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UNITED STATES FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 000-24939
EAST WEST BANCORP, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact name of Registrant as Specified in its Charter)
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415 Huntington Drive
San Marino, California 91108
(626) 799-5700
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 reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 121(b)2 of the Securities Exchange Act of 1934). YES [X] NO [ ]
The number of shares of the Registrant's Common Stock outstanding as of April 30, 2005 was 52,675,344.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
4 |
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Item 1. |
Financial Statements (Unaudited) |
4-7 |
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Notes to Consolidated Financial Statements |
8-16 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
16-40 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
41 |
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Item 4. |
Controls and Procedures |
41 |
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PART II - OTHER INFORMATION |
42 |
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Item 1. |
Legal Proceedings |
42 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
42 |
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Item 3. |
Defaults upon Senior Securities |
42 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
42 |
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Item 5. |
Other Information |
42 |
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Item 6. |
Exhibits and Reports on Form 8-K |
43 |
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SIGNATURE |
43 |
2
Forward-Looking Statements
Certain matters discussed in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the environment in which the Company operates and projections of future performance. The Company's actual results, performance, or achievements may differ significantly from the results, performance, or achievements expected or implied in such forward-looking statements. For discussion of some of the factors that might cause such differences, see the Company's Form 10-K under the heading "Item 1. BUSINESS - Risk Factors That May Affect Future Results." The Company does not undertake, and specifically disclaims any obligation to update any forward looking statements to reflect the occurrence of events or circumstances after the date of such statements.
3
PART I - FINANCIAL INFORMATION See accompanying notes to condensed consolidated financial statements.
4
ITEM 1. FINANCIAL STATEMENTS
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
DOLLARS IN THOUSANDS, EXCEPT SHARE DATA 2005 2004
- ----------------------------------------------------------------- ---------- ----------
ASSETS
Cash and cash equivalents...................................... $ 105,052 $ 93,075
Interest-bearing deposits in other banks....................... -- 100
Investment securities available-for-sale, at fair value (with
amortized cost of $608,633 in 2005 and $534,459 in 2004)..... 604,115 534,452
Loans receivable, net of allowance for loan losses of $53,868
in 2005 and $50,884 in 2004.................................. 5,336,061 5,080,454
Investment in Federal Home Loan Bank stock, at cost............ 47,907 47,482
Investment in Federal Reserve Bank stock, at cost.............. 6,923 6,923
Other real estate owned, net................................... 299 299
Investment in affordable housing partnerships.................. 35,800 37,463
Premises and equipment, net.................................... 19,989 19,749
Due from customers on acceptances.............................. 14,121 13,277
Premiums on deposits acquired, net............................. 7,120 7,723
Goodwill....................................................... 43,802 43,702
Cash surrender value of life insurance policies................ 70,816 67,319
Accrued interest receivable and other assets................... 67,842 57,439
Deferred tax assets............................................ 11,181 19,423
---------- ----------
TOTAL......................................................... $6,371,028 $6,028,880
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Customer deposit accounts:
Noninterest-bearing........................................... $1,171,685 $1,097,851
Interest-bearing.............................................. 3,570,440 3,424,666
---------- ----------
Total deposits............................................. 4,742,125 4,522,517
Short-term borrowings.......................................... 31,500 --
Federal Home Loan Bank advances................................ 925,693 860,803
Notes payable.................................................. 10,680 11,018
Bank acceptances outstanding................................... 14,121 13,277
Accrued expenses and other liabilities......................... 55,404 49,480
Junior subordinated debt....................................... 57,476 57,476
---------- ----------
Total liabilities.......................................... 5,836,999 5,514,571
---------- ----------
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY
Common stock (par value of $0.001 per share)
Authorized -- 100,000,000 shares
Issued -- 57,490,601 shares and 57,361,807 shares in 2005
and 2004, respectively
Outstanding -- 52,620,201 shares and 52,500,766 shares in
2005 and 2004, respectively.................................. 57 57
Additional paid in capital....................................... 264,422 260,152
Retained earnings................................................ 317,069 296,175
Deferred compensation............................................ (8,052) (5,422)
Treasury stock, at cost: 4,870,400 shares in 2005 and 4,861,041
shares in 2004................................................. (36,847) (36,649)
Accumulated other comprehensive loss, net of tax................. (2,620) (4)
---------- ----------
Total stockholders' equity.................................. 534,029 514,309
---------- ----------
TOTAL....................................................... $6,371,028 $6,028,880
========== ==========
EAST WEST BANCORP, INC. AND SUBSIDIARIES See accompanying notes to condensed consolidated financial
statements. 5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
----------------------
IN THOUSANDS, EXCEPT PER SHARE DATA 2005 2004
- ------------------------------------------------------------------ ---------- ----------
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees................................ $ 78,896 $ 47,838
Investment securities available-for-sale........................ 5,257 3,813
Federal Home Loan Bank stock.................................... 457 254
Federal Reserve Bank stock...................................... 104 --
Short-term investments.......................................... 42 240
---------- ----------
Total interest and dividend income...................... 84,756 52,145
INTEREST EXPENSE
Customer deposit accounts ...................................... 16,291 7,401
Federal Home Loan Bank advances ................................ 5,181 1,967
Junior subordinated debt........................................ 1,020 688
Short-term borrowings........................................... 42 6
---------- ----------
Total interest expense.................................. 22,534 10,062
---------- ----------
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES.............. 62,222 42,083
PROVISION FOR LOAN LOSSES......................................... 4,370 3,750
---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES............... 57,852 38,333
---------- ----------
NONINTEREST INCOME
Letters of credit fees and commissions.......................... 2,537 2,113
Branch fees..................................................... 1,593 1,795
Income from life insurance policies............................. 744 779
Ancillary loan fees............................................. 517 637
Net gain on sales of investment securities available-for-sale... 448 1,194
Income from secondary market activities......................... 192 851
Other operating income.......................................... 469 668
---------- ----------
Total noninterest income................................ 6,500 8,037
NONINTEREST EXPENSE
Compensation and employee benefits.............................. 12,854 9,168
Occupancy and equipment expense................................. 3,258 2,404
Amortization of investments in affordable housing partnerships.. 1,681 1,855
Deposit-related expenses........................................ 1,640 968
Amortization of premiums on deposits acquired................... 603 518
Data processing................................................. 569 461
Deposit insurance premiums and regulatory assessments........... 223 178
Other operating expenses........................................ 6,890 4,784
---------- ----------
Total noninterest expense............................... 27,718 20,336
---------- ----------
INCOME BEFORE PROVISION FOR INCOME TAXES.......................... 36,634 26,034
PROVISION FOR INCOME TAXES........................................ $ 13,115 9,089
---------- ----------
NET INCOME........................................................ 23,519 16,945
========== ==========
PER SHARE INFORMATION.............................................
BASIC EARNINGS PER SHARE.......................................... $ 0.45 $ 0.34
DILUTED EARNINGS PER SHARE........................................ $ 0.44 $ 0.33
AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC...................... 52,245 49,138
AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED................... 53,963 50,694
EAST WEST BANCORP, INC. AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements.
6
EAST WEST BANCORP, INC. AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial
statements. 7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Accumulated
Other
Additional Comprehensive Total
Common Paid-In Retained Deferred Treasury Income (Loss), Comprehensive Stockholders'
IN THOUSANDS, EXCEPT SHARE DATA Stock Capital Earnings Compensation Stock Net of Tax Income Equity
- ---------------------------------------- -------- ---------- ------------ ---------- ---------- --------------- ------------- ------------
BALANCE, DECEMBER 31, 2003.......... $ 54 $ 171,491 $ 228,242 $ (3,153)$ (35,986)$ 1,335 $ 361,983
Comprehensive income
Net income for the period.......... 16,945 $ 16,945 16,945
Net unrealized gain on securities.. 225 225 225
-------------
Comprehensive income................ $ 17,170
=============
Stock compensation cost............. 319 319
Tax benefit from option exercises... 469 469
Issuance of 69,962 shares under
Stock Option Plan.................. 743 743
Issuance of 1,217,132 shares under
Private Placement.................. 1 28,881 28,882
Issuance of 46,900 shares under
Restricted Stock Plan.............. 1,239 (1,239) --
Cancellation of 4,340 shares due to
forfeitures of issued restricted
stock.............................. 110 (110) --
Dividends paid on common stock...... (2,443) (2,443)
-------- ---------- ------------ ---------- ---------- --------------- ------------
BALANCE, MARCH 31, 2004.............. $ 55 $ 202,823 $ 242,744 $ (3,963)$ (36,096)$ 1,560 $ 407,123
======== ========== ============ ========== ========== =============== ============
BALANCE, DECEMBER 31, 2004........... $ 57 $ 260,152 $ 296,175 $ (5,422)$ (36,649)$ (4) $ 514,309
Comprehensive income
Net income for the period........... 23,519 $ 23,519 23,519
Net unrealized loss on securities... (2,616) (2,616) (2,616)
-------------
Comprehensive income................. $ 20,903
=============
Stock compensation cost.............. 658 658
Tax benefit from option exercises.... 401 401
Issuance of 36,143 shares under
Stock Option Plan................... 383 383
Issuance of 92,651 shares under
Restricted Stock Plan............... 3,486 (3,486) --
Cancellation of 9,359 shares due to
forfeitures of issued restricted
stock............................... 198 (198) --
Dividends paid on common stock....... (2,625) (2,625)
-------- ---------- ------------ ---------- ---------- --------------- ------------
BALANCE, MARCH 31, 2005.............. $ 57 $ 264,422 $ 317,069 $ (8,052)$ (36,847)$ (2,620) $ 534,029
======== ========== ============ ========== ========== =============== ============
Disclosure of reclassification amounts:
Three Months Ended
March 31,
---------------------------
2005 2004
------------- ------------
(In thousands)
Unrealized holding (loss) gain on securities arising during period, net of tax benefit (expense) of
$1,706 in 2005 and $(675) in 2004....................................................................... $ (2,356) $ 933
Reclassification adjustment for gain included in net income, net of tax expense of $188 in 2005 and
$511 in 2004............................................................................................ (260) (708)
------------- ------------
Net unrealized (loss) gain on securities, net of tax benefit (expense) of $1,894 in 2005 and $163
in 2004................................................................................................ $ (2,616) $ 225
============= ============
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
----------------------------
IN THOUSANDS 2005 2004
- ----------------------------------------------------------------------------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................................................$ 23,519 $ 16,945
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization.................................................. 2,405 2,880
Stock compensation cost........................................................ 658 319
Deferred taxes................................................................. 544 (1,463)
Provision for loan losses...................................................... 4,370 3,750
Net gain on sales of investment securities, loans and other assets............. (541) (1,978)
Federal Home Loan Bank stock dividends......................................... (425) (147)
Proceeds from sale of loans held for sale...................................... 12,934 38,018
Originations of loans held for sale............................................ (12,843) (37,726)
Tax benefit from stock options exercised....................................... 401 469
Net change in accrued interest receivable and other assets..................... (12,389) (1,030)
Net change in accrued expenses and other liabilities........................... 14,343 4,817
------------- -------------
Total adjustments........................................................ 9,457 7,909
------------- -------------
Net cash provided by operating activities.............................. 32,976 24,854
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net loan originations............................................................ (309,630) (371,010)
Purchases of:
Investment securities available-for-sale....................................... (59,868) (112,109)
Federal Home Loan Bank stock................................................... -- (13,067)
Investments in affordable housing partnerships................................. (18) (1,089)
Premises and equipment......................................................... (1,120) (1,021)
Proceeds from sale of :
Investment securities available-for-sale....................................... 17,359 113,947
Premises and equipment......................................................... 1 1
Proceeds from maturity of interest-bearing deposits in other banks............... 100 --
Repayments, maturity and redemption of investment securities available-for-sale.. 18,649 52,297
Redemption of Federal Home Loan Bank stock....................................... -- 624
------------- -------------
Net cash used in investing activities.................................... (334,527) (331,427)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits......................................................... 219,608 332,527
Net increase (decrease) in short-term borrowings................................. 31,500 (12,000)
Proceeds from Federal Home Loan Bank advances.................................... 34,397,600 5,725,000
Repayment of Federal Home Loan Bank advances..................................... (34,332,600) (5,525,000)
Repayment of notes payable on affordable housing investments..................... (338) (300)
Proceeds from issuance of common stock........................................... -- 28,882
Proceeds from common stock options exercised..................................... 383 743
Dividends paid on common stock................................................... (2,625) (2,443)
------------- -------------
Net cash provided by financing activities................................ 313,528 547,409
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS.......................................... 11,977 240,836
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..................................... 93,075 141,589
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD...........................................$ 105,052 $ 382,425
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.........................................................................$ 22,610 $ 10,177
Income tax payments, net......................................................... 2,000 1,780
Noncash investing and financing activities:
Loans exchanged for mortgage-backed securities................................... 50,375 --
EAST WEST BANCORP, INC. AND SUBSIDIARIES Our consolidated financial statements include the accounts of East West
Bancorp, Inc. (referred to herein on an unconsolidated basis as "East
West" and on a consolidated basis as the "Company") and our
wholly owned subsidiaries, East West Bank (the "Bank") and its
subsidiaries and East West Insurance Services, Inc. Intercompany transactions
and accounts have been eliminated in consolidation. The interim consolidated financial statements, presented in accordance
with accounting principles generally accepted in the United States of America
("GAAP"), are unaudited and reflect all adjustments which, in the
opinion of management, are necessary for a fair statement of financial condition
and results of operations for the interim periods. All adjustments are of a
normal and recurring nature. Results for the three months ended March 31, 2005
are not necessarily indicative of results that may be expected for any other
interim period or for the year as a whole. Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with GAAP have been condensed or omitted. The unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and notes included in our annual report on Form 10-K for
the year ended December 31, 2004. Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation. Information related
to share volume and per share amounts have been adjusted to reflect the two-for-one
stock split that became effective on or about June 21, 2004.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
Recent Accounting Standards
In December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement of Position No. 03-3 ("SOP 03-3"), Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 addresses the accounting for differences between contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased loans or debt securities experience subsequent deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows subsequently are expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 is effective for loans and debt securities acquired by the Company after December 15, 2004. Upon adoption on January 1, 2005, there was no impact on the Company's financial position, results of operations, or cash flows. Management does not expect SOP 03-3 to have a material impact on our future financial position, results of operations, or cash flows.
8
In March 2004, the Emerging Issues Task Force (EITF) reached consensus on the guidance provided in EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (EITF 03-1). EITF No. 03-1 provides recognition and measurement guidance to determine whether an investment is other-than-temporarily impaired and requires annual disclosure on investments in unrealized loss positions. The additional annual disclosures were previously issued by the EITF and were effective for the Company beginning the year ended December 31, 2003. In September 2004, the FASB staff issued FASB Staff Position "FSP" EITF Issue 03-1, Effective Date of Paragraphs 10-20 of EITF Issue 03-1, which delays the effective date for the measurement and recognition of EITF 03-1 until further guidance is issued. The impact on future earnings, if any, of the recognition and measurement provisions of EITF 03-1 will not be known until the FASB issues its guidance.
In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance, is a revision of SFAS No. 123, Accounting for Stock-Based Compensation and amends SFAS No. 95, Statement of Cash Flows. This revision of SFAS No. 123 eliminates the ability for public companies to measure share-based compensation transactions at the intrinsic value as allowed by APB Opinion No. 25, and requires that such transactions be accounted for based on the grant date fair value of the award. This Statement also amends SFAS No. 95, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Under the intrinsic value method allowed under APB Opinion No. 25, the difference between the quoted market price as of the date of the grant and the contractual purchase price of the share is charged to operations over the vesting period, and no compensation expense is recognized for fixed stock options with exercise prices equal to the market price of the stock on the dates of grant. Under the fair value based method as prescribed by SFAS No. 123R, the Company is required to charge the value of all newly granted stock-based compensation to expense over the vesting period based on the computed fair value on the grant date of the award. Additionally, the fair value of the award is to be remeasured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period are to be recognized as compensation cost over that period. The Statement does not specify a valuation technique to be used to estimate the fair value but states that the use of option-pricing models such as a lattice model (i.e. a binomial model) or a closed-end model (i.e. the Black-Scholes model) would be acceptable. The revised accounting for stock-based compensation requirements must be adopted no later than the beginning of the first annual reporting period that begins after June 15, 2005.
The Company will adopt this Standard effective January 1, 2006, using the modified prospective method, recording compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Currently, the Company does not recognize compensation expense for stock-based compensation. Management does not anticipate that this will have a material effect on the Company's results of operations, financial position or cash flows. Had the Company adopted SFAS No. 123R in prior periods, the impact on net income and earnings per share would have been similar to the pro forma net income and earnings per share in accordance with SFAS No. 123 as disclosed in the following paragraph.
9
Stock-Based Compensation
The Company issues fixed stock options to certain employees, officers, and directors. SFAS No. 123, encourages, but does not require, companies to account for stock options using the fair value method, which generally results in compensation expense recognition. Also permitted by SFAS No. 123, the Company accounts for its fixed stock options using the intrinsic-value method, as prescribed in APB Opinion No. 25, which generally does not result in compensation expense recognition. Under the intrinsic value method, compensation cost for stock options is measured at the date of grant as the excess, if any, of the quoted market price of the Company's stock over the exercise price of the options. Had compensation cost for the Company's stock- based compensation plans been determined based on the fair value at the grant dates of options consistent with the method defined in SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below for the three months ended March 31, 2005 and 2004:
Three Months Ended March 31, ------------------ DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA 2005 2004 - ------------------------------------------------------------ -------- -------- Net income, as reported..................................... $ 23,519 $ 16,945 Add: Stock-based employee compensation expense included in reported net income, net of related tax effects..... 382 185 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards subject to SFAS No. 123, net of related tax effects.... (668) (500) -------- -------- Net income, pro forma....................................... $ 23,233 $ 16,630 ======== ======== Basic earnings per share As reported............................................ $ 0.45 $ 0.34 Pro forma.............................................. $ 0.44 $ 0.34 Diluted earnings per share As reported............................................ $ 0.44 $ 0.33 Pro forma.............................................. $ 0.43 $ 0.33
The weighted average fair value for options granted during the three months ended March 31, 2005 and 2004 was $9.49 and $6.38, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Three Months Ended March 31, ------------------------ 2005 2004 ----------- ----------- Expected dividend yield.............. 0.5% 0.8% Expected volatility.................. 28.1% 30.7% Risk-free interest rate.............. 3.9% 2.4% Expected lives....................... 3.5 years 3.5 years
10
In addition to stock options, the Company also grants restricted stock awards to directors, certain officers and employees. The Company records the cost of the restricted shares at market value. The restricted stock grants are reflected as a component of common stock and additional paid-in capital with an offsetting amount of deferred compensation in the consolidated statements of changes in stockholders' equity. The restricted shares awarded become fully vested after three or five years of continued employment from the date of grant. The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. The deferred compensation cost reflected in stockholders' equity is being amortized as compensation expense over three or five years using the straight-line method, depending on the vesting schedule. Restricted shares are forfeited if officers and employees terminate prior to the lapsing of restrictions. The Company records forfeitures of restricted stock as treasury share repurchases and any compensation cost previously recognized is reversed in the period of forfeiture.
3. COMMITMENTS, GUARANTEES AND CONTINGENCIES
Credit Extensions - In the normal course of business, the Company has various outstanding commitments to extend credit that are not reflected in the accompanying interim consolidated financial statements. As of March 31, 2005, undisbursed loan commitments, commercial and standby letters of credit, and commitments to fund residential mortgage, commercial real estate and commercial business loan applications in process amounted to $1.17 billion, $347.5 million, and $457.9 million, respectively.
Derivatives - In August and November 2004, we entered into equity swap agreements with a major investment brokerage firm to hedge against market fluctuations in a promotional equity index certificate of deposit product that we offered to Bank customers for a limited time during the latter half of 2004. This product, which has a term of 5 1/2 years, pays interest based on the performance of the Hang Seng China Enterprises Index (the "HSCEI"). The combined notional amounts of the equity swap agreements total $24.6 million with termination dates similar to the stated maturity date on the underlying certificate of deposit host contracts. For the equity swap agreements, we pay interest based on the one-month Libor minus a spread on a monthly basis and receive any increase in the HSCEI at swap termination date. Under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, a certificate of deposit that pays interest based on changes in an equity index is a hybrid instrument with an embedded derivative (i.e. equity call option) that must be accounted for separately from the host contract (i.e. the certificate of deposit). In accordance with SFAS No. 133, both the embedded equity call options on the certificates of deposit and the freestanding equity swap agreements are marked-to-market every month with resulting changes in fair value recorded in the statements of income. The combined fair value of the embedded derivatives at March 31, 2005 amounted to $3.0 million and is included in interest-bearing deposits on the consolidated balance sheet. The fair value of the equity swap agreements total $(1.1) million at March 31, 2005. The fair value of the equity swap agreements and embedded equity call options are estimated using discounted cash flow analyses based on expectations of LIBOR rates and the change in value of the HSCEI based upon the life of the individual swap agreement. For the quarter ended March 31, 2005, the net impact on the consolidated statements of income related to these swap agreements was an expense of $515 thousand.
11
Guarantees - From time to time, the Company sells loans with recourse in the ordinary course of business. For loans that have been sold with recourse, the recourse component is considered a guarantee. When the Company sells a loan with recourse, it commits to stand ready to perform, if the loan defaults, and to make payments to remedy the default. As of March 31, 2005 and December 31, 2004, loans sold with recourse, comprised entirely of residential single family mortgage loans, totaled $37.0 million and $39.1 million. The Company's recourse reserve related to these loans totaled $56 thousand and $59 thousand as of March 31, 2005 and December 31, 2004.
The Company also sells loans without recourse that may have to be subsequently repurchased if a defect that occurred during the loans origination process results in a violation of a representation or warranty made in connection with the sale of the loan. When a loan sold to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred and if such defects give rise to a violation of a representation or warranty made to the investor in connection with the sale. If such a defect is identified, the Company may be required to either repurchase the loan or indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase the loan. As of March 31, 2005 and December 31, 2004, the amount of loans sold without recourse totaled $567.9 million and $522.8 million, which substantially represents the unpaid principal balance of the Company's loans serviced for others portfolio.
Litigation - Neither the Company nor the Bank is involved in any material legal proceedings at March 31, 2005. The Bank, from time to time, is a party to litigation which 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 the Bank. After taking into consideration information furnished by counsel to the Company and the Bank, management believes that the resolution of such issues will not have a material adverse impact on the financial position, results of operations, or liquidity of the Company or the Bank.
Regulated Investment Company - As previously reported, the California Franchise Tax Board ("FTB") announced that it is taking the position that certain tax deductions relating to regulated investment companies will be disallowed pursuant to California Senate Bill 614 and California Assembly Bill 1601, which were signed into law in the fourth quarter of 2003. East West Securities Company, Inc. (the "Fund"), a regulated investment company ("RIC") formed and funded in July 2000 to raise capital in an efficient and economical manner was dissolved on December 30, 2002 as a result of, among other reasons, proposed legislation to change the tax treatments of RICs. The Fund provided state tax benefits beginning in 2000 until the end of 2002, when the RIC was officially dissolved. While the Company's management continues to believe that the tax benefits realized in previous years were appropriate and fully defensible under the existing tax codes at that time, the Company has deemed it prudent to participate in the voluntary compliance initiative, or "VCI" offered by the State of California to avoid certain potential penalties should the FTB choose to litigate its announced position about the tax treatment of RICs for periods prior to enactment of the legislation described above and should the FTB be successful in that litigation.
12
Pursuant to the VCI program, the Company filed amended California income tax returns on April 15, 2004 for all affected years and paid the resulting taxes and interest due to the FTB. This amounted to an aggregate payment of $14.2 million for tax years 2000, 2001, and 2002. The Company's management continues to believe that the tax deductions are appropriate and, as such, refund claims have also been filed for the amounts paid with the amended returns. These refund claims are reflected as assets in the Company's consolidated financial statements. As a result of these actions-amending the Company's California income tax returns and subsequent related filing of refund claims-the Company retains its potential exposure for assertion of an accuracy- related penalty should the FTB prevail in its position, in addition to our risk of not being successful in our refund claim for taxes and interest. The Company's potential exposure to all other penalties, however, has been eliminated through this course of action.
The Franchise Tax Board is currently in the process of reviewing and assessing our refund claims for taxes and interest for tax years 2000 through 2002. Management is continuing to pursue these claims, to monitor developments in the law in this area, and to monitor the status of tax claims with respect to other registered investment companies.
4. STOCKHOLDERS' EQUITY
Stock Split - On May 18, 2004, the Company's Board of Directors approved a two-for-one stock split effected in the form of a 100% stock dividend. Shareholders of record at the close of business on June 3, 2004 received one additional share of common stock for each share of common stock held by them on that date. The additional shares were distributed by the Company's transfer agent on or about June 21, 2004. Prior to the stock split, the Company had 25,141,002 shares of common stock issued and outstanding.
Earnings Per Share - The actual number of shares outstanding at March 31, 2005 was 52,620,201. Basic earnings per share are calculated on the basis of the weighted average number of shares outstanding during the period. Diluted earnings per share are calculated on the basis of the weighted average number of shares outstanding during the period plus restricted stock, shares issuable upon the assumed exercise of outstanding common stock options and warrants.
The following tables set forth earnings per share calculations for the three months ended March 31, 2005 and 2004:
Three Months Ended March 31, ------------------------------------------------------------ 2005 2004 ------------------------------ ---------------------------- Net Number Per Share Net Number Per Share IN THOUSANDS, EXCEPT PER SHARE DATA Income of Shares Amounts Income of Shares Amounts - ----------------------------------- -------- ---------- --------- ------- ---------- -------- Basic earnings per share........... $ 23,519 52,245 $ 0.45 $16,945 49,138 $ 0.34 Effect of dilutive securities: Stock options.................... -- 1,415 (0.01) -- 1,350 (0.01) Restricted stock................. -- 168 -- -- 70 -- Stock warrants................... -- 135 -- -- 136 -- -------- ---------- --------- ------- ---------- -------- Dilutive earnings per share........ $ 23,519 53,963 $ 0.44 $16,945 50,694 $ 0.33 ======== ========== ========= ======= ========== ========
13
Quarterly Dividends - The Company's Board of Directors declared
and paid quarterly common stock cash dividends of $0.05 per share payable on or
about February 22, 2005 to shareholders of record on February 7, 2005. Cash
dividends totaling $2.6 million were paid to the Company's shareholders during
the first quarter of 2005. On April 19, 2005, the Company's Board of Directors
declared a quarterly cash dividend of $0.05 per share for the second quarter of
2005. The total dividend amounted to $2.6 million and will be paid on or about
May 16, 2005, to shareholders of record on May 3, 2005. 5. BUSINESS SEGMENTS The Company utilizes an internal reporting system to measure the
performance of various operating segments within the Bank and the Company
overall. The Company has identified four principal operating segments for
purposes of management reporting: retail banking, commercial lending, treasury,
and residential lending. Information related to the Company's remaining
centralized functions and eliminations of intersegment amounts have been
aggregated and included in "Other." Although all four operating
segments offer financial products and services, they are managed separately
based on each segment's strategic focus. While the retail banking segment
focuses primarily on retail operations through the Bank's branch network,
certain designated branches have responsibility for generating commercial
deposits and loans. The commercial lending segment primarily generates
commercial loans and deposits through the efforts of commercial lending officers
located in the Bank's northern and southern California production offices. The
treasury department's primary focus is managing the Bank's investments,
liquidity, and interest rate risk; the residential lending segment is mainly
responsible for the Bank's portfolio of single family and multifamily
residential loans. The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Operating segment results are
based on the Company's internal management reporting process, which reflects
assignments and allocations of capital, certain operating and administrative
costs and the provision for loan losses. Net interest income is based on the
Company's internal funds transfer pricing system which assigns a cost of funds
or a credit for funds to assets or liabilities based on their type, maturity or
repricing characteristics. Noninterest income and noninterest expense,
including depreciation and amortization, directly attributable to a segment are
assigned to that business. Indirect costs, including overhead expense, are
allocated to the segments based on several factors, including, but not limited
to, full-time equivalent employees, loan volume and deposit volume. The
provision for credit losses is allocated based on actual losses incurred and an
allocation of the remaining provision based on new loan originations for the
period. The Company evaluates overall performance based on profit or loss from
operations before income taxes not including nonrecurring gains and losses. Future changes in the Company's management structure or reporting
methodologies may result in changes in the measurement of operating segment
results. Results for prior periods have been restated for comparability for
changes in management structure or reporting methodologies. 14
The following tables present the operating results and other key financial measures for the individual operating segments for the three months ended March 31, 2005 and 2004:
Three Months Ended March 31, 2005 ------------------------------------------------------------------ Retail Commercial Residential IN THOUSANDS Banking Lending Treasury Lending Other Total - ------------------------------------ ---------- ---------- -------- ---------- --------- ---------- Interest income..................... $ 27,417 $ 38,467 $ 5,803 $ 12,032 $ 1,037 $ 84,756 Charge for funds used............... (14,283) (19,337) (5,534) (6,732) -- (45,886) ---------- ---------- -------- ---------- --------- ---------- Interest spread on funds used...... 13,134 19,130 269 5,300 1,037 38,870 ---------- ---------- -------- ---------- --------- ---------- Interest expense.................... (10,773) (1,412) (10,349) -- -- (22,534) Credit on funds provided............ 24,761 3,238 17,887 -- -- 45,886 ---------- ---------- -------- ---------- --------- ---------- Interest spread on funds provided.. 13,988 1,826 7,538 -- -- 23,352 ---------- ---------- -------- ---------- --------- ---------- Net interest income.............. $ 27,122 $ 20,956 $ 7,807 $ 5,300 $ 1,037 $ 62,222 ========== ========== ======== ========== ========= ========== Depreciation and amortization....... $ 1,196 $ 111 $ (140) $ 265 $ 973 $ 2,405 Segment pretax profit............... $ 9,613 $ 17,689 $ 5,188 $ 4,074 $ 70 $ 36,634 Segment assets as of March 31, 2005. $1,605,352 $2,336,076 $673,326 $1,486,462 $ 269,812 $6,371,028 Three Months Ended March 31, 2004 ------------------------------------------------------------------ Retail Commercial Residential IN THOUSANDS Banking Lending Treasury Lending Other Total - ------------------------------------ ---------- ---------- -------- ---------- --------- ---------- Interest income..................... $ 15,399 $ 24,320 $ 4,244 $ 7,594 $ 588 $ 52,145 Charge for funds used............... (5,839) (9,545) (1,071) (3,719) -- (20,174) ---------- ---------- -------- ---------- --------- ---------- Interest spread on funds used...... 9,560 14,775 3,173 3,875 588 31,971 ---------- ---------- -------- ---------- --------- ---------- Interest expense.................... (6,167) (476) (3,419) -- -- (10,062) Credit on funds provided............ 12,138 973 7,063 -- -- 20,174 ---------- ---------- -------- ---------- --------- ---------- Interest spread on funds provided.. 5,971 497 3,644 -- -- 10,112 ---------- ---------- -------- ---------- --------- ---------- Net interest income.............. $ 15,531 $ 15,272 $ 6,817 $ 3,875 $ 588 $ 42,083 ========== ========== ======== ========== ========= ========== Depreciation and amortization....... $ 985 $ 86 $ 87 $ 234 $ 1,488 $ 2,880 Segment pretax profit............... $ 3,091 $ 15,336 $ 3,506 $ 4,034 $ 67 $ 26,034 Segment assets as of March 31, 2004. $1,218,308 $1,873,744 $702,168 $ 589,309 $ 239,331 $4,622,860
15
6. SUBSEQUENT EVENT
On April 28, 2005, the Company entered into an agreement to issue $50 million in subordinated debt in a private placement transaction. These securities were issued through the Bank and qualify as Tier II capital for regulatory reporting purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of East West Bancorp, Inc. and its subsidiaries. This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our 2004 annual report on Form 10-K for the year ended December 31, 2004, and the accompanying interim unaudited consolidated financial statements and notes thereto. Information related to share volume and per share amounts have been adjusted to reflect the two-for-one stock split that became effective on or about June 21, 2004.
Critical Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in our consolidated financial statements and accompanying notes. We believe that the judgments, estimates and assumptions used in the preparation of our consolidated financial statements are appropriate given the factual circumstances as of March 31, 2005.
Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified four accounting policies that, due to judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our consolidated financial statements. These policies relate to the classification and valuation of investment securities, the methodologies that determine our allowance for loan losses, the valuation of retained interests and mortgage servicing assets related to securitizations and sales of loans, and the calculation of accrued income taxes. In each area, we have identified the variables most important in the estimation process. We have used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuations and impact net income.
Our significant accounting policies are described in greater detail in our 2004 Annual Report on Form 10-K in the "Critical Accounting Policies" section of Management's Discussion and Analysis and in Note 1 to the Consolidated Financial Statements-"Significant Accounting Policies" which are essential to understanding Management's Discussion and Analysis of Results of Operations and Financial Condition.
16
Overview
During the first quarter of 2005, we again generated record earnings totaling $23.5 million, or $0.45 per basic share and $0.44 per diluted share, compared with $16.9 million, or $0.34 per basic share and $0.33 per diluted share, reported during the first quarter of 2004. Continued strong growth in loans, operating efficiencies and solid asset quality contributed to our earnings performance for the first quarter of 2005. The annualized return on average assets during the first quarter of 2005 was 1.52%, compared with 1.60% for the same quarter in 2004. The annualized return on average equity increased to 18.09% during the first quarter of 2005, compared to 17.98% during the same period in 2004. Based on the results of our performance in the first quarter of 2005 and expected growth for the remainder of 2005, we expect net income per diluted common share for the full year 2005 to be approximately 22% to 23% higher than in 2004. This estimate is based on a projected loan growth of 18% to 20%, deposit growth of approximately 15% to 18%, and increases in operating expenses of 19% to 22%. Our earnings projection for the full year of 2005 also assumes a stable interest rate environment and a net interest rate margin between 4.30% and 4.35%.
One of the highlights of the first quarter of 2005 was the securitization of approximately $50.4 million of multifamily loans through the Federal National Mortgage Association ("FNMA"). We undertook the securitization for capital management purposes, retaining all of the resulting securities on our balance sheet. The securitization was accounted for as a pass-through transaction which did not generate any gains or losses to operations. We also recorded approximately $559 thousand in mortgage servicing assets as a result of the securitization since the Bank continues to service the underlying loans. We plan to securitize additional multifamily loans in the foreseeable future.
Total consolidated assets at March 31, 2005 increased 6% to $6.37 billion, compared with $6.03 billion at December 31, 2004. A 5% growth in gross loans was the primary driver of this increase, rising to a record $5.39 billion at March 31, 2005. The loan portfolio continues to grow steadily, although at lower levels than the remarkable growth we experienced in 2004. As such, we estimate loan growth for the full year of 2005 to be 18% to 20% reflecting the core rate of growth in the Bank's lending markets, the attractiveness of our loan programs to our customers, and increased loan origination volume from our branch network.
Total average assets increased 46% to $6.18 billion during the first quarter of 2005, compared to $4.24 billion for the same quarter in 2004, primarily due to growth in average loans. Total average loans grew to $5.24 billion during the quarter ended March 31, 2005, an increase of 52% over the year-over-year period. Specifically, the growth stemmed from commercial real estate loans, which grew 55% or $925.7 million and multifamily real estate loans, which grew 36% or $298.8 million during the quarter ended March 31, 2005, as compared to the same period in the prior year.
17
Total deposits at March 31, 2005 increased 5% to $4.74 billion, compared with $4.52 billion at December 31, 2004. This growth is comprised of 7% or $167.5 million growth in total core deposits and 2% or $52.1 million growth in time deposits. Total average deposits rose 40% during the first quarter of 2005 to $4.62 billion, compared to $3.31 billion for the same quarter in 2004. Compared to the first quarter of 2004, almost all deposit categories experienced double- digit gains during the first quarter of 2005, with the most significant contributions coming from time, money market and noninterest bearing demand deposits. The growth in time deposits is due to the introduction of new products and promotions while the growth in core deposits can be attributed to the Bank's efforts to expand its commercial banking relationships as well as various programs at the retail branches targeted to small businesses and retail customers.
Net interest income increased 48% to $62.2 million during the quarter ended March, 31 2005, compared with $42.1 million during the same quarter in 2004. The substantial increase in net interest income is due to the significant loan growth experienced during 2004 partially offset by fairly robust increases in time deposits and FHLB advances. Continued increases in interest rates by the Federal Reserve during the first quarter of 2005 contributed to our increase in net interest margin to 4.29% from 4.25% during the same period in 2004. Assuming a stable interest rate environment during 2005, we anticipate the net interest margin for the full year 2005 to be in the range of 4.30% to 4.35%.
Total noninterest income decreased 19% to $6.5 million during the first quarter of 2005, compared with $8.0 million for the corresponding quarter in 2004. This decline is primarily attributable to significant decreases in net gains on sales of available-for-sale securities and income from secondary marketing activities. As a result of increases in interest rates, we have seen a marked shift in loan origination activity from fixed rate mortgages to adjustable rate mortgages. As we typically sell fixed rate mortgage loans in the secondary market and retain adjustable rate mortgage loans in our portfolio, our overall secondary market activities decreased during the first quarter of 2005, as compared to the same period in 2004. For the full year of 2005, we anticipate our core noninterest income to be comparable to that of the prior year.
Total noninterest expense increased 36% to $27.7 million during the first quarter of 2005, compared with $20.3 million for the same period in 2004. This increase was triggered in support of the substantial growth in loans and deposits that the Bank has experienced during the past year. Increases in compensation and employee benefits and occupancy expenses were the primary contributors to the rise in noninterest expense during the first quarter of 2005. In addition to organic growth which includes the opening of two new 99 Ranch in-store branches during the first quarter of 2005, the acquisition of Trust Bank during August 2004 further contributed to higher compensation and occupancy expenses during this period. Our efficiency ratio, which represents noninterest expense (excluding the amortization of intangibles and investments in affordable housing partnerships), divided by the aggregate of net interest income before provision for loan losses and noninterest income increased to 37% during the first quarter of 2005, compared to 36% during the same period in 2004. We believe that an efficiency ratio in the 36% to 38% range is achievable for the full year of 2005.
18
Total nonperforming assets amounted to $8.7 million, or 0.14% of total assets at March 31, 2005, compared with $5.9 million, or 0.10%, at December 31, 2004. The allowance for loan losses totaled $53.9 million at March 31, 2005, or 1.00% of outstanding total loans. Net loan chargeoffs totaled $765 thousand, or an annualized 0.06% of average loans, during the first quarter of 2005, compared with $840 thousand, or an annualized 0.10% of average loans, during the same quarter in 2004. We anticipate our overall asset quality to remain sound throughout the remainder of 2005. We project that nonperforming assets will continue to be below 0.50% of total assets and that net chargeoffs will remain below an annualized 0.35% of average loans in 2005.
We continue to be well-capitalized under all regulatory guidelines with a Tier 1 risk-based capital ratio of 9.68%, a total risk-based capital ratio of 10.78%, and a Tier 1 leverage ratio of 8.83% at March 31, 2005.
Results of Operations
We reported first quarter 2005 net income of $23.5 million, or $0.45 per basic share and $0.44 per diluted share, compared with $16.9 million, or $0.34 per basic share and $0.33 per diluted share, reported during the first quarter of 2004. The 39% increase in net income is primarily attributable to higher net interest income, partially offset by higher operating expenses, lower noninterest-related revenues, and a higher provision for income taxes. Our annualized return on average total assets decreased to 1.52% for the quarter ended March 31, 2005, from 1.60% for the same period in 2004. The annualized return on average stockholders' equity increased to 18.09% for the first quarter of 2005, compared with 17.98% for the first quarter of 2004.
Components of Net Income
Three Months Ended March 31, ------------------ IN MILLIONS 2005 2004 - ------------------------------------------------ -------- -------- Net interest income.............................. $ 62.2 $ 42.1 Provision for loan losses........................ (4.4) (3.8) Noninterest income............................... 6.5 8.0 Noninterest expense.............................. (27.7) (20.3) Provision for income taxes....................... (13.1) (9.1) -------- -------- Net income..................................... $ 23.5 $ 16.9 ======== ======== Annualized return on average total assets........ 1.52% 1.60% Annualized return on average stockholders' equity 18.09% 17.98%
19
Net Interest Income Our primary source of revenue is net interest income, which is the difference
between interest income on earning assets and interest expense on interest-
bearing liabilities. Net interest income for the first quarter of 2005 totaled
$62.2 million, a 48% increase over net interest income of $42.1 million for the
same period in 2004. Total interest and dividend income during the quarter ended March 31, 2005
increased 63% to $84.8 million, compared with $52.1 million during the same
period in 2004. The increase in interest and dividend income during the first
quarter of 2005 is attributable to a 48% growth in average earning assets for
the quarter ended March 31, 2005. Growth in average loans was the primary
driver for the growth in average earning assets for the quarter ended March 31,
2005. The net growth in average earning assets was largely funded by increases
in time deposits, FHLB advances, money market accounts and noninterest-bearing
demand deposits. Total interest expense during the first quarter of 2005 increased 124% to
$22.5 million, compared with $10.1 million for the same period a year ago. The
increase in interest expense during the first quarter of 2005 can be attributed
to a both a 53% growth in average interest-bearing liabilities, predominantly
FHLB advances and time deposits and an increasing interest rate environment.
Net interest margin, defined as taxable equivalent net interest income
divided by average earning assets, increased 4 basis points to 4.29% during the
first quarter of 2005, from 4.25% during the first quarter of 2004. The overall
yield on earning assets increased 58 basis points to 5.85% in the first quarter
of 2005, from 5.27% in 2004, due to continued increases in Federal Reserve
interest rates as well as loans comprising a larger percentage of average
earning assets in the first quarter of 2005 relative to 2004. Our overall cost
of funds for the three months ended March 31, 2005 increased by 65 basis points
to 2.02%. The rise in the cost of funds is a result of increased rates paid on
select deposit categories due to heightened market competition as well as
increased utilization of FHLB advances. Notwithstanding our increased utilization of FHLB advances and time deposits
to fund our continued loan growth, we continue to focus on growing noninterest-
bearing demand deposits as a significant funding source. Average noninterest-
bearing demand deposits increased 24% to $1.05 billion during the quarter ended
March 31, 2005, compared with $842.7 million during the same quarter in
2004. 20
The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and the average yields and rates by asset and liability component for the three months ended March 31, 2005 and 2004:
Three Months Ended March 31, ------------------------------------------------------------ 2005 2004 ----------------------------- ----------------------------- Average Average Average Yield/ Average Yield/ DOLLARS IN THOUSANDS Balance Interest Rate (1) Balance Interest Rate (1) - --------------------------------------------- ----------- -------- -------- ----------- -------- -------- ASSETS Interest-earning assets: Short-term investments...................... $ 7,043 $ 42 2.42% $ 87,170 $ 240 1.11% Investment securities available-for-sale (2)(3)(4)............... 579,986 5,257 3.68% 416,762 3,813 3.68% Loans receivable (2)(5)..................... 5,236,534 78,896 6.11% 3,452,857 47,838 5.57% FHLB and FRB stock.......................... 54,410 561 4.18% 25,831 254 3.95% ----------- ------- ----------- ------- Total interest-earning assets.............. 5,877,973 84,756 5.85% 3,982,620 52,145 5.27% ------- -------- ------- -------- Noninterest-earning assets: Cash and due from banks..................... 102,019 85,346 Allowance for loan losses................... (52,397) (40,094) Other assets................................ 252,907 210,177 ----------- ----------- Total assets............................... $ 6,180,502 $ 4,238,049 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Checking accounts........................... $ 335,850 633 0.76% $ 284,635 228 0.32% Money market accounts....................... 617,948 2,960 1.94% 302,759 619 0.82% Savings deposits............................ 330,172 190 0.23% 304,706 102 0.13% Time deposits............................... 2,285,925 12,508 2.22% 1,571,103 6,452 1.65% Short-term borrowings....................... 5,456 42 3.12% 1,758 6 1.37% FHLB advances............................... 902,067 5,181 2.33% 465,201 1,967 1.70% Junior subordinated debt.................... 57,476 1,020 7.20% 31,702 688 8.73% ----------- ------- ----------- ------- Total interest-bearing liabilities......... 4,534,894 22,534 2.02% 2,961,864 10,062 1.37% ------- -------- ------- -------- Noninterest-bearing liabilities: Demand deposits............................. 1,045,326 842,744 Other liabilities........................... 80,250 56,446 Stockholders' equity......................... 520,032 376,995 ----------- ----------- Total liabilities and stockholders' equity. $ 6,180,502 $ 4,238,049 =========== =========== Interest rate spread......................... 3.83% 3.90% ======== ======== Net interest income and net interest margin.. $62,222 4.29% $42,083 4.25% ======= ======== ======= ========
__________
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Analysis of Changes in Net Interest Margin Changes in net interest income are a function of changes in rates and
volumes of both interest-earning assets and interest-bearing liabilities. The
following table sets forth information regarding changes in interest income and
interest expense for the periods indicated. The total change for each category
of interest-earning asset and interest-bearing liability is segmented into the
change attributable to variations in volume (changes in volume multiplied by old
rate) and the change attributable to variations in interest rates (changes in
rates multiplied by old volume). Nonaccrual loans are included in average loans
used to compute this table. _________
Three Months Ended
March 31, 2005 vs 2004
-----------------------------------
Total Changes Due to
IN THOUSANDS Change Volume (1) Rates (1)
- --------------------------------------------- ----------- ---------- ----------
INTEREST-EARNINGS ASSETS:
Short-term investments....................... $ (198) $ (333) $ 135
Investment securities available-for-sale..... 1,444 1,448 (4)
Loans receivable, net........................ 31,058 26,167 4,891
FHLB and FRB stock........................... 307 167 140
----------- ---------- ----------
Total interest and dividend income........ 32,611 27,449 5,162
----------- ---------- ----------
INTEREST-BEARING LIABILITIES:
Checking accounts............................ $ 405 $ 47 $ 358
Money market accounts........................ 2,341 1,014 1,327
Savings deposits............................. 88 9 79
Time deposits................................ 6,056 3,451 2,605
Short-term borrowings........................ 36 22 14
FHLB advances................................ 3,214 2,306 908
Juior subordinated debt...................... 332 470 (138)
----------- ---------- ----------
Total interest expense.................... 12,472 7,319 5,153
----------- ---------- ----------
CHANGE IN NET INTEREST INCOME................ $ 20,139 $ 20,130 $ 9
=========== ========== ==========
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Provision for Loan Losses
The provision for loan losses amounted to $4.4 million for the first quarter of 2005, compared to $3.8 million for the same period in 2004. Provisions for loan losses are charged to income to bring the allowance for credit losses to a level deemed appropriate by management based on the factors discussed under the "Allowance for Loan Losses" section of this report.
Noninterest Income
Components of Noninterest Income
Three Months Ended March 31, -------------------- IN MILLIONS 2005 2004 - ---------------------------------------------------- --------- --------- Letters of credit fees and commissions............... $ 2.54 $ 2.11 Branch fees.......................................... 1.59 1.80 Income from life insurance policies.................. 0.74 0.78 Ancillary loan fees.................................. 0.52 0.64 Net gain on investment securities available-for-sale. 0.45 1.19 Income from secondary market activities.............. 0.19 0.85 Other operating income............................... 0.47 0.67 --------- --------- Total............................................. $ 6.50 $ 8.04 ========= =========
Noninterest income includes revenues earned from sources other than interest income. These sources include: service charges and fees on deposit accounts, fees and commissions generated from trade finance activities and the issuance of letters of credit, income from secondary market activities, ancillary fees on loans, net gains on sales of loans, investment securities available-for-sale and other assets, and other noninterest-related revenues.
Noninterest income decreased 19% to $6.5 million during the three months ended March 31, 2005 from $8.0 million for the same quarter in 2004, primarily due to decreased net gains on sales of securities available-for-sale and lower income from secondary market activities. Net gains on sales of securities available-for-sale decreased 62% to $448 thousand for the first quarter of 2005, as compared to $1.2 million for the same period in 2004. Similarly, income from secondary market activities decreased 77% to $192 thousand in the first quarter of 2005 from $851 thousand for the same quarter in 2004. The contraction in secondary marketing income is largely influenced by the current interest rate environment which has been subject to several rate increases by the Federal Reserve since the beginning of the third quarter of 2004. The rising rate environment favors the origination of variable rate and hybrid loans that we retain in our portfolio over fixed rate loans that we typically sell into the secondary market.
Partially offsetting the overall decrease in noninterest income was an increase in letters of credit fees and commissions, which increased 20% to $2.5 million in the first quarter of 2005, compared to $2.1 million in the same quarter of 2004. Letters of credit fees and commissions represent revenues from trade finance operations as well as fees related to the issuance and maintenance of standby letters of credit. This increase is directly related to a 23% increase in the volume of trade finance transactions as well as higher maintenance fees related to additional issuances of standby letters of credit during the first quarter of 2005, relative to the prior year period.
23
Branch fees declined 11% to $1.6 million during the first quarter of 2005, compared to $1.8 million for the same period in 2004. This decrease is a reflection of decreased analysis charges on commercial deposit accounts and waived fees on certain deposit products resulting from competitive market pressures.
Other noninterest income, which includes insurance commissions and insurance- related service fees, rental income, and other miscellaneous income, decreased 16% to $1.2 million during the first quarter of 2005, from $1.4 million recorded during the same quarter of 2004. The decrease in other operating income is primarily due to lower insurance commissions and insurance-related service fees which declined 25% to $261 thousand for the quarter ended March 31, 2005, from $349 thousand for the same period in 2004. Furthermore, the expiration of certain revenue generating operating leases also contributed to the decrease in other noninterest income during the first quarter of 2005. There was no income from operating leases during the quarter ended March 31, 2005, compared to $75 thousand during the same period in 2004. These revenues represent income from equipment leased to third parties in connection with operating leases entered into by the Company.
Noninterest Expense
Components of Noninterest Expense
Three Months Ended March 31, -------------------- IN MILLIONS 2005 2004 - ------------------------------------------------------ --------- --------- Compensation and employee benefits..................... $ 12.85 $ 9.17 Occupancy and equipment expense........................ 3.26 2.40 Amortization of investments in affordable housing...... partnerships......................................... 1.68 1.86 Deposit-related expenses............................... 1.64 0.97 Amortization of premiums on deposits acquired.......... 0.60 0.52 Data processing........................................ 0.57 0.46 Deposit insurance premiums and regulatory assessments.. 0.22 0.18 Other operating expense................................ 6.90 4.78 --------- --------- Total................................................ $ 27.72 $ 20.34 ========= ========= Efficiency Ratio (1)................................. 37% 36%
__________
(1) Represents noninterest expense (excluding the amortization of intangibles and investments in affordable housing partnerships) divided by the aggregate of net interest income before provision for loan losses and noninterest income.
24
Noninterest expense, which is comprised primarily of compensation and employee benefits, occupancy and other operating expenses increased 36% to $27.7 million during the first quarter of 2005, from $20.3 million for the same quarter in 2004.
Compensation and employee benefits increased 40% to $12.9 million during the first quarter of 2005, compared to $9.2 million for the same quarter last year primarily due to the addition of relationship officers and operational personnel to enhance and support our loan and deposit growth. Increased staffing levels related to the acquisition of Trust Bank during August 2004, and the impact of annual salary adjustments for existing employees further contributed to the rise in compensation expense and employee benefits during the first quarter of 2005.
Occupancy and equipment expenses increased 36% to $3.3 million during the first quarter of 2005 compared with $2.4 million during the same period in 2004. The increase in occupancy expenses can be attributed to additional rent expense from the four branches acquired from Trust Bank in August 2004 as well as the opening of two new 99 Ranch in-store branches during the first quarter of 2005. We also entered into a new lease agreement during the third quarter of 2004 for the relocation of the Company's corporate headquarters, scheduled to be completed by November 2005. In addition to increased rent expense, occupancy and equipment expenses were also impacted by the rise in computer expenses associated with the ongoing upgrade of the Company's hardware and related desktop operating system as well as the conversion of the Bank's teller platform system during 2004.
Deposit-related expenses increased 69% to $1.6 million during the first quarter of 2005, compared to $968 thousand for the same quarter last year. Deposit-related expenses, which represent various business-related expenses paid by the Bank on behalf of its commercial account customers, are partially recovered by the Bank through subsequent account analysis charges to individual customer accounts. The increase in deposit-related expenses is directly correlated to the growth in the volume of commercial deposit accounts.
Other operating expenses include advertising and public relations, telephone and postage, stationery and supplies, bank and item processing charges, insurance, legal and other professional fees. Other operating expenses increased 44% to $6.9 million for the first quarter of 2005, from $4.8 million for the same quarter in 2004. The increase in other operating expenses is largely due to additional expenses incurred to support our overall expansion.
Our efficiency ratio increased slightly to 37% for the quarter ended March 31, 2005, compared to 36% for the corresponding period in 2004. Although the Bank has experienced significant expansion and growth, we have maintained a stable efficiency ratio due to a general company-wide effort to monitor overall operating expenses.
25
Provision for Income Taxes
The provision for income taxes increased 44% to $13.1 million for the first quarter of 2005, compared with $9.1 million for the same quarter in 2004. The increase in the tax provision is primarily attributable to a 41% increase in pretax earnings during the first quarter of 2005. The provision for income taxes for the first quarter of 2005 reflects the utilization of tax credits totaling $1.4 million, compared to $1.5 million utilized during the first quarter of 2004. The first quarter 2005 provision reflects an effective tax rate of 35.8%, compared with 34.9% for the corresponding period in 2004.
As previously reported, the California Franchise Tax Board announced that it is taking the position that certain tax deductions related to regulated investment companies will be disallowed pursuant to California Senate Bill 614 and California Assembly Bill 1601, which were signed into law in the fourth quarter of 2003. East West Securities Company, Inc., a regulated investment company formed and funded in July 2000 to raise capital in an efficient and economical manner was dissolved on December 30, 2002 as a result of, among other reasons, proposed legislation to change the tax treatments of RICs. The Fund provided state tax benefits beginning in 2000 until the end of 2002, when the RIC was officially dissolved. While the Company's management continues to believe that the tax benefits realized in previous years were appropriate and fully defensible under the existing tax codes at that time, the Company has deemed it prudent to participate in the voluntary compliance initiative offered by the State of California to avoid certain potential penalties should the FTB choose to litigate its announced position about the tax treatment of RICs for periods prior to enactment of the legislation described above and should the FTB be successful in that litigation.
Pursuant to the VCI program, we filed amended California income tax returns on April 15, 2004 for all affected years and paid the resulting taxes and interest due to the FTB. This amounted to an aggregate payment of $14.2 million for tax years 2000, 2001, and 2002. We continue to believe that the tax deductions are appropriate and, as such, we have also filed refund claims for the amounts paid with the amended returns. These refund claims are reflected as assets in the Company's consolidated financial statements. As a result of these actions-amending our California income tax returns and subsequent related filing of refund claims-we retain our potential exposure for assertion of an accuracy- related penalty should the FTB prevail in its position, in addition to our risk of not being successful in our refund claim for taxes and interest. Our potential exposure to all other penalties, however, has been eliminated through this course of action.
The Franchise Tax Board is currently in the process of reviewing and assessing our refund claims for taxes and interest for tax years 2000 through 2002. Management is continuing to pursue these refund claims, to monitor developments in the law in this area, and to monitor the status of tax claims with respect to other registered investment companies.
26
Balance Sheet Analysis
Our total assets increased $342.1 million, or 6%, to $6.37 billion, as of March 31, 2005, relative to total assets of $6.03 billion at December 31, 2004. The increase in total assets resulted primarily from increases in net loans of $255.6 million and investment securities available-for-sale of $69.7 million. The increase in total assets was largely funded by increases in deposits of $219.6 million, FHLB advances of $64.9 million, and short-term borrowings of $31.5 million.
Investment Securities Available-for-Sale
Total investment securities available-for-sale increased 13% to $604.1 million as of March 31, 2005, compared with $534.5 million at December 31, 2004. Total repayments/maturities and proceeds from sales of available-for-sale securities amounted to $18.6 million and $17.4 million, respectively, during the three months ended March 31, 2005. Proceeds from repayments, maturities, sales, and redemptions were applied towards additional investment securities purchases totaling $59.9 million as well as funding a portion of loan originations made during the first quarter of 2005. We recorded net gains totaling $448 thousand on sales of available-for-sale securities during the first quarter of 2005. Also during the first quarter of 2005, the Company recorded a $60 thousand impairment writedown on a note that was held in the available-for-sale investment portfolio at a carrying value of $1 million.
During the first quarter of 2005, we securitized approximately $50.4 million of multifamily loans through FNMA for capital management purposes. All of the resulting securities were retained in our available-for-sale investment portfolio. The securitization was accounted for as a pass-through transaction which did not generate any gains or losses to operations.
The increase in unrealized losses in our investment securities available-for- sale portfolio, specifically U.S Government sponsored enterprise securities and certain mortgage-back securities, is a result of market interest rate fluctuations. The issuers of these securities have not, to our knowledge, established any cause for default on these securities and the various rating agencies have reaffirmed these securities' long term investment grade status at March 31, 2005. The Company has the ability and the intention to hold these securities until their fair values recover. As such, management does not believe that there are any other securities that are other-than-temporarily impaired, and therefore, no impairment charges as of March 31, 2005 are warranted.
27
The following table sets forth the amortized cost and the estimated fair values of investment securities available-for-sale as of March 31, 2005 and December 31, 2004:
Gross Gross Amortized Unrealized Unrealized Estimated DOLLARS IN THOUSANDS Cost Gains Losses Fair Value - ---------------------------------------------------- --------- --------- --------- --------- As of March 31, 2005: U.S. Treasury securities............................ $ 2,504 $ -- $ (13) $ 2,491 U.S. Government agency securities and U.S. Government sponsored enterprise securities... 367,985 -- (4,668) 363,317 Mortgage-backed securities.......................... 177,136 1,306 (1,857) 176,585 Corporate debt securities........................... 18,933 -- (724) 18,209 U.S. Government sponsored enterprise equity securities........................................ 42,075 725 (188) 42,612 Residual interest in securitized loans.............. -- 901 -- 901 --------- --------- --------- --------- Total investment securities available-for-sale...... $ 608,633 $ 2,932 $ (7,450) $ 604,115 ========= ========= ========= ========= As of December 31, 2004: U.S. Treasury securities............................ $ 2,507 $ -- $ (11) $ 2,496 U.S. Government agency securities and U.S. Government sponsored enterprise securities... 338,458 204 (2,048) 336,614 Mortgage-backed securities.......................... 132,428 1,503 (279) 133,652 Corporate debt securities........................... 18,991 -- (703) 18,288 U.S. Government sponsored enterprise equity securities........................................ 42,075 512 (139) 42,448 Residual interest in securitized loans.............. -- 954 -- 954 --------- --------- --------- --------- Total investment securities available-for-sale...... $ 534,459 $ 3,173 $ (3,180) $ 534,452 ========= ========= ========= =========
Loans
We offer a broad range of products designed to meet the credit needs of our borrowers. Our lending activities consist of residential mortgage loans, multifamily residential real estate loans, commercial real estate loans, construction loans, commercial business loans which include trade finance products, and consumer loans. Net loans receivable increased $255.6 million, or 5% to $5.34 billion at March 31, 2005. The increase in loans during the first quarter of 2005 was funded primarily through the growth in deposits and FHLB advances, as well as through repayments and sales of investment securities available-for-sale.
28
The growth in loans is comprised of net increases in single family loans of $50.8 million or 16%, multifamily loans of $64.1 million or 6%, commercial real estate loans of $97.7 million or 4%, construction loans of $47.4 million or 14%, and trade finance loans of $21.8 million or 14%, offset by net decreases in both commercial loans of $20.6 million or 5% and consumer loans, including home equity lines of credit, of $3.2 million or 2%.
As mentioned previously, we securitized approximately $50.4 million of multifamily loans through FNMA during the first quarter of 2005. We recorded approximately $559 thousand in mortgage servicing assets as a result of the securitization since the Bank continues to service the underlying loans.
The following table sets forth the composition of the loan portfolio as of the dates indicated:
March 31, 2005 December 31, 2004 --------------------- --------------------- DOLLARS IN THOUSANDS Amount Percent Amount Percent - ---------------------------------------------------- ---------- --------- ---------- --------- Real estate loans: Residential, one to four units..................... $ 378,387 7.0% $ 327,554 6.4% Residential, multifamily........................... 1,185,273 22.0% 1,121,107 21.8% Commercial and industrial real estate.............. 2,654,493 49.3% 2,556,827 49.8% Construction....................................... 395,889 7.3% 348,501 6.8% ---------- --------- ---------- --------- Total real estate loans......................... 4,614,042 85.6% 4,353,989 84.8% ---------- --------- ---------- --------- Other loans: Business, commercial............................... 595,610 11.0% 594,346 11.6% Automobile......................................... 9,106 0.2% 10,151 0.2% Other consumer..................................... 172,886 3.2% 175,008 3.4% ---------- --------- ---------- --------- Total other loans................................ 777,602 14.4% 779,505 15.2% ---------- --------- ---------- --------- Total gross loans.............................. 5,391,644 100.0% 5,133,494 100.0% ========= ========= Unearned fees, premiums and discounts, net........... (1,715) (2,156) Allowance for loan losses............................ (53,868) (50,884) ---------- ---------- Loan receivable, net............................ $5,336,061 $5,080,454 ========== ==========
29
Nonperforming Assets Nonperforming assets are comprised of nonaccrual loans, loans past due 90
days or more but not on nonaccrual, restructured loans and other real estate
owned, net. Nonperforming assets, as a percentage of total assets, were 0.14%
and 0.10% at March 31, 2005 and December 31, 2004, respectively. Nonaccrual
loans totaled $3.8 million at March 31, 2005, compared with $4.9 million at
year-end 2004. Loans totaling $3.7 million were placed on nonaccrual status
during the first quarter of 2005. These additions to nonaccrual loans were
offset by $188 thousand in payoffs and principal paydowns, $474 thousand in
gross chargeoffs, and $4.1 million in loans brought current. Additions to
nonaccrual loans during the first quarter of 2005 were comprised of $9 thousand
in residential single family loans, $3.5 million in commercial real estate
loans, $155 thousand in commercial business loans, and $44 thousand in consumer
loans. Loans past due 90 days or more but not on nonaccrual totaled $4.3 million at
March 31, 2005. This compares to $681 thousand at December 31, 2004. The
increase is comprised of one commercial real estate loan amounting to $230
thousand and two trade finance loans totaling $4.1 million that are fully
guaranteed by the Export-Import Bank of the United States. Restructured loans or loans that have had their original terms modified
totaled $236 thousand at March 31, 2005, representing one commercial business
loan. There were no restructured loans or loans that have had their original
terms modified at December 31, 2004. Other real estate owned ("OREO") includes properties acquired
through foreclosure or through full or partial satisfaction of loans. We had
one OREO property at March 31, 2005 and December 31, 2004, with a carrying value
of $299 thousand, representing a condominium unit that was held as partial
collateral for a commercial business loan. The following table sets forth information regarding nonaccrual loans, loans
past due 90 days or more but not on nonaccrual, restructured loans and other
real estate owned as of the dates indicated: 30
March 31, December 31,
DOLLARS IN THOUSANDS 2005 2004
- ------------------------------------------------------- ----------- -----------
Nonaccrual loans....................................... $ 3,825 $ 4,924
Loans past due 90 days or more but not on nonaccrual... 4,290 681
----------- -----------
Total nonperforming loans......................... 8,115 5,605
Restructured loans..................................... 236 --
Other real estate owned, net........................... 299 299
----------- -----------
Total nonperforming assets........................ $ 8,650 $ 5,904
=========== ===========
Total nonperforming assets to total assets............. 0.14% 0.10%
Allowance for loan losses to nonperforming loans....... 663.81% 907.83%
Nonperforming loans to total gross loans............... 0.15% 0.11%
We evaluate loan impairment according to the provisions of SFAS No. 114,
Accounting by Creditors for Impairment of a Loan, as amended. Under SFAS
No. 114, loans are considered impaired when it is probable that we will be
unable to collect all amounts due according to the contractual terms of the loan
agreement, including scheduled interest payments. Impaired loans are measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate or, as an expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent, less costs to sell. If the measure of the impaired loan is less
than the recorded investment in the loan, the deficiency will be charged off
against the allowance for loan losses. At March 31, 2005, we classified $4.3 million of our loans as impaired,
compared with $5.6 million at December 31, 2004. Specific reserves on impaired
loans amounted to $1.4 million at March 31, 2005, compared with $1.1 million at
December 31, 2004. Our average recorded investment in impaired loans for the
three months ended March 31, 2005 and 2004 were $4.1 million and $5.9 million,
respectively. During the three months ended March 31, 2005 and 2004, gross
interest income that would have been recorded on impaired loans, had they
performed in accordance with their original terms, totaled $60 thousand and $81
thousand, respectively. Of this amount, actual interest recognized on impaired
loans, on a cash basis, was $12 thousand and $24 thousand, respectively. Allowance for Loan Losses We are committed to maintaining the allowance for loan losses at a level that
is considered to be commensurate with estimated and known risks in the
portfolio. Although the adequacy of the allowance is reviewed quarterly, our
management performs an ongoing assessment of the risks inherent in the
portfolio. While we believe that the allowance for loan losses is adequate at
March 31, 2005, future additions to the allowance will be subject to continuing
evaluation of estimated and known, as well as inherent, risks in the loan
portfolio. The allowance for loan losses is increased by the provision for loan losses
which is charged against current period operating results, and is decreased by
the amount of net chargeoffs during the period. At March 31, 2005, the
allowance for loan losses amounted to $53.9 million, or 1.00% of total loans,
compared with $50.9 million, or 0.99% of total loans, at December 31, 2004, and
$42.3 million, or 1.16% of total loans, at March 31, 2004. The $3.0 million
increase in the allowance for loan losses at March 31, 2005, from year-end 2004,
is comprised of $4.4 million in additional loss provisions reduced by $765
thousand in net chargeoffs recorded during the period. Additionally, we
reclassified $621 thousand from the allowance for loan losses to other
liabilities during the first three months of 2005. This amount represents
additional loss allowances required for unfunded loan commitments and off-
balance sheet credit exposures related primarily to our trade finance lending
activities. At March 31, 2005, the allowance for unfunded loan commitments and
off-balance sheet credit exposures amounted to $8.3 million. 31
The provision for loan losses of $4.4 million for the first quarter of 2005 represents a 17% increase from the $3.8 million in loss provisions charged during the first quarter of 2004. First quarter 2005 net chargeoffs amounted to $765 thousand and represent 0.06% of average loans outstanding for the three months ended March 31, 2005. This compares to net chargeoffs of $840 thousand or 0.10% of average loans outstanding for the same period in 2004. We continue to record loss provisions to compensate for both the sustained growth of our loan portfolio and our continued lending focus on increasing our portfolio of commercial real estate, commercial business, including trade finance, and construction loans.
The following table summarizes activity in the allowance for loan losses for the three months ended March 31, 2005 and 2004:
Three Months Ended March 31, -------------------------- DOLLARS IN THOUSANDS 2005 2004 - ----------------------------------------------------- ------------ ------------ Allowance balance, beginning of period............... $ 50,884 $ 39,246 Reclass to allowance for unfunded loan commitments and off-balance sheet credit exposures............. (621) 112 Provision for loan losses............................ 4,370 3,750 Charge-offs: Business, commercial............................... 820 945 Automobile......................................... 44 30 Other.............................................. -- 3 ------------ ------------ Total charge-offs................................ 864 978 ------------ ------------ Recoveries: 1-4 family residential real estate................. 20 9 Business, commercial............................... 55 61 Automobile......................................... 24 68 ------------ ------------ Total recoveries................................. 99 138 ------------ ------------ Net charge-offs.............................. 765 840 ------------ ------------ Allowance balance, end of period..................... $ 53,868 $ 42,268 Average loans outstanding............................ $ 5,236,534 $ 3,452,857 Total gross loans outstanding, end of period......... $ 5,391,644 $ 3,644,765 Annualized net charge-offs to average loans.......... 0.06% 0.10% Allowance for loan losses to total gross loans at the end of period.................................. 1.00% 1.16%
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Our total allowance for loan losses is comprised of two components-allocated
and unallocated. We utilize several methodologies to determine the allocated
portion of the allowance and to test overall adequacy. The two primary
methodologies, the classification migration model and the individual loan review
analysis methodology, provide the basis for determining allocations between the
various loan categories as well as the overall adequacy of the allowance. These
methodologies are augmented by ancillary analyses, which include historical loss
analyses, peer group comparisons, and analyses based on the federal regulatory
interagency policy for loan and lease losses. The following table reflects management's allocation of the allowance for
loan losses by loan category and the ratio of each loan category to total loans
as of the dates indicated: Allocated reserves on single family loans increased $176 thousand, or 30%, to
$762 thousand due primarily to a 16% increase in the volume of single family
loans at March 31, 2005 in comparison to year-end 2004 levels. Moreover,
criticized (i.e. rated "special mention") single family loans
increased to $1.2 million at March 31, 2005, compared to only $125 thousand at
December 31, 2004. Allocated reserves on multifamily loans decreased $77 thousand, or 2%, to
$3.6 million at March 31, 2005 despite a 6% increase in the volume of
multifamily loans at March 31, 2005 from year-end 2004 levels. Contributing to
the decrease in allocated reserves on multifamily loans is a decrease in both
criticized and classified (i.e. rated "substandard" and
"doubtful") loans at March 31, 2005 relative to year-end 2004.
Specifically, multifamily loans rated special mention and substandard totaled
$2.6 million and $787 thousand, respectively, at March 31, 2005, compared to
$9.8 million and $1.1 million, respectively, at December 31, 2004. 33
March 31, 2005 December 31, 2004
-------------------- --------------------
DOLLARS IN THOUSANDS Amount Percent Amount Percent
- ----------------------------------------- ---------- --------- ---------- ---------
1-4 family residential real estate....... $ 762 7.0% $ 586 6.4%
Multifamily real estate.................. 3,626 22.0% 3,703 21.8%
Commercial and industrial real estate.... 15,473 49.3% 15,053 49.8%
Construction............................. 8,101 7.3% 7,082 6.8%
Business, commercial..................... 17,621 11.0% 16,486 11.6%
Automobile............................... 455 0.2% 510 0.2%
Consumer and other....................... 741 3.2% 741 3.4%
Other risks.............................. 7,089 -- 6,723 --
---------- --------- ---------- ---------
Total.................................. $ 53,868 100.0% $ 50,884 100.0%
========== ========= ========== =========
Allocated reserves on commercial real estate loans increased $420 thousand, or 3%, to $15.5 million at March 31, 2005 due primarily to a 4% increase in the volume of loans in this loan category relative to year-end 2004. Partially offsetting this volume increase is a decrease in commercial real estate loans rated special mention to $2.5 million at March 31, 2005, compared with $7.7 million at December 31, 2004.
Allocated reserves on construction loans increased $1.0 million, or 14%, to $8.1 million at March 31, 2005 primarily due to a 14% increase in the volume of loans in this category when compared to December 31, 2004.
Allocated loss reserves on commercial business loans increased $1.1 million, or 7%, to $17.6 million at March 31, 2005 despite a less than 1% increase in the volume of loans in this category relative to year-end 2004 levels. The increase in allocated reserves on commercial business loans is primarily due to $1.1 million in additional specific allowances recorded for two loans. Furthermore, substandard commercial business loans increased to $12.5 million at March 31, 2005, compared to $10.8 million at year-end 2004. This is partially offset by a decrease in commercial business loans rated special mention to $2.2 million at March 31, 2005, compared with $3.1 million at December 31, 2004.
Allocated reserves on automobile loans decreased $55 thousand, or 11%, to $455 thousand as of March 31, 2005, primarily resulting from a 10% decrease in the volume of loans in this category at March 31, 2005 relative to December 31, 2004.
Reflecting the minimal change in the volume of consumer loans at March 31, 2005 relative to year-end 2004, allocated reserves on consumer loans totaling $741 thousand remained unchanged as of March 31, 2005 and December 31, 2004. Consumer loans are comprised predominantly of home equity loans and home equity lines of credit, and to a lesser extent, credit card and overdraft protection lines.
The allowance for loan losses of $53.9 million at March 31, 2005 exceeded the allocated allowance by $7.1 million, or 13% of the total allowance. This compares to an unallocated allowance of $6.7 million, also representing 13% of the total allowance, as of December 31, 2004. The $7.1 million unallocated allowance at March 31, 2005 is comprised of two elements. The first element, which accounts for $2.3 million of the unallocated allowance, represents a 5% economic risk factor that takes into consideration the state of the national economy. This condition has been exacerbated by scandals linked to various large corporations and government-sponsored enterprises, the continuing geopolitical instability in the Middle East, and the devaluation of the U.S. dollar relative to other currencies. Furthermore, the continued interest rate increases by the Federal Reserve may have an unfavorable impact on consumer cash flows and debt coverage ratios. In consideration of this uncertain economic outlook, our management has deemed it prudent to continue to set aside an additional 5% of the required allowance amount to compensate for this current economic risk. The second element, which accounts for approximately $4.8 million, or approximately 10% of the allocated allowance amount of $46.8 million at March 31, 2005, was established to compensate for the modeling risk associated with the classification migration and individual loan review analysis methodologies. These risk factors are consistent with allocations set aside in prior periods.
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Deposits
Deposits increased 5% to $4.74 billion at March 31, 2005, from $4.52 billion at December 31, 2004. The deposit growth was comprised of increases in non- interest bearing demand accounts of $73.8 million, or 7%, money market accounts of $115.5 million, or 23%, time deposit accounts of $52.1 million, or 2%, partially offset by decreases in savings accounts of $20.1 million, or 6%, and checking accounts of $1.7 million, or 1%. Core deposits, or non-time deposit accounts, amounted to $2.45 billion at March 31, 2005, representing 52% of total deposits, with time deposits representing the remaining 48%. This represents an increase from year-end 2004, wherein core deposits accounted for 50% of the total deposit balance. The growth in core deposits is a reflection of the Bank's continued focus in increasing its small and mid-sized commercial customer base.
Borrowings
We regularly use FHLB advances and short-term borrowings, which consist of federal funds purchased and securities sold under agreements to repurchase, to manage our liquidity position. FHLB advances increased 8% to $925.7 million as of March 31, 2005, representing an increase of $64.9 million from December 31, 2004. A large portion of the outstanding FHLB advances at March 31, 2005 amounting to $610.0 million represents overnight advances. This compares to total overnight FHLB advances of $505.0 million as of December 31, 2004. We did not enter into additional term FHLB advances during the first quarter of 2005.
Short-term borrowings, representing federal funds purchased, totaled $31.5 million at March 31, 2005. We had no outstanding short-term borrowings at December 31, 2004.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
There were no material changes outside the ordinary course of our business in our off-balance sheet arrangements or contractual obligations during the quarter ended March 31, 2005.
Capital Resources
Our primary source of capital is the retention of net after tax earnings. At March 31, 2005, stockholders' equity totaled $534.0 million, a 4% increase from $514.3 million as of December 31, 2004. The increase is due primarily to: (1) net income of $23.5 million recorded during the first three months of 2005; (2) stock compensation costs amounting to $658 thousand related to our Restricted Stock Program; (3) tax benefits of $401 thousand resulting from the exercise of nonqualified stock options; and (4) net issuance of common stock totaling $383 thousand, representing 36,143 shares, from the exercise of stock options. These transactions were offset by (1) payments of first quarter 2005 cash dividends totaling $2.6 million; and (2) a decrease of $2.6 million in unrealized gains on available-for-sale securities.
35
Our management is committed to maintaining capital at a level sufficient to assure our shareholders, our customers and our regulators that our company and our bank subsidiary are financially sound. We are subject to risk-based capital regulations adopted by the federal banking regulators in January 1990. These guidelines are used to evaluate capital adequacy and are based on an institution's asset risk profile and off-balance sheet exposures. According to the regulations, institutions whose Tier 1 and total capital ratios meet or exceed 6% and 10%, respectively, are deemed to be "well-capitalized." At March 31, 2005, the Bank's Tier 1 and total capital ratios were 9.3% and 10.5%, respectively, compared to 9.5% and 10.6%, respectively, at December 31, 2004.
The following table compares East West Bancorp, Inc.'s and East West Bank's actual capital ratios at March 31, 2005, to those required by regulatory agencies for capital adequacy and well-capitalized classification purposes:
Minimum Well East West East West Regulatory Capitalized Bancorp Bank Requirements Requirements ---------- ---------- ------------ ------------ Total Capital (to Risk-Weighted Assets).. 10.8% 10.5% 8.0% 10.0% Tier 1 Capital (to Risk-Weighted Assets). 9.7% 9.3% 4.0% 6.0% Tier 1 Capital (to Average Assets)....... 8.8% 8.5% 4.0% 5.0%
ASSET LIABILITY AND MARKET RISK MANAGEMENT
Liquidity
Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers' credit needs and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by the Asset/Liability Committee and the Board of Directors. This process is intended to ensure the maintenance of sufficient funds to meet our liquidity needs, including adequate cash flow for off-balance sheet instruments.
Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and broker deposits, federal funds facilities, repurchase agreement facilities and advances from the Federal Home Loan Bank of San Francisco. These funding sources are augmented by payments of principal and interest on loans, the routine liquidation of securities from the available-for-sale portfolio and securitizations of eligible loans. Primary uses of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.
During the first quarter of 2005, we experienced net cash inflows from operating activities of $33.0 million, compared to net cash inflows of $24.9 million for the first quarter of 2004. Net cash inflows from operating activities for the first quarter of 2005 and 2004 were primarily due to net income earned during the period.
36
Net cash outflows from investing activities totaled $334.5 million and $331.4 million for the first quarter of 2005 and 2004, respectively. Net cash outflows from investing activities for both periods can be attributed primarily to the growth in our loan portfolio and purchases of available-for-sale securities. These activities were partially offset by repayments, maturities, redemptions and net sales proceeds from investment securities.
We experienced net cash inflows from financing activities of $313.5 million for the first quarter of 2005, primarily due to deposit growth, net proceeds from FHLB advances, and an increase in short term borrowings. During the same period in 2004, growth in deposits, net proceeds from FHLB advances and net proceeds from the issuance of common stock related to a private placement offering largely accounted for the net cash inflows from financing activities totaling $547.4 million.
As a means of augmenting our liquidity sources, we have established federal funds lines with five correspondent banks and several master repurchase agreements with major brokerage companies. At March 31, 2005, our available borrowing capacity includes approximately $109.0 million in repurchase arrangements, $188.5 million in federal funds line facilities, and $927.4 million in unused FHLB advances. We believe our liquidity sources to be stable and adequate. At March 31, 2005, we are not aware of any information that was reasonably likely to have a material effect on our liquidity position.
The liquidity of East West Bancorp, Inc. is primarily dependent on the payment of cash dividends by its subsidiary, East West Bank, subject to limitations imposed by the Financial Code of the State of California. For the three months ended March 31, 2005 and 2004, total dividends paid by East West Bank to East West Bancorp, Inc. amounted to $2.6 million and $2.4 million respectively. As of March 31, 2005, approximately $192.2 million of undivided profits of East West Bank were available for dividends to East West Bancorp, Inc.
Interest Rate Sensitivity Management
Our success is largely dependent upon our ability to manage interest rate risk, which is the impact of adverse fluctuations in interest rates on our net interest income and net portfolio value. Although in the normal course of business we manage other risks, such as credit and liquidity risk, we consider interest rate risk to be our most significant market risk and could potentially have the largest material effect on our financial condition and results of operations.
The fundamental objective of the asset liability management process is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital. Our strategy is formulated by the Asset/Liability Committee, which coordinates with the Board of Directors to monitor our overall asset and liability composition. The Committee meets regularly to evaluate, among other things, the sensitivity of our assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses on our available-for-sale portfolio, purchase and securitization activity, and maturities of investments and borrowings.
37
Our overall strategy is to minimize the adverse impact of immediate incremental changes in market interest rates (rate shock) on net interest income and net portfolio value. Net portfolio value is defined as the present value of assets, minus the present value of liabilities and off-balance sheet instruments. The attainment of this goal requires a balance between profitability, liquidity and interest rate risk exposure. To minimize the adverse impact of changes in market interest rates, we simulate the effect of instantaneous interest rate changes on net interest income and net portfolio value on a monthly basis. The table below shows the estimated impact of changes in interest rates on our net interest income and market value of equity as of March 31, 2005 and December 31, 2004, assuming a parallel shift of 100 to 200 basis points in both directions:
Net Interest Income Net Portfolio Value Volatility (1) Volatility (2) ------------------------- ------------------------- Change in Interest March 31, December 31, March 31, December 31, Rates (Basis Points) 2005 2004 2005 2004 - ---------------------- ------------ ------------ ------------ ------------ +200 3.7 % 7.0 % (10.9)% (7.8)% +100 2.3 % 3.9 % (5.0)% (3.2)% -100 (3.0)% (4.0)% 3.3 % 2.1 % -200 (6.5)% (8.2)% 4.9 % 2.0 %
_______
(1) The percentage change represents net interest income for twelve months in a stable interest rate environment versus net interest income in the various rate scenarios.All interest-earning assets, interest-bearing liabilities and related derivative contracts are included in the interest rate sensitivity analysis at March 31, 2005 and December 31, 2004. At March 31, 2005 and December 31, 2004, our estimated changes in net interest income and net portfolio value were within the ranges established by the Board of Directors.
Our primary analytical tool to gauge interest rate sensitivity is a simulation model used by many major banks and bank regulators, and is based on the actual maturity and repricing characteristics of interest-rate sensitive assets and liabilities. The model attempts to predict changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. As an enhancement to the primary simulation model, prepayment assumptions and market rates of interest provided by independent broker/dealer quotations, an independent pricing model and other available public sources are incorporated into the model. Adjustments are made to reflect the shift in the Treasury and other appropriate yield curves. The model also factors in projections of anticipated activity levels by Bank product line and takes into account our increased ability to control rates offered on deposit products in comparison to our ability to control rates on adjustable-rate loans tied to published indices.
38
The following table provides the outstanding principal balances and the weighted average interest rates of our financial instruments as of March 31, 2005. We do not consider these financial instruments to be materially sensitive to interest rate fluctuations. Historically, the balances of these financial instruments have remained fairly constant over various economic conditions. The information presented below is based on the repricing date for variable rate instruments and the expected maturity date for fixed rate instruments.
Expected Maturity or Repricing Date by Year Fair Value ---------------------------------------------------------------- at After March 31, DOLLARS IN THOUSANDS Year 1 Year 2 Year 3 Year 4 Year 5 Year 5 Total 2005 - --------------------------- ---------- --------- --------- --------- ---------- ---------- ---------- ----------- At March 31, 2005: Assets: Investment securities available-for-sale (fixed rate)............. $ 68,482 $ 224,967 $ 56,967 $ -- $ 1 $ 30,081 $ 380,498 $ 376,076 Weighted average rate.... 2.07 % 2.99 % 3.41 % -- % 9.00 % 5.21 % 3.06 % Investment securities available-for-sale (variable rate).......... $ 228,016 $ 119 $ -- $ -- $ -- $ -- $ 228,135 $ 228,039 Weighted average rate.... 3.99 % 6.69 % -- % -- % -- % -- % 3.99 % Total gross loans......... $3,669,090 $ 839,415 $ 244,547 $ 139,864 $ 162,934 $ 335,794 $5,391,644 $ 5,402,688 Weighted average rate.... 5.99 % 6.03 % 5.73 % 5.96 % 5.74 % 6.45 % 6.01 % Liabilities: Checking accounts......... $ 333,000 $ -- $ -- $ -- $ -- $ -- $ 333,000 $ 333,000 Weighted average rate.... 0.77 % -- % -- % -- % -- % -- % 0.77 % Money market accounts..... $ 623,491 $ -- $ -- $ -- $ -- $ -- $ 623,491 $ 623,491 Weighted average rate.... 1.97 % -- % -- % -- % -- % -- % 1.97 % Savings deposits.......... $ 320,275 $ -- $ -- $ -- $ -- $ -- $ 320,275 $ 320,275 Weighted average rate.... 0.13 % -- % -- % -- % -- % -- % 0.13 % Time deposits............. $2,105,506 $ 170,086 $ 15,874 $ 732 $ 1,104 $ 372 $2,293,674 $ 2,281,505 Weighted average rate.... 2.34 % 2.44 % 1.73 % 2.88 % 2.79 % 0.35 % 2.34 % Federal Home Loan Bank advances................. $ 610,443 $ 166,750 $ 146,000 $ 1,500 $ 1,000 $ -- $ 925,693 $ 922,337 Weighted average rate.... 2.94 % 1.90 % 2.41 % 3.75 % 4.98 % -- % 2.67 % Junior subordinated debt.. $ -- $ -- $ -- $ -- $ -- $ 21,392 $ 21,392 $ 30,214 Weighted average rate (fixed rate)............. -- % -- % -- % -- % -- % 10.91 % 10.91 % Junior subordinated debt.. $ 36,084 $ -- $ -- $ -- $ -- $ -- $ 36,084 $ 41,099 Weighted average rate (variable rate).......... 5.17 % -- % -- % -- % -- % -- % 5.17 %
Expected maturities of assets are contractual maturities adjusted for projected payment based on contractual amortization and unscheduled prepayments of principal as well as repricing frequency. Expected maturities for deposits are based on contractual maturities adjusted for projected rollover rates and changes in pricing for deposits with no stated maturity dates. We utilize assumptions supported by documented analyses for the expected maturities of our loans and repricing of our deposits. We also rely on third party data providers for prepayment projections for amortizing securities. The actual maturities of these instruments could vary significantly if future prepayments and repricing differ from our expectations based on historical experience.
39
The fair values of short-term investments approximate their book values due to their short maturities. The fair values of available-for-sale securities are based on bid quotations from third party data providers. The fair values of loans are estimated for portfolios with similar financial characteristics and take into consideration discounted cash flows based on expected maturities or repricing dates utilizing estimated market discount rates as projected by third party data providers.
Transaction deposit accounts, which include checking, money market and savings accounts, are presumed to have equal book and fair values because the interest rates paid on these accounts are based on prevailing market rates. The fair value of time deposits is based upon the discounted value of contractual cash flows, which is estimated using current rates offered for deposits of similar remaining terms. The fair value of short-term borrowings approximates book value due to their short maturities. The fair value of FHLB advances is estimated by discounting the cash flows through maturity or the next repricing date based on current rates offered by the FHLB for borrowings with similar maturities. The fair value of junior subordinated debt is estimated by discounting the cash flows through maturity based on current market rates.
The Asset/Liability Committee is authorized to utilize a wide variety of off- balance sheet financial techniques to assist in the management of interest rate risk. We sometimes use derivative financial instruments as part of our asset and liability management strategy, with the overall goal of minimizing the impact of interest rate fluctuations on our net interest margin and stockholders' equity. The use of derivatives has not had a material effect on our operating results or financial position.
In August and November 2004, we entered into equity swap agreements with a major investment brokerage firm to hedge against market fluctuations in a promotional equity index certificate of deposit product that we offered to Bank customers for a limited time during the latter half of 2004. This product, which has a term of 5 1/2 years, pays interest based on the performance of the Hang Seng China Enterprises Index (the "HSCEI"). The combined notional amounts of the equity swap agreements total $24.6 million with termination dates similar to the stated maturity date on the underlying certificate of deposit host contracts. For the equity swap agreements, we pay interest based on the one-month Libor minus a spread on a monthly basis and receive any increase in the HSCEI at swap termination date. Under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, a certificate of deposit that pays interest based on changes in an equity index is a hybrid instrument with an embedded derivative (i.e. equity call option) that must be accounted for separately from the host contract (i.e. the certificate of deposit). In accordance with SFAS No. 133, both the embedded equity call options on the certificates of deposit and the freestanding equity swap agreements are marked-to-market every month with resulting changes in fair value recorded in the statements of income. The combined fair value of the embedded derivatives at March 31, 2005 amounted to $3.0 million and is included in interest-bearing deposits on the consolidated balance sheet. The fair value of the equity swap agreements total $(1.1) million at March 31, 2005. The fair value of the equity swap agreements and embedded equity call options are estimated using discounted cash flow analyses based on expectations of LIBOR rates and the change in value of the HSCEI based upon the life of the individual swap agreement. For the quarter ended March 31, 2005, the net impact on the consolidated statements of income related to these swap agreements was an expense of $515 thousand.
40
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISKS
For quantitative and qualitative disclosures regarding market risks in our portfolio, see, "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations - Asset Liability and Market Risk Management."
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer along with our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer concluded that our disclosure controls and procedures are effective. There have been no significant changes in our internal controls during the fiscal quarter covered by the report that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not involved in any material legal proceedings. Our subsidiary, East West Bank, from time to time is party 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 the Bank. In the opinion of our management, based upon the advice of legal counsel, the resolution of any such issues would not have a material adverse impact on our financial position, results of operations, or liquidity.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of the Company's securities during the first quarter of 2005 are as follows:
Total Number Approximate of Shares Dollar Value Purchased as of Shares Part of That May Yet Total Number Average Publicly Be Purchased of Shares Price Paid Announced Under the Month Ended Purchased (1) per Share Programs Programs - -------------------- ------------- ------------ -------------- ------------- January 31, 2005 -- $ -- -- (2) February 28, 2005 -- $ -- -- (2) March 31, 2005 -- $ -- -- (2) ------------- ------------ -------------- ------------- Total -- $ -- -- $ 7,000,000 ============= ============ ============== =============
__________
(1) Excludes repurchased shares due to forfeitures of restricted stock awards
pursuant to the Company's 1998 Stock Incentive Plan.
(2) On November 27, 2001, the Company's Board of Directors announced its sixth
repurchase program authorizing the repurchase of up to $7.0 million of its
common stock. This repurchase program has no expiration date and, to date, no
shares have been purchased under this program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
No events have transpired which would make response to this item appropriate.
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ITEM 6. EXHIBITS
(i) Exhibit 10 Subordinated Note Purchase Agreement between Wisconsin Capital Corporation and East West Bank and Subordinated Note
(ii) Exhibit 31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(iii) Exhibit 31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(iv) Exhibit 32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(v) Exhibit 32.2 Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
All other material referenced in this report which is required to be filed as an exhibit hereto has previously been submitted.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 3, 2005
EAST WEST BANCORP, INC.
|
|
By: /s/ Julia Gouw JULIA GOUW Executive Vice President and |
43
SUBORDINATED NOTE PURCHASE AGREEMENT
between
Wisconsin Capital Corporation
and
East West Bank
Dated as of April 28, 2005
TABLE OF CONTENTS
Page |
||
1. |
DEFINITIONS |
1 |
1.1. Defined Terms |
1 |
|
1.2. Certain UCC and Accounting Terms; Interpretations |
6 |
|
1.3. Exhibits and Schedules Incorporated |
6 |
|
2. |
SUBORDINATED DEBT |
6 |
2.1. General Matters |
6 |
|
2.2. The Subordinated Note |
7 |
|
2.3. Maturity Date |
7 |
|
2.4. Unsecured Facility |
7 |
|
2.5. The Closing |
7 |
|
2.6. Interest Rate Matters |
7 |
|
2.7. Certain Provisions Regarding LIBO Rate Tranches |
8 |
|
2.8. Payments |
10 |
|
2.9. Capital Adequacy |
10 |
|
3. |
DISBURSEMENTS |
11 |
3.1. Initial Disbursement |
11 |
|
3.2. Conditions Precedent to Initial Disbursement |
11 |
|
3.3. Conditions to All Disbursements; Renewals and Conversions |
12 |
|
4. |
GENERAL REPRESENTATIONS AND WARRANTIES |
13 |
4.1. Organization and Authority |
13 |
|
4.2. No Impediment to Transactions |
14 |
|
4.3. Purposes of the Facility |
14 |
|
4.4. Financial Condition |
14 |
|
4.5. Title to Properties |
15 |
|
4.6. No Material Adverse Change |
16 |
|
4.7. Legal Matters |
16 |
|
4.8. Borrower Status |
18 |
|
4.9. No Misstatement |
18 |
|
4.10. Representations and Warranties Generally |
18 |
|
5. |
GENERAL COVENANTS, CONDITIONS AND AGREEMENTS |
19 |
5.1. Compliance with Transaction Documents |
19 |
|
5.2. Material Transactions |
19 |
|
5.3. Business Operations |
20 |
|
5.4. Compliance with Laws |
20 |
|
5.5. Lender Expenses |
21 |
|
5.6. Subordinated Debt |
21 |
|
5.7. Inspection Rights |
21 |
|
6. |
REPORTING |
22 |
6.1. Annual |
22 |
|
6.2. Quarterly |
22 |
|
6.3. Securities Filings |
22 |
|
6.4. Compliance Certificate |
22 |
|
6.5. Copies of Other Reports and Correspondence |
22 |
|
6.6. Proceedings |
22 |
|
6.7. Event of Default; Material Adverse Change |
23 |
|
6.8. Issuance of Borrower Capital Stock |
23 |
|
.9. Other Information Requested by Lender |
23 |
|
7. |
FINANCIAL COVENANT |
23 |
8. |
BORROWER'S DEFAULT |
23 |
8.1. Borrower's Defaults and Lender's Remedies |
23 |
|
8.2. Protective Advances |
23 |
|
8.3. Other Remedies |
25 |
|
8.4. No Lender Liability |
25 |
|
8.5. Lender's Fees and Expenses |
25 |
|
8.6. Limitation on Remedies with Respect to Subordinated Debt |
25 |
|
9. |
MISCELLANEOUS |
26 |
9.1. Release; Indemnification |
26 |
|
9.2. Assignment and Participation |
26 |
|
9.3. Prohibition on Assignment |
27 |
|
9.4. Time of the Essence |
27 |
|
9.5. No Waiver |
27 |
|
9.6. Severability |
27 |
|
9.7. Usury; Revival of Liabilities |
28 |
|
9.8. Notices |
28 |
|
9.9. Successors and Assigns |
29 |
|
9.10. No Joint Venture |
29 |
|
9.11. Brokerage Commissions |
29 |
|
9.12. Publicity |
29 |
|
9.13. Documentation |
29 |
|
9.14. Additional Assurances; Right of Sell-off |
29 |
|
9.15. Entire Agreement |
30 |
|
9.16. Choice of Law |
30 |
|
9.17. Forum; Agent; Venue |
30 |
|
9.18. No Third Party Beneficiary |
30 |
|
9.19. Legal Tender of United States |
30 |
|
9.20. Captions; Counterparts |
30 |
|
9.21. Knowledge; Discretion |
30 |
EXHIBITS:
A Form of Subordinated Note
B Form of Rate Election Notice
C Form of Opinion of Borrower's Counsel
D Form of Authorization to Debit Account
E Form of Notice of Authorized Borrowers
F Form of Quarterly Compliance Certificate
DISCLOSURE SCHEDULES:
4.1.2 Subsidiaries; Capital Stock of Borrower
4.5.1 Financing Statements
4.7.3 Regulatory Enforcement Actions
4.7.4 Pending Litigation
4.7.6 ERISA
5.2.3 Indebtedness
SUBORDINATED NOTE PURCHASE AGREEMENT
This SUBORDINATED NOTE PURCHASE AGREEMENT (this "Agreement") is dated as of April 28, 2005 and is made by and between EAST WEST BANK, a California state-chartered Federal Reserve member bank ("Borrower"), and WISCONSIN CAPITAL CORPORATION, a Nevada corporation ("Lender").
R E C I T A L S :
A. Borrower is a California state-chartered Federal Reserve member bank and a wholly-owned subsidiary of East West Bancorp, Inc., a Delaware corporation ("Bancorp").
B. Borrower has requested that Lender purchase from Borrower subordinated debt (the "Subordinated Debt") that qualifies as Tier 2 capital under applicable rules and regulations of the Board of Governors of the Federal Reserve System ("FRB"). The Subordinated Debt may be referred to in this Agreement as the "Facility."
C. Lender is willing to purchase from Borrower a subordinated note in an aggregate principal amount of $50,000,000 in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Note. The Subordinated Debt is intended to qualify as Tier 2 capital under applicable rules and regulations promulgated by the FRB.
THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows:
A G R E E M E N T:
"Affiliate(s)" means, with respect to any Person, such Person's immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with, said Person, and their respective Affiliates, members, shareholders, directors, officers, employees, agents and representatives.
"Assignee Lender" has the meaning ascribed to such term in Section 9.2.
"Bancorp" has the meaning ascribed to such term in the recitals hereto.
"Base Rate" shall mean that rate of interest (expressed as a percent per annum) equal to Lender's "base" or "prime" rate (which is not necessarily the lowest or most favorable rate of interest charged by Lender on commercial loans at any time) in effect from time to time, which means a base rate of interest established by US Bank National Association from time to time that serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Any change in the rate of interest hereunder due to a change in the base or prime rate shall become effective on the date each change in the base or prime rate is announced by US Bank National Association.
"Base Rate Tranche" shall mean a Borrowing Tranche as to which the Base Rate is applicable.
"Borrower" has the meaning ascribed to such term in the preamble hereto and shall include any successor to East West Bank or such other Person that shall assume the obligations of the borrower under the Transaction Documents.
"Borrower 2004 Financial Statements" has the meaning ascribed to such term in Section 4.4.
"Borrower 2004 Financial Statements Date" has the meaning ascribed to such term in Section 4.4.
"Borrower Financial Statements" has the meaning ascribed to such term in Section 4.4.
"Borrower's Accountant" means Deloitte & Touche LLP, or such other nationally recognized firm of certified public accountants selected by Borrower as shall from time to time audit Borrower.
"Borrower's Liabilities" means Borrower's obligations under this Agreement and any other Transaction Documents.
"Borrowing Date" means the date any Borrowing Tranche is disbursed, renewed or converted (from a LIBO Tranche to a Base Rate Tranche or from a Base Rate Tranche to a LIBO Tranche pursuant to Section 2.7.2 or 2.7.3).
"Borrowing Tranche" means a disbursement of proceeds under the Facility pursuant to this Agreement.
"Business Day" means (a) for all purposes other than as covered by clause (b) hereof, a day of the week (but not a Saturday, Sunday or a legal holiday under the laws of the State of Wisconsin or any other day on which banking institutions located in Wisconsin are authorized or required by law or other governmental action to close) on which the Milwaukee, Wisconsin offices of U.S. Bank National Association are open to the public for carrying on substantially all of its business functions and (b) with respect to determinations in connection with, and payments of principal and interest on any LIBO Rate Tranche, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in U.S. dollar-denominated deposits in the London Interbank Eurodollar Market. Unless specifically referenced in this Agreement as a Business Day, all references to "days" shall be to calendar days.
"CCFI" means the California Commissioner of Financial Institutions.
"Closing" means the meaning ascribed to such term in Section 2.5.
"Closing Date" means April 28, 2005.
"Code" means the Internal Revenue Code of 1986, as amended or recodified.
"Condition or Release" means any presence, use, storage, transportation, discharge, disposal, release or threatened release of any Hazardous Materials.
"Default Rate" has the meaning ascribed to such term in Section 2.6.3.
"Disclosure Schedule" means, in aggregate, the disclosures contemplated herein as included in the Disclosure Schedule, which has been delivered in connection with the execution of this Agreement.
"Employee Benefit Plan" means an "employee benefit plan" within the meaning of Section 3(3) of ERISA.
"Equity Interest" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants, options or other rights to purchase any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended or recodified.
"ERISA Affiliate" means any person (as defined in Section 3(9) of ERISA) which together with Borrower would be a member of the same "controlled group" within the meaning of Sections 414(b), (m), (c) and (o) of the Code.
"Event of Default" has the meaning ascribed to such term in Section 8.1.1.
"Facility" has the meaning ascribed to such term in the recital hereto.
"FDIC" means the Federal Deposit Insurance Corporation.
"Federal Reserve Notice" shall have the meaning ascribed to such term in Section 8.6.
"FDI Act" means the Federal Deposit Insurance Act, as amended or recodified.
"FRB" shall have the meaning ascribed to such term in the recitals hereto and shall include any other Governmental Agency that serves as the primary federal regulator of Borrower from time to time while the Facility is outstanding.
"GAAP" means generally accepted accounting principles in effect from time to time in the United States of America.
"Governmental Agency(ies)" means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency including, without limitation, the FRB, the CCFI and the FDIC.
"Hazardous Materials" means oil, flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.
"Hazardous Materials Claims" has the meaning ascribed to such term in Section 4.7.7.
"Hazardous Materials Laws" mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including, without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U. S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.
"Indebtedness" means and includes: (a) all items arising from the borrowing of money that, according to GAAP now in effect, would be included in determining total liabilities as shown on the consolidated balance sheet of Borrower or any Subsidiary; (b) all obligations secured by any lien in property owned by Borrower whether or not such obligations shall have been assumed; (c) all guaranties and similar contingent liabilities with respect to obligations of others; and (d) all other obligations (including, without limitation, letters of credit) evidencing obligations to others; provided, however, Indebtedness shall not include (i) deposits or other indebtedness created, incurred or maintained in the ordinary course of Borrower's business (including, without limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by Borrower's depository institution and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations or (ii) indebtedness created, incurred or maintained that is expressly subordinate and junior in all respects (including, without limitation, with respect to the right of payment) to or pari passu with the Facility.
"Initial Disbursement" has the meaning ascribed to such term in Section 3.1.
"Instructions" means disbursement instructions given by Borrower to Lender specifying the manner in which proceeds of the Subordinated Debt should be disbursed at Closing.
"Interest Rate Protection Agreement" means an interest rate swap, cap, collar or other hedging or derivative agreement, to which Lender or any Affiliate of Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith.
"Interim Financial Statements" has the meaning ascribed to such term in Section 4.4.
"Leases" means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.
"Lender" has the meaning ascribed to such term in the preamble hereto.
"LIBO Rate" means that rate of interest equal to (a) the quotient of (i) the average of the rates of interest, rounded upward, if necessary, to the nearest whole multiple of .0625% (1/16 of 1%), quoted to Lender in accordance with U.S. Bank National Association's normal and customary practices in the London Inter-Bank Eurodollar Market for U.S. Dollar deposits with prime banks, as such average appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on the date that is two Business Days prior to any applicable Borrowing Date for an amount approximately equal to the applicable LIBO Rate Tranche and for a period of time approximately equal to a LIBOR Period, divided by (ii) 100% minus the Reserve Percentage.
"LIBO Rate Tranche" means a Borrowing Tranche as to which the LIBO Rate is applicable.
"LIBOR Period" means a period of three months with respect to a LIBO Rate Tranche; provided that no LIBOR Period shall extend beyond the Maturity Date.
"Maturity Date" means April 28, 2015.
"Permitted Encumbrances" has the meaning ascribed to such term in Section 4.5.1.
"Person" means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.
"Property" means any real property owned or leased by Borrower or any Subsidiary.
"Rate Election Notice" shall mean a properly completed notice in the form attached as Exhibit B hereto or a verbal notice conveyed to Lender in accordance with its disbursement procedures from time to time.
"Reserve Percentage" means the percentage announced within Lender as the reserve percentage under Regulation D of the FRB for loans and obligations making reference to a LIBO Rate for a LIBOR Period. The Reserve Percentage shall be based on Regulation D or other regulations from time to time in effect concerning reserves for Eurocurrency Liabilities as defined in Regulation D from related institutions as though Lender were in a net borrowing position, as promulgated by the FRB, or its successor.
"RICO Related Law" means the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other federal, state or local law for which forfeiture of assets is a potential penalty.
"Subordinated Debt" has the meaning ascribed to such term in the recitals hereto.
"Subordinated Debt Amount" means $50,000,000.
"Subordinated Note" means a subordinated note in the form attached as Exhibit A hereto in the principal amount of the Subordinated Debt Amount, as amended, restated, supplemented or modified from time to time and each debenture delivered in substitution or exchange for such subordinated note.
"Subsidiary" means East West Mortgage Securities, LLC and any corporation or other entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by Borrower.
"Surviving Entity" has the meaning ascribed to such term in Section 5.2.1.
"Tier 2 Capital" has the definition provided in, and shall be determined in accordance with, the rules and regulations of the FRB.
"Transaction Documents" means this Agreement and those other documents and instruments (including, without limitation, all agreements, instruments and documents, including, without limitation, guaranties, mortgages, deeds of trust, pledges, powers of attorney, consents, assignments, contracts, notices and all other written matter heretofore, now and/or from time to time hereafter executed by and/or on behalf of Borrower in connection with this Agreement and the Facility) entered into or delivered in connection with or relating to the Facility, including any other documents listed on the schedule of closing documents prepared in connection with the Closing. Transaction Documents shall also include any Interest Rate Protection Agreement between Borrower and Lender.
"UCC" shall mean the Uniform Commercial Code as enacted in the State of Wisconsin, as amended or recodified.
"Unmatured Event of Default" means an event or circumstance that with the passage of time, the giving of notice or both could become an Event of Default.
Lender's refusal to disburse any proceeds of the Facility on account of the provisions of this Section 3.3 shall not alter or diminish any of Borrower's other obligations hereunder or otherwise prevent any breach or default of Borrower hereunder from becoming an Event of Default. Each Rate Election Notice submitted by Borrower hereunder shall constitute an affirmation that Borrower has performed, observed and complied with its covenants, conditions and agreements contained herein in all material respects.
if to Borrower: East West Bank
415 Huntington Drive
San Marino, California 91108
Attn: Julia S. Gouw, Executive Vice President and Chief Financial Officer
Telephone No.: (626) 583-3512
Fax No.: (626) 602-8008
E-Mail Address: jgouw@eastwestbank.com
if to Lender: Wisconsin Capital Corporation
c/o U.S. Bank National Association
One US Bank Plaza
TRAM SL MO TI2M
St. Louis, Missouri 63101
Attn: Louis T. Dubuque, Vice President
Telephone No.: (314) 418-8371
Fax No.: (314) 418-3571
E-Mail Address: louis.t.dubuque@usbank.com
and: Wisconsin Capital Corporation
c/o U.S. Bank National Association
777 East Wisconsin Avenue
3rd Floor - Wisconsin Level
Milwaukee, Wisconsin 53202
Attn: Jon B. Beggs, Vice President
Telephone No.: (414) 765-4411
Fax No.: (414) 765-6236
E-Mail Address: jon.beggs@usbank.com
or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice, provided that no change in address shall be effective until seven days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, five Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier.
WAIVER OF RIGHT TO JURY TRIAL. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, THE SUBORDINATED DEBENTURE OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND (c) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Subordinated Note Purchase Agreement to be executed by their duly authorized representatives as of the date first above written.
EAST WEST BANK
By:
Name: Julia S. Gouw
Title: Executive Vice President and Chief Financial Officer
WISCONSIN CAPITAL CORPORATION
By:
Name: Louis T. Dubuque
Title: Vice President
EXHIBIT A
FORM OF SUBORDINATED NOTE
THIS SUBORDINATED NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL AGENCY.
$50,000,000.00 Milwaukee, Wisconsin
______________, 2005
FOR VALUE RECEIVED, the undersigned, EAST WEST BANK, a California state-chartered Federal Reserve member bank ("Borrower"), hereby promises to pay to the order of WISCONSIN CAPITAL CORPORATION, a Nevada corporation, or any holder hereof from time to time ("Lender"), at such place as may be designated in writing by Lender, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) (or so much thereof that has been advanced and remains outstanding) with interest thereon as hereinafter provided. This Subordinated Note (this "Subordinated Note") is issued pursuant to the terms of that certain Subordinated Note Purchase Agreement of even date herewith by and between Borrower and Lender (as may be amended, restated, supplemented or modified from time to time, the "Agreement"). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
All accrued interest and unpaid principal and other amounts due and payable under this Subordinated Note shall be paid in full on or before the Maturity Date. The outstanding unpaid principal balance of this Subordinated Note shall be payable in one installment on the Maturity Date. The unpaid principal amount outstanding under this Subordinated Note from time to time shall bear interest before maturity in accordance with the Agreement. Under certain circumstances as provided in the Agreement, overdue interest payments under this Subordinated Note shall bear interest from the due date thereof until paid at a daily rate equal to the Default Rate.
Whenever any payment to be made under this Subordinated Note shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. There shall be no penalties or other charges payable by Borrower to Lender hereunder other than those payments described in this Subordinated Note or in the Agreement. Borrower may prepay all or, from time to time, part of the outstanding unpaid principal balance under this Subordinated Note in accordance with Section 2.8.1 of the Agreement.
This Subordinated Note is not secured by any assets of Borrower. No payment shall be made at any time on account of the principal hereof, unless following such payment the sum of (a) the shareholders' equity of Borrower and (b) the aggregate principal amount thereafter outstanding under this Subordinated Note and all other capital notes and debentures of Borrower shall equal or exceed the sum of (i) $__________ (which represents the shareholders' equity of Borrower at the date of the original issue of this Subordinated Note) and (ii) $50,000,000 (which represents the principal amount of all capital notes and debentures, including this Subordinated Note, at the date of original issue of this Subordinated Note), except as may be otherwise authorized by the CCFI.
So long as any portion of the unpaid principal of this Subordinated Note is deemed by the FRB to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt, the rights of Lender to the principal sum hereunder or any part hereof and to any accrued interest thereon shall remain subject and subordinate to the claims of general creditors and depositors of Borrower (collectively, "Senior Claims"), but hereby expressly excluding claims relating to Other Subordinated Indebtedness (as defined below) with respect to which the rights of Lender are senior in all respects. Upon dissolution or liquidation of Borrower, no payment of principal, interest or premium (including post-default interest) shall be due and payable under the terms of this Subordinated Note until all Senior Claims (which expressly exclude claims relating to the Other Subordinated Indebtedness) shall have been paid in full. If thi s Subordinated Note ceases to be deemed to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt, other than due to the limitations imposed by the second sentence of 12 C.F.R Section 250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, Borrower shall: immediately notify Lender; and immediately upon request of Lender execute and deliver all such agreements (including without limitation pledge agreements and replacement notes) as Lender may request in order to restructure the obligation evidenced hereby as a senior obligation of Borrower with the same interest rate and Maturity Date as is provided in the Agreement with respect to this Subordinated Note. If Borrower fails to execute such agreements as required by Lender within 30 days of Lender's request, such failure shall be deemed to be an Event of Default under Se ction 8.1.1 of the Agreement.
As used herein, "Other Subordinated Indebtedness" shall mean indebtedness that is subordinated to the interests of the Borrower's depositors or is otherwise intended to qualify as regulatory capital of Borrower in accordance with the rules and regulations of the FRB.
If an Event of Default shall occur, Lender shall have the rights set forth in Section 8.1.2 of the Agreement.
If any attorney is engaged by Lender to enforce or defend any provision of this Subordinated Note or any of the other Transaction Documents, or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Borrower shall pay to Lender immediately upon demand all attorneys' fees and expenses, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance owing hereunder as if such unpaid attorneys' fees and expenses had been added to the principal.
No previous waiver and no failure or delay by Lender in acting with respect to the terms of this Subordinated Note or any of the other Transaction Documents shall constitute a waiver of any breach, default or failure of condition under this Subordinated Note, the Agreement or any of the other Transaction Documents or the obligations secured thereby. A waiver of any term of this Subordinated Note or any of the other Transaction Documents or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this Subordinated Note and the terms of any other document related to the Facility evidenced by this Subordinated Note, the terms of this Subordinated Note shall prevail.
Except as otherwise provided in the Agreement, Borrower expressly waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late charges, and diligence in taking any action to collect any sums owing under this Subordinated Note. In addition, Borrower expressly agrees that this Subordinated Note and any payment coming due hereunder may be extended from time to time without in any way affecting the liability of any such party hereunder.
Time is of the essence with respect to every provision hereof. This Subordinated Note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that federal laws preempt the laws of the State of California, and all persons and entities in any manner obligated under this Subordinated Note consent to the jurisdiction of any federal or State court within Los Angeles, California having proper venue and also consent to service of process by any means authorized by California or Federal law. Any reference contained herein to attorneys' fees and expenses shall be deemed to be to reasonable fees and expenses and to include all reasonable fees and expenses of in-house or staff attorneys and the reasonable fees and expenses of any other experts or consultants.
All agreements between Borrower and Lender (including, without limitation, this Subordinated Note and the Agreement, and any other documents securing all or any part of the indebtedness evidenced hereby) are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to Lender exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof, the Agreement or any other documents securing all or any part of the indebtedness evidenced hereby at the time performance of such provisions shall be due, shall involve exceeding the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under such applicable laws, and if, for any reason whatsoever, Lender shall ever receive as interest an amount which would be de emed unlawful under such applicable law, such interest shall be automatically applied to the payment of the principal of this Subordinated Note (whether or not then due and payable) and not to the payment of interest or refunded to Borrower if such principal has been paid in full.
Lender may sell, assign, pledge or otherwise transfer or encumber any or all of its interest under this Subordinated Note at any time and from time to time; provided, however, that the prior written consent of Borrower, not to be unreasonably withheld or delayed, is required for any sale or assignment of this Subordinated Note. In the event of a transfer, all terms and conditions of this Subordinated Note shall be binding upon and inure to the benefit of the transferee after such transfer.
Upon receipt of notice from Lender advising Borrower of the loss, theft, destruction or mutilation of this Subordinated Note, Borrower shall, execute and deliver in lieu thereof a new debenture in principal amount equal to the unpaid principal amount of such lost, stolen, destroyed or mutilated debenture, dated the date to which interest has been paid on such lost, stolen, destroyed or mutilated Subordinated Note.
Unless otherwise provided in the Agreement, all payments on account of the indebtedness evidenced by this Subordinated Note shall be first applied to the payment of costs and expenses of Lender which are due and payable, then to past-due interest on the unpaid principal balance and the remainder to principal.
Any notice which either party hereto may be required or may desire to give hereunder shall be governed by the notice provisions of the Agreement.
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS Subordinated Note OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS SUBORDINATED NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE TRANSACTION DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
IN WITNESS WHEREOF, the undersigned has executed this Subordinated Note or caused this Subordinated Note to be executed by its duly authorized representative as of the date first above written.
EAST WEST BANK
By:
Name: Julia S. Gouw
Title: Executive Vice President and Chief Financial Officer
EXHIBIT B
FORM OF RATE ELECTION NOTICE
_________________, 200__
Wisconsin Capital Corporation
c/o U.S. Bank National Association
777 East Wisconsin Avenue
3rd Floor - Wisconsin Level
Milwaukee, Wisconsin 53202
Attn: Correspondent Banking Division
Ladies and Gentlemen:
This will confirm the telephone conversation Ms./Mr. _____________________ had with your office on _____________, 200__, regarding Borrowing Tranches under and as defined in the Subordinated Note Purchase Agreement dated as of April __, 2005 (the "Agreement"), as follows:
FROM FACILITY #:______________
Amount of Currently Outstanding LIBO Rate Tranche: $____________
Amount of Currently Outstanding Base Rate Tranche: $____________
For Currently Outstanding LIBO Rate Tranche (complete as applicable):
- Amount to be converted to Base Rate Tranche
(multiple of $5,000,000): $____________
- Amount to be continued for additional LIBOR Period: $____________
For Currently Outstanding Base Rate Tranche (complete as applicable):
- Amount to be converted to LIBO Rate Tranche
(multiple of $5,000,000): $____________
Date:______________________
We acknowledge that the election reflected herein is subject to Section 2.6.1 and the other provisions of the Agreement.
Very truly yours,
EAST WEST BANK
By:
Authorized Signature
EXHIBIT C
FORM OF OPINION OF BORROWER'S COUNSEL
April __, 2005
Wisconsin Capital Corporation
c/o U.S. Bank National Association
777 East Wisconsin Avenue
3rd Floor - Wisconsin Level
Milwaukee, Wisconsin 53202
Attn: Correspondent Banking Division
Re: Subordinated Note Issued by East West Bank
Ladies and Gentlemen:
We have served as counsel to East West Bank ("Borrower"), a California state-chartered Federal Reserve member bank, in connection with the Facility described in that certain Subordinated Note Purchase Agreement dated as of April __, 2005 (the "Purchase Agreement") by and between Borrower and Wisconsin Capital Corporation, a Nevada corporation ("Lender"). This opinion is being delivered to you pursuant to Section 3.2.1 of the Purchase Agreement. Capitalized terms used herein and otherwise undefined shall have the meanings given them in the Purchase Agreement.
In order to render the opinions expressed herein, we have examined the following (collectively, the "Financing Documents"):
1. the executed Purchase Agreement and the other Transaction Documents; and
2. such other documents, instruments, writings and agreements as we deemed appropriate.
In our examination of the Financing Documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity of all copies submitted to us with the originals to be delivered and the due authorization, execution and delivery by each party to such documents (other than Borrower).
Based on the foregoing and subject to the qualifications set forth in this letter, it is our opinion that:
1. Borrower is a state-chartered Federal Reserve member bank, duly organized, validly existing and in good standing under the laws of the State of California. The deposit accounts of Borrower are insured by the FDIC. Borrower has the requisite power and authority, corporate or otherwise, to conduct its business as it has been and is now being conducted. The authorized capital stock of Borrower is as stated in the Purchase Agreement and such stock is validly issued and outstanding, fully paid and non-assessable, and is owned in its entirety, beneficially and of record by Bancorp.
2. Provided that Lender is an accredited investor within the meaning of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Act"), it is not necessary in conjunction with the issuance of the Subordinated Note, to register the Subordinated Note under the Act or the laws of the State of California.
3. No order, permission, consent or approval of any federal or state commission, board or regulatory authority is required for the execution and delivery or performance by Borrower of the Transaction Documents.
4. Except as disclosed in the Transaction Documents, there are no actions, suits, investigations, or proceedings pending, or to our knowledge, threatened against or affecting Borrower or any Subsidiary, or the business or properties of Borrower or any Subsidiary, or before or by any Governmental Agency or any court, arbitrator or grand jury, which can reasonably be expected to result in any material adverse change in business, operations or properties or assets or in the condition, financial or otherwise, of Borrower or any Subsidiary, or in the ability of Borrower or any Subsidiary to perform under the Transaction Documents. None of Borrower or any Subsidiary is, to our knowledge, in default with respect to any judgment, order, writ, injunction, decree, demand, rule or regulation of any court, arbitrator, grand jury, or of any Governmental Agency, default under which might have consequences which would materially and adversely affect the business, properties or assets of the condition , financial or otherwise, of Borrower or any Subsidiary.
5. There is no default by Borrower or any Subsidiary under any order, writ, injunction or decree of any court, any applicable law, instrumentality, any contract, lease, agreement, instrument or commitment to which any of them is a party or bound, which has or would have a material adverse effect upon the condition, financial or otherwise, of Borrower, or any Subsidiary or their ability to perform under the Transaction Documents.
6. To our knowledge, no proceeds of the Facility will be used to purchase or carry any margin stock or to extend credit to others for purposes of purchasing or carrying margin stock.
7. The execution, delivery and performance by Borrower of the Transaction Documents (a) are within Borrower's corporate powers, (b) have been duly authorized by all necessary corporate action of Borrower, (c) do not contravene (i) Borrower's articles of association or by-laws or (ii) any law or contractual restriction (including, without limitation, any restriction set forth in any indenture) affecting Borrower or any Subsidiary and (d) do not result in the creation of any lien or other encumbrance upon or with respect to any of the assets or property of Borrower or any Subsidiary.
8. The Transaction Documents are legally valid and binding obligations of Borrower and are enforceable against it in accordance with their respective terms, except as such enforceability may be limiting by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or limiting creditors' rights or equitable principles generally.
Very truly yours,
EXHIBIT D
FORM OF AUTHORIZATION TO DEBIT ACCOUNT
To: U.S. Bank Agency Services, as Servicing Agent
Attention: (Insert Agency Specialist Name)
Fax Number: (Insert Fax Number)
EAST WEST BANK (the "Borrower") hereby authorizes and directs U.S. Bank National Association (the "Bank") to debit the Borrower's account no. _____________________ at the Bank for the amount of any interest, fees or principal due on any of the Borrower's indebtedness to Wisconsin Capital Corporation, and to pay such amount to Wisconsin Capital Corporation.
DATED:_____________________ |
EAST WEST BANK
By: Name: Title: |
EXHIBIT E
FORM OF NOTICE OF AUTHORIZED BORROWERS
To: U.S. Bank Agency Services, as Servicing Agent
Attention: (Insert Agency Specialist Name)
Fax Number: (Insert Fax Number)
Please be advised that the following people are authorized to request advances, principal reductions or fixed rate contracts (e.g. LIBOR loans) under the credit facilities referenced in the Subordinated Note Purchase Agreement, dated as of April __, 2005, between East West Bank and Wisconsin Capital Corporation:
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DATED:_____________________ |
EAST WEST BANK
By: Name: Title: |
EXHIBIT F
FORM OF QUARTERLY COMPLIANCE CERTIFICATE
for the Quarter Ended ______________________
The undersigned, the ____________________ of East West Bank ("Borrower"), hereby delivers this certificate pursuant to Section 6.4 of that certain Subordinated Note Purchase Agreement dated as of April __, 2005, between Borrower and Wisconsin Capital Corporation (the "Agreement") and certifies as of the date hereof as follows:
1. Attached hereto are the quarterly financial reports described in Section 6.2 of the Agreement for the above-referenced quarter.
2. Borrower is in compliance in all material respects with all covenants contained in the Agreement, and has provided a detailed calculation, as of the quarter-end date set forth in the title hereof, of the financial covenant set forth in Section 7 of the Agreement on Annex A attached hereto.
3. No Event of Default has occurred or is continuing under the Agreement. [Or, if incorrect, provide detail regarding the Event of Default and the steps being taken to cure it and the time within which such cure will occur.]
4. Borrower's representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8 and 4.9 of the Agreement are true as of the date of this certificate.
Capitalized terms in this Quarterly Compliance Certificate that are otherwise undefined shall have the meanings given them in the Agreement.
Dated: [INSERT DATE]
EAST WEST BANK
By:
Name:
Title:
ANNEX A
to
QUARTERLY COMPLIANCE CERTIFICATE
[DISCLOSURE SCHEDULES TO BE ATTACHED]
SUBORDINATED NOTE
THIS SUBORDINATED NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL AGENCY.
$50,000,000.00 Milwaukee, Wisconsin
______________, 2005
FOR VALUE RECEIVED, the undersigned, EAST WEST BANK, a California state-chartered Federal Reserve member bank ("Borrower"), hereby promises to pay to the order of WISCONSIN CAPITAL CORPORATION, a Nevada corporation, or any holder hereof from time to time ("Lender"), at such place as may be designated in writing by Lender, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) (or so much thereof that has been advanced and remains outstanding) with interest thereon as hereinafter provided. This Subordinated Note (this "Subordinated Note") is issued pursuant to the terms of that certain Subordinated Note Purchase Agreement of even date herewith by and between Borrower and Lender (as may be amended, restated, supplemented or modified from time to time, the "Agreement"). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
All accrued interest and unpaid principal and other amounts due and payable under this Subordinated Note shall be paid in full on or before the Maturity Date. The outstanding unpaid principal balance of this Subordinated Note shall be payable in one installment on the Maturity Date. The unpaid principal amount outstanding under this Subordinated Note from time to time shall bear interest before maturity in accordance with the Agreement. Under certain circumstances as provided in the Agreement, overdue interest payments under this Subordinated Note shall bear interest from the due date thereof until paid at a daily rate equal to the Default Rate.
Whenever any payment to be made under this Subordinated Note shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. There shall be no penalties or other charges payable by Borrower to Lender hereunder other than those payments described in this Subordinated Note or in the Agreement. Borrower may prepay all or, from time to time, part of the outstanding unpaid principal balance under this Subordinated Note in accordance with Section 2.8.1 of the Agreement.
This Subordinated Note is not secured by any assets of Borrower. No payment shall be made at any time on account of the principal hereof, unless following such payment the sum of (a) the shareholders' equity of Borrower and (b) the aggregate principal amount thereafter outstanding under this Subordinated Note and all other capital notes and debentures of Borrower shall equal or exceed the sum of (i) $__________ (which represents the shareholders' equity of Borrower at the date of the original issue of this Subordinated Note) and (ii) $50,000,000 (which represents the principal amount of all capital notes and debentures, including this Subordinated Note, at the date of original issue of this Subordinated Note), except as may be otherwise authorized by the CCFI.
So long as any portion of the unpaid principal of this Subordinated Note is deemed by the FRB to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt, the rights of Lender to the principal sum hereunder or any part hereof and to any accrued interest thereon shall remain subject and subordinate to the claims of general creditors and depositors of Borrower (collectively, "Senior Claims"), but hereby expressly excluding claims relating to Other Subordinated Indebtedness (as defined below) with respect to which the rights of Lender are senior in all respects. Upon dissolution or liquidation of Borrower, no payment of principal, interest or premium (including post-default interest) shall be due and payable under the terms of this Subordinated Note until all Senior Claims (which expressly exclude claims relating to the Other Subordinated Indebtedness) shall have been paid in full. If thi s Subordinated Note ceases to be deemed to be Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to the capital status of the subordinated debt, other than due to the limitations imposed by the second sentence of 12 C.F.R Section 250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, Borrower shall: immediately notify Lender; and immediately upon request of Lender execute and deliver all such agreements (including without limitation pledge agreements and replacement notes) as Lender may request in order to restructure the obligation evidenced hereby as a senior obligation of Borrower with the same interest rate and Maturity Date as is provided in the Agreement with respect to this Subordinated Note. If Borrower fails to execute such agreements as required by Lender within 30 days of Lender's request, such failure shall be deemed to be an Event of Default under Se ction 8.1.1 of the Agreement.
As used herein, "Other Subordinated Indebtedness" shall mean indebtedness that is subordinated to the interests of the Borrower's depositors or is otherwise intended to qualify as regulatory capital of Borrower in accordance with the rules and regulations of the FRB.
If an Event of Default shall occur, Lender shall have the rights set forth in Section 8.1.2 of the Agreement.
If any attorney is engaged by Lender to enforce or defend any provision of this Subordinated Note or any of the other Transaction Documents, or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Borrower shall pay to Lender immediately upon demand all attorneys' fees and expenses, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance owing hereunder as if such unpaid attorneys' fees and expenses had been added to the principal.
No previous waiver and no failure or delay by Lender in acting with respect to the terms of this Subordinated Note or any of the other Transaction Documents shall constitute a waiver of any breach, default or failure of condition under this Subordinated Note, the Agreement or any of the other Transaction Documents or the obligations secured thereby. A waiver of any term of this Subordinated Note or any of the other Transaction Documents or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this Subordinated Note and the terms of any other document related to the Facility evidenced by this Subordinated Note, the terms of this Subordinated Note shall prevail.
Except as otherwise provided in the Agreement, Borrower expressly waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late charges, and diligence in taking any action to collect any sums owing under this Subordinated Note. In addition, Borrower expressly agrees that this Subordinated Note and any payment coming due hereunder may be extended from time to time without in any way affecting the liability of any such party hereunder.
Time is of the essence with respect to every provision hereof. This Subordinated Note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that federal laws preempt the laws of the State of California, and all persons and entities in any manner obligated under this Subordinated Note consent to the jurisdiction of any federal or State court within Los Angeles, California having proper venue and also consent to service of process by any means authorized by California or Federal law. Any reference contained herein to attorneys' fees and expenses shall be deemed to be to reasonable fees and expenses and to include all reasonable fees and expenses of in-house or staff attorneys and the reasonable fees and expenses of any other experts or consultants.
All agreements between Borrower and Lender (including, without limitation, this Subordinated Note and the Agreement, and any other documents securing all or any part of the indebtedness evidenced hereby) are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to Lender exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof, the Agreement or any other documents securing all or any part of the indebtedness evidenced hereby at the time performance of such provisions shall be due, shall involve exceeding the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under such applicable laws, and if, for any reason whatsoever, Lender shall ever receive as interest an amount which would be de emed unlawful under such applicable law, such interest shall be automatically applied to the payment of the principal of this Subordinated Note (whether or not then due and payable) and not to the payment of interest or refunded to Borrower if such principal has been paid in full.
Lender may sell, assign, pledge or otherwise transfer or encumber any or all of its interest under this Subordinated Note at any time and from time to time; provided, however, that the prior written consent of Borrower, not to be unreasonably withheld or delayed, is required for any sale or assignment of this Subordinated Note. In the event of a transfer, all terms and conditions of this Subordinated Note shall be binding upon and inure to the benefit of the transferee after such transfer.
Upon receipt of notice from Lender advising Borrower of the loss, theft, destruction or mutilation of this Subordinated Note, Borrower shall, execute and deliver in lieu thereof a new debenture in principal amount equal to the unpaid principal amount of such lost, stolen, destroyed or mutilated debenture, dated the date to which interest has been paid on such lost, stolen, destroyed or mutilated Subordinated Note.
Unless otherwise provided in the Agreement, all payments on account of the indebtedness evidenced by this Subordinated Note shall be first applied to the payment of costs and expenses of Lender which are due and payable, then to past-due interest on the unpaid principal balance and the remainder to principal.
Any notice which either party hereto may be required or may desire to give hereunder shall be governed by the notice provisions of the Agreement.
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS Subordinated Note OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS SUBORDINATED NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE TRANSACTION DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
IN WITNESS WHEREOF, the undersigned has executed this Subordinated Note or caused this Subordinated Note to be executed by its duly authorized representative as of the date first above written.
EAST WEST BANK
By:
Name: Julia S. Gouw
Title: Executive Vice President and Chief Financial Officer
Exhibit 31.1
EAST WEST BANCORP, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Dominic Ng, certify that:
Date: May 3, 2005
/s/ Dominic Ng
DOMINIC NG
President and Chief Executive Officer
Exhibit 31.2
EAST WEST BANCORP, INC.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Julia Gouw, certify that:
Date: May 3, 2005
/s/ Julia Gouw
JULIA GOUW
Executive Vice President and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of East West Bancorp, Inc. (the "Company") on Form 10-Q for the three month period ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dominic Ng, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
Date: May 3, 2005
/s/ DOMINIC NG
Dominic Ng
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of East West Bancorp, Inc. (the "Company") on Form 10-Q for the three month period ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Julia Gouw, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
Date: May 3, 2005
/s/ JULIA GOUW
Julia Gouw
Executive Vice President and
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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end