8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

November 14, 2011

Date of Report (date of earliest event reported)

HANMI FINANCIAL CORPORATION

(exact names of registrant as specified in its charter)

Delaware	Commission File Number 000-30421	95-4788120 (I.R.S. Employer Identification Number)
(state or other jurisdiction of incorporation or organization)

3660 Wilshire Boulevard, Ph-A

Los Angeles, California 90010

(Address of principal executive offices, including zip code)

(213) 382-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties, including but not limited to the risk that, because of business, economic or market conditions or for any other reasons within or outside of the Company’s discretion, the Company may decide not to pursue the offering, the offering may not be consummated, or proceeds from the offering are not used as disclosed. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the U.S. Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.

Item 8.01.  Other Events.

On November 14, 2011, Hanmi Financial Corporation (the “Company”) issued a press release announcing the commencement of an underwritten public offering of $70 million of the Company’s common stock. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, a copy of certain supplemental disclosures (the “Supplemental Disclosure”) related to the public offering is attached as Exhibit 99.2 to this Current Report on Form 8-K, and the Supplemental Disclosure is incorporated herein by reference. The Supplemental Disclosure is a forecast subject to the safe harbor provisions relating to forward-looking statements contained in the Private Securities and Litigation Reform Act of 1995.

The Company previously filed a Current Report on Form 8-K on June 20, 2011 (the “June 20, 2011 8-K”), which attached certain information relating to the Company as Exhibit 99.2 thereto, and such information was incorporated by reference into Item 8.01 thereof. Pursuant to Rule 412 under the Securities Act, Item 8.01 of the June 20, 2011 8-K is hereby amended and superseded in its entirety by the Supplemental Disclosure attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Press release, dated November 14, 2011, regarding commencement of underwritten public offering.
99.2	Supplemental disclosure.

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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 hereunto duly authorized.

	HANMI FINANCIAL CORPORATION
November 14, 2011	By:	/S/ JAY S. YOO
		Jay S. Yoo
		President and Chief Executive Officer

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INDEX TO EXHIBITS

Number	Description
99.1	Press release, dated November 14, 2011, regarding commencement of underwritten public offering.
99.2	Supplemental disclosure.

4

EX-99.1

Exhibit 99.1

Hanmi Financial Corporation Announces Launch of Underwritten Public Offering of Common Stock

LOS ANGELES, November 14, 2011 (GLOBE NEWSWIRE) — Hanmi Financial Corporation (Nasdaq: HAFC) (the “Company”), the holding company for Hanmi Bank, today announced that it has commenced an underwritten public offering of approximately $70 million of its common stock. FBR Capital Markets & Co. will serve as the underwriter for this offering. The Company expects to grant the underwriter a 30-day option to purchase additional common stock, solely to cover over-allotments, if any.

The Company intends to contribute a substantial portion of the net proceeds from the offering to Hanmi Bank as additional capital and to support future organic growth and future acquisition driven growth. The Company intends to retain the remaining net proceeds at the Company level for use as working capital and other general corporate purposes.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and has become effective. This release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The public offering of the Company’s common stock may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained by from FBR Capital Markets & Co., Prospectus Department, 1001 19^th Street, North, Arlington, VA 22209, or by email at prospectuses@fbr.com.

About Hanmi Financial Corporation

Headquartered in Los Angeles, Hanmi Bank, a wholly-owned subsidiary of Hanmi Financial Corporation, provides services to the multi-ethnic communities of California, with 27 full-service offices in Los Angeles, Orange, San Bernardino, San Francisco, Santa Clara and San Diego counties, and a loan production office in Washington State. Hanmi Bank specializes in commercial, SBA and trade finance lending, and is a recognized community leader. Hanmi Bank’s mission is to provide a full range of quality products and premier services to its customers and to maximize shareholder value.

Forward-Looking Statements

This news release contains forward-looking statements for which the Company claims the protection of the safe harbor contained in the Private Securities and Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. A number of factors, many of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. The Company’s Annual Report on Form 10-K and other SEC filings discuss the most significant risk factors that may affect its business, results of operations and financial condition. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Contact: Hanmi Financial Corporation

David Yang Investor Relations Officer (213) 637-4798

EX-99.2

Exhibit 99.2

Stress Test Analysis

Hanmi has engaged a third party to perform quarterly stress tests in order to verify its internal loss analysis

The third party utilized two distinct methodologies in its analysis performed on Hanmi’s loan portfolio as of Q3 2011

– Static shock which assesses overall volatility of risk by analyzing key loss drivers, such as LTV ratios

– Dynamic shock which assesses current risk by analyzing loss trends by lending class/geography The stress tests are performed over a 2-year(1) time horizon

Two Year Loss Estimates(1)(2)

$105 $95 $85 $75

$99 $86

(13%)

Q2 2011

Q3 2011

Source: Hanmi Experience Model and third party-provided analysis.

(1) 2-year time horizon includes Q3 2011 to Q2 2013 and Q4 2011 to Q3 2013 for loss estimates as of Q2 2011 and as of Q3 2011, respectively.

(2) Loss estimates are based on the following weights assigned to loss estimates under three methodologies: 10% to third party static shock scenario, 40% to Hanmi Experience Model and 50% to third party dynamic shock scenario. Loss estimates net of recoveries.

Pro Forma Capitalization

Recapitalizes Hanmi in excess of “Well-Capitalized” levels

Bank pro forma TE/TA ratio of 12.3% exceeds regulatory requirement by 29%

Positions Hanmi to capitalize on growth opportunities in its target markets

Pro Forma Capitalization

Regulatory Pro Peer Requirement 9/30/2011 Forma (1) Average (2)

Tier 1 Leverage (3) Tier 1 Risk-Based (4) Total Risk-Based (4) TE / TA (Bank) (5)

9.50%

9.80% 12.64% 14.58% 10.63%

12.46% 16.47% 17.76% 12.27%

10.89% 14.64% 17.09% 12.68%

1) Assumes a $70 million capital raise net of transaction expenses of $3.5 million. Assumes $50 million is downstreamed to the bank. (2) Holding company peer capital ratios adjusted for the exclusion of TARP. Company-identified peers include NARA, WIBC, CLFC, SAEB, PFCF, CWBB, UIFC, OPBK, USMT, Woori America Bank and Shinhan Bank America. Represents most recent quarter available. (3) Pro forma tier 1 leverage calculation assumes the addition of 100% of net proceeds to average assets. Assumes $13.6 million of currently disallowed trust preferred securities receive tier 1 treatment. (4) Pro forma tier 1 RBC and total RBC ratios assume 0% risk weighting assigned to net proceeds for risk weighted assets calculation. Assumes $13.6 million of currently disallowed trust preferred securities receive tier 1 treatment. (5) Pro forma bank TE / TA assumes $50 million is downstreamed to the Bank. See Reconciliation of non-GAAP financial measures.

Compelling Pro Forma Valuation

$500 $400 $300 $200 $100 $0

201.5

66.5

P / TBV: 0.83x

268.1

P / TBV: 0.68x

60.0

P / TBV: 0.53x

94.8

P / TBV: 0.66x

(86.0)

P / TBV: 0.53x

86.0

P / TBV: 0.57x

(30.9)

P / TBV:

0.57x

392.0

Tangible Book (9/30/2011) (1)

New Capital (2)

Pro Forma Ending Balance (3)

Deferred Tax Asset (3)(4)

PTPP Earnings

(2 Years) (3)(5)

Estimated Chargeoffs (3)(6)

Losses Covered by Existing Reserve (3)(7)

Additional Provisioning (3)(8)

Pro Forma Tangible Book (3)

Per Share:

$1.33 $1.01 $1.22 $0.27 $0.43 ($0.39) $0.39 $(0.14) $1.78

(1) Calculated as common equity of $203.2 mm less intangibles of $1.7 mm. See Appendix for reconciliation of non-GAAP financial measures. (2) Net proceeds of $66.5 mm is calculated using gross capital raise of $70 mm less assumed capital raise expenses of $3.5 mm. (3) Price to tangible book value assumes offering price of $1.01 per share (the Company’s stock price as of November [7], 2011). (4) Reflects the midpoint of the Company's estimated range of realizable DTA from $50 million to $70 million. Such range was derived from multiple assumptions, including but not limited to the following: (i) share price at closing of offering, (ii) future federal & state NOL & NUBIL, (iii) future DTA valuation allowance at reversal, (iv) timing of reversal, (v) IRS Section 382 limitation, and (vi) U.S. Treasury long-term interest rates. The Company also considered a third party analysis valuing its realizable DTA at $69 million. Actual realization of any DTA amount is not guaranteed, and actual results may differ from the Company's estimate. (5) Based on historical PTPP earnings for the past 8 quarters. PTPP calculated as net income before taxes + provision expense + OREO expense. See Reconciliation of non-GAAP financial measures. (6) Based on third party-provided stress test analysis as well as the Company’s historical loss experience model. Applied weights of 10%, 40% and 50% weights to expected losses from third party static loss scenario, Hanmi Experience model, and third party dynamic loss scenario, respectively. Estimated cumulative loan losses for the next 8 quarters (10/1/2011 – 9/30/2013). (7) The Company has $100.8 million of existing reserves. Assumes estimated charge offs of $86.0 are fully covered by existing reserves. (8) Based on Company’s average historical reserve / loan ratio of 2.25% from FY 2000 to Q3 2011 applied to the Company’s existing loan portfolio balance of $2.0 billion.

Non-GAAP Reconciliation

Hanmi Bank—TE / TA

Pro Forma

Adjustments 9/30/2011

($ in millions) 9/30/3011(1) Pro Forma

Total equity $285.3 $50.0 $335.3

Less: Other intangible assets 0.1—0.1

Tangible equity $285.2 $50.0 $335.2

Total assets $2,681.5 $50.0 $2,731.5

Less: Other intangible assets 0.1—0.1

Tangible assets $2,681.4 $50.0 $2,731.4

Total equity to total assets ratio 10.64% 12.27%

Tangible equity to tangible assets ratio 10.63% 12.27%

Hanmi Financial Corp.—Tangible Equity

($ in millions) 9/30/2011

Total equity $203.2

Less: Goodwill 0.0

Less: Other intangible assets, net 1.7

Tangible equity $201.5

Pre-Tax Pre-Provision Earnings

($ in millions) 12/31/2009 3/31/2010 6/30/2010 9/30/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011 2 Year Total

Income / (loss) before income taxes ($63.4) ($49.9) ($29.3) ($14.1) $5.3 $10.6 $8.6 $4.2 ($128.1)

Add: Provision for loan losses 77.0 58.0 37.5 22.0 5.0 0.0 0.0 8.1 207.6

Add: OREO Expenses 0.9 5.7 1.7 2.6 0.7 0.8 0.8 (0.1) 13.1

Add: Capital raising expenses 0.0 0.0 0.0 0.0 0.0 0.0 2.2 0.0 2.2

Pre-tax, pre-provision earnings $14.4 $13.8 $9.9 $10.4 $11.0 $11.4 $11.6 $12.2 $94.8

Adjusted Efficiency Ratio

12 Months Ended Average 3 Months Ended

($ in millions) 12/31/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004 12/31/2005 12/31/2006 12/31/2007 2000—2007 3/31/2010 6/30/2010 9/30/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011

Noninterest expense $28.5 $31.7 $34.3 $39.7 $64.9 $71.0 $77.3 $189.9 $26.2 $24.8 $24.1 $21.7 $21.1 $22.9 $18.9

Less: OREO expense 0.0 0.0 0.0 (0.1) 0.0 0.0 (0.0) 0.0 5.7 1.7 2.6 0.7 0.8 0.8 (0.1)

Less: Amortization of intangibles & goodwill impairment 0.2 0.2 0.1 0.1 1.9 2.8 2.4 105.2 0.3 0.3 0.3 0.2 0.2 0.2 0.2

Less: Capital raising expenses 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.2 0.0

Adjusted noninterest expense 28.2 31.5 34.2 39.7 63.1 68.3 74.9 84.7 20.2 22.7 21.2 20.8 20.0 19.7 18.8

Net interest income before provisions 41.4 43.7 48.0 56.6 102.9 138.8 153.8 151.8 27.3 26.3 26.3 26.0 26.1 25.5 25.2

Noninterest income 15.0 14.5 17.9 18.9 26.1 31.3 36.9 41.1 7.0 6.7 5.7 6.1 5.5 6.0 6.0

Operating revenue 56.4 58.2 65.9 75.5 129.0 170.2 190.7 192.9 34.3 33.0 31.9 32.0 31.6 31.5 31.1

Adjusted Efficiency Ratio 50.1% 54.1% 51.9% 52.5% 48.9% 40.1% 39.3% 43.9% 47.6% 58.8% 69.0% 66.4% 65.0% 63.3% 62.5% 60.3%

Efficiency Ratio 50.6% 54.5% 52.0% 52.5% 50.3% 41.7% 40.5% 98.5% 55.1% 76.4% 75.1% 75.4% 67.9% 66.6% 72.7% 60.5%

(1) Assumes Hanmi Financial contributes $50 million of the offering proceeds to Hanmi Bank as equity capital.

The non-GAAP measures included herein are supplemental financial information determined by a method other than in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are used by management in the analysis of the Company’s performance. Management believes the presentation of these financial measures provides useful supplemental information that is essential to a proper understanding of the financial results of the Company. This disclosure should not be viewed as a substitution for results determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.