement of Director
On April 3, 2009, Richard B. C. Lee retired from service as a director as of that date. In
connection with Mr. Lees retirement, Mr. Lee and Hanmi Financial entered into a Severance and
Release Agreement pursuant to which Mr. Lee received a lump-sum payment of $180,000. Mr. Lee will
also receive health and life insurance coverage for the next five years in which the Bank will
continue to pay for medical, dental and vision premiums. In accordance with GAAP, $288,000 was
expensed during the second quarter of 2009 for the amounts to be paid per the Severance and Release
Agreement.
17
HANMI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (Continued)
NOTE 12 SUBSEQUENT EVENTS (Continued)
Stock Option Grants and Restricted Stock Awards
On April 8, 2009 and April 22, 2009, the Board of Hanmi Financial approved stock option grants
and restricted stock awards to directors, executive management and certain members of senior
management as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Restricted |
|
|
|
|
Option |
|
Stock |
|
|
|
|
Grants |
|
Awards |
|
Total |
Directors |
|
|
120,000 |
|
|
|
90,000 |
|
|
|
210,000 |
|
Executive Management |
|
|
80,000 |
|
|
|
50,000 |
|
|
|
130,000 |
|
Senior Management |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
|
|
190,000 |
|
|
|
440,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is managements discussion and analysis of the major factors that influenced our
results of operations and financial condition as of and for the three months ended March 31, 2009.
This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2008 and with the unaudited consolidated financial statements and notes thereto set
forth in this Report.
FORWARD-LOOKING STATEMENTS
Some of the statements under Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this Form 10-Q constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). In some cases, you can
identify forward-looking statements by terminology such as may, will, should, could,
expects, plans, intends, anticipates, believes, estimates, predicts, potential, or
continue, or the negative of such terms and other comparable terminology. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. These statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to differ from those expressed or implied by the
forward-looking statement. These factors include the following:
|
|
|
failure to maintain adequate levels of capital and liquidity to support our operations; |
|
|
|
a significant number of our customers failing to perform under their loans and other
terms of credit agreements; |
|
|
|
the effect of regulatory orders we have entered into and potential future supervisory
action against us or the Bank; |
|
|
|
fluctuations in interest rates and a decline in the level of our interest rate spread; |
|
|
|
failure to attract or retain deposits; |
|
|
|
sources of liquidity available to us and to the Bank becoming limited or our potential
inability to access sufficient sources of liquidity when needed or the requirement that we
obtain government waivers to do so; |
|
|
|
adverse changes in domestic or global financial markets, economic conditions or
business conditions or the effects of pandemic flu; |
|
|
|
regulatory restrictions on the Banks ability to pay dividends to us and on our ability
to make payments on Hanmi Financial obligations; |
|
|
|
significant reliance on loans secured by real estate and the associated vulnerability
to downturns in the local real estate market, natural disasters and other variables
impacting the value of real estate; |
|
|
|
failure to retain our key employees; |
|
|
|
failure to maintain our status as a financial holding company; |
|
|
|
adequacy of our allowance for loan losses; |
|
|
|
credit quality and the effect of credit quality on our provision for credit losses and
allowance for loan losses; |
|
|
|
failure to manage our future growth or successfully integrate acquisitions; |
|
|
|
volatility and disruption in financial, credit and securities markets, and the price of
our common stock; |
|
|
|
deterioration in the financial markets that may result in other-than-temporary
impairment charges relating to our securities portfolio; |
|
|
|
competition in our primary market areas; |
|
|
|
demographic changes in our primary market areas; and |
|
|
|
significant government regulations, legislation and potential changes thereto. |
19
For a discussion of some of the other factors that might cause such a difference, see the
discussion contained in this Form 10-Q under the heading Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations and Item 1A. Risk Factors. Also see
Item 1A. Risk Factors and Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2008
as well as other factors we identify from time to time in our periodic reports filed pursuant to
the Exchange Act. We undertake no obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date on which such statements were made, except as
required by law.
CRITICAL ACCOUNTING POLICIES
We have established various accounting policies that govern the application of GAAP in the
preparation of our financial statements. Our significant accounting policies are described in the
Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2008. Certain accounting policies require us to make significant estimates and
assumptions that have a material impact on the carrying value of certain assets and liabilities,
and we consider these critical accounting policies. For a description of these critical accounting
policies, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations Critical Accounting Policies in our Annual Report on Form 10-K for the year ended
December 31, 2008. We use estimates and assumptions based on historical experience and other
factors that we believe to be reasonable under the circumstances. Actual results could differ
significantly from these estimates and assumptions, which could have a material impact on the
carrying value of assets and liabilities at the balance sheet dates and our results of operations
for the reporting periods. Management has discussed the development and selection of these critical
accounting policies with the Audit Committee of Hanmi Financials Board of Directors.
20
SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
As of and for the |
|
|
Three Months Ended |
|
|
March 31, |
|
|
2009 |
|
|
|
|
(Restated) (17) |
|
2008 |
|
|
(Dollars in Thousands, Except Per Share Data) |
AVERAGE BALANCES: |
|
|
|
|
|
|
|
|
Average Gross Loans, Net (1) |
|
$ |
3,349,085 |
|
|
$ |
3,303,141 |
|
Average Investment Securities |
|
$ |
182,284 |
|
|
$ |
342,123 |
|
Average Interest-Earning Assets |
|
$ |
3,806,186 |
|
|
$ |
3,689,650 |
|
Average Total Assets |
|
$ |
3,946,727 |
|
|
$ |
3,965,425 |
|
Average Deposits |
|
$ |
3,202,032 |
|
|
$ |
2,995,315 |
|
Average Borrowings |
|
$ |
440,053 |
|
|
$ |
553,138 |
|
Average Interest-Bearing Liabilities |
|
$ |
3,115,332 |
|
|
$ |
2,897,209 |
|
Average Stockholders Equity |
|
$ |
263,553 |
|
|
$ |
377,411 |
|
Average Tangible Equity (2) |
|
$ |
258,775 |
|
|
$ |
263,624 |
|
PER SHARE DATA: |
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share Basic |
|
$ |
(0.37 |
) |
|
$ |
0.06 |
|
Earnings (Loss) Per Share Diluted |
|
$ |
(0.37 |
) |
|
$ |
0.06 |
|
Common Shares Outstanding |
|
|
45,940,967 |
|
|
|
45,905,549 |
|
Book Value Per Share (3) |
|
$ |
5.40 |
|
|
$ |
8.07 |
|
Tangible Book Value Per Share (4) |
|
$ |
5.31 |
|
|
$ |
5.59 |
|
Cash Dividends Per Share |
|
$ |
|
|
|
$ |
0.06 |
|
SELECTED PERFORMANCE RATIOS: |
|
|
|
|
|
|
|
|
Return on Average Assets (5) (6) |
|
|
(1.77 |
%) |
|
|
0.30 |
% |
Return on Average Stockholders Equity (5) (7) |
|
|
(26.46 |
%) |
|
|
3.11 |
% |
Return on Average Tangible Equity (5) (8) |
|
|
(26.95 |
%) |
|
|
4.46 |
% |
Efficiency Ratio (9) |
|
|
57.92 |
% |
|
|
49.11 |
% |
Net Interest Spread (10) |
|
|
1.88 |
% |
|
|
2.81 |
% |
Net Interest Margin (11) |
|
|
2.46 |
% |
|
|
3.73 |
% |
Dividend Payout Ratio (12) |
|
|
|
|
|
|
94.28 |
% |
Average Stockholders Equity to Average Total Assets |
|
|
6.68 |
% |
|
|
9.52 |
% |
SELECTED CAPITAL RATIOS: (13) |
|
|
|
|
|
|
|
|
Total Risk-Based Capital Ratio: |
|
|
|
|
|
|
|
|
Hanmi Financial |
|
|
10.57 |
% |
|
|
10.74 |
% |
Hanmi Bank |
|
|
10.50 |
% |
|
|
10.79 |
% |
Tier 1 Risk-Based Capital Ratio: |
|
|
|
|
|
|
|
|
Hanmi Financial |
|
|
9.29 |
% |
|
|
9.48 |
% |
Hanmi Bank |
|
|
9.22 |
% |
|
|
9.54 |
% |
Tier 1 Leverage Ratio: |
|
|
|
|
|
|
|
|
Hanmi Financial |
|
|
8.16 |
% |
|
|
8.69 |
% |
Hanmi Bank |
|
|
8.10 |
% |
|
|
8.74 |
% |
SELECTED ASSET QUALITY RATIOS: |
|
|
|
|
|
|
|
|
Non-Performing Loans to Total Gross Loans (14) |
|
|
4.71 |
% |
|
|
2.68 |
% |
Non-Performing Assets to Total Assets (15) |
|
|
4.06 |
% |
|
|
2.25 |
% |
Net Loan Charge-Offs to Average Total Gross Loans (16) |
|
|
1.43 |
% |
|
|
0.89 |
% |
Allowance for Loan Losses to Total Gross Loans |
|
|
3.16 |
% |
|
|
1.60 |
% |
Allowance for Loan Losses to Non-Performing Loans |
|
|
67.13 |
% |
|
|
59.72 |
% |
|
|
|
(1) |
|
Loans are net of deferred fees and related direct costs. |
|
(2) |
|
Average tangible equity is calculated by subtracting average goodwill and average
other intangible assets from average stockholders equity. See Non-GAAP Financial Measures. |
|
(3) |
|
Total stockholders equity divided by common shares outstanding. |
|
(4) |
|
Tangible equity divided by common shares outstanding. See Non-GAAP Financial Measures. |
|
(5) |
|
Calculation based upon annualized net loss. |
|
(6) |
|
Net loss divided by average total assets. |
|
(7) |
|
Net loss divided by average stockholders equity. |
|
(8) |
|
Net loss divided by average tangible equity. See Non-GAAP Financial Measures. |
|
(9) |
|
Total non-interest expenses divided by the sum of net interest income before
provision for credit losses and total non-interest income. |
|
(10) |
|
Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities. |
|
(11) |
|
Net interest income before provision for credit losses divided by average interest-earning assets. |
|
(12) |
|
Cash dividends per share times common shares outstanding divided by net loss. |
|
(13) |
|
The required ratios for a well-capitalized institution, as defined by regulations
of the Board of Governors of the Federal Reserve System, are 10 percent for the Total
Risk-Based Capital Ratio (total capital divided by total risk-weighted assets); 6 percent for
the Tier 1 Risk-Based Capital Ratio (Tier 1 capital divided by total risk-weighted assets);
and 5 percent for the Tier 1 Leverage Ratio (Tier 1 capital divided by average total assets). |
|
(14) |
|
Non-performing loans consist of non-accrual loans and loans past due 90 days or more and still accruing interest. |
|
(15) |
|
Non-performing assets consist of non-performing loans (see footnote (14) above) and other real estate owned. |
|
(16) |
|
Calculation based upon annualized net loan charge-offs. |
|
(17) |
|
See Notes to Consolidated Financial Statements (Unaudited), Note 2 Restatement
of Previously Issued Financial Statements for further information regarding the restated
amounts. |
21
Non-GAAP Financial Measures
Return on Average Tangible Equity
Return on average tangible equity is supplemental financial information determined by a method
other than in accordance with GAAP. This non-GAAP measure is used by management in the analysis of
Hanmi Financials performance. Average tangible equity is calculated by subtracting average
goodwill and average other intangible assets from average stockholders equity. Banking and
financial institution regulators also exclude goodwill and other intangible assets from
stockholders equity when assessing the capital adequacy of a financial institution. Management
believes the presentation of this financial measure excluding the impact of these items provides
useful supplemental information that is essential to a proper understanding of the financial
results of Hanmi Financial, as it provides a method to assess managements success in utilizing
tangible capital. This disclosure should not be viewed as a substitute for results determined in
accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be
presented by other companies.
The following table reconciles the GAAP performance measure to this non-GAAP performance
measure for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
|
|
|
|
(Restated) |
|
|
2008 |
|
|
|
(Dollars in Thousands) |
|
Average Stockholders Equity |
|
$ |
263,553 |
|
|
$ |
377,411 |
|
Less Average Goodwill and Average Other Intangible Assets |
|
|
(4,778 |
) |
|
|
(113,787 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Tangible Equity |
|
$ |
258,775 |
|
|
$ |
263,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Stockholders Equity |
|
|
(26.46 |
%) |
|
|
3.11 |
% |
Effect of Average Goodwill and Average Other Intangible Assets |
|
|
(0.49 |
%) |
|
|
1.35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Tangible Equity |
|
|
(26.95 |
%) |
|
|
4.46 |
% |
|
|
|
|
|
|
|
Tangible Book Value Per Share
Tangible book value per share is supplemental financial information determined by a method
other than in accordance with GAAP. This non-GAAP measure is used by management in the analysis of
Hanmi Financials performance. Tangible book value per share is calculated by subtracting goodwill
and other intangible assets from total stockholders equity and dividing the difference by the
number of shares of common stock outstanding. Management believes the presentation of this
financial measure excluding the impact of these items provides useful supplemental information that
is essential to a proper understanding of the financial results of Hanmi Financial, as it provides
a method to assess managements success in utilizing tangible capital. This disclosure should not
be viewed as a substitute for results determined in accordance with GAAP, nor is it necessarily
comparable to non-GAAP performance measures that may be presented by other companies.
The following table reconciles the GAAP performance measure to this non-GAAP performance
measure for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2009 |
|
|
|
|
|
|
(Restated) |
|
|
2008 |
|
|
|
(Dollars in Thousands, |
|
|
|
Except Per Share Data) |
|
Total Stockholders Equity |
|
$ |
248,243 |
|
|
$ |
370,364 |
|
Less Goodwill and Other Intangible Assets |
|
|
(4,521 |
) |
|
|
(113,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Equity |
|
$ |
243,722 |
|
|
$ |
256,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book Value Per Share |
|
$ |
5.40 |
|
|
$ |
8.07 |
|
Effect of Goodwill and Other Intangible Assets |
|
|
(0.09 |
) |
|
|
(2.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Book Value Per Share |
|
$ |
5.31 |
|
|
$ |
5.59 |
|
|
|
|
|
|
|
|
22
EXECUTIVE OVERVIEW
The focus of our business has been on commercial and real estate lending. As of March 31,
2009, we maintained a branch network of 27 full-service branch offices in California and 2 loan
production offices in Virginia and Washington. In February 2009, we opened a new full-service
branch in Diamond Bar, California and suspended operations at our loan production offices in
Colorado, Georgia, Illinois and Texas.
Since the second half of 2007, the economic conditions in the markets in which our borrowers
operate have continued to deteriorate and the levels of loan delinquency and defaults that we
experienced have been substantially higher than historical levels. As a result, we have had to make
substantial provisions for loan losses in 2007, 2008 and the first quarter of 2009, which have
adversely affected our earnings. We believe that our results of operations will continue to be
adversely affected if economic conditions, particularly in California, continue to deteriorate.
A continuing concern in the banking industry is liquidity. Our utilization of wholesale funds
during the fourth quarter of 2008 improved our liquidity, and our strategic priority in 2009 is to
replace such wholesale funds with customer deposits. As part of this strategy, our December 2008
deposit campaign with a promotional time deposit product was successful as we were able to replace
some of our wholesale funds with customer deposits. As of March 31, 2009, total deposits increased
sequentially by $126.0 million, or 4.1 percent, to $3.2 billion, while broker deposits and FHLB
advances declined to $577.8 million and $311.1 million, respectively, compared to $874.2 million
and $422.2 million, respectively, as of December 31, 2008.
As a result of our new strategy of focusing on asset quality over growth, total assets were
$3.88 billion as of March 31, 2009 and December 31, 2008, and total gross loans were $3.32 billion
as of March 31, 2009, compared to $3.36 billion as of December 31, 2008.
We have taken certain actions that we expect will improve our performance:
|
|
|
The use of third-parties to assist the Bank in quarterly stress testing the entire loan
portfolio, reviewing loans within the portfolio, and re-appraising properties where
appropriate. |
|
|
|
A further streamlining of the Banks operations. In February, we reduced headcount by
16, including some senior officers. We also suspended operations at four of our
out-of-state loan production offices and combined three branch districts into two. |
|
|
|
The recent enhancement of the Board of Directors with the addition of three new
members. Together, they bring extensive experience in the banking industry, notably their
experience in meeting the expectations and requirements of bank regulators. |
RESULTS OF OPERATIONS
Net Interest Income Before Provision for Credit Losses
Our earnings depend largely upon the difference between the interest income received from our
loan portfolio and other interest-earning assets and the interest paid on deposits and borrowings.
The difference is net interest income. The difference between the yield earned on
interest-earning assets and the cost of interest-bearing liabilities is net interest spread. Net
interest income, when expressed as a percentage of average total interest-earning assets, is
referred to as the net interest margin.
Net interest income is affected by the change in the level and mix of interest-earning assets
and interest-bearing liabilities, referred to as volume changes. Our net interest income also is
affected by changes in the yields earned on interest-earning assets and rates paid on
interest-bearing liabilities, referred to as rate changes. Interest rates charged on loans are
affected principally by the demand for such loans, the supply of money available for lending
purposes and competitive factors. Those factors are affected by general economic conditions and
other factors beyond our control, such as Federal economic policies, the general supply of money in
the economy, income tax policies, governmental budgetary matters and the actions of the FRB.
23
The following table shows the average balances of assets, liabilities and stockholders
equity; the amount of interest income and interest expense; the average yield or rate for each
category of interest-earning assets and interest-bearing liabilities; and the net interest spread
and the net interest margin for the periods indicated. All average balances are daily average
balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Income/ |
|
|
Yield/ |
|
|
Average |
|
|
Income/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
|
(Dollars in Thousands) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Loans, Net (1) |
|
$ |
3,349,085 |
|
|
$ |
45,085 |
|
|
|
5.46 |
% |
|
$ |
3,303,141 |
|
|
$ |
60,598 |
|
|
|
7.38 |
% |
Municipal Securities (2) |
|
|
58,886 |
|
|
|
643 |
|
|
|
4.37 |
% |
|
|
71,879 |
|
|
|
759 |
|
|
|
4.22 |
% |
Obligations of Other U.S. Government Agencies |
|
|
9,578 |
|
|
|
96 |
|
|
|
4.01 |
% |
|
|
109,860 |
|
|
|
1,245 |
|
|
|
4.53 |
% |
Other Debt Securities |
|
|
113,820 |
|
|
|
1,254 |
|
|
|
4.41 |
% |
|
|
160,384 |
|
|
|
1,871 |
|
|
|
4.67 |
% |
Equity Securities |
|
|
41,727 |
|
|
|
153 |
|
|
|
1.47 |
% |
|
|
33,490 |
|
|
|
414 |
|
|
|
4.94 |
% |
Federal Funds Sold and Securities Purchased Under
Agreements to Resell |
|
|
94,585 |
|
|
|
82 |
|
|
|
0.35 |
% |
|
|
10,896 |
|
|
|
83 |
|
|
|
3.05 |
% |
Term Federal Funds Sold |
|
|
138,344 |
|
|
|
700 |
|
|
|
2.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning Deposits |
|
|
161 |
|
|
|
2 |
|
|
|
4.97 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest-Earning Assets |
|
|
3,806,186 |
|
|
|
48,015 |
|
|
|
5.12 |
% |
|
|
3,689,650 |
|
|
|
64,970 |
|
|
|
7.08 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
84,054 |
|
|
|
|
|
|
|
|
|
|
|
93,793 |
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses (5) |
|
|
(72,583 |
) |
|
|
|
|
|
|
|
|
|
|
(42,545 |
) |
|
|
|
|
|
|
|
|
Other Assets (5) |
|
|
129,070 |
|
|
|
|
|
|
|
|
|
|
|
224,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Noninterest-Earning Assets (5) |
|
|
140,541 |
|
|
|
|
|
|
|
|
|
|
|
275,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS (5) |
|
$ |
3,946,727 |
|
|
|
|
|
|
|
|
|
|
$ |
3,965,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
82,029 |
|
|
|
505 |
|
|
|
2.50 |
% |
|
$ |
92,467 |
|
|
|
527 |
|
|
|
2.29 |
% |
Money Market Checking and NOW Accounts |
|
|
343,354 |
|
|
|
1,854 |
|
|
|
2.19 |
% |
|
|
557,493 |
|
|
|
4,660 |
|
|
|
3.36 |
% |
Time Deposits of $100,000 or More |
|
|
1,078,650 |
|
|
|
10,322 |
|
|
|
3.88 |
% |
|
|
1,354,466 |
|
|
|
15,687 |
|
|
|
4.66 |
% |
Other Time Deposits |
|
|
1,171,246 |
|
|
|
10,104 |
|
|
|
3.50 |
% |
|
|
339,645 |
|
|
|
3,973 |
|
|
|
4.70 |
% |
FHLB Advances and Other Borrowings |
|
|
357,647 |
|
|
|
1,112 |
|
|
|
1.26 |
% |
|
|
470,732 |
|
|
|
4,477 |
|
|
|
3.83 |
% |
Junior Subordinated Debentures |
|
|
82,406 |
|
|
|
988 |
|
|
|
4.86 |
% |
|
|
82,406 |
|
|
|
1,449 |
|
|
|
7.07 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest-Bearing Liabilities |
|
|
3,115,332 |
|
|
|
24,885 |
|
|
|
3.24 |
% |
|
|
2,897,209 |
|
|
|
30,773 |
|
|
|
4.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Deposits |
|
|
526,753 |
|
|
|
|
|
|
|
|
|
|
|
651,244 |
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
41,089 |
|
|
|
|
|
|
|
|
|
|
|
39,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Noninterest-Bearing Liabilities |
|
|
567,842 |
|
|
|
|
|
|
|
|
|
|
|
690,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
3,683,174 |
|
|
|
|
|
|
|
|
|
|
|
3,588,014 |
|
|
|
|
|
|
|
|
|
Stockholders Equity (5) |
|
|
263,553 |
|
|
|
|
|
|
|
|
|
|
|
377,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
(5) |
|
$ |
3,946,727 |
|
|
|
|
|
|
|
|
|
|
$ |
3,965,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
|
|
|
$ |
23,130 |
|
|
|
|
|
|
|
|
|
|
$ |
34,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST SPREAD (3) |
|
|
|
|
|
|
|
|
|
|
1.88 |
% |
|
|
|
|
|
|
|
|
|
|
2.81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST MARGIN (4) |
|
|
|
|
|
|
|
|
|
|
2.46 |
% |
|
|
|
|
|
|
|
|
|
|
3.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Loans are net of deferred fees and related direct costs, but excluding the allowance
for loan losses. Non-accrual loans are included in the average loan balance. Loan fees have
been included in the calculation of interest income. Loan fees were $391,000 and $588,000 for
the three months ended March 31, 2009 and 2008, respectively. |
|
(2) |
|
If computed on a tax-equivalent basis using an effective marginal rate of 35
percent, tax-exempt income would be $989,000 and $1.2 million, and the yields would be 6.72
percent and 6.50 percent, for the three months ended March 31, 2009 and 2008, respectively. |
|
(3) |
|
Represents the average rate earned on interest-earning assets less the average rate
paid on interest-bearing liabilities. |
|
(4) |
|
Represents annualized net interest income as a percentage of average
interest-earning assets. |
|
(5) |
|
Restated. See Notes to Consolidated Financial Statements (Unaudited), Note 2
Restatement of Previously Issued Financial Statements for further information regarding the
restated amounts. |
24
The table below shows changes in interest income and interest expense and the amounts
attributable to variations in interest rates and volumes for the periods indicated. The variances
attributable to simultaneous volume and rate changes have been allocated to the change due to
volume and the change due to rate categories in proportion to the relationship of the absolute
dollar amount attributable solely to the change in volume and to the change in rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2009 vs. |
|
|
|
Three Months Ended March 31, 2008 |
|
|
|
Increases (Decreases) Due to Change in |
|
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
|
(In Thousands) |
|
Interest and Dividend Income: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross Loans, Net |
|
$ |
799 |
|
|
$ |
(16,312 |
) |
|
$ |
(15,513 |
) |
Municipal Securities |
|
|
(141 |
) |
|
|
25 |
|
|
|
(116 |
) |
Obligations of Other U.S. Government Agencies |
|
|
(1,020 |
) |
|
|
(129 |
) |
|
|
(1,149 |
) |
Other Debt Securities |
|
|
(518 |
) |
|
|
(99 |
) |
|
|
(617 |
) |
Equity Securities |
|
|
83 |
|
|
|
(344 |
) |
|
|
(261 |
) |
Federal Funds Sold and Securities Purchased Under
Agreements to Resell |
|
|
132 |
|
|
|
(133 |
) |
|
|
(1 |
) |
Term Federal Funds Sold |
|
|
700 |
|
|
|
|
|
|
|
700 |
|
Interest-Earning Deposits |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest and Dividend Income |
|
|
37 |
|
|
|
(16,992 |
) |
|
|
(16,955 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
(65 |
) |
|
|
43 |
|
|
|
(22 |
) |
Money Market Checking and NOW Accounts |
|
|
(1,471 |
) |
|
|
(1,335 |
) |
|
|
(2,806 |
) |
Time Deposits of $100,000 or More |
|
|
(2,949 |
) |
|
|
(2,416 |
) |
|
|
(5,365 |
) |
Other Time Deposits |
|
|
7,379 |
|
|
|
(1,248 |
) |
|
|
6,131 |
|
FHLB Advances and Other Borrowings |
|
|
(888 |
) |
|
|
(2,477 |
) |
|
|
(3,365 |
) |
Junior Subordinated Debentures |
|
|
|
|
|
|
(461 |
) |
|
|
(461 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
2,006 |
|
|
|
(7,894 |
) |
|
|
(5,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Net Interest Income |
|
$ |
(1,969 |
) |
|
$ |
(9,098 |
) |
|
$ |
(11,067 |
) |
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2009 and 2008, net interest income before provision
for credit losses was $23.1 million and $34.2 million, respectively. The net interest spread and
net interest margin for the three months ended March 31, 2009 were 1.88 percent and 2.46 percent,
respectively, compared to 2.81 percent and 3.73 percent, respectively, for the same period in 2008.
The compression in the net interest margin continues to be driven by intense competition among
Korean-American and other banks, particularly in the pricing of deposits; and the Federal Reserve
Boards 400 basis point cut in short-term interest rates since December 2007.
Average interest-earning assets increased 3.2 percent to $3.81 billion for the three months
ended March 31, 2009 from $3.69 billion for the same period in 2008. Average gross loans increased
1.4 percent to $3.35 billion for the three months ended March 31, 2009 from $3.30 billion for the
same period in 2008. Average investment securities decreased 46.7 percent to $182.3 million for the
three months ended March 31, 2009 from $342.1 million for the same period in 2008.
The yield on average interest-earning assets decreased by 196 basis points from 7.08 percent
for the three months ended March 31, 2008 to 5.12 percent for the same period in 2009, primarily
reflecting a decrease in the average yield on loans. Total loan interest and fee income decreased
by 25.6 percent for the three months ended March 31, 2009 due primarily to a decrease in the
average yield on loans from 7.38 percent for the three months ended March 31, 2008 to 5.46 percent
for the same period in 2009. During this period, the Wall Street Journal Prime Rate dropped 400
basis points from 7.25 percent as of December 31, 2007 to 3.25 percent as of March 31, 2009. The
mix of average interest-earning assets was 88.0 percent loans, 4.8 percent investment securities
and 7.2 percent other interest-earning assets for the three months ended March 31, 2009, compared
to 89.5 percent loans, 9.3 percent investment securities and 1.2 percent other interest-earning
assets for the same period in 2008.
25
The majority of interest-earning assets growth was funded by a $331.2 million, or 14.1
percent, increase in average interest-bearing deposits, partially offset by a $113.1 million, or
24.0 percent, decrease in average FHLB advances and other borrowings. Total average
interest-bearing liabilities grew by 7.5 percent to $3.12 billion for the three months ended March
31, 2009 compared to $2.90 billion for the same period in 2008. The average interest rate paid for
interest-bearing liabilities decreased by 103 basis points from 4.27 percent for the three months
ended March 31, 2008 to 3.24 percent for the same period in 2009. The decrease was primarily due to
the Federal Reserve Boards rate cuts, partially offset by intense competition, primarily among
Korean-American banks.
Provision for Credit Losses (Restated)
For the three months ended March 31, 2009 and 2008, the provision for credit losses was $46.0
million and $17.8 million, respectively. The increase in the provision for credit losses is
attributable to increases in net charge-offs, non-performing loans and criticized and classified
loans. Net charge-offs increased $4.5 million, or 61.9 percent, from $7.3 million for the three
months ended March 31, 2008 to $11.8 million for the same period in 2009. Non-performing loans
increased from $88.7 million, or 2.68 percent of total gross loans, as of March 31, 2008 to $156.3
million, or 4.71 percent of total gross loans, as of March 31, 2009. See Non-Performing Assets
and Allowance for Loan Losses and Allowance for Off-Balance Sheet Items for further details. See
Notes to Consolidated Financial Statements (Unaudited), Note 2 Restatement of Previously Issued
Financial Statements for further information regarding the restated amounts.
Non-Interest Income
The following table sets forth the various components of non-interest income for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
Increase (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percentage |
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
Service Charges on Deposit Accounts |
|
$ |
4,315 |
|
|
$ |
4,717 |
|
|
$ |
(402 |
) |
|
|
(8.5 |
%) |
Insurance Commissions |
|
|
1,182 |
|
|
|
1,315 |
|
|
|
(133 |
) |
|
|
(10.1 |
%) |
Remittance Fees |
|
|
523 |
|
|
|
505 |
|
|
|
18 |
|
|
|
3.6 |
% |
Trade Finance Fees |
|
|
506 |
|
|
|
865 |
|
|
|
(359 |
) |
|
|
(41.5 |
%) |
Other Service Charges and Fees |
|
|
483 |
|
|
|
716 |
|
|
|
(233 |
) |
|
|
(32.5 |
%) |
Bank-Owned Life Insurance Income |
|
|
234 |
|
|
|
240 |
|
|
|
(6 |
) |
|
|
(2.5 |
%) |
Gain on Sales of Securities Available for Sales |
|
|
1,167 |
|
|
|
618 |
|
|
|
549 |
|
|
|
88.8 |
% |
Gain on Sales of Loans |
|
|
2 |
|
|
|
213 |
|
|
|
(211 |
) |
|
|
(99.1 |
%) |
Other-Than-Temporary Impairment Loss on Securities |
|
|
(98 |
) |
|
|
|
|
|
|
(98 |
) |
|
|
|
|
Other Income |
|
|
66 |
|
|
|
576 |
|
|
|
(510 |
) |
|
|
(88.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Interest Income |
|
$ |
8,380 |
|
|
$ |
9,765 |
|
|
$ |
(1,385 |
) |
|
|
(14.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
We earn non-interest income from four major sources: service charges on deposit
accounts, fees generated from international trade finance, insurance commissions and other service
charges and fees. In addition, we sell certain assets primarily for risk management purposes. For
the three months ended March 31, 2009, non-interest income was $8.4 million, a decrease of $1.4
million, or 14.2 percent, from $9.8 million for the same period in 2008. The decrease in
non-interest income is primarily attributable to decreases in service charges on deposit accounts,
trade finance fees and other income, partially offset by an increase in gain on sales of securities
available for sale.
Service charges on deposit accounts decreased by $402,000, or 8.5 percent, from $4.7 million
for the three months ended March 31, 2008 to $4.3 million for the same period in 2009. The decrease
was primarily due to a decrease in volume of returned check items and account analysis.
Fees generated from international trade finance decreased by $359,000, or 41.5 percent, from
$865,000 for the three months ended March 31, 2008 to $506,000 for the same period in 2009. Trade
finance fees relate primarily to import and export letters of credit. The decrease is attributable
primarily to a decline in export letter of credit volume due to a soft economy.
Gain on sales of securities available for sale increased by $549,000, or 88.8 percent, from
$618,000 for the three months ended March 31, 2008 to $1.2 million for the same period in 2009. The
increase was due to the sale of $37.3 million of investment securities, primarily mortgage-backed
securities and collateralized mortgage obligations.
26
We periodically evaluate our investments for OTTI. As of March 31, 2009, we had an investment
in a Community Reinvestment Act equity fund that was included in Other Assets. During the first
quarter of 2009, we recorded an OTTI charge of $98,000 due to further deterioration in the
estimated proceeds to be recovered from two properties in the fund.
Other income decreased by $510,000, or 88.5 percent, from $576,000 for the three months ended
March 31, 2009 to $66,000 for the same period in 2009. The decrease was attributable primarily to a
$239,000 for the change in fair value of a derivative during the three months ended March 31, 2008
and no such expense for the same period in 2009.
Non-Interest Expense
The following table sets forth the breakdown of non-interest expense for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
Increase (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percentage |
|
|
|
(Dollars in Thousands) |
|
Salaries and Employee Benefits |
|
$ |
7,503 |
|
|
$ |
11,280 |
|
|
$ |
(3,777 |
) |
|
|
(33.5 |
%) |
Occupancy and Equipment |
|
|
2,884 |
|
|
|
2,782 |
|
|
|
102 |
|
|
|
3.7 |
% |
Data Processing |
|
|
1,536 |
|
|
|
1,534 |
|
|
|
2 |
|
|
|
0.1 |
% |
Deposit Insurance Premiums and Regulatory Assessments |
|
|
1,490 |
|
|
|
560 |
|
|
|
930 |
|
|
|
166.1 |
% |
Professional Fees |
|
|
616 |
|
|
|
985 |
|
|
|
(369 |
) |
|
|
(37.5 |
%) |
Supplies and Communications |
|
|
570 |
|
|
|
704 |
|
|
|
(134 |
) |
|
|
(19.0 |
%) |
Advertising and Promotion |
|
|
569 |
|
|
|
812 |
|
|
|
(243 |
) |
|
|
(29.9 |
%) |
Amortization of Other Intangible Assets |
|
|
429 |
|
|
|
524 |
|
|
|
(95 |
) |
|
|
(18.1 |
%) |
Other Operating Expenses |
|
|
2,655 |
|
|
|
2,407 |
|
|
|
248 |
|
|
|
10.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Interest Expense |
|
$ |
18,252 |
|
|
$ |
21,588 |
|
|
$ |
(3,336 |
) |
|
|
(15.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2009 and 2008, non-interest expense was $18.3
million and $21.6 million, respectively. The efficiency ratio for the three months ended March 31,
2009 was 57.92 percent, compared to 49.11 percent for the same period in 2008. The overall decrease
in non-interest expense was due to lower staffing and the reversal of a $2.5 million
post-retirement benefit obligation related to bank-owned life insurance, partially offset by higher
deposit insurance premiums.
Salaries and employee benefits decreased $3.8 million, or 33.5 percent, from $11.3 million for
the three months ended March 31, 2008 to $7.5 million for the same period in 2009. During the three
months ended March 31, 2009, an amendment to the bank-owned life insurance policy removed a
post-retirement death benefit and a previously accrued liability of $2.5 million for the
post-retirement death benefit was reversed. Salaries and employee benefits also decreased during
the three months ended March 31, 2009 due to our planned reduction in headcount in August 2008 of
approximately 10 percent.
Deposit insurance premiums and regulatory assessments increased $930,000, or 166.1 percent,
from $560,000 for the three months ended March 31, 2008 to $1.5 million for the same period in
2009. The increase was due to higher assessment rates for FDIC insurance on deposits.
Provision for Income Taxes (Restated)
For the three months ended March 31, 2009, income tax benefits of $15.5 million were
recognized on pre-tax losses of $32.7 million, representing an effective tax rate of 47.4 percent,
compared to income taxes of $1.6 million recognized on pre-tax income of $4.6 million, representing
an effective tax rate of 35.8 percent, for the same period in 2008. The increase in the effective
rate was due to fact that the impact of tax-exempt income was additive to the 2009 effective tax
rate while subtractive to the 2008 effective tax rate. See Notes to Consolidated Financial
Statements (Unaudited), Note 2 Restatement of Previously Issued Financial Statements for
further information regarding the restated amounts.
27
FINANCIAL CONDITION
Investment Portfolio
Investment securities are classified as held to maturity or available for sale in accordance
with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Those
securities that we have the ability and the intent to hold to maturity are classified as held to
maturity. All other securities are classified as available for sale. There were no trading
securities as of March 31, 2009 or December 31, 2008. Securities classified as held to maturity are
stated at cost, adjusted for amortization of premiums and accretion of discounts, and available for
sale securities are stated at fair value. The securities currently held consist primarily of
mortgage-backed securities, municipal bonds and collateralized mortgage obligations.
As of March 31, 2009, securities held to maturity, at amortized cost, totaled $894,000 and
securities available for sale, at fair value, totaled $163.5 million, compared to $910,000 and
$197.0 million, respectively, as of December 31, 2008. The following table summarizes the amortized
cost, estimated fair value and unrealized gain (loss) on investment securities as of the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Estimated |
|
|
Unrealized |
|
|
|
|
|
|
Estimated |
|
|
Unrealized |
|
|
|
Amortized |
|
|
Fair |
|
|
Gain |
|
|
Amortized |
|
|
Fair |
|
|
Gain |
|
|
|
Cost |
|
|
Value |
|
|
(Loss) |
|
|
Cost |
|
|
Value |
|
|
(Loss) |
|
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
|
|
Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds |
|
$ |
694 |
|
|
$ |
695 |
|
|
$ |
1 |
|
|
$ |
695 |
|
|
$ |
695 |
|
|
$ |
|
|
Mortgage-Backed Securities |
|
|
200 |
|
|
|
200 |
|
|
|
|
|
|
|
215 |
|
|
|
215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Held to Maturity |
|
$ |
894 |
|
|
$ |
895 |
|
|
$ |
1 |
|
|
$ |
910 |
|
|
$ |
910 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
$ |
68,591 |
|
|
$ |
69,528 |
|
|
$ |
937 |
|
|
$ |
77,515 |
|
|
$ |
78,860 |
|
|
$ |
1,345 |
|
Municipal Bonds |
|
|
58,404 |
|
|
|
59,834 |
|
|
|
1,430 |
|
|
|
58,987 |
|
|
|
58,313 |
|
|
|
(674 |
) |
Collateralized Mortgage Obligations |
|
|
22,903 |
|
|
|
23,190 |
|
|
|
287 |
|
|
|
36,204 |
|
|
|
36,162 |
|
|
|
(42 |
) |
Asset-Backed Securities |
|
|
5,643 |
|
|
|
5,635 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Other Securities |
|
|
3,976 |
|
|
|
4,394 |
|
|
|
418 |
|
|
|
4,684 |
|
|
|
4,958 |
|
|
|
274 |
|
Equity Securities |
|
|
511 |
|
|
|
695 |
|
|
|
184 |
|
|
|
511 |
|
|
|
804 |
|
|
|
293 |
|
Corporate Bonds |
|
|
333 |
|
|
|
242 |
|
|
|
(91 |
) |
|
|
355 |
|
|
|
169 |
|
|
|
(186 |
) |
U.S. Government Agency Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,580 |
|
|
|
17,700 |
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Available for Sale |
|
$ |
160,361 |
|
|
$ |
163,518 |
|
|
$ |
3,157 |
|
|
$ |
195,836 |
|
|
$ |
196,966 |
|
|
$ |
1,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale, at fair value, decreased $33.5 million, or
17.0 percent, to $163.5 million as of March 31, 2009 from $197.0 million as of December 31, 2008.
The decrease was primarily due to the sale of $37.3 million of investment securities, with a $1.2
million gain realized, and $14.6 million of U.S. Government agency securities that were called.
The amortized cost and estimated fair value of investment securities as of March 31, 2009, by
contractual maturity, are shown below. Although mortgage-backed securities and collateralized
mortgage obligations have contractual maturities through 2039, expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale |
|
|
Held to Maturity |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
Within One Year |
|
$ |
5,028 |
|
|
$ |
5,366 |
|
|
$ |
|
|
|
$ |
|
|
Over One Year Through Five Years |
|
|
2,788 |
|
|
|
2,897 |
|
|
|
|
|
|
|
|
|
Over Five Years Through Ten Years |
|
|
12,282 |
|
|
|
12,516 |
|
|
|
694 |
|
|
|
695 |
|
Over Ten Years |
|
|
48,258 |
|
|
|
49,326 |
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
|
68,591 |
|
|
|
69,528 |
|
|
|
200 |
|
|
|
200 |
|
Collateralized Mortgage Obligations |
|
|
22,903 |
|
|
|
23,190 |
|
|
|
|
|
|
|
|
|
Equity Securities |
|
|
511 |
|
|
|
695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
160,361 |
|
|
$ |
163,518 |
|
|
$ |
894 |
|
|
$ |
895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
We periodically evaluate our investments for OTTI. As of March 31, 2009, we had an
investment in a Community Reinvestment Act equity fund that was included in Other Assets. During
the first quarter of 2009, we recorded an OTTI charge of $98,000 due to further deterioration in
the estimated proceeds to be recovered from two properties in the fund.
Gross unrealized losses on investment securities available for sale and the estimated fair
value of the related securities, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, were as follows as of
March 31, 2009 and December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding Period |
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
|
|
Available for Sale March 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
$ |
6 |
|
|
$ |
655 |
|
|
$ |
1 |
|
|
$ |
810 |
|
|
$ |
7 |
|
|
$ |
1,465 |
|
Municipal Bonds |
|
|
28 |
|
|
|
2,662 |
|
|
|
44 |
|
|
|
2,123 |
|
|
|
72 |
|
|
|
4,785 |
|
Collateralized Mortgage Obligations |
|
|
1 |
|
|
|
959 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
959 |
|
Asset-Backed Securities |
|
|
8 |
|
|
|
5,635 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
5,635 |
|
Other Securities |
|
|
|
|
|
|
|
|
|
|
72 |
|
|
|
2,928 |
|
|
|
72 |
|
|
|
2,928 |
|
Corporate Bonds |
|
|
91 |
|
|
|
242 |
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
134 |
|
|
$ |
10,153 |
|
|
$ |
117 |
|
|
$ |
5,861 |
|
|
$ |
251 |
|
|
$ |
16,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale December 31,
2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
$ |
158 |
|
|
$ |
10,631 |
|
|
$ |
33 |
|
|
$ |
5,277 |
|
|
$ |
191 |
|
|
$ |
15,908 |
|
Municipal Bonds |
|
|
968 |
|
|
|
35,614 |
|
|
|
119 |
|
|
|
1,749 |
|
|
|
1,087 |
|
|
|
37,363 |
|
Collateralized Mortgage Obligations |
|
|
36 |
|
|
|
4,569 |
|
|
|
143 |
|
|
|
5,903 |
|
|
|
179 |
|
|
|
10,472 |
|
Other Securities |
|
|
72 |
|
|
|
929 |
|
|
|
40 |
|
|
|
1,960 |
|
|
|
112 |
|
|
|
2,889 |
|
Corporate Bonds |
|
|
186 |
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
186 |
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,420 |
|
|
$ |
51,912 |
|
|
$ |
335 |
|
|
$ |
14,889 |
|
|
$ |
1,755 |
|
|
$ |
66,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impairment losses described previously are not included in the table above as the
impairment losses were recorded. All other individual securities that have been in a continuous
unrealized loss position for 12 months or longer as of March 31, 2009 and December 31, 2008 had
investment grade ratings upon purchase. The issuers of these securities have not established any
cause for default on these securities and the various rating agencies have reaffirmed these
securities long-term investment grade status as of March 31, 2009 and December 31, 2008. These
securities have fluctuated in value since their purchase dates as market interest rates have
fluctuated. However, we have the ability and the intent to hold these securities until their fair
values recover to cost. Therefore, in managements opinion, all securities that have been in a
continuous unrealized loss position for the past 12 months or longer as of March 31, 2009 and
December 31, 2008 are not other-than-temporarily impaired, and therefore, no additional impairment
charges as of March 31, 2009 and December 31, 2008 are warranted.
29
Loan Portfolio
The following table shows the loan composition by type, including loans held for sale, as of
the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Increase (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percentage |
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
Real Estate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Property |
|
$ |
920,431 |
|
|
$ |
908,970 |
|
|
$ |
11,461 |
|
|
|
1.3 |
% |
Construction |
|
|
177,268 |
|
|
|
178,783 |
|
|
|
(1,515 |
) |
|
|
(0.8 |
%) |
Residential Property |
|
|
87,355 |
|
|
|
92,361 |
|
|
|
(5,006 |
) |
|
|
(5.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate Loans |
|
|
1,185,054 |
|
|
|
1,180,114 |
|
|
|
4,940 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Term Loans |
|
|
1,589,459 |
|
|
|
1,611,449 |
|
|
|
(21,990 |
) |
|
|
(1.4 |
%) |
Commercial Lines of Credit |
|
|
201,076 |
|
|
|
214,699 |
|
|
|
(13,623 |
) |
|
|
(6.3 |
%) |
SBA Loans
(1) |
|
|
177,505 |
|
|
|
178,399 |
|
|
|
(894 |
) |
|
|
(0.5 |
%) |
International Loans |
|
|
87,169 |
|
|
|
95,185 |
|
|
|
(8,016 |
) |
|
|
(8.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial and Industrial Loans |
|
|
2,055,209 |
|
|
|
2,099,732 |
|
|
|
(44,523 |
) |
|
|
(2.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans |
|
|
79,459 |
|
|
|
83,525 |
|
|
|
(4,066 |
) |
|
|
(4.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans Gross |
|
|
3,319,722 |
|
|
|
3,363,371 |
|
|
|
(43,649 |
) |
|
|
(1.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Loan Fees |
|
|
(1,340 |
) |
|
|
(1,260 |
) |
|
|
(80 |
) |
|
|
6.3 |
% |
Allowance
for Loan Losses
(2) |
|
|
(104,943 |
) |
|
|
(70,986 |
) |
|
|
(33,957 |
) |
|
|
47.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loans Receivable |
|
$ |
3,213,439 |
|
|
$ |
3,291,125 |
|
|
$ |
(77,686 |
) |
|
|
(2.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes loans held for sale, at the lower of cost or market, of $34.3
million and $37.4 million as of March 31, 2009 and December 31, 2008, respectively. |
|
(2) |
|
Restated. See Notes to Consolidated Financial Statements (Unaudited), Note 2
Restatement of Previously Issued Financial Statements for further information
regarding the restated amounts. |
As of March 31, 2009 and December 31, 2008, loans receivable (including loans held for
sale), net of deferred loan fees and allowance for loan losses, totaled $3.21 billion and $3.29
billion, respectively, a decrease of $77.7 million, or 2.4 percent. Real estate loans, composed of
commercial property, residential property and construction loans, increased $4.9 million, or 0.4
percent, to $1.19 billion as of March 31, 2009 from $1.18 billion as of December 31, 2008,
representing 35.7 percent and 35.1 percent, respectively, of total gross loans. Commercial and
industrial loans, composed of owner-occupied commercial property, trade finance, SBA and commercial
lines of credit, decreased $44.5 million, or 2.1 percent, to $2.06 billion as of March 31, 2009
from $2.10 billion as of December 31, 2008, representing 61.9 percent and 62.4 percent,
respectively, of total gross loans. Consumer loans decreased $4.1 million, or 4.9 percent, to $79.5
million as of March 31, 2009 from $83.5 million as of December 31, 2008.
As of March 31, 2009, the loan portfolio included the following concentrations of loans to one
type of industry that were greater than 10 percent of total gross loans outstanding:
|
|
|
|
|
|
|
|
|
|
|
Balance as of |
|
Percentage of Total |
Industry |
|
March 31, 2009 |
|
Gross Loans Outstanding |
|
|
(In Thousands) |
|
|
|
|
Lessors of Non-Residential Buildings |
|
$ |
458,680 |
|
|
|
13.8 |
% |
Accommodation/Hospitality |
|
$ |
439,914 |
|
|
|
13.3 |
% |
Gasoline Stations |
|
$ |
379,515 |
|
|
|
11.4 |
% |
There was no other concentration of loans to any one type of industry exceeding ten
percent of total gross loans outstanding.
30
Non-Performing Assets
Non-performing loans consist of loans on non-accrual status, which includes loans restructured
when there has not been a history of past performance on debt service in accordance with the
contractual terms of the restructured loans, and loans 90 days or more past due and still accruing
interest. Non-performing assets consist of non-performing loans and OREO. Loans are placed on
non-accrual status when, in the opinion of management, the full timely collection of principal or
interest is in doubt. Generally, the accrual of interest is discontinued when principal or interest
payments become more than 90 days past due, unless management believes the loan is adequately
collateralized and in the process of collection. However, in certain instances, we may place a
particular loan on non-accrual status earlier, depending upon the individual circumstances
surrounding the loans delinquency. When an asset is placed on non-accrual status, previously
accrued but unpaid interest is reversed against current income. Subsequent collections of cash are
applied as principal reductions when received, except when the ultimate collectibility of principal
is probable, in which case interest payments are credited to income. Non-accrual assets may be
restored to accrual status when principal and interest become current and full repayment is
expected. Interest income is recognized on the accrual basis for impaired loans not meeting the
criteria for non-accrual. OREO consists of properties acquired by foreclosure or similar means that
management intends to offer for sale.
The table below shows the composition of non-performing assets as of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Increase (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percentage |
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
Non-Accrual Loans |
|
$ |
155,508 |
|
|
$ |
120,823 |
|
|
$ |
34,685 |
|
|
|
28.7 |
% |
Loans 90 Days or More Past Due and Still Accruing |
|
|
823 |
|
|
|
1,075 |
|
|
|
(252 |
) |
|
|
(23.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Performing Loans |
|
|
156,331 |
|
|
|
121,898 |
|
|
|
34,433 |
|
|
|
28.2 |
% |
Other Real Estate Owned |
|
|
1,206 |
|
|
|
823 |
|
|
|
383 |
|
|
|
46.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Performing Assets |
|
$ |
157,537 |
|
|
$ |
122,721 |
|
|
$ |
34,816 |
|
|
|
28.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquent Loans |
|
$ |
164,402 |
|
|
$ |
128,469 |
|
|
$ |
35,933 |
|
|
|
28.0 |
% |
Troubled Debt Restructurings on Accrual Status |
|
$ |
61,865 |
|
|
$ |
|
|
|
$ |
61,865 |
|
|
|
|
|
Non-accrual loans totaled $155.5 million as of March 31, 2009, compared to $120.8
million as of December 31, 2008, representing a 28.7 percent increase. The increase was primarily
due to two commercial term loans (an $8.5 million loan on a golf course in San Diego County and a
$3.6 million loan on a gas station in Orange County). Delinquent loans, which are comprised of
loans past due 30 or more days and still accruing and non-accrual loans past due 30 or more days,
were $164.4 million as of March 31, 2009, compared to $128.5 million as of December 31, 2008,
representing a 28.0 percent increase.
During the three months ended March 31, 2009, we restructured monthly payments on 28 loans,
with a net carrying value of $62.0 million, through temporary interest rate reductions of six
months or less. For the restructured loans on accrual status, we determined that, based on the
financial capabilities of the borrowers at the time of the loan restructuring and the borrowers
past performance in the payment of debt service under the previous loan terms, we believe that
performance and collection under the revised terms is probable. In addition, we determined that
these restructured loans are well secured. As of March 31, 2009, troubled debt restructurings on
accrual status totaled $61.9 million, all of which were temporary interest rate reductions, and a
$2.9 million impairment allowance relating to these loans is included in the allowance for loan losses.
As of December 31, 2008, there were no troubled debt restructurings on accrual status.
We believe that the increases in non-performing loans and delinquent loans are attributable
primarily to a current economic recession that is affecting some of our borrowers ability to honor
their commitments.
31
Allowance for Loan Losses and Allowance for Off-Balance Sheet Items
Provisions to the allowance for loan losses are made quarterly to recognize probable loan
losses. The quarterly provision is based on the allowance need, which is calculated using a formula
designed to provide adequate allowances for losses inherent in the portfolio. The formula is made
up of various components. The allowance is first determined by assigning reserve ratios for all
loans. All loans that are classified are then assigned certain allocations according to type with
larger percentages applied to loans deemed to be of a higher risk. These percentages are determined
based on the prior loss history by type of loan, adjusted for current economic factors.
The allowance is based on estimates, and ultimate future losses may vary from current
estimates. Underlying trends in the economic cycle, particularly in Southern California, which
management cannot completely predict, will influence credit quality. It is possible that future
economic or other factors will adversely affect the Banks borrowers. As a result, we may sustain
loan losses in any particular period that are sizable in relation to the allowance, or exceed the
allowance. In addition, our asset quality may deteriorate through a number of possible factors,
including rapid growth, failure to maintain or enforce appropriate underwriting standards, failure
to maintain an adequate number of qualified loan personnel, and failure to identify and monitor
potential problem loans.
The allowance for loan losses and allowance for off-balance sheet items are maintained at
levels that are believed to be adequate by management to absorb estimated probable loan losses
inherent in the loan portfolio. The adequacy of the allowances is determined through periodic
evaluations of the loan portfolio and other pertinent factors, which are inherently subjective as
the process calls for various significant estimates and assumptions. Among other factors, the
estimates involve the amounts and timing of expected future cash flows and fair value of collateral
on impaired loans, estimated losses on loans based on historical loss experience, various
qualitative factors, and uncertainties in estimating losses and inherent risks in the various
credit portfolios, which may be subject to substantial change.
On a quarterly basis, we utilize a classification migration model and individual loan review
analysis tools as starting points for determining the adequacy of the allowance for loan losses and
allowance for off-balance sheet items. Our loss migration analysis tracks a certain number of
quarters of loan loss history to determine historical losses by classification category (i.e.,
pass, special mention, substandard and doubtful) for each loan type, except certain loans
(automobile, mortgage and credit cards), which are analyzed as homogeneous loan pools. These
calculated loss factors are then applied to outstanding loan balances, unused commitments and
off-balance sheet exposures, such as letters of credit. The individual loan review analysis is the
other part of the allowance allocation process, applying specific monitoring policies and
procedures in analyzing the existing loan portfolios. Further allowance assignments are made based
on general and specific economic conditions, as well as performance trends within specific
portfolio segments and individual concentrations of credit.
We continue to anticipate that the current national and state
economic recession will persist well throughout 2009, due in large part to a decline in home prices and sales and
home construction activity, as well as other credit quality problems and the high unemployment rate. Responding to this
difficult environment, we have made significant changes in our loan policies and procedures in
two critical areas. First, we enhanced existing policies and procedures regarding the monitoring of
loans to be more stringent and make it more difficult to allow exceptions from our loan policy.
Second, we strengthened and centralized the loan underwriting and approval processes, including
centralizing the credit underwriting function at two locations, creating a central monitoring
mechanism to monitor all loans, and increasing resources in departments of the Bank engaged in
addressing problem assets.
32
The following table sets forth certain information regarding our allowance for loan losses and
allowance for off-balance sheet items for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Three Months Ended |
|
|
|
March 31, |
|
|
|
|
|
|
|
|
|
2009 |
|
|
December 31, |
|
|
March 31, |
|
|
|
(Restated) (2) |
|
|
2008 |
|
|
2008 |
|
|
|
(Dollars in Thousands) |
|
Allowance for Loan Losses: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
70,986 |
|
|
$ |
63,948 |
|
|
$ |
43,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Charge-Offs |
|
|
(12,516 |
) |
|
|
(19,473 |
) |
|
|
(7,852 |
) |
Recoveries on Loans Previously Charged Off |
|
|
703 |
|
|
|
851 |
|
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loan Charge-Offs |
|
|
(11,813 |
) |
|
|
(18,622 |
) |
|
|
(7,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision Charged to Operating Expenses |
|
|
45,770 |
|
|
|
25,660 |
|
|
|
16,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
104,943 |
|
|
$ |
70,986 |
|
|
$ |
52,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Off-Balance Sheet Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
4,096 |
|
|
$ |
4,306 |
|
|
$ |
1,765 |
|
Provision Charged to Operating Expenses |
|
|
183 |
|
|
|
(210 |
) |
|
|
1,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
4,279 |
|
|
$ |
4,096 |
|
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Loan
Charge-Offs to Average Total Gross Loans (1) |
|
|
1.43 |
% |
|
|
2.20 |
% |
|
|
0.89 |
% |
Net Loan Charge-Offs to Total Gross Loans (1) |
|
|
1.44 |
% |
|
|
2.20 |
% |
|
|
0.89 |
% |
Allowance for Loan Losses to Average Total Gross Loans |
|
|
3.13 |
% |
|
|
2.11 |
% |
|
|
1.60 |
% |
Allowance for Loan Losses to Total Gross Loans |
|
|
3.16 |
% |
|
|
2.11 |
% |
|
|
1.60 |
% |
Net Loan Charge-Offs to Allowance for Loan Losses (1) |
|
|
45.65 |
% |
|
|
104.36 |
% |
|
|
55.39 |
% |
Net Loan Charge-Offs to Provision Charged to Operating Expenses |
|
|
25.81 |
% |
|
|
72.57 |
% |
|
|
43.77 |
% |
Allowance for Loan Losses to Non-Performing Loans |
|
|
67.13 |
% |
|
|
58.23 |
% |
|
|
59.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances: |
|
|
|
|
|
|
|
|
|
|
|
|
Average Total Gross Loans Outstanding During Period |
|
$ |
3,350,343 |
|
|
$ |
3,368,044 |
|
|
$ |
3,305,252 |
|
Total Gross Loans Outstanding at End of Period |
|
$ |
3,319,722 |
|
|
$ |
3,363,371 |
|
|
$ |
3,305,949 |
|
Non-Performing Loans at End of Period |
|
$ |
156,331 |
|
|
$ |
121,898 |
|
|
$ |
88,720 |
|
|
|
|
(1) |
|
Net loan charge-offs are annualized to calculate the ratios. |
|
(2) |
|
See Notes to Consolidated Financial Statements (Unaudited), Note 2 Restatement
of Previously Issued Financial Statements for further information regarding the restated
amounts. |
The allowance for loan losses increased by $34.0 million, or 47.8 percent, to $104.9
million as of March 31, 2009, compared to $71.0 million as of December 31, 2008. The increase in
the allowance for loan losses in 2009 was due primarily to the increased migration of loans into
more adverse risk rating categories and increases in non-performing and delinquent loans. See
Provision for Credit Losses. In addition, the allowance reflects higher estimated loss severity
arising from a softening economy, partially offset by our better collateral coverage on certain
impaired loans and the presence of guarantees. The ratio of the allowance for loan losses to total
gross loans substantially increased to 3.16 percent as of March 31, 2009, compared to 2.11 percent
as of December 31, 2008, primarily due to the overall increase of historical loss factors and
classified loans.
The Bank also recorded in Other Liabilities an allowance for off-balance sheet exposure,
primarily unfunded loan commitments, of $4.3 million and $4.1 million as of March 31, 2009 and
December 31, 2008, respectively. Based on managements evaluation and analysis of portfolio credit
quality and prevailing economic conditions, we believe these reserves are adequate for losses
inherent in the loan portfolio and off-balance sheet exposure as of March 31, 2009 and December 31,
2008.
33
Deposits
The following table shows the composition of deposits by type as of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Increase (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percentage |
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
Demand Noninterest-Bearing |
|
$ |
542,521 |
|
|
$ |
536,944 |
|
|
$ |
5,577 |
|
|
|
1.0 |
% |
Interest-Bearing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
82,824 |
|
|
|
81,869 |
|
|
|
955 |
|
|
|
1.2 |
% |
Money Market Checking and NOW Accounts |
|
|
308,383 |
|
|
|
370,401 |
|
|
|
(62,018 |
) |
|
|
(16.7 |
%) |
Time Deposits of $100,000 or More |
|
|
1,218,826 |
|
|
|
849,800 |
|
|
|
369,026 |
|
|
|
43.4 |
% |
Other Time Deposits |
|
|
1,043,555 |
|
|
|
1,231,066 |
|
|
|
(187,511 |
) |
|
|
(15.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits |
|
$ |
3,196,109 |
|
|
$ |
3,070,080 |
|
|
$ |
126,029 |
|
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits increased $126.0 million, or 4.1 percent, to $3,196.1 million as of March
31, 2009 from $3,070.1 million as of December 31, 2008, reflecting a successful deposit campaign
that was initiated to address liquidity concerns. The goals of the deposit campaign were to
increase total deposits and decrease brokered deposits.
We accept brokered deposits on a selective basis at prudent interest rates to augment deposit
growth. Brokered deposits decreased by $296.4 million from $874.2 million as of December 31, 2008
to $577.8 million as of March 31, 2009. The majority of our brokered deposits mature in less than
one year. Brokered deposits are not a guaranteed source of funds, which may affect our ability to
raise necessary liquidity.
On October 3, 2008, FDIC deposit insurance on most accounts was increased from $100,000 to
$250,000. This increase is in place until the end of 2009. As of March 31, 2009, time deposits of
$250,000 or more were $955.4 million.
Federal Home Loan Bank Advances and Other Borrowings
FHLB advances and other borrowings consist of advances from the FHLB of San Francisco and
overnight federal funds. As of March 31, 2009, advances from the FHLB were $311.1 million, a
decrease of $111.1 million, or 26.3 percent, from the December 31, 2008 balance of $422.2 million.
FHLB advances were utilized to fund loans or maintain liquidity due to favorable rates. There were
no overnight federal funds as of March 31, 2009 and December 31, 2008. FHLB advances as of March
31, 2009 with a remaining maturity of less than one year were $50.0 million, and the
weighted-average interest rate thereon was 3.46 percent.
Junior Subordinated Debentures
During the first half of 2004, we issued two junior subordinated notes bearing interest at the
three-month London InterBank Offered Rate (LIBOR) plus 2.90 percent totaling $61.8 million and
one junior subordinated note bearing interest at the three-month LIBOR plus 2.63 percent totaling
$20.6 million. The outstanding subordinated debentures related to these offerings, the proceeds of
which were used to finance the purchase of PUB, totaled $82.4 million as of December 31, 2008 and
2007. In October 2008, we committed to the FRB that no interest payments on the junior subordinated
debentures would be made without the prior written consent of the FRB. Therefore, in order to
preserve its capital position, Hanmi Financials Board of Directors has elected to defer quarterly
interest payments on its outstanding junior subordinated debentures until further notice, beginning
with the interest payment due on January 15, 2009.
34
INTEREST RATE RISK MANAGEMENT
Interest rate risk indicates our exposure to market interest rate fluctuations. The movement
of interest rates directly and inversely affects the economic value of fixed-income assets, which
is the present value of future cash flow discounted by the current interest rate; under the same
conditions, the higher the current interest rate, the higher the denominator of discounting.
Interest rate risk management is intended to decrease or increase the level of our exposure to
market interest rates. The level of interest rate risk can be managed through such means as the
changing of gap positions and the volume of fixed-income assets. For successful management of
interest rate risk, we use various methods to measure existing and future interest rate risk
exposures, giving effect to historical attrition rates of core deposits. In addition to regular
reports used in business operations, repricing gap analysis, stress testing and simulation modeling
are the main measurement techniques used to quantify interest rate risk exposure.
The following table shows the status of our gap position as of March 31, 2009, as restated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three |
|
|
After One |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months |
|
|
Year But |
|
|
|
|
|
|
|
|
|
|
|
|
Within |
|
|
But |
|
|
Within |
|
|
After |
|
|
Non- |
|
|
|
|
|
|
Three |
|
|
Within |
|
|
Five |
|
|
Five |
|
|
Interest- |
|
|
|
|
|
|
Months |
|
|
One Year |
|
|
Years |
|
|
Years |
|
|
Sensitive |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Due From Banks |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
230,950 |
|
|
$ |
230,950 |
|
Securities Purchased Under Agreements to Resell |
|
|
90,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000 |
|
Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
38,817 |
|
|
|
19,144 |
|
|
|
38,943 |
|
|
|
48,405 |
|
|
|
|
|
|
|
145,309 |
|
Floating Rate |
|
|
3,303 |
|
|
|
|
|
|
|
11,456 |
|
|
|
4,344 |
|
|
|
|
|
|
|
19,103 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
265,513 |
|
|
|
216,768 |
|
|
|
530,933 |
|
|
|
334,641 |
|
|
|
|
|
|
|
1,347,855 |
|
Floating Rate |
|
|
1,677,271 |
|
|
|
33,320 |
|
|
|
104,755 |
|
|
|
1,013 |
|
|
|
|
|
|
|
1,816,359 |
|
Non-Accrual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,508 |
|
|
|
155,508 |
|
Deferred Loan Fees and Allowance for Loan Losses
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106,283 |
) |
|
|
(106,283 |
) |
Federal Home Loan Bank and Federal Reserve
Bank Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,925 |
|
|
|
|
|
|
|
40,925 |
|
Other Assets (1) |
|
|
|
|
|
|
25,710 |
|
|
|
|
|
|
|
7,847 |
|
|
|
107,612 |
|
|
|
141,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets (1) |
|
$ |
2,074,904 |
|
|
$ |
294,942 |
|
|
$ |
686,087 |
|
|
$ |
437,175 |
|
|
$ |
387,787 |
|
|
$ |
3,880,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Deposits |
|
$ |
33,976 |
|
|
$ |
109,364 |
|
|
$ |
262,475 |
|
|
$ |
136,706 |
|
|
$ |
|
|
|
$ |
542,521 |
|
Savings |
|
|
15,868 |
|
|
|
27,383 |
|
|
|
33,069 |
|
|
|
6,504 |
|
|
|
|
|
|
|
82,824 |
|
Money Market Checking and NOW Accounts |
|
|
44,979 |
|
|
|
86,845 |
|
|
|
100,427 |
|
|
|
76,132 |
|
|
|
|
|
|
|
308,383 |
|
Time Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
627,242 |
|
|
|
1,600,825 |
|
|
|
34,224 |
|
|
|
34 |
|
|
|
|
|
|
|
2,262,325 |
|
Floating Rate |
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
Federal Home Loan Bank Advances and Other
Borrowings |
|
|
253,278 |
|
|
|
54,657 |
|
|
|
4,673 |
|
|
|
228 |
|
|
|
|
|
|
|
312,836 |
|
Junior Subordinated Debentures |
|
|
82,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,406 |
|
Other Liabilities |
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,158 |
|
|
|
41,301 |
|
Stockholders Equity (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
248,243 |
|
|
|
248,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity (1) |
|
$ |
1,057,948 |
|
|
$ |
1,879,074 |
|
|
$ |
434,868 |
|
|
$ |
219,604 |
|
|
$ |
289,401 |
|
|
$ |
3,880,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repricing Gap |
|
$ |
1,016,956 |
|
|
$ |
(1,584,132 |
) |
|
$ |
251,219 |
|
|
$ |
217,571 |
|
|
$ |
98,386 |
|
|
$ |
|
|
Cumulative Repricing Gap |
|
$ |
1,016,956 |
|
|
$ |
(567,176 |
) |
|
$ |
(315,957 |
) |
|
$ |
(98,386 |
) |
|
$ |
|
|
|
$ |
|
|
Cumulative Repricing Gap as a Percentage of
Total Assets (1) |
|
|
26.20 |
% |
|
|
(14.61 |
%) |
|
|
(8.14 |
%) |
|
|
(2.54 |
%) |
|
|
|
|
|
|
|
|
Cumulative Repricing Gap as a Percentage of
Interest-Earning Assets |
|
|
29.40 |
% |
|
|
(16.39 |
%) |
|
|
(9.13 |
%) |
|
|
(2.84 |
%) |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restated. See Notes to Consolidated Financial Statements (Unaudited), Note 2
Restatement of Previously Issued Financial Statements for further information regarding
the restated amounts. |
The repricing gap analysis measures the static timing of repricing risk of assets and
liabilities (i.e., a point-in-time analysis measuring the difference between assets maturing or
repricing in a period and liabilities maturing or repricing within the same period). Assets are
assigned to maturity and repricing categories based on their expected repayment or repricing dates,
and liabilities are assigned based on their repricing or maturity dates. Core deposits that have no
maturity dates (demand deposits, savings, money market checking and NOW accounts) are assigned to
categories based on expected decay rates.
35
As of March 31, 2009, the cumulative repricing gap for the three-month period was
asset-sensitive position and 29.40 percent of interest-earning assets, which decreased from the
previous quarters figure of 31.20 percent. The decrease was caused primarily by a decrease of
$221.7 million in floating rate loans with maturities or expected to reprice within three months,
partially offset by a decrease of $108.5 million in FHLB advances and other borrowings with
maturities or expected to reprice within three months. The cumulative repricing gap for the
twelve-month period was liability-sensitive position and 16.39 percent of interest-earning assets,
which decreased from the previous quarters figure of 4.08 percent. The decrease was caused
primarily by a decrease of $223.4 million in floating rate loans with maturities or expected to
reprice within twelve months and an increase of $303.6 million in fixed rate time deposits with
maturities or expected to reprice within twelve months, partially offset by a decrease of $104.1
million in FHLB advances and other borrowings with maturities or expected to reprice within twelve
months.
|
|
The following table summarizes the status of the cumulative gap position as of the dates
indicated. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than Three Months |
|
Less Than Twelve Months |
|
|
March 31, |
|
December 31, |
|
March 31, |
|
December 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
Cumulative Repricing Gap |
|
$ |
1,016,956 |
|
|
$ |
1,126,633 |
|
|
$ |
(567,176 |
) |
|
$ |
(147,200 |
) |
Cumulative Repricing Gap as a Percentage of Total Assets (1) |
|
|
26.20 |
% |
|
|
29.07 |
% |
|
|
(14.61 |
%) |
|
|
(3.80 |
%) |
Cumulative Repricing Gap as a Percentage of Interest-Earning Assets |
|
|
29.40 |
% |
|
|
31.20 |
% |
|
|
(16.39 |
%) |
|
|
(4.08 |
%) |
|
|
|
(1) |
|
Restated. See Notes to Consolidated Financial Statements (Unaudited), Note 2
Restatement of Previously Issued Financial Statements for further information regarding
the restated amounts. |
The spread between interest income on interest-earning assets and interest expense on
interest-bearing liabilities is the principal component of net interest income, and interest rate
changes substantially affect our financial performance. We emphasize capital protection through
stable earnings rather than maximizing yield. In order to achieve stable earnings, we prudently
manage our assets and liabilities and closely monitor the percentage changes in net interest income
and equity value in relation to limits established within our guidelines.
To supplement traditional gap analysis, we perform simulation modeling to estimate the
potential effects of interest rate changes. The following table summarizes one of the stress
simulations performed to forecast the impact of changing interest rates on net interest income and
the market value of interest-earning assets and interest-bearing liabilities reflected on our
balance sheet (i.e., an instantaneous parallel shift in the yield curve of the magnitude
indicated). This sensitivity analysis is compared to policy limits, which specify the maximum
tolerance level for net interest income exposure over a one-year horizon, given the basis point
adjustment in interest rates reflected below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Shock Table |
|
|
Percentage Changes |
|
Change in Amount |
Change in |
|
Net |
|
Economic |
|
Net |
|
Economic |
Interest |
|
Interest |
|
Value of |
|
Interest |
|
Value of |
Rate |
|
Income |
|
Equity |
|
Income |
|
Equity |
(Dollars in Thousands) |
200% |
|
|
12.75 |
% |
|
|
(11.23 |
%) |
|
$ |
14,198 |
|
|
$ |
(51,248 |
) |
100% |
|
|
6.72 |
% |
|
|
(5.65 |
%) |
|
$ |
7,487 |
|
|
$ |
(25,790 |
) |
(100%) |
|
|
(11.71 |
%) |
|
|
9.62 |
% |
|
$ |
(5,972 |
) |
|
$ |
78,534 |
|
(200%) |
|
|
(23.67 |
%) |
|
|
18.88 |
% |
|
$ |
(20,249 |
) |
|
$ |
123,682 |
|
The estimated sensitivity does not necessarily represent our forecast and the results
may not be indicative of actual changes to our net interest income. These estimates are based upon
a number of assumptions including: the nature and timing of interest rate levels including yield
curve shape, prepayments on loans and securities, pricing strategies on loans and deposits, and
replacement of asset and liability cash flows. While the assumptions used are based on current
economic and local market conditions, there is no assurance as to the predictive nature of these
conditions, including how customer preferences or competitor influences might change.
36
LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
In order to ensure adequate levels of capital, the Board continually assesses projected
sources and uses of capital in conjunction with projected increases in assets and levels of risk.
Management considers, among other things, earnings generated from operations, and access to capital
from financial markets through the issuance of additional securities, including common stock or
notes, to meet our capital needs. Total stockholders equity was $248.2 million as of March 31,
2009, which represented a decrease of $15.7 million, or 5.9 percent, compared to $263.9 million as
of December 31, 2008.
Although both Hanmi Financial and the Bank were well-capitalized as of March 31, 2009, there
can be no assurance that we will continue to be well-capitalized. We have applied to participate in
the TARP CPP for an investment of up to $105 million from the Treasury, but we are still waiting a
final decision from the Treasury as to whether we will be able to participate in this program. We
are exploring alternative funding arrangements for raising capital if we are unable to participate
in the TARP CPP.
Liquidity Hanmi Financial
Hanmi Financial is a company separate and apart from the Bank that must provide for its own
liquidity. Substantially all of Hanmi Financials revenues are obtained from dividends declared and
paid by the Bank. Under applicable California law, the Bank cannot make any distribution (including
a cash dividend) to its shareholder (Hanmi Financial) in an amount which exceeds the lesser of: (i)
the retained earnings of the Bank or (ii) the net income of the Bank for its last three fiscal
years, less the amount of any distributions made by the Bank to its shareholder during such period.
Notwithstanding the foregoing, with the prior approval of the California Commissioner of Financial
Institutions, the Bank may make a distribution (including a cash dividend) to Hanmi Financial in an
amount not exceeding the greatest of: (i) the retained earnings of the Bank; (ii) the net income of
the Bank for its last fiscal year; or (iii) the net income of the Bank for its current fiscal year.
The Bank currently has deficit retained earnings and has suffered net losses in 2007, 2008 and
2009. As a result, the California Financial Code does not provide authority for the Bank to declare
a dividend to Hanmi Financial, with or without Commissioner approval. In addition, the Bank is
prohibited by the MOU described in Notes to Consolidated Financial Statements (Unaudited), Note 11
Regulatory Matters from paying dividends to Hanmi Financial unless it receives prior regulatory
approval.
Currently, management believes that Hanmi Financial, on a stand-alone basis, has adequate
liquid assets through December 31, 2009 to meet its operating cash needs. On August 29, 2008, we
elected to suspend payment of quarterly dividends on our common stock in order to preserve our
capital position. In addition, Hanmi Financial has also elected to defer quarterly interest
payments on its outstanding junior subordinated debentures until further notice, beginning with the
interest payment due on January 15, 2009. As of March 31, 2009, Hanmi Financials liquid assets,
including amounts deposited with the Bank, totaled $3.6 million, up from $2.2 million as of
December 31, 2008.
Liquidity Hanmi Bank
Management believes that Hanmi Bank, on a stand-alone basis, has adequate liquid assets to
meet its current obligations, which include deposits and FHLB borrowings. In addition to its
deposits, the Banks principal source of liquidity is its ability to utilize borrowings, as needed.
The Banks primary source of borrowings is the FHLB. The Bank is eligible to borrow up to 20
percent of its total assets from the FHLB. The Bank has pledged investment securities available for
sale and loans receivable as collateral with the FHLB for this borrowing facility. As of March 31,
2009, the total borrowing capacity available based on pledged collateral and the remaining
available borrowing capacity were $732.9 million and $421.8 million, respectively.
37
As of March 31, 2009, the Banks FHLB borrowings totaled $311.1 million, representing 8.0
percent of total assets. As of May 6, 2009, the Banks FHLB borrowings totaled $311.0 million and
the remaining available borrowing capacity was $316.5 million. The amount that the FHLB is willing
to advance differs based on the quality and character of qualifying collateral offered by the Bank,
and the advance rates for qualifying collateral may be adjusted upwards or downwards by the FHLB
from time to time. To the extent deposit renewals and deposit growth are not sufficient to fund
maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans and
investment securities and otherwise fund working capital needs and capital expenditures, the Bank
may utilize the remaining borrowing capacity from its FHLB borrowing arrangement.
As an additional source of funding, we significantly increased our borrowing capacity with the
FRB. On December 31, 2008, we received approval for participation in the Borrower-in-Custody
Program, where a broad range of loans may be pledged and borrowed against it through the Fed
Discount Window. We may also pledge securities available for sale on this short-term (generally not
to exceed three months) borrowing facility. As of March 31, 2009, the carrying value of loans
pledged as collateral with the FRB amounted to $1,104.9 million and there were no pledges of
investment securities available for sale. As of March 31, 2009, we had $828.7 million available for
use through this short-term borrowing facility and there were no borrowings. As of May 6, 2009, the
carrying value of loans pledged as collateral with the FRB amounted to $1,036.8 million and there
were no pledges of investment securities available for sale. Effective April 27, 2009, the FRB
changed lendable values for group deposited loans pledged by all participating institutions for the
Fed Discount Window to reflect recent trends in the values of some types of loans. For the types of
our loans pledged to the Fed Discount Window, the lendable value used to calculate total borrowing
capacity was changed from 75 percent to 65 percent. As of May 6, 2009, we had $673.9 million
available for use through this short-term borrowing facility and there were no borrowings.
When the FHLB and FRB borrowing facilities are combined, the total borrowing capacity
available based on pledged collateral and the remaining available borrowing capacity were $1,561.6
million and $1,250.5 million, respectively, as of March 31, 2009, and $1,301.4 million and $990.4
million, respectively, as of May 6, 2009.
As a means of augmenting our current liquidity sources, we are participating in the FDIC Debt
Guarantee Program, which will enable us to issue up to two percent of our liabilities
(approximately $70.0 million) in senior unsecured debt. Given that there is no cost involved in our
participation if we do not issue debt under the program, we believe continuing to participate in
the Debt Guarantee Program helps us to maintain a cushion of extra liquidity.
In March 2009, we completed a deposit campaign, which was initiated in mid-December 2008, to
help address our liquidity needs. The goals of the deposit campaign were to increase total deposits
and decrease brokered deposits. As a result, total deposits increased by $126.0 million from
$3,070.1 million as of December 31, 2008 to $3,196.1 million as of March 31, 2009. Brokered
deposits decreased by $296.4 million from $874.2 million as of December 31, 2008 to $577.8 million
as of March 31, 2009.
Current market conditions have also limited the Banks liquidity sources principally to
secured funding outlets, such as the FHLB and FRB, in addition to deposits originated through the
Banks branch network and from brokered deposits. There can be no assurance that actions by the
FHLB or FRB would not reduce the Banks borrowing capacity or that we would be able to continue to
replace deposits at competitive rates. If the Banks capital ratio falls below well capitalized,
the Bank would need regulatory consent before accepting brokered deposits. Over the next 12 months,
approximately $2.2 billion of time deposits will mature. Although current prevailing market rates
are much lower than the rates of these time deposits, there can be no assurances that we will be
able to replace these time deposits with other deposits. Such events could have a material adverse
impact on our results of operations and financial condition. However, if we are unable to replace
these maturing deposits with new deposits, we believe that we have adequate liquidity resources to
fund this need with our secured funding outlets with the FHLB and FRB.
38
Capital Ratios
The regulatory agencies require a minimum ratio of qualifying total capital to risk-weighted
assets of 8.0 percent and a minimum ratio of Tier 1 capital to risk-weighted assets of 4.0 percent.
In addition to the risk-based guidelines, regulators require banking organizations to maintain a
minimum ratio of Tier 1 capital to average total assets, referred to as the leverage ratio, of 4.0
percent. For a bank rated in the highest of the five categories used by regulators to rate banks,
the minimum leverage ratio is 3.0 percent. In addition to these uniform risk-based capital
guidelines that apply across the industry, the regulators have the discretion to set individual
minimum capital requirements for specific institutions at rates significantly above the minimum
guidelines and ratios.
As of March 31, 2009, Hanmi Financials Tier 1 capital (stockholders equity plus junior
subordinated debentures less intangible assets) was $321.6 million. This represented a decrease of
$16.5 million, or 4.9 percent, over Tier 1 capital of $338.0 million as of December 31, 2008. The
capital ratios of Hanmi Financial and Hanmi Bank were as follows as of March 31, 2009 (restated):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
|
Minimum to Be |
|
|
|
|
|
|
|
|
|
|
Regulatory |
|
Categorized as |
|
|
Actual |
|
Requirement |
|
Well-Capitalized |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
|
|
|
Total Capital (to Risk-Weighted Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hanmi Financial |
|
$ |
365,925 |
|
|
|
10.57 |
% |
|
$ |
276,871 |
|
|
|
8.00 |
% |
|
|
N/A |
|
|
|
N/A |
|
Hanmi Bank |
|
$ |
363,060 |
|
|
|
10.50 |
% |
|
$ |
276,620 |
|
|
|
8.00 |
% |
|
$ |
345,775 |
|
|
|
10.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital (to Risk-Weighted
Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hanmi Financial |
|
$ |
321,579 |
|
|
|
9.29 |
% |
|
$ |
138,436 |
|
|
|
4.00 |
% |
|
|
N/A |
|
|
|
N/A |
|
Hanmi Bank |
|
$ |
318,835 |
|
|
|
9.22 |
% |
|
$ |
138,310 |
|
|
|
4.00 |
% |
|
$ |
207,465 |
|
|
|
6.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital (to Average Total Assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hanmi Financial |
|
$ |
321,579 |
|
|
|
8.16 |
% |
|
$ |
157,702 |
|
|
|
4.00 |
% |
|
|
N/A |
|
|
|
N/A |
|
Hanmi Bank |
|
$ |
318,835 |
|
|
|
8.10 |
% |
|
$ |
157,487 |
|
|
|
4.00 |
% |
|
$ |
196,859 |
|
|
|
5.00 |
% |
See Notes to Consolidated Financial Statements (Unaudited), Note 2 Restatement of
Previously Issued Financial Statements for further information regarding the restated amounts. See
Regulatory Matters for further discussion regarding capital ratio requirements.
We will continue to closely evaluate our capital levels to determine the need to raise
additional capital, and intend to maintain our well capitalized position for regulatory purposes.
Government Programs
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the EESA) was enacted
to restore confidence and stabilize the volatility in the U.S. banking system and to encourage
financial institutions to increase their lending to customers and to each other. Initially
introduced as the TARP, the EESA authorized the Treasury to purchase from financial institutions
and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and
certain other financial instruments, including debt and equity securities issued by financial
institutions and their holding companies in a troubled asset relief program. Initially, $350
billion, or half of the $700 billion, was made immediately available to the Treasury. On January
15, 2009, the remaining $350 billion was released to the Treasury.
On October 14, 2008, the Treasury announced its intention to inject capital into nine large
U.S. financial institutions under the TARP CPP, and since has injected capital into many other
financial institutions. The Treasury initially allocated $250 billion towards the TARP CPP. We have
filed an application for TARP CPP funds, which remains pending with the Treasury. Under the terms
of the TARP CPP, if Hanmi Financial enters into a Securities Purchase Agreement with the Treasury
to sell to the Treasury preferred stock and warrants, we would be prohibited from increasing
dividends on our common stock, and from making certain repurchases of equity securities, including
our common stock, without the Treasurys consent. Furthermore, as long as the preferred stock
issued to the Treasury under the TARP CPP is outstanding, dividend payments and repurchases or
redemptions relating to certain equity securities, including common stock, are prohibited until all
accrued and unpaid dividends are paid on such preferred stock, subject to certain limited
exceptions.
39
We have applied to participate in the TARP CPP for an investment of up to $105 million from
the Federal Government, but we are still waiting a final decision from the Treasury as to whether
we will be able to participate in this program.
On February 10, 2009, the Treasury and the federal bank regulatory agencies announced in a
Joint Statement a new Financial Stability Plan, which would include additional capital support for
banks under a Capital Assistance Program, a public-private investment fund to address existing bank
loan portfolios and expanded funding for the FRBs pending Term Asset-Backed Securities Loan
Facility to restart lending and the securitization markets.
On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (ARRA) was signed
into law by President Obama. The ARRA includes a wide variety of programs intended to stimulate the
economy and provide for extensive infrastructure, energy, health and education needs. In addition,
the ARRA imposes certain new executive compensation and corporate expenditure limits on all current
and future TARP recipients until the institution has repaid the Treasury, which is now permitted
under the ARRA without penalty and without the need to raise new capital, subject to the Treasurys
consultation with the recipients appropriate regulatory agency.
The executive compensation standards are more stringent than those currently in effect under
the TARP CPP or those previously proposed by the Treasury. The new standards include (but are not
limited to): (i) prohibitions on bonuses, retention awards and other incentive compensation, other
than restricted stock grants which do not fully vest during the TARP period up to one-third of an
employees total annual compensation; (ii) prohibitions on golden parachute payments for departure
from a company; (iii) an expanded clawback of bonuses, retention awards and incentive compensation
if payment is based on materially inaccurate statements of earnings, revenues, gains or other
criteria; (iv) prohibitions on compensation plans that encourage manipulation of reported earnings;
(v) retroactive review of bonuses, retention awards and other compensation previously provided by
TARP recipients if found by the Treasury to be inconsistent with the purposes of the TARP or
otherwise contrary to public interest; (vi) required establishment of a company-wide policy
regarding excessive or luxury expenditures; and (vii) inclusion in a participants proxy
statements for annual shareholder meetings of a non-binding Say on Pay shareholder vote on the
compensation of executives. If Hanmi Financial were to receive TARP CPP funds, we would be required
to comply with these requirements and additionally other requirements adopted in the new
legislation as discussed below.
On February 25, 2009, the Treasury announced the terms and conditions with respect to the
Capital Assistance Program (CAP) including: (i) that the CAP will include stress test
assessments of major banks and that should the stress test indicate that an additional capital
buffer is warranted, institutions will have an opportunity to turn first to private sources of
capital; otherwise the temporary capital buffer will be made available from the government; (ii)
such additional government capital will be in the form of mandatory convertible preferred shares,
which would be converted into common equity shares only as needed over time to keep banks in a
well-capitalized position and can be retired under improved financial conditions before the
conversion becomes mandatory; and (iii) previous capital injections under the TARP CPP will also be
eligible to be exchanged for the mandatory convertible preferred shares. The conversion of
preferred shares to common equity shares would enable institutions to maintain or enhance the
quality of their capital by increasing their tangible common equity capital ratios; however, such
conversions would necessarily dilute the interests of existing shareholders.
Regulatory Matters
Hanmi Financial and the Bank are subject to extensive federal and state supervision and
regulation by certain regulatory agencies. In connection with such supervision and their recent
examinations, the regulatory agencies will require that certain deficiencies in our policies,
procedures or activities be corrected in the future. If such matters are not corrected in the
future or significant progress is not made on such matters, then Hanmi Financial and/or the Bank
may face additional regulatory action that may have an impact on the operations of Hanmi Financial
and the Bank.
40
On October 8, 2008, the members of the Board of the Bank entered into an informal supervisory
agreement (a memorandum of understanding) with the Regulators to address certain issues raised in
the Banks most recent regulatory examination by the DFI on March 10, 2008. Certain of the issues
to be addressed by management under the terms of the memorandum of understanding relate to the
following, among others: (i) Board and senior management maintenance and succession planning; (ii)
Board oversight and education; (iii) Board assessment and enhancement; (iv) loan policies and
procedures; (v) allowance for loan losses policies and procedures; (vi) liquidity and funds
management policies; (vii) strategic planning; (viii) capital maintenance, including a requirement
that the Bank maintain a minimum Tier 1 leverage ratio and tangible stockholders equity to total
tangible assets ratio of not less than 8.0 percent; and (ix) restrictions on the payment of
dividends without the Regulators prior approval. As of March 31, 2009, the Bank had a Tier 1
leverage ratio of 8.10 percent and tangible stockholders equity to total tangible assets ratio of
8.28 percent, both above the required 8.0 percent levels. As of December 31, 2008, the Bank had a
Tier 1 leverage ratio of 8.85 percent and tangible stockholders equity to total tangible assets
ratio of 8.68 percent.
The Board and management are committed to addressing and resolving the issues raised in the
memorandum of understanding on a timely basis. Since completion of the March 10, 2008 regulatory
examination, actions have already been undertaken to resolve or make progress on many of the issues
raised by the memorandum of understanding.
Separately, Hanmi Financial has committed to the FRB that it will adopt a consolidated capital
plan to augment and maintain a sufficient consolidated capital position. In addition, Hanmi
Financial has agreed that it will not (i) declare or pay any dividends or make any payments on its
junior subordinated debentures or any other capital distributions without the prior written consent
of the FRB, and (ii) incur, increase or renew any existing debt or purchase, redeem or otherwise
acquire any of its capital stock without the prior written consent of the FRB. In order to preserve
its capital position, the Board of Hanmi Financial has elected to defer quarterly interest payments
on its outstanding junior subordinated debentures until further notice, beginning with the interest
payment due on January 15, 2009. Finally, Hanmi Financial has agreed to provide prior written
notice and obtain the consent of the FRB prior to appointing any new directors or senior executive
officers.
Dividends
The ability of Hanmi Financial to pay dividends to our stockholders is directly dependent on
the ability of the Bank to pay dividends to Hanmi Financial. Section 642 of the California
Financial Code provides that neither a California state-chartered bank nor a majority-owned
subsidiary of a bank can pay dividends to its stockholders in an amount which exceeds the lesser of
(a) the retained earnings of the bank; or (b) the net income of the bank for its last three fiscal
years, in each case less the amount of any previous distributions made during such period. Because
of the net loss incurred by the Bank in 2007, the Bank is currently not able to pay dividends to
Hanmi Financial under Section 642. Financial Code Section 643 provides, alternatively, that,
notwithstanding the foregoing restriction, dividends in an amount not exceeding the greatest of (a)
the retained earnings of the bank; (b) the net income of the bank for its last fiscal year; or (c)
the net income of the bank for its current fiscal year may be declared with the prior approval of
the California Commissioner of Financial Institutions (the Commissioner). The Bank had a retained
deficit of $57.7 million and $53.5 million as of March 31, 2009 and December 31, 2008,
respectively. Because of the net loss for the first three months of 2009, neither Section 642 or
643 is currently available to the Bank to declare a dividend to Hanmi Financial. Although dividends
from the Bank constitute the primary source of income to Hanmi Financial, Hanmi Financial has other
limited sources of income including cash, earnings on assets held at the holding company and funds
otherwise obtained from capital raising efforts at Hanmi Financial. Use of such funds for payments
of interest or dividends is subject to receipt of prior regulatory approval.
Similarly, the net loss for 2008 requires prior FRB approval of bank dividends in 2009 to
Hanmi Financial. FRB Regulation H Section 208.5 provides that the Bank must obtain FRB approval to
declare and pay a dividend if the total of all dividends declared during the calendar year,
including the proposed dividend, exceeds the sum of the Banks net income during the current
calendar year and the retained net income of the prior two calendar years. If permitted by
regulation and subject to the discretion of the Board, the Bank will seek prior approval from the
Regulators to pay cash dividends to Hanmi Financial. There can be no assurance when or if these
approvals would be granted, or that, even if granted, the Board would authorize cash dividends to
our stockholders.
41
On August 29, 2008, the Board of Hanmi Financial announced that it had decided to suspend
the quarterly cash dividend previously paid in order to maintain liquidity and conserve capital. In
addition, the Board of Hanmi Financial announced that it has decided to start deferring interest
payments on its junior subordinated debentures. Pursuant to the documents governing the junior
subordinated debentures, Hanmi Financial is prohibited from paying dividends on its common stock
while it is deferring interest payments. Hanmi Financial may defer interest payments on its junior
subordinate debentures for up to 20 consecutive quarters before it would be considered to be in
default under the instruments governing the junior subordinated debentures. Future dividend
payments are subject to the future earnings, legal and regulatory requirements, including the
pre-approval from the FRB, and the discretion of the Board. The Board reviews the prudence of a
dividend each quarter.
OFF-BALANCE SHEET ARRANGEMENTS
For a discussion of off-balance sheet arrangements, see Note 8 Off-Balance Sheet
Commitments of Notes to Consolidated Financial Statements (Unaudited) in this Report and Item 1.
Business Off-Balance Sheet Commitments in our Annual Report on Form 10-K for the year ended
December 31, 2008.
CONTRACTUAL OBLIGATIONS
There were no material changes to the contractual obligations described in our Annual Report
on Form 10-K for the year ended December 31, 2008.
RECENTLY ISSUED ACCOUNTING STANDARDS
FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments - In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, which requires
disclosures about fair value of financial instruments in interim reporting periods of publicly
traded companies that were previously only required to be disclosed in annual financial statements.
The provisions of FSP No. FAS 107-1 and APB 28-1 are effective for the interim and annual reporting
periods ending after June 15, 2009. If a reporting entity elects to adopt early either FSP No. FAS
157-4 or FSP Nos. FAS 115-2 and FAS 124-2, the reporting entity also is required to adopt early
this FSP. This FSP does not require disclosures for earlier periods presented for comparative
purposes at initial adoption. In periods after initial adoption, this FSP requires comparative
disclosures only for periods ending after initial adoption. We will adopt FSP No. FAS 107-1 and APB
28-1 in the second quarter of 2009 and are currently evaluating the effect that the provisions of
FSP No. FAS 107-1 and APB 28-1 may have on our financial condition and results of operations.
FSP Nos. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments - In April 2009, the FASB issued FSP Nos. FAS 115-2 and FAS 124-2, which amends
current other-than-temporary impairment guidance in GAAP for debt securities to make the guidance
more operational and to improve the presentation and disclosure of other-than-temporary impairments
on debt and equity securities in the financial statements. This FSP does not amend existing
recognition and measurement guidance related to other-than-temporary impairments of equity
securities. The provisions of FSP Nos. FAS 115-2 and FAS 124-2 are effective for the interim and
annual reporting periods ending after June 15, 2009. If a reporting entity elects to adopt early
either FSP No. FAS 157-4 or FSP No. FAS 107-1 and APB 28-1, the reporting entity also is required
to adopt early this FSP. This FSP does not require disclosures for earlier periods presented for
comparative purposes at initial adoption. In periods after initial adoption, this FSP requires
comparative disclosures only for periods ending after initial adoption. We will adopt FSP Nos. FAS
115-2 and FAS 124-2 in the second quarter of 2009 and are currently evaluating the effect that the
provisions of FSP Nos. FAS 115-2 and FAS 124-2 may have on our financial condition and results of
operations.
42
FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly - In
April 2009, the FASB issued FSP No. 157-4, which provides additional guidance for estimating fair
value in accordance with SFAS No. 157 when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on identifying
circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there
has been a significant decrease in the volume and level of activity for the asset or liability and
regardless of the valuation technique(s) used, the objective of a fair value measurement remains
the same. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between
market participants at the measurement date under current market conditions. The provisions of FSP
No. FAS 157-4 are effective for the interim and annual reporting periods ending after June 15,
2009. If a reporting entity elects to adopt early either FSP Nos. FAS 115-2 and FAS No. 124-2 or
FSP No. FAS 107-1 and APB 28-1, the reporting entity also is required to adopt early this FSP. This
FSP does not require disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, this FSP requires comparative disclosures only for
periods ending after initial adoption. We will adopt FSP No. FAS 157-4 in the second quarter of
2009 and are currently evaluating the effect that the provisions of FSP No. FAS 157-4 may have on
our financial condition and results of operations.
FSP EITF 99-20-1, Amendments to the Impairment Guidance of Emerging Issues Task Force
(EITF) Issue No. 99-20 - In January 2009, the FASB issued FSP EITF 99-20-1, which revises the
OTTI guidance on beneficial interests in securitized financial assets that are within the scope of
EITF Issue No. 99-20. FSP EITF 99-20-1 amends EITF Issue No. 99-20 to more closely align its OTTI
guidance with paragraph 16 of SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities, by (1) removing the notion of a market participant and (2) inserting a probable
concept related to the estimation of a beneficial interests cash flows. FSP EITF 99-20-1 is
effective prospectively for interim and annual periods ending after December 15, 2008.
Retrospective application of FSP EITF 99-20-1 is prohibited. The adoption of this guidance did not
have a material effect on our financial condition, results of operations or cash flows.
EITF Issue No. 08-5, Issuers Accounting for Liabilities Measured at Fair Value With a
Third-Party Credit Enhancement - In September 2008, the FASB ratified EITF Issue No. 08-5, which
provides guidance for measuring liabilities issued with an attached third-party credit enhancement
(such as a guarantee). It clarifies that the issuer of a liability with a third-party credit
enhancement (such as a guarantee) should not include the effect of the credit enhancement in the
fair value measurement of the liability. EITF Issue 08-5 is effective for the first reporting
period beginning after December 15, 2008. The adoption of this guidance did not have a material
effect on our financial condition, results of operations or cash flows.
FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities - In June 2008, the FASB issued FSP EITF 03-6-1, which clarified
that all outstanding unvested share-based payment awards that contain rights to non-forfeitable
dividends participate in undistributed earnings with common stockholders. Awards of this nature are
considered participating securities and the two-class method of computing basic and diluted
earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008 and did not have a significant impact on our financial condition or results of
operations.
FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets - In April 2008,
the FASB issued FSP No. FAS 142-3, which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a recognized intangible asset
under SFAS No. 142, Goodwill and Other Intangible Assets. FSP No. FAS 142-3 is intended to
improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142
and the period of expected cash flows used to measure the fair value of the asset under SFAS No.
141(R) and other GAAP. FSP No. FAS 142-3 is effective for fiscal years beginning after December 15,
2008 and did not have a significant impact on our financial condition, results of operations or
cash flows.
43
SFAS No. 160, Non-Controlling Interest in Consolidated Financial Statements an Amendment
of ARB No. 51 - In December 2007, the FASB issued SFAS No. 160, which requires that a
non-controlling interest in a subsidiary (i.e., minority interest) be reported in the equity
section of the consolidated balance sheet instead of being reported as a liability or in the
mezzanine section between debt and equity. It also requires that the consolidated statement of
operations include net income attributable to both the parent and non-controlling interest of a
consolidated subsidiary. In addition, regardless of whether the parent purchases additional
ownership interest, sells a portion of its ownership interest in a subsidiary or the subsidiary
participates in a transaction that changes the parents ownership interest, as long as the parent
retains controlling interest, the transaction is considered an equity transaction. SFAS No. 160 is
effective for annual periods beginning after December 15, 2008 and did not have a significant
impact on our financial condition or results of operations.
SFAS No. 141(R), Business Combinations - In December 2007, the FASB issued SFAS No. 141(R),
which replaces SFAS No. 141, Business Combinations. SFAS No. 141(R) establishes principles and
requirements for how an acquiring company (1) recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the
acquiree; (2) recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and (3) determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. SFAS
No. 141(R) is effective for business combinations occurring on or after the beginning of the fiscal
year beginning on or after December 15, 2008. SFAS No. 141(R), effective for us on January 1, 2009,
applies to all transactions or other events in which we obtain control in one or more businesses.
Management will assess each transaction on a case-by-case basis as they occur.
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ITEM 3. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
For quantitative and qualitative disclosures regarding market risks in Hanmi Banks portfolio,
see Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
- Interest Rate Risk Management and - Liquidity and Capital Resources.
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ITEM 4. |
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CONTROLS AND PROCEDURES |
As of March 31, 2009, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures and
internal controls over financial reporting. Based upon that evaluation and due to the restatement
of the unaudited consolidated financial statements as of and for the three months ended March 31,
2009, we concluded that our disclosure controls and procedures were not effective as of March 31,
2009, as discussed in the Explanatory Note to this Amendment No. 1 to the Quarterly Report on
Form 10-Q/A for the period ended March 31, 2009.
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
controls and other procedures designed to ensure that information required to be disclosed in
Exchange Act reports is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed in
Exchange Act reports is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
No change in our internal controls over financial reporting occurred during the quarter ended
March 31, 2009, that has materially affected, or is reasonably likely to materially affect, such
internal control over financial reporting.
44
PART II OTHER INFORMATION
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ITEM 1. |
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LEGAL PROCEEDINGS |
From time to time, Hanmi Financial and its subsidiaries are parties to litigation that arises
in the ordinary course of business, such as claims to enforce liens, claims involving the
origination and servicing of loans, and other issues related to the business of Hanmi Financial and
its subsidiaries. In the opinion of management, the resolution of any such issues would not have a
material adverse impact on the financial condition, results of operations, or liquidity of Hanmi
Financial or its subsidiaries.
There were no material changes in the risk factors previously disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2008 that was filed on March 13, 2009.
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ITEM 2. |
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
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ITEM 3. |
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DEFAULTS UPON SENIOR SECURITIES |
None.
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ITEM 4. |
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
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ITEM 5. |
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OTHER INFORMATION |
None.
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Exhibit |
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Number |
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Document |
3.1
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Amended and Restated Certificate of Incorporation of Hanmi Financial Corporation (9) |
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3.2
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Certificate of Second Amendment of Certificate of Incorporation of Hanmi Financial Corporation (9) |
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3.3
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Amended and Restated Bylaws of Hanmi Financial Corporation (9) |
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3.4
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Certificate of Amendment to Bylaws of Hanmi Financial Corporation (9) |
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10.1
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Amended and Restated Trust Agreement of Hanmi Capital Trust I dated as of January 8, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust
Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein
(3) |
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10.2
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Hanmi Capital Trust I Junior Subordinated Indenture dated as of January 8, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank
Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.1) (3) |
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10.3
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Hanmi Capital Trust I Guarantee Agreement dated as of January 8, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche
Bank Trust Company Americas, as Guarantee Trustee (3) |
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10.4
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Hanmi Capital Trust I Form of Common Securities Certificate (included as exhibit B to Exhibit 10.1) (3) |
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10.5
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Hanmi Capital Trust I Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.1) (3) |
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10.6
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Amended and Restated Trust Agreement of Hanmi Capital Trust II dated as of March 15, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust
Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein
(3) |
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10.7
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Hanmi Capital Trust II Junior Subordinated Indenture dated as of March 15, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank
Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.6) (3) |
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10.8
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Hanmi Capital Trust II Guarantee Agreement dated as of March 15, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche
Bank Trust Company Americas, as Guarantee Trustee (3) |
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45
|
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ITEM 6. |
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EXHIBITS (Continued) |
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Exhibit |
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Number |
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Document |
10.9
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Hanmi Capital Trust II Form of Common Securities Certificate (included as exhibit B to Exhibit 10.6) (3) |
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10.10
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Hanmi Capital Trust II Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.6) (3) |
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10.11
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Amended and Restated Trust Agreement of Hanmi Capital Trust III dated as of April 28, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust
Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein
(3) |
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10.12
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Hanmi Capital Trust III Junior Subordinated Indenture dated as of April 28, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank
Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.11) (3) |
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10.13
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Hanmi Capital Trust III Guarantee Agreement dated as of April 28, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche
Bank Trust Company Americas, as Guarantee Trustee (3) |
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10.14
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Hanmi Capital Trust III Form of Common Securities Certificate (included as exhibit B to Exhibit 10.11) (3) |
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10.15
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Hanmi Capital Trust III Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.11) (3) |
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10.16
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Employment Agreement Between Hanmi Financial Corporation and Hanmi Bank, on the One Hand, and Jay S. Yoo, on the Other Hand, dated as of June 19,
2008 (4) |
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10.17
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Hanmi Financial Corporation 2007 Equity Compensation Plan (1) |
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10.18
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Employment Offer Letter to John Park from Hanmi Bank dated August 13, 2008 (5) |
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10.19
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Hanmi Financial Corporation Year 2000 Stock Option Plan (8) |
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10.20
|
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Form of Notice of Stock Option Grant and Agreement Pursuant to 2007 Equity Compensation Plan (9) |
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10.21
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Form of Notice of Grant and Restricted Stock Agreement Pursuant to 2007 Equity Compensation Plan (9) |
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10.22
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Employment Offer Letter with Brian E. Cho, executed November 1, 2007 (7) |
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14
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Code of Ethics (6) |
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21
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Subsidiaries of the Registrant (7) |
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended |
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended |
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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|
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(1) |
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Previously filed and incorporated by reference herein from Hanmi Financials Current
Report on Form 8-K filed with the SEC on June 26, 2007. |
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(2) |
|
Previously filed and incorporated by reference herein from Hanmi Financials Current
Report on Form 8-K filed with the SEC on December 27, 2007. |
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(3) |
|
Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the SEC on August
9, 2004. |
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(4) |
|
Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August
11, 2008. |
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(5) |
|
Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the SEC on
November 7, 2008. |
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(6) |
|
Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005. |
|
(7) |
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Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 29,
2008. |
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(8) |
|
Previously filed and incorporated by reference herein from Hanmi Financials
Registration Statement on Form S-8 filed with the SEC on August 18, 2000. |
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(9) |
|
Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 13, 2009. |
46
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Amendment No. 1 to the Quarterly Report on Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.
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HANMI FINANCIAL CORPORATION
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Date: August 17, 2009 |
By: |
/s/ Jay S. Yoo
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Jay S. Yoo |
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President and Chief Executive Officer |
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By: |
/s/ Brian E. Cho
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Brian E. Cho |
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Executive Vice President and Chief Financial Officer |
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47