10-Q 1 a07-19185_110q.htm 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

Mark One

x                              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2007

 

or

 

o                                 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.

(Exact name of registrant as specified in its charter)

Delaware

 

95-4703316

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

135 N. Los Robles Ave, 7th Floor, Pasadena, California 91101

(Address of principal executive offices) (Zip Code)

 

(626) 768-6000

(Registrant’s telephone number, including area code)

 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

Number of shares outstanding of the issuer’s common stock on the latest practicable date: 60,850,096 shares of common stock as of July 31, 2007.

 







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 including future earnings, operating results and financial condition.  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 as a result from:

·                  effect of interest rate and currency exchange fluctuations;

·                  competition in the financial services market for both loans and deposits;

·                  our ability to incorporate acquisitions into our operations;

·                  credit quality;

·                  the effect of regulatory and legislative action; and

·                  regional and general economic conditions.

For a discussion of some of the other factors that might cause such differences, see the Company’s Form 10-K under the heading “Item 1A. RISK FACTORS.”  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 except as required by law.

3




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

190,538

 

$

192,559

 

Securities purchased under resale agreements

 

200,000

 

100,000

 

Investment securities available-for-sale, at fair value (with amortized cost of $1,799,770 in 2007 and $1,663,505 in 2006)

 

1,784,870

 

1,647,080

 

Loans receivable, net of allowance for loan losses of $77,280 in 2007 and $78,201 in 2006

 

7,949,179

 

8,182,172

 

Investment in Federal Home Loan Bank stock, at cost

 

55,907

 

77,469

 

Investment in Federal Reserve Bank stock, at cost

 

18,430

 

17,830

 

Other real estate owned, net

 

622

 

2,786

 

Investment in affordable housing partnerships

 

43,674

 

36,564

 

Premises and equipment, net

 

44,234

 

43,922

 

Due from customers on acceptances

 

15,147

 

8,134

 

Premiums on deposits acquired, net

 

17,326

 

20,383

 

Goodwill

 

244,263

 

244,259

 

Cash surrender value of life insurance policies

 

96,564

 

90,598

 

Accrued interest receivable and other assets

 

132,316

 

121,264

 

Deferred tax assets

 

36,287

 

38,691

 

TOTAL

 

$

10,829,357

 

$

10,823,711

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Customer deposit accounts:

 

 

 

 

 

Noninterest-bearing

 

$

1,306,391

 

$

1,353,734

 

Interest-bearing

 

5,840,661

 

5,881,308

 

Total deposits

 

7,147,052

 

7,235,042

 

 

 

 

 

 

 

Federal funds purchased

 

159,000

 

151,000

 

Federal Home Loan Bank advances

 

1,164,858

 

1,136,866

 

Securities sold under repurchase agreements

 

975,000

 

975,000

 

Notes payable

 

15,952

 

11,379

 

Bank acceptances outstanding

 

15,147

 

8,134

 

Accrued interest payable, accrued expenses and other liabilities

 

92,535

 

102,877

 

Long-term debt

 

204,642

 

184,023

 

Total liabilities

 

9,774,186

 

9,804,321

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 7)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock (par value of $0.001 per share)
Authorized — 200,000,000 shares
Issued — 67,068,809 shares in 2007 and 66,400,417 shares in 2006
Outstanding — 60,847,943 shares in 2007 and 61,431,278 shares in 2006

 

67

 

66

 

Additional paid in capital

 

561,595

 

544,469

 

Retained earnings

 

590,975

 

525,247

 

Treasury stock, at cost — 6,220,866 shares in 2007 and 4,969,139 shares in 2006

 

(88,928

)

(40,305

)

Accumulated other comprehensive loss, net of tax

 

(8,538

)

(10,087

)

Total stockholders’ equity

 

1,055,171

 

1,019,390

 

TOTAL

 

$

10,829,357

 

$

10,823,711

 

 

See accompanying notes to condensed consolidated financial statements.

4




EAST WEST BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)
(Unaudited)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

 

$

158,844

 

$

143,426

 

$

317,007

 

$

269,297

 

Investment securities available-for-sale

 

23,370

 

12,949

 

46,270

 

22,164

 

Securities purchased under resale agreements

 

3,943

 

1,896

 

7,729

 

3,243

 

Investment in Federal Home Loan Bank stock

 

668

 

646

 

1,629

 

1,208

 

Investment in Federal Reserve Bank stock

 

272

 

218

 

539

 

402

 

Short-term investments

 

117

 

113

 

217

 

236

 

Total interest and dividend income

 

187,214

 

159,248

 

373,391

 

296,550

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

Customer deposit accounts

 

61,124

 

49,939

 

120,086

 

88,828

 

Federal Home Loan Bank advances

 

12,514

 

8,199

 

27,380

 

16,907

 

Securities sold under repurchase agreements

 

9,018

 

5,005

 

17,412

 

7,882

 

Long-term debt

 

3,752

 

3,253

 

7,134

 

5,914

 

Federal funds purchased

 

1,877

 

1,208

 

3,847

 

2,327

 

Total interest expense

 

88,285

 

67,604

 

175,859

 

121,858

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES

 

98,929

 

91,644

 

197,532

 

174,692

 

PROVISION FOR LOAN LOSSES

 

 

1,333

 

 

4,666

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

98,929

 

90,311

 

197,532

 

170,026

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

Branch fees

 

3,404

 

2,890

 

6,831

 

5,429

 

Letters of credit fees and commissions

 

2,633

 

2,159

 

4,986

 

4,331

 

Ancillary loan fees

 

1,487

 

1,127

 

2,767

 

1,906

 

Net gain on sales of investment securities available-for-sale

 

918

 

145

 

2,446

 

1,861

 

Income from life insurance policies

 

1,058

 

916

 

2,032

 

1,812

 

Income from secondary market activities

 

86

 

189

 

1,024

 

373

 

Net gain on sale of real estate owned

 

 

 

1,344

 

88

 

Net gain on disposal of fixed assets

 

312

 

 

312

 

 

Other operating income

 

904

 

689

 

1,555

 

1,173

 

Total noninterest income

 

10,802

 

8,115

 

23,297

 

16,973

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

20,648

 

15,831

 

41,430

 

32,000

 

Occupancy and equipment expense

 

6,046

 

5,339

 

11,927

 

10,116

 

Deposit-related expenses

 

1,862

 

2,642

 

3,549

 

4,655

 

Amortization of premiums on deposits acquired

 

1,525

 

1,852

 

3,057

 

3,617

 

Amortization of investments in affordable housing partnerships

 

1,236

 

1,461

 

2,504

 

2,726

 

Data processing

 

1,070

 

1,028

 

2,052

 

1,788

 

Deposit insurance premiums and regulatory assessments

 

324

 

366

 

671

 

682

 

Other operating expenses

 

10,552

 

10,013

 

20,391

 

19,739

 

Total noninterest expense

 

43,263

 

38,532

 

85,581

 

75,323

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

66,468

 

59,894

 

135,248

 

111,676

 

PROVISION FOR INCOME TAXES

 

25,978

 

23,249

 

52,662

 

42,980

 

NET INCOME

 

$

40,490

 

$

36,645

 

$

82,586

 

$

68,696

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE

 

 

 

 

 

 

 

 

 

BASIC

 

$

0.67

 

$

0.61

 

$

1.36

 

$

1.17

 

DILUTED

 

$

0.66

 

$

0.59

 

$

1.34

 

$

1.15

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

BASIC

 

60,381

 

60,270

 

60,515

 

58,538

 

DILUTED

 

61,346

 

61,619

 

61,523

 

59,956

 

 

See accompanying notes to condensed consolidated financial statements.

5




EAST WEST BANCORP, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)

 

 

Common
Stock

 

Additional
Paid In
Capital

 

Retained
Earnings

 

Deferred
Compensation

 

Treasury
Stock

 

Accumulated
Other
Comprehensive
Income
(Loss),
Net of Tax

 

Comprehensive
Income

 

Total
Stockholders’
Equity

 

BALANCE, JANUARY 1, 2006

 

$

61

 

$

389,004

 

$

393,846

 

$

(8,242

)

$

(37,905

)

$

(2,626

)

 

 

$

734,138

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

68,696

 

 

 

 

 

 

 

$

68,696

 

68,696

 

Net unrealized (loss) on investment securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

(8,666

)

(8,666

)

(8,666

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

60,030

 

 

 

Elimination of deferred compensation pursuant to adoption of SFAS No. 123(R)

 

 

 

(8,242

)

 

 

8,242

 

 

 

 

 

 

 

 

Stock compensation costs

 

 

 

2,718

 

 

 

 

 

 

 

 

 

 

 

2,718

 

Tax benefit from stock option exercises

 

 

 

6,945

 

 

 

 

 

 

 

 

 

 

 

6,945

 

Tax benefit from vested restricted stock

 

 

 

543

 

 

 

 

 

 

 

 

 

 

 

543

 

Issuance of 572,716 shares pursuant to various stock plans and agreements

 

1

 

5,279

 

 

 

 

 

 

 

 

 

 

 

5,280

 

Issuance of 3,647,440 shares pursuant to Standard Bank acquisition

 

4

 

133,845

 

 

 

 

 

 

 

 

 

 

 

133,849

 

Issuance of 2,658 shares to Standard Bank employees

 

 

 

105

 

 

 

 

 

 

 

 

 

 

 

105

 

Cancellation of 27,472 shares due to forfeitures of issued restricted stock

 

 

 

935

 

 

 

 

 

(935

)

 

 

 

 

 

Dividends paid on common stock

 

 

 

 

 

(5,866

)

 

 

 

 

 

 

 

 

(5,866

)

BALANCE, JUNE 30, 2006

 

$

66

 

$

531,132

 

$

456,676

 

$

 

$

(38,840

)

$

(11,292

)

 

 

$

937,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JANUARY 1, 2007

 

$

66

 

$

544,469

 

$

525,247

 

$

 

$

(40,305

)

$

(10,087

)

 

 

$

1,019,390

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

82,586

 

 

 

 

 

 

 

$

82,586

 

82,586

 

Net unrealized gain on investment securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

1,549

 

1,549

 

1,549

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

84,135

 

 

 

Cumulative effect from the adoption of FASB Interpretation No. 48

 

 

 

 

 

(4,628

)

 

 

 

 

 

 

 

 

(4,628

)

Stock compensation costs

 

 

 

3,150

 

 

 

 

 

 

 

 

 

 

 

3,150

 

Tax benefit from stock option exercises

 

 

 

6,071

 

 

 

 

 

 

 

 

 

 

 

6,071

 

Tax benefit from vested restricted stock

 

 

 

184

 

 

 

 

 

 

 

 

 

 

 

184

 

Issuance of 668,392 shares pursuant to various stock plans and agreements

 

1

 

5,708

 

 

 

 

 

 

 

 

 

 

 

5,709

 

Cancellation of 54,980 shares due to forfeitures of issued restricted stock

 

 

 

2,013

 

 

 

 

 

(2,013

)

 

 

 

 

 

Purchase of 21,747 shares of treasury stock due to the vesting of restricted stock

 

 

 

 

 

 

 

 

 

(795

)

 

 

 

 

(795

)

Purchase of 1,175,000 shares of treasury stock pursuant to the Stock Repurchase Program

 

 

 

 

 

 

 

 

 

(45,815

)

 

 

 

 

(45,815

)

Dividends paid on common stock

 

 

 

 

 

(12,230

)

 

 

 

 

 

 

 

 

(12,230

)

BALANCE, JUNE 30, 2007

 

$

67

 

$

561,595

 

$

590,975

 

$

 

$

(88,928

)

$

(8,538

)

 

 

$

1,055,171

 

 

 

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

(In thousands)

 

Disclosure of reclassification amounts:

 

 

 

 

 

Unrealized holding gain (loss) on securities arising during the period, net of tax (expense) benefit of $(2,149) in 2007 and $5,493 in 2006

 

$

2,968

 

$

(7,587

)

Less: Reclassification adjustment for gain (loss) included in net income, net of tax (expense) of $1,027 in 2007 and $782 in 2006

 

(1,419

)

(1,079

)

Net unrealized gain (loss) on securities, net of tax (expense) benefit of $(1,122) in 2007 and $6,275 in 2006

 

$

1,549

 

$

(8,666

)

 

See accompanying notes to condensed consolidated financial statements.

6




EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

82,586

 

$

68,696

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

8,430

 

5,720

 

Stock compensation costs

 

3,150

 

2,718

 

Deferred taxes

 

(5,751

)

(7,331

)

Provision for loan losses

 

 

4,666

 

Net gain on sales of investment securities, loans and other assets

 

(4,191

)

(2,278

)

Federal Home Loan Bank stock dividends

 

(1,962

)

(1,299

)

Originations of loans held for sale

 

(21,938

)

(10,587

)

Proceeds from sale of loans held for sale

 

21,939

 

10,593

 

Tax benefit from stock option exercised

 

(6,071

)

(6,945

)

Tax benefit from vested restricted stock

 

(184

)

(543

)

Net change in accrued interest receivable and other assets

 

(17,952

)

(17,103

)

Net change in accrued interest payable, accrued expenses, and other liabilities

 

2,823

 

13,053

 

Total adjustments

 

(21,707

)

(9,336

)

Net cash provided by operating activities

 

60,879

 

59,360

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Net loan originations

 

(502,123

)

(925,738

)

Purchases of:

 

 

 

 

 

Securities purchased under resale agreements

 

(100,000

)

(50,000

)

Investment securities available-for-sale

 

(394,758

)

(982,533

)

Federal Home Loan Bank stock

 

(8,243

)

(11,823

)

Federal Reserve Bank stock

 

(600

)

(4,915

)

Premises and equipment

 

(5,340

)

(4,720

)

Short-term investments

 

(1,537

)

 

Proceeds from unsettled securities acquired

 

 

225,616

 

Proceeds from sale of:

 

 

 

 

 

Investment securities available-for-sale

 

206,987

 

116,587

 

Loans receivable

 

16,057

 

4,526

 

Other real estate owned

 

4,130

 

387

 

Premises and equipment

 

1,212

 

41

 

Maturity of interest-bearing deposits in other banks

 

 

396

 

Repayments, maturity and redemption of investment securities available-for-sale

 

773,455

 

704,118

 

Redemption of Federal Home Loan Bank stock

 

31,767

 

17,837

 

Cash obtained from acquisitions, net of cash paid

 

 

98,351

 

Net cash provided by (used in) investing activities

 

21,007

 

(811,870

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net (decrease) increase in deposits

 

(87,990

)

139,413

 

Net increase in federal funds purchased

 

8,000

 

12,500

 

Net increase in Federal Home Loan Bank advances

 

28,000

 

154,000

 

Repayment of notes payable on affordable housing investments

 

(5,041

)

(4,187

)

Proceeds from securities sold under repurchase agreements

 

 

400,000

 

Proceeds from issuance of long-term debt

 

20,000

 

30,000

 

Proceeds from issuance of common stock pursuant to various stock plans and agreements

 

5,709

 

5,279

 

Tax benefit from stock option exercised

 

6,071

 

6,945

 

Tax benefit from vested restricted stock

 

184

 

543

 

Dividends paid on common stock

 

(12,230

)

(5,866

)

Purchase of treasury shares pursuant to stock repurchase program and vesting of restricted stock

 

(46,610

)

 

Net cash (used in) provided by financing activities

 

(83,907

)

738,627

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(2,021

)

(13,883

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

192,559

 

151,192

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

190,538

 

$

137,309

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

178,728

 

$

122,767

 

Income tax payments, net of refunds

 

59,803

 

35,443

 

Noncash investing and financing activities:

 

 

 

 

 

Guaranteed mortgage loan securitizations

 

721,787

 

334,495

 

Affordable housing investment financed through notes payable

 

9,613

 

 

Real estate acquired through foreclosure

 

622

 

2,786

 

Issuance of common stock purchase pursuant to acquisition

 

 

133,849

 

Issuance of common stock to employees

 

 

105

 

 

See accompanying notes to condensed consolidated financial statements.

7




EAST WEST BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2007 and 2006
(Unaudited)

1.              BASIS OF PRESENTATION

The condensed 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 its wholly owned subsidiaries, East West Bank and subsidiaries (the “Bank”) and East West Insurance Services, Inc.  Intercompany transactions and accounts have been eliminated in consolidation.  East West also has eight wholly-owned subsidiaries that are statutory business trusts (the “Trusts”).  In accordance with Financial Accounting Standards Board Interpretation No. 46R, Consolidation of Variable Interest Entities, the Trusts are not consolidated into the accounts of East West Bancorp, Inc.

The interim condensed 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 six months ended June 30, 2007 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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

2.              SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Standards

In March 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 156, Accounting for Servicing of Financial Assets, which provides the following: 1) revised guidance on when a servicing asset and servicing liability should be recognized; 2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; 3) permits an entity to elect to measure servicing assets and servicing liabilities at fair value each reporting date and report changes in fair value in earnings in the period in which the changes occur; 4) upon initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities for securities which are identified as offsetting the entity’s exposure to changes in the fair value of servicing assets or liabilities that a servicer elects to subsequently measure at fair value; and 5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional footnote disclosures. SFAS No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006 with the effects of initial adoption being reported as a cumulative-effect adjustment to retained earnings.  The Company adopted SFAS No. 156 on January 1, 2007.  The adoption did not have a material impact on the Company’s consolidated financial statements.  The Company has elected not to fair value servicing assets and liabilities as of each reporting period as

8




permitted by SFAS No. 156, but instead continue to amortize servicing assets and liabilities in accordance with current practice.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) which supplements SFAS No. 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  FIN 48 provides a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions with respect to positions taken or expected to be taken in income tax returns.  Specifically, the Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to economic benefits of a tax position.  If a tax position is not considered more- likely-than-not to be sustained based solely on its technical merits, no benefits of the position are to be recognized.  Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.  At adoption, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date.  Any necessary adjustment would be recorded directly to retained earnings in the period of adoption and reported as a change in accounting principle.  FIN 48 is effective for fiscal years beginning after December 15, 2006.   Pursuant to the adoption of FIN 48 on January 1, 2007, the Company recorded a net decrease to retained earnings of $4.6 million related to the measurement of a position that the Company had taken with respect to the tax treatment of regulated investment companies (RICs).  See Notes 7 and 9 to the condensed consolidated financial statements presented elsewhere herein.

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements, which expresses the Staff’s views regarding the process of quantifying financial statement misstatements.  Registrants are required to quantify the impact of correcting all misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements.  The techniques most commonly used in practice to accumulate and quantify misstatements are generally referred to as the “rollover” (current year income statement perspective) and “iron curtain” (current year balance sheet perspective) approaches.  The financial statements would require adjustment when either approach results in quantifying a misstatement that is material, after considering all relevant quantitative and qualitative factors.  This guidance did not have any impact on the Company’s financial condition and results of operations.

In September 2006, the Emerging Issues Task Force (“EITF”) issued EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance  Arrangements, which requires employers to recognize an obligation associated with endorsement split-dollar life insurance arrangements that extend into the employee’s postretirement period.  EITF 06-4 is effective for financial statements issued for fiscal years beginning after December 31, 2007.  The adoption of this statement is not expected to have a material impact to the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides a single definition of fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands required disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 12, 2007, and interim periods within those years.  The provisions of SFAS No. 157 should be applied on a prospective basis.  The Company is currently evaluating the impact that this statement will have on the Company’s consolidated financial statements.

9




In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, which requires employers to fully recognize obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements.  The provisions of SFAS No. 158 require employers to (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status in the year in which the changes occur through comprehensive income in stockholders’ equity.  The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006.  The Company adopted this statement on December 31, 2006.  The adoption did not have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.  SFAS No. 159 would allow the Company a one-time irrevocable election to measure certain financial assets and liabilities on the balance sheet at fair value and report the unrealized gains and losses on the elected items in earnings at each subsequent reporting date.  This standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  Management does not expect this guidance to have a material effect on the Company’s financial condition and results of operations.

3.              STOCK-BASED COMPENSATION

The Company issues stock options and restricted stock to employees under share-based compensation plans.  The Company adopted SFAS No. 123(R), Share-Based Payment, on January 1, 2006 using the modified prospective method.  Under this method, the provisions of SFAS No. 123(R) are applied to new awards and to awards modified, repurchased or canceled after December 31, 2005 and to awards outstanding on December 31, 2005 for which requisite service has not yet been rendered.  SFAS No. 123(R) requires companies to account for stock options using the fair value method, which generally results in compensation expense recognition.  Prior to December 31, 2005, the Company accounted for its fixed stock options using the intrinsic-value method, as prescribed in Accounting Principles Board (“APB”) Opinion No. 25.  Accordingly, no stock option expense was recorded in periods prior to December 31, 2005.

During the three and six months ended June 30, 2007, total combined compensation cost recognized in the consolidated statements of income related to stock options and restricted stock awards amounted to $1.7 million and $3.1 million, respectively, with their related tax benefits of $698 thousand and $1.3 million, respectively.  During the three and six months ended June 30, 2006, total compensation cost recognized in the consolidated statements of income related to stock options and restricted stock awards amounted to $1.3 million and $2.7 million, respectively, with their related tax benefits of $530 thousand and $1.1 million, respectively.

Stock Options

The Company issues fixed stock options to certain employees, officers, and directors.  Stock options are issued at the current market price on the date of grant with a three-year or four-year vesting

10




period and contractual terms of 7 years.  Stock options issued prior to July 2002 had contractual terms of 10 years.

A summary of activity for the Company’s stock options as of and for the six months ended June 30, 2007 is presented below:

 

 

Shares

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

 

Aggregate
Intrinsic
Value
(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

2,608,171

 

$

18.02

 

 

 

 

 

Granted

 

200,963

 

38.72

 

 

 

 

 

Exercised

 

(482,610

)

9.34

 

 

 

 

 

Forfeited

 

(27,733

)

37.23

 

 

 

 

 

Outstanding at end of period

 

2,298,791

 

$

21.42

 

3.77 years

 

$

40,175

 

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest

 

2,253,634

 

$

21.11

 

3.73 years

 

$

40,075

 

Exercisable at end of period

 

1,681,462

 

$

15.70

 

3.03 years

 

$

38,971

 

 

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
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Expected term(1)

 

4 years

 

4 years

 

4 years

 

4 years

 

Expected volatility(2)

 

23.8

%

27.8

%

24.1

%

27.8

%

Expected dividend yield(3)

 

1.1

%

0.6

%

1.1

%

0.6

%

Risk-free interest rate(4)

 

4.8

%

4.8

%

4.5

%

4.7

%


(1)             The expected term (estimated period of time outstanding) of stock options granted was estimated using the historical exercise behavior of employees.

(2)             The expected volatility was based on historical volatility for a period equal to the stock option’s expected term.

(3)             The expected dividend yield is based on the Company’s prevailing dividend rate at the time of grant.

(4)             The risk-free rate is based on the U.S. Treasury strips in effect at the time of grant equal to the stock option’s expected term.

During the three and six months ended June 30, 2007 and 2006, information related to stock options is presented as follows:

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Weighted average fair value of stock options granted during the period

 

$

9.21

 

$

10.91

 

$

9.27

 

$

10.05

 

Total intrinsic value of options exercised (in thousands)

 

$

8,113

 

$

7,583

 

$

14,439

 

$

16,517

 

Total fair value of options vested (in thousands)

 

$

41

 

$

41

 

$

662

 

$

871

 

 

As of June 30, 2007, total unrecognized compensation cost related to stock options amounted to $4.5 million.  The cost is expected to be recognized over a weighted average period of 3.1 years.

11




Restricted Stock

In addition to stock options, the Company also grants restricted stock awards to directors, certain officers and employees.  The restricted shares awarded become fully vested after three to 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.  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.

A summary of the activity for restricted stock as of June 30, 2007, including changes during the six months then ended, is presented below:

 

Shares

 

Weighted
Average
Price

 

Outstanding at beginning of period

 

531,292

 

$

35.46

 

Granted

 

149,712

 

38.71

 

Vested

 

(49,976

)

27.79

 

Forfeited

 

(54,980

)

36.58

 

Outstanding at end of period

 

576,048

 

$

36.87

 

 

The weighted average fair values of restricted stock awards granted during the six months ended June 30, 2007 and 2006 were $38.71 and $36.28, respectively.

The Company also grants performance restricted stock with two-year cliff vesting to an executive officer.  The number of shares that the executive will receive under these stock awards will ultimately depend on the Company’s achievement of specified performance targets over specific two-year performance periods.  At the end of each performance period, the number of stock awards issued will be determined by adjusting upward or downward from the target amount of shares in a range approximately between 25% and 125%.  The final performance percentages on which the payouts will be based, considering performance metrics established for the performance periods, will be determined by the Board of Directors or a committee of the Board.  If the Company performs below its performance targets, the Board or the committee may, at its discretion, choose not to award any shares.  Shares of stock, if any, will be issued following the end of each performance period two years from the date of grant.  Compensation costs are accrued over the service period and are based on the probable outcome of the performance condition.  The maximum number of shares subject to these stock awards varies for each grant representing a maximum total of 86,091 shares to date.

4.   BUSINESS COMBINATIONS

The Company has completed several business acquisitions that have all been accounted for using the purchase method of accounting.  Accordingly all assets and liabilities were adjusted to and recorded at their estimated fair values as of the acquisition date.  The excess of purchase price over fair value of net assets acquired, if identifiable, was recorded as a premium on purchased deposits, and if not identifiable, was recorded as goodwill.  The estimated tax effect of differences between tax bases and market values has been reflected in deferred income taxes.  The results of operations of the acquired

12




entities have been included in the Company’s consolidated financial statements from the date of acquisition.

At the close of business on March 17, 2006, the Company completed the acquisition of Standard Bank, a federal savings bank headquartered in Monterey Park, California.  The purchase price was $200.3 million which was comprised of $66.4 million in cash and 3,647,440 shares of East West Bancorp, Inc. common stock.  The Company recorded total goodwill of $100.9 million and core deposit premium of $8.6 million for this transaction.

The following table provides detailed information on the acquisition of Standard Bank in March 2006:

 

Standard
Bank

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

165,834

 

Loans receivable

 

487,110

 

Premises and equipment

 

3,211

 

Core deposit premium

 

8,648

 

Goodwill

 

100,893

 

Other assets

 

239,485

 

Total assets acquired

 

1,005,181

 

Deposits

 

728,994

 

Other liabilities

 

75,915

 

Total liabilities assumed

 

804,909

 

Net assets acquired

 

$

200,272

 

 

The pro forma combined amounts presented below give effect to the acquisition of Standard Bank as if this transaction had been completed as of the beginning of the period.  The pro forma information is not necessarily indicative of the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period presented, nor is it necessarily indicative of the results of operations in future periods.

13




 

 

 

(Pro Forma)
Six Months Ended
June 30,
2006(1)

 

Net interest income

 

$

178,796

 

Provision for loan losses

 

(5,866

)

Noninterest income

 

6,801

 

Noninterest expense

 

(77,587

)

Income before provision for income taxes

 

102,144

 

Provision for income taxes

 

(38,972

)

Net income

 

$

63,172

 

 

 

 

 

EARNINGS PER SHARE

 

 

 

BASIC

 

$

1.05

 

DILUTED

 

$

1.03

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

 

BASIC

 

60,070

 

DILUTED

 

61,488

 


(1)             The pro forma results of operations for the six months ended June 30, 2006 includes $10.3 million in net realized losses on investment securities that were sold by Standard Bank during the first quarter of 2006.  Further, the pro forma results of operations for the six months ended June 30, 2006 reflect interest expense related to junior subordinated debt amounting to $30.0 million that was issued in connection with the acquisition of Standard Bank as if this debt instrument was issued at the beginning of the period.

5.  SECURITIES PURCHASED UNDER RESALE AGREEMENTS

On January 5, 2007, the Company entered into a new long-term transaction involving the purchase of securities under a resale agreement (“resale agreement”) totaling $100.0 million.  The resale agreement has a term of ten years with an interest rate that is fixed at 8.00% for the first two years and thereafter becomes floating rate subject to a switch condition if the three-month Libor rate falls below 5.00%.  If the three-month Libor rate falls below 5.00% after two years, the quarterly floating rate will be based on a specified interest rate.  If the three-month Libor rate does not fall below 5.00% after the first two years, the interest rate on this resale agreement will continue to be fixed at 8.00% until the switch condition becomes applicable.  Once the switch condition applies, the quarterly floating rate calculation basis will be used for the remainder of the term.  The counterparty has the right to a quarterly call after the first two years.  The collateral for this resale agreement consists of mortgage-backed securities and debt securities held in safekeeping by a third party custodian.

On May 17, 2007, the Company entered into a new long-term resale agreement totaling $50.0 million.  The resale agreement has a term of fifteen years with an interest rate that is fixed at 10.00% for the first two years and thereafter is subject to a quarterly floating rate calculation basis for the remainder of the term.  The counterparty has the right to a quarterly call after the first two years.  The collateral for this resale agreement consists of U.S. government sponsored enterprise mortgage-backed securities and debt securities held in safekeeping by a third party custodian.  This resale agreement replaced a security in the amount of $50.0 million that was called during the second quarter of 2007.

14




6.  DEBT ISSUANCE

On March 30, 2007, the Company issued $20.0 million in junior subordinated debt securities through a pooled trust preferred offering.  Similar to previous offerings, these securities were issued through a newly formed statutory business trust, East West Capital Trust VIII (“Trust VIII”), a wholly-owned subsidiary of the Company.  The proceeds from the debt securities are loaned by Trust VIII to the Company and are included in long-term debt in the accompanying Condensed Consolidated Balance Sheet.  The securities issued by Trust VIII have a scheduled maturity of June 6, 2037 and bear interest at a per annum rate based on the three-month Libor plus 140 basis points, payable on a quarterly basis.  At June 30, 2007, the interest rate on the junior subordinated debt was 6.76%.  The junior subordinated debt issued qualifies as Tier I capital for regulatory reporting purposes.  The Company did not issue any new junior subordinated debt securities during the second quarter of 2007.

7.   COMMITMENTS 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 condensed consolidated financial statements.  As of June 30, 2007 and December 31, 2006, commercial and standby letters of credit totaled $616.3 million and $519.0 million, respectively.  Total undisbursed loan commitments amounted to $2.60 billion and $2.24 billion, respectively, as of June 30, 2007 and December 31, 2006.  In addition, the Company has committed to fund mortgage and commercial loan applications in process amounting to $422.9 million and $366.6 million as of June 30, 2007 and December 31, 2006, respectively.

Guarantees — From time to time, the Company sells or securitizes loans with recourse in the ordinary course of business.  For loans that have been sold or securitized 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 June 30, 2007, loans sold or securitized with recourse were comprised of residential single family and multifamily loans, totaling $253.0 million.  As of December 31, 2006, loans sold with recourse were comprised solely of single family mortgage loans, and totaled $26.5 million. The increase in loans sold or securitized with recourse as of June 30, 2007 is due to $229.7 million in multifamily loans that were securitized through Fannie Mae during the second quarter of 2007.  The Company’s recourse reserve related to sold or securitized loans totaled $1.5 million and $68 thousand as of June 30, 2007 and December 31, 2006, respectively, and is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

The Company also sells loans without recourse that may have to be subsequently repurchased if a defect that occurred during the loan 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 June 30, 2007 and December 31, 2006, the amount of loans sold without recourse totaled $2.2 billion and $1.49 billion, respectively.

15




Litigation — Neither the Company nor the Bank is involved in any material legal proceedings at June 30, 2007.  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 — On December 31, 2003, 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 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.

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 FTB 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.  Management has considered this claim as part of its evaluation of the Company’s uncertain tax positions in accordance with the provisions of FIN 48.  Pursuant to the adoption of FIN 48 on January 1, 2007, the Company increased its existing unrecognized tax benefits by $7.1 million, relating to a reduction in the state income tax receivable in connection with its dissolved regulated investment company, East West Securities Company, Inc. (See Note 9).

8.   STOCKHOLDERS’ EQUITY

Earnings Per Share — The actual number of shares outstanding at June 30, 2007 was 60,847,943.  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 and shares issuable upon the assumed exercise of outstanding common stock options and warrants.

16




The following table sets forth earnings per share calculations for the three and six months ended June 30, 2007 and 2006:

 

 

Three Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

Net
Income

 

Number
of Shares

 

Per Share
Amounts

 

Net
Income

 

Number
of Shares

 

Per Share
Amounts

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

$

40,490

 

60,381

 

$

0.67

 

$

36,645

 

60,270

 

$

0.61

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options(1)

 

 

724

 

(0.01

)

 

1,091

 

(0.02

)

Restricted stock

 

 

195

 

 

 

167

 

 

Stock warrants

 

 

46

 

 

 

91

 

 

Dilutive earnings per share

 

$

40,490

 

61,346

 

$

0.66

 

$

36,645

 

61,619

 

$

0.59

 

 

 

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

Net
Income

 

Number
of Shares

 

Per Share
Amounts

 

Net
Income

 

Number
of Shares

 

Per Share
Amounts

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

$

82,586

 

60,515

 

$

1.36

 

$

68,696

 

58,538

 

$

1.17

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options(1)

 

 

769

 

(0.02

)

 

1,150

 

(0.02

)

Restricted stock

 

 

193

 

 

 

178

 

 

Stock warrants

 

 

46

 

 

 

90

 

 

Dilutive earnings per share

 

$

82,586

 

61,523

 

$

1.34

 

$

68,696

 

59,956

 

$

1.15

 


(1)             Excludes 25,829 and 176,036 weighted average options outstanding for the three months and six months ended June 30, 2007, respectively, as well as 14,204 and 18,391 weighted average options outstanding for the three and six months ended June 30, 2006, respectively, for which the exercise price exceeded the average market price of the Company’s common stock during these periods.

Stock Repurchase Program — On January 23, 2007, the Company’s Board of Directors authorized a new stock repurchase program to buy back up to $30.0 million of the Company’s common stock.  The repurchase of 775,000 shares was completed during the first quarter of 2007.

On March 20, 2007, the Company’s Board of Directors authorized an increase in the stock repurchase program to buy back up to an additional $50.0 million of the Company’s common stock in 2007.  This new authorization is in addition to the $30.0 million stock repurchase authorized on January 23, 2007.  During the second quarter of 2007, the Company repurchased 400,000 shares at a weighed average cost of $40.29.  As of June 30, 2007, the Company had $34.2 million of repurchase authorization remaining.

Quarterly Dividends — The Company’s Board of Directors declared and paid quarterly common stock cash dividends of $0.10 per share payable on or about May 15, 2007 to shareholders of record on May 1, 2007.  Cash dividends totaling $6.1 million and $12.2 million were paid to the Company’s shareholders during the second quarter and first half of 2007, respectively.

17




9.  INCOME TAXES

The Company adopted the provisions of FIN 48 on January 1, 2007.  FIN 48 establishes a single model to address the accounting for uncertain tax positions.  Specifically, FIN 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

As a result of the implementation of FIN 48, the Company increased its existing unrecognized tax benefits by $7.1 million, relating to a reduction in the state income tax receivable in connection with its dissolved regulated investment company, East West Securities Company, Inc.  This receivable was related to the FTB’s position on certain state tax deductions taken by East West Securities Company, Inc. for the 2000, 2001, and 2002 tax years.  The $7.1 million increase in unrecognized tax benefits was recorded as a cumulative effect accounting adjustment to retained earnings of $4.6 million, net of the federal deferred tax impact of $2.5 million.

As of January 1, 2007, the Company had $7.6 million of unrecognized tax benefits that if recognized, would be recorded as a reduction in income tax expense of $5.1 million directly reducing the effective tax rate.  There have been no significant changes to these amounts during the six months ended June 30, 2007.  The Company does not anticipate that the total amount of unrecognized tax benefits will significantly change for the year ending December 31, 2007.

 The Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities.  The Company files income tax returns in the U.S. federal jurisdiction and various states.  The statute of limitation is no longer open for the assessment of U.S. federal income taxes and state authorities, other than the FTB, for years prior to 2003.  The Company is currently under examination by the FTB for tax years 2000 through 2002 and tax years 2000 through 2006 remain open for the assessment of California income and franchise taxes.  The Company is not currently under examination by the Internal Revenue Service or any other income or franchise tax authorities other than the FTB.  Management does not believe that there are any other tax jurisdictions in which the outcome of unresolved issues or claims is likely to be material to the Company’s financial position, cash flows or results of operations.  Management further believes that the Company has made adequate provisions for all income tax uncertainties.

The Company recognizes interest and penalties, if applicable, related to the underpayment of income taxes as a component of income tax expense in the consolidated statement of earnings.  The Company has accrued $837 thousand of interest expense for its unrecognized tax position as of January 1, 2007 and June 30, 2007.

10.   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 inter-segment amounts have been aggregated and included in “Other.”  Although all

18




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, which includes commercial real estate, 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 described in Note 1 of our annual report on Form 10-K for the year ended December 31, 2006.  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 re-pricing 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.

19




The following tables present the operating results and other key financial measures for the individual operating segments for the three and six months ended June 30, 2007 and 2006:

 

 

Three Months Ended June 30, 2007

 

 

 

Retail
Banking

 

Commercial
Lending

 

Treasury

 

Residential
Lending

 

Other

 

Total

 

 

 

(In thousands)

 

Interest income

 

$

62,480

 

$

81,329

 

$

28,303

 

$

13,734

 

$

1,368

 

$

187,214

 

Charge for funds used

 

(43,749

)

(55,642

)

(26,684

)

(10,446

)

 

(136,521

)

Interest spread on funds used

 

18,731

 

25,687

 

1,619

 

3,288

 

1,368

 

50,693

 

Interest expense

 

(40,955

)

(9,004

)

(38,326

)

 

 

(88,285

)

Credit on funds provided

 

69,897

 

14,025

 

52,599

 

 

 

136,521

 

Interest spread on funds provided

 

28,942

 

5,021

 

14,273

 

 

 

48,236

 

Net interest income

 

$

47,673

 

$

30,708

 

$

15,892

 

$

3,288

 

$

1,368

 

$

98,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

2,551

 

$

136

 

$

(99

)

$

(51

)

$

1,254

 

$

3,791

 

Goodwill

 

181,910

 

12,127

 

 

48,509

 

1,717

 

244,263

 

Segment pretax profit (loss)

 

28,879

 

27,026

 

16,930

 

2,242

 

(8,609

)

66,468

 

Segment assets

 

2,724,109

 

3,866,023

 

2,090,707

 

1,524,559

 

623,959

 

10,829,357

 

 

 

 

Three Months Ended June 30, 2006

 

 

 

Retail
Banking

 

Commercial
Lending

 

Treasury

 

Residential
Lending

 

Other

 

Total

 

 

 

(In thousands)

 

Interest income

 

$

54,597

 

$

66,108

 

$

15,821

 

$

17,537

 

$

5,185

 

$

159,248

 

Charge for funds used

 

(37,782

)

(44,450

)

(21,715

)

(14,045

)

 

(117,992

)

Interest spread on funds used

 

16,815

 

21,658

 

(5,894

)

3,492

 

5,185

 

41,256

 

Interest expense

 

(33,964

)

(5,060

)

(28,580

)

 

 

(67,604

)

Credit on funds provided

 

67,793

 

10,013

 

40,186

 

 

 

117,992

 

Interest spread on funds provided

 

33,829

 

4,953

 

11,606

 

 

 

50,388

 

Net interest income

 

$

50,644

 

$

26,611

 

$

5,712

 

$

3,492

 

$

5,185

 

$

91,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

2,754

 

$

177

 

$

(513

)

$

275

 

$

223

 

$

2,916

 

Goodwill

 

182,545

 

12,170

 

 

48,679

 

957

 

244,351

 

Segment pretax profit (loss)

 

31,738

 

23,894

 

7,292

 

2,533

 

(5,563

)

59,894

 

Segment assets

 

2,379,397

 

3,105,431

 

1,536,434

 

2,436,093

 

560,936

 

10,018,291

 

 

 

 

Six Months Ended June 30, 2007

 

 

 

Retail
Banking

 

Commercial
Lending

 

Treasury

 

Residential
Lending

 

Other

 

Total

 

 

 

(In thousands)

 

Interest income

 

$

125,068

 

$

159,309

 

$

56,316

 

$

29,876

 

$

2,822

 

$

373,391

 

Charge for funds used

 

(87,716

)

(109,201

)

(51,702

)

(22,489

)

 

(271,108

)

Interest spread on funds used

 

37,352

 

50,108

 

4,614

 

7,387

 

2,822

 

102,283

 

Interest expense

 

(80,042

)

(17,102

)

(78,715

)

 

 

(175,859

)

Credit on funds provided

 

138,216

 

27,096

 

105,796

 

 

 

271,108

 

Interest spread on funds provided

 

58,174

 

9,994

 

27,081

 

 

 

95,249

 

Net interest income

 

$

95,526

 

$

60,102

 

$

31,695

 

$

7,387

 

$

2,822

 

$

197,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

4,956

 

$

351

 

$

(949

)

$

(8

)

$

2,238

 

$

6,588

 

Goodwill

 

181,910

 

12,127

 

 

48,509

 

1,717

 

244,263

 

Segment pretax profit (loss)

 

60,661

 

53,012

 

34,171

 

5,460

 

(18,056

)

135,248

 

Segment assets

 

2,724,109

 

3,866,023

 

2,090,707

 

1,524,559

 

623,959

 

10,829,357

 

 

 

 

Six Months Ended June 30, 2007

 

 

 

Retail
Banking

 

Commercial
Lending

 

Treasury

 

Residential
Lending

 

Other

 

Total

 

 

 

(In thousands)

 

Interest income

 

$

102,096

 

$

125,758

 

$

27,252

 

$

33,946

 

$

7,498

 

$

296,550

 

Charge for funds used

 

(69,029

)

(82,607

)

(35,234

)

(26,586

)

 

(213,456

)

Interest spread on funds used

 

33,067

 

43,151

 

(7,982

)

7,360

 

7,498

 

83,094

 

Interest expense

 

(59,376

)

(8,588

)

(53,894

)

 

 

(121,858

)

Credit on funds provided

 

121,517

 

17,885

 

74,054

 

 

 

213,456

 

Interest spread on funds provided

 

62,141

 

9,297

 

20,160

 

 

 

91,598

 

Net interest income

 

$

95,208

 

$

52,448

 

$

12,178

 

$

7,360

 

$

7,498

 

$

174,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

5,345

 

$

350

 

$

(1,081

)

$

620

 

$

486

 

$

5,720

 

Goodwill

 

182,545

 

12,170

 

 

48,679

 

957

 

244,351

 

Segment pretax profit (loss)

 

57,440

 

45,737

 

15,849

 

4,896

 

(12,246

)

111,676

 

Segment assets

 

2,379,397

 

3,105,431

 

1,536,434

 

2,436,093

 

560,936

 

10,018,291

 

 

20




11.   SUBSEQUENT EVENTS

On July 16, 2007, the Company received regulatory approval to acquire Desert Community Bank (“DCB”), a commercial bank headquartered in Victorville, California.  Pending the approval of DCB’s shareholders on August 9, 2007, the Company expects the merger transaction to be consummated at the close of business on August 17, 2007.  Under the terms of the definitive agreement, the shareholders of DCB will receive total consideration of approximately $148.2 million on the 5,943,844 shares currently outstanding.  The shareholders of DCB will receive 55% of the merger consideration in shares of East West Bancorp common stock and the remainder in cash.  As of March 31, 2007, DCB had $583.5 million in total assets, $393.4 million in gross loans receivable, $504.7 million in deposits, and $57.4 million in shareholders’ equity.

21




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 annual report on Form 10-K for the year ended December 31, 2006, and the accompanying interim unaudited consolidated financial statements and notes thereto.

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 June 30, 2007.

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 five 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 following areas:

·                  classification and valuation of investment securities;

·                  allowance for loan losses;

·                  valuation of retained residual interests and mortgage servicing assets related to securitizations and sales of loans;

·                  goodwill impairment; and

·                  share-based compensation

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 2006 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.

Overview

The second quarter of 2007 represented another period of solid financial performance with earnings of $40.5 million, or $0.67 per basic share and $0.66 per diluted share.  This compares with $36.6 million, or $0.61 per basic share and $0.59 per diluted share, reported during the second quarter of 2006.  Solid organic loan growth, continued strong credit quality, and sustained operating efficiencies

22




contributed to our earnings performance for the second quarter of 2007.  The annualized return on average assets during the second quarter of 2007 was 1.52%, compared with 1.53% for the same quarter in 2006.  The annualized return on average equity was 15.53% during the second quarter of 2007, compared to 15.98% during the same period in 2006.  Based on the results of our performance during the first half of 2007 and expected growth for the remainder of 2007, we expect net income per diluted common share for the full year 2007 to be approximately 11% to 12% higher than in 2006.  This estimate is based on a projected annual organic loan growth of 12% to 15%, stable deposit balances, and an increase in operating expenses of 8% to 9% for the entire year of 2007.  Our earnings projection for the full year of 2007 also assumes a stable interest rate environment and a net interest margin between 3.95% and 4.00%.

On July 16, 2007, we received the requisite regulatory approval to acquire Desert Community Bank (“DCB”).  We anticipate the transaction to be consummated at the close of business on August 17, 2007 subject to the approval of DCB’s shareholders.  Upon the closing of the transaction, DCB will maintain its current name and operate as a division of the Bank.  DCB, the only financial institution headquartered in the High Desert, had total assets of $583.5 million, total gross loans of $393.4 million, and total deposits of $504.7 million as of March 31, 2007.  We estimate the acquisition to be marginally accretive to our net earnings in 2007 adding approximately $0.01 per share in 2007 and increasing to $0.03 to $0.04 in 2008.

In keeping with our ongoing strategy of securitizing loans to enhance our liquidity, manage our capital, and reduce our overall credit risk, we securitized a total of $326.1 million of single family and multifamily loans through Federal National Mortgage Association (“Fannie Mae”) during the second quarter of 2007.  We recorded $3.1 million in mortgage servicing assets in connection with these transactions as the Bank continues to service the underlying loans.  In accordance with applicable accounting guidance, these securitization transactions were accounted for as neither sales nor financings with no gains or losses recorded to operations.  A substantial portion of the resulting securities that were initially retained in our available-for-sale investment portfolio have been subsequently sold for liquidity management purposes.

Total consolidated assets at June 30, 2007 increased slightly to $10.83 billion, compared with $10.82 billion at December 31, 2006.  Excluding the impact of $721.8 million on-balance sheet single family and multifamily loan securitizations that we completed during the first half of the year, organic loan growth was $486.7 million, or 6% year-to-date through June 30, 2007.  We estimate organic loan growth for the full year of 2007 to range from 12% to 15%, reflecting the core rate of growth in the Bank’s lending markets.

Total average assets increased 11% to $10.65 billion during the second quarter of 2007, compared to $9.58 billion for the same quarter in 2006, due primarily to growth in average loans and available-for-sale securities.  Total average loans grew 5% to $8.10 billion during the quarter ended June 30, 2007, with double-digit increases in all major loan sectors, except for single family and multifamily real estate loans, due to securitization activity.  Total average investment securities increased 47% to $1.63 billion during the quarter ended June 30, 2007 primarily due to $1.51 billion in loan securitizations since the second quarter of 2006.  Total average deposits for the second quarter of 2007 slightly rose 3% to $7.17 billion, compared to $7.00 billion for the same quarter in 2006.  We anticipate deposit balances to remain stable for the remainder of 2007.

Net interest income increased 8% to $98.9 million during the quarter ended June 30, 2007, compared with $91.6 million during the same quarter in 2006.  The increase in net interest income is predominantly due to growth in loans and investment securities compounded by increases in interest rates

23




by the Federal Reserve during the prior year.  These factors were partially offset by increases in both the volume and rates paid for money market accounts and time deposits greater than or equal to $100,000, as well as growth in the volume of both short-term and long-term borrowings and higher rates paid on FHLB advances.  Although our net interest margin decreased 11 basis points to 3.97% during the second quarter of 2007, compared with 4.08% during the same period in 2006, it represents a slight improvement from the first quarter 2007 margin of 3.95%.  Relative to the second quarter of 2006, our margin during the quarter ended June 30, 2007 was adversely impacted by continued competition in loan and deposit pricing as well as the flat to inverted yield curve throughout 2006 and 2007.  The 2 basis point increase in our second quarter of 2007 margin, relative to the first quarter of 2007, was driven by the replacement of lower yielding investment securities with higher yielding mortgage-backed securities resulting from our on-balance sheet securitizations.  Assuming a stable interest rate environment during 2007, we anticipate the net interest margin for the full year of 2007 to be in the range of 3.95% to 4.00%.

Total noninterest income increased 33% to $10.8 million during the second quarter of 2007, compared with $8.1 million for the corresponding quarter in 2006.  This increase is attributable to higher branch-related fee income, higher net gain on sales of investment securities, higher mortgage servicing fees resulting from increased loan securitization activity, and higher other operating income.  For the full year of 2007, we anticipate our core noninterest income to be comparable to that of the prior year.

As a result of our continuing growth, total noninterest expense increased 12% to $43.3 million during the second quarter of 2007, compared with $38.5 million for the same period in 2006.  This increase is primarily driven by a 30% increase in compensation and employee benefits and a 13% increase in occupancy and equipment expenses.  The increases in compensation and occupancy expenses can be attributed primarily to the increase in operational and administrative personnel and the opening of new branch locations and administrative offices to accommodate our continued growth.  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 36.91% during the second quarter of 2007 compared with 35.30% for the same period in 2006.  Our management will continue to carefully monitor expenditures and, as such, we anticipate operating expenses to increase by only 8% to 9% for the full year of 2007.  We anticipate our efficiency ratio to be approximately 37% for the full year of 2007.

Because of the strength of our credit quality, we continue to experience low levels of nonperforming assets and insignificant or no losses in several segments of our loan portfolio.  Total nonperforming assets amounted to $24.4 million, or 0.23% of total assets at June 30, 2007, compared with $19.9 million, or 0.18% of total assets, at December 31, 2006.  The allowance for loan losses totaled $77.3 million at June 30, 2007, or 0.96% of outstanding total loans.  Net chargeoffs totaled $576 thousand during the second quarter of 2007, representing an annualized 0.03% of average loans for the quarter.  This compares with $305 thousand in net chargeoffs, or an annualized 0.02% of average loans, during the same quarter in 2006.  We anticipate our overall asset quality to remain sound throughout the remainder of 2007.

We continue to be well-capitalized under all regulatory guidelines with a Tier 1 risk-based capital ratio of 9.77%, a total risk-based capital ratio of 11.20%, and a Tier 1 leverage ratio of 8.89% at June 30, 2007.

24




Results of Operations

We reported second quarter 2007 net income of $40.5 million, or $0.67 per basic share and $0.66 per diluted share, compared with $36.6 million, or $0.61 per basic share and $0.59 per diluted share, reported during the second quarter of 2006.  The 10% increase in net income is primarily attributable to higher net interest income, higher noninterest-related revenues, and a lower provision for loan losses, partially offset by higher operating expenses and a higher provision for income taxes.  Our annualized return on average total assets decreased slightly to 1.52% for the quarter ended June 30, 2007, from 1.53% for the same period in 2006.  The annualized return on average stockholders’ equity decreased marginally to 15.53% for the second quarter of 2007, compared with 15.98% for the second quarter of 2006.

Net income for the six months ended June 30, 2007 increased 20% to $82.6 million, or $1.36 per basic share and $1.34 per diluted share, compared with $68.7 million, or $1.17 per basic share and $1.15 per diluted share, reported during the same period in 2006.  The increase in net income for the first six months of 2007 is largely attributable to higher net interest income and noninterest income and lower provision for loan losses, partially offset by higher operating expenses and higher provision for income taxes.  Our annualized return on average total assets increased slightly to 1.54% for the six months ended June 30, 2007, compared to 1.51% for the same period in 2006.  For the first half of 2007, the annualized return on average stockholders’ equity decreased to 16.00% from 16.31% for the same period in 2006 as a result of additional shares issued in connection with the Standard Bank acquisition in March 2006.

Components of Net Income

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(In millions)

 

(In millions)

 

Net interest income

 

$

98.9

 

$

91.6

 

$

197.5

 

$

174.7

 

Provision for loan losses

 

 

(1.3

)

 

(4.7

)

Noninterest income

 

10.8

 

8.1

 

23.3

 

17.0

 

Noninterest expense

 

(43.2

)

(38.5

)

(85.6

)

(75.3

)

Provision for income taxes

 

(26.0

)

(23.3

)

(52.6

)

(43.0

)

Net income

 

$

40.5

 

$

36.6

 

$

82.6

 

$

68.7

 

 

 

 

 

 

 

 

 

 

 

Annualized return on average total assets

 

1.52

%

1.53

%

1.54

%

1.51

%

Annualized return on average stockholders’ equity

 

15.53

%

15.98

%

16.00

%

16.31

%

 

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 second quarter of 2007 totaled $98.9 million, an 8% increase over net interest income of $91.6 million for the same period in 2006.  For the first half of 2007, net interest income increased 13% to $197.5 million, compared to $174.7 million for the first half of 2006.

Total interest and dividend income during the quarter ended June 30, 2007 increased 18% to $187.2 million, compared with $159.2 million during the same period in 2006.  Correspondingly, year-to-date interest and dividend income increased 26% to $373.4 million, compared with $296.6 million during the same period in 2006.  The increase in interest and dividend income during the second quarter and

25




first half of 2007 is attributable primarily to an 11% and 18% growth in average earning assets, respectively, predominantly in loans and investment securities.  Average loans grew 5% to $8.10 billion for the second quarter of 2007, compared with $7.72 billion for the same period a year ago.  Similarly, average loans grew 10% to $8.14 billion during the first half of 2007, from $7.40 billion during the same period in 2006 due to continued strong loan demand.  Average investment securities rose 47% to $1.63 billion during the quarter ended June 30, 2007, compared with $1.11 billion during the same quarter in 2006.  Similarly, average investment securities rose 68% to $1.64 billion during the first half of 2007, compared with $976.0 million during the same period in 2006.  The increase in average investment securities was primarily due to increased loan securitization activity since the second quarter of 2006.  Higher yields on loans and investment securities further contributed to the increase in interest and dividend income.

Total interest expense during the second quarter of 2007 increased 31% to $88.3 million, compared with $67.6 million for the same period a year ago.  Similarly, year-to-date interest expense through June 30, 2007 increased 44% to $175.9 million, compared with $121.9 million for the same period a year ago.  The increase in interest expense for both the second quarter and first half of 2007 can be attributed to the growth in average interest-bearing liabilities, predominantly time deposits greater than or equal to $100,000, FHLB advances and repurchase agreements, as well as higher rates paid on almost all categories of interest-bearing liabilities, reflecting the current interest rate environment and sustained pricing competition in the deposit market.

Net interest margin, defined as taxable equivalent net interest income divided by average earning assets, decreased 11 basis points to 3.97% during the second quarter of 2007, compared with 4.08% during the second quarter of 2006.  For the first six months of 2007, the net interest margin decreased 17 basis points to 3.96%, from 4.13% for the corresponding period in the prior year.  The overall yield on earning assets increased 42 basis points to 7.51% in the second quarter of 2007, from 7.09% in the second quarter of 2006.  Similarly, the overall yield on earning assets for the first half of 2007 increased 49 basis points to 7.49%, compared with 7.00% for the same period last year.  The increase in overall yields on earning assets for both periods can be attributed to several consecutive Federal Reserve interest rate increases during the prior year.

Our funding cost on interest-bearing liabilities increased by 58 basis points to 4.31% for the three months ended June 30, 2007, compared to 3.73% for the corresponding period in 2006.  Likewise, our funding cost on interest-bearing liabilities for the six months ended June 30, 2007 increased 72 basis points to 4.28%, from 3.56% in the prior year period.  The combined impact of the current interest rate environment and continued competition in the deposit market were the primary drivers of our increased cost of funds during both the second quarter and first half of 2007.  To help fund our organic loan growth during the second quarter and first half of 2007, we increased our reliance on time deposits, other borrowings and long-term debt, further contributing to the overall increase in our cost of funds for both periods.

We also relied on noninterest-bearing demand deposits as a funding source.  Average total noninterest-bearing deposits slightly decreased to $1.27 billion during the second quarter of 2007, compared with $1.28 billion during the same period in 2006.  For the first half of 2007, average total noninterest-bearing demand deposits increased 2% to $1.25 billion, compared to $1.23 billion for the corresponding period in 2006.  Our overall cost of funds, which takes into account our portfolio of noninterest-bearing demand deposits, increased 57 basis points to 3.74% during the quarter ended June 30, 2007, compared to 3.17% for the same period last year.  For the six months ended June 30, 2007, our overall cost of funds also increased 70 basis points to 3.72% from 3.02% for the same period in 2006.

26




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 June 30, 2007 and 2006:

 

 

Three Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

Average

 

 

 

Yield/

 

Average

 

 

 

Yield/

 

 

 

Volume

 

Interest

 

Rate(1)

 

Volume

 

Interest

 

Rate(1)

 

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

7,151

 

$

117

 

6.56

%

$

8,457

 

$

113

 

5.36

%

Securities purchased under resale agreements

 

195,055

 

3,943

 

8.11

%

100,000

 

1,896

 

7.60

%

Investment securities available-for-sale(2)(3)(4)

 

1,634,791

 

23,534

 

5.77

%

1,112,309

 

12,972

 

4.68

%

Loans receivable(2)(5)

 

8,097,386

 

158,844

 

7.87

%

7,723,615

 

143,426

 

7.45

%

FHLB and FRB stock

 

74,967

 

940

 

5.03

%

61,510

 

864

 

5.63

%

Total interest-earning assets

 

10,009,350

 

187,378

 

7.51

%

9,005,891

 

159,271

 

7.09

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

143,474

 

 

 

 

 

129,338

 

 

 

 

 

Allowance for loan losses

 

(76,102

)

 

 

 

 

(75,980

)

 

 

 

 

Other assets

 

577,056

 

 

 

 

 

524,479

 

 

 

 

 

Total assets

 

$

10,653,778

 

 

 

 

 

$

9,583,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

407,669

 

$

1,617

 

1.59

%

$

425,440

 

$

1,376

 

1.30

%

Money market accounts

 

1,328,806

 

13,982

 

4.22

%

1,228,093

 

11,085

 

3.62

%

Savings deposits

 

350,208

 

589

 

0.67

%

429,311

 

865

 

0.81

%

Time deposits less than $100,000

 

975,979

 

9,330

 

3.83

%

1,155,660

 

10,523

 

3.65

%

Time deposits $100,000 or greater

 

2,846,255

 

35,606

 

5.02

%

2,474,445

 

26,090

 

4.23

%

Fed funds purchased

 

139,755

 

1,878

 

5.39

%

97,314

 

1,208

 

4.98

%

FHLB advances

 

982,837

 

12,514

 

5.11

%

756,206

 

8,199

 

4.35

%

Securities sold under repurchase agreements

 

975,000

 

9,018

 

3.71

%

527,198

 

5,005

 

3.81

%

Long-term debt

 

204,642

 

3,751

 

7.35

%

184,023

 

3,253

 

7.09

%

Total interest-bearing liabilities

 

8,211,151

 

88,285

 

4.31

%

7,277,690

 

67,604

 

3.73

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

1,265,108

 

 

 

 

 

1,282,553

 

 

 

 

 

Other liabilities

 

134,507

 

 

 

 

 

106,342

 

 

 

 

 

Stockholders’ equity

 

1,043,012

 

 

 

 

 

917,143

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

10,653,778

 

 

 

 

 

$

9,583,728

 

 

 

 

 

Interest rate spread

 

 

 

 

 

3.20

%

 

 

 

 

3.36

%

Net interest income and net margin(5)

 

 

 

$

99,093

 

3.97

%

 

 

$

91,667

 

4.08

%


(1)             Annualized.

(2)             Includes amortization of premium and accretion of discounts on investment securities and loans receivable totaling $(102) thousand and $118 thousand, respectively, for the three months ended June 30, 2007, and $477 thousand and $234 thousand, respectively, for the three months ended June 30, 2006.  Also includes the amortization of deferred loan fees totaling $1.4 and $1.9 million for the three months ended June 30, 2007 and 2006, respectively.

(3)             Average balances exclude unrealized gains or losses on available-for-sale securities.

(4)             Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

(5)             Average balances include nonperforming loans.

27




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 six months ended June 30, 2007 and 2006:

 

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

Average

 

 

 

Yield/

 

Average

 

 

 

Yield/

 

 

 

Volume

 

Interest

 

Rate(1)

 

Volume

 

Interest

 

Rate(1)

 

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

7,429

 

$

217

 

5.89

%

$

9,659

 

$

236

 

4.93

%

Securities purchased under resale agreements

 

195,313

 

7,729

 

7.98

%

89,503

 

3,243

 

7.31

%

Investment securities available-for-sale(2)(3)(4)

 

1,641,974

 

46,478

 

5.71

%

975,973

 

22,207

 

4.59

%

Loans receivable(2)(5)

 

8,137,161

 

317,007

 

7.86

%

7,402,991

 

269,297

 

7.34

%

FHLB and FRB stock

 

80,677

 

2,168

 

5.42

%

60,811

 

1,610

 

5.34

%

Total interest-earning assets

 

10,062,554

 

373,599

 

7.49

%

8,538,937

 

296,593

 

7.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

145,483

 

 

 

 

 

135,859

 

 

 

 

 

Allowance for loan losses

 

(77,140

)

 

 

 

 

(73,220

)

 

 

 

 

Other assets

 

575,214

 

 

 

 

 

476,929

 

 

 

 

 

Total assets

 

$

10,706,111

 

 

 

 

 

$

9,078,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

411,692

 

$

3,339

 

1.64

%

$

431,926

 

$

2,702

 

1.26

%

Money market accounts

 

1,322,191

 

27,557

 

4.20

%

1,128,207

 

18,919

 

3.38

%

Savings deposits

 

357,360

 

1,213

 

0.68

%

383,574

 

1,202

 

0.63

%

Time deposits less than $100,000

 

983,705

 

18,881

 

3.87

%

1,075,175

 

18,507

 

3.47

%

Time deposits $100,000 or greater

 

2,803,930

 

69,096

 

4.97

%

2,354,358

 

47,498

 

4.07

%

Fed funds purchased

 

143,947

 

3,848

 

5.39

%

99,651

 

2,327

 

4.71

%

FHLB advances

 

1,087,453

 

27,380

 

5.08

%

826,130

 

16,907

 

4.13

%

Securities sold under repurchase agreements

 

975,000

 

17,412

 

3.60

%

426,657

 

7,882

 

3.73

%

Long-term debt

 

194,617

 

7,133

 

7.39

%

171,208

 

5,914

 

6.97

%

Total interest-bearing liabilities

 

8,279,895

 

175,859

 

4.28

%

6,896,886

 

121,858

 

3.56

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

1,254,959

 

 

 

 

 

1,230,939

 

 

 

 

 

Other liabilities

 

138,845

 

 

 

 

 

108,266

 

 

 

 

 

Stockholders’ equity

 

1,032,412

 

 

 

 

 

842,414

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

10,706,111

 

 

 

 

 

$

9,078,505

 

 

 

 

 

Interest rate spread

 

 

 

 

 

3.21

%

 

 

 

 

3.44

%

Net interest income and net margin(5)

 

 

 

$

197,740

 

3.96

%

 

 

$

174,735

 

4.13

%


(1) Annualized.

 

(2) Includes amortization of premium and accretion of discounts on investment securities and loans receivable totaling $(949)

     thousand and $144 thousand, respectively, for the six months ended June 30, 2007, and $ 1.0 million and $540 thousand,

     respectively, for the six months ended June 30, 2006.  Also includes the amortization of deferred loan fees totaling

     $2.8 and $3.6 million for the six months ended June 30, 2007 and 2006, respectively.

(3) Average balances exclude unrealized gains or losses on available-for-sale securities.

(4) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

(5) Average balances include nonperforming loans.    

 

28




Analysis of Changes in Net Interest Income

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 June 30,

 

Six Months Ended June 30,

 

 

 

2007 vs. 2006

 

2007 vs. 2006

 

 

 

Total

 

Changes Due to 

 

Total

 

Changes Due to

 

 

 

Change

 

Volume(1)

 

Rates(1)

 

Change

 

Volume(1)

 

Rates(1)

 

INTEREST-EARNING ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

4

 

$

(19

)

$

22

 

$

(19

)

$

(60

)

$

40

 

Securities purchased under resale agreements

 

2,047

 

1,914

 

133

 

4,486

 

4,162

 

324

 

Investment securities available-for-sale(2)

 

10,562

 

7,183

 

3,379

 

24,271

 

17,944

 

6,327

 

Loans receivable

 

15,418

 

7,122

 

8,296

 

47,710

 

27,811

 

19,899

 

FHLB and FRB stock

 

76

 

344

 

(268

)

558

 

407

 

151

 

Total interest and divident income

 

28,107

 

16,544

 

11,562

 

77,006

 

50,264

 

26,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST-BEARING LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

241

 

(60

)

301

 

637

 

(132

)

769

 

Money market accounts

 

2,897

 

959

 

1,938

 

8,638

 

3,580

 

5,058

 

Savings deposits

 

(276

)

(145

)

(131

)

11

 

(85

)

96

 

Time deposits less than $100,000

 

(1,193

)

(1,698

)

505

 

374

 

(1,651

)

2,025

 

Time deposits $100,000 or greater

 

9,516

 

4,246

 

5,270

 

21,598

 

10,000

 

11,598

 

Federal funds purchased

 

670

 

563

 

107

 

1,521

 

1,147

 

374

 

FHLB advances

 

4,315

 

2,728

 

1,587

 

10,473

 

6,061

 

4,412

 

Securities sold under repurchase agreements

 

4,013

 

4,145

 

(132

)

9,530

 

9,801

 

(271

)

Long-term debt

 

498

 

375

 

123

 

1,219

 

843

 

376

 

Total interest expense

 

20,681

 

11,113

 

9,568

 

54,001

 

29,564

 

24,437

 

CHANGE IN NET INTEREST INCOME

 

$

7,426

 

$

5,431

 

$

1,994

 

$

23,005

 

$

20,700

 

$

2,304

 

 


(1) Change in interest income/expense not arising from volume or rate variances are allocated proportionately to rate and volume.

(2) Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

 

Provision for Loan Losses

We did not record provisions for loan losses during the first half of 2007.  This compares with $1.3 million and $4.7 million in loan loss provisions recorded during the second quarter of 2006 and first half of 2006, respectively.  We continue to experience historically low levels of nonperforming assets and incur minimal or no losses in several loan categories.  Furthermore, our strategy of consistently securitizing loans to reduce overall credit risk has further reduced the necessity to record additional loss provisions during the first half of 2007.

Provisions for loan losses are charged to income to bring the allowance for credit losses as well as the allowance for unfunded loan commitments, off-balance sheet credit exposures, and recourse provisions to a level deemed appropriate by management based on the factors discussed under the “Allowance for Loan Losses” section of this report.

29




Noninterest Income

Components of Noninterest Income

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(In millions)

 

Branch fees

 

$

3.40

 

$

2.89

 

$

6.83

 

$

5.43

 

Letters of credit fees and commissions

 

2.63

 

2.16

 

4.99

 

4.33

 

Ancillary loan fees

 

1.49

 

1.13

 

2.77

 

1.91

 

Net gain on sales of investment securities available-for-sale

 

0.92

 

0.14

 

2.45

 

1.86

 

Income from life insurance policies

 

1.06

 

0.92

 

2.03

 

1.81

 

Other operating income

 

0.90

 

0.69

 

1.56

 

1.17

 

Net gain on sale of other real estate owned

 

 

 

1.34

 

0.09

 

Income from secondary market activities

 

0.09

 

0.19

 

1.02

 

0.37

 

Net gain on disposal of fixed assets

 

0.31

 

 

0.31

 

 

Total

 

$

10.80

 

$

8.12

 

$

23.30

 

$

16.97

 

 

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 increased 33% to $10.8 million during the three months ended June 30, 2007 from $8.1 million for the same quarter in 2006.  For the first half of 2007, noninterest income increased 37% to $23.3 million, compared to $17.0 million for the first half of 2006.  The increase in noninterest income for both the second quarter and first half of 2007 can be attributed primarily to higher branch fees, higher letters of credit fees and commissions, higher ancillary loan fees, and higher net gain on sales of investment securities.  Included in noninterest income during the first half of 2007 was a $1.3 million gain from the sale of an industrial OREO property located in Northern California.  No such gains were recorded during the second quarter of 2007.

Branch fees, which represent revenues derived from branch operations, increased 18% to $3.4 million in the second quarter of 2007 from $2.9 million for the same quarter in 2006.  Similarly, branch fee income for the first six months of 2007 increased 26% to $6.8 million, compared to $5.4 million in the prior year period.  The increase in branch-related fees for both periods can be attributed primarily to higher revenues from alternative investments offered to customers including mutual fund and annuity products, as well as growth in wire transfer fee income and analysis charges on commercial deposit accounts.

Letters of credit fees and commissions, which represent revenues from trade finance operations as well as fees related to the issuance and maintenance of standby letters of credit, increased 22% to $2.6 million in the second quarter of 2007, from $2.2 million for the corresponding quarter in 2006.  For the first half of 2007, letters of credit fees and commission increased 15% to $5.0 million, compared with $4.3 million for the first half of 2006.  The increase in letters of credit fees and commissions for both periods is primarily due to the higher revenues resulting from the growth in the volume of standby letters of credit during 2007 relative to the prior year.

30




Ancillary loan fees consist of revenues earned from the servicing of mortgages, fees related to the monitoring and disbursement of construction loan proceeds, and other miscellaneous loan income.  Ancillary loan fees increased 32% to $1.5 million during the second quarter of 2007, compared to $1.1 million recorded during the same period in 2006.  For the first half of 2007, ancillary loan fees increased 45% to $2.8 million, compared to $1.9 million for the first half of 2006.  The increase in ancillary loan fees for both periods is primarily due to a rise in servicing income received related to securitized loans.  We have securitized $1.51 billion in single family and multifamily residential real estate loans since the second quarter of 2006.

Net gain on sales of investment securities available-for-sale increased to $918 thousand during the second quarter of 2007, compared to $145 thousand during the same quarter in 2006.  During the first six months of 2007, net gain on sales of available-for-sale securities grew 31% to $2.4 million, from $1.9 million during the same period in 2006.   Sales of investment securities during the second quarter and first half of 2007 provided additional liquidity to sustain the increase in our loan production activity replacing lower yields on investment securities with higher yields on loans.

Other noninterest income, which includes insurance commissions and insurance-related service fees, rental income, and other miscellaneous income, increased 31% to $904 thousand during the second quarter of 2007, from $689 thousand recorded during the same quarter of 2006.  For the first six months of 2007, other noninterest income increased 33% to $1.6 million, compared to $1.2 million for the first six months of 2006.

Noninterest Expense

Components of Noninterest Expense

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(In millions)

 

(In millions)

 

Compensation and employee benefits

 

$

20.65

 

$

15.83

 

$

41.43

 

$

32.00

 

Occupancy and equipment expense

 

6.05

 

5.34

 

11.93

 

10.12

 

Deposit-related expenses

 

1.86

 

2.64

 

3.55

 

4.65

 

Amortization of premiums on deposits acquired

 

1.53

 

1.85

 

3.06

 

3.62

 

Amortization of investments in affordable housing partnerships

 

1.24

 

1.46

 

2.50

 

2.73

 

Data processing

 

1.07

 

1.03

 

2.05

 

1.79

 

Deposit insurance premiums and regulatory assessments

 

0.32

 

0.37

 

0.67

 

0.68

 

Other operating expenses

 

10.54

 

10.01

 

20.39

 

19.73

 

Total

 

$

43.26

 

$

38.53

 

$

85.58

 

$

75.32

 

 

 

 

 

 

 

 

 

 

 

Efficiency Ratio(1)

 

37

%

35

%

36

%

36

%


(1)  Represents noninterest expense (excluding the amortization of intangibles and investments in afffordable housing partnerships)  

       divided by the aggregate of net interest income before provision for loan losses and noninterest income.

Noninterest expense, which is comprised primarily of compensation and employee benefits, occupancy and other operating expenses increased 12% to $43.3 million during the second quarter of 2007, from $38.5 million for the same quarter in 2006.  For the first half of 2007, noninterest expense increased 14% to $85.6 million, compared with $75.3 million during the same period in 2006.

31




Compensation and employee benefits increased 30% to $20.6 million during the second quarter of 2007, compared to $15.8 million for the same quarter in 2006.  For the first half of 2007, compensation and employee benefits increased 29% to $41.4 million, compared with $32.0 million for the first half of 2006.  The increase in compensation and employee benefits expense for both periods are primarily due to the addition of personnel throughout the year to support the Bank’s continued growth as well as the impact of annual salary adjustments and related cost increases for existing employees.  Increased staffing levels resulting from the acquisition of Standard Bank in March 2006 further contributed to higher compensation expense for the six months ended June 30, 2007, relative to the same period in 2006.  We anticipate compensation and employee benefit expenses to increase during the second half of 2007 as a result of the upcoming acquisition of DCB in August 2007.

Occupancy and equipment expenses increased 13% to $6.0 million during the second quarter of 2007, compared with $5.3 million during the same period in 2006.  For the first half of 2007, occupancy and equipment expenses totaled $11.9 million, an 18% increase from the $10.1 million incurred during the first half of 2006.  The increase in occupancy expenses for both periods can be attributed to several new leases that we entered into during the past year.  Due to our continuing growth and expansion, we entered into several new leases during 2006 and 2007 related primarily to new branch locations, including the Hong Kong branch, as well as additional administrative locations.  The increase in occupancy and equipment expenses for the first half of 2007 can also be attributed to the six branch locations acquired from Standard Bank in March 2006.  Similar to compensation and employee benefits, we anticipate occupancy and equipment expenses to increase during the second half of 2007 as a result of the upcoming merger with DCB in August 2007.

Deposit-related expenses decreased 30% to $1.9 million during the second quarter of 2007, compared to $2.6 million for the same quarter last year.  For the first half 2007, deposit-related expenses decreased 24% to $3.5 million, from $4.7 million for the first half of 2006.  Deposit-related expenses, which represent various business-related expenses paid by the Bank on behalf of its commercial account customers, are eventually recouped by the Bank through subsequent account analysis charges to individual customer accounts.  The decrease in deposit-related expenses can be correlated to the decline in the volume of title and escrow deposit balances during the second quarter and first half of 2007 relative to the same periods in 2006.  This segment of our deposit base has been adversely impacted by the overall slowing in the housing market both in production and sale.

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 totaling $10.6 million for the second quarter of 2007 increased slightly from the $10.0 million in other operating expenses recorded during the same period in 2006.  Similarly, other operating expenses increased 3% to $20.4 million for the first half of 2007, from $19.7 million for the same period in 2006.  The increase in other operating expenses can be attributed to the overall growth of the Bank.

Our efficiency ratio increased to 36.91% for the second quarter of 2007, compared with 35.30% for the corresponding quarter in 2006.  For the first half of 2007, the efficiency ratio increased slightly to 36.24% compared with 35.99% for the same period in 2006.  Despite our continued expansion and growth, we have managed to sustain our operational efficiencies as a result of past and ongoing infrastructure investments.

32




Provision for Income Taxes

The provision for income taxes increased 12% to $26.0 million for the second quarter of 2007, compared with $23.2 million for the same quarter in 2006.  For the first half of 2007, the provision for taxes totaled $52.7 million, a 23% increase from the $43.0 million income tax expense recorded for the same period a year ago.  The increase in the provision for income taxes is primarily attributable to an 11% and 21% increase in pretax earnings during the second quarter and first half of 2007, respectively.  The provision for income taxes for the second quarter of 2007 also reflects the utilization of affordable housing tax credits totaling $1.3 million, compared to $1.2 million utilized during the second quarter of 2006.  The second quarter of 2007 provision reflects an effective tax rate of 39.1%, compared with 38.8% for the corresponding period in 2006.  For the first six months of 2007, the effective tax rate of 38.9% reflects tax credits of $2.5 million, compared with an effective tax rate of 38.5% for the first half 2006 reflecting tax credits of $2.3 million.

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 (“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.

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 our 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.  We believe our potential exposure to all other penalties, however, has been eliminated through this course of action.

The FTB is currently in the process of reviewing and assessing our refund claims for taxes and interest for tax years 2000 through 2002.  We continue 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.  We have considered this claim in our evaluation of uncertain tax positions in accordance with the provisions of FIN 48.  Pursuant to the adoption of FIN 48 on January 1, 2007, we recorded a net decrease to retained earnings of $4.6 million related to the measurement of a position that we had taken with respect to the tax treatment of RICs.  There has been no significant change to this amount during the quarter and six months ended June 30, 2007.  See Notes 7 and 9 to the condensed consolidated financial statements presented elsewhere herein.

33




Operating Segment Results

We have identified four principal operating segments for purposes of management reporting: retail banking, commercial lending, treasury, and residential lending.  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, which includes commercial real estate, 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 remaining centralized functions and eliminations of inter-segment amounts have been aggregated and included in “Other.”

Future changes in our management structure or reporting methodologies may result in changes in the measurement of operating segment results.  Results for prior periods are generally restated for comparability for changes in management structure or reporting methodologies.  No changes in management structure or reporting methodologies have occurred during the three and six months ended June 30, 2007 that warrant a restatement of the segment results for the comparable periods in 2006.  For more information about our segments, including information about the underlying accounting and reporting process, please see Note 10 to the condensed consolidated financial statements presented elsewhere herein.

Retail Banking

The retail banking segment’s pre-tax income for the second quarter of 2007 decreased 9% to $28.9 million, from $31.7 million for the same period in 2006.  For the six months ended June 30, 2007, pre-tax income for the retail banking segment increased 6% to $60.7 million, from $57.4 million for the same period in 2006.  The decrease in pre-tax income for the retail banking segment during the second quarter of 2007 is largely attributable to the 6% decrease in net interest income to $ 47.7 million, from $50.6 million for the corresponding quarter in 2006.  The decrease in net interest income is primarily due to higher rates paid on jumbo time deposits (i.e. time deposits greater than or equal to $100,000) and money market accounts resulting from heightened market competition.  For the first six months of 2007, the increase in pre-tax income for the retail banking segment is due to a 24% increase in noninterest income partially offset by a 6% percent increase in noninterest expense.  Net interest income for the retail banking segment for the six months ended June 30, 2007 remained flat relative to the same period in 2006.

Noninterest income for this segment increased 12%, to $7.2 million during the second quarter of 2007, from $6.4 million recorded during the same period in 2006.  For the first half of 2007, noninterest income for the retail banking segment increased 24%, to $14.3 million, compared to $11.5 million for the same period in 2006.  The increase in noninterest income for both periods is primarily due to fee income growth from loan origination and deposit gathering activities, as well as higher fees earned from alternative investment product offerings at the branches.

Noninterest expense for this segment increased marginally to $22.4 million during the second quarter of 2007, compared with $22.3 million recorded during the same period in 2006.  For the first half of 2007, noninterest expense increased 6% to $44.7 million, from $42.2 million for same period in 2006.  The increase in noninterest expense is primarily due to higher compensation and employee benefits,

34




occupancy expenses and other operating expenses, partially offset by a decrease in commercial deposit-related expenses.  The increase in compensation and employee benefits can be attributed to higher staffing levels due to the addition of relationship officers and operational personnel throughout the past year.  Additionally, the acquisition of Standard Bank in March 2006 also contributed to higher compensation expense during the first half of 2007 relative to the same period in 2006.  Higher occupancy expenses are due primarily to increased expenses associated with several leases entered into during 2006 and 2007 related to new branch locations.  Moreover, the six additional branch locations acquired from Standard Bank in March 2006 further contributed to the increase in occupancy expense during the six months ended June 30, 2007, compared to the corresponding period in 2006.  The increase in other operating expenses can be attributed predominantly to the overall growth in this segment arising from organic growth as well as recent acquisitions.  The decrease in commercial deposit-related expenses can be correlated to lower title and escrow deposit balances during the second quarter and first half of 2007 relative to the same periods in 2006.  Title and escrow deposits have been impacted by the current conditions in the housing market which is experiencing an overall slowing both in production and sale.

Commercial Lending

The commercial lending segment’s pre-tax income increased 13% to $27.0 million during the second quarter of 2007, compared with $23.9 million for the same period in 2006.  For the first six months of 2007, pre-tax income for the commercial lending segment increased 16% to $53.0 million, from $45.7 million for the same period in 2006.  The primary driver of the increase in pre-tax income for both periods is growth in net interest income.  Net interest income increased 15% to $30.7 million during the second quarter of 2007, and 15% to $60.1 million for the first half of 2007.  The increase in net interest income for both periods is primarily due to the notable growth of our commercial loan portfolio, which includes commercial real estate, construction, and commercial business loans, including trade finance products.  Specifically, the average aggregate balance of all commercial loan categories grew 39% and 38% during the second quarter and first six months of 2007, respectively, relative to the same periods in 2006.

Noninterest income for this segment increased 8% to $7.6 million during the second quarter of 2007, compared with $7.0 million recorded in the same quarter of 2006.  For the first half of 2007, noninterest income increased 18% to $16.2, from $13.8 million for the same period in 2006.  The increase in noninterest income for both periods can be attributed primarily to higher letters of credit fees and commissions as well as higher ancillary loan fees resulting from the growth in loan origination volume.  Higher gains on sales of SBA and other commercial real estate loans further contributed to the increase in noninterest income for this segment during the first six months of 2007, relative to the same period in 2006.

Noninterest expense for this segment increased 25% to $10.0 million during the second quarter of 2007, from $8.0 million during the same quarter last year.  For the first half of 2007, noninterest expense for this segment increased 18%, to $16.2 million, from $13.8 million for the same period in 2006.  The increase in noninterest expense for both periods is predominantly due to higher compensation and employee benefits resulting from the addition of relationship officers and operational personnel to support the continuing growth of the Company.

Treasury

The treasury segment’s pre-tax income increased 132% to $16.9 million during the second quarter of 2007, compared to $7.3 million for the same quarter in 2006.  For the first six months of 2007, pre-tax income for the treasury segment increased 116% to $34.2 million, from $15.9 million for the

35




same period in 2006.  The increase in pre-tax income for both periods is due to higher net interest income.  Specifically, net interest income for this segment increased 178% to $15.9 million during the second quarter of 2007, from $5.7 million during the same quarter in 2006.  For the first six months of 2007, net interest income increased 160% to $31.7 million, compared with $12.2 million for the first half of 2006.  The increase in net interest income for both the second quarter and first half of 2007 is largely due to higher net interest earned on investment securities relative to the interest expense paid on brokered deposits, borrowings and long-term debt.

Noninterest income for this segment increased to $946 thousand during the second quarter of 2007, compared to $144 thousand for the same period in 2006.  For the first half of 2007, noninterest income increased 33% to $2.5 million, compared with $1.9 million for the same period in 2006.  The increase in noninterest income for both periods in 2007 can be attributed almost entirely to higher net gains on sales of investment securities relative to the same periods in 2006.

Noninterest expense for this segment decreased 5% to $308 thousand during the second quarter of 2007, from $334 thousand during the same quarter in 2006.  For the first six months of 2007, noninterest expense for this segment increased 20% to $781 thousand, from $653 thousand during the same period in 2006.  The decrease in noninterest expense during the second quarter of 2007 is primarily due to lower compensation expense resulting from personnel changes.  For the first half of 2007, the increase in noninterest expense is primarily due to higher compensation expense.

Residential Lending

The residential lending segment’s pre-tax income decreased 11% to $2.2 million during the second quarter of 2007, from $2.5 million during the same quarter in 2006.  For the first half of 2007, pre-tax income for this segment increased 12% to $5.5 million, from $4.9 million for the same period in 2006.  The decrease in pre-tax income for this segment during the second quarter of 2007 was primarily due to 6% decline in net interest income and a 45% decrease in noninterest income, partially offset by a 13% decrease in noninterest expense.

Noninterest income for this segment decreased 45% to $656 thousand during the second quarter of 2007, compared to $1.2 million recorded during the second quarter of 2006.  For the first six months of 2007, noninterest income for this segment decreased 36% to $1.2 million, compared to $1.9 million earned during the first half of 2006.  The net decrease in noninterest income during both periods is primarily due to lower fees collected on single family and multifamily loan products resulting from competitive market pressures.

Noninterest expense for this segment declined 13% to $1.2 million during the three months ended June 30, 2007, from $1.4 million during the same period in 2006.  For the first six months of 2007, noninterest expense declined 14% to $2.4 million, from $2.8 million for the first half of 2006.  The decrease in noninterest expense for both periods is due to lower compensation and employee benefits and other operating expenses.  These expenses were partially offset by higher occupancy expenses due to the relocation of the residential lending unit during the third quarter of 2006.

Balance Sheet Analysis

Our total assets slightly increased to $10.83 billion at June 30, 2007 from $10.82 billion at December 31, 2006.  The increase is comprised predominantly of growth in available-for-sale securities of $137.8 million and securities purchased under resale agreements of $100.0 million, partially offset by a decrease in net loans receivable of $233.0 million.

 

36




Securities Purchased Under Resale Agreements

We purchase securities under resale agreements with terms that range from one day to several years.  Total resale agreements increased to $200.0 million as of June 30, 2007, compared with $100.0 million as of December 31, 2006, all of which are long-term agreements.  The increase is due to a $100.0 million resale agreement that we entered into during January 2007.  This agreement has a term of ten years with an interest rate that is fixed at 8.00% for the first two years and thereafter becomes floating rate subject to a switch condition if the three-month Libor rate falls below 5.00%.  If the three-month Libor rate falls below 5.00% after two years, the quarterly floating rate will be based on a specified interest rate.  If the three-month Libor rate does not fall below 5.00% after the first two years, the interest rate on this resale agreement will continue to be fixed at 8.00% until the switch condition becomes applicable.  Once the switch condition applies, the quarterly floating rate calculation basis will apply for the remainder of the term.  The counterparty has the right to a quarterly call after the first two years.  The collateral for this resale agreement consists of mortgage-backed securities and debt securities held in safekeeping by a third party custodian.

On May 17, 2007, the Company entered into a new long-term resale agreement totaling $50.0 million.  The resale agreement has a term of fifteen years with an interest rate that is fixed at 10.00% for the first two years and thereafter is subject to a quarterly floating rate calculation basis for the remainder of the term.  The counterparty has the right to a quarterly call after the first two years.  The collateral for this resale agreement consists of U.S. government sponsored enterprise mortgage-backed securities and debt securities held in safekeeping by a third party custodian.  This resale agreement replaced a security in the amount of $50 million that was called during the second quarter of 2007.

Purchases of securities under resale agreements are overcollateralized to ensure against unfavorable market price movements.  We monitor the market value of the underlying securities which collateralize the related receivable on resale agreements, including accrued interest.  In the event that the fair market value of the securities decreases below the carrying amount of the related repurchase agreement, our counterparty is required to designate an equivalent value of additional securities.  The counterparties to these agreements are nationally recognized investment banking firms that meet credit eligibility criteria and with whom a master repurchase agreement has been duly executed.

Investment Securities Available-for-Sale

Total investment securities available-for-sale increased 8% to $1.78 billion as of June 30, 2007, compared with $1.65 billion at December 31, 2006.  Total repayments/maturities and proceeds from sales of available-for-sale securities amounted to $773.5 million and $207.0 million, respectively, during the six months ended June 30, 2007.  Proceeds from repayments, maturities, sales, and redemptions were applied towards additional investment securities purchases totaling $394.8 million as well as funding a portion of loan originations made during the first half of 2007.  We recorded net gains totaling $918 thousand on sales of available-for-sale securities during the second quarter of 2007, compared with $145 thousand during the same quarter last year.  For the first half of 2007, we recorded net gains totaling $2.4 million, compared with $1.9 million during the first half of 2006.

We perform regular impairment analyses on the investment securities available-for-sale portfolio.  If we determine that a decline in fair value is other-than-temporary, an impairment writedown is recognized in current earnings.  Other-than-temporary declines in fair value are assessed based on the duration the security has been in a continuous unrealized loss position, the severity of the decline in value, the rating of the security and our ability and intent on holding the securities until the fair values

37




recover.  All 19 individual securities that have been in a continuous unrealized loss position for twelve months as of June 30, 2007 had investment grade ratings upon purchase.  The issuers of these securities have not, to our knowledge, established any cause for default on these securities and the various rating agencies have reaffirmed these securities’ long-term investment grade status at June 30, 2007.  These unrealized losses are primarily attributable to changes in interest rates and individually were less than 3% of their respective amortized cost basis.  These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated.  However, we have the ability and the intention to hold these securities until their fair values recover to cost.  Because the Company has the ability and the intent to hold these investments until recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2007.

The following table sets forth the amortized cost and the estimated fair values of investment securities available-for-sale as of June 30, 2007 and December 31, 2006:

 

 

Amortized 
Cost 

 

Gross
Unrealized
Gains 

 

Gross
Unrealized
Losses 

 

Estimated
Fair Value 

 

 

 

(In thousands)

 

As of June 30, 2007

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

2,477

 

$

1

 

$

 

$

2,478

 

U.S. Government agency securities and U.S. Government sponsored enterprise debt securities

 

425,151

 

4

 

(7,256

)

417,899

 

U.S. Government sponsored enterprise mortgage-backed securities

 

400,724

 

2,824

 

(2,774

)

400,774

 

Other mortgage-backed securities

 

802,579

 

 

(7,938

)

794,641

 

Corporate debt securities

 

105,191

 

437

 

(524

)

105,104

 

U.S. Government sponsored enterprise equity securities

 

33,419

 

81

 

(1,644

)

31,856

 

Residual securities

 

27,810

 

1,889

 

 

29,699

 

Other securities

 

2,419

 

 

 

2,419

 

Total investment securities available-for-sale

 

$

1,799,770

 

$

5,236

 

$

(20,136

)

$

1,784,870

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2006

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

2,476

 

$

1

 

$

 

$

2,477

 

U.S. Government agency securities and U.S. Government sponsored enterprise debt securities

 

792,424

 

2

 

(2,174

)

790,252

 

U.S. Government sponsored enterprise mortgage-backed securities

 

258,782

 

2,781

 

(1,425

)

260,138

 

Other mortgage-backed securities

 

494,248

 

 

(16,477

)

477,771

 

Corporate debt securities

 

98,003

 

177

 

(299

)

97,881

 

U.S. Government sponsored enterprise equity securities

 

4,648

 

 

(27

)

4,621

 

Residual securities

 

12,924

 

1,032

 

(16

)

13,940

 

Total investment securities available-for-sale

 

$

1,663,505

 

$

3,993

 

$

(20,418

)

$

1,647,080

 

 

During the second quarter of 2007, we completed two guaranteed mortgage securitization transactions involving both single family and multifamily loans through Fannie Mae.  We recorded mortgage servicing assets in conjunction with these securitization transactions as the Bank continues to service the underlying loans.  On April 27, 2007, we securitized $96.4 million in single family loans which resulted in $811 thousand in mortgage servicing assets.  On June 28, 2007, we securitized another $229.7 million in multifamily loans resulting in $2.3 million in mortgage servicing assets.  The resulting securities were retained in our available-for-sale investment portfolio.  In accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement No. 125, both securitization transactions were accounted for as neither sales nor financings with no gains or losses recorded to operations.  As previously mentioned, we plan to

38




securitize additional single family and multifamily loans in the foreseeable future as part of our ongoing strategy to reduce our overall credit risk, enhance our liquidity, and manage our capital.

We retain residual interests in securitized mortgage loans in connection with our securitization activities.  The fair value of residual interests is subject to credit, prepayment, and interest rate risk on the underlying mortgage loans.  Fair value is estimated based on a discounted cash flow analysis.  These cash flows are projected over the lives of the receivables using prepayment speed, expected credit losses, and the forward interest rate environment on the residual securities.  At June 30, 2007, the fair values of the residual interests totaled $29.7 million based on a weighted average projected prepayment rate of 20%, a weighted average annual expected credit loss rate of 0.06%, and a weighted average discount rate of 11%.  As of December 31, 2006, the fair values of residual interests totaled $13.9 million based on a weighted average projected prepayment rate of 26%, a weighted average annual expected credit loss rate of 0.16%, and a weighted average discount rate of 11%.

As a result of our periodic reviews for impairment in accordance with EITF 99-20, “Recognition of Interest Income and Impairment on Certain Investments” (“EITF 99-20”), we recorded $638 thousand in impairment charges on residual securities from our over collateralization bonds at June 30, 2007.  There were no impairment charges recorded on residual interests at December 31, 2006.

Loans

We offer a broad range of products designed to meet the credit needs of our borrowers.  Our lending activities consist of residential single family loans, residential multifamily loans, commercial real estate loans, construction loans, commercial business loans, trade finance loans, and consumer loans.  Total gross loans decreased $235.1 million, or 3%, to $8.03 billion at June 30, 2007, relative to December 31, 2006.  Excluding the impact of $721.8 million in total on-balance sheet single family and multifamily loan securitizations, organic loan growth was $486.7 million for the first half of 2007, representing an increase of 6% (or 12% annualized).

Excluding the impact of loan securitizations, the growth in loans is comprised of net increases in single family loans of $49.6 million or 14%, multifamily loans of $285 thousand or less than 1%, commercial real estate loans of $44.5 million or 1%, construction loans of $203.8 million or 18%, commercial loans of $106.4 million or 11%, and trade finance loans of $96.9 million or 36%.  These increases are partially offset by a net decrease in consumer loans of $14.8 million or 9%.

39




The following table sets forth the composition of the loan portfolio as of the dates indicated:

 

 

June 30, 2007

 

December 31, 2006

 

 

 

Amount

 

Percent

 

Amount

 

Percent

 

 

 

(Dollars in thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential, single family

 

$

318,669

 

4.0

%

$

365,407

 

4.4

%

Residential, multifamily

 

959,531

 

11.9

%

1,584,674

 

19.2

%

Commercial and industrial real estate

 

3,811,171

 

47.5

%

3,766,634

 

45.6

%

Construction

 

1,358,095

 

16.9

%

1,154,339

 

14.0

%

Total real estate loans

 

6,447,466

 

80.3

%

6,871,054

 

83.2

%

 

 

 

 

 

 

 

 

 

 

Other loans:

 

 

 

 

 

 

 

 

 

Commercial business

 

1,066,751

 

13.3

%

960,375

 

11.6

%

Trade finance

 

368,694

 

4.6

%

271,795

 

3.3

%

Automobile

 

8,297

 

0.1

%

9,481

 

0.1

%

Other consumer

 

138,903

 

1.7

%

152,527

 

1.8

%

Total other loans

 

1,582,645

 

19.7

%

1,394,178

 

16.8

%

Total gross loans

 

8,030,111

 

100.0

%

8,265,232

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Unearned fees, premiums and discounts, net

 

(3,652

)

 

 

(4,859

)

 

 

Allowance for loan losses

 

(77,280

)

 

 

(78,201

)

 

 

Loan receivable, net

 

$

7,949,179

 

 

 

$

8,182,172

 

 

 

 

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 totaled $24.4 million or 0.23 % of total assets at June 30, 2007, compared to $19.9 million or 0.18% of total assets at December 31, 2006.  Nonaccrual loans amounted to $23.7 million at June 30, 2007 and $17.1 million at December 31, 2006.  Loans totaling $18.8 million were placed on nonaccrual status during the second quarter of 2007.  These additions to nonaccrual loans were offset by $5.2 million in payoffs and principal paydowns, and $4.8 million in loans brought current.  Additions to nonaccrual loans during the second quarter of 2007 were comprised of $1.0 million in single family loans, $2.2 million in multifamily loans, $5.4 million in commercial real estate loans, $1.6 million in trade finance loans, $280 thousand in SBA loans, $950 thousand in commercial business loans, a $7.2 million construction loan, a $234 thousand home equity loan, and a $3 thousand automobile loan.

Loans that were past due 90 days or more were on nonaccrual status as of June 30, 2007 and December 31, 2006.

Restructured loans represent loans that have had their original terms modified.  There were no restructured loans as of June 30, 2007 and December 31, 2006.

Other real estate owned includes properties acquired through foreclosure or through full or partial satisfaction of loans.  We had one OREO property at June 30, 2007 with a carrying value of $622 thousand, representing a 7-unit apartment building located in Oakland, California.  In comparison, we had one OREO property at December 31, 2006 with a carrying value of $2.8 million representing an industrial park property located in Sacramento, California held as collateral for a commercial real estate loan.  This property was sold during the first quarter of 2007 for a net gain on sale of $1.3 million.

40




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:

 

 

June 30,
2007 

 

December 31,
2006 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Nonaccrual loans

 

$

23,747

 

$

17,101

 

Loans past due 90 days or more but not on nonaccrual

 

 

 

Total nonperforming loans

 

23,747

 

17,101

 

 

 

 

 

 

 

Restructured loans

 

 

 

Other real estate owned, net

 

622

 

2,786

 

Total nonperforming assets

 

$

24,369

 

$

19,887

 

 

 

 

 

 

 

Total nonperforming assets to total assets

 

0.23

%

0.18

%

Allowance for loan losses to nonperforming loans

 

325.43

%

457.29

%

Nonperforming loans to total gross loans

 

0.30

%

0.21

%

 

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, or alternatively, a specific allocation will be established.  Also, in accordance with SFAS No. 114, loans that are considered impaired are specifically excluded from the quarterly migration analysis when determining the amount of the allowance for loan and lease losses required for the period.

At June 30, 2007, we classified $38.2 million of our loans as impaired, compared with $17.1 million at December 31, 2006.  Specific reserves on impaired loans amounted to $2.9 million at June 30, 2007.  In comparison, there were no specific reserves on impaired loans at December 31, 2006.  Our average recorded investment in impaired loans for the six months ended June 30, 2007 and 2006 were $38.2 million and $8.0 million, respectively.  During the six months ended June 30, 2007 and 2006, gross interest income that would have been recorded on impaired loans, had they performed in accordance with their original terms, totaled $1.6 million and $332 thousand, respectively.  Of this amount, actual interest recognized on impaired loans, on a cash basis, was $748 thousand and $55 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.  In addition to regular, quarterly reviews of the appropriateness of the allowance for loan losses, management performs an ongoing assessment of the risks inherent in the loan portfolio.  While we believe that the allowance for loan losses is appropriate at June 30, 2007, future additions to the allowance will be subject to a continuing evaluation of estimated and known, as well as inherent, risks in the loan portfolio.

41




The allowance for loan losses is increased by the provision for loan losses which is charged against current period operating results, and is increased or decreased by the amount of net recoveries or net chargeoffs, respectively, during the period.  At June 30, 2007, the allowance for loan losses amounted to $77.3 million, or 0.96% of total loans, compared with $78.2 million, or 0.95% of total loans, at December 31, 2006, and $75.8 million, or 0.96% of total loans, at June 30, 2006.  Loss allowances required for unfunded loan commitments, off-balance sheet credit exposures related to our trade finance lending activities, and recourse provisions related to our securitization transactions, increased by $189 thousand at June 30, 2007, relative to year-end 2006.  The allowance for unfunded loan commitments, off-balance-sheet credit exposures, and recourse provisions is included in accrued expenses and other liabilities and amounted to $12.4 million at June 30, 2007, compared to $12.2 million at December 31, 2006.

Due to the continued strength of our credit quality and increased loan securitization activity, no additional loss provisions were warranted during the second quarter and first half of 2007.  This compares to $1.3 million and $4.7 million in loss provisions charged to operations during the second quarter and first half of 2006, respectively.  We continue to experience historically low levels of nonperforming assets and minimal or no losses in several loan categories.  During the second quarter of 2007, net loan chargeoffs amounted to $576 thousand, or an annualized 0.03% of average loans outstanding during the quarter.  This compares to net loan chargeoffs of $305 thousand, representing less than an annualized 0.02% of average loans outstanding for the corresponding quarter in 2006.  For the first six months of 2007, net loan chargeoffs totaled $732 thousand, or an annualized 0.02% of average loans outstanding during the period.  In comparison, net loan chargeoffs amounted to $259 thousand for the first half of 2006, representing an annualized 0.01% of average loans outstanding during the period.

42




The following table summarizes activity in the allowance for loan losses as of the dates indicated:

 

 

Three Months Ended
June 30, 

 

Six Months Ended
June 30, 

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Allowance balance, beginning of period

 

$

75,970

 

$

75,493

 

$

78,201

 

$

68,635

 

Allowance from acquisition

 

 

 

 

 

4,084

 

Net adjustment to allowance for unfunded loan commitments,

 

 

 

 

 

 

 

 

 

letters of credit and other recourse provision

 

1,886

 

(674

)

(189

)

(1,279

)

Provision for loan losses

 

 

1,333

 

 

4,666

 

Chargeoffs:

 

 

 

 

 

 

 

 

 

Commercial business

 

865

 

291

 

1,045

 

291

 

Automobile

 

 

45

 

 

45

 

Other consumer

 

 

19

 

11

 

20

 

Total chargeoffs

 

865

 

355

 

1,056

 

356

 

 

 

 

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

 

 

 

 

Residential, single family

 

 

2

 

 

2

 

Commercial business

 

289

 

48

 

323

 

93

 

Automobile

 

 

 

1

 

2

 

Total recoveries

 

289

 

50

 

324

 

97

 

Net chargeoffs

 

576

 

305

 

732

 

259

 

Allowance balance, end of period

 

$

77,280

 

$

75,847

 

$

77,280

 

$

75,847

 

Average loans outstanding

 

$

8,097,386

 

$

7,723,615

 

$

8,137,161

 

$

7,402,991

 

Total gross loans outstanding, end of period

 

$

8,030,111

 

$

7,874,031

 

$

8,030,111

 

$

7,874,031

 

Annualized net chargeoffs to average loans

 

0.03

%

0.02

%

0.02

%

0.01

%

Allowance for loan losses to total gross loans, end of period

 

0.96

%

0.96

%

0.96

%

0.96

%

 

Our methodology to determine the overall appropriateness of the allowance is based on a classification migration model and qualitative considerations.  The technique of migration analysis essentially looks at pools of loans having similar characteristics and analyzes their loss rates over a historical period.  We utilize a loss horizon of fifteen years to better capture the Bank’s historical loss trends.  This loss horizon represents the timeframe when the Bank started to monitor and track losses incurred in the loan portfolio.  Since loss rates derived by the migration model are based predominantly on historical loss trends, they may not be indicative of the actual or inherent loss potential for loan categories that have little or no historical losses.  Our credit quality has remained at very high levels over the past several years and we have experienced minimal or no losses in several segments of our loan portfolio.  For this reason, we have deemed it prudent to utilize qualitative and environmental factors as adjusting mechanisms to supplement the historical results of the classification migration model.

Qualitative considerations include, but are not limited to, prevailing economic or market conditions, relative risk profiles of various loan segments, the internal control environment, volume concentrations, growth trends, delinquency and nonaccrual status, problem loan trends, and geographic concentrations.  Qualitative and environmental factors are reflected as percent adjustments and are added to the historical loss rates derived from the classified asset migration model to determine the appropriate allowance amount for each loan category.

In consideration of the significant growth and increasing diversity and credit risk profiles of loans in our portfolio over the past several years, our classification migration model utilizes eighteen risk-rated or heterogeneous loan pool categories and three homogeneous loan categories.  The loan

43




sectors included in the heterogeneous loan pools are residential single family, residential multifamily, commercial real estate, construction, commercial business, trade finance, and automobile loans.  With the exception of automobile loans, all other heterogeneous loan categories have been broken down into additional subcategories.  For example, the commercial real estate loan category is further segmented into six subcategories based on industry sector.  These subcategories include retail, office, industrial, land, hotel/motel, and other special purpose or miscellaneous.  By sectionalizing these broad loan categories into smaller subgroups, we are better able to isolate and identify the risks associated with each subgroup based on historical loss trends.

In addition to the eighteen heterogeneous loan categories, our classification migration model also utilizes three homogeneous loan categories which encompass predominantly consumer-related credits.  Specifically, these homogeneous loan categories are home equity lines, overdraft protection lines, and credit card loans.

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:

 

 

June 30, 2007

 

December 31, 2006

 

 

 

Amount

 

%

 

Amount

 

%

 

 

 

(Dollars in thousands)

 

Residential, single family

 

$

2,065

 

2.7

%

$

1,438

 

4.4

%

Residential, multifamily

 

7,186

 

9.3

%

10,315

 

19.2

%

Commercial and industrial real estate

 

24,434

 

31.7

%

23,792

 

45.6

%

Construction

 

16,198

 

20.8

%

9,629

 

14.0

%

Commercial business

 

14,427

 

18.7

%

16,750

 

11.6

%

Trade finance

 

12,329

 

16.0

%

15,538

 

3.3

%

Automobile

 

76

 

0.1

%

92

 

0.1

%

Other consumer

 

565

 

0.7

%

647

 

1.8

%

Total

 

$

77,280

 

100.0

%

$

78,201

 

100.0

%

 

Deposits

Deposit growth remains challenging as we continue to experience heightened market competition.  Deposits decreased 1% to $7.15 billion at June 30, 2007, from $7.24 billion at December 31, 2006.  Except for time deposits which increased 2% or $72.5 million to $3.85 billion, all other deposit categories declined at June 30, 2007, relative to year-end 2006.  Specifically, noninterest-bearing demand accounts decreased $47.3 million or 3%, interest-bearing accounts decreased $68.8 million or 15%, money market accounts decreased $18.7 million or 1%, and savings accounts decreased $25.7 million or 7%.  Core deposits, or non-time deposit accounts, amounted to $3.35 billion at June 30, 2007, representing 47% of total deposits, with time deposits representing the remaining 53%.  In comparison, our core deposit ratio was 48% at year-end 2006.

44




The following table sets forth the composition of the deposit portfolio as of the dates indicated:

 

 

June 30, 
2007 

 

December 31,
2006 

 

 

 

(In thousands)

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

1,306,391

 

$

1,353,734

 

Interest-bearing checking

 

381,447

 

450,201

 

Money market

 

1,262,001

 

1,280,651

 

Savings

 

346,851

 

372,546

 

Total core deposits

 

3,296,690

 

3,457,132

 

Time deposits:

 

 

 

 

 

Less than $100,000

 

943,046

 

1,012,401

 

$100,000 or greater

 

2,907,316

 

2,765,509

 

Total time deposits

 

3,850,362

 

3,777,910

 

Total deposits

 

$

7,147,052

 

$

7,235,042

 

 

Borrowings

We utilize a combination of short-term and long-term borrowings to manage our liquidity position.  Federal funds purchased generally mature within one to three business days from the transaction date.  At June 30, 2007, federal funds purchased amounted to $159.0 million, representing a 5% increase from the $151.0 million balance at December 31, 2006.  Similarly, FHLB advances also increased 2% to $1.16 billion at June 30, 2007, compared to $1.14 billion at December 31, 2006.  As of June 30, 2007, overnight FHLB advances amounted to $310.0 million, a 35% increase from the $230.0 million balance at December 31, 2006.  To help fund our loan origination activity, we entered into an overnight FHLB advance amounting to $310.0 million as of June 30, 2007, and a $20.0 million FHLB advance with a two-year maturity term at a fixed rate of 4.90% during the first quarter of 2007.  FHLB advances amounting to $302.0 million matured during the first half of 2007.

In addition to federal funds purchased and FHLB advances, we also utilize securities sold under repurchase agreements (“repurchase agreements”) to manage our liquidity position.  Repurchase agreements remained at $975.0 million at June 30, 2007 and December 31, 2006.  Repurchase agreements are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold.  The collateral for these agreements consist of U.S. Government agency and U.S. Government sponsored enterprise debt and mortgage-backed securities.  All of these repurchase agreements have a term of ten years.  The rates are all initially floating rate for a period of time ranging from six months to three years, with the floating interest rates ranging from the three-month Libor minus 80 basis points to the three-month Libor minus 340 basis points.  Thereafter, the rates are fixed for the remainder of the term, with fixed interest rates ranging from 4.29% to 5.13%.  The counterparty has the right to either a one-time call or a quarterly call when the rates change from floating to fixed, for each of the repurchase agreements.

Long-Term Debt

As of June 30, 2007, long-term debt increased 11% to $204.6 million, compared to $184.0 million at December 31, 2006.  Long-term debt is comprised of subordinated debt and junior subordinated debt issued in connection with our various trust preferred securities offerings.  As previously mentioned, the increase in long-term debt at June 30, 2007 is due to the additional issuance of $20.0 million in junior subordinated debt securities through a pooled trust preferred offering during the

45




first quarter of 2007.  Similar to previous offerings, these securities were issued through a newly formed statutory business trust, East West Capital Trust VIII, a wholly-owned subsidiary of the Company.  The securities have a 30-year maturity and bear interest at a per annum rate based on the three-month Libor plus 140 basis points, payable on a quarterly basis.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

The following table presents, as of June 30, 2007, our significant fixed and determinable contractual obligations, within the categories described below, by payment date.  With the exception of operating lease obligations, these contractual obligations are included in the Condensed Consolidated Statement of Financial Condition presented elsewhere herein.  The payment amounts represent the amounts and interest contractually due to the recipient.

 

 

Payment Due by Period

 

 

 

Less than

 

 

 

 

 

After

 

Indeterminate

 

 

 

Contractual Obligations

 

1 year

 

1-3 years

 

3-5 years

 

5 years

 

Maturity

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

3,812,161

 

$

143,357

 

$

14,772

 

$

17,693

 

$

3,296,690

 

$

7,284,673

 

Federal funds purchased

 

159,047

 

 

 

 

 

 

 

 

 

159,047

 

FHLB advances

 

523,327

 

656,076

 

68,820

 

3,390

 

 

 

1,251,613

 

Securities sold under

 

 

 

 

 

 

 

 

 

 

 

 

 

repurchase agreements

 

40,814

 

81,628

 

81,628

 

1,135,887

 

 

 

1,339,957

 

Notes payable

 

 

 

 

 

 

 

 

 

15,952

 

15,952

 

Long-term debt obligations

 

14,842

 

29,684

 

29,684

 

440,428

 

 

 

514,638

 

Operating lease obligations

 

10,109

 

18,257

 

14,890

 

36,496

 

 

 

79,752

 

Unrecognized tax benefits

 

 

 

471,221

 

 

 

 

 

 

 

471,221

 

Total contractual obligations

 

$

4,560,300

 

$

1,400,223

 

$

209,794

 

$

1,633,894

 

$

3,312,642

 

$

11,116,853

 

 

As a financial service provider, we routinely enter into commitments to extend credit to customers, such as loan commitments, commercial letters of credit for foreign and domestic trade, standby letters of credit, and financial guarantees.  Many of these commitments to extend credit may expire without being drawn upon.  The same credit policies are used in extending these commitments as in extending loan facilities to customers.  A schedule of significant commitments to extend credit to customers as of June 30, 2007 is as follows:

 

 

Commitments
Outstanding 

 

 

 

(In thousands)

 

Undisbursed loan commitments

 

$

2,599,593

 

Standby letters of credit

 

550,733

 

Commercial letters of credit

 

65,562

 

 

Capital Resources

Our primary source of capital is the retention of net after tax earnings.  At June 30, 2007, stockholders’ equity totaled $1.06 billion, a 4% increase from $1.02 billion as of December 31, 2006.  The increase is comprised of the following: (1) net income of $82.6 million recorded during the first six months of 2007; (2) stock compensation costs amounting to $3.1 million related to grants of restricted stock and stock options; (3) tax benefits of $6.1 million resulting from the exercise of nonqualified stock

46




options; (4) tax benefits of $184 thousand resulting from the vesting of restricted stock; (5) $1.5 million in net unrealized gain on available-for-sale securities; and (6) net issuance of common stock totaling $5.7 million, representing 668,392 shares, pursuant to various stock plans and agreements.  These transactions were offset by (1) a change in accounting principle pursuant to the adoption of FIN 48 amounting to $4.6 million; (2) payment of quarterly cash dividends totaling $12.2 million for the first half of 2007; (3) purchase of treasury shares related to vested restricted stock amounting to $795 thousand, representing 21,747 shares; and (4) purchase of treasury shares in connection with Board authorized repurchase programs totaling $45.8 million, representing 1,175,000 shares.

On March 30, 2007, we issued $20.0 million in junior subordinated debt securities through a pooled trust preferred offering.  Similar to previous offerings, these securities were issued through a newly formed statutory business trust, Trust VIII, a wholly-owned subsidiary of the Company.  The proceeds from the debt securities are loaned by Trust VIII to the Company and are included in long-term debt in the accompanying Condensed Consolidated Statement of Financial Condition.  The securities issued by Trust VIII have a scheduled maturity of June 6, 2037 and bear interest at a per annum rate based on the three-month Libor plus 140 basis points, payable on a quarterly basis.  At June 30, 2007, the interest rate on the junior subordinated debt was 6.76%.  The junior subordinated debt issued qualifies as Tier I capital for regulatory reporting purposes.

We are subject to risk-based capital regulations adopted by federal banking regulators.  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 June 30, 2007, the Bank’s Tier 1 and total capital ratios were 9.7% and 11.1%, respectively, compared to 9.4% and 11.1%, respectively, at December 31, 2006.

The following table compares East West Bancorp, Inc.’s and East West Bank’s actual capital ratios at June 30, 2007, to those required by regulatory agencies for capital adequacy and well-capitalized classification purposes:

 

 

East West
Bancorp

 

East West
Bank

 

Minimum
Regulatory
Requirements

 

Well
Capitalized
Requirements

 

Total Capital (to Risk-Weighted Assets)

 

11.2

%

11.1

%

8.0

%

10.0

%

Tier 1 Capital (to Risk-Weighted Assets)

 

9.8

%

9.7

%

4.0

%

6.0

%

Tier 1 Capital (to Average Assets)

 

8.9

%

8.8

%

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.

 

47




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, advances from the Federal Home Loan Bank of San Francisco, and issuances of long-term debt.  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 half of 2007, we experienced net cash inflows from operating activities of $60.9 million, compared to net cash inflows of $59.4 million for the first six months of 2006.  Net cash inflows from operating activities for the first half of 2007 and 2006 were primarily due to the net income earned during the period.

Net cash inflows from investing activities totaled $21.0 million for the first half of 2007 were due to proceeds from repayments, maturities, redemptions, and sales of investment securities partially offset by net loan growth and purchases of investment securities and resale agreements.  During the same period in 2006, net cash outflows from investing activities totaled $811.9 million were primarily due to the growth in our loan portfolio and purchases of available-for-sale securities.  These factors were partially offset by repayments, maturities, redemptions, and net sales proceeds from investment securities.

We experienced net cash outflows from financing activities of $83.9 million for the first half of 2007 primarily due to the net decrease in deposits, purchases of treasury shares in connection with our Board authorized stock repurchase program, and dividends paid on our common stock.  These factors were partially offset by net proceeds from FHLB advances and long-term debt.  During the same period in 2006, proceeds from securities sold under repurchase and FHLB advances, as well as deposit growth accounted for net cash inflows from financing activities totaling $738.6 million.

 As a means of augmenting our liquidity sources, we have available a combination of borrowing sources comprised of  FHLB advances, federal funds lines with various correspondent banks, and several master repurchase agreements with major brokerage companies.  We believe our liquidity sources to be stable and adequate.  At June 30, 2007, we are not aware of any information that was reasonably likely to have a material adverse 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 six months ended June 30, 2007 and 2006, total dividends paid by East West Bank to East West Bancorp, Inc. amounted to $44.2 million and $5.9 million respectively.  The large increase in dividend payment by the Bank to the Company during the first half of 2007 is primarily due to the share repurchases totaling $45.8 million in connection with the Board authorized stock repurchase program announced during the first quarter of 2007.  As of June 30, 2007, approximately $285.6 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

48




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 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 the available-for-sale portfolio (including those attributable to hedging transactions, if any), purchase and securitization activity, and maturities of investment securities and borrowings.

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 quarterly 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 June 30, 2007 and December 31, 2006, assuming a parallel shift of 100 to 200 basis points in either directions:

 

 

 

Net Interest Income
Volatility(1) 

 

Net Portfolio Value
Volatility(2) 

 

Change in Interest Rates

 

June 30,

 

December 31,

 

June 30,

 

December 31,

 

(Basis Points)

 

2007

 

2006

 

2007

 

2006

 

+200

 

6.2

%

0.2

%

(7.2

)%

(11.1

)%

+100

 

3.6

%

2.6

%

0.1

%

(1.8

)%

-100

 

(4.3

)%

(2.3

)%

(4.5

)%

(3.8

)%

-200

 

(8.2

)%

(5.0

)%

(10.7

)%

(9.3

)%


(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.

 

(2) The percentage change represents net portfolio value of the Bank in a stable interest rate environment versus net portfolio value 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 June 30, 2007 and December 31, 2006.  At June 30, 2007 and December 31, 2006, 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

49




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 the published indices.

The following table provides the outstanding principal balances and the weighted average interest rates of our financial instruments as of June 30, 2007.  The information presented below is based on the repricing date for variable rate instruments and the expected maturity date for fixed rate instruments.

50




 

 

 

Expected Maturity or Repricing Date by Year

 

Fair Value at
June 30,

 

 

 

Year 1

 

Year 2

 

Year 3

 

Year 4

 

Year 5

 

Thereafter

 

Total

 

2007

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

16,000

 

 

 

 

 

 

 

 

 

 

 

$

16,000

 

$

16,000

 

Weighted average rate

 

5.37

%

 

 

 

 

 

 

 

 

 

 

5.37

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities purchased under resale agreements

 

$

50,000

 

$

150,000

 

 

 

 

 

 

 

 

 

$

200,000

 

$

208,086

 

Weighted average rate

 

7.00

%

8.67

%

 

 

 

 

 

 

 

 

8.25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities available-for-sale (fixed rate)

 

$

114,881

 

$

15,000

 

$

105,000

 

 

 

 

 

$

274,006

 

$

508,887

 

$

498,111

 

Weighted average rate

 

4.48

%

5.59

%

5.25

%

 

 

 

 

6.98

%

6.02

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities available-for-sale (variable rate)(1)

 

$

1,115,619

 

$

70,778

 

$

63,853

 

$

33,228

 

$

5,000

 

$

2,405

 

$

1,290,883

 

$

1,286,759

 

Weighted average rate

 

5.80

%

4.67

%

5.61

%

6.21

%

7.68

%

5.34

%

5.75

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross loans

 

$

5,815,125

 

$

805,162

 

$

732,753

 

$

355,763

 

$

135,803

 

$

185,504

 

$

8,030,110

 

$

8,082,097

 

Weighted average rate

 

8.16

%

6.71

%

6.57

%

6.86

%

7.00

%

6.13

%

7.74

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

381,447

 

 

 

 

 

 

 

 

 

 

 

$

381,447

 

$

381,447

 

Weighted average rate

 

1.65

%

 

 

 

 

 

 

 

 

 

 

1.65

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

$

1,262,001

 

 

 

 

 

 

 

 

 

 

 

$

1,262,001

 

$

1,262,001

 

Weighted average rate

 

4.19

%

 

 

 

 

 

 

 

 

 

 

4.19

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

346,851

 

 

 

 

 

 

 

 

 

 

 

$

346,851

 

$

346,851

 

Weighted average rate

 

0.66

%

 

 

 

 

 

 

 

 

 

 

0.66

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

$

3,708,258

 

$

97,580

 

$

31,953

 

$

3,702

 

$

8,248

 

$

621

 

$

3,850,362

 

$

3,836,142

 

Weighted average rate

 

4.68

%

4.65

%

3.50

%

4.78

%

5.02

%

4.67

%

4.67

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds purchased

 

$

159,000

 

 

 

 

 

 

 

 

 

 

 

$

159,000

 

$

159,000

 

Weighted average rate

 

5.31

%

 

 

 

 

 

 

 

 

 

 

5.31

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB overnight advances (variable rate)

 

$

310,000

 

 

 

 

 

 

 

 

 

 

 

$

310,000

 

$

310,000

 

Weighted average rate

 

5.48

%

 

 

 

 

 

 

 

 

 

 

5.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB term advances (fixed rate)

 

$

171,858

 

$

210,000

 

$

405,000

 

$

10,000

 

$

55,000

 

$

3,000

 

$

854,858

 

$

850,709

 

Weighted average rate

 

5.22

%

4.95

%

5.06

%

5.08

%

5.21

%

4.44

%

5.07

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold under repurchase agreements

 

$

975,000

 

 

 

 

 

 

 

 

 

 

 

$

975,000

 

$

952,206

 

Weighted average rate

 

4.19

%

 

 

 

 

 

 

 

 

 

 

4.19

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated debt

 

$

75,000

 

 

 

 

 

 

 

 

 

 

 

$

75,000

 

$

79,228

 

Weighted average rate

 

6.48

%

 

 

 

 

 

 

 

 

 

 

6.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Junior subordinated debt (fixed rate)

 

 

 

 

 

 

 

 

 

 

 

$

21,392

 

$

21,392

 

$

25,757

 

Weighted average rate

 

 

 

 

 

 

 

 

 

 

 

10.91

%

10.91

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Junior subordinated debt (variable rate)

 

$

108,250

 

 

 

 

 

 

 

 

 

 

 

$

108,250

 

$

110,150

 

Weighted average rate

 

7.07

%

 

 

 

 

 

 

 

 

 

 

7.07

%

 

 


(1)          Includes hybrid securities that have fixed interest rates for the first three or five years.  Thereafter, interest rates become adjustable based on a predetermined index.

51




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.

The fair values of short-term investments approximate their book values due to their short maturities.  For securities purchased under resale agreements, fair values are calculated by discounting future cash flows based on expected maturities or repricing dates utilizing estimated market discount rates.  Bid quotations from securities brokers or third party data providers are the basis for fair values of investment securities available-for-sale.  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 values of time deposits are based upon the discounted values of contractual cash flows, which are estimated using current rates offered for deposits of similar remaining terms. For federal funds purchased, fair value 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 values of securities sold under repurchase agreements are calculated by discounting future cash flows based on expected maturities or repricing dates, utilizing estimated market discount rates and taking into consideration the call features of each instrument.  For both subordinated and junior subordinated debt instruments, fair values are estimated by discounting 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 four 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, or 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 agreed to 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

52




agreements are marked-to-market every month with resulting changes in fair value recorded in the consolidated statements of income.

On April 1, 2005, the Company amended the four equity swap agreements entered into in 2004 effectively removing the swap payable leg.  The amendments to the swap agreements changed the terms of the agreements such that instead of paying interest based on the one-month Libor minus a spread on a monthly basis for the remaining terms of the agreements, we prepaid this amount based on the current market value of the cash streams.  The total amount paid in conjunction with these swap agreement amendments was $4.2 million on April 1, 2005.  The fair value of both the embedded derivatives and equity swap agreements amounted to $18.0 million and $15.1 million at June 30, 2007 and December 31, 2006, respectively.  The embedded derivatives are included in interest-bearing deposits and the equity swap agreements are included in other assets on the consolidated balance sheets.  The fair value of the derivative contracts is estimated using discounted cash flow analyses based on the change in value of the HSCEI based upon the life of the individual swap agreement.  The increase in the fair value of the derivative contracts since December 31, 2006 can be attributed to a 16% increase in the index value combined with a 10% increase in the implied volatility of the HSCEI call options as of June 30, 2007, relative to year-end 2006.

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 June 30, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and 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) and 15d-15(e).  Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective as of June 30, 2007.  There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2007 that has materially affected or is reasonably likely to materially affect our internal control 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.

53




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, in consultation with 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 1A. RISK FACTORS

There are no material changes to our risk factors as presented in the Company’s 2006 Form 10-K under the heading “Item 1A. Risk Factors.”

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of the Company’s securities during the second quarter of 2007 are as follows:

 

 

Total
Number
of Shares 

 

Weighted
Average
Price Paid 

 

Total Number
of Shares
Purchased as
Part of Publicly 

 

Approximate Dollar 
Value in Millions of Shares
that May Yet Be
Purchased Under 

 

Month Ended

 

Purchased(1)

 

per Share

 

Announced Programs

 

the Programs(2)

 

April 30, 2007

 

 

 

 

$

50.3

 

May 31, 2007

 

300,000

 

40.42

 

300,000

 

$

38.2

 

June 30, 2007

 

100,000

 

39.89

 

100,000

 

$

34.2

 

Total

 

400,000

 

$

40.29

 

400,000

 

$

34.2

 


(1)          Excludes 76,727 in repurchased shares totaling $2.9 million due to forfeitures and vesting of restricted stock awards pursuant to the Company’s 1998 Stock Incentive Plan.

(2)          During the first quarter of 2007, the Company’s Board of Directors announced a repurchase program authorizing the repurchase of up to $80.0 million of its common stock.  This repurchase program has no expiration date and, to date, 1,175,000 shares have been purchased under this program.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

54




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

An annual meeting of shareholders of East West Bancorp, Inc. was held on May 31, 2007 for the purpose of (1) electing three directors to serve until the 2010 Annual Meeting, (2) approving the Company’s Performance-Based Bonus Plan, (3) approving Section 6, as amended, of the Company’s 1998 Stock Incentive Plan, and (4) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent auditors.  Holders of 44,004,754 of the 60,956,037 outstanding shares as of the record date voted in the annual meeting in person or by proxy.

The votes cast to approve the three directors elected to serve until the 2010 Annual Meeting are as follows:

 

 

In Favor

 

Withheld

 

Peggy Cherng

 

42,738,463

 

1,266,291

 

Julia Gouw

 

41,165,313

 

2,839,441

 

John Lee

 

42,619,597

 

1,385,157

 

 

Other directors whose terms of office continued after the meeting were Dominic Ng, Rudolph Estrada, and Herman Li, whose terms will expire at the 2008 Annual Meeting, and Jack Liu and Keith Renken, whose terms will expire at the 2009 Annual Meeting.

The votes cast to approve the Company’s Performance-Based Bonus Plan, as amended are as follows:

 

Number of Votes Cast

 

In Favor

 

38,247,336

 

Oppose

 

1,051,337

 

Abstain

 

62,753

 

Broker Non-Votes

 

4,643,328

 

 

The votes cast to approve Section 6, as amended, of the Company’s 1998 Stock Incentive Plan are as follows:

 

Number of Votes Cast

 

In Favor

 

37,738,765

 

Oppose

 

1,563,820

 

Abstain

 

58,841

 

Broker Non-Votes

 

4,643,328

 

 

The votes cast to ratify Deloitte & Touche LLP as the Company’s independent auditors are as follows:

 

Number of Votes Cast

 

In Favor

 

43,871,608

 

Oppose

 

42,545

 

Abstain

 

90,601

 

Broker Non-Votes

 

0

 

 

ITEM 5.  OTHER INFORMATION

Not applicable.

55




ITEM 6.  EXHIBITS

 

(i) Exhibit 10.6.1

 

Section 6, As Amended, East West Bancorp, Inc.

 

 

 

1998 Stock Incentive Plan

 

 

 

 

 

(ii) Exhibit 10.6.3

 

East West Bancorp, Inc. Performance-Based Bonus

 

 

 

Plan, As Amended

 

 

 

 

 

(iii) Exhibit 31.1

 

Chief Executive Officer Certification Pursuant to

 

 

 

Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

(iv) Exhibit 31.2

 

Chief Financial Officer Certification Pursuant to

 

 

 

Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

(v) 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

 

 

 

 

 

(vi) 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.

56




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  August 7, 2007

EAST WEST BANCORP, INC.

 

 

 

 

By:

/s/ Julia Gouw

 

 

JULIA GOUW
Executive Vice President and
Chief Financial Officer

 

 

57