-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7gU0kHVP6H71BRGrEy9xD8NDnAq2/KEPp/Qq86I8MQB7AN9+hU1tNltE+V/dgxI ECsymOio0195IlPpTdqnsg== 0000950129-04-008680.txt : 20041108 0000950129-04-008680.hdr.sgml : 20041108 20041108164154 ACCESSION NUMBER: 0000950129-04-008680 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NARA BANCORP INC CENTRAL INDEX KEY: 0001128361 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 954170121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50245 FILM NUMBER: 041126247 BUSINESS ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 220 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2136391700 MAIL ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 220 CITY: LOS ANGELES STATE: CA ZIP: 90010 10-Q 1 v03041e10vq.htm NARA BANCORP, INC. - SEPTEMBER 30, 2004 e10vq
Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

     
þ
  Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934
 
   
             For the quarterly period ended September 30, 2004 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: 000-50245

     
NARA BANCORP, INC.
(Exact name of registrant as specified in its charter)

     
Delaware   95-4849715
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification Number)

     
3701 Wilshire Boulevard, Suite 220, Los Angeles, California   90010
(Address of Principal executive offices)   (ZIP Code)

 
(213) 639-1700
(Registrant’s telephone number, including area code)

 
(Former name, former address and former fiscal year, if changed since last report)

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

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ     No o

     As of October 29, 2004, there were 23,323,338 outstanding shares of the issuer’s Common Stock, $0.001 par value.

 


Table of Contents

             
        Page
PART I FINANCIAL INFORMATION        
  FINANCIAL STATEMENTS        
  Condensed Consolidated Statements of Financial Condition — September 30, 2004 and December 31, 2003 (unaudited)     3  
  Condensed Consolidated Statements of Income — For The Three and Nine Months Ended September 30, 2004 and 2003 (unaudited)     5  
  Condensed Consolidated Statements of Changes in Stockholders’ Equity — Nine Months Ended September 30, 2004 and 2003 (unaudited)     6  
  Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2004 and 2003 (unaudited)     7  
  Notes to Unaudited Consolidated Financial Statements     9  
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     16  
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     37  
  CONTROLS AND PROCEDURES     40  
PART II OTHER INFORMATION        
  Legal Proceeding     40  
  Unregistered Sale of Equity and Use of Proceeds     40  
  Defaults upon Senior Securities     40  
  Submission of Matters to a vote of Securities Holders     40  
  Other information     40  
  Exhibits     40  
  Signature     41  
  Index to Exhibits     42  
  Certification     43  
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1

2


Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.   Financial Statements

NARA BANCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

                 
ASSETS   Unaudited   Audited
    September 30,
  December 31,
    2004
  2003
Cash and due from banks
  $ 29,792,488     $ 34,238,497  
Federal funds sold
    16,200,000       37,200,000  
Term federal funds sold
    12,000,000       5,000,000  
 
   
 
     
 
 
Total cash and cash equivalents
    57,992,488       76,438,497  
Securities available for sale, at fair value
    123,774,249       126,412,488  
Securities held to maturity, at amortized cost (fair value:
               
September 30, 2004 — $2,107,358; December 31, 2003 — $2,148,907)
    2,001,177       2,001,493  
Interest-only strips, at fair value
    742,824       521,354  
Interest rate swaps, at fair value
    1,069,829       1,822,981  
Loans held for sale, at the lower of cost or market
    14,865,359       3,926,885  
Loans receivable, net of allowance for loan losses
               
(Sept 30, 2004 — $14,760,788; December 31, 2003 — $12,470,735)
    1,147,533,670       984,867,614  
Federal Reserve Bank stock, at cost
    1,503,300       1,263,300  
Federal Home Loan Bank Stock, at cost
    4,757,800       4,695,400  
Premises and equipment
    7,489,300       6,765,666  
Accrued interest receivable
    4,455,499       4,718,360  
Servicing assets
    3,444,746       2,743,115  
Deferred income taxes
    10,667,188       10,892,336  
Customers’ acceptance liabilities
    6,683,540       4,340,037  
Cash surrender value of life insurance
    14,658,363       14,302,761  
Goodwill, net
    1,909,150       1,909,150  
Intangible assets, net
    4,232,054       4,854,867  
Other assets
    11,251,733       7,551,335  
 
   
 
     
 
 
TOTAL
  $ 1,419,032,269     $ 1,260,027,639  
 
   
 
     
 
 
See notes to condensed consolidated financial statements
          (Continued )

3


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LIABILITIES AND STOCKHOLDERS’ EQUITY

                 
LIABILITIES:   Unaudited   Audited
    September 30,
  December 31,
    2004
  2003
Deposits:
               
Noninterest-bearing
  $ 333,849,761     $ 325,646,661  
Interest-bearing:
               
Money market and other
    381,563,398       134,125,212  
Savings deposits
    119,692,623       157,502,612  
Time deposits of $100,000 or more
    336,648,496       348,646,862  
Other time deposits
    81,407,664       95,493,348  
 
   
 
     
 
 
Total deposits
    1,253,161,942       1,061,414,695  
Borrowing from Federal Home Loan Bank
    10,000,000       60,000,000  
Accrued interest payable
    3,543,441       3,291,150  
Acceptances outstanding
    6,683,540       4,340,037  
Junior Subordinated Debenture
    39,268,000       39,268,000  
Other liabilities
    7,468,688       6,716,885  
 
   
 
     
 
 
Total liabilities
    1,320,125,611       1,175,030,767  
Stockholders’ equity:
               
Common stock, $0.001 par value; authorized, 40,000,000 shares and 20,000,000 shares at September 30, 2004 and December 31, 2003, respectively; issued and outstanding, 23,319,338 and 23,120,178 shares at September 30, 2004 and December 31, 2003, respectively
    23,319       23,120  
Capital surplus
    44,781,658       43,046,200  
Deferred Compensation
    (4,472 )     (10,222 )
Retained earnings
    53,804,603       41,992,345  
Accumulated other comprehensive income (loss):
               
Unrealized gain (loss) on securities available for sale and interest-only strips, net of taxes of $(95,638) and $(556,734) at September 30, 2004 and December 31, 2003, respectively
    (143,459 )     (835,102 )
Unrealized gain on interest rate swaps, net of tax of $296,672 and $520,353 at September 30, 2004 and December 31, 2003, respectively
    445,009       780,531  
 
   
 
     
 
 
Total stockholders’ equity
    98,906,658       84,996,872  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 1,419,032,269       1,260,027,639  
 
   
 
     
 
 

See accompanying notes to condensed consolidated financial statements

4


Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended September 30, 2004 and 2003
(Unaudited)

                                 
    Three Months Ended September 30,
  Nine Months Ended September 30,
    2004
  2003
  2004
  2003
INTEREST INCOME:
                               
Interest and fees on loans
  $ 17,662,880     $ 13,073,545     $ 48,473,027     $ 37,035,395  
Interest on securities
    1,269,209       1,443,256       3,852,019       4,353,614  
Interest on interest rate swaps
    723,562       893,278       2,533,451       2,542,750  
Interest on federal funds sold and other investments
    246,861       165,433       515,511       691,525  
 
   
 
     
 
     
 
     
 
 
Total interest income
    19,902,512       15,575,512       55,374,008       44,623,284  
 
   
 
     
 
     
 
     
 
 
INTEREST EXPENSE:
                               
Interest expense on deposits
    4,283,463       3,097,597       10,740,923       9,707,533  
Interest expense on junior subordinated debentures
    592,012       404,149       1,715,983       1,126,751  
Interest expense on borrowings
    108,932       424,919       637,925       1,244,221  
 
   
 
     
 
     
 
     
 
 
Total interest expense
    4,984,407       3,926,665       13,094,831       12,078,505  
 
   
 
     
 
     
 
     
 
 
Net interest income before provision for loan losses
    14,918,105       11,648,847       42,279,177       32,544,779  
Provision for loan losses
    900,000       1,350,000       3,700,000       3,750,000  
 
   
 
     
 
     
 
     
 
 
Net interest income after provision for loan losses
    14,018,105       10,298,847       38,579,177       28,794,779  
 
   
 
     
 
     
 
     
 
 
NON-INTEREST INCOME:
                               
Service charges on deposit accounts
    1,839,317       1,978,846       5,901,576       5,580,023  
Other charges and fees
    2,254,004       1,828,737       6,209,387       5,216,500  
Gain on sale of securities available-for sale
    25,384       219,244       433,607       405,526  
(Loss) gain on sale of fixed assets
    (5,025 )     9,209       (2,582 )     (6,294 )
Gains on sale of other real estate owned
                      77,521  
Gain (loss) on interest rate swaps
    112,072       9,408       (193,949 )     437,332  
Gain on sale of SBA loans
    2,107,963       1,133,656       4,786,790       3,170,839  
Gain on sale of other loans
    195,658             195,658        
Loan referral income
    268,579             746,617        
Other than temporary impairment on investment securities
    (442,352 )           (2,198,936 )      
 
   
 
     
 
     
 
     
 
 
Total non-interest income
    6,355,600       5,179,100       15,878,168       14,881,447  
 
   
 
     
 
     
 
     
 
 
NON-INTEREST EXPENSE:
                               
Salaries, wages and employee benefits
    6,143,552       4,906,119       16,545,738       14,715,051  
Net occupancy expense
    1,440,024       1,296,706       4,026,330       3,406,788  
Furniture and equipment expense
    513,889       402,895       1,416,897       1,141,868  
Advertising and marketing expense
    497,240       274,023       1,294,555       932,815  
Communications
    152,152       181,296       476,244       479,749  
Data and item processing expense
    603,475       516,095       1,807,074       1,522,254  
Professional fees
    769,894       491,778       1,488,581       972,904  
Office supplies and forms
    113,083       119,966       331,930       297,996  
Other
    1,810,346       1,226,395       4,469,347       3,318,160  
 
   
 
     
 
     
 
     
 
 
Total non-interest expense
    12,043,655       9,415,273       31,856,696       26,787,585  
 
   
 
     
 
     
 
     
 
 
Income before income tax provision
    8,330,050       6,062,674       22,600,649       16,888,641  
Income tax provision
    3,346,911       2,358,340       8,929,233       6,531,864  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 4,983,139     $ 3,704,334     $ 13,671,416     $ 10,356,777  
 
   
 
     
 
     
 
     
 
 
Comprehensive income
  $ 7,839,936     $ 532,810     $ 14,027,538     $ 8,742,779  
 
   
 
     
 
     
 
     
 
 
Earnings Per Share:
                               
Basic
  $ 0.21     $ 0.17     $ 0.59     $ 0.48  
Diluted
    0.20       0.16       0.56       0.45  

See accompanying notes to condensed consolidated financial statements

5


Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2004 and 2003
(Unaudited)

                                                         
                                        Accumulated    
    Number of                                   Other    
    Shares   Common   Capital   Deferred   Retained   Comprehensive   Comprehensive
    Outstanding
  Stock
  Surplus
  Compensation
  Earnings
  Income (Loss)
  Income
BALANCE, JANUARY 1, 2004
    23,120,178     $ 23,120     $ 43,046,200     $ (10,222 )   $ 41,992,345     $ (54,571 )        
Stock options exercised
    199,160       199       1,007,762                                  
Tax benefit from stock options exercised
                    727,696                                  
Amortization of restricted stock
                            5,750                          
Cash dividend declared
                                    (1,859,158 )                
Comprehensive income (loss):
                                                       
Net income
                                    13,671,416             $ 13,671,416  
Other comprehensive income:
                                                       
Change in unrealized loss on securities available for sale and interest-only-strips, net of tax
                                            691,643       691,643  
Change in unrealized loss on interest swaps — net of tax
                                            (335,521 )     (335,521 )
 
                                                   
 
 
Comprehensive income
                                                  $ 14,027,538  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE, SEPTEMBER 30, 2004
    23,319,338     $ 23,319     $ 44,781,658     $ (4,472 )   $ 53,804,603     $ 301,551          
 
   
 
     
 
     
 
     
 
     
 
     
 
         
BALANCE, JANUARY 1, 2003
    21,381,260     $ 21,380     $ 32,919,617             $ 29,903,338     $ 2,524,732          
Warrants exercised
    105,100       96       341,929                                  
Stock options exercised
    447,376       447       893,419                                  
Issuance of restricted stock
    4,000       4       22,996       (23,000 )                        
Deferred compensation
                            10,861                          
Stock issuance for acquisition
    852,378       852       7,999,149                                  
Tax benefit from stock options exercised
                    151,776                                  
Cash dividend declared
                                    (1,646,460 )                
Comprehensive income (loss):
                                                       
Net income
                                    10,356,777             $ 10,356,777  
Other comprehensive income:
                                                       
Change in unrealized gain on securities available for sale and interest-only- strips, net of tax
                                            (1,437,820 )     (1,437,820 )
Change in unrealized gain on interest swaps — net of tax
                                            (176,178 )     (176,178 )
 
                                                   
 
 
Comprehensive income
                                                  $ 8,742,779  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE, SEPTEMBER 30, 2003
    22,790,114     $ 22,780     $ 42,328,885     $ (12,139 )   $ 38,613,655     $ 910,734          
 
   
 
     
 
     
 
     
 
     
 
     
 
         

6


Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Unaudited)

                 
    2004
  2003
CASH FLOW FROM OPERATING ACTIVITIES
               
Net income
  $ 13,671,416     $ 10,356,777  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation, amortization, and accretion
    2,415,130       (635,390 )
Other than temporary impairment on investment securities
    2,198,936        
Provision for loan losses
    3,700,000       3,750,000  
Proceeds from sales of loans
    68,312,106       42,344,689  
Originations of SBA loans held for sale
    (74,268,132 )     (56,541,500 )
Net gain on sales of loans
    (4,982,448 )     (3,170,839 )
Net gain on sales of other real estate owned
          (77,521 )
Gain on sales of securities available for sale
    (433,607 )     (405,526 )
Net increase in cash surrender value
    (355,602 )     (418,985 )
Loss on sale of premises and equipment
    2,582       6,294  
Loss (gain) on interest rate swaps
    193,949       (437,332 )
Decrease (increase) in accrued interest receivable
    262,861       (198,520 )
Deferred income taxes
    (12,267 )     (1,388,487 )
Increase in FHLB stock dividends
    (142,900 )      
Increase in other assets
    (4,062,900 )     (6,080,797 )
Increase in accrued interest payable
    252,291       758,853  
Increase in interest-only strip
    (252,316 )     (109,282 )
Increase in other liabilites
    110,470       409,641  
 
   
 
     
 
 
Net cash provided by operating activities
    6,609,569       (11,837,925 )
 
   
 
     
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Net increase in loans receivable
    (166,366,056 )     (168,742,423 )
Purchase of premises and equipment
    (1,810,460 )     (1,515,608 )
Purchase of investment securities available for sale
    (41,533,822 )     (81,257,739 )
Proceeds from disposition of equipment
    14,527       247,175  
Proceeds from sale of investment securities available for sale
    14,340,065       10,982,706  
Proceeds from matured or called investment securities held to maturity
          793,535  
Proceeds from matured or called investment securities available for sale
    28,922,286       36,546,697  
Proceeds from sales of other real estate owned
          166,805  
Purchase of Federal Reserve Stock
    (240,000 )     (299,835 )
Purchase of Federal Home Loan Bank Stock
    (1,011,000 )        
Redemption of Federal Home Loan Bank Stock
    1,091,500       (2,013,800 )
 
   
 
     
 
 
Net cash used in investing activities
    (166,592,960 )     (205,092,487 )
 
   
 
     
 
 

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Table of Contents

                 
    2004
  2003
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in deposits
    191,747,247       132,455,435  
Payment of cash dividend
    (1,217,825 )     (1,646,460 )
Proceeds from issuance of Trust Preferred Securities, net
            4,875,000  
Stock issuance for acquisition
            8,000,001  
(Repayment of) proceeds from Federal Home Loan Bank borrowing
    (50,000,000 )     5,000,000  
Proceeds from warrants exercised
          342,025  
Proceeds from stock options exercised
    1,007,960       893,866  
 
   
 
     
 
 
Net cash provided by financing activities
    141,537,382       149,919,867  
 
   
 
     
 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (18,446,009 )     (67,010,545 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    76,438,497       104,742,728  
 
   
 
     
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 57,992,488     $ 37,732,183  
 
   
 
     
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Interest paid
  $ 12,842,540     $ 11,319,652  
Income taxes paid
  $ 10,442,500     $ 8,328,865  
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTMENT ACTIVITIES
               
Transfer of loans to other real estate owned
  $     $ 15,601  

See accompanying notes to consolidated financial statements

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Notes to unaudited Consolidated Financial Statements

1.   Nara Bancorp, Inc.

     Nara Bancorp, Inc. (“Nara Bancorp”, on a parent-only basis, and “we” or “our” on a consolidated basis), incorporated under the laws of the State of Delaware in 2000, is a bank holding company, headquartered in Los Angeles, California, offering a full range of commercial banking and consumer financial services through its wholly owned subsidiary, Nara Bank, N.A., a national bank (“Nara Bank”) with branches in California and New York as well as Loan Production Offices in California, Washington, Colorado, Georgia, Illinois, New Jersey, and Virginia.

2.   Basis of Presentation

     Our condensed consolidated financial statements included herein have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations.

     The condensed consolidated financial statements include the accounts of Nara Bancorp and its wholly owned subsidiaries, principally Nara Bank, N. A. (the “Bank”). All intercompany transactions and balances have been eliminated in consolidation.

     Nara Bancorp also has five special-purpose subsidiaries that were formed for capital-raising transactions: Nara Capital Trust I, Nara Statutory Trust II, Nara Capital Trust III, Nara Statutory Trust IV, and Nara Statutory Trust V. With the adoption of FASB Interpretation No. 46 (“FIN 46), Nara Bancorp deconsolidated the five grantor trusts as of December 31, 2003. As a result, the junior subordinated debentures issued by Bancorp to the grantor trusts, totaling $39.3 million, are reflected in our consolidated balance sheet in the liabilities section at September 30, 2004 and December 31, 2003, under the caption as “junior subordinated debentures.” We also recorded $2.1 million in other assets in the consolidated statement of financial condition at September 30, 2004 and December 31, 2003 for the common capital securities issued by the issuer trusts.

     We also believe that we have made all adjustments necessary to fairly present our financial position and the results of our operations for the interim period ended September 30, 2004. Certain reclassifications have been made to prior period figures in order to conform to the September 30, 2004 presentation. The results of operations for the interim period are not necessarily indicative of results for the full year.

     These condensed consolidated financial statements should be read along with the audited consolidated financial statements and accompanying notes included in our 2003 Annual Report on Form 10-K/A.

3.   Stock-Based Compensation

     Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to record compensation cost for stock-based employees compensation plans at fair value. We have elected to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of our stock at the date of grant over the grant price.

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     We have adopted the disclosure only provisions of SFAS No. 123. Had compensation cost for our stock-based compensation plans been determined based on the fair value at the grant date for awards consistent with the provisions of SFAS No. 123, our net income and earnings per share would have been reduced to the pro forma amounts as follows:

                                 
    For the three months ended   For the nine months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net income—as reported
  $ 4,983,139     $ 3,704,334     $ 13,671,416     $ 10,356,777  
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards—net of related tax effects
    164,751       186,693       491,963       291,182  
 
   
 
     
 
     
 
     
 
 
Pro forma net income
  $ 4,818,388     $ 3,517,641     $ 13,179,453     $ 10,065,595  
 
   
 
     
 
     
 
     
 
 
EPS:
                               
Basic—as reported
  $ 0.21     $ 0.17     $ 0.59     $ 0.48  
Basic—pro forma
    0.21       0.16       0.57       0.46  
Diluted—as reported
  $ 0.20     $ 0.16     $ 0.56     $ 0.45  
Diluted—pro forma
    0.20       0.15       0.54       0.44  

     The weighted-average fair values of options granted during the third quarter of 2004 were $6.76 and $4.63, respectively. The fair values of options granted under our stock option plans during the third quarter of 2004 and 2003 were estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted-average assumptions used: 0.57% dividends yield, volatility of 38.49% with risk-free interest rate of 4.0 % and expected lives of five years for 2004 and 0.5% dividend yield, volatility of 28.16%, risk-free interest rate of 2.8% and expected life of three years for 2003.

4.   Dividends

     On September 3, 2004, we declared a $0.0275 per share cash dividend paid on October 14, 2004 to stockholders of record at the close of business on September 30, 2004. On May 17, 2004, we declared a $0.0275 per share cash dividend paid on July 14, 2004 to stockholders of record at the close of business on June 30, 2004. On March 11, 2004, we declared a $0.025 per share cash dividend paid on April 12, 2004 to stockholders of record at the close of business on March 31, 2004.

5.   Stock Splits

     On May 17, 2004, Nara Bancorp announced that its Board of Directors approved a two-for-one stock split of its common stock, effected in the form of a 100% stock dividend, which was distributed on June 15, 2004 to stockholders of record on close of business on May 31, 2004. The effect of this dividend is that stockholders received one additional share of Nara Bancorp common stock for each share owned. All share and per share information have been restated to reflect the stock split.

6.   Earnings Per Share (“EPS”)

     Basic EPS excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted to common stock that would then share in our earnings.

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     The following table shows how we computed basic and diluted EPS for the periods ended September 30, 2004 and 2003.

                                                 
    For the three months ended September 30,
    2004
  2003
    Income   Shares   Per Share   Income   Shares   Per Share
    (Numerator)
  (Denominator)
  (Amount)
  (Numerator)
  (Denominator)
  (Amount)
Basic EPS
  $ 4,983,139       23,248,985     $ 0.21     $ 3,704,334       22,181,098     $ 0.17  
Effect of Dilutive Securities:
                                               
Stock Options
            1,407,969                       1,077,756          
Warrants
                              83,682          
 
   
 
     
 
             
 
     
 
         
Diluted EPS
  $ 4,983,139       24,656,954     $ 0.20     $ 3,704,334       23,342,536     $ 0.16  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
                                                 
    For the nine months ended September 30,
    2004
  2003
    Income   Shares   Per Share   Income   Shares   Per Share
    (Numerator)
  (Denominator)
  (Amount)
  (Numerator)
  (Denominator)
  (Amount)
Basic EPS
  $ 13,671,416       23,195,784     $ 0.59     $ 10,356,777       21,708,274     $ 0.48  
Effect of Dilutive Securities:
                                               
Stock Options
            1,336,292                       1,054,450          
Warrants
                              102,434          
 
   
 
     
 
             
 
     
 
         
Diluted EPS
  $ 13,671,416       24,532,076     $ 0.56     $ 10,356,777       22,865,158     $ 0.45  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

7.   SBA Loans

     Certain Small Business Administration (“SBA”) loans that we have the intent to sell prior to maturity have been designated as held for sale at origination and are recorded at the lower of cost or market value on an aggregate basis. A valuation allowance is established if the aggregate market value of such loans is lower than their cost and operations are charged or credited for valuation adjustments. A portion of the premium on sale of SBA loans is recognized as gain on sale of loans at the time of the sale. The remaining portion of the premium (relating to the portion of the loan retained) is deferred and amortized over the remaining life of the loan as an adjustment to yield. Servicing assets are recognized when loans are sold with servicing retained. Servicing assets are recorded based on the present value of the contractually specified servicing fee, net of servicing costs, over the estimated life of the loan, using a discount rate based on the related note rate, plus 1 to 2%. Servicing assets are amortized in proportion to and over the period of estimated future net servicing income.

     We periodically evaluate servicing assets for impairment. At September 30, 2004, the fair value of servicing assets was determined using a weighted-average discount rate of 7.1% and a prepayment speed of 11.2%. At December 31, 2003, the fair value of servicing assets was determined using a weighted-average discount rate of 6.9% and a prepayment speed of 11.4%. For purposes of measuring impairment, servicing assets are stratified by loan type. An impairment is recognized if the carrying value of servicing assets exceeds the fair value of the stratum. The fair values of servicing assets exceeded the carrying amounts and were $4,290,000 and $3,376,000 at September 30, 2004 and December 31, 2003, respectively.

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     An interest-only strip is recorded based on the present value of the excess of the total future income from serviced loans over the contractually specified servicing fee, calculated using the same assumptions as used to value the related servicing assets. Such interest-only strip is accounted for at estimated fair value, with unrealized gain or loss, net of tax, recorded as a component of accumulated other comprehensive income (loss).

8.   Recent Accounting Pronouncements

     EITF Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, contains accounting guidance regarding other-than-temporary impairment on securities that was to take effect for the quarter ended September 30, 2004. However, the effective date of portions of this guidance has been delayed, and more interpretive guidance is to be issued in the near future. The effect of this new and pending guidance on the Company’s financial statements is not known, but it is possible this guidance could change management’s assessment of other-than-temporary impairment in future periods.

9.   Derivative Financial Instruments and Hedging Activities

     As part of our asset and liability management strategy, we may engage in derivative financial instruments, such as interest rate swaps, with the overall goal of minimizing the impact of interest rate fluctuations on our net interest margin. During the second and fourth quarters of 2002, we entered into various interest rate swap agreements as summarized in the table below. Our objective for the interest rate swaps is to manage asset and liability positions in connection with our overall strategy of minimizing the impact of interest rate fluctuations on our interest rate margin. As part of our overall risk management, our Asset Liability Committee monitors and measures the interest rate risk and the sensitivity of our assets and liabilities to interest rate changes, including the impact of the interest rate swaps.

     Under the swap agreements, we receive a fixed rate and pay a variable rate based on H.15 Prime. The swaps qualify as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, and are designated as hedges of the variability of cash flows we receive from certain of our Prime-indexed loans. In accordance with SFAS No. 133, these interest rate swap agreements are measured at fair value and reported as assets or liabilities on the consolidated statement of financial condition. The portion of the change in the fair value of the interest rate swaps that is deemed effective in hedging the cash flows of the designated assets are recorded in accumulated other comprehensive income (“OCI”), net of tax and reclassified into interest income when such cash flows occur in the future. Any ineffectiveness resulting from the hedges is recorded as a gain or loss in the consolidated statement of income as a part of non-interest income. As of September 30, 2004, the amounts in accumulated OCI associated with these cash flows totaled a gain of $445,009 (net of tax of $296,672), of which $130,589 is expected to be reclassified into interest income within the next 12 months. As of September 30, 2004, the maximum length of time over which we are hedging our exposure to the variability of future cash flow is approximately 8 years.

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Interest rate swap information at September 30, 2004 is summarized as follows:

                                 
Current Notional                   Unrealized Gain   Realized Gain
Amount
  Floating Rate
  Fixed Rate
  Maturity Date
  (loss)
  (loss) 1
$ 20,000,000
  H.15 Prime 2   6.95%     4/29/2005       178,004       (37,091 )
20,000,000
  H.15 Prime 2   7.59%     4/30/2007       683,576       (24,872 )
20,000,000
  H.15 Prime 2   6.09%     10/09/2007       (13,843 )     (103,850 )
20,000,000
  H.15 Prime 2   6.58%     10/09/2009       (21,250 )      
20,000,000
  H.15 Prime 2   7.03%     10/09/2012       (85,161 )      
20,000,000
  H.15 Prime 2   5.60%     12/17/2005             (43,383 )
10,000,000
  H.15 Prime 2   6.32%     12/17/2007             (18,948 )
10,000,000
  H.15 Prime 2   6.83%     12/17/2009       355       34,195  

 
                   
 
     
 
 
$140,000,000
                  $ 741,681     $ (193,949 )

 
                   
 
     
 
 


1.   Loss included in the consolidated statement of income for the nine months ended September 30, 2004, representing hedge ineffectiveness. Hedge ineffectiveness was $112,072, $9,408 and $437,332 for the three months ended September 30, 2004 and 2003 and nine months ended September 30, 2003.
 
2.   Prime rate is based on Federal Reserve statistical release H.15

     During the third quarter of 2004 and 2003, interest income received from swap counterparties were $723,562 and $893,278, respectively. For the nine months ended September 30, 2004 and 2003, interest income received from swap counterparties was approximately at $2.5 million. At September 30, 2004 and 2003, we pledged as collateral to the interest rate swap counterparties agency securities with a book value of $2.0 million and real estate loans of $2.1 million.

10.   Business Segments

     Our management utilizes an internal reporting system to measure the performance of our various operating segments. We have identified three principal operating segments for the purposes of management reporting: banking operation, trade finance (“TFS”), and small business administration (“SBA”). Information related to our remaining centralized functions and eliminations of intersegment amounts have been aggregated and included in banking operation. Although all three operating segments offer financial products and services, they are managed separately based on each segment’s strategic focus. The banking operation segment focuses primarily on commercial and consumer lending and deposit operations throughout our branch network. The TFS segment focuses primarily on allowing our import/export customers to handle their international transactions. Trade finance products include the issuance and collection of letters of credit, international collection, and import/export financing. The SBA segment provides our customers with the U.S. SBA guaranteed lending program.

     Operating segment results are based on our internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs and the provision for loan losses. Non-interest income and non-interest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business. We allocate indirect costs, including overhead expense, to the various segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume and deposit volume. We allocate the provision for loan losses based on the origination of new loans for the period. We evaluate the overall performance based on profit or loss from operations before income taxes excluding nonrecurring gains and losses. Future changes in our management structure or reporting methodologies may result in changes to the measurement of operating segment results.

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     The following tables present the operating results and other key financial measures for the individual operating segments for the three and nine months ended September 30, 2004 and 2003.

                                 
For the Nine Months Ended September 30,
(Dollars in thousands)
  Business Segment
    Banking            
    Operations
  TFS
  SBA
  Company
2004
                               
Net interest income, before provision for loan loss
  $ 32,891     $ 3,293     $ 6,095     $ 42,279  
Less provision for loan losses
    2,920       40       740       3,700  
Non-interest income
    11,860       2,232       3,985       18,077  
 
   
 
     
 
     
 
     
 
 
Net revenue
    41,831       5,485       9,340       56,656  
Non-interest expense
    28,217       2,329       3,510       34,056  
 
   
 
     
 
     
 
     
 
 
Income before taxes
  $ 13,614     $ 3,156     $ 5,830     $ 22,600  
 
   
 
     
 
     
 
     
 
 
Goodwill
  $ 1,909     $     $     $ 1,909  
 
   
 
     
 
     
 
     
 
 
Total assets
  $ 1,088,062     $ 115,139     $ 215,831     $ 1,419,032  
 
   
 
     
 
     
 
     
 
 
2003
                               
Net interest income, before provision for loan loss
  $ 25,262     $ 3,215     $ 4,068     $ 32,545  
Less provision for loan losses
    2,845       535       370       3,750  
Non-interest income
    8,843       2,070       3,968       14,881  
 
   
 
     
 
     
 
     
 
 
Net revenue
    31,260       4,750       7,666       43,676  
Non-interest expense
    21,032       3,115       2,641       26,788  
 
   
 
     
 
     
 
     
 
 
Income before taxes
  $ 10,228     $ 1,635     $ 5,025     $ 16,888  
 
   
 
     
 
     
 
     
 
 
Goodwill
  $ 1,909     $     $     $ 1,909  
 
   
 
     
 
     
 
     
 
 
Total assets
  $ 875,162     $ 88,784     $ 176,718     $ 1,140,664  
 
   
 
     
 
     
 
     
 
 

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For the Three Months Ended September 30,
(Dollars in thousands)
   
    Business Segment
    Banking            
    Operations
  TFS
  SBA
  Company
2004
                               
Net interest income, before provision for loan loss
  $ 11,462     $ 1,227     $ 2,229     $ 14,918  
Less provision for loan losses
    670       40       190       900  
Non-interest income
    2,831       794       3,173       6,798  
 
   
 
     
 
     
 
     
 
 
Net revenue
    13,623       1,981       5,212       20,816  
Non-interest expense
    10,129       804       1,554       12,487  
 
   
 
     
 
     
 
     
 
 
Income before taxes
  $ 3,494     $ 1,177     $ 3,658     $ 8,329  
 
   
 
     
 
     
 
     
 
 
Goodwill
  $ 1,909     $     $     $ 1,909  
 
   
 
     
 
     
 
     
 
 
Total assets
  $ 1,088,062     $ 115,139     $ 215,831     $ 1,419,032  
 
   
 
     
 
     
 
     
 
 
2003
                               
Net interest income, before provision for loan loss
  $ 9,063     $ 1,042     $ 1,544     $ 11,649  
Less provision for loan losses
    960       250       140       1,350  
Non-interest income
    3,118       670       1,391       5,179  
 
   
 
     
 
     
 
     
 
 
Net revenue
    11,221       1,462       2,795       15,478  
Non-interest expense
    7,489       1,058       869       9,416  
 
   
 
     
 
     
 
     
 
 
Income before taxes
  $ 3,732     $ 404     $ 1,926     $ 6,062  
 
   
 
     
 
     
 
     
 
 
Goodwill
  $ 1,909     $     $     $ 1,909  
 
   
 
     
 
     
 
     
 
 
Total assets
  $ 875,162     $ 88,784     $ 176,718     $ 1,140,664  
 
   
 
     
 
     
 
     
 
 

11.   Other Than Temporary Impairment

     For the three months ended September 30, 2004, we recorded an additional impairment charge of $442,000 on floating rate agency preferred stocks as a result of decline in market value due to the interest rate environment. For the nine months ended September 30, 2004, we recorded total impairment charges of $2.2 million on these securities. Management determined that the unrealized losses on these securities should be considered other than temporary and therefore recorded as impairment charges as these investments have had significant unrealized loss positions for more than one year and it is difficult to forecast significant market value recovery in a reasonable time frame.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following is management’s discussion and analysis of the major factors that influenced our consolidated results of operations and financial condition for the three and nine months periods ended September 30, 2004 and September 30, 2003. This analysis should be read in conjunction with our Annual Report on Form 10-K/A for the year ended December 31, 2003 and with the unaudited consolidated financial statements and notes set forth in this report.

GENERAL

Selected Financial Data

     The following table sets forth certain selected financial data concerning the periods indicated:

                                 
    At or For The Three Months Ended   At or For The Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
    (Dollars in thousands, except per share data)
Income Statement data:
                               
Interest income
  $ 19,903     $ 15,576     $ 55,374     $ 44,623  
Interest expense
    4,984       3,927       13,095       12,078  
 
   
 
     
 
     
 
     
 
 
Net interest income
    14,919       11,649       42,279       32,545  
Provision for loan losses
    900       1,350       3,700       3,750  
Net interest income after provision for loan losses
    14,019       10,299       38,579       28,795  
Non-interest income
    6,356       5,179       15,878       14,881  
Non-interest expense
    12,044       9,415       31,857       26,787  
 
   
 
     
 
     
 
     
 
 
Income before income tax
    8,331       6,063       22,600       16,889  
Income tax provision
    3,347       2,358       8,929       6,532  
 
   
 
     
 
     
 
     
 
 
Net Income
  $ 4,984     $ 3,705     $ 13,671     $ 10,357  
 
   
 
     
 
     
 
     
 
 
Per Share Data:
                               
Net income(loss) — basic
  $ 0.21     $ 0.17     $ 0.59     $ 0.48  
Net income (loss) — diluted
    0.20       0.16       0.56       0.45  
Book value (period end)
  $ 4.24     $ 3.59     $ 4.24     $ 3.59  
Common shares outstanding
    23,319,338       22,790,114       23,319,338       22,790,114  
Weighted average shares — basic
    23,248,985       22,181,098       23,195,784       21,708,274  
Weighted average shares — diluted
    24,656,954       23,342,936       24,532,076       22,865,158  
Balance Sheet Data — At Period End:
                               
Assets
  $ 1,419,032     $ 1,140,664     $ 1,419,032     $ 1,140,664  
Investment Securities
    125,775       134,968       125,775       134,968  
Net Loans, including loans held for sale
    1,162,399       903,752       1,162,399       903,752  
Deposits
    1,253,162       949,374       1,253,162       949,374  
Stockholders’ equity
    98,907       81,864       98,907       81,864  

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    For The Three Months Ended   For The Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
    (Dollars in thousands, except per share data)
Average Balance Sheet Data:
                               
Assets
  $ 1,409,283     $ 1,109,926     $ 1,343,120     $ 1,044,702  
Securities
    125,190       145,633       127,460       136,332  
Net Loans, including loans held for sale
    1,127,672       848,248       1,073,624       782,429  
Deposits
    1,247,451       902,610       1,154,420       857,699  
Stockholder’s equity
    93,413       77,580       91,906       72,186  
Selected Performance Ratios:
                               
Return on average assets (1)
    1.41 %     1.34 %     1.36 %     1.32 %
Return on average shareholders’ equity (1)
    21.34 %     19.10 %     19.83 %     19.13 %
Operating expense to average assets (1)
    3.56 %     3.39 %     3.41 %     3.42 %
Efficiency ratio (2)
    56.61 %     55.95 %*     54.78 %     56.48 %
Net interest margin (3)
    4.57 %     4.54 %     4.55 %     4.47 %
Capital Ratios (4)
                               
Leverage capital ratio (5)
    8.76 %     9.05 %     8.76 %     9.05 %
Tier 1 risk-based capital ratio
    9.86 %     10.30 %     9.86 %     10.30 %
Total risk-based capital ratio
    11.73 %     11.51 %     11.73 %     11.51 %
Asset Quality Ratios:
                               
Allowance for loan losses to total gross loans
    1.27 %     1.30 %     1.27 %     1.30 %
Allowance for loan losses to non-accrual loans
    577.05 %     296.53 %     577.05 %     296.53 %
Total non-performing assets to total assets (6)
    0.23 %     0.39 %     0.23 %     0.39 %


*   Includes the loans held for sale
 
(1)   Calculations are based on annualized net income.
 
(2)   Efficiency ratio is defined as operating expense divided by the sum of net interest income and other non-interest income.
 
(3)   Net interest margin is calculated by dividing annuzlied net interest income by net average earning assets.
 
(4)   The required ratios for the “well-capitalized” institution are 5% leverage capital, 6% tier 1 risk-based capital and 10% total risk-based capital.
 
(5)   Calculations are based on average quarterly asset balances.
 
(6)   Non-performing assets include non-accrual loans, other real estate owned, and restructured loans.

Forward-Looking Information

     Certain matters discussed in this report may constitute forward-looking statements under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. There can be no assurance that the results described or implied in such forward-looking statements will, in fact, be achieved and actual results, performance, and achievements could differ materially because our business involves inherent risks and uncertainties. Risks and uncertainties include possible future deteriorating economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; risks of available for sale securities declining significantly in value as interest rates rise; and regulatory risks associated with the variety of current and future regulations which we are subject to. For additional information concerning these factors, see “Item 1. Business — Factors That May Affect Business or the Value of Our Stock” contained in our Annual Report on Form 10-K/A for the year ended December 31, 2003.

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Critical Accounting Policies

     The preparation of the condensed consolidated 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 September 30, 2004.

     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 six accounting policies that, due to judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our consolidated financial statements. These policies relate to the classification and valuation of investment securities, the methodologies that determine our allowance for loan losses, the treatment of non-accrual loans, the valuation of properties acquired through foreclosure, the valuation of retained interests and mortgage servicing assets related to the sales of Small Business Administration loans, and the valuation of derivative instruments. 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 principles are described in greater detail in our 2003 Annual Report on Form 10-K/A 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. There has been no material modification to these policies during the quarter ended September 30, 2004

RESULTS OF OPERATIONS

Net income

     Our net income for the three months ended September 30, 2004 was $5.0 million or $0.20 per diluted share compared to $3.7 million or $0.16 per diluted share for the same quarter of 2003, which represented an increase of $1.3 million or 35%. The increase resulted primarily from an increase in net interest income due to growth in our loan portfolio. The annualized return on average assets was 1.42% for the third quarter of 2004 compared to 1.34% for the same period of 2003. The annualized return on average equity was 21.34 % for the third quarter of 2004 compared to 19.10% for the same period of 2003. The resulting efficiency ratio was 56.61% for the three months ended September 30, 2004 compared with 55.95% for the same period of 2003.

     Our net income for the nine months ended September 30, 2004 was $13.7 million or $0.56 per diluted share compared to $10.4 million or $0.45 per diluted share for the same period of 2003, an increase of approximately $3.3 million or 32%. The increase resulted primarily from a growth in our loan portfolio, which in turn resulted in higher interest income, and from the sale of loans we originated offset by non-interest expense.

     The annualized return on average assets was 1.37 % for the nine months ended September 30, 2004 compared to 1.32% for the same period of 2003. The annualized return on average equity was 19.83% for the nine months ended September 30, 2004 compared to 19.13% for the same period of 2003. The efficiency ratios were 54.78% for the nine months ended September 30, 2004 compared with 56.48% for the corresponding period of 2003. Excluding the one-time impairment charge on investment securities of $2.2 million, the efficiency ratio for the nine months ended September 30, 2004 was 52.78%.

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Net Interest Income and Net Interest Margin

     Net Interest Income

     The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans, interest rate swaps and investments and the interest paid on deposits and borrowed funds. When net interest income is expressed as a percentage of average interest-earning assets, the result is the net interest margin. Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing deposits and borrowed funds. Net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities as well as by changes in yield earned on interest-earning assets and rates paid on interest-bearing liabilities.

     Net interest income before provision for loan losses was $14.9 million for the three months ended September 30, 2004, an increase of $3.3 million, or 28% from net interest income of $11.6 million for the same quarter of 2003. This increase was primarily due to an increase in average earning assets, which increased $278.5 million or 27% to $1,304.6 million for the third quarter of 2004 from $1,026.1 million for the same quarter of 2003.

     Interest income for the third quarter of 2004 was $19.9 million, which represented an increase of $4.3 million or 28% over interest income of $15.6 million for the same quarter of 2003. The increase was the net result of a $4.4 million increase in interest income due to an increase in volume of average interest-earning assets (volume change) off-set by a $91,000 decrease in interest income due to a decline in the yield earned on those average interest-earning assets (rate change). Interest expense for the third quarter of 2004 was $5.0 million, an increase of $1.1 million or 27% over interest expense of $3.9 million for the same quarter of 2003. The increase was primarily the result of a $1.0 million increase in interest expense due to an increase in volume of average interest-bearing liabilities (volume change) offset by a $ 35,000 increase in interest expense due to a decline in the rates paid on interest-bearing liabilities (rate change).

     Net interest income before provision for loan losses was $42.3 million for the nine months ended September 30, 2004, which represented an increase of $9.7 million or 30% from net interest income of $32.5 million for the same period of 2003. The increase was the primarily due to an increase in average earning assets. Average earning assets increased $266.8 million or 27% to $1,238.0 million for the nine months ended September 30, 2004, from $971.2 million for the same period of 2003.

     Interest income for the nine months ended September 30, 2004 was $55.4 million, an increase of $10.8 million or 24% over interest income of $44.6 million for the same period of 2003. The increase was the net result of a $13.5 million increase in interest income due to an increase in volume of average interest-earning assets (volume change) off-set by a $2.8 million decrease in interest income due to a decline in the yield earned on those average interest-earning assets (rate change). Interest expense for the nine months ended September 30, 2004 was $13.1 million, which represented an increase of $1.0 million or 8% over interest expense of $12.1 million for the same period of 2003. The increase was the net result of a $3.1 million increase in interest expense due to an increase in volume of average interest-bearing liabilities (volume change) offset by a $2.1 million decrease in interest expense due to a decline in the rates paid on interest-bearing liabilities (rate change).

     Net Interest Margin

     The yield on average interest-earning assets increased to 6.10% for the third quarter of 2004 compared with 6.07% for the same quarter of 2003. The increase was primarily due to an increase in market interest rates of our loans, including a 75 basis points increase by Federal Reserve Board in the prime rate during the third quarter of 2004. The average cost of interest-bearing liabilities decreased to 2.08% for the third quarter of 2004 from 2.11% for the same quarter of 2003. The net interest margin was 4.57% for the third quarter of 2004 compared with 4.54% for the same quarter of 2003. Despite the increase in prime rate during the third quarter of 2004, the

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net interest margin only increased by 3 basis points primarily because the rate increases have not been fully priced into the loan yield. The increase in cost of interest bearing demand deposits was a direct result of money market account promotion during the second quarter of 2004, which was fully priced during the third quarter with the cost of approximately 2%. The average balance of money market accounts, increased $254.4 million for the third quarter of 2004 to $345.6 million from $91.2 million for the same quarter of 2003.

     The yield on average interest-earning assets decreased by 17 basis points to 5.96% for the nine months ended September 30, 2004 compared with 6.13% for the nine months ended September 30, 2003. The average cost of interest-bearing liabilities decreased by 34 basis points to 1.94% for the nine months ended September 30, 2004 from 2.28% for the nine months ended September 30, 2003. The net interest margin was 4.55% for the nine months ended September 30, 2004 compared with 4.47% for the same period of 2003.

     The following table presents our condensed consolidated average balance sheet information, together with interest rates earned and paid on the various sources and uses of funds for the three and nine months periods indicated:

                                                 
    Three months ended September 30, 2004
  Three months ended September 30, 2003
            Interest   Average           Interest   Average
    Average   Income/   Yield/   Average   Income/   Yield/
    Balance
  Expense
  Rate
  Balance
  Expense
  Rate
    (Dollars in thousands)
INTEREST EARNINGS ASSETS:
                                               
Net loans, including interest rate swaps
  $ 1,127,672     $ 18,387       6.52 %   $ 848,248     $ 13,967       6.59 %
Other investments
    6,232       73       4.69 %     7,094       79       4.45 %
Securities
    125,190       1,269       4.05 %     145,632       1,443       3.96 %
Fed funds sold
    45,548       174       1.53 %     25,154       87       1.38 %
 
   
 
     
 
             
 
     
 
         
Total interest earning assets
  $ 1,304,642     $ 19,903       6.10 %   $ 1,026,128     $ 15,576       6.07 %
 
   
 
                     
 
                 
INTEREST BEARING LIABILITIES:
                                               
Demand, interest-bearing
  $ 345,587     $ 1,735       2.01 %   $ 91,175     $ 294       1.29 %
Savings
    125,205       558       1.78 %     157,538       775       1.97 %
Time certificates of deposits
    438,424       1,991       1.82 %     383,082       2,029       2.12 %
FHLB borrowings
    11,558       109       3.77 %     89,924       425       1.89 %
Junior subordinated debentures
    37,128       592       6.38 %     22,301       404       7.25 %
 
   
 
     
 
             
 
     
 
         
Total interest bearing liabilities
  $ 957,902     $ 4,985       2.08 %   $ 744,020     $ 3,927       2.11 %
 
   
 
     
 
             
 
     
 
         
Net interest income
          $ 14,918                     $ 11,649          
Net interest margin
                    4.57 %                     4.54 %
Net interest spread
                    4.02 %                     3.96 %
Average interest-earning assets to average interest-bearing liabilities
                    136.20 %                     137.92 %

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    Nine months ended September 30, 2004
  Nine months ended September 30, 2003
            Interest   Average           Interest   Average
    Average   Income/   Yield/   Average   Income/   Yield/
    Balance
  Expense
  Rate
  Balance
  Expense
  Rate
    (Dollars in thousands)
INTEREST EARNINGS ASSETS:
                                               
Net loans, including interest rate swaps
  $ 1,073,624     $ 51,007       6.33 %   $ 782,429     $ 39,578       6.74 %
Other investments
    5,901       206       4.65 %     5,908       214       4.83 %
Securities
    127,460       3,852       4.03 %     136,332       4,353       4.26 %
Fed funds sold
    30,987       309       1.33 %     46,512       478       1.37 %
 
   
 
     
 
             
 
     
 
         
Total interest earning assets
  $ 1,237,972     $ 55,374       5.96 %   $ 971,181     $ 44,623       6.13 %
INTEREST BEARING LIABILITIES:
                                               
Demand, interest-bearing
  $ 234,206     $ 3,070       1.75 %   $ 84,086     $ 879       1.39 %
Savings
    137,042       1,814       1.76 %     149,997       2,487       2.21 %
Time certificates of deposits
    448,657       5,857       1.74 %     374,099       6,342       2.26 %
FHLB borrowings
    42,635       638       2.00 %     79,434       1,243       2.09 %
Junior subordinated debentures
    37,122       1,716       6.16 %     19,420       1,127       7.74 %
 
   
 
     
 
             
 
     
 
         
Total interest bearing liabilities
  $ 899,662     $ 13,095       1.94 %   $ 707,036     $ 12,078       2.28 %
Net interest income
          $ 42,279                     $ 32,545          
Net interest margin
                    4.55 %                     4.47 %
Net interest spread
                    4.02 %                     3.85 %
Average interest-earning assets to average interest- bearing liabilities
                    137.60 %                     137.36 %

     The following table illustrates the changes in our interest income, interest expenses, amount attributable to variations in interest rates, and volumes for the periods indicated. The variances attributable to simultaneous volume and rate changes have been allocated to the changes due to volume and the changes due to rate categories in proportion to the relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.

                         
    Three months ended
    September 30, 2004 over September 30, 2003
    Net
Increase
  Change due to
    (Decrease)
  Rate
  Volume
    (Dollars in thousands)
INTEREST INCOME
                       
Interest and fees on net loans and interest rate swaps
  $ 4,420     $ (137 )   $ 4,557  
Interest on other investments
    (6 )     4       (10 )
Interest on securities
    (174 )     33       (207 )
Interest on fed funds sold
    87       10       77  
 
   
 
     
 
     
 
 
Total interest income
  $ 4,327     $ (90 )   $ 4,417  
INTEREST EXPENSE
                       
Interest on demand deposits
  $ 1,441     $ 240     $ 1,201  
Interest on savings
    (217 )     (68 )     (149 )
Interest on time certificate of deposits
    (38 )     (310 )     272  
Interest on FHLB borrowings
    (316 )     226       (542 )
Interest on junior subordinated debentures
    188       (53 )     241  
 
   
 
     
 
     
 
 
Total interest expense
  $ 1,058     $ 35     $ 1,023  

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    Nine months ended
    September 30, 2004 over September 30, 2003
    Net
Increase
  Change due to
    (Decrease)
  Rate
  Volume
    (Dollars in thousands)
INTEREST INCOME
                       
Interest and fees on net loans and interest rate swaps
  $ 11,429     $ (2,531 )   $ 13,960  
Interest on other investments
    (8 )     (8 )      
Interest on securities
    (501 )     (226 )     (275 )
Interest on fed funds sold
    (169 )     (14 )     (155 )
 
   
 
     
 
     
 
 
Total interest income
  $ 10,751     $ (2,779 )   $ 13,530  
INTEREST EXPENSE
                       
Interest on demand deposits
  $ 2,191     $ 273     $ 1,918  
Interest on savings
    (673 )     (471 )     (202 )
Interest on time certificate of deposits
    (485 )     (1,614 )     1,129  
Interest on FHLB borrowings
    (605 )     (52 )     (553 )
Interest on junior subordinated debentures
    589       (267 )     856  
 
   
 
     
 
     
 
 
Total interest expense
  $ 1,017     $ (2,131 )   $ 3,148  

Provision for Loan Losses

     The provision for loan losses reflects our judgment of the current period cost associated with credit risk inherent in our loan portfolio. The loan loss provision for each period is dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, assessments by management, third parties’ and regulators’ examination of the quality of the loan portfolio, the value of the underlying collateral on problem loans and the general economic conditions in our market areas. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that, in our judgment, is adequate to absorb probable incurred losses in our loan portfolio. Periodic fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses; however, actual loan losses may vary from current estimates.

     We recorded a $900,000 in provision for loan losses in the third quarter of 2004 compared to $1.4 million in the same quarter of 2003. For the nine months ended September 30, 2004, we recorded $3.7 million in provision for loan losses compared to $3.8 million for the nine months ended September 30, 2003. These changes reflect the results of our review and analysis of the loan portfolio and the adequacy of our existing allowance for loan losses in light of the growth experienced in our loan portfolio. We believe that the allowance is sufficient for the probable incurred losses at September 30, 2004. Refer to Allowance for Loan Losses section for further discussion.

Non-interest Income

     Non-interest income includes revenues earned from sources other than interest income. It is primarily comprised of service charges and fees on deposits accounts, fees received from letter of credit operations, gain or losses on interest rate swaps and gains on sale of SBA loans and investment securities.

     Non-interest income for the third quarter of 2004 was $6.4 million compared to $5.2 million for the same quarter of 2003, an increase of $1.2 million, or 23%, primarily as a result of an increase in gain on sale of loans

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offset by the recognition of an additional impairment charges on the securities of $442,000. Gain on sale of SBA loans increased $974,000 or 86% to $2.1 million for the third quarter of 2004 from $1.1 million for the same quarter of 2003. During the third quarter of 2004 we originated $47.6 million in SBA loans and sold $26.6 million. During the third quarter of 2003, we originated $16.1 million in SBA loans and sold $13.9 million. During the third quarter of 2004 we recognized a gain of $196,000 from the sale of real estate loans. Detailed breakdown of other non-interest income components are in the table below.

     Non-interest income for the nine months ended September 30, 2004 was $15.9 million compared to $14.9 million for the same period of 2003, which represented an increase of $997,000 or 7%, primarily as a result of increase in gains on sale of loans, service fee income on SBA loans, loan referral income, offset by decrease in valuation of interest rate swaps and the recognition of other than temporary impairment charges in U.S. Agency Preferred Stock . For the nine months ended September 30, 2004 we recorded an impairment charges of $2.2 million on floating rate agency preferred stocks as a result of decline in market value due to the interest rate environment. Gain on sale of SBA loans for the nine months ended September 30, 2004 was $4.8 million, increased $1.6 million or 51% from $3.2 million for the same period of 2003. We originated $95.2 million in SBA loans and sold $58.9 million during the first nine months of 2004. During the same period of 2003, we originated $56.5 million and sold $42.3 million. During the nine months ended September 30, 2004, we recognized loan referral income of $747,000 from the loan sale referral program entered into with GE Capital and Zion Bancorp. We also recognized a gain of $196,000 during the nine months of 2004 from the sale of real estate loans. Service fee income on SBA increased $147,000 or 80% to $330,000 for the nine months of 2004, compared to $183,000 for the same period of 2003. This increase is primarily due to increase in servicing assets from the increased sale of SBA loans. We recognized a loss of $194,000 from the valuation of interest rate hedge during the nine months ended September 30, 2004, compared to a gain of $437,000 during the same period of 2003.

     The breakdown of changes in our non-interest income by category is illustrated below:

                                 
    Three       Three
    Months
Ended
  Increase (Decrease)
  Months
Ended
    9/30/2004
  Amount
  Percent (%)
  9/30/2003
    (Dollars in thousands)
Service charge on deposits
  $ 1,840     $ (139 )     -7 %   $ 1,979  
International service fee income
    772       122       19 %     650  
Wire transfer fees
    338       74       28 %     264  
Service fee income — SBA
    330       147       80 %     183  
Earnings on cash surrender value
    164       (17 )     -9 %     181  
Gain on sale of SBA loans
    2,108       974       86 %     1,134  
Gain on sale of other loans
    196       196       100 %      
Gain on sale of securities available for sale
    26       (194 )     -88 %     220  
Gain on interest rate swaps
    112       103       100 %     9  
Loan referral income
    269       269       100 %      
Other than temporary impariment
    (442 )     (442 )     100 %      
Other
    643       84       15 %     559  
 
   
 
     
 
     
 
     
 
 
Total noninterest income
  $ 6,356     $ 1,177       23 %   $ 5,179  
 
   
 
     
 
     
 
     
 
 

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    Nine       Nine
    Months
Ended
  Increase (Decrease)
  Months
Ended
    9/30/2004
  Amount
  Percent (%)
  9/30/2003
    (Dollars in thousands)
Service charge on deposits
  $ 5,902     $ 322       6 %   $ 5,580  
International service fee income
    2,188       199       10 %     1,989  
Wire transfer fees
    991       213       27 %     778  
Service fee income — SBA
    899       295       49 %     604  
Earnings on cash surrender value
    493       (49 )     -9 %     542  
Gain on sale of SBA loans
    4,787       1,616       51 %     3,171  
Gain on sale of other loans
    196       196       100 %      
Gain on sale of securities available for sale
    434       28       7 %     406  
(Loss) gain on interest rate swaps
    (194 )     (631 )     -144 %     437  
Gain on sale of OREO
          (78 )     -100 %     78  
Loan referral income
    747       747       100 %      
Other than temporary impariment
    (2,199 )     (2,199 )     100 %      
Other
    1,634       338       26 %     1,296  
 
   
 
     
 
     
 
     
 
 
Total noninterest income
  $ 15,878     $ 997       7 %   $ 14,881  
 
   
 
     
 
     
 
     
 
 

Non-interest Expense

     Non-interest expense for the third quarter of 2004 was $12.0 million compared to $9.4 million for the same quarter of 2003, an increase of $2.6 million or 28%, primarily due to increases in salaries and benefits, professional fees and advertising and marketing expenses. Salaries and benefits increased $1.2 million or 25% to $6.1 million for the third quarter of 2004 compared to $4.9 million for the same quarter of 2003. This increase is mainly due to an increase in staffs to support new branches such as Rowland Heights and an increase in compensation for those who are tied to their performances. Adverting and marketing expenses for the third quarter of 2004 increased $224,000 or 82% to $498,000 from $274,000 for the same quarter of 2003. These increases were due to our continued efforts to serve and market to our customers and community through advertisement, financial supports and events. Professional fees for the third quarter of 2004 also increased $277,000 or 56% to $769,000 from $492,000 for the same quarter of 2003. This increase was due to an expense incurred to comply with the Sarbanes-Oxley Act (“SOX”)

     Non-interest expense for the nine months ended September 30, 2004 was $31.9 million compared to $26.8 million for the same period of 2003, an increase of $5.1 million or 19%, primarily due to the increases in salaries and benefits, occupancy expense and professional fees. Salaries and benefits increased primarily due to increase in staffs to support branch expansions such as Wilshire and Rowland Height branches. Occupancy expenses increased $619,000 or 18% to $4.0 million for the nine months of 2004 from $3.4 million for the corresponding period of 2003. This increase was due to the acquisition and opening of branches in additional to general increases in leases. Professional fees also increased $515,000 or 53% to $1.5 million for the nine months of 2004 from $973,000 for the corresponding period of 2003. This increase was primarily due to the expenses related to the compliance with Bank Secrecy Act and SOX.

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     The breakdown of changes in our non-interest expense is illustrated below:

                                 
    Three       Three
    Months
Ended
  Increase (Decrease)
  Months
Ended
    9/30/2004
  Amount
  Percent (%)
  9/30/2003
Salaries and benefits
  $ 6,144     $ 1,238       25 %   $ 4,906  
Net occupancy
    1,440       143       11 %     1,297  
Furniture and equipment
    514       111       28 %     403  
Advertising and marketing
    498       224       82 %     274  
Regulatory fees
    235       48       26 %     187  
Communications
    152       (29 )     -16 %     181  
Data and item processing
    603       87       17 %     516  
Professional fees
    769       278       57 %     491  
Business referral fees
    543       94       21 %     449  
Office supplies & forms
    113       (7 )     -6 %     120  
Directors’ Fees
    127       (12 )     -9 %     139  
Credit related expenses
    202       33       20 %     169  
Amortization of intangibles
    208       122       142 %     86  
Other
    496       298       151 %     198  
 
   
 
     
 
     
 
     
 
 
Total non-interest expense
  $ 12,044     $ 2,628       28 %   $ 9,416  
 
   
 
     
 
     
 
     
 
 
                                 
    Nine       Nine
    Months
Ended
  Increase (Decrease)
  Months
Ended
    9/30/2004
  Amount
  Percent (%)
  9/30/2003
Salaries and benefits
  $ 16,546     $ 1,831       12 %   $ 14,715  
Net occupancy
    4,026       619       18 %     3,407  
Furniture and equipment
    1,417       275       24 %     1,142  
Advertising and marketing
    1,295       362       39 %     933  
Regulatory fees
    617       89       17 %     528  
Communications
    476       (4 )     -1 %     480  
Data and item processing
    1,807       285       19 %     1,522  
Professional fees
    1,488       515       53 %     973  
Business referral fees
    1,142       474       71 %     668  
Office supplies & forms
    332       34       11 %     298  
Directors’ Fees
    381       20       6 %     361  
Credit related expenses
    356       (95 )     -21 %     451  
Amortization of intangibles
    623       389       166 %     234  
Other
    1,351       275       26 %     1,076  
 
   
 
     
 
     
 
     
 
 
Total non-interest expense
  $ 31,857     $ 5,069       19 %   $ 26,788  
 
   
 
     
 
     
 
     
 
 

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Provision for Income Taxes

     The provision for income taxes was $3.3 million and $2.4 million on income before taxes of $8.3 million and $6.1 million for the three months ended September 30, 2004 and 2003, respectively. The effective tax rate for the quarter ended September 30, 2004 was 40% compared with 39% for the quarter ended September 30, 2003.

     The provision for income taxes was $8.9 million and $6.5 million on income before taxes of $22.6 million and $16.9 million for the nine months ended September 30, 2004 and 2003, respectively. The effective tax rate for the nine months ended September 30, 2003 was 40% compared with 39% for the nine months ended September 30, 2003.

Financial Condition

     At September 30, 2004, our total assets were $1.4 billion, an increase of $159.0 million or 13% from $1.3 million at December 31, 2003. The growth was primarily due to increases in our loans funded by growth in deposits.

Loan Portfolio

     We carry all loans (except for certain SBA loans held-for-sale) at face amount, less payments collected, net of deferred loan origination fees and costs and the allowance for loan losses. SBA loans held-for-sale are carried at the lower of cost or market in aggregate. Interest on all loans is accrued daily. Once a loan is placed on non-accrual status, accrual of interest is discontinued and previously accrued interest is reversed. Loans are placed on non-accrual status when principal and interest on a loan is past due 90 days or more, unless a loan is both well secured and in process of collection.

     As of September 30, 2004, our gross loans (net of unearned fees) increased by $165.0 million or 17% to $1,162.3 million from $997.3 million at December 31, 2003. The commercial loans, which include domestic commercial, international trade finance, SBA loans, and equipment leasing, at September 30, 2004 increased by $66.5 million or 18 % to $426.7 million from $360.2 million at December 31, 2003. Real estate and construction loans increased by $96.1 million or 17% to $672.0 million from $575.9 million at December 31, 2003. Management continued to make efforts in maintaining balanced mix in the loan portfolio.

     The following table illustrates our loan portfolio by amount and percentage of gross loans in each major loan category at the dates indicated:

                                 
    September 30, 2004
  December 31, 2003
    Amount
  Percent
  Amount
  Percent
    (Dollars in thousands)
Loan Portfolio Composition:
                               
Commercial loans *
  $ 426,694       36.6 %   $ 360,248       36.0 %
Real estate and construction loans
    672,028       57.7 %     575,930       57.6 %
Consumer and other loans
    66,210       5.7 %     63,324       6.3 %
 
   
 
     
 
     
 
     
 
 
Total loans outstanding
    1,164,932       100.0 %     999,502       100.0 %
Unamortized loan fees, net of costs
    (2,637 )             (2,164 )        
Less: Allowance for loan losses
    (14,761 )             (12,471 )        
 
   
 
             
 
         
Net Loans Receivable
  $ 1,147,534             $ 984,867          

     We normally do not extend lines of credit and make loan commitments to business customers for periods in excess of one year. We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to our customers. We perform annual reviews of such commitments prior to the renewal. The following table shows our loan commitments and letters of credit outstanding at the dates indicated:

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(Dollars in thousands)
  September 30, 2004
  December 31, 2003
Loan commitments
  $ 147,664     $ 173,547  
Standby letters of credit
    21,563       14,491  
Commercial letters of credit
    31,103       31,314  

     At September 30, 2004, our nonperforming assets (nonaccrual loans, loans 90 days or more past due and still accruing interest, restructured loans, and other real estate owned) were $3.2 million, a decrease from $5.6 million at December 31, 2003. As of September 30, 2004 restructured loans that are current totaled $325,000. Nonperforming assets to total assets was 0.23% and 0.44% at September 30, 2004 and December 31, 2003, respectively. At September 30, 2004, nonperforming loans were $2.9 million, a decrease from $5.1 million at December 31, 2003. Of the $2.9 million in nonperforming loans, $2.0 million are fully secured by commercial real estate. At September 30, 2004, nonperforming loans to total gross loans was 0.25% compared to 0.51% at December 31, 2003.

     The following table illustrates the composition of our nonperforming assets as of the dates indicated.

                 
    September 30, 2004
  December 31, 2003
    (Dollars in thousands)
Nonaccrual loans
  $ 2,562     $ 4,855  
Loan past due 90 days or more, still accruing
    352       209  
 
   
 
     
 
 
Total Nonperforming Loans
    2,914       5,064  
Other real estate owned
           
Restructured loans
    318       529  
 
   
 
     
 
 
Total Nonperforming Assets
  $ 3,232     $ 5,593  
Nonperforming loans to total gross loans
    0.25 %     0.51 %
Nonperforming assets to total assets
    0.23 %     0.44 %

Allowance for Loan Losses

     We maintain an allowance for loan losses to absorb probable incurred losses our loan portfolio. The allowance is based on our regular quarterly assessments of the probable estimated losses in the loan portfolio. Our methodologies for measuring the appropriate level of the allowance includes the combination of: (1) Historical Loss of a Migration Analysis for pools of loan and (2) a Specific Allocation Method for individual loans.

     The following table provides a breakdown of the allowance for loan losses by category at September 30, 2004 and December 31, 2003:

Allocation of Allowance for Loan Losses

                                 
(Dollars in thousands)   September 30, 2004
  December 31, 2003
            % of loans in each           % of loans in
            category to total           each category to
Loan Type
  Amount
  loans
  Amount
  total loans
Real Estate and construction
  $ 7,975       57.70 %   $ 5,139       57.4 %
Commercial
    5,772       36.6 %     6,025       36.3 %
Consumer
    918       5.7 %     1,217       6.3 %
Unallocated
    96       N/A       90       N/A  
 
   
 
             
 
         
Total allowance
  $ 14,761       100.00 %   $ 12,471       100.00 %
 
   
 
             
 
         

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     The adequacy of the allowance is determined by management based upon an evaluation and review of the credit quality of the loan portfolio, consideration of historical loan loss experience, all relevant internal and external factors that affect loan collectibility, and other pertinent factors.

     The Migration Analysis is a formula method based on our actual historical net charge-off experience for each loan type pools and a loan risk grade (Pass (net of cash secured loans), Special Mention, Substandard, Doubtful).

     Central to the migration analysis is our credit risk rating system. Both internal, external contracted credit review examinations, and regulatory examinations are used to determine and validate loan risk grades. Our credit review system takes into consideration factors such as: borrower’s background and experience; historical and current financial condition; credit history and payment performance; industry and the economy; type, market value, volatility of the market value of collateral, lien position; and the financial strength of the guarantors.

     To calculate our various loss allocation factors, we use a twelve-quarter rolling average of historical losses detailing charge-offs, recoveries, by loan type pool balances to determine the estimated credit losses for each type of non-classified and classified loans. Also, in order to reflect the impact of recent events more heavily, the twelve-quarter rolling average has been weighted. The most recent four quarters have been assigned a 40% weighted average while the next four quarters have been assigned a 33% weighted average and the last four quarters have been assigned a 27% weighted average. Using a twelve-quarter rolling average of historical losses was implemented as of the quarter ended March 31, 2004. Management believed that the eight quarter time period was not sufficient to cover the resolution of all loans in the pool. Management determined that a rolling analysis time frame typically covers a longer time period and began to track on a quarterly average basis for the twelve-quarters. The changes in the time period had no material impact on the migration analysis calculation.

     Additionally, in order to systematically quantify the credit risk impact of trends and changes within the loan portfolio, we make adjustments to the Migration Analysis within established parameters. Our parameters for making adjustments are established under a Credit Risk Matrix that provides seven possible scenarios for each of the factors below. The matrix allows for three positive/decrease (Major, Moderate, and Minor), three negative/increase (Major, Moderate, and Minor), and one neutral credit risk scenarios within each factor for each loan type pool. Generally, the factors are considered to have no impact (neutral) to our historical migration ratios. However, if information exists to warrant adjustment to the Migration Analysis, we make the changes in accordance with the established parameters supported by narrative and/or statistical analysis. Our Credit Risk Matrix and the seven possible scenarios enable us to adjust the Loss Migration Ratio as much as 50 basis points in either direction (positive or negative) for each loan type pool. The following 9 factors considered in this matrix are patterned after the guidelines provided under the Interagency Policy Statement on the Allowance for Loan and Lease Losses dated December 23, 1993.

    Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.
 
    Changes in national and local economic and business conditions and developments, including the condition of various market segments.
 
    Changes in the nature and volume of the loan portfolio.
 
    Changes in the experience, ability, and depth of lending management and staff.
 
    Changes in the trend in the volume and severity of past due and classified loans; and changes in trends in the volume of non-accrual loans and troubled debt restructurings, and other loan modifications.
 
    Changes in the quality of our loan review system and the degree of oversight by the Directors.
 
    The existence and effect of any concentrations of credit, and changes in the level of such concentrations.
 
    Transfer risk on cross-border lending activities.
 
    The effect of external factors such as competition and legal and regulatory requirements on the level of estimated losses in our loan portfolio.

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     Under the Specific Allocation method, management establishes specific allowances for loans where management has identified significant conditions or circumstances related to a specific individual credit that are believed to indicate the probability that a loss may be incurred. The specific allowance amount is determined by a method prescribed by the Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan. The loans identified as impaired will be accounted for in accordance with one of the three acceptable valuations: 1) the present value of future cash flows discounted a the loan’s effective interest rate; 2) the loan's observable market price; or 3) the fair value of the collateral, if the loan is collateral dependent. The calculated amount of loan impairment will be compared to the Migration Analysis risk factors, and the more conservative of the two risk factors shall be used. If the calculated impairment is greater than the Migration Analysis risk factor, an adjustment for the difference is made to the General Reserve.

     We consider a loan as impaired when it is probable that it will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.

     For commercial, real estate and certain consumer loans, we base the measurement of loan impairment on the present value of the expected future cash flows, discounted at the loan’s effective interest rate or on the fair value of the loan’s collateral if the loan is collateral dependent. We evaluate installment loans for impairment on a collective basis, because these loans are smaller balance, homogeneous loans. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses.

     The allowance for loan losses was $14.8 million at September 30, 2004, compared to $12.5 million at December 31, 2003 and $11.8 million at September 30, 2003. We recorded a provision for loan losses of $3.7 million during the nine months ended September 30, 2004 compared to $3.8 million for the same period of 2003. Despite the increase in loan portfolio, we were able to maintain the provision for loan losses at approximately the same level mainly due to decreases in nonperforming loans and classified loans. Average gross loans (net of deferred fees and cost) increased $248.3 million or 30% to $1,087.4 million for the nine months ended September 30, 2004, compared to $151.2 million or 25% increase for the same period of 2003. During the nine months ended September 30, 2004, we charged off $2.0 million and recovered $550,000. The allowance for loan losses was 1.27% of gross loans at September 30, 2004, compared to 1.25% at December 31, 2003 and 1.30% at September 30, 2003. The total classified loans at September 30, 2004 were $6.2 million, compared to $10.3 million at September 30, 2003.

     We believe the level of allowance as of September 30, 2004 is adequate to absorb the estimated losses from any known or inherent risks in the loan portfolio and the loan growth for the quarter. However, no assurance can be given that economic conditions which adversely affect our service areas or other circumstances will not be reflected in increased provisions or loan losses in the future.

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     The following table shows the provisions made for loan losses, the amount of loans charged off, the recoveries on loans previously charged off together with the balance in the allowance for loan losses at the beginning and end of each period, the amount of average and total loans outstanding, and other pertinent ratios as of the dates and for the periods indicated:

                 
    Nine months ended September 30,
    2004
  2003
    (Dollars in thousands)
LOANS:
               
Average gross loans
  $ 1,087,400     $ 792,213  
Total gross loans at end of period
    1,162,294       910,130  
ALLOWANCE:
               
Balance-beginning of period
  $ 12,471     $ 8,458  
Less: Loan Charged off:
               
Commercial
    1,151       923  
Consumer
    809       416  
Real Estate and Construction
          12  
 
   
 
     
 
 
Total loans charged off
    1,960       1,351  
Plus: Loan Recoveries
               
Commercial
    355       213  
Consumer
    192       32  
Real Estate and Construction
    3       22  
 
   
 
     
 
 
Total loan recoveries
    550       267  
 
   
 
     
 
 
Net loans charged off
    1,410       1,084  
Provision for loan losses
    3,700       3,750  
Allowance made with business acquisition
          669  
 
   
 
     
 
 
Balance-end of period
  $ 14,761     $ 11,793  
 
   
 
     
 
 
Net loan charge-offs to average total loans *
    0.17 %     0.18 %
Net loan charge-offs to total loans at end of period *
    0.16 %     0.16 %
Allowance for loan losses to average total loans
    1.36 %     1.49 %
Allowance for loan losses to total loans at end of period
    1.27 %     1.30 %
Net loan charge-offs to beginning allowance *
    15.07 %     17.09 %
Net loan charge-offs to provision for loan losses
    38.11 %     28.91 %


*   Annualized

Total loans are net of unearned of $2,637 and $1,541 at September 30, 2004 an 2003, respectivly

Investment Securities Portfolio

     We classify our securities as held-to-maturity or available-for-sale under SFAS No.115. Those securities that we have the ability and intent to hold to maturity are classified as “held-to-maturity securities”. All other securities are classified as “available-for-sale”. We did not own any trading securities at September 30, 2004 and December 31, 2003. Securities that are held to maturity are stated at cost, adjusted for amortization of premiums and accretion of discounts. Securities that are available for sale are stated at fair value. The securities we currently hold are government-sponsored agency bonds, corporate bonds, collateralized mortgage obligations, U.S. government agency preferred stocks, and municipal bonds.

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     As of September 30, 2004, we had $2.0 million in held-to-maturity securities and $123.8 million in available-for-sale securities compared to $2.0 million and $126.4 million, respectively at December 31, 2003. The total net unrealized loss on the available-for sale securities at September 30, 2004 was $393,000 compared to net unrealized loss of $1.5 million at December 31, 2003. During the nine months of 2004, a total of $41.5 million in securities available-for-sale were purchased, $13.9 million was sold, and $16.0 million was called and total gross gains of $433,607 were recognized.

     Securities with an amortized cost of $5.2 million were pledged to secure public deposits and for other purposes as required or permitted by law at September 30, 2004. Securities with a carrying value of $24.1 million and $68.5 million were pledged to FHLB of San Francisco and State of California Treasurer’s Office, respectively, at September 30, 2004.

     The following table summarizes the book value, market value and distribution of our investment securities portfolio as of dates indicated:

Investment Portfolio

                                                 
    At September 30, 2004
  At December 31, 2003
                    Unrealized/                   Unrealized/
    Amortized   Market   unrecognized   Amortized   Market   unrecognized
    cost
  Value
  Gain (Loss)
  cost
  Value
  Gain (Loss)
    (Dollars in thousands)
Held to Maturity:
                                               
U.S. Corporate notes
  $ 2,001     $ 2,107     $ 106     $ 2,001     $ 2,149     $ 148  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total held-to-maturity
  $ 2,001     $ 2,107     $ 106     $ 2,001     $ 2,149     $ 148  
Available-for-sale:
                                               
U.S. Government
  $ 38,319     $ 38,386     $ 67     $ 26,743     $ 26,903     $ 160  
CMO
    31,245       30,676       (569 )     34,123       33,692       (431 )
MBS
    28,527       28,360       (167 )     30,293       30,099       (194 )
Municipal Bonds
    15,907       16,174       267       22,933       23,253       320  
U.S. Corporate notes
    1,982       1,982             2,968       3,046       78  
U.S. Agency Preferred Stock
    8,187       8,196       9       10,860       9,420       (1,440 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total available-for-sale
  $ 124,167     $ 123,774     $ (393 )   $ 127,920     $ 126,413     $ (1,507 )
Total investment portfolio
  $ 126,168     $ 125,881     $ (287 )   $ 129,921     $ 128,562     $ (1,359 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 

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Investment Maturities and Repricing Schedule

     The amortized cost by contractual maturity at September 30, 2004 are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

                                                                                 
                    After One But   After Five But        
    Within One Year
  Within Five Years
  Within Ten Years
  After Ten Years
  Total
    Amount
  Yield
  Amount
  Yield
  Amount
  Yield
  Amount
  Yield
  Amount
  Yield
    (Dollars in thousands)
Held to Maturity:
                                                                               
U.S. Corporate notes
                2,001       7.01 %                             2,001       7.01 %
Total held-to-maturity
                2,001       7.01 %                             2,001       7.01 %
Available-for-sale:
                                                                               
U.S. Government
    2,029       4.04 %     23,214       3.96 %     13,143       4.13 %                 38,386       4.02 %
CMO’s
                            3,155       3.99 %     27,521       4.05 %     30,676       4.04 %
MBS
                4,541       4.16 %     3,095       3.82 %     20,724       3.93 %     28,360       3.95 %
Municipal Bonds
                            862       3.78 %     15,312       4.58 %     16,174       4.54 %
U.S. Corporate notes
                                        1,982       3.59 %     1,982       3.59 %
U.S. Agency Preferred Stock
                                        8,196       1.89 %     8,196       1.89 %
Total available-for-sale
    2,029       4.04 %     27,755       3.99 %     20,255       4.05 %     73,735       3.87 %     123,774       3.93 %

     The following table shows our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2004.

                                                 
    Less than 12 months
  12 months or more
  Total
    Market   Unrealized   Market   Unrealized   Market   Unrealized
    Value
  Losses
  Value
  Losses
  Value
  Losses
    (Dollars in thousands)
Description of Securities:
                                               
U.S. Government
  $ 18,502     $ (67 )   $     $     $ 18,502     $ (67 )
CMO’s
    13,817       (439 )     8,465       (300 )     22,282       (739 )
MBS
    13,055       (91 )     5,949       (184 )     19,004       (275 )
Municipal Bonds
    3,621       (54 )                 3,621       (54 )
U.S. Corporate notes
    1,982                         1,982        
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total Temporarily Impaired Securities
  $ 50,977     $ (651 )   $ 14,414     $ (484 )   $ 65,391     $ (1,135 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 

     The unrealized losses were created due to what we believe is a temporary condition, mainly fluctuations in interest rates and do not reflect a deterioration of credit quality of the issuers. For the three and nine months ended September 30, 2004, we did not have any sales of investment securities resulting in realized losses. For investments in an unrealized loss position at September 30, 2004, we have the intent and ability to hold these investments until the full recovery. During the nine months ended September 30, 2004, as a result of an other than temporary decline in market value due to changes in interest rates, impairment charges of $2.2 million were recognized for floating rate agency preferred stocks.

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Deposits and Other Borrowings

     Deposits. Deposits are our primary source of funds to use in our lending and investment activities. At September 30, 2004, our deposits increased by $191.7 million or 18% to $1,253.2 million from $1,061.4 million at December 31, 2003. Demand deposits totaled $333.8 million at September 30, 2004, an increase of $8.2 million or 3% from $325.6 million at December 31, 2003. Time deposits over $100,000 totaled $336.6 million, a decrease of $12.0 million or 3% from $348.6 million at December 31, 2003. Other interest-bearing demand deposits, including money market and super now accounts, totaled $381.6 million, an increase of $247.4 million or 184% from $134.1 million at December 31, 2003. The growth in deposits was the result of the deposit promotion on new money market products throughout all three regions as well as the direct result of several newly opened branches, such as Wilshire, Diamond Bar and Rowland Height branches.

     At September 30, 2004, 27% of the total deposits were non-interest bearing demand deposits, 33% were time deposits, 10% were savings accounts, and 30% were interest bearing demand deposits. By comparison, at December 31, 2003, 31% of the total deposits were non-interest bearing demand deposits, 41% were time deposits, 15% were savings accounts, and 13% were interest bearing demand deposits. The increase in interest bearing demand deposits at September 30, 2004 was primarily due to bank-wide deposit campaign on new money market product we launched during the second quarter of 2004 to support the loan growth.

     At September 30, 2004, we had a total of $37.3 million in time deposits issued through brokers and $60.0 million in time deposits from the State of California Treasurer’s Office. The deposits from the State of California Treasurer’s Office were collateralized with our securities with an amortized cost of $68.5 million. The detail of those deposits is shown on the table below.

                         
Brokered Deposits
  Issue Date
  Maturity Date
  Rate
$10,100,000     04/29/04       10/29/04       1.25 %
15,000,000     05/28/04       11/29/04       1.40 %
10,069,000     05/28/04       05/27/05       2.00 %
2,090,000     02/16/01       02/16/06       5.65 %

 
                   
 
 
$37,259,000                     1.76 %
                         
State Deposits
  Issue Date
  Maturity Date
  Rate
$5,000,000     04/08/04       10/07/04       1.08 %
15,000,000     07/22/04       10/21/04       1.40 %
5,000,000     08/18/04       11/18/04       1.51 %
10,000,000     07/22/04       01/20/05       1.73 %
10,000,000     08/04/04       02/02/05       1.80 %
5,000,000     08/12/04       02/10/05       1.76 %
10,000,000     09/10/04       03/11/05       1.94 %

 
                   
 
 
$60,000,000                     1.62 %

     Other Borrowings. Advances may be obtained from the FHLB of San Francisco to supplement our supply of lendable funds. Advances from the FHLB of San Francisco are typically secured by a pledge of mortgage loans and/or securities with a market value at least equal to outstanding advances plus investment in FHLB stocks. The following table shows our outstanding borrowings from FHLB at September 30, 2004. All FHLB advances carry fixed interest rates.

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FHLB Advances
  Issue Date
  Maturity Date
  Rate
$5,000,000     05/05/03       03/31/05       1.72 %
5,000,000     10/19/00       10/19/07       6.70 %

 
                   
 
 
$10,000,000                     4.21 %

     At September 30, 2004 and December 31, 2003, five wholly-owned subsidiary grantor trusts established by Nara Bancorp had issued $38 million of pooled Trust Preferred Securities (“trust preferred securities”). Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of junior subordinated debentures (the “Debentures”) of the Nara Bancorp. The Debentures are the sole assets of the trusts. Nara Bancorp’s obligations under the junior subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by Nara Bancorp of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. Nara Bancorp has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.

     The following table is a summary of trust preferred securities and debentures at September 30, 2004:

                                     
                PRINCIPAL       ANNULIZED   INTEREST
TRUST   ISSUANCE           BALANCE OF   STATED   COUPON   DISTRIBUTION
NAME
  DATE
  AMOUNT
  DEBENTURES
  MATURITY
  RATE
  DATES
Nara Bancorp
Capital Trust I
  3/28/2001   $ 10,000     $ 10,400     6/8/2031     10.18 %   June 8 and December 8
Nara Statutory
Trust II
  3/26/2002   $ 8,000     $ 8,248     3/26/2032   3 Month
LIBOR + 3.6%
  Every 26th of March, June, September and December
Nara Capital
Trust III
  6/5/2003   $ 5,000     $ 5,155     3/26/2032   3 Month
LIBOR + 3.15%
  Every 15th of March, June, September and December
Nara Statutory
Trust VI
  12/22/2003   $ 5,000     $ 5,155     3/26/2032   3 Month
LIBOR + 2.85%
  Every 7th of January, April, July and October
Nara Statutory
Trust V
  12/17/2003   $ 10,000     $ 10,310     3/26/2032   3 Month
LIBOR + 2.95%
  Every 17th of March, June, September and December
       
 
     
 
                 
Total Trust
      $ 38,000     $ 39,268                  

     The Junior Subordinated Debentures are not redeemable prior to June 8, 2011 with respect to Nara Bancorp Capital Trust I, March 26, 2007 with respect to Nara Statutory Trust II, June 15, 2008 with respect to Nara Capital Trust III, January 7, 2009 with respect to Nara Statutory Trust IV, and December 17, 2008 with respect to Nara Statutory Trust V unless certain events have occurred. During March of 2004, $10 million of the total proceeds from the issuance of the Trust Preferred Securities were injected into Nara Bank as permanent capital.

     With the adoption of FIN No. 46R, Nara Bancorp deconsolidated the five grantor trusts. As a result, the junior subordinated debentures issued by Nara Bancorp to the grantor trusts, totaling $39.3 million, are reflected in the consolidated balance sheet in the liabilities section at September 30, 2004 and December 31, 2003, under the caption “junior subordinated debentures.” We also recorded $2.1 million in other assets in the consolidated balance sheet at September 30, 2004 and December 31, 2003 for the common capital securities issued by the issuer trusts.

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     On July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that bank holding companies should continue to report trust preferred securities in accordance with current Federal Reserve Bank instructions which allows trust preferred securities to be counted in Tier 1 capital subject to certain limitations. As of September 30, 2004, $30.8 million of the trust preferred securities was included in the Tier I capital. The Federal Reserve has indicated it will review the implications of any accounting treatment changes and, if necessary or warranted, will provide appropriate guidance.

Off-Balance Sheet Activities And Contractual Obligations

     We routinely engage in activities that involve, to varying degrees, elements of risk that are not reflected, in whole or in part, in the consolidated financial statements. These activities are part of our normal course of business and include traditional off-balance sheet credit-related financial instruments, interest rate swap contracts, operating leases and long-term debt.

     Traditional off-balance sheet credit-related financial instruments are primarily commitments to extend credit and standby letters of credit. These activities could require us to make cash payments to third parties in the event certain specified future events have occurred. The contractual amounts represent the extent of our exposure in these off-balance sheet activities. However, since certain off-balance sheet commitments, particularly standby letters of credit, are expected to expire or be only partially used, the total amount of commitments does not necessarily represent future cash requirements. These activities are necessary to meet the financing needs of our customers.

     We also entered into interest rate swap contracts where we are required to either receive cash from or pay cash to counter parties depending on changes in interest rates. We utilize interest rate swap contracts to help manage the risk of changing interest rates. Our accounting for interest rate swap contracts is discussed below under Item 3.

     We do not anticipate that our current off-balance sheet activities will have a material impact on future results of operations and financial condition. Further information regarding our financial instruments with off-balance sheet risk can be found in Item 3— “Quantitative and Qualitative Disclosures of Market Risks”.

     We continue to lease our banking facilities and equipment under non-cancelable operating leases with terms providing for fixed monthly payments over periods typically ranging from 2 to 30 years.

     The following table shows our contractual obligation as of September 30, 2004.

                                         
    Payments due by period
Contractual Obligations                    
(dollars in thousands)
  Total
  Less than 1 year
  1-3 years
  3-5 years
  Over 5 years
Time Deposits
  $ 418,056     $ 412,458     $ 5,356     $ 157     $ 85  
Junior Subordinated Debenture
    39,268                         39,268  
Federal Home Loan Bank borrowings
    10,000       5,000             5,000        
Operating Lease Obligations
    33,664       4,229       7,987       6,476       14,972  
 
   
 
     
 
     
 
     
 
     
 
 
Total
  $ 500,988     $ 421,687     $ 13,343     $ 11,633     $ 54,325  
 
   
 
     
 
     
 
     
 
     
 
 

Stockholders’ Equity and Regulatory Capital

     In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources and uses of capital in conjunction with projected increases in assets and levels of risk. We consider on an ongoing basis, among other things, cash generated from operations, access to capital from financial markets or the issuance of additional securities, including common stock or notes, to meet our capital needs. Total stockholders’ equity was $98.9 million at September 30, 2004. This represented an increase of $13.9 million or 16% over total stockholders’ equity of $85.0 million at December 31, 2003.

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     The federal banking agencies require a minimum ratio of qualifying total capital to risk-adjusted assets of 8% and a minimum ratio of Tier 1 capital to risk-adjusted assets of 4%. In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets must be 3%. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.

     At September 30, 2004, Tier 1 capital, stockholders’ equity less intangible assets, plus proceeds from the Trust Preferred Securities, was $123.3 million. This represented an increase of $16.7 million or 16% over total Tier 1 capital of $106.6 million at December 31, 2003. This increase was primarily due to a net income of $13.7 million reduced by the payments of cash dividends. At September 30, 2004, we had a ratio of total capital to total risk-weighted assets of 11.73% and a ratio of Tier 1 capital to total risk weighted assets of 9.86%. The Tier 1 leverage ratio was 8.76% at September 30, 2004.

     As of September 30, 2004, the Bank has met the criteria as a “well capitalized institution” under the regulating framework for prompt corrective action. The following table presents the amounts of our regulatory capital and capital ratios, compared to regulatory capital requirements for adequacy purposes as of September 30, 2004 and December 31, 2003.

                                                 
    As of September 30, 204
(Dollars in thousands)   Actual
  Required
  Excess
    Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
Leverage ratio
  $ 122,958       8.76 %   $ 56,121       4.00 %   $ 66,837       4.76 %
Tier 1 risk-based capital ratio
    122,958       9.86 %     49,566       4.00 %     73,392       5.86 %
Total risk-based capital ratio
    146,164       11.73 %     99,133       8.00 %     47,031       3.73 %
                                                 
    As of December 31, 2003
    Actual
  Required
  Excess
    Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
Leverage ratio
    106,632       8.84 %     48,255       4.00 %   $ 58,377       4.84 %
Tier 1 risk-based capital ratio
    106,632       9.82 %     43,414       4.00 %     63,218       5.82 %
Total risk-based capital ratio
    127,907       11.78 %     86,829       8.00 %     41,078       3.78 %

Liquidity Management

     Liquidity risk is the risk to earnings or capital resulting from our inability to fund assets when needed and liability obligations when they come due without incurring unacceptable losses. Liquidity risk includes the ability to manage unplanned decreases or changes in funding sources and to recognize or address changes in market conditions that affect our ability to liquidate assets quickly and with a minimum loss of value. Factors considered in liquidity risk management are stability of the deposit base, marketability of our assets, maturity and availability of pledgeable investments, and customer demand for credits.

     In general, our sources of liquidity are derived from financing activities, which include the acceptance of customer and broker deposits, federal funds facilities, and advances from the Federal Home Loan Bank of San Francisco. These funding sources are augmented by payments of principal and interest on loans and the routine liquidation of securities from principal paydown, maturity and sales. Our primary uses of funds include withdrawal of and interest payments on deposits, originations of loans, purchases of investment securities, and payment of operating expenses.

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     We manage liquidity risk by controlling the level of federal funds and by maintaining lines with correspondent banks, the Federal Reserve Bank, and Federal Home Loan Bank of San Francisco. The sale of investment securities available-for-sale can also serve as a contingent source of funds. Increasing the deposit rates is considered a last resort in raising funds to increase liquidity.

     As a means of augmenting our liquidity, we have established federal funds lines with corresponding banks and Federal Home Loan Bank of San Francisco. At September 30, 2004, our borrowing capacity included $46.0 million in federal funds line facility from correspondent banks and $294.8 million in unused Federal Home Loan Bank of San Francisco advances. In addition to the lines, our liquid assets include cash and cash equivalents, federal funds sold and securities available for sale that are not pledged. The book value of the aggregate of these assets totaled $82.4 million at September 30, 2004 compared to $107.9 million at December 31, 2003. We believe our liquidity sources to be stable and adequate.

     Because our primary sources and uses of funds are loans and deposits, the relationship between gross loans and total deposits provides a useful measure of our liquidity. Typically, higher the ratio of loans to deposits, the more we rely on our loan portfolio to provide for short-term liquidity needs. Because repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loan to deposit ratio, the less liquid are our assets. At September 30, 2004, our gross loan to deposit ratio was 94%.

Item 3. Quantitative and qualitative disclosures about market risk    

     The objective of our asset and liability management activities is to improve our earnings by adjusting the type and mix of assets and liabilities to effectively address changing condition and risks. Through overall management of our balance sheet and by controlling various risks, we seek to optimize our financial returns within safe and sound parameters. Our operating strategies for attaining this objective include managing net interest margin through appropriate risk/return pricing of asset and liabilities and emphasizing growth in retail deposits, as a percentage of interest-bearing liabilities, to reduce our cost of funds. We also seek to improve earnings by controlling non-interest expense, and enhancing non-interest income. We also use risk management instruments to modify interest rate characteristic of certain assets and liabilities to hedge against our exposure to interest rate fluctuations, reducing the effects these fluctuations might have on associated cash flows or values. Finally, we perform internal analyses to measure, evaluate and monitor risk.

     Interest Rate Risk

     Interest rate risk is the most significant market risk impacting us. Market risk is the risk of loss to future earnings, to fair values, or to future cash flow that may result from changes in the price of a financial instrument. Interest rate risk occurs when interest rate sensitive assets and liabilities do not reprice simultaneously and in equal volume. A key objective of asset and liability management is to manage interest rate risk associated with changing asset and liability cash flows and values and market interest rate movements. The management of interest risk is governed by policies reviewed and approved annually by the Board of Directors. Our Board delegates responsibility for interest risk management to the Asset and Liability Management Committee (“ALCO”), which is composed of Nara Bank’s senior executives and other designated officers.

     The fundamental objective of the ALCO is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital. The ALCO meets regularly to monitor the interest rate risk, the sensitivity of our assets and liabilities to interest rate changes, the book and market values of assets and liabilities, the investment activities and the changes in the composition of the balance sheet. Our strategy has been to reduce the sensitivity of our earnings to interest rate fluctuations by more closely matching the effective maturities or repricing characteristics of our assets and liabilities. Certain assets and liabilities, however, may react in different degrees to changes in market interest rates. Furthermore, interest rates on certain types of assets and liabilities may fluctuate prior to the changes in market interest rates, while the rates on other types may lag. We consider the anticipated effects of these factors when implementing our interest rate risk management objectives.

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Table of Contents

     Swaps

     As part of our asset and liability management strategy, we may engage in derivative financial instruments, such as interest rate swaps, with the overall goal of minimizing the impact of interest rate fluctuations on our net interest margin. Interest rate swaps involve the exchange of fixed-rate and variable-rate interest payment obligations without the exchange of the underlying notional amounts. During 2002, we entered into eight different interest rate swap agreements.

     Under the swap agreements, we receive a fixed rate and pay a variable rate based on H.15 Prime. The swaps qualify as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, and are designated as hedges of the variability of cash flows we receive from certain of our Prime-indexed loans. In accordance with SFAS No. 133, these swap agreements are measured at fair value and reported as assets or liabilities on the consolidated statement of financial condition. The portion of the change in the fair value of the swaps that is deemed effective in hedging the cash flows of the designated assets are recorded in accumulated other comprehensive income (“OCI”) and reclassified into interest income when such cash flows occur in the future. Any ineffectiveness resulting from the hedges is recorded as a gain or loss in the consolidated statement of income as a part of non-interest income or loss. As of September 30, 2004, the amounts in accumulated OCI associated with these cash flows totaled a gain of $445,009 (net of tax of $296,672), of which $130,589 is expected to be reclassified into interest income within the next 12 months.

     During the third quarter of 2004 and 2003, interest income received from swap counterparties were $723,562 and $893,278, respectively. During the nine months of 2004 and 2003, interest income received from swap counterparties were $2.5 million. At September 30, 2004 and 2003, we pledged as collateral to the interest rate swap counterparties agency securities with a book value of $2.0 million and real estate loans of $2.1 million.

     Interest Rate Sensitivity

     Our monitoring activities related to managing interest rate risk include both interest rate sensitivity “gap” analysis and the use of a simulation model. While traditional gap analysis provides a simple picture of the interest rate risk embedded in the balance sheet, it provides only a static view of interest rate sensitivity at a specific point in time and does not measure the potential volatility in forecasted results relating to changes in market interest rates over time. Accordingly, we combine the use of gap analysis with the use of a simulation model, which provides a dynamic assessment of interest rate sensitivity.

     The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets anticipated to reprice within a specific time period and the amount of interest-bearing liabilities anticipated to reprice within that same time period. A gap is considered positive when the amount of interest rate sensitive assets repricing within a specific time period exceeds the amount of interest-bearing liabilities repricing within that same time period. Positive cumulative gaps suggest that earnings will increase when interest rates rise. Negative cumulative gap suggest that earnings will increase when interest rates fall.

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Table of Contents

    The following table shows our gap position as of September 30, 2004

                                         
    0-90 days
  91-365 days
  1-5 years
  Over 5 yrs
  Total
    (Dollars in thousands)
Total Investments
    41,451       16,641       49,911       52,340       160,343  
Total Loans
    1,069,670       30,142       59,946       20,039       1,179,797  
 
   
 
     
 
     
 
     
 
     
 
 
Rate Sensitive Assets
    1,111,121       46,783       109,857       72,379       1,340,140  
DEPOSITS
                                       
TCD, $100M +
    147,985       184,066       4,597             336,648  
TCD, less than 100M
    34,996       45,411       916       85       81,408  
MMDA
    368,401                         368,401  
NOW
    13,163                         13,163  
Savings
    90,839       13,138       13,216       2,603       119,796  
Other Liabilities
                                       
FHLB Borrowings
          5,000       5,000             10,000  
Junior Subordinated Debentures
                      39,268       39,268  
Rate Sensitive Liabilities
    655,384       247,615       23,729       41,956       968,684  
Interest Rate Swap
    (140,000 )           90,000       50,000        
Periodic GAP
    315,737       (200,832 )     176,128       80,423          
Cumulative GAP
    315,737       114,905       291,033       371,456          

     The simulation model discussed above also provides our ALCO with the ability to simulate our net interest income. In order to measure, at September 30, 2004, the sensitivity of our forecasted net interest income to changing interest rates, both a rising and falling interest scenario were projected and compared to a base market interest rate forecasts. One application of our simulation model measures the impact of market interest rate changes on the net present value of estimated cash flows from our assets and liabilities, defined as our market value of equity. This analysis assesses the changes in market values of interest rate sensitive financial instruments that would occur in response to an instantaneous and sustained increase in market interest rates.

     At September 30, 2004, our net interest income and market value of equity exposed to these hypothetical changes in market interest rates are illustrated in the following table.

                 
    Estimated Net   Market Value
Simulated   Interest Income   Of Equity
Rate Changes
  Sensitivity
  Volatility
+200 basis points     17.93 %     (13.35 )%
+100 basis points     8.94 %     (6.75 )%
-100 basis points     (8.83 )%     4.50 %
-200 basis points     (17.01 )%     10.39 %

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Table of Contents

Item 4.   Controls and Procedures

     We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules.

     There have been no significant changes in the our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of the evaluation.

PART II
OTHER INFORMATION

Item 1.   Legal Proceedings

     We are a party to routine litigation incidental to our business, none of which is considered likely to have a material adverse effect on us.

Item 2.   Unregistered Sale of Equity Securities and Use of Proceeds
 
    (a) — (c) None.

Item 3.   Defaults upon Senior Securities
 
    None

Item 4.   Submission of Matters to a vote of Security Holders
 
    None

Item 5.   Other information
 
    None

Item 6.   Exhibits
 
(a)   Exhibits

     The exhibits listed on the accompanying index to exhibits are filed or incorporated by reference (as stated herein) as part of this Quarterly Report on Form 10-Q.

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SIGNATURES

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.
         
  NARA BANCORP, INC.
 
 
Date: November 8, 2004  /s/ Benjamin Hong    
  Benjamin Hong   
  President and Chief Executive Officer
(Principal executive officer) 
 
 
         
     
Date: November 8, 2004  /s/ Timothy Chang    
  Timothy Chang   
  Chief Financial Officer
(Principal financial officer) 
 

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INDEX TO EXHIBITS

     
Number
  Description of Document
3.1
  Certificate of Incorporation of Nara Bancorp, Inc. 1
3.1.1
  Certificate of Amendment to Certificate of Incorporation dated June 1, 2004 *
3.2
  Bylaws of Nara Bancorp, Inc. 1
3.3
  Amended Bylaws of Nara Bancorp, Inc. 3
4.1
  Form of Stock Certificate of Nara Bancorp, Inc. 2
32.1
  Certification of CEO and CFO pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 *


1.   Incorporated by reference to Exhibits filed with our Statement on Form S-4 filed with the Commission on November 16, 2000.
 
2.   Incorporated by reference to Exhibits filed with our Statement on Form S-4 filed with the Commission on December 5, 2000.
 
3.   Incorporated by reference to Exhibits filed with our Statement on Form 10-Q filed with the Commission on August 14, 2002.
 
*   Filed herein

42

EX-31.1 2 v03041exv31w1.htm EXHIBIT 31.1 exv31w1
 

Exhibit 31.1

CERTIFICATION

I, Benjamin Hong, certify that:

  1.   I have reviewed this quarterly report on Form 10-Q of Nara Bancorp, Inc. (“the Company”);
 
  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and or, the period presented in this quarterly report;
 
  4.   The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13A-14 and 15d-14) for the registrant and we have:

  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and
 
  c)   Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  5.   The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting
         
     
Dated: November 8, 2004  /s/ Benjamin Hong    
  Benjamin Hong   
  President and Chief Executive Officer   

 

EX-31.2 3 v03041exv31w2.htm EXHIBIT 31.2 exv31w2
 

         

Exhibit 31.2

CERTIFICATION

I, Timothy Chang, certify that:

  1.   I have reviewed this quarterly report on Form 10-Q of Nara Bancorp, Inc. (“the Company”);
 
  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and or, the period presented in this quarterly report;
 
  4.   The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13A-14 and 15d-14) for the registrant and we have:

  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and
 
  c)   Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  5.   The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting
         
     
Date: November 8, 2004  /s/ Timothy Chang    
  Timothy Chang   
  Senior Vice President and Chief Financial Officer   

 

EX-32.1 4 v03041exv32w1.htm EXHIBIT 32.1 exv32w1
 

         

EXHIBIT 32.1

Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C 1350, as adopted), Benjamin Hong, Chief Executive Officer of Nara Bancorp, Inc. (the “Company”) and Timothy Chang, Chief Financial Officer of the Company hereby certifies that, to the best of their knowledge:

  1.   The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and to which this Certification is attached as Exhibit 99.1 (the “Periodic Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and
 
  2.   The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
  IN WITNESS WHEREOF, the undersigned have set their hands hereto as of the 8th day of November 2004.
         
     
  /s/ Benjamin Hong    
  Chief Executive Officer   
     
 
         
     
  /s/ Timothy Chang    
  Chief Financial Officer   
     
 

 

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