-----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, FYa/77qcHPJOQPq/EV+6ov/mi/mO1wjgaDCGOolLOIni7I/ZYM0XLHkExxjks2eL p7rR3whtAyHTkv0EYXTptg== 0001193125-05-226050.txt : 20051117 0001193125-05-226050.hdr.sgml : 20051117 20051114174812 ACCESSION NUMBER: 0001193125-05-226050 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER FINANCIAL CORP CENTRAL INDEX KEY: 0001174820 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522380548 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50050 FILM NUMBER: 051203375 BUSINESS ADDRESS: STREET 1: 3435 WILSHIRE BLVD STREET 2: STE 700 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2132512222 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

 

Commission file number: 000-50050

 


 

Center Financial Corporation

(Exact name of Registrant as specified in its charter)

 


 

California   52-2380548
(State of Incorporation)   (IRS Employer Identification No)

 

3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010

(Address of principal executive offices)

 

(213) 251-2222

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

¨  Yes    x  No

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

x  Yes     ¨  No

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

¨  Yes    x  No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of October 31, 2005, there were 16,432,259 outstanding shares of the issuer’s Common Stock with no par value.

 



Table of Contents

FORM 10-Q

 

Index

 

PART I - FINANCIAL INFORMATION

   5

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   5

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   10

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   21

FORWARD-LOOKING STATEMENTS

   21

SUMMARY OF FINANCIAL DATA

   24

EARNINGS PERFORMANCE ANALYSIS

   25

FINANCIAL CONDITION ANALYSIS

   36

LIQUIDITY AND MARKET RISK/INTEREST RISK MANAGEMENT

   48

CAPITAL RESOURCES

   50

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   52

ITEM 4: CONTROLS AND PROCEDURES

   52

PART II - OTHER INFORMATION

   54

ITEM 1: LEGAL PROCEEDINGS

   54

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

   54

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

   54

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

   54

ITEM 5: OTHER INFORMATION

   55

ITEM 6: EXHIBITS

   56

SIGNATURES

   57

 

2


Table of Contents

2005 Restatement

 

On August 3, 2005, the Audit Committee of Center Financial Corporation (the “Company”) concluded that the Company would be required to restate its previously issued financial statements as of and for the years ended December 31, 2004, 2003, and 2002 and for each of the quarters in the years 2004 and 2003, and that these financial statements should not be relied upon. As a result, the Company is in the process of restating the above financial statements and amending its previously filed Annual Report on Form 10-K for the year ended December 31, 2004, as well as Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2005, and expects to file such amended reports in the near future. The Company filed a Current Report on Form 8-K with respect to this matter on August 9, 2005.

 

The restatements for the periods mentioned relate to the accounting for the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. This conclusion by the Audit Committee followed a regularly scheduled review of the Company’s second quarter 2005 financial statements, during which Management determined that the Company’s prime rate indexed interest rate swaps did not qualify for hedge accounting treatment under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“FAS 133”). Previously, until October 1, 2004, the Company’s interest rate swaps had been accounted for under FAS 133 using hedge accounting treatment. Effective October 1, 2004, management determined that the swaps did not qualify for hedge accounting treatment under FAS 133. Management subsequently determined that hedge accounting under FAS 133 was not appropriate from the inception of the swaps in 2001. After further discussion and analysis, Management and the Audit Committee agreed that the Company’s previously reported financial results should be restated to eliminate hedge accounting for the swaps for 2001 through 2004.

 

Further, at the beginning of the second quarter of 2005, the Company again initiated effectiveness testing to support its use of hedge accounting beginning in that quarter. In September 2005, the method of effectiveness testing used was determined to be inappropriate for the type of assets being hedged. The Company’s Form 10-Q filed on August 15, 2005 for the quarter ended June 30, 2005 reflected the restatement described above, but also included the use of hedge accounting treatment for the second quarter of 2005. The preliminary restated information contained in this Form 10-Q also reflects the restatement of at period’s earnings to eliminate the use of hedge accounting treatment for that quarter.

 

The restatements are expected to result in changes to reported income and expense. It is not expected that the effects of the restatements on the Company’s statements of financial condition and cash flows will be material for any of the periods involved, as the results of the restatement relating to hedge accounting will not change the Company’s total shareholders’ equity, only the components thereof.

The financial information included in this filing has been restated as described. However, an independent public accountant has not completed a review of the financial statements in accordance with SEC rules. Therefore, the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by SEC rules to be filed as exhibits to this report on Form 10-Q have not been included with this filing.

The purpose of the restatements is to eliminate hedge accounting for the interest rate swaps during the affected periods. Hedge accounting allows a company to mark the swap contracts to market each month through the Other Comprehensive Earnings section of Shareholders’ Equity. Subsequently, the balance of Other Comprehensive Earnings for swaps is amortized against future net income. Eliminating hedge accounting reverses that treatment and recognizes the mark to market adjustment in current earnings.

We have also determined that a control deficiency related to accounting for these derivatives constituted a material weakness in our internal control over financial reporting. See Item 4 below.

 

The restatement and its expected effects on the Company’s earnings for the years 2001 through 2004, each of the calendar quarters in 2004, and the quarters ended March 31 and June 30, 2005, are set forth in the tables

 

3


Table of Contents

below. The effects of the restatement on earnings for the three and nine months ended September 30, 2005 and 2004 are set forth in Note 14 to the consolidated financial statements included herein. The results of the restatement relating to hedge accounting are not expected to change the Company’s total shareholders’ equity, only the components thereof.

 

Through the second quarter of 2005, we expect the restatement to have the following effect on our earnings:

 

           For the Three
Months Ended


    For the Years Ended December 31,

 
     Cumulative
Effect


    June 30,
2005


    March 31,
2005


    2004

    2003

    2002

    2001*

 
     (Dollars in
thousands)
       

INCREASE (DECREASE) IN:

                                                        

Interest Income

   $ (4,297 )   $ (25 )   $ —       $ (1,337 )   $ (1,946 )   $ (924 )   $ (65 )

Interest Expense

     —         —         —         —         —         —         —    
    


 


 


 


 


 


 


Net interest income before
provision for loan losses

     (4,297 )     (25 )     —         (1,337 )     (1,946 )     (924 )     (65 )

Provision for Loan Losses

     —         —         —         —         —         —         —    
    


 


 


 


 


 


 


Net interest income

     (4,297 )     (25 )     —         (1,337 )     (1,946 )     (924 )     (65 )

Non interest income

     (3 )     —         (3 )     —         —         —         —    

Non interest expense

     (4,483 )     188       157       27       (2,188 )     (2,794 )     127  
    


 


 


 


 


 


 


Income before income
tax expense

     183       (213 )     (160 )     (1,364 )     242       1,870       (192 )

Income tax expense

     76       (90 )     (68 )     (574 )     102       786       (80 )
    


 


 


 


 


 


 


Net Income

   $ 107     $ (123 )   $ (92 )   $ (790 )   $ 140     $ 1,084     $ (112 )
    


 


 


 


 


 


 


Earnings per share:

                                                        

Basic

   $ 0.00       (0.01 )   $ (0.01 )   $ (0.05 )   $ 0.01     $ 0.07     $ (0.01 )
    


 


 


 


 


 


 


Diluted

   $ 0.00       (0.01 )   $ (0.01 )   $ (0.05 )   $ 0.01     $ 0.07     $ (0.01 )
    


 


 


 


 


 


 



* The effect is for both the fourth quarter of 2001 and the year ended December 31, 2001.

 

For the four quarters of 2004, we expect the restatement to have the following effect on our earnings:

 

    

Year end
Cumulative

Effect


    For the Quarters of 2004 Ended

 
       March 31,

    June 30,

    September 30,

    December 31,

 
     (Dollars in thousands)  

INCREASE (DECREASE) IN:

                                        

Interest Income

   $ (1,337 )   $ (475 )   $ (475 )   $ (387 )   $ —    

Interest Expense

     —         —         —         —         —    
    


 


 


 


 


Net interest income before provision for loan losses

     (1,337 )     (475 )     (475 )     (387 )     —    

Provision for Loan Losses

     —         —         —         —         —    
    


 


 


 


 


Net interest income

     (1,337 )     (475 )     (475 )     (387 )     —    

Non interest income

     —         —         —         —         —    

Non interest expense

     27       (1,009 )     1,511       (635 )     160  
    


 


 


 


 


Income before income tax expense

     (1,364 )     534       (1,986 )     248       (160 )

Income tax expense

     (574 )     224       (835 )     105       (68 )
    


 


 


 


 


Net Income

   $ (790 )   $ 310     $ (1,151 )   $ 143     $ (92 )
    


 


 


 


 


Earnings per share:

                                        

Basic

   $ (0.05 )   $ 0.02     $ (0.07 )   $ 0.01     $ (0.01 )
    


 


 


 


 


Diluted

   $ (0.05 )   $ 0.02     $ (0.07 )   $ 0.01     $ (0.01 )
    


 


 


 


 


 

 

4


Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

 

     (Unaudited)

    (Restated)

 
     09/30/2005

    12/31/2004

 
     (Dollars in thousands)  
ASSETS                 

Cash and due from banks

   $ 87,289     $ 63,564  

Federal funds sold

     43,575       35,915  

Money market funds and interest-bearing deposits in other banks

     5,064       3,663  
    


 


Cash and cash equivalents

     135,928       103,142  

Securities available for sale, at fair value

     190,053       157,027  

Securities held to maturity, at amortized cost (fair value of $11,049 as of September 30, 2005 and $11,553 as of December 31, 2004)

     11,014       11,396  

Federal Home Loan Bank and other equity stock, at cost

     5,373       3,905  

Loans, net of allowance for loan losses of $13,379 as of September 30, 2005 and $11,227 as of December 31, 2004

     1,178,209       995,950  

Loans held for sale, at the lower of cost or market

     20,056       14,523  

Premises and equipment, net

     13,461       11,695  

Customers’ liability on acceptances

     6,535       8,505  

Accrued interest receivable

     6,040       4,894  

Deferred income taxes, net

     7,034       7,108  

Investments in affordable housing partnerships

     3,880       3,857  

Cash surrender value of life insurance

     10,711       10,430  

Goodwill

     1,253       1,253  

Intangible assets

     386       426  

Other assets

     4,867       4,003  
    


 


Total

   $ 1,594,800     $ 1,338,114  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                 

Liabilities:

                

Deposits:

                

Noninterest-bearing

   $ 410,767     $ 347,195  

Interest-bearing

     977,803       818,341  
    


 


Total deposits

     1,388,570       1,165,536  

Acceptances outstanding

     6,535       8,505  

Accrued interest payable

     5,824       3,681  

Other borrowed funds

     63,119       44,854  

Long-term subordinated debentures

     18,557       18,557  

Accrued expenses and other liabilities

     5,174       6,261  
    


 


Total liabilities

     1,487,779       1,247,394  

Commitments and Contingencies

                

Shareholders’ Equity

                

Serial preferred stock, no par value; authorized 10,000,000 shares; issued and outstanding, none

     —         —    

Common stock, no par value; authorized 40,000,000 shares; issued and outstanding, 16,426,663 as of September 30, 2005 and 16,283,496 as of December 31, 2004

     65,544       64,785  

Retained earnings

     42,279       26,290  

Accumulated other comprehensive loss, net of tax

     (802 )     (355 )
    


 


Total shareholders’ equity

     107,021       90,720  
    


 


Total

   $ 1,594,800     $ 1,338,114  
    


 


 

See accompanying notes to interim consolidated financial statements.

 

5


Table of Contents

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

 

     (Unaudited)

    (Restated and
Unaudited)


 
    

Three Months Ended

September 30,


   

Nine Months Ended

September 30,


 
     2005

   2004

    2005

   2004

 
     (Dollars in thousands, except per share data)  

Interest and Dividend Income:

                              

Interest and fees on loans

   $ 22,295    $ 13,592     $ 59,932    $ 36,046  

Interest on federal funds sold

     292      364       651      527  

Interest on taxable investment securities

     1,571      833       4,274      2,485  

Interest on tax-advantaged investment securities

     83      124       230      427  

Dividends on equity stock

     57      49       144      111  

Money market funds and interest-earning deposits

     39      2       89      104  
    

  


 

  


Total interest and dividend income

     24,337      14,964       65,320      39,700  

Interest Expense:

                              

Interest on deposits

     7,397      3,748       17,884      9,881  

Interest on borrowed funds

     184      101       716      371  

Interest on long-term subordinated debenture

     295      203       833      568  
    

  


 

  


Total interest expense

     7,876      4,052       19,433      10,820  
    

  


 

  


Net interest income before provision for loan losses

     16,461      10,912       45,887      28,880  

Provision for loan losses

     930      700       2,630      2,150  
    

  


 

  


Net interest income after provision for loan losses

     15,531      10,212       43,257      26,730  

Noninterest Income:

                              

Customer service fees

     2,268      2,340       6,931      6,250  

Fee income from trade finance transactions

     905      1,053       2,736      2,671  

Wire transfer fees

     220      204       675      602  

Gain on sale of loans

     555      2,403       1,820      3,670  

Net (loss) gain on sale of securities available for sale

     —        (9 )     51      (15 )

Loan service fees

     696      514       1,555      1,523  

Other income

     994      367       1,921      1,146  
    

  


 

  


Total noninterest income

     5,638      6,872       15,689      15,847  

Noninterest Expense:

                              

Salaries and employee benefits

     4,903      4,487       13,880      11,844  

Occupancy

     767      634       2,336      1,843  

Furniture, fixtures, and equipment

     515      352       1,330      1,002  

Data processing

     534      675       1,476      1,649  

Professional service fees

     1,061      1,181       2,967      2,486  

Business promotion and advertising

     749      580       2,065      1,505  

Stationery and supplies

     206      147       619      380  

Telecommunications

     144      114       443      397  

Postage and courier service

     188      171       538      458  

Security service

     215      221       587      543  

Impairment loss of securities available for sale

     —        1,329       —        1,869  

Loss on termination of interest rate swap

     —        —         306      —    

(Gain) or loss on interest rate swaps

     129      (635 )     248      (132 )

Other operating expenses

     989      926       2,635      2,624  
    

  


 

  


Total noninterest expense

     10,400      10,182       29,430      26,468  
    

  


 

  


Income before income tax provision

     10,769      6,902       29,516      16,109  

Income tax provision

     4,238      2,655       11,562      6,158  
    

  


 

  


Net income

   $ 6,531    $ 4,247     $ 17,954    $ 9,951  
    

  


 

  


Earnings per share:

                              

Basic

   $ 0.40    $ 0.26     $ 1.10    $ 0.62  

Diluted

   $ 0.40    $ 0.26     $ 1.08    $ 0.60  

 

See accompanying notes to interim consolidated financial statements.

 

6


Table of Contents

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

 

     Common Stock

   Retained
Earnings


    Accumulated
Other
Comprehensive
Income (Loss)


    Total
Shareholders’
Equity


 
     Number of
Shares


   Amount

      
     (Dollars and Share Numbers in thousands)  

BALANCE, JANUARY 1, 2004 (RESTATED)

   16,048    $ 63,438    $ 15,299     $ (476 )   $ 78,261  

Comprehensive income

                                    

Net income

                 14,224               14,224  

Other comprehensive income

                                    

Change in unrealized gain, net of tax expense (benefit) of $88:

                                    

Securities available for sale

                         121       121  
                                   —    
                                


Comprehensive income

                                 14,345  
                                


Stock options exercised

   235      933                      933  

Tax benefit from stock options exercised and acceleration of stock options

          414                      414  

Cash dividends ($0.20 per share)

   —        —        (3,233 )     —         (3,233 )
    
  

  


 


 


BALANCE, DECEMBER 31, 2004 (RESTATED)

   16,283      64,785      26,290       (355 )     90,720  
    
  

  


 


 


Comprehensive income

                                    

Net income

                 17,954               17,954  

Other comprehensive income

                                    

Change in unrealized (loss), net of tax (benefit) expense of $(325) on:

                                    

Securities available for sale

                         (447 )     (447 )

Stock options exercised

   144      759                      759  

Cash dividends declared and paid ($0.08 per share)

   —        —        (1,965 )     —         (1,965 )
    
  

  


 


 


BALANCE, SEPTEMBER 30, 2005

   16,427    $ 65,544    $ 42,279     $ (802 )   $ 107,021  
    
  

  


 


 


 

 

See accompanying notes to interim consolidated financial statements.

(Continued)

 

7


Table of Contents

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

 

Disclosures of reclassification amounts for the nine months ended September 30, 2005 and for the year ended December 31, 2004:

 

     (Unaudited)

    (Restated and
Unaudited)


 
     9/30/2005

    12/31/2004

 
     (Dollars in thousands)  

Unrealized (loss) on securities available for sale:

                

Unrealized holding (loss) arising during period, net of tax expense (benefit) of $(303) in 2005 and $(870) in 2004

   $ (417 )   $ (1,199 )

Less reclassification adjustments for (gain) loss included in net income, net of tax (benefit) expense of ($22) in 2005 and $958 in 2004

     (30 )     1,320  
    


 


Net change in unrealized (loss) on securities available for sale, net of tax (benefit) expense of ($325) in 2005 and $88 in 2004

   $ (447 )   $ 121  
    


 


 

 

 

 

See accompanying notes to interim consolidated financial statements.

(Concluded)

    

 

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Table of Contents

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

 

     (Unaudited)

    (Restated and
Unaudited)


 
     09/30/2005

    09/30/2004

 
     (Dollars in thousands)  

Cash flows from operating activities:

                

Net income

   $ 17,954     $ 9,951  

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

                

Acceleration stock options

     —         (289 )

Mark to market adjustments on interest rate swaps

     365       1,204  

Depreciation and amortization

     1,188       993  

Amortization of premium, net of accretion of discount, on securities available for sale and held to maturity

     31       524  

Provision for loan losses

     2,630       2,150  

Impairment of securities available for sale

     —         1,869  

Net gain on disposal of premises and equipment

     —         99  

Net loss (gain) on sale of securities available for sale

     (51 )     15  

Originations of SBA loans held for sale

     (16,685 )     (15,784 )

Gain on sale of loans

     (1,820 )     (3,670 )

Proceeds from sale of SBA loans

     49,617       59,064  

Deferred tax provision

     399       —    

Federal Home Loan Bank stock dividend

     (129 )     (76 )

Increase in accrued interest receivable

     (1,146 )     (796 )

Net increase in cash surrender value of life insurance policy

     (281 )     (306 )

Increase in other assets and servicing assets

     (824 )     (88 )

Increase in accrued interest payable

     2,143       315  

Decrease in accrued expenses and other liabilities

     (1,453 )     (1,571 )
    


 


Net cash provided by operating activities

     51,938       53,604  
    


 


Cash flow from investing activities:

                

Purchase of securities available for sale

     (135,744 )     (42,291 )

Proceeds from principal repayment, matured, or called securities available for sale

     88,485       21,268  

Proceeds from sale of securities available for sale

     13,506       4,709  

Purchase of securities held to maturity

     (1,403 )     —    

Proceeds from matured, called or principal repayment on securities held to maturity

     1,760       3,422  

Purchase of Federal Home Loan Bank and other equity stock

     (1,339 )     (1,216 )

Net increase in loans

     (221,654 )     (246,082 )

Proceeds from recoveries of loans previously charged off

     120       510  

Purchases of premises and equipment

     (2,954 )     (1,244 )

Cash acquired from purchase of Chicago branch

     —         3,848  

Net increase in investments in affordable housing partnerships

     (23 )     (220 )
    


 


Net cash used in investing activities

     (259,246 )     (257,296 )
    


 


Cash flow from financing activities:

                

Net increase in deposits

     223,035       197,944  

Net increase in other borrowed funds

     18,265       9,105  

Proceeds from stock options exercised

     759       828  

Payment of cash dividend

     (1,965 )     (1,933 )
    


 


Net cash provided by financing activities

     240,094       205,944  
    


 


Net increase in cash and cash equivalents

     32,786       2,252  

Cash and cash equivalents, beginning of year

     103,142       140,961  
    


 


Cash and cash equivalents, end of year

   $ 135,928     $ 143,213  
    


 


Supplemental disclosure of cash flow information:

                

Interest paid

   $ 17,290     $ 10,466  

Income taxes paid

   $ 13,083     $ 8,664  

 

See accompanying notes to interim consolidated financial statements.

 

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CENTER FINANCIAL CORPORATION

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

1. THE BUSINESS OF CENTER FINANCIAL CORPORATION

 

The financial information included in this filing has been restated as described. However, an independent public accountant has not completed a review of the financial statements in accordance with SEC rules. Therefore, the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by SEC rules to be filed as exhibits to this report on Form 10-Q have not been included with this filing.

 

Center Financial Corporation (“Center Financial”) is a bank holding company headquartered in Los Angeles, California which was incorporated on April 19, 2000 and acquired all of the issued and outstanding shares of Center Bank (the “Bank”) in October 2002. Center Financial’s direct subsidiaries include the Bank and Center Capital Trust I. Center Capital Trust is a Delaware statutory business trust formed in December 2003 for the exclusive purpose of issuing and selling capital trust pass-through securities. Center Financial exists primarily for the purpose of holding the stock of the Bank and of other subsidiaries. Center Financial, the Bank, and the subsidiary of the Bank (“CB Capital Trust”) discussed below, are collectively referred to herein as the “Company.”

 

The Bank is a California state-chartered and FDIC-insured financial institution, which was incorporated in 1985 and commenced operations in March 1986. The Bank changed its name from California Center Bank to Center Bank in December 2002. The Bank’s headquarters are located at 3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010. The Bank is a community bank providing comprehensive financial services for small to medium sized business owners, mostly in Southern California. The Bank specializes in commercial loans, which are mostly secured by real property, to multi-ethnic and small business customers. In addition, the Bank is a Preferred Lender of Small Business Administration (“SBA”) loans and provides trade finance loans and other international banking products. The Bank’s primary market is the greater Los Angeles metropolitan area, including Orange, San Bernardino, and San Diego counties in California and Cook County in Illinois, primarily focused in areas with high concentrations of Korean-Americans. The Bank currently has sixteen full-service branch offices located in Los Angeles, Orange, San Bernardino, and San Diego counties in California, Cook County in Illinois and Seattle. The Bank opened 14 of its branches as de novo branches. On April 26, 2004, the Company completed its acquisition of the Korea Exchange Bank (KEB) Chicago branch in Cook County, Illinois, the Bank’s first out-of-state branch, which focuses on the Korean-American niche market in Chicago. The Company assumed $12.9 million in FDIC insured deposits and purchased $8.0 million in loans from the KEB Chicago branch. The Company opened its fifteenth and sixteenth branches in the San Fernando Valley, in Los Angeles, California and in Seattle, Washington on December 20, 2004 and May 5, 2005, respectively. The Bank also operates nine Loan Production Offices (“LPOs”) in Phoenix, Seattle, Denver, Washington D.C., Las Vegas, Atlanta, Honolulu, Houston and Dallas. During the third quarter of 2004, the Company opened LPOs in Atlanta and Honolulu. New LPOs in Houston and Dallas started operation in late October 2004. The Company has also obtained regulatory approvals to expand its branch network in Southern California with a new office in Irvine.

 

CB Capital Trust, a Maryland real estate investment trust (“REIT”) which is a consolidated subsidiary of the Bank, was formed in August 2002 for the primary business purpose of investing in the Bank’s real-estate related assets, and enhancing and strengthening the Bank’s capital position and earnings primarily through tax advantaged income from such assets. On December 31, 2003, the California Franchise Tax Board issued an opinion listing bank-owned REITs as potentially abusive tax shelters subject to possible penalties, and stating that REIT consent dividends are not deductible for California state income tax purposes. In view of this opinion, it appears that the REIT will not be able to fulfill its original intended purposes, and Management is in the process of determining whether or not to utilize the REIT for any other purpose. Management has considered using the REIT to issue additional preferred stock to enhance the Company’s capital; however based on current market conditions and pricing this is an expensive option in comparison to capital trust pass-through securities.

 

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Further, REIT-issued preferred stock would not receive the same preferential treatment as capital trust pass-through securities for regulatory risk-based capital purposes.

 

Center Financial’s principal source of income is currently dividends from the Bank, but Center Financial intends to explore supplemental sources of income in the future. The expenses of Center Financial, including the payment of dividends to shareholders, if and when declared by the Board of Directors, the cost of servicing debt, legal and accounting professional fees, and Nasdaq listing fees, have been and will generally be paid from dividends paid to Center Financial by the Bank.

 

2. BASIS OF PRESENTATION

 

We are in the process of restating our financial statements and other financial information for the years 2001 through 2004, each of the calendar quarters in 2004, and the quarters ended March 31 and June 30, 2005, to reflect a change in the accounting treatment of the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. See “2005 Restatement” at the beginning of this report and Note 14 below for further information.

 

The consolidated financial statements include the accounts of Center Financial, the Bank, and CB Capital Trust. Intercompany transactions and accounts have been eliminated in consolidation. Center Capital Trust I is not consolidated as disclosed in Note 7.

 

The interim consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The information furnished in these interim statements reflects all adjustments which are, in the opinion of Management, necessary for the fair statement of results for the periods presented. All adjustments are of a normal and recurring nature. Results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results which may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report).

 

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

Accounting policies are fully described in Note 2 to the consolidated financial statements contained in Center Financial’s Annual Report on Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report), and there have been no material changes noted.

 

4. RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement of Position No. 03-3 (“SOP 03-3”), Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 addresses the accounting for differences between contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased loans or debt securities experience subsequent

 

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deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows subsequently are expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 is effective for loans and debt securities acquired by the Company after December 15, 2004. Upon adoption on January 1, 2005, there was no impact on the Company’s financial position, results of operations, or cash flows.

 

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance and is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. This revision of SFAS No. 123 eliminates the ability for public companies to measure share-based compensation transactions at the intrinsic value as allowed by APB Opinion No. 25, and requires that such transactions be accounted for based on the grant date fair value of the award. This Statement also amends SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Under the intrinsic value method allowed under APB Opinion No. 25, the difference between the quoted market price as of the date of the grant and the contractual purchase price of the share is charged to operations over the vesting period, and no compensation expense is recognized for fixed stock options with exercise prices equal to the market price of the stock on the dates of grant. Under the fair value based method as prescribed by SFAS No. 123R, the Company is required to charge the value of all newly granted stock-based compensation to expense over the vesting period based on the computed fair value on the grant date of the award. The Statement does not specify a valuation technique to be used to estimate the fair value but states that the use of option-pricing models such as a lattice model (i.e. a binomial model) or a closed-end model (i.e. the Black-Scholes model) would be acceptable.

 

The Company will adopt this Standard effective January 1, 2006, using the modified prospective method, recording compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Currently, the Company does not recognize compensation expense for stock-based compensation. Management does not anticipate that this will have a material effect on the Company’s results of operations, financial position or cash flows. Had the Company adopted SFAS No. 123R in prior periods, the impact on net income and earnings per share would have been similar to the pro forma net income and earnings per share in accordance with SFAS No. 123 as subsequently disclosed in the following footnote.

 

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, that addresses accounting for changes in accounting principle, changes in accounting estimates and changes required by an accounting pronouncement in the instance that the pronouncement does not include specific transition provisions and error correction. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle and error correction unless impracticable to do so. SFAS No. 154 states an exception to retrospective application when a change in accounting principle, or the method of applying it, may be inseparable from the effect of a change in accounting estimate. When a change in principle is inseparable from a change in estimate, such as depreciation, amortization or depletion, the change to the financial statements is to be presented in a prospective manner. SFAS No. 154 and the required disclosures are effective for accounting changes and error corrections in fiscal years beginning after December 15, 2005.

 

In June 2005, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment, and directed the staff to issue proposed FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-1-a, Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, as final. The final FSP will supersede EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, and EITF Topic No. D-44, Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value. The final FSP (retitled FSP FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments) will replace the guidance set forth in paragraphs 10-18 of EITF Issue 03-1 with references to existing other-than-temporary impairment guidance, such as SFAS No. 115, Accounting for Certain Investments in Debt and Equity

 

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Securities, SEC Staff Accounting Bulletin No. 59, Accounting for Noncurrent Marketable Equity Securities , and APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. FSP FAS 115-1 will codify the guidance set forth in EITF Topic D-44 and clarify that an investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made. FSP FAS 115-1 will be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. Adoption of this standard is not expected to have a significant impact on the Company’s stockholders’ equity.

 

5. STOCK BASED COMPENSATION

 

At September 30, 2005, the Company had stock-based employee compensation plans, which are described more fully in Note 14 to the Consolidated Financial Statements included in Center Financial’s Annual Report on Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report). The Company applies the intrinsic value method as described in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its plans. Accordingly, compensation cost is not recognized when the exercise price of an employee stock option equals or exceeds the fair market value of the stock on the date the option is granted. The following table presents the pro forma effects on net income and related earnings per share if compensation costs related to the stock option plans were measured using the fair value method as prescribed under SFAS No. 123, “Accounting for Stock-Based Compensation”:

 

    

For the Three Months Ended

September 30,


  

For the Nine Months Ended

September 30,


     2005

  

Restated

2004


  

Restated

2005


  

Restated

2004


     (In thousands, except earnings per share)

Net income, as reported

   $ 6,531    $ 4,247    $ 17,954    $ 9,951

Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     144      180      427      494
    

  

  

  

Pro forma net income

   $ 6,387    $ 4,067    $ 17,527    $ 9,457
    

  

  

  

Earning per share

                           

Basic - as reported

   $ 0.40    $ 0.26    $ 1.10    $ 0.62

Basic - pro forma

   $ 0.39    $ 0.25    $ 1.07    $ 0.59

Diluted - as reported

   $ 0.40    $ 0.26    $ 1.08    $ 0.60

Diluted - pro forma

   $ 0.38    $ 0.25    $ 1.06    $ 0.58

 

The fair value of the options granted was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

     Three Months Ended

    Nine Months Ended

 
     09/30/2005

    09/30/2004

    09/30/2005

    09/30/2004

 

Dividend Yield

   0.63 %   0.81 %   0.63 %   0.81 %

Volatility

   30 %   30 %   30 %   30 %

Risk-free interest rate

   4.2 %   3.4 %   4.2 %   3.4 %

Expected life

   3-5 years     3-5 years     3-5 years     3-5 years  

 

6. OTHER BORROWED FUNDS

 

The Company borrows funds from the Federal Home Loan Bank and the Treasury, Tax, and Loan Investment Program, which is administered by the Federal Reserve Bank. Borrowed funds totaled $63.1 million and $44.9 million at September 30, 2005 and December 31, 2004, respectively. Interest expense on total borrowed funds was $716,000 for the nine months ended September 30, 2005, compared to $371,000 for the nine months ended 2004, reflecting average interest rates of 3.30%, and 2.50%, respectively.

 

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As of September 30, 2005, the Company borrowed $47.2 million from the Federal Home Loan Bank of San Francisco with overnight, term borrowing and 1 to 15 years note borrowings. Notes with 10-year and 15-year terms are amortizing at predetermined schedules over the life of the notes. The Company has pledged, under a blanket lien, all qualifying commercial and residential loans as collateral under the borrowing agreement with the Federal Home Loan Bank, with a total carrying value of $746.0 million at September 30, 2005. During 2004, the Company started to participate in a new Blanket Lien Program with the FHLB in order to better utilize its borrowing capacity and use of its collateral. Under this program, the Company increased its collateral in order to increase its borrowing capacity as well as create a new liquidity source for future use. Total interest expense on the notes was $687,000 and $363,000 for the nine months ended September 30, 2005, and 2004, respectively, reflecting average interest rates of 3.29% and 2.62% respectively.

 

Federal Home Loan Bank advances outstanding as of September 30, 2005 mature as follows:

 

    2005

    2007

    2012

    2017

    Total

 
    (Dollars in thousands)  

Borrowings

  $ 40,000     $ 4,000     $ 1,471     $ 1,708     $ 47,179  

Weighted interest rate

    3.82 %     4.08 %     4.58 %     5.24 %     3.91 %

 

Borrowings obtained from the Treasury, Tax, and Loan Investment Program mature within a month from the transaction date. Under the program, the Company receives funds from the U.S. Treasury Department in the form of open-ended notes, up to a total of $2.2 million. The Company has pledged U.S. government agencies and/or mortgage-backed securities with a total carrying value of $3.2 million at September 30, 2005, as collateral to participate in the program. The total borrowed amount under the program, outstanding at September 30, 2005 and December 31, 2004 was $605,000 and $2.2 million, respectively. Interest expense on notes was $17,800 and $8,500 for the nine months ended September 30, 2005 and 2004, respectively, reflecting average interest rates of 2.79% and 0.94% respectively. In addition, the Company had Fed Funds purchases and customer deposits for tax payments which amounted to $15.0 million and $335,000, at September 30, 2005 respectively, as compared to $268,000 and $0, at December 31, 2004, respectively.

 

7. LONG-TERM SUBORDINATED DEBENTURES

 

The Company established Center Capital Trust I in December 2003 (the “Trust”) as a statutory business trust, which is a wholly owned subsidiary of the Company. In the private placement transaction, the Trust issued $18 million of floating rate (3-month LIBOR plus 2.85%) capital securities representing undivided preferred beneficial interests in the assets of the Trust. The Company is the owner of all the beneficial interests represented by the common securities of the Trust. The purpose of issuing the capital securities was to provide the Company with a cost-effective means of obtaining Tier I Capital for regulatory purposes. Effective December 31, 2003, as a consequence of adopting the provisions of FIN No. 46, the Trust has never been consolidated into the accounts of the Company. Long term subordinated debt represents liabilities of the Company to the Trust.

 

On March 1, 2005, the FRB adopted a final rule that allows the continued inclusion of trust preferred securities in the Tier I capital of bank holding companies. However, under the final rule, after a five-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25 percent of Tier I capital elements, net of goodwill. Trust preferred securities currently make up approximately 15% of the Company’s Tier I capital.

 

8. EARNINGS PER SHARE

 

The actual number of shares outstanding at September 30, 2005, was 16,426,663. Basic earnings per share is calculated on the basis of the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated on the basis of weighted average shares outstanding during the period plus shares issuable upon assumed exercise of outstanding common stock options.

 

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The following table sets forth the Company’s earnings per share calculation for the three and nine months ended September 30, 2005 and 2004:

 

     For the Three Months Ended September 30,

 
    

2005


   

Restated

2004


 
     (In thousands, except earnings per share)  
    

Net

Income


  

Average

Number

Of Shares


  

Per Share

Amounts


   

Net

Income


  

Average

Number

Of Shares


  

Per Share

Amounts


 

Basic earnings per share

   $ 6,531    16,397    $ 0.40     $ 4,247    16,136    $ 0.26  

Effect of dilutive securities:

                                        

Stock options

     —      327      —         —      499      —    
    

  
  


 

  
  


Diluted earnings per share

   $ 6,531    16,724    $ 0.40     $ 4,247    16,635    $ 0.26  
    

  
  


 

  
  


     For the Nine Months Ended September 30,

 
    

2005


   

Restated

2004


 
     (In thousands, except earnings per share)  
     Net
Income


   Average
Number
of Shares


   Per Share
Amounts


    Net
Income


   Average
Number
of Shares


   Per Share
Amounts


 

Basic earnings per share

   $ 17,954    16,356    $ 1.10     $ 9,951    16,105    $ 0.62  

Effect of dilutive securities:

                                        

Stock options

     —      335      (0.02 )     —      368      (0.02 )
    

  
  


 

  
  


Diluted earnings per share

   $ 17,954    16,691    $ 1.08     $ 9,951    16,473    $ 0.60  
    

  
  


 

  
  


 

9. CASH DIVIDENDS

 

On March 16, 2005, the Board of Directors declared a quarterly cash dividend of 4 cents per share. This cash dividend was paid on April 14, 2005 to shareholders of record as of March 31, 2005.

 

On June 24, 2005, the Board of Directors declared a quarterly cash dividend of 4 cents per share. This cash dividend was paid on July 25 2005 to shareholders of record as of July 8, 2005.

 

On September 15, 2005, the Board of Directors declared a quarterly cash dividend of 4 cents per share. This cash dividend was paid on October 11 2005 to shareholders of record as of September 27, 2005.

 

10. GOODWILL AND INTANGIBLES

 

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001 and also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. SFAS No. 142 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, SFAS No. 142 requires recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment. The Company adopted SFAS No. 142 on January 1, 2002.

 

In April 2004, the Company purchased the Chicago branch of Korea Exchange Bank and recorded goodwill of $1.3 million and a core deposit intangible of $462,000. The Company amortizes premiums on acquired deposits using the straight-line method over 5 to 9 years. Accumulated amortization expense for core deposit intangible was $76,000, and the core deposit intangible balance net of amortization was $386,000 at September 30, 2005.

 

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Estimated amortization expense for core deposit intangible for the remainder of 2005 and five succeeding fiscal years as follows:

 

Dollars in thousands

 

2005 (remaining three months)

   $ 13

2006

     53

2007

     53

2008

     53

2009

     54

2010 thereafter

     160

 

11. COMMITMENTS AND CONTINGENCIES

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, and performance bonds. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

 

The Company’s exposure to credit loss is represented by the contractual notional amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of the collateral obtained, if deemed necessary by the Company upon extension of credit, is based on Management’s credit evaluation of the borrower.

 

Commercial letters of credit, standby letters of credit, and performance bonds are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in making loans to customers. The Company generally holds collateral supporting those commitments if deemed necessary.

 

A summary of the notional amounts of the Company’s financial instruments relating to extension of credit with off-balance-sheet risk at September 30, 2005 and December 31, 2004 follows:

 

Outstanding Commitments

 

     September 30,
2005


   December 31,
2004


     (Dollars in thousands)

Loans

   $ 225,801    $ 171,660

Standby letters of credit

     13,221      11,929

Performance bonds

     284      132

Commercial letters of credit

     23,422      22,150

 

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12. DERIVATIVE FINANCIAL INSTRUMENTS

 

Notwithstanding the fact that the Company did not qualify for hedge accounting treatment in 2005, 2004, 2003, 2002 and 2001, the Company has identified certain variable-rate loans as a source of interest rate risk to be hedged in connection with the Company’s overall asset-liability management process. The change in market value of the interest rate swaps is recorded as gain or loss on interest rate swaps within current earnings as noninterest expense.

 

The following table provides information as of September 30, 2005, on Company’s outstanding derivatives:

 

Description    


   Notional Value

   Period

  

Fixed Receiving

Rate


   

Floating Paying

Rate


 
     (Dollars in thousands)  

Interest Rate Swap II

   $ 25,000    08/02-08/06    6.25 %   WSJ Prime *

Interest Rate Swap III

   $ 20,000    12/02-12/05    5.51 %   WSJ Prime *

 


(*) At September 30, 2005, the Wall Street Journal published Prime Rate was 6.75 percent

 

The Company has entered into interest rate swaps to hedge the interest rate risk associated with the cash flows of specifically identified variable-rate loans. As of September 30, 2005, the Company had two interest rate swap agreements with a total notional amount of $45 million. One swap with notional value of a $20 million matured in May 2005. In February 2005, the Company terminated a $20 million notional amount interest rate swap and recognized a loss of $306,000.

 

The credit risk associated with the interest rate swap agreements represents the accounting loss that would be recognized at the reporting date if the counterparty failed completely to perform as contracted and any collateral or security proved to be of no value. To reduce such credit risk, the Company evaluates the counterparty’s credit rating and financial position. In Management’s opinion, the Company did not have a significant exposure to an individual counterparty before the maturity of the interest rate swap agreements, because the counterparties to the interest rate swap agreements are large banks with strong credit ratings.

 

13. BUSINESS SEGMENTS

 

Management utilizes an internal reporting system to measure the performance of the Company’s various operating segments. Management has identified three principal operating segments for purposes of management reporting: banking operations, trade finance (“TFS”), and small business administration (“SBA”). Information related to the remaining centralized functions and eliminations of inter-segment amounts have been aggregated and included in banking operations. 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 the branch network. The TFS segment allows 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 the internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs and the provision for loan losses. Net interest income is based on the internal funds transfer pricing system which assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. Noninterest income and noninterest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business. The Company allocates 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. The Company allocates the provision for loan losses based on new loan originations for the period. Management evaluates overall performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.

 

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Future changes in the management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods have been restated for comparability for changes in management structure or reporting methodologies.

 

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, 2005 and 2004.

 

     Three Months Ended September 30, 2005
     (Dollars in thousands)

    

Banking

Operations


   TFS

    SBA

    Total

Interest income

   $ 20,697    $ 1,655     $ 1,985     $ 24,337

Interest expense

     6,818      420       638       7,876
    

  


 


 

Net interest income

     13,879      1,235       1,347       16,461

Provision for loan losses

     701      69       160       930
    

  


 


 

Net interest income after provision for loan losses

     13,178      1,166       1,187       15,531

Other operating income

     3,702      998       938       5,638

Other operating expenses

     9,302      810       288       10,400
    

  


 


 

Segment pretax profit

   $ 7,578    $ 1,354     $ 1,837     $ 10,769
    

  


 


 

Segment assets

   $ 1,384,035    $ 102,777     $ 107,988     $ 1,594,800
    

  


 


 

     Three Months Ended September 30, 2004
     Restated (Dollars in thousands)

     Banking
Operations


   TFS

    SBA

    Total

Interest income

   $ 12,027    $ 1,369     $ 1,568     $ 14,964

Interest expense

     3,195      347       510       4,052
    

  


 


 

Net interest income

     8,832      1,022       1,058       10,912

Provision for loan losses

     857      (24 )     (133 )     700
    

  


 


 

Net interest income after provision for loan losses

     7,975      1,046       1,191       10,212

Other operating income

     3,124      1,257       2,490       6,872

Other operating expenses

     9,109      677       396       10,182
    

  


 


 

Segment pretax profit

   $ 1,990    $ 1,626     $ 3,285     $ 6,902
    

  


 


 

Segment assets

   $ 1,055,604    $ 111,473     $ 94,268     $ 1,261,345
    

  


 


 

 

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Table of Contents
     Nine Months Ended September 30, 2005
     (Dollars in thousands)

     Banking
Operations


   TFS

   SBA

   Total

Interest income

   $ 54,962    $ 4,841    $ 5,517    $ 65,320

Interest expense

     16,570      1,181      1,682      19,433
    

  

  

  

Net interest income

     38,392      3,660      3,835      45,887

Provision for loan losses

     2,458      55      117      2,630
    

  

  

  

Net interest income after provision for loan losses

     35,934      3,605      3,718      43,257

Other operating income

     10,146      3,166      2,377      15,689

Other operating expenses

     26,085      2,320      1,025      29,430
    

  

  

  

Segment pretax profit

   $ 19,995    $ 4,451    $ 5,071    $ 29,516
    

  

  

  

Segment assets

   $ 1,384,035    $ 102,777    $ 107,988    $ 1,594,800
    

  

  

  

 

    

Nine Months Ended September 30, 2004

Restated (Dollars in thousands)


     Banking
Operations


   TFS

   SBA

    Total

Interest income

   $ 31,109    $ 4,008    $ 4,583     $ 39,700

Interest expense

     8,814      949      1,057       10,820
    

  

  


 

Net interest income

     22,295      3,059      3,526       28,880

Provision for loan losses

     1,984      218      (52 )     2,150
    

  

  


 

Net interest income after provision for loan losses

     20,311      2,841      3,578       26,730

Other operating income

     8,567      2,985      4,295       15,847

Other operating expenses

     23,175      2,072      1,221       26,468
    

  

  


 

Segment pretax profit

   $ 5,703    $ 3,754    $ 6,652     $ 16,109
    

  

  


 

Segment assets

   $ 1,055,604    $ 111,473    $ 94,268     $ 1,261,345
    

  

  


 

 

14. RESTATEMENT

 

As described in “2005 Restatement” at the beginning of this report, the Company is in the process of restating its financial statements for the specified periods and amending its previously filed Annual Report on Form 10-K for the year ended December 31, 2004, as well as Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2005.

 

The restatements for the periods mentioned relate to the accounting for the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. The restatements are expected to result in changes to reported income and expense. It is not expected that the effects of the restatements on the Company’s statements of financial condition and cash flows will be material for any of the periods involved.

 

The financial information included in this filing has been restated as described. However, an independent public accountant has not completed a review of the financial statements in accordance with SEC rules. Therefore, the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by SEC rules to be filed as exhibits to this report on Form 10-Q have not been included with this filing.

 

The purpose of the restatements is to eliminate hedge accounting for the interest rate swaps during the periods that the Company used the shortcut method of effectiveness testing. Hedge accounting allows a company to mark the swap contracts to market each month through the Other Comprehensive Earnings section of Shareholders’ Equity. Subsequently, the balance of Other Comprehensive Earnings for swaps is amortized

 

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against future net income. Eliminating hedge accounting reverses that treatment and recognizes the mark to market adjustment in current earnings.

 

The restatement and its expected effects on the Company’s financial statements for years 2001 through 2004, each of the calendar quarters in 2004, and the quarters ended March 31 and June 30, 2005 are described in “2005 Restatement” at the beginning of this report.

 

For the three and nine months ended September 30, 2005 and 2004, it is anticipated that the restatement will have the following earnings effects:

 

    

Three Months Ended

September 30,


   

Nine Months Ended

September 30,


 
     2005

   2004

    2005

    2004

 
     (Dollars in thousands)  

Increase (decrease) in:

        

Interest income

   $ —      $ (387 )   $ (25 )   $ (1,337 )

Interest expense

     —        —         —         —    
    

  


 


 


Net interest income before provision for loan losses

     —        (387 )     (25 )     (1,337 )

Provision for loan losses

     —        —         —         —    
    

  


 


 


Net interest income after provision for loan losses

     —        (387 )     (25 )     (1,337 )

Noninterest Income

            —         (3 )     —    

Noninterest Expense

     —        (635 )     345       (133 )
    

  


 


 


Income before income tax expense

     —        248       (373 )     (1,204 )

Income tax expense

            105       (158 )     (506 )
           


 


 


     $ —      $ 143     $ (215 )   $ (698 )
    

  


 


 


Net Income

     —                           

Earning per share:

                               

Basic

   $ —      $ 0.01     $ (0.02 )   $ (0.04 )
    

  


 


 


Diluted

   $ —      $ 0.01     $ (0.02 )   $ (0.04 )
    

  


 


 


 

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Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview:

 

As discussed under “2005 Restatement” at the beginning of this report, we are in the process of restating our financial statements and other financial information for the years 2001 through 2004, each of the calendar quarters in 2004, and the quarters ended March 31 and June 30, 2005, to reflect a change in the accounting treatment of the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. See “2005 Restatement” and Note 14 to the consolidated financial statements above for further information.

 

The financial information included in this filing has been restated as described. However, an independent public accountant has not completed a review of the financial statements in accordance with SEC rules. Therefore, the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by SEC rules to be filed as exhibits to this report on Form 10-Q have not been included with this filing.

 

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 ended September 30, 2005. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report), and with the unaudited interim consolidated financial statements and notes as set forth in this report.

 

FORWARD-LOOKING STATEMENTS

 

Certain matters discussed under this caption may constitute forward-looking statements under Section 27A of the Securities Act 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 the business of the Company involves inherent risks and uncertainties. Risks and uncertainties include possible future deteriorating economic conditions in the Company’s 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 or issuer’s of such securities suffering financial losses; and regulatory risks associated with the variety of current and future regulations to which the Company is subject. All of these risks could have a material adverse impact on the Company’s financial condition, results of operations or prospects, and these risks should be considered in evaluating the Company. For additional information concerning these factors, see “Interest Rate Risk Management” and “Liquidity and Capital Resources” contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report).

 

Critical Accounting Policies

 

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Critical accounting policies are those that involve the most complex and subjective decisions and assessments and have the greatest potential impact on the Company’s results of operations. Management has identified its most critical accounting policies to be those relating to the following: investment securities, loan sales, allowance for loan losses, and interest rate swaps. The following is a summary of these accounting policies. 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.

 

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Table of Contents

Investment Securities

 

Under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, investment securities generally must be classified as held-to-maturity, available-for-sale or trading. The appropriate classification is based partially on our ability to hold the securities to maturity and largely on Management’s intentions with respect to either holding or selling the securities. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Unrealized gains and losses on trading securities flow directly through earnings during the periods in which they arise, whereas for available-for-sale securities, they are recorded as a separate component of stockholders’ equity (accumulated comprehensive other income or loss) and do not affect earnings until realized. The fair values of our investment securities are generally determined by reference to quoted market prices and reliable independent sources. We are obligated to assess, at each reporting date, whether there is an “other-than-temporary” impairment to our investment securities. Such impairment must be recognized in current earnings rather than in other comprehensive income. Aside from the Fannie Mae and Freddie Mac preferred stocks that were determined to be impaired and written down during the twelve months of 2004, we did not have any other investment securities that were deemed to be “other-than-temporarily” impaired as of September 30, 2005

 

Loan Sales

 

Certain Small Business Administration (“SBA”) loans that we have the intent to sell prior to maturity are 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 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 other operating income 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 measured initially at their allocated carrying amount based on relative fair values at the date of the sale. Management periodically evaluates the servicing asset for impairment, which is the carrying amount of the servicing asset in excess of the related fair value. Impairment, if it occurs, is recognized in a write down or charge-off in the period of impairment.

 

Allowance for Loan Losses

 

Our allowance for loan loss methodologies incorporate a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan loss that Management believes is appropriate at each reporting date. Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in nonperforming loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers’ sensitivity to interest rate movements and borrowers’ sensitivity to quantifiable external factors including commodity and finished good prices as well as acts of nature (earthquakes, floods, fires, etc.) that occur in a particular period. Qualitative factors include the general economic environment in our markets and, in particular, the state of certain industries. Size and complexity of individual credits, loan structure, extent and nature of waivers of existing loan policies and pace of portfolio growth are other qualitative factors that are considered in our methodologies. As we add new products, increase the complexity of our loan portfolio, and expand our geographic coverage, we will enhance our methodologies to keep pace with the size and complexity of the loan portfolio. Changes in any of the above factors could have significant impact to the loan loss calculation. We believe that our methodologies continue to be appropriate given our size and level of complexity. Detailed information concerning our loan loss methodology is contained in “Item 2, Management Discussion and Analysis of Financial Condition and Results of Operations- Allowance for Loan Losses.”

 

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Table of Contents

Interest Rate Swaps

 

As part of our asset and liability management strategy we have included derivative financial instruments, such as interest rate swaps, with the overall goal of minimizing the impact of interest rate fluctuations. The Company’s interest rate swaps have not qualified for the use of the accounting treatment known as hedge accounting since the inception of the swaps. The change in the market value of the interest rate swaps is recorded as gain or loss on interest rate swaps within current earnings as noninterest expense. See “2005 Restatement” at the beginning of this report for further information.

 

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Table of Contents

SUMMARY OF FINANCIAL DATA

 

Executive Overview

 

This discussion should be read in conjunction with the “2005 Restatement” discussion at the beginning of this report and Note 14 (“Restatement”) to the interim consolidated financial statements contained herein. As a result of sustained increases in loans and deposits, the Company reported record income for the third quarter of 2005. Consolidated net income for the third quarter of 2005 was $6.5 million, or $0.40 per diluted share compared to restated $4.2 million or $0.26 per diluted share in the third quarter of 2004.

 

Net income for the first nine months of 2005 was $18.0 million, or $1.08 per diluted share compared to $10.0 million or $0.60 per diluted share in the first nine months of 2004. The following are highlights related to the third quarter and first nine months of 2005 results as compared to comparable periods in 2004:

 

    Management recently determined that the method of evaluating the effectiveness of the hedges used in 2001 through 2005 did not meet the technical requirements necessary to qualify for the hedge accounting treatment utilized during those periods. As a result, the Company is in the process of restating its results from 2001 through 2004 and first two quarters of 2005.

 

    Our revenue (interest income plus noninterest income) increased by 37% to $30.0 million in the third quarter of 2005 versus 2004. For the first nine months of 2005, our revenue increased by 46% to $81.0 million.

 

    Net interest income after provision for loan losses increased 52% to $15.5 million in third quarter. For the nine months ended September 30, 2005 net interest income after provision for loan losses increased by 62% to $43.3 million. These increases were mainly due to market rate hikes and loan growth.

 

    Due to the continuous market rate hikes, our net interest margin increased to 4.81% and 4.77% in the third quarter and first nine months of 2005, respectively, as compared to 3.87% and 3.75% in the comparable periods of 2004.

 

    Our return on average assets increased to 1.74% and 1.70% for the quarter and year ended September 30, 2005, respectively, as compared to 1.37% and 1.17% in the same periods of last year. The Company also reported improved return of equity of 24.61% and 24.16% for the three and nine months ended September 30, 2005, respectively.

 

    Mainly due to a decrease in gains recorded in loans sales, our noninterest income decreased by $1.2 million or 18% in the third quarter of 2005, compared with same period in 2004. Noninterest income for the first nine months of 2005 slightly decreased to $15.7 million as compared to $15.8 million in the comparable period in 2004.

 

    Our noninterest expense remained almost unchanged at $10.4 million for the third quarter of 2005, as compared to $10.2 million in same period 2004. Noninterest expense for the nine months ended September 30, 2005 was up 11% to $29.4 million as compared to $26.5 million in 2004. This increase was mainly due to increased expenses relating to the hiring of additional qualified personnel, offset by the lack of impairment losses in 2005 compared to $1.3 million in impairment losses on securities available for sale recorded in 2004.

 

    Our efficiency ratio improved to 47.06% and 47.79% for the three months and nine months ended September 30, 2005, respectively, compared to 57.26% and 59.18% in comparable periods of 2004.

 

    We increased our provision for loan losses to $930,000 during the third quarter of 2005 compared to $700,000 for the same period of 2004. The increase in the provision was primarily due to growth in the commercial business loan and commercial real estate loan portfolios.

 

    Total deposits increased by 19% during the first nine months of 2005. The most significant increase in deposits since December 31, 2004 was a $151.5 million, or 33%, increase in time deposits over $100,000. This increase in time deposits over $100,000 was partially due to a new product offered by the Company with flexible rates to attract new deposits. Non-interest bearing demand deposits also increased by 18% to $410.8 million during the first nine months of 2005.

 

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Table of Contents

Our financial condition and liquidity remain strong. The following are important factors in understanding our financial condition and liquidity:

 

    During the first nine months of 2005, the Company reported 19% loan growth primarily in commercial real estate loans, commercial business loans and consumer loans. At September 30, 2005, our total gross loan portfolio increased by $190.1 million, to $1.2 billion as compared to $1.0 billion at December 31, 2004.

 

    Our total assets continued to grow and reached $1.6 billion at September 30, 2005, an increase of 19% over December 31, 2004.

 

    Our ratio of non-accrual loans to total loans decreased to 0.25% at September 30, 2005 as compared to 0.34% at December 31, 2004. Our ratio of the allowance for loan losses to total nonperforming loans significantly increased to 441% at September 30, 2005, as compared to 327% at December 31, 2004.

 

    Under the regulatory framework for prompt corrective action, we continue to be “well-capitalized”.

 

    The Company declared its quarterly cash dividend of $0.04 per share on September 15, 2005.

 

EARNINGS PERFORMANCE ANALYSIS

 

As previously noted and reflected in the Consolidated Statements of Operations, during the three and nine months ended September 30, 2005 the Company generated record net income of $6.5 million and $17.9 million, respectively, as compared to $4.2 million and $9.9 million for the same periods in 2004. The Company earns income from two primary sources: net interest income, which is the difference between interest income generated from the successful deployment of earning assets and interest expense created by interest-bearing liabilities; and net noninterest income, which is basically fees and charges earned from customer services less the operating costs associated with providing a full range of banking services to customers.

 

Net Interest Income and Net Interest Margin

 

The Company’s net interest income depends on the yields, volumes, and mix of its earning asset components, as well as the rates, volume, and mix associated with its funding sources. The Company’s net interest margin is its taxable-equivalent net interest income expressed as a percentage of its average earning assets.

 

Total interest and dividend income for the third quarter of 2005 increased 63% to $24.3 million compared with $15.0 million for the same period in 2004, primarily due to continuing market rate hikes and loan growth. Growth was driven by an increase in average net loans and average investment securities. Average net loans increased $238.5 million or 27% and average investment securities increased $62.4 million or 51% for the third quarter of 2005 compared to the same period in 2004. The Company invested its excess funds in higher yielding short-term investment securities during the first nine months of 2005.

 

Total interest expense for the third quarter of 2005 increased 94% to $7.9 million compared with $4.1 million for the same quarter in 2004. This increase was due to market rate increases and deposit growth.

 

Net interest income before provision for loan losses increased by $5.5 million for the third quarter of 2005 compared to the same period in 2004. Of this increase, approximately $3.3 million was due to volume changes $2.3 million was due to rate changes. The average yield on loans for the third quarter of 2005 increased to 7.82% compared to 6.06% for the like quarter in 2004, an increase of 176 basis points. This increase was mainly due to rate hikes in later part of 2004 through first nine months of 2005. The average investment portfolios for the third quarter of 2005 and 2004 were $185.2 million and $122.8 million, respectively. The average yields on the investment portfolio as of the third quarter of 2005 and 2004 were 3.54% and 3.10%, respectively.

 

The interest margin for the third quarter of 2005 equaled 4.81%, a 94 basis point increase compared to 3.87% for the same quarter of 2004. This increase in the net interest margin was mainly attributable to the rate increases in the prime and market rates set by the Federal Reserve Board since July 2004. The yield on earning assets for the third quarter of 2005 was 7.11%, 180 basis points higher than 5.31% for the same quarter of last year. This increase in 2005 was mainly due to the increase in loan yield as a result of market rate increases. Similarly, the average cost of interest-bearing liabilities increased to 3.20% in the third quarter of 2005 compared to 2.00% during the same quarter in 2004. This increase was driven by a 120 basis point increase in the average rate of time certificate of deposits.

 

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The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and average yields and rates by asset and liability component for the three months ended September 30, 2005 and 2004:

 

Distribution, Rate and Yield Analysis of Net Income

 

    Three Months Ended September 30,

 
  2005

   

2004

Restated


 
    (Dollars in thousands)  
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield1


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield 1


 
Assets:                                    

Interest-earning assets:

                                   

Loans 2

  $ 1,130,982   $ 22,295   7.82 %   $ 892,477   $ 13,592   6.06 %

Federal funds sold

    32,043     292   3.62       102,279     364   1.42  

Taxable investment securities:

                                   

U.S. Treasury

    497     4   3.19       2,077     24   4.60  

U.S. Governmental agencies debt securities

    89,183     735   3.27       39,561     269   2.71  

U.S. Governmental agencies mortgage backed securities

    70,160     643   3.64       48,225     372   3.07  

Municipal securities

    101     2   7.86       102     1   3.90  

Other securities 3

    14,486     187   5.12       16,795     167   3.96  
   

 

 

 

 

 

Total taxable investment securities:

    174,427     1,571   3.57       106,760     833   3.10  

Tax-advantaged investment securities 4

                                   

Municipal securities

    5,856     60   6.25       5,179     53   6.26  

Others - Government preferred stock

    4,919     23   2.55       10,852     71   3.58  
   

 

 

 

 

 

Total tax-advantaged investment securities

    10,775     83   4.56       16,031     124   4.45  

Equity Stocks

    5,339     57   4.24       3,849     49   5.06  

Money market funds and interest-earning deposits

    3,966     39   3.90       435     2   1.83  
   

 

 

 

 

 

Total interest-earning assets

    1,357,532   $ 24,337   7.11 %     1,121,831   $ 14,964   5.31 %
   

 

 

 

 

 

Non-interest earning assets:

                                   

Cash and due from banks

    79,260                 61,887            

Bank premises and equipment, net

    13,215                 11,247            

Customers’ acceptances outstanding

    5,670                 6,374            

Accrued interest receivables

    4,382                 3,574            

Other assets

    29,040                 25,335            
   

             

           

Total noninterest-earning assets

    131,567                 108,417            
   

             

           

Total Assets

  $ 1,489,099               $ 1,230,248            
   

             

           

1 Average rates/yields for these periods have been annualized.

 

2

Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees (cost) included in loan income were approximately $291,000, and $46,000 for the three months ended

 

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September 30, 2005 and 2004, respectively. Amortized loan (cost) fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded.

 

3 Other securities include U.S. government asset-backed securities, corporate trust preferred securities, and corporate debt securities.

 

4 Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes.

 

Distribution, Rate and Yield Analysis of Net Income

 

    Three Months Ended September 30,

 
    2005

    2004
Restated


 
    (Dollars in thousands)  
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield5


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield 5


 

Liabilities and Shareholders’ Equity:

                                   

Interest-bearing liabilities:

                                   

Deposits:

                                   

Money market and NOW accounts

  $ 201,884   $ 1,016   2.00 %   $ 224,767   $ 874   1.55 %

Savings

    81,835     692   3.35       69,972     541   3.08  

Time certificates of deposit in:

                                   

denominations of $100,000 or more

    568,016     5,035   3.52       401,122     1,963   1.95  

Other time certificates of deposit

    86,795     654   2.99       80,541     370   1.83  
   

 

 

 

 

 

      938,530     7,397   3.13       776,402     3,748   1.92  

Other borrowed funds

    18,013     184   4.05       10,101     101   3.98  

Long-term subordinated debentures

    18,557     295   6.22       18,557     203   4.28  
   

 

 

 

 

 

Total interest-bearing liabilities

    975,100   $ 7,876   3.20 %     805,060   $ 4,052   2.00 %
   

 

 

 

 

 

Non-interest-bearing liabilities:

                                   

Demand deposits

    396,553                 327,227            

Other liabilities

    12,133                 12,884            
   

             

           

Total non-interest bearing liabilities

    408,686                 340,111            

Shareholders’ equity

    105,313                 85,077            
   

             

           

Total liabilities and shareholders’ equity

  $ 1,489,099               $ 1,230,248            
   

             

           

Net interest income

        $ 16,461               $ 10,912      
         

             

     

Net interest spread 6

              3.91 %               3.30 %

Net interest margin 7

              4.81 %               3.87 %
               

             

Ratio of average interest-earning assets to interest-bearing liabilities

              139.22 %               139.35 %
               

             

 

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Net interest income before provision for loan losses for the first nine months of 2005 was $45.9 million compared to $28.9 million for the first nine months of 2004, which constitutes an increase of $17.0 million, or 59%. Of this increase, approximately $9.6 million and $7.4 million was due to volume and rate changes, respectively. Fueled by market rate increases, the average yield on loans for the first nine months of 2005 increased to 7.45% compared to 5.75% for the like period in 2004, an increase of 170 basis points. The average investment portfolios for the first nine months of 2005 and 2004 were $173.8 million and $119.5 million, respectively. The average yields on the investment portfolio as of the first nine months of 2005 and 2004 were 3.46% and 3.25%, respectively. Growth in higher cost time certificate of deposits had an unfavorable impact on the Company’s net interest margin. For the first nine months of 2005, the average time certificate of deposits grew $146.2 million or 33% as compared to the like period in 2004. The average other borrowed funds for the first nine months of 2005, increased $9.2 million to $29.0 million compared to $19.9 million for the first nine months of 2004. This was due to increase in FHLB borrowings, and fed funds purchased. The issuance of $18.0 million of long-term subordinated debenture in December 2003 contributed to the decline in the net interest margin, due to the higher cost of long-term subordinated debentures as compared to short-term borrowings such as fed funds purchased.


5 Average rates/yields for these periods have been annualized.

 

6 Represents the weighted average yield on interest-earning assets less the weighted average cost of interest-bearing liabilities.

 

7 Represents net interest income (before provision for loan losses) as a percentage of average interest-earning assets.

 

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The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and average yields and rates by asset and liability component for the nine months ended September 30, 2005 and 2004:

 

Distribution, Rate and Yield Analysis of Net Income

 

    Nine Months Ended September 30,

 
  2005

   

2004

Restated


 
    (Dollars in thousands)  
    Average
Balance


   Interest
Income/
Expense


  Annualized
Average
Rate/Yield8


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield 1


 
Assets:                                     

Interest-earning assets:

                                    

Loans 9

  $ 1,076,133    $ 59,932   7.45 %   $ 837,020   $ 36,046   5.75 %

Federal funds sold

    28,247      651   3.08       55,565     527   1.27  

Taxable investment securities:

                                    

U.S. Treasury

    1,257      42   4.47       2,109     73   4.42  

U.S. Governmental agencies debt securities

    77,183      1,789   3.10       41,741     883   3.64  

U.S. Governmental agencies mortgage backed securities

    68,633      1,893   3.69       41,766     1,051   3.22  

Municipal securities

    101      5   6.62       102     5   6.55  

Other securities 10

    15,144      545   4.81       16,835     473   3.45  
   

  

 

 

 

 

Total taxable investment securities:

    162,318      4,274   3.52       102,553     2,485   3.24  

Tax-advantaged investment securities 11

                                    

Municipal securities

    5,353      166   6.38       5,491     169   6.32  

Others - Government preferred stock

    6,159      64   1.91       11,461     258   4.14  
   

  

 

 

 

 

Total tax-advantaged investment securities

    11,512      230   3.99       16,952     427   4.85  

Equity Stocks

    4,734      144   4.07       3,415     111   4.34  

Money market funds and interest-earning deposits

    3,771      89   3.16       13,723     104   1.01  
   

  

 

 

 

 

Total interest-earning assets

    1,286,715    $ 65,320   6.79 %     1,029,228   $ 39,700   5.15 %
   

  

 

 

 

 

Non-interest earning assets:

                                    

Cash and due from banks

    72,255                  63,000            

Bank premises and equipment, net

    12,567                  11,242            

Customers’ acceptances outstanding

    5,384                  4,957            

Accrued interest receivables

    5,051                  3,354            

Other assets

    27,817                  24,704            
   

              

           

Total noninterest-earning assets

    123,074                  107,257            
   

              

           

Total Assets

  $ 1,409,789                $ 1,136,485            
   

              

           

 

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8 Average rates/yields for these periods have been annualized.

 

9 Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan (cost) fees included in loan income were approximately $994,000 and $150,000, for the nine months ended September 30, 2005 and 2004, respectively. Amortized loan (cost) fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded.

 

10 Other securities include U.S. government asset-backed securities, corporate trust preferred securities, and corporate debt securities.

 

11 Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes.

 

Distribution, Rate and Yield Analysis of Net Income

 

    Nine Months Ended September 30,

 
   

2005

Restated


   

2004

Restated


 
    (Dollars in thousands)  
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield12


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield 12


 

Liabilities and Shareholders’ Equity:

                                   

Interest-bearing liabilities:

                                   

Deposits:

                                   

Money market and NOW accounts

  $ 206,412   $ 2,831   1.83 %   $ 189,486   $ 2,101   1.48 %

Savings

    78,751     1,927   3.27       65,875     1,600   3.24  

Time certificates of deposit in:

                                   

denominations of $100,000 or more

    503,427     11,518   3.06       363,462     5,115   1.88  

other time certificates of deposit

    83,821     1,608   2.56       77,632     1,065   2.76  
   

 

 

 

 

 

      872,411     17,884   2.74       696,455     9,881   1.90  

Other borrowed funds

    29,040     716   3.30       19,883     371   2.50  

Long-term subordinated debentures

    18,557     833   5.92       18,557     568   4.02  
   

 

 

 

 

 

Total interest-bearing liabilities

    920,008   $ 19,433   2.82 %     734,895   $ 10,820   1.97 %
   

 

 

 

 

 

Non-interest-bearing liabilities:

                                   

Demand deposits

    377,354                 307,022            

Other liabilities

    13,089                 12,112            
   

             

           

Total non-interest bearing liabilities

    390,443                 319,134            

Shareholders’ equity

    99,338                 82,456            
   

             

           

Total liabilities and shareholders’ equity

  $ 1,409,789               $ 1,136,485            
   

             

           

Net interest income

        $ 45,887               $ 28,880      
         

             

     

Net interest spread 13

              3.96 %               3.19 %

Net interest margin 14

              4.77 %               3.75 %
               

             

Ratio of average interest-earning assets to interest-bearing liabilities

              139.86 %               140.05 %
               

             

 

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12 Average rates/yields for these periods have been annualized.

 

13 Represents the weighted average yield on interest-earning assets less the weighted average cost of interest-bearing liabilities.

 

14 Represents net interest income (before provision for loan losses) as a percentage of average interest-earning assets.

 

The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for interest-earning assets and interest-bearing liabilities and the amount of change attributable to (i) changes in average daily balances (volume), (ii) changes in interest rates (rate), and (iii) changes in both rate and volume (rate/volume):

 

    

Three Months Ended
September 30, 2005 vs. 2004


   

Nine Months Ended

September 30, 2005 vs. 2004


 
     Increase (Decrease) Due to change In

 
     Volume

    Rate

    Total

    Volume

    Rate

    Total

 

Earning Assets

                                                

Interest Income:

                                                

Loans 15

   $ 4,167     $ 4,536     $ 8,703     $ 11,763     $ 12,123     $ 23,886  

Federal funds sold

     (370 )     298       (72 )     (354 )     478       124  

Taxable investment securities

     596       142       738       1,555       234       1,789  

Tax-advantaged securities 16

     (40 )     (1 )     (41 )     (120 )     (77 )     (197 )

Equity stocks

     17       (9 )     8       45       (12 )     33  

Money market funds and interest-earning deposits

     33       4       37       (116 )     101       (15 )
    


 


 


 


 


 


Total earning assets

     4,403       4,970       9,373       12,773       12,847       25,620  
    


 


 


 


 


 


Interest Expense:

                                                

Deposits and borrowed funds

                                                

Money market and super NOW accounts

     (96 )     238       142       199       531       730  

Savings deposits

     99       52       151       314       13       327  

Time deposits

     1,050       2,306       3,356       2,480       4,466       6,946  

Other borrowings

     81       2       83       203       142       345  

Long-term subordinated debentures

     —         92       92       —         265       265  
    


 


 


 


 


 


Total interest-bearing liabilities

     1,134       2,690       3,824       3,196       5,417       8,613  
    


 


 


 


 


 


Net interest income

   $ 3,269     $ 2,280     $ 5,549     $ 9,577     $ 7,430     $ 17,007  
    


 


 


 


 


 


 

Provision for Loan Losses

 

Credit risk is inherent in the business of making loans. The Company sets aside an allowance for potential loan losses through charges to earnings, which are reflected monthly in the income statement as the provision for loan losses. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that in Management’s judgment is adequate to absorb losses inherent in the Company’s loan portfolio.

 

Because of the loan portfolio growth, the provision for loan losses for the third quarter and first nine months of 2005, were $930,000 and $2.6 million, respectively, as compared to $700,000 and $2.2 million, respectively, for the same periods in prior year. Management believes that the provision for loan losses provision was appropriate for the first nine months of 2005. While Management believes that the allowance for loan losses of 1.1% of total loans at September 30, 2005 was adequate, future additions to the allowance will be subject to

 

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Table of Contents

continuing evaluation of the estimation, as well as the inherent and other known risks in the loan portfolio. The procedures for monitoring the adequacy of the allowance, and detailed information on the allowance, are included below in “Allowance for Loan Losses.”

 

Noninterest Income

 

Noninterest income includes revenues earned from sources other than interest income. The primary sources of noninterest income include customer service charges and fees on deposit accounts, fees and commissions generated from trade finance activities and issuance of letters of credit, ancillary fees on loans, net gains on sales of loans and net gains on sale of investment securities available for sale.

 


15 Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan (cost) fees included in loan income were approximately $994,000 and $150,000, for the nine months ended September 30, 2005 and 2004, respectively. Amortized loan (cost) fees have been included in the calculation of net interest income. Nonaccrual loans have been included in the table for computation purposes, but the foregone interest of such loans is excluded.

 

16 Yield on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes.

 

For the third quarter of 2005, noninterest income decreased 18% to $5.6 million compared to $6.9 million for the same quarter in 2004, also decreased from 2.44% to 1.65% of average earning assets for the same periods. This decrease was due to a reduction of $1.8 million, or 77%, in gain recorded on loan sales, partially offset by an increase of approximately $600,000 in other income. Noninterest income was down by 1% to $15.7 million for the first nine months of 2005 as compared to $15.8 million in the comparable period of 2004, again due to a reduction in gain on sale of $1.9 million, or 50%, largely offset by increases in customer service fees and other income of $680,000 and $775,000, respectively.

 

The primary sources of recurring noninterest income continue to be customer service fee charges on deposit accounts and fees from trade finance transactions. Customer service fees decreased slightly by $72,000, or 3%, in the third quarter of 2005, but increased by $681,000, or 11% for the first nine months of 2005, compared to the same period last year. The increase in customer service fees was mainly due to increases in customer account relationships as a result of geographical expansion. For the first nine months of 2005, customer service fees as a percentage of total core noninterest income increased to 40% compared to 34% for the first nine months of 2004.

 

Fee income from trade finance transactions decreased by $148,000, or 14%, for the third quarter, but increased by $65,000, or 2% for the first nine months of 2005.

 

The Company recorded a gain of $555,000 on the sale of loans in the third quarter of 2005, as compared to the $2.4 million like quarter of 2004. For the nine months ended September 30, 2005, gain on sale of loans also decreased to $1.8 million as compared to $3.7 million in same period of 2004. The Company sold $37.2 million of guaranteed and unguaranteed portions of SBA loans during the first nine months of 2005 as compared to $50.1 million of guaranteed and unguaranteed portions of SBA loans in the comparable period of 2004.

 

Loan service fees increased by $182,000 and $32,000 for the quarter and first nine months of 2005 as compared to prior year, mainly due to the increase in the amortized servicing portfolio from the loan sales to date partially offset by a decrease in loan documentation fee income and an increase in servicing asset amortization. Loan service fees amounted to $696,000 and $1.6 million, respectively, for the first nine months and third quarter of 2005 as compared to $514,000 and $1.5 million, respectively, for same periods last year.

 

Other income increased by 171% to $994,000 for the third quarter of 2005, as compared to $367,000 in the like period of 2004. The increase was mainly due to an increase in miscellaneous income. Other income for the

 

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Table of Contents

nine months ended September 30, 2005 increased to $1.9 million in comparison to $1.1 million for the same period in 2004. The increase is mainly attributable to court settlements received in the first and second quarter and fee income generated from outsourcing official check processing.

 

The following table sets forth the various components of the Company’s noninterest income for the periods indicated:

 

Noninterest Income

 

   

For the Three Months

Ended September 30,


   

For the Nine Months

Ended September 30,


 
    2005

    2004

    2005

    2004

 
    Amount

    Percent
of Total


    Amount

    Percent
of Total


    Amount

    Percent
of Total


    Amount

    Percent
of Total


 
    (Dollars in thousands)  

Noninterest income:

       

Customer service fee

  $ 2,268     40.23 %   $ 2,340     34.05 %   $ 6,931     44.18 %   $ 6,250     39.44 %

Fee income from trade finance transactions

    905     16.05       1,053     15.32       2,736     17.44       2,671     16.85  

Wire transfer fees

    220     3.90       204     2.97       675     4.30       602     3.80  

Gain on sale of loans

    555     9.84       2,403     34.97       1,820     11.60       3,670     23.16  

Net gain (loss) gain on sale of securities available for sale

    —       —         (9 )   (0.13 )     51     0.33       (15 )   (0.09 )

Other loan related service fees

    696     12.34       514     7.48       1,555     9.91       1,523     9.61  

Other income

    994     17.64       367     5.34       1,921     12.24       1,146     7.23  
   


 

 


 

 


 

 


 

Total noninterest income:

  $ 5,638     100.00 %   $ 6,872     100.00 %   $ 15,689     100.00 %   $ 15,847     100.00 %
   


 

 


 

 


 

 


 

As a percentage of average earning assets:

    1.65 %           2.44 %           1.63 %           2.06 %      
   


       


       


       


     

 

Noninterest Expense

 

For the third quarter of 2005, noninterest expense almost remained unchanged at $10.4 million compared to $10.2 million in same period last year, due in part to the lack of impairment losses in 2005 compared to a $1.3 million loss in third quarter of 2004, which offset most of the other increases. Noninterest expense, as a percentage of average assets, decreased to 3.04% in the third quarter of 2005 as compared to 3.61% in same period in 2004. Noninterest expense for the first nine months of 2005 increased 11% to $29.4 million compared with $26.5 million for the first nine months of 2004. Again, this modest increase resulted in part from the lack of impairment losses in the first nine months of 2005 compared to a loss of $1.9 million in 2004, which offset much of the other increase in noninterst expense.

 

The Company’s efficiency ratio is defined as the ratio of noninterest expense to the sum of net interest income before provision for loan losses and noninterest income. As a reflection of increased operational efficiencies, the efficiency ratio decreased substantially to 47% and 48%, respectively, for the three and nine months ended September 30, 2005, compared to 57% and 59% in the like periods a year ago. These improvements were primarily the result of increased interest income as a result of market rate increases, increased contributions from new branches, and the implementation of expense controls.

 

Compensation and employee benefits increased 9% and 17% to $4.9 million and $13.9 million, for the third quarter and nine months ended September 30, 2005, respectively, compared to $4.5 million and $11.8 million, respectively, for the same periods in 2004. Compensation and employee benefits as a percentage of average

 

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Table of Contents

earning assets also increased from 44% to 47% for the third quarter of 2005 as compared to same period last year. This increase in the dollar volume was mainly due to expenses associated with the increased personnel to staff the new branches, the increased hiring activity of highly qualified personnel, and normal salary increases.

 

Our continuing geographical expansion increased occupancy cost by 21% to $767,000 in the third quarter of 2005 from $634,000 in same quarter last year. Occupancy expense also increased to $2.3 million for the first nine months of 2005 as compared to $1.8 million for the same period last year.

 

Our expansion to other geographical areas was a major contributor to the increase in furniture, fixture, and equipment expense which totaled $515,000 and $1.3 million, respectively, for the three months and nine months ended September 30, 2005, an increase of 46% and 33%, respectively, as compared to $352,000 and $328,000, respectively, in the same period of 2004.

 

Professional service fees decreased by $120,000 to $1.1 million for the third quarter 2005 compared to $1.2 million in the same period of 2004. However, professional service fees were higher for the first nine months of 2005 and amounted to $3.0 million, or an increase of $481,000 as compared to $2.5 million for the same period last year. The increase was primarily attributable to costs related to Sarbanes-Oxley Act compliance, in particular, costs associated with the new requirement of an audit of the Company’s internal controls, as well as additional costs associated with ongoing litigation. Professional service fees as a percentage of total noninterest expense also increased in the first nine months of 2005 to 10% from 9% in the same period of 2004.

 

Business promotion and advertising expense increased by 29% and 37%, respectively, for the third quarter and nine months ended September 30, 2005, to $749,000 and $2.1 million, respectively, as compared to $580,000 and $1.5 million, respectively, in like periods a year ago. This increase was mainly due to the increased promotional activity for the Company’s products and new Loan Production Offices.

 

During the first nine months of 2005, the Company did not record any impairment losses on securities available for sale as compared to the recorded loss of $1.9 million during the first nine months of 2004. The impairment losses were recorded due to an other than temporary decline in market value due to the changes in interest rates on Fannie Mae and Freddie Mac preferred stock. The Company sold a portion of its U.S. Government sponsored enterprise preferred stock, which had been the subject of the 2004 impairment loss during the first quarter of 2005. The Company currently holds approximately $5.0 million of Fannie Mae floating-rate securities that reset ever two years at the 2-year U.S. Treasury Note minus 16bps. The next reset date is on March 20, 2006. Should there be additional permanent impairments on these securities in the future, these impairments would be recognized as losses on the income statement. However, it is impossible to predict at this time whether or to what extent such losses will occur.

 

During the first quarter of 2005, the Company terminated one of its longer maturity interest rate swaps and recorded a net loss of $306,000 for that quarter and for the first nine months of 2005. There was no loss recorded for the same period last year other than losses relating to mark to market adjustments in the swaps as discussed below.

 

The Company does not use hedge accounting treatment for its interest rate swaps, as the swaps have not qualified for such treatment since the inception of the swaps. When hedge accounting is not used the impact of changes in the market value of the hedge instruments is recognized in current earnings. During the third quarter a net loss of $129,000 was recognized compared to a gain of $635,000 in the comparable period of 2004. For the nine months ended September 30, 2005, net loss of $248,000 was recorded as compared to a gain of $132,000 in the comparable period of 2004. These amounts are included in noninterest expense in both periods.

 

Other operating expenses increased by $63,000 for the third quarter of 2005, and $11,000 for the first nine months of 2005. These increases were mainly due to increases in loan related and miscellaneous expenses.

 

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The remaining noninterest expenses include such items as data processing, stationery and supplies, telecommunications, postage, courier service and security service expenses. For the third quarter of 2005, these noninterest expenses remained flat at $1.3 million as compared to the same quarter in 2004. The remaining noninterest expenses were higher for the first nine months of 2005 and amounted to $3.7 for the nine months ended September 30, 2005 as compared to $3.4 million for like period last year. This increase was mainly attributable to expenses related to the new Valley branch and new LPOs.

 

The following table sets forth the breakdown of noninterest expense for the periods indicated:

 

Noninterest Expense

 

    

For the Three Months

Ended September 30,


   

For the Nine Months

Ended September 30,


 
    

2005


   

Restated

2004


   

Restated

2005


   

Restated

2004


 
     Amount

  Percent
of Total


    Amount

    Percent
of Total


    Amount

  Percent
of Total


    Amount

    Percent
of Total


 
     (Dollars in thousands)  

Salaries and benefits

   $ 4,903   47.15 %   $ 4,487     44.07 %   $ 13,880   47.16 %   $ 11,844     44.75 %

Occupancy

     767   7.38       634     6.23       2,336   7.94       1,843     6.96  

Furniture, fixture, and equipment

     515   4.95       352     3.46       1,330   4.52       1,002     3.79  

Data processing

     534   5.13       675     6.63       1,476   5.02       1,649     6.23  

Professional services fees

     1,061   10.20       1,181     11.60       2,967   10.08       2,486     9.39  

Business promotion and advertising

     749   7.20       580     5.70       2,065   7.02       1,505     5.69  

Stationery and supplies

     206   1.98       147     1.44       619   2.10       380     1.44  

Telecommunications

     144   1.38       114     1.12       443   1.51       397     1.50  

Postage and courier service

     188   1.81       171     1.68       538   1.83       458     1.73  

Security service

     215   2.07       221     2.17       587   1.99       543     2.05  

Impairment loss on available for sale securities

     —     —         1,329     13.05       —     —         1,869     7.06  

Loss on termination of interest rate swaps

     —     —         —       —         306   1.04       —       —    

(Gain) loss on interest rate swaps

     129   1.24       (635 )   (6.23 )     248   0.84       (132 )   (0.50 )

Other operating expense

     989   9.51       926     9.08       2,635   8.95       2,624     9.91  
    

 

 


 

 

 

 


 

Total noninterest expense

   $ 10,400   100.00 %   $ 10,182     100.00 %   $ 29,430   100.00 %   $ 26,468     100.00 %
    

 

 


 

 

 

 


 

As a percentage of average earning assets

         3.04 %           3.61 %         3.06 %           3.44 %

Efficiency ratio

         47.06 %           57.26 %         47.79 %           59.18 %

 

Provision for Income Taxes

 

Income tax expense is the sum of two components, current tax expense and deferred tax expense. Current tax expense is the result of applying the current tax rate to taxable income. The deferred portion reflects taxes where there are differences in the recognition of income or expense for tax and book purposes.

 

The provision for income taxes amounted to $4.2 million for the third quarter of 2005 compared to $2.7 million for the same period in 2004, and the effective tax rates were 39.4% and 38.5%, for the third quarter of 2005 and 2004, respectively. The increase in the tax provision was attributable to a 56% increase in pretax

 

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earnings in the third quarter of 2005 compared to the same period a year ago. The Company reduced taxes utilizing the tax credits from investments in the low-income housing projects in the amount of $565,000 for the first nine months of 2005 compared to $388,000 for the nine months ended September 30, 2004. The effective tax rates are also affected by the interest income on BOLI and dividends received on preferred stocks.

 

Deferred income tax assets or liabilities reflect the estimated future tax effects attributable to differences as to when certain items of income or expense are reported in the financial statements versus when they are reported in the tax return. The Company’s deferred tax assets were $7.0 million as of September 30, 2005, and $7.1 million as of December 31, 2004. As of September 30, 2005, the Company’s deferred tax assets were primarily due to the allowance for loan losses. Deferred tax assets were increased by unrecognized loss from securities that are available for sale.

 

FINANCIAL CONDITION ANALYSIS

 

The major components of the Company’s earning asset base are its interest-earning short-term investments, investment securities portfolio and loan portfolio. The detailed composition and growth characteristics of these three portfolios are significant to any analysis of the financial condition of the Company, and the loan portfolio analysis will be discussed in a later section of this Form 10-Q.

 

Interest Earning Short-Term Investments

 

The Company invests its excess available funds from daily operations in overnight Fed Funds and Money Market Funds. Money Market Funds are composed mostly of government funds and high quality short-term commercial paper. The Company can redeem the funds at any time. As of September 30, 2005 and December 31, 2004, the amounts invested in Fed Funds were $43.6 million and $35.9 million, respectively. The average yield earned on these funds was 3.08% for the first nine months of 2005 compared to 1.27% for the same period last year. The Company invested $5.1 million and $3.7 million in money market funds and interest bearing deposits in other banks as of September 30, 2005 and December 31, 2004. The average balance and yield on money market funds and interest bearing deposits in other banks were $3.8 million and 3.16% for the first nine months of 2005 as compared to $13.7 million and 1.01% for the comparable period of 2004.

 

Investment Portfolio

 

As of September 30, 2005, investment securities totaled $201.7 million or 13% of total assets, compared to $168.4 million or 13% of total assets as of December 31, 2004. The increase of $32.6 million in the investment portfolio was due to: $137.1 million of combined purchases of U.S. government agency and U.S. government sponsored enterprise securities, U.S. government sponsored enterprise mortgage-backed securities and municipal securities. These purchases were partially offset by: (i) $73.0 million in available-for-sale U.S. Treasury, U.S. government sponsored enterprise securities and corporate bonds, which matured during the first nine months, (ii) $13.5 million in available-for-sale U.S. government sponsored enterprise preferred stocks and $1.0 million corporate bonds sold during the period, (iii) $5.0 million of U.S. government agency and U.S. government sponsored enterprise securities called, and (iv) principal payments of $18.5 million made on mortgage-backed securities.

 

As of September 30, 2005, available-for-sale securities totaled $190.1 million, compared to $157.0 million as of December 31, 2004. Available-for-sale securities as a percentage of total assets remained unchanged at 12% at September 30, 2005, and December 31, 2004. Held-to-maturity securities slightly decreased to $11.0 million as of September 30, 2005, compared to $11.4 million as of December 31, 2004. This decrease was due to the principal payments on mortgage backed securities. The composition of available-for-sale and held-to-maturity securities was 95% and 5% as of September 30, 2005, compared to 93% and 7% as of December 31, 2004, respectively. For the three months and nine months ended September 30, 2005, the yield on the average investment portfolio was 3.54% 3.46%, respectively, as compared to 3.10% and 3.25% respectively, for the same

 

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periods of 2004. This increase was mainly due to market rate hikes and replacing matured and call securities with higher yielding new securities. This increase partially offset by selling $6.5 million of the Freddie Mac preferred stocks and reversing the accrued dividends associated with these securities. The Company purchased additional mortgage-backed securities and U.S government agency and U.S. Government sponsored enterprise securities during the first nine months of 2005. The Company used cash flows generated from prepayments in mortgage-backed securities to purchase U.S. government agency and U.S. Government sponsored enterprise securities and adjustable mortgage-backed securities. Part of the proceeds was also used to fund higher yielding loans.

 

As a result of additional purchases, the average balance of taxable investment securities increased by 58% to $162.3 million for the nine months ended September 30, 2005, compared to $102.6 million for the same period of previous year. The annualized average yield increased 28 basis points to 3.52% for the nine months ended September 30, 2005, compared to 3.24% for the previous year.

 

The average balance of tax-advantaged securities was $11.5 million and $17.0 million for the nine months ended September 30, 2005 and 2004, respectively. The average yield on tax-advantaged securities for the year ended September 30, 2005 was 2.67% compared to 3.37% for the same period last year. This decrease was mainly due to a decrease in the yield on U.S. Government sponsored enterprise preferred stock. The tax-equivalent yield on these same types of securities for the nine months ended September 30, 2005 was 3.99% compared to 4.85% for the same period last year. The decrease in the yield on the tax advantage securities was primarily due to lower yielding U.S. Government sponsored enterprise preferred stock.

 

The following table summarizes the amortized cost, fair value and distribution of the Company’s investment securities as of the dates indicated:

 

Investment Portfolio

 

     As of September 30, 2005

   As of December 31, 2004

     Amortized
Cost


   Fair
Value


   Amortized
Cost


   Fair
Value


     (Dollars in thousands)

Available for Sale:

                           

U.S. Treasury securities

   $ 498    $ 498    $ 2,014    $ 2,033

U.S. Government agencies asset-backed securities

     —        —        6      6

U.S. Government sponsored enterprise securities

     99,480      98,421      66,535      65,747

U.S. Government agencies and U.S. Government sponsored enterprise mortgage-backed securities*

     69,362      68,810      62,294      62,279

U.S. Government sponsored enterprise preferred stock

     4,865      5,107      10,092      10,138

Corporate trust preferred securities

     11,000      11,051      11,000      11,028

Corporate debt securities

     3,193      3,189      5,698      5,796

Investments in mutual funds

     3,000      2,977      —        —  
    

  

  

  

Total available for sale

   $ 191,398    $ 190,053    $ 157,639    $ 157,027
    

  

  

  

Held to Maturity:

                           

U.S. Government agencies and U.S. Government sponsored enterprise mortgage-backed securities

     4,413      4,344      6,197      6,161

Municipal securities

     6,601      6,705      5,199      5,392
    

  

  

  

Total held to maturity

   $ 11,014    $ 11,049    $ 11,396    $ 11,553
    

  

  

  

Total investment securities

   $ 202,412    $ 201,102    $ 169,035    $ 168,580
    

  

  

  

 

* Includes government agency securities of $16.5 million amortized cost and $16.4 million fair market value at September 30, 2005 compared to $17.4 million amortized cost and $17.3 million fair market value at December 31, 2004.

 

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The following table summarizes, as of September 30, 2005, the maturity characteristics of the investment portfolio by investment category. Expected remaining maturities may differ from remaining contractual maturities because obligors may have the right to prepay certain obligations with or without penalties.

 

Investment Maturities and Repricing Schedule

 

    (Dollars in thousands)

 
    Within One Year

    After One But
Within Five Years


    After Five But
Within Ten Years


    After Ten Years

    Total

 
    Amount

  Yield 17

    Amount

  Yield 11

    Amount

  Yield

    Amount

  Yield 17

    Amount

  Yield 17

 

Available for Sale (Fair Value):

                                                           

U.S. Treasury securities

  $ 498   3.50 %   $ —     —   %   $ —     —   %   $ —     —   %   $ 498   3.50 %

U.S. Government agencies and U.S. Government sponsored enterprise securities

    19,912   1.79       78,509   3.20       —     —         —     —         98,421   2.92  

U.S. Government agencies and U.S. Government sponsored enterprise mortgage-backed securities

    —     —         2,379   4.66       3,570   4.48       62,861   3.87       68,810   3.93  

U.S. Government sponsored enterprise preferred stock

    5,107   1.16       —     —         —     —         —     —         5,107   1.16  

Corporate trust preferred securities

    —     —         —     —         —     —         11,051   5.30       11,051   530  

Corporate debt securities

    1,009   5.80       2,180   4.18       —     —         —     —         3,189   4.69  

Investments in mutual funds

    2,977   3.95       —     —         —     —         —     —         2,977   3.95  
   

 

 

 

 

 

 

 

 

 

Total available for sale securities

  $ 29,503   1.85     $ 83,067   3.27     $ 3,570   4.48     $ 73,913   4.08     $ 190,053   3.39  
   

 

 

 

 

 

 

 

 

 

Held to Maturity (Amortized Cost):

                                                           

U.S. Government agencies and U.S. Government sponsored enterprise mortgage-backed securities

    —     —         —     —         —     —         4,413   3.74       4,413   3.74  

Municipal securities

    —     —         2,632   4.25       3,073   4.01       897   3.76       6,601   4.07  
   

 

 

       

 

 

 

 

 

Total held to maturity

  $ —     —       $ 2,632   4.25     $ 3,073   4.01     $ 5,309   3.74     $ 11,014   3.94  
   

 

 

 

 

 

 

 

 

 

Total investment securities

  $ 29,503   1.85 %   $ 85,699   3.30 %   $ 6,642   4.26 %   $ 79,222   4.06 %   $ 201,067   3.42 %
   

 

 

 

 

 

 

 

 

 

 

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The following table shows the Company’s investments with 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, 2005:

 

     Less than 12 months

    12 months or more

    Total

 
     Fair Value

   Unrealized Loss

    Fair Value

   Unrealized Loss

    Fair Value

   Unrealized Loss

 
     (Dollars in thousands)       

U.S. Government and U.S. Government sponsored enterprise agencies securities

   $ 56,245    $ (245 )   $ 27,174    $ (814 )   $ 83,419    $ (1,059 )

U.S. Government agencies and U.S. Government sponsored enterprise mortgage-backed securities

     59,229      (628 )     4,685      (26 )     63,914      (654 )

Corporate debt securities

     1,177      (17 )     —        —         1,177      (17 )
    

  


 

  


 

  


Total

   $ 116,651    $ (890 )   $ 31,859    $ (840 )   $ 148,509    $ (1,730 )
    

  


 

  


 

  


 

As of September 30, 2005, the Company has a total fair value of $148.5 million of securities with unrealized losses of $1.7 million. We believe these unrealized losses are due to a temporary condition, namely fluctuations in interest rates, and do not reflect a deterioration of credit quality of the issuer. The market value of securities which have been in a continuous loss position for 12 months or more totaled to $31.9 million with unrealized losses of $840,000. The Company sold $6.5 million of the Freddie Mac preferred stocks during the first quarter of 2005.

 


17 Yields on tax-advantaged income have been computed on a tax equivalent basis. 100% of earnings on municipal obligations and 70% of earnings on the preferred stock are not taxable for federal income tax purposes.

 

All individual securities that have been in a continuous unrealized loss position for twelve months or longer at September 30, 2005 had investment grade ratings upon purchase. The issuers of these securities have not, to our knowledge, established any cause for default on these securities and the various rating agencies have reaffirmed these securities’ long term investment grade status at September 30, 2005. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated. However, the Company has the ability, and Management intends, to hold these securities until their fair values recover to cost.

 

Loan Portfolio

 

The Company’s moderate loan growth continued during the first nine months of 2005. Net loans increased $187.8 million, or 19%, to $1.2 billion at September 30, 2005, as compared to $1.0 billion at December 31, 2004. The increase in loans was funded primarily through deposit growth from established branches. While Management believes that it can continue to leverage the Company’s current infrastructure to achieve similar or greater growth in loans for the remainder of the year, no assurance can be given that such growth will in fact occur. Net loans as of September 30, 2005, represented 75% of total assets, compared to 76% as of December 31, 2004.

 

The growth in net loans is comprised primarily of net increases in real estate commercial loans of $152.5 million or 25%, commercial business loans of $42.5 million, or 20%, consumer loans of $10.2 million or 17%, and SBA loans of $7.0 million or 14%. Partially offsetting the growth in these loan categories were net decreases in construction loans of $10.7 million or 63% and trade finance loans of $10.6 million or 13%.

 

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As of September 30, 2005, commercial real estate remained the largest component of the Company’s total loan portfolio with loans totaling $759.8 million, representing 63% of total loans, compared to $607.3 million or 59% of total loans at December 31, 2004. The increase in commercial real estate loans resulted from Management’s continued efforts to promote this portion of the loan portfolio, which entails a somewhat lesser degree of risk than certain other loans in the portfolio due to the nature and value of the collateral.

 

Commercial business loans increased by $42.5 million as of September 30, 2005 to $251.5 million, as compared to $209.0 million at year end 2004, mainly due to increased activity in other commercial business loans.

 

Trade finance loans decreased by $10.6 million or 13% to $73.1 million at September 30, 2005 from $83.8 million at December 31, 2004. This decrease in trade finance loans was mainly due to decreased activity in documentary negotiable advances.

 

The Company sold $37.2 million of guaranteed and unguaranteed portions of SBA loans in the first nine months of 2005, and retained the obligation to service the loans for a servicing fee and to maintain customer relations. As of September 30, 2005, the Company was servicing $148.7 million of sold SBA loans, compared to $137.5 million as of December 31, 2004. Despite continuing sales of SBA loans, SBA loans increased to $56.0 million at September 30, 2005, an increase of $7.0 million, or 14%, compared to last year-end.

 

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

 

     September 30, 2005

    December 31, 2004

 
     Amount

    Percent of
Total


    Amount

    Percent of
Total


 
     (Dollars in thousands)  

Real Estate

                            

Construction

   $ 6,183     0.51 %   $ 16,919     1.65 %

Commercial 18

     759,806     62.52       607,296     59.25  

Commercial Loans

     251,509     20.70       208,995     20.39  

Trade Finance Loans 19

     73,160     6.02       83,763     8.17  

SBA

     35,926     2.96       34,504     3.37  

Other 21

     185     0.02       864     0.08  

Consumer

     68,350     5.62       58,178     5.68  
    


 

 


 

Total Gross Loans

     1,195,119     98.35 %     1,010,519     98.59 %
    


 

 


 

Less:

                            

Allowance for Loan Losses

     (13,379 )           (11,227 )      

Deferred Loan Fees

     (1,422 )           (1,356 )      

Discount on SBA Loans Retained

     (2,109 )           (1,986 )      
    


       


     

Total Net Loans

   $ 1,198,265           $ 1,010,473        
    


       


     

SBA held for sale20

   $ 20,056     1.65 %   $ 14,523     1.41 %
    


 

 


 

 

The Company has historically made four types of credit extensions involving direct exposure to the Korean economy: (i) commercial loans to U.S. affiliates or subsidiaries or branches of companies located in South Korea (“Korean Affiliate Loans”), (ii) unused commitments for loans to U.S. affiliates of Korean companies (iii) advances on acceptances by Korean banks, and (iv) loans against standby letters of credit issued by Korean banks. In certain instances, standby letters of credit issued by Korean banks support the loans made to the U.S. affiliates or subsidiaries or branches of Korean companies, to which the Company has extended loans. In addition, the Company makes certain loans involving indirect exposure to the economies of South Korea as well as other Pacific Rim countries, as discussed at the end of this section.

 

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The following table sets forth the amounts of outstanding balances in the above four categories for South Korea:

 

Loans and Commitments* Involving Korean Country Risk

 

     September 30,
2005


   December 31,
2004


     (Dollars in thousands)

Commercial loans and commitments to U.S. affiliates or subsidiaries or branches of Korean companies

   $ 11,449    $ 12,772

Unused commitments for loans to U.S. affiliates of Korean Companies

     20,384      15,169

Acceptances with Korean Banks

     11,516      14,623

Standby letters of credit issued by banks in South Korea and loans secured by standby letters of credit

     9,527      10,527
    

  

Total

   $ 52,876    $ 53,091
    

  


* Commitments are off balance sheet items.

 

Loans and commitments involving direct exposure to the Korean economy totaled $52.9 million or 4% of total loans and commitments and $53.1 million or 4% of total loans and commitments as of September 30, 2005 and December 31, 2004, respectively. The Company’s level of loans and commitments involving such exposure on September 30, 2005 has decreased as compared to December 31, 2004, primarily due to a $3.1 million decrease in unused commitments for loans to U.S. affiliates of Korean Companies.

 

The potential risks to the Company differ depending upon whether the customer is in the export or the import business. The primary manner in which adverse changes in the economic conditions in the relevant Pacific Rim countries would affect business customers in the export business is a decrease in the volume in their respective businesses. As a result, the Company’s volume of such loans would tend to decrease due to lower demand. In addition, export loans are generally dependent on the businesses’ cash

 


18 Real estate commercial loans are loans secured by first deeds of trust on real estate

 

19 Includes advances on trust receipts, clean advances, cash advances, acceptances discounted, and documentary negotiable advances under commitments.pLP6

 

20 SBA loans held for sale is stated at the lower of cost or market.

 

21 Consists of transactions in process and overdrafts.

 

flows and thus may be subject to adverse conditions in the general economy of the country or countries with which the customer does its exporting business. The Company’s import loans are generally to U.S. domestic business entities whose operations would not be directly affected by the economic conditions of foreign countries, as importers can typically obtain goods from an alternative market if necessary, so the effect on the borrower’s business is less significant.

 

The Company limits its risk exposure with respect to export loans by participating in the state and federal agency supported export programs such as the Export Working Capital Program and the California Export Finance Office, which guarantee 70 to 90% of the export loans. The Company also requires that a majority of export finance loans are supported by letters of credit issued by established creditworthy commercial banks. The Company also monitors other foreign countries for economic or political risks to the portfolio. As part of its loan loss allowance methodology, the Company assigns one of three rating factors to borrowers in these businesses, depending upon the perceived degree of indirect country risk and allocates an additional amount to the allowance to reflect the potential additional risk from such indirect exposure to the economies of those foreign countries.

 

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Table of Contents

Nonperforming Assets

 

Nonperforming assets are comprised of loans on nonaccrual status, loans 90 days or more past due but still accruing interest, loans restructured where the terms of repayment have been renegotiated, resulting in a reduction and/or deferral of interest or principal, and Other Real Estate Owned (“OREO”). Management generally places loans on nonaccrual status when they become 90 days or more past due, unless they are fully secured and in process of collection. Loans may be restructured in the discretion of Management when a borrower has experienced some change in financial status causing an inability to meet the original repayment terms, but the Company nonetheless believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of real property acquired through foreclosure or similar means that Management intends to offer for sale.

 

Management’s classification of a loan as nonaccrual or restructured is an indication that there is reasonable doubt as to the full collectibility of principal and/or interest on the loan. At this point, the Company stops recognizing income from the interest on the loan and reverses any uncollected interest that had been accrued but unpaid. If the loan deteriorates further due to a borrower’s bankruptcy or similar financial problems, unsuccessful collection efforts or a loss classification by regulators or auditors, the remaining balance of the loan is then charged off. These loans may or may not be collateralized, but collection efforts are continuously pursued. Total nonperforming loans were $3.0 million and $3.4 million as of September 30, 2005 and December 31, 2004, respectively. The decrease in nonperforming loans was mainly due to a $169,000 decrease in commercial business loans and $106,000 in SBA loans. Total nonperforming loans also decreased by $997,000 to $3.0 million at September 30, 2005 from $4.0 million at September 30, 2004. This decrease was primarily due to a $723,000 decrease in nonperforming commercial business loans.

 

The following table provides information with respect to the components of the Company’s nonperforming assets as of the dates indicated:

 

    

September 30,

2005


    December 31,
2004


   

September 30,

2004


 
     (Dollars in Thousands)  

Nonaccrual loans:

                        

Real estate:

                        

Construction

   $ 1,663     $ 1,746     $ 1,766  

Commercial

     —         —         —    

Commercial:

                        

Korean Affiliate Loans

     —         —         —    

Other commercial loans

     788       957       1,511  

Consumer

     66       108       47  

Trade finance:

                        

Korean Affiliate Loans

     —         —         —    

Other trade finance loans

     —         —         87  

SBA

     514       620       617  

Other 22

     —         —         —    
    


 


 


Total

     3,031       3,431       4,028  

Loans 90 days or more past due (as to principal or interest) still accruing:

                        

Total

     —         —         —    

Restructured loans: 23

                        

Total

     —         —         —    
    


 


 


Total nonperforming loans

     3,031       3,431       4,028  

Other real estate owned

     —         —         —    
    


 


 


Total nonperforming assets

   $ 3,031     $ 3,431     $ 4,028  
    


 


 


Nonperforming loans as a percentage of total loans

     0.25 %     0.34 %     0.43 %

Nonperforming assets as a percentage of total loans and other real estate owned

     0.25 %     0.34 %     0.43 %

Allowance for loan losses to nonperforming loans

     441.45 %     327.22 %     257.30 %

 

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The Company evaluates impairment of loans according to the provisions of SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Under SFAS No. 114, loans are considered impaired when it is probable that the Company will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement, including contractual interest and principal payments. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, alternatively, at the loan’s observable market price or the fair value of the collateral if the loan is collateralized, less costs to sell.


22 Consists of transactions in process and overdrafts

 

23 A “restructured loan” is one the terms of which were renegotiated to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower.

 

The following table provides information on impaired loans for the periods indicated:

 

     September 30,
2005


    December 31,
2004


 
     (Dollars in thousands)  

Impaired loans with specific reserves

   $ 2,370     $ 2,616  

Impaired loans without specific reserves

     4,552       2,490  
    


 


Total impaired loans

     6,922       5,106  

Allowance on impaired loans

     (161 )     (398 )
    


 


Net recorded investment in impaired loans

   $ 6,761     $ 4,711  
    


 


Average total recorded investment in impaired loans

   $ 5,334     $ 6,520  

Interest income recognized in impaired loans on a cash basis

   $ 164     $ 234  

 

Allowance for Loan Losses

 

The allowance for loan losses reflects Management’s judgment of the level of allowance adequate to provide for probable losses inherent in the loan portfolio as of the balance sheet date. On a quarterly basis, the Company assesses the overall adequacy of the allowance for loan losses, utilizing a disciplined and systematic approach which includes the application of a specific allowance for identified problem loans, a formula allowance for identified graded loans, an allocated allowance for large groups of smaller balance homogenous loans, and an allocated allowance for country risk exposure.

 

Allowance for Specifically Identified Problem Loans. The specific allowance is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Company may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. Regardless of the measurement method, the Company measures impairment based on the fair value of the collateral when it is determined that foreclosure is probable.

 

Formula Allowance for Identified Graded Loans. Non-homogenous loans such as commercial real estate, construction, commercial business, trade finance and SBA loans that are not impaired are reviewed individually and subject to a formula allowance. The formula allowance is calculated by applying loss factors to outstanding pass, special mention, substandard, and doubtful loans. The evaluation of inherent loss for these loans involves a high degree of uncertainty, subjectivity, and judgment, because probable loan losses are not identified with specific loans. In determining the formula allowance, Management relies on a mathematical calculation that incorporates a twelve-quarter rolling average of historical losses.

 

In order to reflect the impact of recent events, the twelve-quarter rolling average is weighted. Loans risk classified as pass, special mention and substandard for the most recent three quarters are weighted approximately as follows:

 

    The most recent quarter is weighted 55%;

 

    The second most recent is weighted 27%; and

 

    The third most recent is weighted 18%.

 

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Table of Contents

The formula allowance may be further adjusted to account for the following qualitative factors:

 

    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 of the volume and severity of past due and classified loans, and trends in the volume of nonaccrual 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 Board of Directors;

 

    The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and

 

    The effect of external factors such as competition and legal and regulatory requirements on the level of estimated losses in our loan portfolio.

 

Allowance for Large Groups of Smaller Balance Homogeneous Loans. The portion of the allowance allocated to large groups of smaller balance homogenous loans is focused on loss experience for the pool rather than on analyses of individual loans. Large groups of smaller balance homogenous loans consist of consumer loans to individuals. The allowance for groups of performing loans is based on historical losses over a three-year period. In determining the level of allowance for delinquent groups of loans, the Company classifies groups of homogenous loans based on the number of days delinquent.

 

Allowance for Country Risk Exposure. The allowance for country risk exposure is based on an estimate of probable losses relating to both direct exposure to the Korean economy, and indirect exposure to the economies of various Pacific Rim countries. The exposure is related to trade finance loans made to support export/import businesses between the U.S. and South Korea, Korean Affiliate Loans, and certain loans to local U.S. businesses that are supported by standby letters of credit issued by Korean banks. As with the credit rating system, the Company uses a country risk grading system under which risk gradings have been divided into three ranks. To determine the risk grading, the Company evaluates loans to companies with a significant portion of their business reliant upon imports or exports to Pacific Rim countries. The Company then analyzes the degree of dependency on business, suppliers or other business areas dependent upon such countries and applies an individual rating to the credit. The Company provides an allowance for country risk exposure based upon the rating of dependency. Most of the Company’s business customers whose operations are indirectly affected by the economies of such countries are in the import or export businesses. As part of its methodology, the Company assigns one of three rating factors (25, 50 or 75 basis points) to borrowers in these businesses, depending upon the perceived degree of indirect exposure to such economies. The “country risk exposure factor” reflected in the table below is in addition to the allowance for such loans, which is already reflected, in the formula allowance. This factor takes into account both the direct risk on the loans included in the Loans Involving Country Risk table above, and the loans to import or export businesses involving indirect exposure to the Korean economy.

 

The process of assessing the adequacy of the allowance for loan losses involves judgmental discretion, and eventual losses may differ from even the most recent estimates. Further, the Company’s independent loan review consultants, as well as the Company’s external auditors, the FDIC and the California Department of Financial Institutions, review the allowance for loan losses as an integral part of their examination process.

 

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Table of Contents

The following table sets forth the composition of the allowance for loan losses as of September 30, 2005 and December 31, 2004:

 

     As of
September 30,
2005


   As of
December 31,
2004


     (Dollars in thousands)

Composition of Allowance for Loan Losses

             

Specific (Impaired loans).

   $ 161    $ 398

Formula (non-homogeneous)

     12,603      10,282

Homogeneous

     327      269

Country risk exposure

     288      278
    

  

Total allowance for loan losses

   $ 13,379    $ 11,227
    

  

 

The table below summarizes the activity in the Company’s allowance for loan losses for the periods indicated:

 

    As of and For the Periods Ended  
    (Dollars in thousands)

 
    September, 30
2005


    December 31,
2004


    September, 30
2004


 

Allowance for Loan Losses

                       

Balances:

                       

Average total loans outstanding during period 24

  $ 1,088,172     $ 878,819     $ 846,638  

Total loans outstanding at end of period

  $ 1,211,644     $ 1,021,359     $ 939,197  

Allowance for Loan Losses:

                       

Balance at beginning of period

  $ 11,227     $ 8,804     $ 8,804  

Charge-offs:

                       

Real Estate

                       

Construction

    —         435       435  

Commercial

    —         —         —    

Commercial:

    433       967       570  

Consumer

    162       165       87  

Trade Finance:

    —         —         —    

SBA

    2       63       9  

Other

    —         —         —    
   


 


 


Total charge-offs

    597       1,630       1,101  
   


 


 


Recoveries

                       

Real estate

                       

Construction

    —         —         —    

Commercial

    —         —         —    

Commercial

    93       696       413  

Consumer

    11       35       35  

Trade finance

    —         41       41  

SBA

    15       31       22  

Other

    —         —         —    
   


 


 


Total recoveries

    119       803       511  
   


 


 


Net loan charge-offs

    478       827       590  
   


 


 


Provision for loan losses

    2,630       3,250       2,150  
   


 


 


Balance at end of period

  $ 13,379     $ 11,227     $ 10,364  
   


 


 


Ratios:

                       

Net loan charge-offs to average total loans

    0.04 %     0.09 %     0.07 %

Provision for loan losses to average total loans

    0.24       0.37       0.25  

Allowance for loan losses to gross loans at end of period

    1.10       1.10       1.10  

Allowance for loan losses to total nonperforming loans

    441.45       327.22       257.30  

Net loan charge-offs to allowance for loan losses at end of period

    3.57       7.37       5.70  

Net loan charge-offs to provision for loan losses

    18.17 %     25.45 %     27.44 %

 

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Table of Contents

The allowance for loan losses was $13.4 million as of September 30, 2005 compared to $11.2 million at December 31, 2004. The Company recorded a provision of $2.6 million for the first nine months of 2005. For the nine months ended September 30, 2005, the Company charged off $597,000 and recovered $119,000, resulting in net charge-offs of $478,000, compared to net charge-offs of $590,000 for the same period in 2004. The ratio of the allowance to gross loans remained unchanged at 1.10% at September 30, 2005, December 31, 2004 and September 30, 2004. The Company provides an allowance for new credits based on the migration analysis discussed previously. Because of the improving quality of assets, the ratio of the allowance for loan losses to total nonperforming loans increased to 441.5% as of September 30, 2005 compared to 327.2% as of December 31, 2004 and 257.3% at September 30, 2004. Management believes that the ratio of the allowance to nonperforming loans at September 30, 2005 was adequate based on its overall analysis of the loan portfolio.

 

The balance of the allowance for loan losses increased to $13.4 million as of September 30, 2005 compared to $11.2 million as of December 31, 2004. This increase was mainly due to an $2.3 million increase in formula (non-homogeneous) allowance, a $58,000 increase in homogeneous allowance and a $10,000 increase in country risk exposure mainly due to loan growth. These increases were partially offset by a decrease in the specific reserve of $237,000.


24 Total loans are net of deferred loan fees and discount on SBA loans sold.

 

The provision for loan losses for the first nine months of 2005 was $2.6 million, an increase of 22%, compared to $2.2 million for the same period in 2004. This increase was due to loan growth.

 

Management believes the level of allowance as of September 30, 2005 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 may not require increased provisions for loan losses in the future.

 

Management is committed to maintaining the allowance for loan losses at a level that is considered commensurate with estimated and known risks in the portfolio. Although the adequacy of the allowance is reviewed quarterly, Management performs an ongoing assessment of the risks inherent in the portfolio. Real estate is the principal collateral for the Company’s loans.

 

Other Assets

 

Other assets were at $4.9 million at September 30, 2005 and $4.0 million at December 31, 2004.

 

Deposits

 

An important balance sheet component affecting the Company’s net interest margin is its deposit base. The Company’s average interest bearing deposit cost increased to 2.74% during the first nine months of 2005, compared to 1.90% for the same period of 2004. This increase is primarily due to the increases in short term rates set by the Federal Reserve Board, which caused the average rates paid on deposits and other liabilities to increase.

 

The Company can deter, to some extent, the rate hunting customers who demand high cost CDs because of local market competition by using wholesale funding sources. Total brokered CDs were $20.0 million as of September 30, 2005, and December 31, 2004, with maturities ranging from ten to twelve months. With interest rates relatively low, the Company has extended the duration of its liabilities using wholesale funding sources to protect its net interest margin going forward in the event that interest rates begin to rise. In addition, the Company maintained an $80.0 million time certificate of deposit from a governmental entity as of September 30, 2005, which increased by $20 million as compared to $60 million at December 31, 2004. The deposit has historically been renewed every 3 to 6 months.

 

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Table of Contents

Total deposits increased by $223.0 million or 19% to $1.39 billion at September 30, 2005 compared to $1.17 billion at December 31, 2004. The increase was mainly due to a $63.6 million increase in non-interest bearing deposits and a $151.5 million increase in time deposits of $100,000 or more. Savings also increased by 9%, to $80.3 million from $73.7 million at December 31, 2004. The Company introduced a new deposit product called Summer CDs in June 2005, which contributed to deposit growth.

 

Deposits consist of the following as of the dates indicated:

 

    

September, 30

2005


  

December, 31,

2004


     (Dollars in Thousands)

Demand deposits (noninterest-bearing)

   $ 410,767    $ 347,195

Money market accounts and NOW

     203,294      210,842

Savings

     80,333      73,733
    

  

       694,394      631,770
    

  

Time deposits:

             

Less than $100,000

     90,280      81,407

$100,000 or more

     603,896      452,359
    

  

       694,176      533,766
    

  

Total

   $ 1,388,570    $ 1,165,536
    

  

 

Time deposits by maturity dates are as follows at September 30, 2005:

 

     $100,000 or
Greater


   Less Than
$100,000


   Total

     (Dollars in thousands)

2005

   $ 189,372    $ 27,264    $ 216,636

2006

     405,205      59,705      464,911

2007

     3,867      2,279      6,145

2008

     4,148      852      5,000

2009 and thereafter

     1,304      180      1,484
    

  

  

Total

   $ 603,896    $ 90,280    $ 694,176
    

  

  

 

Information concerning the average balance and average rates paid on deposits by deposit type for the three and nine months ended September 30, 2005 and 2004 is contained in the “Distribution, Yield and Rate Analysis of Net Income” tables above in the section entitled “Net Interest Income and Net Interest Margin.”

 

Other Borrowed Funds

 

The Company regularly uses Federal Home Loan Bank of San Francisco (“FHLB”) advances and short-term borrowings, which consist of notes issued to the U.S. Treasury to manage Treasury Tax and Loan payments. The Company’s outstanding FHLB borrowing was $47.2 million and $42.4 million, at September 30, 2005 and December 31, 2004, respectively. This increase was due to Management’s decision to fund loan growth by increasing FHLB advances. Notes issued to the U.S. Treasury and fed funds purchased amounted $605,000, and $15.0 million, as of September 30, 2005, respectively, compared to $2.2 million and $0, respectively, as of December 31, 2004. The total borrowed amount outstanding at September 30, 2005 and December 31, 2004 was $63.1 million and $44.9 million, respectively.

 

In addition, the issuance of long-term subordinated debenture at the end of 2003 of $18.0 million in “pass-through” trust preferred securities created another source of funding.

 

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Table of Contents

Contractual Obligations

 

The following table presents, as of September 30, 2005, the Company’s significant fixed and determinable contractual obligations, within the categories described below, by payment date. These contractual obligations, except for the operating lease obligations, are included in the Consolidated Statements of Financial Condition. The payment amounts represent those amounts contractually due to the recipient.

 

     Payments Due by Period

    

Less than

1 year


   1-3 years

   3-5 years

  

After

5 years


   Total

     (Dollars in Thousands)

Debt obligations *

   $ 40,000    $ 4,000    $ —      $ 3,179    $ 47,179

Deposits

     1,338,776      42,121      7,673      —        1,388,570

Operating lease obligations

     493      3,286      1,303      1,895      6,977
    

  

  

  

  

Total contractual obligations

   $ 1,379,269    $ 49,407    $ 8,976    $ 5,074    $ 1,442,726
    

  

  

  

  

 

* Includes principal payment only

 

LIQUIDITY AND MARKET RISK/INTEREST RISK MANAGEMENT

 

Liquidity

 

Liquidity is the Company’s ability to maintain sufficient cash flow to meet deposit withdrawals and loan demands and to take advantage of investment opportunities as they arise. The Company’s principal sources of liquidity have been growth in deposits, proceeds from the maturity of securities, and repayments from loans. To supplement its primary sources of liquidity, the Company maintains contingent funding sources, which include a borrowing capacity of up to 25% of total assets upon providing collateral with the Federal Home Loan Bank of San Francisco, access to the discount window of the Federal Reserve Bank of San Francisco, a deposit facility with the California State Treasurers office up to 50% of total equity with collateral pledging, and unsecured Fed funds lines with correspondent banks.

 

As of September 30, 2005, the Company’s liquidity ratio, which is the ratio of available liquid funds to net deposits and short-term liabilities was 16%. Total available liquidity as of that date was $227.4 million, consisting of excessive cash holdings or balances in due from banks, overnight Fed funds sold, money market funds and unpledged available for sale securities. It is the Company’s policy to maintain a minimum liquidity ratio of at least 10%. The Company’s net non-core fund dependence ratio was 42% under applicable regulatory guidelines, which assumes all certificates of deposit over $100,000 (“Jumbo CD’s”) as volatile sources of funds. The Company has identified approximately $40 million of Jumbo CD’s as stable and core sources of funds based on past historical analysis. The net non-core fund dependence ratio was 40% with the assumption of $40 million as stable and core fund sources and certain portion of MMDA as volatile. The net non-core fund dependence ratio is the ratio of net short-term investment less non-core liabilities divided by the long-term assets.

 

Market Risk/Interest Rate Risk Management

 

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending, investment and deposit taking activities. The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. To that end, Management actively monitors and manages its interest rate risk exposure.

 

Asset/liability management is concerned with the timing and magnitude of the repricing of assets and liabilities. The Company actively monitors its assets and liabilities to mitigate risks associated with interest rate movements. In general, Management’s strategy is to match asset and liability balances within maturity categories

 

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Table of Contents

to limit the Company’s exposure to earnings fluctuations and variations in the value of assets and liabilities as interest rates change over time. The Company’s strategy for asset/liability management is formulated and monitored by the Company’s Asset/Liability Management Board Committee. This Board Committee is composed of four outside directors and the President. The Chief Financial Officer serves as a secretary of the Committee. The Board Committee meets quarterly to review and adopt recommendations of the Asset/Liability Management Committee.

 

The Asset/Liability Management Committee consists of executive and manager level officers from various areas of the Company including lending, investment, and deposit gathering, in accordance with policies approved by the Board of Directors. The primary goal of the Company’s Asset/Liability Management Committee is to manage the financial components of the Company to optimize the net income under varying interest rate environments. The focus of this process is the development, analysis, implementation, and monitoring of earnings enhancement strategies, which provide stable earnings and capital levels during periods of changing interest rates.

 

The Asset/Liability Management Committee meets regularly to review, among other matters, the sensitivity of the Company’s assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, and maturities of investments and borrowings. The Asset/Liability Management Committee also approves and establishes pricing and funding decisions with respect to overall asset and liability composition, and reports regularly to the Asset/Liability Board Committee and the Board of Directors.

 

Interest Rate Risk

 

Interest rate risk occurs when assets and liabilities reprice at different times as interest rates change. In general, the interest rates that the Company earns on its assets and pays on its liabilities are established contractually for specified periods of time. Market interest rates change over time and if a financial institution cannot quickly adapt to changes in interest rates, it may be exposed to volatility in earnings. For instance, if the Company were to fund long-term fixed rate assets with short-term variable rate deposits, and interest rates were to rise over the term of the assets, the short-term variable deposits would rise in cost, adversely affecting net interest income. Similar risks exist when rate sensitive assets (for example, prime rate based loans) are funded by longer-term fixed rate liabilities in a falling interest rate environment.

 

In order to monitor and manage interest rate risk, Management utilizes quarterly gap analysis and quarterly simulation modeling as a tool to determine the sensitivity of net interest income and economic value sensitivity of the balance sheet. These techniques are complementary and both are used to provide a more accurate measurement of interest rate risk.

 

Gap analysis measures the repricing mismatches between assets and liabilities. The interest rate sensitivity gap is determined by subtracting the amount of liabilities from the amount of assets that reprice during a particular time interval. A liability sensitive position results when more liabilities than assets reprice or mature within a given period. Conversely, an asset sensitive position results when more assets than liabilities reprice within a given period. As of September 30, 2005, the Company was asset sensitive with a positive one-year gap of $233.3 million or 14.6% of total assets and 16.1% of earning assets.

 

Although the interest rate sensitivity gap analysis is a useful measurement tool and contributes to effective asset/liability management, it is difficult to predict the effect of changing interest rates based solely on that measure. As a result, the Asset/Liability Management Committee also uses simulation modeling on a quarterly basis as a tool to measure the sensitivity of earnings and economic value of equity (“EVE”) to interest rate changes. EVE is defined as the net present value of an institution’s existing assets, minus the present value of liabilities and off-balance sheet instruments. The simulation model captures all assets, liabilities, and off-balance sheet financial instruments, such as the interest rate swaps, and other significant variables considered to be affected by interest rates. These other significant variables include prepayment speeds on mortgage-backed

 

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Table of Contents

securities, cash flows on loans and deposits, principal amortization, call options on investment securities purchased, balance sheet growth assumptions, and changes in interest rate relationships as various rate indices react differently to market rates. The simulation measures the volatility of net interest income and net portfolio value under immediate rising or falling market rate scenarios in 100-basis-point increments up to 300 basis points.

 

The following table sets forth, as of September 30, 2005, the estimated impact of changes on the Company’s net interest income over a twelve-month period and EVE, assuming a parallel shift of 100 to 300 basis points in both directions.

 

Change

(In Basis Points)


  

Net Interest Income

(Next twelve months)


   % Change

    Economic Value
of Equity (EVE)


   % Change

 
     (Dollars in thousands)  

+300

   $ 80,287    18.04 %   $ 103,329    -4.58 %

+200

   $ 76,190    12.02 %   $ 104,790    -3.14 %

+100

   $ 72,097    6.00 %   $ 106,459    -1.60 %

Level

   $ 68,016    0.00 %   $ 108,189    0.00 %

-100

   $ 63,925    -6.01 %   $ 109,864    1.55 %

-200

   $ 59,494    -12.53 %   $ 111,009    2.61 %

-300

   $ 53,236    -21.73 %   $ 111,480    3.04 %

 

As previously indicated, net income increases (decreases) as market interest rates rise (fall), since the Company is asset sensitive. The EVE decreases (increases), as the rate rises (falls), since the EVE has a negative convexity (reverse relationship) with the discount rate. As the above table indicates, a 300 basis points drop in rates impacts net interest income by $15.2 million or a 22% decrease, whereas a rate increase of 300 basis points impacts net interest income by only $12.3 million or a 18% increase.

 

All interest-earning assets and interest-bearing liabilities and related derivative contracts are included in the rate sensitivity analysis at September 30, 2005. At September 30, 2005, the Company’s estimated changes in net interest income and EVE were within the ranges established by the Board of Directors.

 

The primary analytical tool used by the Company to gauge interest rate sensitivity is a simulation model used by many community banks, which is based upon the actual maturity and repricing characteristics of interest-rate-sensitive assets and liabilities. The model attempts to forecast changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. As an enhancement to the primary simulation model, other factors are incorporated into the model, including prepayment assumptions and market rates of interest provided by independent broker/dealer quotations, an independent pricing model, and other available public information. The model also factors in projections of anticipated activity levels of the Company product lines. Management believes that the assumptions it uses to evaluate the vulnerability of the Company’s operations to changes in interest rates approximate actual experience and considers them reasonable; however, the interest rate sensitivity of the Company’s assets and liabilities and the estimated effects of changes in interest rates on the Company’s net interest income and EVE could vary substantially if different assumptions were used or if actual experience were to differ from the historical experience on which they are based.

 

CAPITAL RESOURCES

 

The pending restatement, described under “2005 Restatement” at the beginning of this report, is not expected to affect the Company’s total Shareholders’ Equity; however, the capital ratios do change. Capital ratios presented are defined by the Company’s banking regulators (FDIC, DFI and Federal Reserve Bank). The amount of capital used for regulatory capital ratio calculations does not include the Other Comprehensive Income portion of Shareholder’s Equity where the effect of the prior use of the hedge accounting treatment recognized the mark to market adjustment each quarter. As a result of the proposed restatement, the mark to market adjustment of the Company’s interest rate swaps is recognized in current earnings and therefore retained earnings, which is included in the capital amount used for regulatory capital ratio calculations.

 

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Shareholders’ equity as of September 30, 2005 was $107.0 million, compared to $90.7 million as of December 31, 2004. The primary sources of increases in capital have been retained earnings and relatively nominal proceeds from the exercise of employee incentive and/or nonqualified stock options. Shareholders’ equity is also affected by increases and decreases in unrealized losses on securities classified as available-for-sale. The Company is committed to maintaining capital at a level sufficient to assure shareholders, customers, and regulators that the Company is financially sound and able to support its growth from its retained earnings.

 

The Company is subject to risk-based capital regulations adopted by the federal banking regulators. These guidelines are used to evaluate capital adequacy and are based on an institution’s asset risk profile and off-balance sheet exposures. The risk-based capital guidelines assign risk weightings to assets both on and off-balance sheet and place increased emphasis on common equity. According to the regulations, institutions whose Tier I risk based capital ratio, total risk based capital ratio and leverage ratio meet or exceed 6%, 10%, and 5%, respectively, are deemed to be “well-capitalized.” All of the Company’s capital ratios were well above the minimum regulatory requirements for a “well-capitalized” institution.

 

The following table compares the Company’s and Bank’s actual capital ratios at September 30, 2005, to those required by regulatory agencies for capital adequacy and well-capitalized classification purposes:

 

Risk Based Ratios

 

     Center
Financial
Corporation


    Center
Bank


    Minimum
Regulatory
Requirements


    Well
Capitalized
Requirements


 

Total Capital (to Risk-Weighted Assets)

   10.51 %   10.52 %   8.00 %   10.00 %

Tier 1 Capital (to Risk-Weighted Assets)

   9.46 %   9.47 %   4.00 %   6.00 %

Tier 1 Capital (to Average Assets)

   8.80 %   8.81 %   4.00 %   5.00 %

 

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Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information concerning quantitative and qualitative disclosures about market risk is included as part of Part I, Item 2 above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Liquidity and Market Risk/Interest Rate Risk Management”.

 

Item 4: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2005, have concluded that as of that date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

As reported in the Company’s Form 10-K for the year ended December 31, 2004, which report is in the process of being amended (see “2005 Restatement” at the beginning of this report), Management concluded that, as of December 31, 2004, the Company did not maintain effective internal control over financial reporting, due to an internal control deficiency that constituted a “material weakness,” as defined by the Public Company Accounting Oversight Board’s Accounting Standard No. 2. The identified weakness was that the Company failed to design and implement controls related to the interpretation and implementation of various accounting principles, primarily related to complex non-routine business transactions. Specifically, the Company did not have personnel with the requisite expertise and training or utilize outside consulting expertise with respect to the application of such accounting principles. The most significant manifestation of this material weakness involved the accounting treatment of the Company’s interest rate swaps. This accounting treatment is discussed in “2005 Restatement” at the beginning of this report.

 

In addition to the material weakness described above which had existed as of December 31, 2004, Management has concluded that the failure to ensure the correct application of SFAS 133 when the Company’s interest rate swaps were entered into between 2001 and 2003, and the failure to subsequently correct that error, constituted a material weakness in the Company’s internal control over financial reporting as of June 30, 2005.

 

The Company has taken steps to remediate the material weaknesses with respect to the application of SFAS 133 as well as the Company’s accounting expertise generally, as described under “— Changes in Internal Controls” below. The weaknesses cannot be deemed fully remediated prior to December 31, 2005, as the Company needs sufficient time to determine that the recently implemented controls have been designed effectively. As a result, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2005, the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e)) were not effective. However, nothing has come to the attention of Management to indicate that such internal controls over financial reporting are not designed effectively.

 

Changes in Internal Controls. There were no significant changes, other than the remedial actions discussed below, in the Company’s internal controls over financial reporting or in other factors in the third quarter of 2005 or subsequently that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

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To correct the material weaknesses identified above, the Company has augmented its accounting expertise to enable the Company to properly apply accounting principles to complex transactions and report them accurately in its financial statements. On March 17, 2005, the Company engaged a Chief Financial Officer who is a certified public accountant with more than 28 years of experience in the financial services industry. The Company has also retained a consultant to provide additional guidance with respect to complex accounting principles. We believe that the steps we have taken will result in the remediation of the material weaknesses in our internal control over financial reporting as discussed above.

 

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PART II - OTHER INFORMATION

 

Item 1: LEGAL PROCEEDINGS

 

From time to time, we are a party to claims and legal proceedings arising in the ordinary course of our business. With the exception of the potentially adverse outcome in the litigation described in the next two paragraphs, after taking into consideration information furnished by our counsel as to the current status of these claims and proceedings, we do not believe that the aggregate potential liability resulting from such proceedings would have a material adverse effect on our financial condition or results of operation.

 

On or about March 3, 2003, the Bank was served with a complaint filed by Korea Export Insurance Corporation (“KEIC”) in Orange County, California Superior Court, entitled Korea Export Insurance Corporation v. Korea Data Systems (USA), Inc., et al. KEIC is seeking to recover alleged losses from a number of parties involved in international trade transactions that gave rise to bills of exchange financed by various Korean Banks but not ultimately paid. KEIC is seeking to recover damages of approximately $56 million from us based on a claim that we, in our capacity as a presenting bank for these bills of exchange, acted negligently in presenting and otherwise handling trade documents for collection. The Bank answered KEIC’s complaint denying liability, and has asserted claims against various other parties seeking indemnification to the extent it may be found liable, and also seeking damages. Other parties against whom the Bank has made claims have made tort liability and indemnification claims against the Bank (and other parties in the case).

 

On November 10, 2005, the Orange County Superior Court dismissed all claims of KEIC against the Bank in this action on the grounds that federal courts have exclusive jurisdiction over KEIC’s claims against the Bank. While the court ruling dismisses KEIC’s claim against the Bank, it is possible that KEIC will appeal the dismissal and/or seek to file a new claim against the Bank in federal court. In addition, third party claims against the Bank for indemnification remain pending in the state court action.

 

We believe that we have meritorious defenses against the claims made by KEIC (in addition to our jurisdictional defense) and the parties alleged to have accepted the bills of exchange subject to the lawsuit, and we intend to continue to vigorously defend this lawsuit. However, we cannot predict the outcome of this litigation, and it will be expensive and time-consuming to defend. One of the Bank’s insurance companies, BancInsure, has informed the Bank that there is coverage for a portion of defense. While it is possible that the claims may ultimately be determined to be covered by insurance, BancInsure has stated that it reserves its rights to determine whether coverage exists and ultimately deny coverage. If the outcome of this litigation is adverse to us, and we are required to pay significant monetary damages, our financial condition and results of operations are likely to be materially and adversely affected.

 

Item 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable

 

Item 3: DEFAULTS UPON SENIOR SECURITIES

 

Not applicable

 

Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None

 

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Item 5: OTHER INFORMATION

 

On May 10, 2005, Center Bank entered into a memorandum of understanding with the FDIC and the California Department of Financial Institutions (the “DFI”), which memorandum is an informal administrative action primarily with respect to the Bank’s compliance with Bank Secrecy Act (“BSA”) regulations. The memorandum requires the Bank to comply with the BSA and related rules and regulations in all material respects, and to take certain affirmative actions within various specified time frames to address the less than satisfactory BSA conditions identified in the Bank’s joint report of examination by the FDIC and the DFI dated February 22, 2005 (the “Examination Report”). Specifically, the memorandum requires the Bank to (i) implement a written action plan and various other policies and procedures, including comprehensive independent compliance testing, to ensure compliance with all BSA-related rules and regulations, in accordance with specific guidelines set forth in the memorandum; (ii) correct any apparent violations of the BSA and related regulations cited in the Examination Report; (iii) develop the expertise to ensure that generally accepted accounting principles and regulatory reporting guidelines are observed in all of the Bank’s financial transactions and reporting; and (iv) furnish written quarterly progress reports to the FDIC and the DFI detailing the form and manner of any actions taken to secure compliance with the memorandum and the results thereof.

 

Management does not believe that the memorandum will have a material impact on our operating results or financial condition or that, unless we fail to adequately address the concerns of the FDIC, the memorandum will constrain our business. Management is committed to resolving the issues addressed in the memorandum as promptly as possible, and had already taken numerous steps to address the identified deficiencies prior to executing the memorandum. The Company filed a Current Report on Form 8-K with respect to this matter on May 13, 2005.

 

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Item 6: EXHIBITS

 

Exhibit No.

  

Description


2.1   

Plan of Reorganization and Agreement of Merger dated June 7, 2002

among California Center Bank, Center Financial Corporation and CCB Merger Company1

2.2    Branch Purchase and Assumption Agreement dated January 7, 20042
3.1    Restated Articles of Incorporation of Center Financial Corporation1
3.2    Restated Bylaws of Center Financial Corporation1
10.1    Employment Agreement between California Center Bank and Seon Hong Kim dated March 30, 20043
10.2   

Amended and Restated 1996 Stock Option Plan

(assumed by Registrant in the reorganization) 3

10.3    Lease for Corporate Headquarters Office1
10.4    Indenture dated as of December 30, 2003 between Wells Fargo Bank, National Association, as Trustee, and Center Financial Corporation, as Issuer2
10.5    Amended and Restated Declaration of Trust of Center Capital Trust I, dated as of December 30, 20032
10.6    Guarantee Agreement between Center Financial and Wells Fargo Bank, National Association dated as of December 30, 20032
11    Statement of Computation of Per Share Earnings (included in Note 7 to Consolidated Financial Statements included herein.)

1 Incorporated by reference from Exhibit to the Company’s Registration Statement on Form S-4 filed on June 14, 2002.

 

2 Filed as an Exhibit to the Form 10-K filed with Securities and Exchange Commission on March 30, 2004 and incorporated herein by reference.

 

3 Filed as an Exhibit to the Form 10-Q filed with Securities and Exchange Commission on May 14, 2004 and incorporated herein by reference.

 

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SIGNATURES

 

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

 

Date: November 14, 2005       /s/    SEON HONG KIM        
        Center Financial Corporation
Seon Hong Kim
President & Chief Executive Officer

 

Date: November 14, 2005       /s/    PATRICK HARTMAN        
        Center Financial Corporation
Patrick Hartman
Executive Vice President & Chief Financial Officer

 

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