10-Q/A 1 d10qa.htm FORM 10-Q AMENDMENT Form 10-Q Amendment
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

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

EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 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 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/A

 

Index

 

PART I - FINANCIAL INFORMATION

   4

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   4

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   9

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

   20

FORWARD-LOOKING STATEMENTS

   20

SUMMARY OF FINANCIAL DATA

   22

EARNINGS PERFORMANCE ANALYSIS

   23

FINANCIAL CONDITION ANALYSIS

   35

LIQUIDITY AND MARKET RISK/INTEREST RISK MANAGEMENT

   49

CAPITAL RESOURCES

   51

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

 

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Introductory Note

 

We are filing this amendment to our Quarterly Report on Form 10-Q/A for the period ended June 30, 2005 to complete the initial filing in accordance with SEC rules. At the time of our original filing (August 15, 2005), our independent public accountants had not completed the required review of our financial statements, and the certifications of our Chief Executive Officer and Chief Financial Officer required by SEC rules to be filed as exhibits to the report on Form 10-Q were, therefore, not included with that filing. The delay in obtaining the required review and providing the related certifications resulted from the fact that the Company was in the process of completing the restatement of its consolidated financial statements for the years ended December 31, 2002 through 2004 and the quarters ended March 31 and June 30, 2005. Our financial statements have since been restated, and we filed amendments on Form 10-K/A for the year ended December 31, 2004, as well as on Form 10-Q/A for the period ended March 31, 2005 on November 18, 2005. See “2005 Restatement” below and Note 14 to the interim consolidated financial statements herein for more information about the restatement as it relates to the three and six months ended June 30, 2005.

 

2005 Restatement

 

We are filing this amendment to the Quarterly Report on Form 10-Q/A for the period ended June 30, 2005 of Center Financial Corporation (the “Company”), to amend and restate the consolidated financial statements for the three and six month periods ended June 30, 2005 and 2004 to reflect a change in the accounting treatment of the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. The restatement affects reported net income by reducing the quarter and six months ended June 30, 2005 by $123 thousand and $215 thousand, respectively. The restatement affects reported net income by reducing the quarter and six months ended June 30, 2004 by $1.2 million and $841 thousand, respectively. See Note 14 to the consolidated financial statements for discussion of the restatement.

 

Except as set forth above, this Form 10-Q/A continues to speak as of the date of the filing of the original Form 10-Q filed August 15, 2005 and we have not updated disclosures contained herein to reflect any events that have occurred thereafter.

 

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PART I - FINANCIAL INFORMATION

 

Item 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF JUNE 30, 2005 AND DECEMBER 31, 2004 (UNAUDITED)

 

     06/30/20051

    12/31/2004

 
    

(Dollars in thousands)

(Restated)

 
ASSETS                 

Cash and due from banks

   $ 84,618     $ 63,564  

Federal funds sold

     50,190       35,915  

Money market funds and interest-bearing deposits in other banks

     3,564       3,663  
    


 


Cash and cash equivalents

     138,372       103,142  

Securities available for sale, at fair value

     189,149       157,027  

Securities held to maturity, at amortized cost (fair value of $10,323 as of June 30, 2005 and $11,553 as of December 31, 2004)

     10,246       11,396  

Federal Home Loan Bank and other equity stock, at cost

     5,321       3,905  

Loans, net of allowance for loan losses of $12,538 as of June 30, 2005 and $11,227 as of December 31, 2004

     1,091,260       995,950  

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

     18,992       14,523  

Premises and equipment, net

     12,947       11,695  

Customers’ liability on acceptances

     4,221       8,505  

Accrued interest receivable

     5,174       4,894  

Deferred income taxes, net

     6,339       7,108  

Investments in affordable housing partnerships

     3,700       3,857  

Cash surrender value of life insurance

     10,615       10,430  

Goodwill

     1,253       1,253  

Intangible assets

     400       426  

Other assets

     4,163       4,003  
    


 


Total

   $ 1,502,152     $ 1,338,114  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                 

Liabilities:

                

Deposits:

                

Noninterest-bearing

   $ 387,183     $ 347,195  

Interest-bearing

     933,546       818,341  
    


 


Total deposits

     1,320,729       1,165,536  

Acceptances outstanding

     4,221       8,505  

Accrued interest payable

     4,556       3,681  

Other borrowed funds

     48,538       44,854  

Long-term subordinated debentures

     18,557       18,557  

Accrued expenses and other liabilities

     4,534       6,261  
    


 


Total liabilities

     1,401,135       1,247,394  

Commitments and Contingencies (Note 11)

                

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, 16,373,275 as of June 30, 2005 and 16,283,496 as of December 31, 2004

     65,281       64,785  

Retained earnings

     36,404       26,290  

Accumulated other comprehensive income (loss), net of tax

     (668 )     (355 )
    


 


Total shareholders’ equity

     101,017       90,720  
    


 


Total

   $ 1,502,152     $ 1,338,114  
    


 



1 See Note 14 to consolidated financial statements for discussion of the restatement.

 

See accompanying notes to interim consolidated financial statements.

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 
     20051

    20041

    20051

   20041

 
    

(Dollars in thousands,

except per share data)

(Restated)

 

Interest and Dividend Income:

        

Interest and fees on loans

   $ 20,043     $ 11,554     $ 37,637    $ 22,454  

Interest on federal funds sold

     188       102       359      163  

Interest on taxable investment securities

     1,422       754       2,703      1,652  

Interest on tax-advantaged investment securities

     76       131       147      303  

Dividends on equity stock

     54       37       87      62  

Money market funds and interest-earning deposits

     27       71       50      102  
    


 


 

  


Total interest and dividend income

     21,810       12,649       40,983      24,736  

Interest Expense:

                               

Interest on deposits

     5,666       3,312       10,487      6,133  

Interest on borrowed funds

     278       101       532      270  

Interest on long-term subordinated debenture

     272       182       538      365  
    


 


 

  


Total interest expense

     6,216       3,595       11,557      6,768  
    


 


 

  


Net interest income before provision for loan losses

     15,594       9,054       29,426      17,968  

Provision for loan losses

     1,050       600       1,700      1,450  
    


 


 

  


Net interest income after provision for loan losses

     14,544       8,454       27,726      16,518  
    


 


 

  


Noninterest Income:

                               

Customer service fees

     2,428       1,994       4,663      3,910  

Fee income from trade finance transactions

     929       915       1,831      1,618  

Wire transfer fees

     251       213       455      398  

Gain on sale of loans

     592       890       1,265      1,267  

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

     1       (6 )     51      (6 )

Loan service fees

     419       458       859      1,009  

Other income

     394       426       927      779  
    


 


 

  


Total noninterest income

     5,014       4,890       10,051      8,975  
    


 


 

  


Noninterest Expense:

                               

Salaries and employee benefits

     4,532       3,675       8,977      7,357  

Occupancy

     854       672       1,569      1,209  

Furniture, fixtures, and equipment

     407       329       815      650  

Data processing

     477       506       942      974  

Professional service fees

     1,108       1,161       1,906      1,305  

Business promotion and advertising

     666       604       1,316      925  

Stationery and supplies

     236       127       413      233  

Telecommunications

     170       157       299      283  

Postage and courier service

     187       158       350      287  

Security service

     197       167       372      322  

Impairment loss of securities available for sale

     —         —         —        540  

Loss on termination of interest rate swap

     —         —         306      —    

(Gain) or loss on interest rate swaps

     (38 )     1,511       119      502  

Other operating expenses

     864       1,021       1,646      1,698  
    


 


 

  


Total noninterest expense

     9,660       10,088       19,030      16,285  
    


 


 

  


Income before income tax provision

     9,898       3,256       18,747      9,208  

Income tax provision

     3,888       1,208       7,324      3,503  
    


 


 

  


Net income

   $ 6,010     $ 2,048     $ 11,423    $ 5,705  
    


 


 

  


Earnings per share:

                               

Basic

   $ 0.37     $ 0.13     $ 0.70    $ 0.36  

Diluted

   $ 0.36     $ 0.12     $ 0.68    $ 0.34  

1 See Note 14 to consolidated financial statements for discussion of the restatement.

 

See accompanying notes to interim consolidated financial statements.

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

(UNAUDITED)

 

     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

   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 paid ($0.20 per share)

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

  


 


 


BALANCE, DECEMBER 31, 2004

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

Comprehensive income

                                    

Net income (Restated, see Note 14)

   —        —        11,423       —         11,423  

Other comprehensive income
Change in unrealized (loss), net of tax (benefit) expense of $(227) on Securities available for sale

   —        —        —         (313 )     (313 )
                                


Comprehensive income (Restated, see Note 14)

                                 11,110  
                                


Stock options exercised

   90      496      —         —         496  

Cash dividends declared and paid ($0.08 per share)

   —        —        (1,309 )     —         (1,309 )
    
  

  


 


 


BALANCE, JUNE 30, 2005 (Restated, see Note 14)

   16,373    $ 65,281    $ 36,404     $ (668 )   $ 101,017  
    
  

  


 


 


 

See accompanying notes to interim consolidated financial statements.

(Continued)

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

(UNAUDITED)

 

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

 

     6/30/2005

    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 $(205) in 2005 and $(870) in 2004

   $ (283 )   $ (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 ($227) in 2005 and $88 in 2004

   $ (313 )   $ 121  
    


 


 

(Concluded)

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(UNAUDITED)

 

     06/30/20051

    06/30/20041

 
     (Dollars in thousands)  
     (Restated)  

Cash flows from operating activities:

                

Net income

   $ 11,423     $ 5,705  

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

                

Depreciation and amortization

     761       672  

Mark to market adjustments on interest rate swaps

     295       1,452  

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

     30       288  

Provision for loan losses

     1,700       1,450  

Impairment of securities available for sale

     —         540  

Net gain on disposal of premises and equipment

     —         99  

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

     (51 )     6  

Originations of SBA loans held for sale

     (13,999 )     (10,717 )

Gain on sale of loans

     (1,265 )     (1,267 )

Proceeds from sale of SBA loans

     38,086       22,113  

Deferred tax provision

     995       (611 )

Federal Home Loan Bank stock dividend

     (77 )     (32 )

Increase in accrued interest receivable

     (519 )     (1,360 )

Net increase in cash surrender value of life insurance policy

     (185 )     (204 )

(Increase) decrease in other assets and servicing assets

     (134 )     (413 )

Increase in accrued interest payable

     875       272  

Decrease in accrued expenses and other liabilities

     (2,023 )     (2,536 )
    


 


Net cash provided by operating activities

     35,912       15,457  
    


 


Cash flow from investing activities:

                

Purchase of securities available for sale

     (93,062 )     (9,477 )

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

     46,905       14,066  

Proceeds from sale of securities available for sale

     13,531       119  

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

     1,135       2,521  

Purchase of Federal Home Loan Bank and other equity stock

     (1,339 )     (1,216 )

Proceeds from netswap settlement payment

     239       951  

Net increase in loans

     (124,339 )     (156,208 )

Proceeds from recoveries of loans previously charged off

     38       468  

Purchases of premises and equipment

     (2,013 )     (862 )

Cash acquired from purchase of Chicago branch

     —         3,848  

Net decrease (increase) in investments in affordable housing partnerships

     157       (279 )
    


 


Net cash used in investing activities

     (158,748 )     (146,069 )
    


 


Cash flow from financing activities:

                

Net increase in deposits

     155,195       181,128  

Net increase (decrease) in other borrowed funds

     3,684       (38,945 )

Proceeds from stock options exercised

     496       304  

Payment of cash dividend

     (1,309 )     (1,287 )
    


 


Net cash provided by financing activities

     158,066       141,200  
    


 


Net increase (decrease) in cash and cash equivalents

     35,230       10,588  

Cash and cash equivalents, beginning of year

     103,142       140,961  
    


 


Cash and cash equivalents, end of year

   $ 138,372     $ 151,549  
    


 


Supplemental disclosure of cash flow information:

                

Interest paid

   $ 10,681     $ 6,457  

Income taxes paid

   $ 7,980     $ 5,217  

1 See Note 14 to the consolidated financial statements for discussion of the restatement.

 

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

 

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 in Washington. 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, was formed as a subsidiary of the Bank in August 2002 with the primary business purpose of investing in the Bank’s real estate-related assets, which Management believes should raise capital and increase the Company’s total capital although no assurance can be given that this result will occur. CB Capital Trust was capitalized in September 2002, whereby the Bank exchanged real estate related assets for 100% of the common stock of CB Capital Trust.

 

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 expenditures 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

 

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.

 

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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 six months ended June 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/A for the year ended December 31, 2004.

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

Accounting policies are fully described in Note 2 in Center Financial’s Annual Report on Form 10-K/A 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 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 and amends SFAS No. 95, Statement of Cash Flows . This revision of SFAS No. 123 eliminates the ability for public companies to measure share-based compensation transactions at the intrinsic value as allowed by APB Opinion No. 25, and requires that such transactions be accounted for based on the grant date fair value of the award. This Statement also amends SFAS No. 95, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Under the intrinsic value method allowed under APB Opinion No. 25, the difference between the quoted market price as of the date of the grant and the contractual purchase price of the share is charged to operations over the vesting period, and no compensation expense is recognized for fixed stock options with exercise prices equal to the market price of the stock on the dates of grant. Under the fair value based method as prescribed by SFAS No. 123R, the Company is required to charge the value of all newly granted stock-based compensation to expense over the vesting period based on the computed fair value on the grant date of the award. 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.

 

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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 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 financial statements.

 

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5. STOCK BASED COMPENSATION

 

At June 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/A. 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 June 30,

   For the Six Months Ended June 30,

    

Restated

2005


  

Restated

2004


  

Restated

2005


  

Restated

2004


     (In thousands, except earnings per share)

Net income, as reported

   $ 6,010    $ 2,048    $ 11,423    $ 5,705

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

     148      91      282      170
    

  

  

  

Pro forma net income

   $ 5,862    $ 1,957    $ 11,141    $ 5,535
    

  

  

  

Earning per share*

                           

Basic - as reported

   $ 0.37    $ 0.13    $ 0.70    $ 0.36

Basic - pro forma

   $ 0.36    $ 0.12    $ 0.68    $ 0.34

Diluted - as reported

   $ 0.36    $ 0.12    $ 0.68    $ 0.34

Diluted - pro forma

   $ 0.35    $ 0.12    $ 0.67    $ 0.34

* Calculations exclude antidilutive shares of 29,681 and 14,922 at three months ended and year to date June 30, 2005, respectively.

 

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

 

     Three Months Ended

    Six Months Ended

 
     06/30/2005

    06/30/2004

    06/30/2005

    06/30/2004

 

Dividend Yield

   0.79 %   1.07 %   0.79 %   1.07 %

Volatility

   30 %   30 %   30 %   30 %

Risk-free interest rate

   3.8 %   3.3 %   3.8 %   3.3 %

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 $48.5 million and $44.9 million at June 30, 2005 and December 31, 2004, respectively. Interest expense on total borrowed funds was $532,000 for the six months ended June 30, 2005, compared to $270,000 for the six months ended 2004, reflecting average interest rates of 3.10%, and 2.18%, respectively.

 

As of June 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 $700.0 million at June 30, 2005. During 2004, the

 

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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 $517,000 and $265,000 for the six months ended June 30, 2005, and 2004, respectively, reflecting average interest rates of 3.12% and 2.27% respectively.

 

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

 

     2005

    2007

    2012

    2017

    Total

 
     (Dollars in thousands)  

Borrowings

   $ 40,000     $ 4,000     $ 1,516     $ 1,733     $ 47,249  

Weighted interest rate

     3.45 %     4.08 %     4.58 %     5.24 %     3.60 %

 

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 $3.4 million at June 30, 2005, as collateral to participate in the program. The total borrowed amount under the program, outstanding at June 30, 2005 and December 31, 2004 was $1.2 million and $2.2 million, respectively. Interest expense on notes was $11,200 and $4,500 for the six months ended June 30, 2005 and 2004, respectively, reflecting average interest rates of 2.45% and 0.76% respectively. In addition, the Company had customer deposits for tax payments which amounted to $113,000 and $268,000 at June 30, 2005 and December 31, 2004, respectively.

 

7. LONG-TERM SUBORDINATED DEBENTURE

 

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. 46R, 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 15.3% of the Company’s Tier I capital.

 

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8. EARNINGS PER SHARE

 

The actual number of shares outstanding at June 30, 2005, was 16,373,275. 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.

 

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

 

     For the Three Months Ended June 30,

 
    

Restated

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

   $ 6,010    16,356    $ 0.37     $ 2,048    16,092    $ 0.13  

Effect of dilutive securities:

                                        

Stock options

     —      321      (0.01 )     —      517      (0.01 )
    

  
  


 

  
  


Diluted earnings per share

   $ 6,010    16,677    $ 0.36     $ 2,048    16,609    $ 0.12  
    

  
  


 

  
  


     For the Six Months Ended June 30,

 
    

Restated

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

   $ 11,423    16,336    $ 0.70     $ 5,705    16,070    $ 0.36  

Effect of dilutive securities:

                                        

Stock options

     —      334      (0.02 )     —      403      (0.02 )
    

  
  


 

  
  


Diluted earnings per share

   $ 11,423    16,670    $ 0.68     $ 5,705    16,473    $ 0.34  
    

  
  


 

  
  


 

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.

 

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.

 

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Table of Contents

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 $62,000, and the core deposit intangible balance net of amortization was $400,000 at June 30, 2005.

 

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

 

Dollars in thousands

2005 (remaining six months)

   $ 27

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 June 30, 2005 and December 31, 2004 follows:

 

Outstanding Commitments (Dollars in thousands)

 

     June 30, 2005

   December 31, 2004

Loans

   $ 207,736    $ 171,660

Standby letters of credit

     12,378      11,929

Performance bonds

     284      132

Commercial letters of credit

     28,994      22,150

 

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Table of Contents

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. In addition, net settlements of interest on the notional amount for counterparties are included in gain or loss on interest rate swaps.

 

The following table provides information as of June 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 June 30, 2005, the Wall Street Journal published Prime Rate was 6.25 percent

 

As of June 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 with 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.

 

(Gains) or losses on interest rate swaps, recorded in noninterest expense, consist of following:

 

     Three months ended,

    Six months ended,

 
     June 30, 2005

    June 30, 2004

    June 30, 2005

    June 30, 2004

 
     (Dollars in thousands)  

Net swap settlement payment

   $ (25 )   $ (475 )   $ (176 )   $ (950 )

Decrease (increase) in market value

     (13 )     1,986       295       1,452  
    


 


 


 


Net change in market value

   $ (38 )   $ 1,511     $ 119     $ 502  
    


 


 


 


 

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.

 

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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.

 

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 six months ended June 30, 2005 and 2004.

 

     Three Months Ended June 30, 2005

     (Dollars in thousands)
    

Banking

Operations


   TFS

   SBA

    Total

Interest income

   $ 18,102    $ 1,618    $ 2,090     $ 21,810

Interest expense

     5,297      378      541       6,216
    

  

  


 

Net interest income

     12,805      1,240      1,549       15,594

Provision for loan losses

     883      151      16       1,050
    

  

  


 

Net interest income after provision for loan losses

     11,922      1,089      1,533       14,544

Other operating income

     3,234      1,037      743       5,014

Other operating expenses

     8,571      733      356       9,660
    

  

  


 

Segment pretax profit

   $ 6,585    $ 1,393    $ 1,920     $ 9,898
    

  

  


 

Segment assets

   $ 1,304,806    $ 108,681    $ 88,665     $ 1,502,152
    

  

  


 

     Three Months Ended June 30, 2004

     (Dollars in thousands)
    

Banking

Operations


   TFS

   SBA

    Total

Interest income

   $ 9,848    $ 1,317    $ 1,484     $ 12,649

Interest expense

     3,005      310      280       3,595
    

  

  


 

Net interest income

     6,843      1,007      1,204       9,054

Provision for loan losses

     531      77      (8 )     600
    

  

  


 

Net interest income after provision for loan losses

     6,312      930      1,212       8,454

Other operating income

     2,681      1,013      1,196       4,890

Other operating expenses

     8,931      722      435       10,088
    

  

  


 

Segment pretax profit

   $ 62    $ 1,221    $ 1,973     $ 3,256
    

  

  


 

Segment assets

   $ 956,973    $ 120,484    $ 108,520     $ 1,185,977
    

  

  


 

 

17


Table of Contents
     Six Months Ended June 30, 2005

    

Banking

Operations


   TFS

    SBA

    Total

     (Dollars in thousands)

Interest income

   $ 34,265    $ 3,186     $ 3,532     $ 40,983

Interest expense

     9,752      761       1,044       11,557
    

  


 


 

Net interest income

     24,513      2,425       2,488       29,426

Provision for loan losses

     1,757      (14 )     (43 )     1,700
    

  


 


 

Net interest income after provision for loan losses

     22,756      2,439       2,531       27,726

Other operating income

     6,444      2,168       1,439       10,051

Other operating expenses

     16,783      1,510       737       19,030
    

  


 


 

Segment pretax profit

   $ 12,417    $ 3,097     $ 3,233     $ 18,747
    

  


 


 

Segment assets

   $ 1,304,806    $ 108,681     $ 88,665     $ 1,502,152
    

  


 


 

     Six Months Ended June 30, 2004

    

Banking

Operations


   TFS

    SBA

    Total

     (Dollars in thousands)

Interest income

   $ 19,082    $ 2,639     $ 3,015     $ 24,736

Interest expense

     5,619      602       547       6,768
    

  


 


 

Net interest income

     13,463      2,037       2,468       17,968

Provision for loan losses

     1,127      242       81       1,450
    

  


 


 

Net interest income after provision for loan losses

     12,336      1,795       2,387       16,518

Other operating income

     5,363      1,807       1,805       8,975

Other operating expenses

     14,065      1,395       825       16,285
    

  


 


 

Segment pretax profit

   $ 3,634    $ 2,207     $ 3,367     $ 9,208
    

  


 


 

Segment assets

   $ 956,973    $ 120,484     $ 108,520     $ 1,185,977
    

  


 


 

 

14. 2005 RESTATEMENT

 

Subsequent to the issuance of the second quarter 2005 financial statements, 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.

 

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Table of Contents

For the three months and six months ended June 30, 2005 and 2004, the restatement had the following earnings effects: (Dollars in thousands, except per share data.)

 

     For the Quarter Ended June 30,

 
     2005

    2004

 
     As
Previously
Reported


    Restated

    Change

    As
Previously
Reported


    Restated

    Change

 

Interest Income

   $ 21,835     $ 21,810     $ (25 )   $ 13,124     $ 12,649     $ (475 )

Interest Expense

     6,216       6,216       —         3,595       3,595       —    
    


 


 


 


 


 


Net interest income before provision for loan losses

     15,619       15,594       (25 )     9,529       9,054       (475 )

Provision for Loan Losses

     1,050       1,050       —         600       600       —    
    


 


 


 


 


 


Net interest income

     14,569       14,544       (25 )     8,929       8,454       (475 )
    


 


 


 


 


 


Non interest income

     5,014       5,014       —         4,890       4,890       —    

Non interest expense

     9,472       9,660       188       8,577       10,088       1,511  
    


 


 


 


 


 


Income before income tax expense

     10,111       9,898       (213 )     5,242       3,256       (1,986 )

Income tax expense

     3,978       3,888       (90 )     2,043       1,208       (835 )
    


 


 


 


 


 


Net Income

   $ 6,133     $ 6,010     $ (123 )   $ 3,199     $ 2,048     $ (1,151 )
    


 


 


 


 


 


Earnings per share:

                                                

Basis

   $ 0.38     $ 0.37     $ (0.01 )   $ 0.20     $ 0.13     $ (0.07 )
    


 


 


 


 


 


Diluted

   $ 0.37     $ 0.36     $ (0.01 )   $ 0.19     $ 0.12     $ (0.07 )
    


 


 


 


 


 


     For the Six Months Ended June 30,

 
     2005

    2004

 
     As
Previously
Reported


    Restated

    Change

    As
Previously
Reported


    Restated

    Change

 

Interest Income

   $ 41,008     $ 40,983     $ (25 )   $ 25,686     $ 24,736     $ (950 )

Interest Expense

     11,557       11,557       —         6,768       6,768       —    
    


 


 


 


 


 


Net interest income before provision for loan losses

     29,451       29,426       (25 )     18,918       17,968       (950 )

Provision for Loan Losses

     1,700       1,700       —         1,450       1,450       —    
    


 


 


 


 


 


Net interest income

     27,751       27,726       (25 )     17,468       16,518       (950 )
    


 


 


 


 


 


Non interest income

     10,054       10,051       (3 )     8,975       8,975       —    

Non interest expense

     18,685       19,030       345       15,783       16,285       502  
    


 


 


 


 


 


Income before income tax expense

     19,120       18,747       (373 )     10,660       9,208       (1,452 )

Income tax expense

     7,482       7,324       (158 )     4,114       3,503       (611 )
    


 


 


 


 


 


Net Income

   $ 11,638     $ 11,423     $ (215 )   $ 6,546     $ 5,705     $ (841 )
    


 


 


 


 


 


Earnings per share:

                                                

Basis

   $ 0.72     $ 0.70     $ (0.02 )   $ 0.41     $ 0.36     $ (0.05 )
    


 


 


 


 


 


Diluted

   $ 0.70     $ 0.68     $ (0.02 )   $ 0.39     $ 0.34     $ (0.05 )
    


 


 


 


 


 


Retained Earnings

   $ 36,528     $ 36,404     $ (124 )                        
    


 


 


                       

Accumulated other comprehensive income (loss), net of tax

   $ (653 )   $ (668 )   $ (15 )                        
    


 


 


                       

Net cash provided by operating activities

   $ 36,151     $ 35,912     $ (239 )   $ 16,408     $ 15,457     $ (951 )
    


 


 


 


 


 


Net cash used in investing activities

   $ (158,987 )   $ (158,748 )   $ 239     $ (147,020 )   $ (146,069 )   $ 951  
    


 


 


 


 


 


 

19


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

 

Overview:

 

As discussed in Note 14 to the consolidated financial statements, we restated our financial statements and other financial information for the three and six months ended June 30, 2005 and 2004 to reflect a change in the accounting treatment of the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003.

 

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 six months ended June 30, 2005. This analysis should be read in conjunction with our Annual Report on Form 10-K/A for the year ended December 31, 2004 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/A for the year ended December 31, 2004.

 

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. In each area, we have identified the variables most important in the estimation process. We have used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuations and impact net income.

 

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

 

20


Table of Contents

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 December 31, 2004.

 

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 and then amortized in proportion to and over the period of estimated net servicing income. 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.”

 

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 as well as the interest rate settlement payments with counterparties within current earnings as noninterest expense.

 

21


Table of Contents

SUMMARY OF FINANCIAL DATA

 

Executive Overview

 

Helped by continuing rate hikes and moderate growth in loans, the Company reported another record income for the second quarter of 2005. Consolidated net income for the second quarter of 2005 grew 193% compared to the second quarter of 2004. Consolidated net income for the second quarter of 2005 was $6.0 million, or $0.36 per diluted share compared to restated $2.0 million or $0.12 per diluted share in the second quarter of 2004. Restated consolidated net income in the second quarter of 2004 includes the pre-tax mark to market loss and interest rate settlement payments with counterparties for interest rate swaps of $1.5 million. Before restatement this loss was included in Other Comprehensive Earnings net of taxes and did not affect current earnings. The fluctuation noted above is in part due to this change in accounting methods.

 

Consolidated net income for the first half of 2005 was $11.4 million, an increase of 100%, or $0.68 per diluted share compared to $5.7 million or $0.34 per diluted share in the first half of 2004. The following were highlights related to the second quarter and first half 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 has decided to restate its results from 2001 through 2004 and two quarters ending March 31 and June 30, 2005 with respect to the reporting of gains and losses due to changes in the fair market values of its interest rate swaps

 

    Our revenue increased by 53% to $26.8 million in the second quarter of 2005 versus 2004. For the first half of 2005, our revenue also increased by 51% to $51.0 million.

 

    Net interest income after provision for loan losses increased 72% to $14.5 million in second quarter. For the six months ended June 30, 2005 net interest income after provision for loan losses increased by 68% to $27.7 million. These increases were mainly due to the market rate hikes and loan growth.

 

    Fueled by market rate hikes, our net interest margin increased to 4.91% and 4.74% in the second quarter and first half of 2005, respectively, as compared to 3.55% and 3.68% in the comparable periods of 2004.

 

    Mainly contributed by an increased customer base as a result of geographical growth, our noninterest income grew by $124,000 or 3% in the second quarter of 2005, compared with same period in 2004. Noninterest income for the first half of 2005 was up by 12% to $10.1 million.

 

    Noninterest expense for the second quarter of 2005 decreased by $428 thousand from the second quarter of 2004. Noninterest expense for the first half of 2005 increased by $2.7 million. The fluctuations in noninterest expense are primarily caused by differences in the mark to market adjustments of the interest rate swaps and increases in salaries and benefits related to geographic expansion.

 

    We increased our provision for loan losses by $1.1 million during the second quarter of 2005 as compared to $600,000 for the same period of 2004. The increase in the provision was primarily due to growth in the commercial business loans and commercial real estate loan portfolios.

 

    Total deposits increased by 13% during the first half of 2005. The most significant increase in deposits since December 31, 2004 was an $81.1 million 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 12% to $387.2 million during the first half of 2005.

 

22


Table of Contents

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

 

    We continued our geographical expansion by opening a new full service branch in Seattle in May 2005.

 

    During the first half of 2005, we have experienced moderate loan growth in commercial real estate loans, commercial business loans and consumer loans. At June 30, 2005, our total gross loan portfolio increased by 10%, to $1.1 billion as compared to $1.0 billion at December 31, 2004.

 

    Our total assets continued to grow and reached $1.5 billion at June 30, 2005, an increase of 12% over December 31, 2004.

 

    Despite the loan growth, our ratio of non-accrual loans to total loans decreased to 0.27% at June 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 414% at June 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 June 24, 2005.

 

EARNINGS PERFORMANCE ANALYSIS

 

As previously noted and reflected in the Consolidated Statements of Operations, during the second quarter and for the six months ended June 30, 2005 the Company generated record net income of $6.1 million and $11.5 million, respectively, as compared to $2.0 million and $5.7 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 second quarter of 2005 increased 72% to $21.8 million compared with $12.6 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 $225.4 million or 27% and average investment securities increased $59.3 million or 53% for the second 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 half of 2005.

 

Total interest expense for the second quarter of 2005 increased 73% to $6.2 million compared with $3.6 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 $6.5 million for the second quarter of 2005 compared to the like quarter in 2004. Of this increase, approximately $2.5 million was due to volume changes, $3.3 million was due to rate changes and $727,000 due to rate and rate/volume changes. The average yield on loans for the second quarter of 2005 increased to 7.52% compared to 5.51% for the like quarter in 2004, an increase of 201 basis points. This increase was mainly due to rate hikes in the later part of 2004 through first half of 2005. The average investment portfolios for the second quarter of 2005 and 2004 were $171.9 million and $112.6 million, respectively. The average yields on the investment portfolio as of the second quarter of 2005 and 2004 were 3.49% and 3.16%, respectively.

 

23


Table of Contents

The net interest margin for the second quarter of 2005 equaled 4.91%, a 136 basis point increase compared to 3.55% for the same quarter of 2004. This increase in the net interest margin was mainly attributable to a 200 basis point increase in the prime and market rates set by the Federal Reserve Board since July 2004. The yield on earning assets for the second quarter of 2005 was 6.87%, 192 basis points higher than 4.95% in 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 2.76% in the second quarter of 2005 compared to 2.00% during the same quarter in 2004. This increase was driven by 107 basis points increase in average rate of time certificate of deposits.

 

24


Table of Contents

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 June 30, 2005 and 2004:

 

Distribution, Rate and Yield Analysis of Net Income

 

    Three Months Ended June 30,

 
    2005

    2004

 
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield1


    Average
Balance


  Interest
Income/
Expense


 

Annualized
Average

Rate/Yield1


 
    (Dollars in thousands)                
Assets:                                    

Interest-earning assets:

                                   

Loans 2

  $ 1,068,492   $ 20,043   7.52 %   $ 843,084   $ 11,554   5.51 %

Federal funds sold

    25,263     188   2.98       39,294     102   1.04  

Taxable investment securities:

                                   

U.S. Treasury

    1,267     14   4.43       2,111     24   4.57  

U.S. Governmental agencies debt securities

    78,978     618   3.14       40,332     280   2.79  

U.S. Governmental agencies mortgage backed securities

    66,948     614   3.68       36,274     297   3.29  

Municipal securities

    101     1   3.97       102     1   3.94  

Other securities 3

    14,657     175   4.79       16,835     152   3.63  
   

 

 

 

 

 

Total taxable investment securities:

    161,951     1,422   3.52       95,654     754   3.17  

Tax-advantaged investment securities 4

                                   

Municipal securities

    5,098     53   6.42       5,469     56   6.34  

Others - Government preferred stock

    4,885     23   2.60       11,489     75   3.62  
   

 

 

 

 

 

Total tax-advantaged investment securities

    9,983     76   4.55       16,958     131   4.49  

Equity Stocks

    4,943     54   4.38       3,815     37   3.90  

Money market funds and interest-earning deposits

    3,564     27   3.04       28,352     71   1.01  
   

 

 

 

 

 

Total interest-earning assets

    1,274,196   $ 21,810   6.87 %     1,027,157   $ 12,649   4.95 %
   

 

 

 

 

 

Non-interest earning assets:

                                   

Cash and due from banks

    69,815                 60,266            

Bank premises and equipment, net

    12,583                 11,262            

Customers’ acceptances outstanding

    3,980                 4,622            

Accrued interest receivables

    3,889                 3,346            

Other assets

    27,830                 24,824            
   

             

           

Total noninterest-earning assets

    118,097                 104,320            
   

             

           

Total Assets

  $ 1,392,293               $ 1,131,477            
   

             

           

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 $290,000 and $11,000, for the three months ended June 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.

 

25


Table of Contents

Distribution, Rate and Yield Analysis of Net Income

 

    Three Months Ended June 30,

 
    2005

    2004

 
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield5


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield5


 
    (Dollars in thousands)  

Liabilities and Shareholders’ Equity:

                                   

Interest-bearing liabilities:

                                   

Deposits:

                                   

Money market and NOW accounts

  $ 214,546   $ 975   1.82 %   $ 182,295   $ 677   1.49 %

Savings

    79,097     636   3.23       65,759     597   3.65  

Time certificates of deposit in:

                                   

denominations of $100,000 or more

    476,913     3,546   2.98       368,506     1,686   1.84  

Other time certificates of deposit

    82,536     509   2.47       76,997     352   1.84  
   

 

 

 

 

 

      853,092     5,666   2.66       693,557     3,312   1.92  

Other borrowed funds

    33,109     278   3.37       10,985     101   3.70  

Long-term subordinated debentures

    18,557     272   5.88       18,557     182   3.94  
   

 

 

 

 

 

Total interest-bearing liabilities

    904,758   $ 6,216   2.76 %     723,099   $ 3,595   2.00 %
   

 

 

 

 

 

Non-interest-bearing liabilities:

                                   

Demand deposits

    380,479                 315,555            

Other liabilities

    8,154                 10,709            
   

             

           

Total non-interest bearing liabilities

    388,633                 326,264            

Shareholders’ equity

    98,902                 82,114            
   

             

           

Total liabilities and shareholders’ equity

  $ 1,392,293               $ 1,131,477            
   

             

           
Net interest income         $ 15,594               $ 9,054      
         

             

     

Net interest spread 6

              4.11 %               2.95 %
               

             

Net interest margin 7

              4.91 %               3.55 %
               

             

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

              140.83 %               142.05 %
               

             


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.

 

26


Table of Contents

Net interest income before provision for loan losses for the first half of 2005 was $29.4 million compared to $18.0 million for the first half of 2004, which constitutes an increase of $11.4 million, or 64%. Of this increase, approximately $5.5 million, $4.8 million, and $1.1 million was due to volume, rate and rate/volume changes, respectively. Fueled by market rate increases, the average yield on loans for the first half of 2005 increased to 7.24% compared to 5.58% for the like period in 2004, an increase of 166 basis points. The average investment portfolios for the first half of 2005 and 2004 were $168.1 million and $117.8 million, respectively. The average yields on the investment portfolio as of the first half of 2005 and 2004 were 3.42% and 3.34%, respectively. Growth in higher cost time certificate of deposits had an unfavorable impact on the Company’s net interest margin. For the first half of 2005, time certificate of deposits grew $132.3 million or 32% as compared to the like period in 2004. Other borrowed funds for the first half of 2005, increased $9.7 million to $34.6 million compared to $24.8 million for the first half of 2004. This was due to increase in FHLB borrowings. 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.

 

27


Table of Contents

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 six months ended June 30, 2005 and 2004:

 

Distribution, Rate and Yield Analysis of Net Income

 

    Six Months Ended June 30,

 
    2005

    2004

 
    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield8


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield1


 
    (Dollars in thousands)  
Assets:                                    

Interest-earning assets:

                                   

Loans 9

  $ 1,048,268   $ 37,637   7.24 %   $ 808,987   $ 22,454   5.58 %

Federal funds sold

    26,318     359   2.75       31,951     163   1.03  

Taxable investment securities:

                                   

U.S. Treasury

    1,644     38   4.66       2,126     49   4.63  

U.S. Governmental agencies debt securities

    71,084     1,053   2.99       42,844     614   2.88  

U.S. Governmental agencies mortgage backed securities

    67,856     1,250   3.71       38,501     680   3.55  

Municipal securities

    101     3   5.99       102     3   5.91  

Other securities 10

    15,479     359   4.68       16,856     306   3.65  
   

 

 

 

 

 

Total taxable investment securities:

    156,164     2,703   3.49       100,429     1,652   3.31  

Tax-advantaged investment securities 11

                                   

Municipal securities

    5,098     106   6.45       5,650     116   6.35  

Others - Government preferred stock

    6,789     41   1.68       11,769     187   4.40  
   

 

 

 

 

 

Total tax-advantaged investment securities

    11,887     147   3.72       17,419     303   5.03  

Equity Stocks

    4,427     87   3.96       3,196     62   3.90  

Money market funds and interest-earning deposits

    3,571     50   2.82       20,440     102   1.00  
   

 

 

 

 

 

Total interest-earning assets

    1,250,635   $ 40,983   6.61 %     982,422   $ 24,736   5.06 %
   

 

 

 

 

 

Non-interest earning assets:

                                   

Cash and due from banks

    68,623                 63,185            

Bank premises and equipment, net

    12,238                 11,239            

Customers’ acceptances outstanding

    5,238                 4,241            

Accrued interest receivables

    4,809                 3,243            

Other assets

    27,707                 24,329            
   

             

           

Total noninterest-earning assets

    118,615                 106,237            
   

             

           

Total Assets

  $ 1,369,250               $ 1,088,659            
   

             

           

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 $703,000 and $104,000, for the six months ended June 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.

 

28


Table of Contents

Distribution, Rate and Yield Analysis of Net Income

 

     Six Months Ended June 30,

 
     2005

    2004

 
     Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield12


    Average
Balance


  Interest
Income/
Expense


  Annualized
Average
Rate/Yield13


 
     (Dollars in thousands)  

Liabilities and Shareholders’ Equity:

                                    

Interest-bearing liabilities:

                                    

Deposits:

                                    

Money market and NOW accounts

   $ 208,713   $ 1,815   1.75 %   $ 171,652   $ 1,227   1.44 %

Savings

     77,183     1,236   3.23       63,804     1,059   3.34  

Time certificates of deposit in:

                                    

denominations of $100,000 or more

     470,597     6,482   2.78       344,425     3,150   1.84  

other time certificates of deposit

     82,309     954   2.34       76,161     697   1.84  
    

 

 

 

 

 

       838,802     10,487   2.52       656,042     6,133   1.88  

Other borrowed funds

     34,562     532   3.10       24,829     270   2.18  

Long-term subordinated debentures

     18,557     538   5.84       18,557     365   3.96  
    

 

 

 

 

 

Total interest-bearing liabilities

     891,921   $ 11,557   2.61 %     699,428   $ 6,768   1.95 %
    

 

 

 

 

 

Non-interest-bearing liabilities:

                                    

Demand deposits

     367,615                 296,808            

Other liabilities

     13,257                 11,292            
    

             

           

Total non-interest bearing liabilities

     380,872                 308,100            

Shareholders’ equity

     96,457                 81,131            
    

             

           

Total liabilities and shareholders’ equity

   $ 1,369,250               $ 1,088,659            
    

             

           

Net interest income

         $ 29,426               $ 17,968      
          

             

     

Net interest spread 13

               4.00 %               3.12 %
                

             

Net interest margin 14

               4.74 %               3.68 %
                

             

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

               140.22 %               140.46 %
                

             


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.

 

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Table of Contents

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

June 30,
2005 vs. 2004
Increase (Decrease)
Due to change In


   

Six Months Ended

June 30,
2005 vs. 2004
Increase (Decrease)
Due to change In


 
     Volume

    Rate

    Total

    Volume

    Rate

    Total

 
     (Dollars in thousands)  

Earning Assets

                                                

Interest Income:

                                                

Loans 15

   $ 3,589     $ 4,900     $ 8,489     $ 7,574     $ 7,609     $ 15,183  

Federal funds sold

     (48 )     134       86       (34 )     230       196  

Taxable investment securities

     576       92       668       956       95       1,051  

Tax-advantaged securities 16

     (53 )     (2 )     (55 )     (82 )     (74 )     (156 )

Equity stocks

     12       5       17       24       1       25  

Money market funds and interest-earning deposits

     (101 )     57       (44 )     (132 )     80       (52 )
    


 


 


 


 


 


Total earning assets

     3,975       5,186       9,161       8,307       7,940       16,247  
    


 


 


 


 


 


Interest Expense:

                                                

Deposits and borrowed funds

                                                

Money market and super NOW accounts

     133       164       297       294       299       593  

Savings deposits

     112       (74 )     38       215       (35 )     180  

Time deposits

     618       1,401       2,019       1,427       2,154       3,581  

Other borrowings

     188       (11 )     177       126       136       262  

Long-term subordinated debentures

     —         90       90       —         173       173  
    


 


 


 


 


 


Total interest-bearing liabilities

     1,051       1,570       2,621       2,062       2,727       4,789  
    


 


 


 


 


 


Net interest income

   $ 2,924     $ 3,616     $ 6,540     $ 6,245     $ 5,213     $ 11,458  
    


 


 


 


 


 


 

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.


15 Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees net of loan costs included in loan income were approximately $703,000 and $104,000, for the six months ended June 30, 2005 and 2004, respectively. Amortized loan 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.

 

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Table of Contents

Because of the loan portfolio growth, the provision for loan losses for the second quarter and first half of 2005, were $1.1 million and $1.7 million, respectively, as compared to $600,000 and $1.5 million, respectively, for the same periods in prior year. Management believes that the provision for loan losses provision was adequate for the first half of 2005. While Management believes that the allowance for loan losses of 1.1% of total loans at June 30, 2005 was adequate, future additions to the allowance will be subject to continuing evaluation of the estimation, 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.

 

For the second quarter of 2005, noninterest income grew 3% to $5.0 million compared to $4.9 million for the same quarter in 2004, but decreased from 1.91% to 1.58% of average earning assets for the same periods. Noninterest income was up by 12% to $10.1 million for the first half of 2005 as compared to $9.0 million in the comparable period of 2004.

 

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 increased by $434,000, or 22%, in the second quarter of 2005, and by $753,000, or 19% for the first six 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 half of 2005, customer service fees as a percentage of total core noninterest income increased to 46% compared to 44% for the first half of 2004.

 

Fee income from trade finance transactions increased by $14,000, or 2%, for the second quarter, and $213,000, or 13% for the first six months of 2005. This increase in trade finance loans was mainly due to Management’s efforts to capitalize on improving trends in the Asia Pacific trade volumes.

 

The Company recorded a gain of $592,000 on the sale of loans in the second quarter of 2005, as compared to $890,000 in the like quarter of 2004. However, the gain on sale of loans remained flat at $1.3 million for the first half 2005 and 2004. The Company sold $26.5 million of guaranteed and unguaranteed portion of SBA loans during the first half of 2005 as compared to $19.1 million of guaranteed portion of SBA loans in comparable period of 2004.

 

Loan service fees were slightly lower by $39,000 and $150,000 for the quarter and first half of 2005 as compared to prior year, mainly due to the decrease in loan documentation fee income and increase in servicing asset amortization. Loan service fees amounted to $419,000 and $859,000, respectively, for the first half and second quarter of 2005 as compared to $458,000 and $1.0 million, respectively, for same periods last year.

 

Other income decreased by 8% to $394,000 for the second quarter of 2005, as compared to $426,000 in the like period of 2004. The decrease was mainly due to a decrease in other charges and fees. Other income for the six months ended June 30, 2005 increased to $927,000 in comparison to $779,000 for the same period in 2004. The increase is attributable to a $120 thousand legal settlement received in the first quarter and fee income generated from outsourcing official check processing.

 

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Table of Contents

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 June 30,

    For the Six Months Ended June 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

   $ 2,428     48.42 %   $ 1,994     40.78 %   $ 4,663     46.39 %   $ 3,910     43.57 %

Fee income from trade finance transactions

     929     18.53       915     18.71       1,831     18.22       1,618     18.03  

Wire transfer fees

     251     5.01       213     4.36       455     4.53       398     4.43  

Gain on sale of loans

     592     11.81       890     18.20       1,265     12.59       1,267     14.12  

Net gain on sale of securities available for sale

     1     0.02       (6 )   (0.12 )     51     0.51       (6 )   (0.07 )

Other loan related service fees

     419     8.36       458     9.37       859     8.55       1,009     11.24  

Other income

     394     7.85       426     8.70       927     9.21       779     8.68  
    


 

 


 

 


 

 


 

Total noninterest income:

   $ 5,014     100.00 %   $ 4,890     100.00 %   $ 10,051     100.00 %   $ 8,975     100.00 %
    


 

 


 

 


 

 


 

As a percentage of average earning assets:

     1.58 %           1.91 %           1.62 %           1.85 %      
    


       


       


       


     

 

Noninterest Expense

 

For the second quarter of 2005, mainly due to mark to market losses on the Company’s interest rate swaps for the second quarter 2004 (explained in detail in Note 12 to the consolidated financial statements), noninterest expense decreased by $428,000 to $9.7 million compared to restated $10.1 million in same period last year. Noninterest expense, as a percentage of average assets, decreased to 3.04% in the second quarter of 2005 as compared to 3.95% in same period in 2004. Noninterest expense for the first half of 2005 increased 17% to $19.0 million compared with $16.3 million for the first half of 2004.

 

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 noninterest expenses, efficiency ratio decreased substantially to 47% and 48%, respectively, for the second quarter and year ended June 30, 2005, compared to 72% and 60% in the like period a year ago. These improvements were primarily the result of increased interest income as a result of market rate increases and increased contributions from new branches, and the implementation of expense controls.

 

Compensation and employee benefits increased 23% and 22% to $4.5 million and $9.0 million, for the second quarter and six months ended June 30, 2005, respectively, compared to $3.7 million and $7.4 million, respectively, for the same periods in 2004. Compensation and employee benefits as a percentage of average earning assets also increased from 36% to 47% for the second quarter of 2005 as compared to same period last year. This increase 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 27% to $854,000 in the second quarter of 2005 from $672,000 in same quarter last year. Occupancy expense also increased to $1.6 million for the first half of 2005 as compared to $1.2 million in like period last year.

 

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Table of Contents

Our expansion to other geographical areas was a major contributor to the increase in furniture, fixture, and equipment expense which totaled $407,000 and $815,000, respectively, for the three months and six months ended June 30, 2005, an increase of 24% and 25%, respectively, as compared to $329,000 and $650,000, respectively, in same period of 2004.

 

Professional service fees decreased slightly by $53,000 to $1.1 million for the second quarter 2005 compared to $1.2 million in the same period of 2004. However, professional service fees were higher for the first half of 2005 and amounted to $1.9 million, or an increase of $601,000 as compared to $1.3 million for the same period last year. The increase was primarily attributable to costs related to Sarbanes-Oxley Act compliance, in particular, cost 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 half of 2005 to 10% from 8% same period of 2004.

 

Business promotion and advertising expense increased by 10% and 42%, respectively, for the second quarter and six months ended June 30, 2005, to $666,000 and $1.3 million, respectively, as compared to $604,000 and $925,000, 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 half of 2005, the Company did not record any losses related to impairment losses of securities available for sale as compared to the recorded loss of $540,000 during the first half 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 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 half of 2005, the Company terminated one of its longer maturity interest rate swaps and recorded a net loss of $306,000. There was no loss recorded for the same period last year other than losses relating to mark to market adjustments and interest settlements from counter parties in the swaps.

 

During the second quarter of 2005 and 2004, the Company’s interest rate swaps did not qualify for hedge accounting treatment. 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 first half of 2005 a loss of $119,000 was recognized compared to a loss of $502,000 in the first half of 2004. These amounts are included in noninterest expense in both periods.

 

Other operating expenses decreased by $157,000 for the second quarter of 2005, and $52,000 for the first half of 2005. This decrease was mainly due to decrease in administration expenses and loss from disposal of fixed assets.

 

The remaining noninterest expenses include such items as data processing, stationery and supplies, telecommunications, postage, courier service and security service expenses. For the second quarter of 2005, these noninterest expenses increased to $1.3 million compared to $1.1 million for the same quarter in 2004. This increase was mainly attributable to expenses related to the new Valley branch and new LPOs. The remaining noninterest expenses also was higher for the first half of 2005 and amounted to $2.4 for the six months ended June 30, 2005 as compared to $2.1 million for like period last year.

 

33


Table of Contents

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

 

Noninterest Expense

 

    For the Three Months Ended June 30,

    For the Six Months Ended June 30,

 
    2005

    2004

    2005

    2004

 
    Amount

    Percent
of Total


    Amount

  Percent
of Total


    Amount

  Percent
of Total


    Amount

  Percent
of Total


 
    (Dollars in thousands)  

Salaries and benefits

  $ 4,532     46.91 %   $ 3,675   36.43 %   $ 8,977   47.17 %   $ 7,357   45.18 %

Occupancy

    854     8.84       672   6.66       1,569   8.24       1,209   7.42  

Furniture, fixture, and equipment

    407     4.21       329   3.26       815   4.28       650   3.99  

Data processing

    477     4.94       506   5.02       942   4.95       974   5.98  

Professional services fees

    1,108     11.47       1,161   11.51       1,906   10.02       1,305   8.01  

Business promotion and advertising

    666     6.89       604   5.99       1,316   6.92       925   5.68  

Stationery and supplies

    236     2.44       127   1.26       413   2.17       233   1.43  

Telecommunications

    170     1.76       157   1.56       299   1.57       283   1.74  

Postage and courier service

    187     1.94       158   1.57       350   1.89       287   1.76  

Security service

    197     2.04       167   1.66       372   1.95       322   1.98  

Impairment loss of available for sale securities

    —       —         —     —         —     —         540   3.32  

Loss on termination of interest rate swaps

    —       —         —     —         306   1.61       —     —    

(Gain) loss on interest rate swaps:

                                                 

Swap mark to market

    (38 )   (0.39 )     1,511   14.98       119   0.63       502   3.08  

Other operating expense

    864     8.95       1,021   10.10       1,646   8.65       1,698   10.43  
   


 

 

 

 

 

 

 

Total noninterest expense

  $ 9,660     100.00 %   $ 10,088   100.00 %   $ 19,030   100.00 %   $ 16,285   100.00 %
   


 

 

 

 

 

 

 

As a percentage of average earning assets

          3.04 %         3.95 %         3.07 %         3.35 %

Efficiency ratio

          46.88 %         72.35 %         48.21 %         60.44 %

 

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 or book purposes.

 

The provision for income taxes amounted to $3.9 million for the second quarter of 2005 compared to $1.2 million for the same period in 2004, and the effective tax rates were 39.28% and 37.10%, respectively, for the second quarter of 2005 and 2004. The increase in the tax provision was attributable to a 211% increase in pretax earnings in the second 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 $147,000 for the first half of 2005 compared to $259,000 for the six months ended in June 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 asset was $6.3 million as of June 30, 2005, and $7.1 million as of December 31, 2004. As of June 30, 2005, the Company’s deferred tax asset was primarily due to the allowance for losses on loans. Deferred tax assets were increased by unrecognized loss from securities that are available for sale.

 

34


Table of Contents

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/A.

 

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 June 30, 2005 and December 31, 2004, the amounts invested in Fed Funds were $50.2 million and $35.9 million, respectively. The average yield earned on these funds was 2.75% for the first six months of 2005 compared to 1.03% for the same period last year. The Company invested $3.6 million and $3.7 million in money market funds and interest bearing deposits in other banks as of June 30, 2005 and December 31, 2004. The average balance and yield on money market funds and interest bearing deposits in other banks were $3.6 million and 2.82% for the first half of 2005 as compared to $20.4 million and 1.00% for the comparable period of 2004.

 

Investment Portfolio

 

As of June 30, 2005, investment securities totaled $199.4 million or 13% of total assets, compared to $168.4 million or 13% of total assets as of December 31, 2004. The increase of $31.0 million in the investment portfolio was due to: $96.7 million of purchases of U.S. government agency and U.S. government sponsored enterprise securities and U.S. government sponsored enterprise mortgage-backed securities. These purchases were partially offset by: (i) $42.5 million in available-for-sale U.S. Treasury, U.S. government sponsored enterprise securities and corporate bonds, which matured during the first half, (ii) $7.5 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) a principal payment of $6.8 million made on mortgage-backed securities.

 

As of June 30, 2005, available-for-sale securities totaled $189.1 million, compared to $157.0 million as of December 31, 2004. Available-for-sale securities as a percentage of total assets slightly decreased 12% at June 30, 2005, as compared to 13% as of December 31, 2004. Held-to-maturity securities decreased to $10.2 million as of June 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 June 30, 2005, compared to 93% and 7% as of December 31, 2004, respectively. For the three months and six months ended June 30, 2005, the yield on the average investment portfolio was 3.49% 3.42%, respectively, as compared to 3.16% and 3.34% respectively, for the same 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 was 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 half 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 56% to $156.2 million for the six months ended June 30, 2005, compared to $100.4 million for the same period of previous year. The annualized average yield increased 18 basis points to 3.49% for the six months ended June 30, 2005, compared to 3.31% for the previous year.

 

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The average balance of tax-advantaged securities was $11.9 million and $17.4 million for the six months ended June 30, 2005 and 2004, respectively. The average yield on tax-advantaged securities for the year ended June 30, 2005 was 2.49% compared to 3.50% for the same period last year. This decrease was mainly due to decrease yield on U.S. Government sponsored enterprise preferred stock. The tax-equivalent yield on these same types of securities for the six months ended June 30, 2005 was 3.72% compared to 5.03% for the same period last year. The decrease in 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 June 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

     1      1      6      6

U.S. Government sponsored enterprise securities

     105,472      104,501      66,535      65,747

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

     65,272      64,996      62,294      62,279

U.S. Government sponsored enterprise preferred stock

     4,865      4,923      10,092      10,138

Corporate trust preferred securities

     11,000      11,033      11,000      11,028

Corporate debt securities

     3,192      3,197      5,698      5,796
    

  

  

  

Total available for sale

   $ 190,300    $ 189,149    $ 157,639    $ 157,027
    

  

  

  

Held to Maturity:

                           

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

     5,048      4,997      6,197      6,161

Municipal securities

     5,198      5,325      5,199      5,392
    

  

  

  

Total held to maturity

   $ 10,246    $ 10,322    $ 11,396    $ 11,553
    

  

  

  

Total investment securities

   $ 200,546    $ 199,471    $ 169,035    $ 168,580
    

  

  

  


* Includes government agency securities of $18.1 million amortized cost and $19.7 million fair market value at June 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 June 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

 

    Within One Year

    After One But
Within Five Years


    After Five But
Within Ten Years


    After Ten Years

    Total

 
    Amount

  Yield 17

    Amount

  Yield 17

    Amount

  Yield

    Amount

  Yield 17

    Amount

  Yield 17

 
    (Dollars in thousands)  

Available for Sale (Fair Value):

                                                           

U.S. Treasury securities

  $ 498   2.76 %   $ —     —   %   $ —     —   %   $ —     —   %   $ 498   2.76 %

U.S. Government agencies asset-backed securities

    1   2.71       —     —         —     —         —     —         1   2.71  

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

    29,904   1.09       74,598   3.00       —     —         —     —         104,502   2.45  

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

    —     —         2,752   4.7       3,815   4.48       58,428   3.71       64,995   3.80  

U.S. Government sponsored enterprise preferred stock

    4,923   1.16       —     —         —     —         —     —         4,923   1.16  

Corporate trust preferred securities

    —     —         —     —         —     —         11,033   4.92       11,033   4.92  

Corporate debt securities

    1,014   5.80       2,183   3.96       —     —         —     —         3,197   4.78  
   

 

 

 

 

 

 

 

 

 

Total available for sale securities

  $ 36,340   1.25 %   $ 79,533   3.08 %   $ 3,815   4.48 %   $ 69,461   3.91 %   $ 189,149   3.04 %
   

 

 

 

 

 

 

 

 

 

Held to Maturity (Amortized Cost):

                                                           

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

  $ —     —   %   $ —     —   %   $ —     —   %   $ 5,048   3.88 %   $ 5,048   3.88 %

Municipal securities

    —     —         2,108   4.27       3,090   4.12       —     —         5,198   4.18  
   

 

 

 

 

 

 

 

 

 

Total held to maturity

  $ —     —   %   $ 2,108   4.27 %   $ 3,090   4.12 %   $ 5,048   3.88 %   $ 10,246   4.03 %
   

 

 

 

 

 

 

 

 

 

Total investment securities

  $ 36,340   1.25 %   $ 81,641   3.11 %   $ 6,905   4.32 %   $ 74,509   3.90 %   $ 199,395   3.09 %
   

 

 

 

 

 

 

 

 

 

 


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.

 

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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 June 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

   $ 71,312    $ (173 )   $ 27,188    $ (798 )   $ 98,500    $ (971 )

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

     42,719      (393 )     3,212      (20 )     45,931      (413 )

Corporate debt securities

     1,180      (13 )     —        —         1,180      (13 )
    

  


 

  


 

  


Total

   $ 115,211    $ (579 )   $ 30,400    $ (818 )   $ 145,611    $ (1,397 )
    

  


 

  


 

  


 

As of June 30, 2005, the Company has total fair value of $145.6 million of securities with unrealized losses of $1.4 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 $30.4 million with unrealized losses of $818,000. The Company sold $6.5 million of the Freddie Mac preferred stocks during the first quarter of 2005.

 

All individual securities that have been in a continuous unrealized loss position for twelve months or longer at June 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 June 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 half of 2005. Net loans increased $99.8 million, or 10%, to $1.1 billion at June 30, 2005, as compared to $1.0 billion at December 31, 2004. The increase in loans was funded primarily through deposit growth coming 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 June 30, 2005, represented 74% 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 $73.9 million or 12%, commercial business loans of $28.3 million, or 14%, consumer loans of $5.6 million or 10%, SBA loans of $3.9 million or 8%. Partially offsetting the growth in these loan categories was a net decrease in construction loans of $5.7 million or 34% and trade finance loans of $4.2 million or 5%.

 

As of June 30, 2005, commercial real estate remained the largest component of the Company’s total loan portfolio with loans totaling $681.2 million, representing 60% 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.

 

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Commercial business loans increased by $28.3 million during the first six months ended June 30, 2005 to $237.3 million as compared $209.0 million at year end 2004, mainly due to increased activity in other commercial business loans.

 

Trade finance loans decreased by $4.2 million or 5% to $79.6 million at June 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 $26.5 million of guaranteed and unguaranteed portions of SBA loans in the first half of 2005, and retained the obligation to service the loans for a servicing fee and to maintain customer relations. As of June 30, 2005, the Company was servicing $148.4 million of sold SBA loans, compared to $137.5 million of sold SBA loans as of December 31, 2004. Despite continuing sales of SBA loans, SBA loans increased to $52.9 million at June 30, 2005, which is an increase of $3.9 million, or 7.9%, compared to last year-end.

 

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

 

     June 30, 2005

    December 31, 2004

 
     Amount

    Percent
of Total


    Amount

    Percent
of Total


 
     (Dollars in thousands)  

Real Estate

                            

Construction

   $ 11,172     0.99 %   $ 16,919     1.65 %

Commercial 18

     681,200     60.48       607,296     59.25  

Commercial

                            

Korean Affiliate Loans 19

     15,791     1.40       15,979     1.56  

Other commercial loans

     221,496     19.67       193,016     18.83  

Trade Finance 20

                            

Korean Affiliate Loans

     2,000     0.18       2,734     0.27  

Other trade finance loans

     77,565     6.89       81,029     7.90  

SBA

     33,918     3.01       34,504     3.37  

SBA held for sale 21

     18,992     1.69       14,523     1.41  

Other 22

     296     0.03       864     0.08  

Consumer

     63,733     5.66       58,178     5.68  
    


 

 


 

Total Gross Loans

     1,126,163     100.00 %     1,025,042     100.00 %
    


 

 


 

Less:

                            

Allowance for Loan Losses

     (12,538 )           (11,227 )      

Deferred Loan Fees

     (1,370 )           (1,356 )      

Discount on SBA Loans Retained

     (2,003 )           (1,986 )      
    


       


     

Total Net Loans

   $ 1,110,252           $ 1,010,473        
    


       


     

 

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

 


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

 

19 Consists of loans to U.S. affiliates or subsidiaries or branches of Korean companies.

 

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

 

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

 

22 Consists of transactions in process and overdrafts.

 

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(“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 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.

 

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

 

     June 30, 2005

   December 31, 2004

     (Dollars in thousands)
Category              

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

   $ 11,733    $ 12,772

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

     20,384      15,169

Acceptances with Korean Banks

     12,427      14,623

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

     9,638      10,527
    

  

Total

   $ 54,182    $ 53,091
    

  

 

Loans and commitments involving direct exposure to the Korean economy totaled $54.2 million or 4% of total loans and commitments and $53.1 million or 4% of total loans and commitments as of June 30, 2005 and December 31, 2004, respectively. The Company’s level of loans and commitments involving such exposure on June 30, 2005 has increased as compared to December 31, 2004, primarily due to a $5.2 million increase in unused commitments for loans to U.S. affiliates of Korean Companies.

 

In addition to the loans included in the above table, which involve direct exposure to the Korean economy, the Company also makes loans to many U.S. business customers in the import or export business whose operations are indirectly affected by the economies of various Pacific Rim countries including South Korea. As of June 30, 2005, loans outstanding involving indirect country risk totaled $30.2 million, or 2.7% of the Company’s total loans, and loans and commitments involving indirect country risk totaled $109.9 million, or 8% of the Company’s total loans and commitments. “Indirect country risk” is defined as the risk associated with loans to such U.S. businesses, which are dependent upon foreign countries for business and trade. Of the $109.9 million in total loans and commitments involving indirect country risk, approximately 72% involve borrowers doing business with Korea, with the remaining percentages to other individual Pacific Rim countries being relatively small in relation to the total indirect loans involving country risk. As a result, with the exception of South Korea, the Company does not believe it has significant indirect country risk exposure to any other specific Pacific Rim country.

 

Of the total loans outstanding and commitments involving indirect country risk identified above, approximately 80% of such loans and commitments were to businesses which import goods from Korea and 12% were loans or commitments to businesses which export goods to Korea.

 

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

 

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demand. In addition, export loans are generally dependent on the businesses’ cash 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.

 

Nonperforming Assets

 

Nonperforming assets are comprised of loans on nonaccrual status, loans 90 days or more past due but not on nonaccrual status, 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 June 30, 2005 and December 31, 2004. The decrease in nonperforming loans was mainly due to a $250,000 decrease in SBA loans. Total nonperforming loans also decreased by $120,000 to $3.0 million in the first half of 2005 from $3.2 million in the first half of 2004. This decrease was primarily due to a $1.9 million decrease in nonperforming commercial business loans. This decrease was partially offset by $1.7 million increase nonperforming construction loans.

 

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

 

    

June 30,

2005


    December 31,
2004


 
     (Dollars in Thousands)  

Nonaccrual loans:

                

Real estate:

                

Construction

   $ 1,695     $ 1,746  

Commercial

     —         —    

Commercial:

                

Korean Affiliate Loans

     —         —    

Other commercial loans

     900       957  

Consumer

     67       108  

Trade finance:

                

Korean Affiliate Loans

     —         —    

Other trade finance loans

     —         —    

SBA

     370       620  

Other 23

     —         —    
    


 


Total

     3,032       3,431  

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

                

Total

     —         —    

Restructured loans:24

                

Total

     —         —    
    


 


Total nonperforming loans

     3,032       3,431  

Other real estate owned

     —         —    
    


 


Total nonperforming assets

   $ 3,032     $ 3,431  
    


 


Nonperforming loans as a percentage of total loans

     0.27 %     0.34 %

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

     0.27 %     0.34 %

Allowance for loan losses to nonperforming loans

     413.58 %     327.22 %

23 Consists of transactions in process and overdrafts

 

24 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 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.

 

 

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

 

     June 30,
2005


    December 31,
2004


 
     (Dollars in thousands)  

Impaired loans with specific reserves

   $ 2,287     $ 2,616  

Impaired loans without specific reserves

     3,134       2,490  
    


 


Total impaired loans

     5,421       5,106  

Allowance on impaired loans

     (179 )     (398 )
    


 


Net recorded investment in impaired loans

   $ 5,242     $ 4,708  
    


 


Average total recorded investment in impaired loans

   $ 4,895     $ 6,520  

Interest income recognized in impaired loans on a cash basis

   $ 111     $ 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 loan. 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-rated pass, special mention and substandard for the most recent three quarters are adjusted to an annual basis as follows:

 

    The most recent quarter is weighted 4/1;

 

    The second most recent is weighted 4/2; and

 

    The third most recent is weighted 4/3.

 

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;

 

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    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 U.S. and Korea, Korean Affiliate Loans, and certain loans to local U.S. businesses that are supported by stand by 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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The following table sets forth the composition of the allowance for loan losses as of June 30, 2005 and December 31, 2004:

 

Composition of Allowance for Loan Losses

 

    

As of

June 30,
2005


  

As of

December 31,
2004


     (Dollars in thousands)

Specific (Impaired loans)

   $ 179    $ 398

Formula (non-homogeneous)

     11,756      10,282

Homogeneous

     312      269

Country risk exposure

     291      278
    

  

Total allowance for loan losses

   $ 12,538    $ 11,227
    

  

 

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

 

Allowance for Loan Losses

 

     June, 30
2005


    December 31,
2004


    June, 30
2004


 
     (Dollars in thousands)  

Balances:

                        

Average total loans outstanding during period 25

   $ 1,059,963     $ 878,819     $ 818,427  

Total loans outstanding at end of period 25

   $ 1,122,790     $ 1,021,359     $ 879,224  

Allowance for Loan Losses:

                        

Balance at beginning of period

   $ 11,227     $ 8,804     $ 8,804  

Charge-offs:

                        

Real Estate

                        

Construction

     —         435       435  

Commercial

     —         —         —    

Commercial:

                        

Korean Affiliate Loans

     —         —         —    

Other commercial loans

     309       967       155  

Consumer

     117       165       80  

Trade Finance:

                        

Korean Affiliate Loans

     —         —         —    

Other trade finance loans

     —         —         —    

SBA

     2       63       9  

Other

     —         —         —    
    


 


 


Total charge-offs

     428       1,630       679  
    


 


 


Recoveries

                        

Real estate

                        

Construction

     —         —         —    

Commercial

     —         —         —    

Commercial:

                        

Korean Affiliate Loans

     —         —         —    

Other commercial loans

     15       696       375  

Consumer

     11       35       34  

Trade finance:

                        

Korean Affiliate Loans

     —         —         —    

Other trade finance loans

     —         41       41  

SBA

     13       31       19  

Other

     —         —         —    
    


 


 


Total recoveries

     39       803       469  
    


 


 


Net loan charge-offs and (recoveries)

     389       827       210  
    


 


 


                          

Provision for loan losses

     1,700       3,250       1,450  
    


 


 


Balance at end of period

   $ 12,538     $ 11,227     $ 10,044  
    


 


 


Ratios:

                        

Net loan charge-offs to average total loans

     0.04 %     0.09 %     0.03 %

Provision for loan losses to average total loans

     0.16       0.37       0.17  

Allowance for loan losses to gross loans at end of period

     1.12       1.10       1.14  

Allowance for loan losses to total nonperforming loans

     413.58       327.22       318.65  

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

     3.10       7.37       2.09  

Net loan charge-offs to provision for loan losses

     22.88 %     25.45 %     14.51 %

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

 

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The allowance for loan losses was $12.5 million as of June 30, 2005 compared to $11.2 million at December 31, 2004. The Company recorded a provision of $1.7 million for the first half of 2005. For the six months ended June 30, 2005, the Company charged off $428,000 and recovered $39,000, resulting in net charge-offs of $389,000, compared to net charge-offs of $210,000 for the same period in 2004. The allowance for loan losses increased to 1.12% of total gross loans at June 30, 2005, as compared to 1.10% at December 31, 2004. In comparison to June 30, 2004, the allowance for loan losses slightly decreased to 1.12% as compared to 1.14%. The Company provides an allowance for the 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 413.6% as of June 30, 2005 compared to 327.2% as of December 31, 2004 and 318.7% at June 30, 2004. Management believes that the ratio of the allowance to nonperforming loans at June 30, 2005 was adequate based on its overall analysis of the loan portfolio.

 

The balance of the allowance for loan losses increased to $12.5 million as of June 30, 2005 compared to $11.2 million as of December 31, 2004. This increase was mainly due to an $1.5 million increase in formula (non-homogeneous) allowance, a $43,000 increase in homogeneous allowance and a $13,000 increase in country risk exposure mainly due to loan growth. These increases were partially offset by a decrease in the specific reserve of $219,000.

 

The provision for loan losses for the first half of 2005 was $1.7 million, an increase of 17%, compared to $1.5 million for the same period in 2004. This increase was due to loan growth.

 

Management believes the level of allowance as of June 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 $4.2 million at June 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 2.52% during the first six months of 2005, compared to 1.88% 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 June 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 with the State of California as of June 30, 2005, which increased by $20 million as compared to $60 million at December 31, 2004. The deposit has been renewed every 3 to 6 months.

 

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Total deposits increased by $155.2 million or 13% to $1.32 billion at June 30, 2005 compared to $1.17 billion at December 31, 2004. The increase was mainly due to a $40.0 million increase in non-interest bearing deposits and an $81.1 million increase in time deposits of $100,000 or more. Money market and NOW deposits and savings also increased by 12% and 9%, respectively, to $235.4 million and $80.3 million, respectively from $210.8 million and $73.7 million, respectively, 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:

 

    

June, 30

2005


  

December, 31,

2004


     (Dollars in Thousands)

Demand deposits (noninterest-bearing)

   $ 387,183    $ 347,195

Money market accounts and NOW

     235,433      210,842

Savings

     80,334      73,733
    

  

       702,950      631,770
    

  

Time deposits:

             

Less than $100,000

     84,296      81,407

$100,000 or more

     533,483      452,359
    

  

       617,779      533,766
    

  

Total

   $ 1,320,729    $ 1,165,536
    

  

 

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

 

     $100,000
or Greater


   Less Than
$100,000


   Total

     (Dollars in thousands)     

2005

   $ 383,292    $ 55,116    $ 438,408

2006

     142,025      26,751      168,776

2007

     3,013      1,626      4,639

2008

     3,849      573      4,422

2009 and thereafter

     1,304      230      1,534
    

  

  

Total

   $ 533,483    $ 84,296    $ 617,779
    

  

  

 

Information concerning the average balance and average rates paid on deposits by deposit type for the three and six months ended June 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 June 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 amounted $1.2 million as of June 30, 2005 compared to $2.2 million as of December 31, 2004. The total borrowed amount outstanding at June 30, 2005 and December 31, 2004 was $48.5 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 June 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 *

   $ 41,289    $ 4,000    $ —      $ 21,806    $ 67,095

Deposits

     1,270,544      42,722      7,463      —        1,320,729

Operating lease obligations

     1,076      3,286      1,304      1,895      7,561
    

  

  

  

  

Total contractual obligations

   $ 1,312,909    $ 50,008    $ 8,767    $ 23,701    $ 1,395,385
    

  

  

  

  


* 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 June 30, 2005, the Company’s liquidity ratio, which is the ratio of available liquid funds to net deposits and short-term liabilities was 18%. Total available liquidity as of that date was $238.9 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 39% 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

 

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movements. In general, the Management’s strategy is to match asset and liability balances within maturity categories 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 that the Company earns on its assets and pays on its liabilities are established contractually for specified period of time. Market interest rates change over time and if a financial institution cannot quickly adapt to changes in interest rate, 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 June 30, 2005, the Company was asset sensitive with a positive one-year gap of $236.3 million or 15.7% of total assets and 17.3% 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

 

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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 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 June 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    $ 77,961    18.56 %   $ 99,651    -3.82 %
+200    $ 73,934    12.44 %   $ 100,988    -2.53 %
+100    $ 69,852    6.23 %   $ 102,329    -1.24 %
Level    $ 65,755    0.00 %   $ 103,613    0.00 %
-100    $ 61,557    -6.38 %   $ 104,766    1.11 %
-200    $ 57,021    -13.28 %   $ 103,350    1.68 %
-300    $ 50,132    -23.76 %   $ 105,661    1.98 %

 

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 $15.6 million or a 24% decrease, whereas a rate increase of 300 basis points impacts net interest income by only $12.2 million or a 19% increase.

 

All interest-earning assets and interest-bearing liabilities and related derivative contracts are included in the rate sensitivity analysis at June 30, 2005. At June 30, 2005, the Company’s estimated changes in net interest income and EVE was 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 restatement does not affect the Company’s total Shareholders’ Equity for any affected periods, 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 did not include the Other Comprehensive Income portion of Shareholder’s Equity where the affect of the hedge

 

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accounting treatment was recognized each quarter. As a result of the restatement the mark to market adjustment of the Company’s interest rate swaps are recognized in current earnings and therefore retained earnings which is included in the capital amount used for regulatory capital ratio calculations.

 

Shareholders’ equity as of June 30, 2005 was $101.2 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 restated actual capital ratios at June 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)

   11.25 %   11.18 %   8.00 %   10.00 %

Tier 1 Capital (to Risk-Weighted Assets)

   10.13 %   10.06 %   4.00 %   6.00 %

Tier 1 Capital (to Average Assets)

   8.61 %   8.58 %   4.00 %   5.00 %

 

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

 

Restatement. As discussed under “2005 Restatement” at the beginning of this report, we have restated our financial statements for the three and six month periods ended June 30, 2005 and 2004 to reflect a change in the accounting treatment of the Company’s interest rate swaps, which swaps were acquired between 2001 and 2003. In the course of a regularly scheduled review of the Company’s second quarter 2005 financial statements, 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.

 

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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 for the quarter ended June 30, 2005, filed on August 15, 2005, reflected the restatement described above, but also included the use of hedge accounting treatment for the second quarter of 2005. This Form 10-Q/A reflects the restatement of the Company’s earnings for the quarter ended June 30, 2005 to eliminate the use of hedge accounting treatment for that quarter.

 

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits 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 the Company in the reports that it files under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the 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 as originally filed (and in the Form 10-K/A being filed concurrently herewith), 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. The material weakness resulted in the restatement of the 2004 financial statements reducing net income by $790,000. In addition, the restatement resulted in a reduction in net income of $215 thousand for the six month period ended June 30, 2005.

 

In re-evaluating the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2005, the Company’s Chief Executive Officer and Chief Financial Officer also concluded that the failure to ensure the correct application of SFAS 133 when the 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 that same date. As a result of these material weaknesses, as of June 30, 2005, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e)) were not effective.

 

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.

 

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

 

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). None of the claims against us or the other parties has yet been adjudicated. The parties are continuing to conduct discovery, and the litigation is still in the preliminary stages. We are vigorously defending this lawsuit.

 

We believe that we have meritorious defenses against the claims made by KEIC and the parties alleged to have accepted the bills of exchange subject to the 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

 

The Company’s annual meeting of shareholders was held on May 11, 2005. Proxies were solicited by the Company’s management pursuant to Regulation 14 under the Securities Exchange Act of 1934. There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders. The directors noted below were elected to two-year terms. The votes tabulated were:

 

     Authority Given

   Authority Withheld

David Z. Hong

   13,902,506    307,647

Chang Hwi Kim

   14,076,081    134,072

Sang Hoon Kim

   14,076,081    134,072

Monica Yoon

   13,958,774    251,379

 

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There were no broker non-votes received with respect to this item.

 

In addition, the terms of the following directors continued after the shareholders’ meeting:

 

Chung Hyun Lee    Jin Chul Jhung    Peter Y. S. Kim    Seon Hong Kim

 

Item 5: OTHER INFORMATION

 

On August 3, 2005, the Company’s Audit Committee concluded that the Company will be required to restate its previously issued financial statements as of and for the years ended December 31, 2004, 2003, 2002 and 2001 and certain quarters during those years and 2005, and that these financial statements should not be relied upon. The Company filed a Current Report on Form 8-K with respect to this matter on August 9, 2005. Information concerning the restatement appears in “2005 Restatement” at the beginning of this report.

 

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 not constrain our business. Management is committed to resolving the issues addressed in the memorandum as promptly as possible, and has 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.)
31.1    Certification of Chief Executive Officer (Section 302 Certification)
31.2    Certification of Chief Financial Officer (Section 302 Certification)
32.1    Certification of Periodic Financial Report (Section 906 Certification)

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 16, 2005

     

/s/ Seon Hong Kim

       

Center Financial Corporation

       

Seon Hong Kim

       

President & Chief Executive Officer

 

Date: November 16, 2005

     

/s/ Patrick Hartman

       

Center Financial Corporation

       

Patrick Hartman

       

Chief Financial Officer & Executive Vice President

 

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