-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJYV2yGovM8KBjGlxp/pjI2VhAYm87Qe6bml/yrexiONKSB6UtXB7cDBs94+AswG FWOkbrT/gQxIh3LY14+lIQ== 0001193125-07-161944.txt : 20070726 0001193125-07-161944.hdr.sgml : 20070726 20070725193947 ACCESSION NUMBER: 0001193125-07-161944 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER FINANCIAL CORP CENTRAL INDEX KEY: 0001174820 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 522380548 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50050 FILM NUMBER: 071000360 BUSINESS ADDRESS: STREET 1: 3435 WILSHIRE BLVD STREET 2: STE 700 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2132512222 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

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

For the quarterly period ended June 30, 2007

OR

 

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

For the transition period from             to            .

Commission file number: 000-50050

 


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)   (Zip Code)

Registrant’s telephone number, including area code—(213) 251-2222

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.

x  Yes    ¨  No

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

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

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

Yes  ¨    No  x

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

As of July 23, 2007 there were 16,718,447 outstanding shares of the issuer’s Common Stock with no par value.

 



Table of Contents

FORM 10-Q

Index

 

PART I - FINANCIAL INFORMATION

   3

ITEM 1: INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   3

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   6

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

   17

FORWARD-LOOKING STATEMENTS

   17

SUMMARY OF FINANCIAL DATA

   19

EARNINGS PERFORMANCE ANALYSIS

   20

FINANCIAL CONDITION ANALYSIS

   29

LIQUIDITY AND MARKET RISK/INTEREST RISK MANAGEMENT

   39

CAPITAL RESOURCES

   42

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   43

ITEM 4: CONTROLS AND PROCEDURES

   43

PART II - OTHER INFORMATION

   44

ITEM 1: LEGAL PROCEEDINGS

   44

ITEM 1A. RISK FACTORS

   44

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

   44

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

   45

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

   45

ITEM 5: OTHER INFORMATION

   45

ITEM 6: EXHIBITS

   46

SIGNATURES

   47

 

2


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PART I—FINANCIAL INFORMATION

 

Item 1: INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

AS OF JUNE 30, 2007 AND DECEMBER 31, 2006

 

     6/30/2007     12/31/2006  
     (Dollars in thousands)  
ASSETS     

Cash and due from banks

   $ 77,784     $ 71,504  

Federal funds sold

     6,745       —    

Money market funds and interest-bearing deposits in other banks

     1,972       1,872  
                

Cash and cash equivalents

     86,501       73,376  

Securities available for sale, at fair value

     130,057       148,913  

Securities held to maturity, at amortized cost (fair value of $11,021 as of June 30, 2007 and $10,571 as of December 31, 2006)

     11,257       10,591  

Federal Home Loan Bank and Pacific Coast Bankers Bank stock, at cost

     13,181       11,065  

Loans, net of allowance for loan losses of $18,289 as of June 30, 2007 and $17,412 as of December 31, 2006

     1,583,793       1,518,666  

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

     30,367       18,510  

Premises and equipment, net

     13,606       13,322  

Customers’ liability on acceptances

     3,115       4,871  

Accrued interest receivable

     8,314       8,574  

Deferred income taxes, net

     11,140       11,723  

Investments in affordable housing partnerships

     6,219       6,878  

Cash surrender value of life insurance

     11,380       11,183  

Goodwill

     1,253       1,253  

Intangible assets, net

     293       320  

Other assets

     3,731       4,067  
                

Total Assets

   $ 1,914,207     $ 1,843,312  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Liabilities

    

Deposits:

    

Noninterest-bearing

   $ 393,108     $ 388,163  

Interest-bearing

     1,192,244       1,041,236  
                

Total Deposits

     1,585,352       1,429,399  

Acceptances outstanding

     3,115       4,871  

Accrued interest payable

     11,623       11,458  

Other borrowed funds

     133,258       229,490  

Trust preferred securities

     18,557       18,557  

Accrued expenses and other liabilities

     9,289       8,803  
                

Total liabilities

     1,761,194       1,702,578  

Commitments and Contingencies

     —         —    

Shareholders’ Equity

    

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

     —         —    

Common stock, no par value; authorized 40,000,000 shares; issued and outstanding, 16,718,447 (including 9,700 shares of unvested restricted stock) as of June 30, 2007 and 16,632,601 as of December 31, 2006

     70,587       69,172  

Retained earnings

     82,614       71,777  

Accumulated other comprehensive loss, net of tax

     (188 )     (215 )
                

Total shareholders’ equity

     153,013       140,734  
                

Total Liabilities and Shareholders’ Equity

   $ 1,914,207     $ 1,843,312  
                

See accompanying notes to interim consolidated financial statements.

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (UNAUDITED)

 

    

Three Months

Ended June 30,

   

Six Months

Ended June 30,

 
     2007     2006     2007    2006  
     (Dollars in thousands, except per share data)  

Interest and Dividend Income:

         

Interest and fees on loans

   $ 33,490     $ 26,767     $ 65,471    $ 52,055  

Interest on federal funds sold

     62       595       114      1,418  

Interest on taxable investment securities

     1,551       2,058       3,177      4,244  

Interest on tax-advantaged investment securities

     129       152       262      249  

Dividends on equity stock

     181       92       355      158  

Money market funds and interest-earning deposits

     16       53       32      113  
                               

Total interest and dividend income

     35,429       29,717       69,411      58,237  

Interest Expense:

         

Interest on deposits

     13,431       11,920       25,008      23,344  

Interest on borrowed funds

     2,426       177       5,862      281  

Interest expense on trust preferred securities

     373       359       743      693  
                               

Total interest expense

     16,230       12,456       31,613      24,318  
                               

Net interest income before provision for loan losses

     19,199       17,261       37,798      33,919  

Provision for loan losses

     1,100       1,518       2,370      1,775  
                               

Net interest income after provision for loan losses

     18,099       15,743       35,428      32,144  

Noninterest Income:

         

Customer service fees

     1,772       2,084       3,539      4,214  

Fee income from trade finance transactions

     682       797       1,431      1,750  

Wire transfer fees

     226       237       437      453  

Gain on sale of loans

     618       1,123       618      1,797  

Loan service fees

     612       414       990      968  

Insurance settlement—legal fees

     —         2,520       —        2,520  

Other income

     585       532       1,131      1,012  
                               

Total noninterest income

     4,495       7,707       8,146      12,714  

Noninterest Expense:

         

Salaries and employee benefits

     6,218       5,315       12,476      10,878  

Occupancy

     983       896       1,943      1,779  

Furniture, fixtures, and equipment

     497       509       964      969  

Data processing

     533       541       1,037      1,083  

Professional service fees

     1,082       354       2,090      2,414  

Business promotion and advertising

     830       1,123       1,471      1,968  

Stationery and supplies

     138       167       271      326  

Telecommunications

     146       165       282      338  

Postage and courier service

     191       195       381      336  

Security service

     271       239       511      502  

Loss on interest rate swaps

     —         30       —        83  

Other operating expenses

     1,240       1,133       2,241      2,081  
                               

Total noninterest expense

     12,129       10,667       23,667      22,757  
                               

Income before income tax provision

     10,465       12,783       19,907      22,101  

Income tax provision

     3,982       5,104       7,566      8,653  
                               

Net income

     6,483       7,679       12,341      13,448  

Other comprehensive income—unrealized (loss) gain on available-for-sale securities, net of income tax benefit (expense) of $207, $450, ($27) and $296

     (436 )     (622 )     27      (409 )
                               

Comprehensive income

   $ 6,047     $ 7,057     $ 12,368    $ 13,039  
                               

EARNINGS PER SHARE:

         

Basic

   $ 0.39     $ 0.47     $ 0.74    $ 0.82  
                               

Diluted

   $ 0.39     $ 0.46     $ 0.74    $ 0.81  
                               

Weighted average shares outstanding—basic

     16,679,653       16,494,337       16,671,814      16,481,486  
                               

Weighted average shares outstanding—diluted

     16,761,144       16,634,626       16,788,787      16,641,017  
                               

See accompanying notes to interim consolidated financial statements.

 

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CENTER FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (UNAUDITED)

 

         6/30/2007             6/30/2006      
     (Dollars in thousands)  

Cash flows from operating activities:

    

Net income

   $ 12,341     $ 13,448  

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

    

Compensation expenses related to stock options and restricted stocks

     472       343  

Depreciation and amortization

     1,348       1,202  

Amortization of deferred fees

     (989 )     (623 )

Mark to market adjustments on interest rate swaps

     —         110  

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

     34       (253 )

Provision for loan losses

     2,370       1,775  

Net (gain) loss on sale of premises and equipment

     (9 )     114  

Net originations of SBA loans held for sale

     (19,354 )     (29,848 )

Gain on sale of loans

     (618 )     (1,797 )

Proceeds from sale of loans

     21,680       30,923  

Deferred tax provision

     562       296  

Federal Home Loan Bank stock dividend

     (320 )     (130 )

Decrease (increase) in accrued interest receivable

     260       (826 )

Net increase in cash surrender value of life insurance policy

     (197 )     (186 )

Decrease (increase) in other assets and servicing assets

     1,908       (2,359 )

Increase in accrued interest payable

     165       3,138  

(Decrease) increase in accrued expenses and other liabilities

     (1,442 )     1,297  
                

Net cash provided by operating activities

     18,211       16,624  
                

Cash flows from investing activities:

    

Purchase of securities available for sale

     (22,783 )     (7,408 )

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

     41,662       62,881  

Purchase of securities held to maturity

     (1,382 )     (518 )

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

     707       276  

Purchase of Federal Home Loan Bank and other equity stock

     (1,796 )     (1,594 )

Payments from net swap settlement

     —         (193 )

Net increase in loans

     (79,934 )     (89,052 )

Proceeds from recoveries of loans previously charged-off

     45       520  

Purchases of premises and equipment

     (1,239 )     (711 )

Proceeds from disposal of equipment

     12       —    

Net increase in investments in affordable housing partnerships

     290       —    
                

Net cash used in investing activities

     (64,418 )     (35,799 )
                

Cash flows from financing activities:

    

Net increase (decrease) in deposits

     155,953       (36,398 )

Net (decrease) increase in other borrowed funds

     (96,232 )     7,524  

Proceeds from stock options exercised

     1,114       597  

Tax benefit in excess of recognized cumulative compensation costs

     —         158  

Payment of cash dividend

     (1,332 )     (1,314 )

Purchases of common stock

     (171 )     —    
                

Net cash provided by (used in) financing activities

     59,332       (29,433 )
                

Net increase (decrease) in cash and cash equivalents

     13,125       (48,608 )

Cash and cash equivalents, beginning of the year

     73,376       143,376  
                

Cash and cash equivalents, end of the period

   $ 86,501     $ 94,768  
                

Supplemental disclosure of cash flow information:

    

Interest paid

   $ 31,448     $ 21,180  

Income taxes paid

   $ 7,057     $ 10,360  

Supplemental schedule of noncash investing, operating, and financing activities:

    

Cash dividend accrual

   $ 836     $ 660  

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”) was incorporated on April 19, 2000 and acquired all of the issued and outstanding shares of Center Bank (the “Bank”) in October 2002. Currently, Center Financial’s direct subsidiaries include the Bank and Center Capital Trust I. 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 provides comprehensive financial services for small to medium sized business owners, primarily 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 Southern California including Los Angeles, Orange, San Bernardino, and San Diego counties, primarily focused in areas with high concentrations of Korean-Americans. The Bank currently has 17 full-service branch offices, 15 of which are located in Los Angeles, Orange, San Bernardino, and San Diego counties. The Bank opened all California branches as de novo branches. On April 26, 2004, the Company completed its acquisition of the Korea Exchange Bank (KEB) Chicago branch, the Bank’s first out-of-state branch, with a focus on the Korean-American 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 two new branches in Irvine, California and Seattle, Washington in 2005. The Bank also operates eight Loan Production Offices (“LPOs”) in Phoenix, Seattle, Denver, Washington D.C., Las Vegas, Atlanta, Dallas and Northern California.

CB Capital Trust, a Maryland real estate investment trust (“REIT”) which is a consolidated subsidiary of the Bank, was formed in August 2002 for the primary business purpose of investing in the Bank’s real-estate related assets, and enhancing and strengthening the Bank’s capital position and earnings primarily through tax advantaged income from such assets. On December 31, 2003, the California Franchise Tax Board issued an opinion listing bank-owned REITs as potentially abusive tax shelters subject to possible penalties, and stating that REIT consent dividends are not deductible for California state income tax purposes. In view of this opinion, it appears that the REIT will not be able to fulfill its original intended purposes, and management is in the process of dissolving the entity. We anticipate that the dissolution will be completed in the third quarter of 2007.

In December 2003, the Company formed a wholly owned subsidiary, Center Capital Trust I, a Delaware statutory business trust, for the exclusive purpose of issuing and selling trust preferred securities.

Center Financial’s principal source of income is currently dividends from the Bank. The expenses of Center Financial, including legal and accounting 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. Center Capital Trust I is not consolidated as disclosed in Note 7.

The interim consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for unaudited financial statements. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management,

 

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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, 2007 are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes included in Company’s annual report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

Reclassifications

Reclassifications have been made to the prior year financial statements to conform to the current presentation.

3. SIGNIFICANT ACCOUNTING POLICIES

Accounting policies are fully described in Note 2 to the consolidated financial statements in Center Financial’s Annual Report on Form 10-K for the year ended December 31, 2006 and there have been no material changes noted.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement also resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. SFAS No. 155 eliminates the exemption from applying SFAS No. 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. SFAS No. 155 also allows a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement (new basis) event, on an instrument-by-instrument basis, in case in which a derivative would otherwise have to be bifurcated. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company has adopted SFAS No. 155 and the adoption has had no material impact on the consolidated financial statements or results of operations of the Company.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140. SFAS No.156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract if a) a transfer of the servicer’s assets meets the requirements for sale accounting b) a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and c) an acquisition or assumption of an obligation to service a financial asset does not relate to financial assets of the servicer or its consolidated affiliates. Further, the SFAS No. 156 requires all separately recognized servicing asset and liabilities to be initially measured at fair value, if practicable. SFAS No. 156 must be adopted as of the first fiscal year that begins after September 15, 2006. The Company adopted SFAS No. 156 and the adoption has had no material impact on the consolidated financial statements or results of operations of the Company.

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, that clarifies the accounting for uncertainties in incomes taxes recognized in accordance with SFAS No. 109. The interpretation prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. Companies are required to determine whether it is more likely than not that a tax position will be

 

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sustained upon examination based on the technical merits of the position (assuming the taxing authority has full knowledge of all relevant facts). If the tax position meets the more likely than not criteria, the position is to be measured at the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement with the taxing authorities. The Company has had no material impact with the adoption of FIN 48 on the consolidated financial statements or results of operations of the Company.

In addition, in May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1, Definition of “Settlement” in FASB Interpretation No. 48. This FSP provides guidance on how a company should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The FASB clarifies that a tax position could be effectively settled upon examination by a taxing authority. This guidance should be applied upon the initial adoption of FIN 48. The Company’s adoption of FIN 48 effective January 1, 2007 was consistent with this FSP.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of SFAS No. 157 to have a material impact on the consolidated financial statements or results of operations of the Company.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R), which requires an employer to recognize in its statement of financial position the overfunded or underfunded status of a defined benefit postretirement plan measured as the difference between the fair value of plan assets and the benefit obligation. Employers must also recognize as a component of other comprehensive income, net of tax, the actuarial and experience gains and losses and the prior service costs and credits. The recognition provisions of the Statement are effective for public entities for fiscal years ending after December 15, 2006 and for nonpublic entities for fiscal years ending after June 15, 2007. The measurement date provisions are effective for fiscal years ending after December 15, 2008. The Company does not expect the adoption of SFAS No.158 to have a material impact on the consolidated financial statements or results of operations of the Company.

In September 2006, EITF Issue No. 06-5, “Accounting for Purchases of Life Insurance—Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance” was issued. The Task Force reached a consensus that a policyholder should consider any additional amounts included in the contractual terms of the policy in determining the amount that could be realized under the insurance contract. The Task Force also reached a consensus that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). Furthermore, the Task Force reached a consensus that the cash surrender value should not be discounted when contractual limitations on the ability to surrender a policy exist if the policy continues to operate under its normal terms (continues to earn interest) during the restriction period. The consensus is effective for fiscal years beginning after December 15, 2006. The Company has adopted the Issue as of January 1, 2007 and the adoption of the Issue has had no material impact on the consolidated financial statements or results of operations of the Company.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain warranty and insurance contracts at fair value. The Statement applies to all reporting entities, including not-for-profit organizations, and contains financial statement presentation and disclosure requirements for assets and liabilities reported at fair value. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted subject to certain conditions including the adoption of SFAS No. 157 at the same time. The Company

 

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will adopt SFAS No. 159 on January 1, 2008. The Company is currently assessing whether fair value accounting is appropriate for any of its eligible items and currently cannot estimate the impact, if any, on the consolidated financial statements or results of operations of the Company.

5. STOCK-BASED COMPENSATION

The Company has a Stock Incentive Plan which was adopted by the Board of Directors in April 2006, approved by the shareholders in May 2006, and amended by the Board in June 2007 (the “2006 Plan”). The 2006 Plan provides for the granting of non-qualified and incentive stock options and restricted stock awards to employees (including officers) and directors. The 2006 Plan replaced the Company’s former stock option plan (the “1996 Plan”) which expired in February 2006, and all options under the 1996 Plan which were outstanding on April 12, 2006 were transferred to and made part of the 2006 Plan. The option prices of all options granted under the 2006 Plan (including options transferred from the 1996 Plan) must be not less than 100% of the fair market value at the date of grant. All options granted generally vest at the rate of 20% per year except that the options granted to the CEO and to the non-employee directors vest at the rate of 33 1/3% per year. All options not exercised generally expire ten years after the date of grant.

The Company accounts for stock-based compensation in accordance with SFAS No. 123R since its adoption effective January 1, 2006. The Company’s pre-tax compensation expense for stock-based employee compensation was $267,000 and $472,000 ($213,000 and $380,000 after tax effect of non-qualified stock options) for the three and six months ended June 30, 2007, respectively. Calculations of this compensation expense utilized the assumptions noted below. This expense is the result of vesting of portions of previously granted stock options and those awarded during the three and six months ended June 30, 2007.

The Company granted 455,500 and 607,000 options with a weighted average grant-date fair value of $6.53 and $7.19 for the three and six months ended June 30, 2007, respectively. No options were granted during the six months ended June 30, 2006.

The fair value of the stock options granted was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Beginning in 2006, with the adoption of SFAS No. 123R the expected life (estimated period of time outstanding) of options granted with a 10-year term was determined using the average of the vesting period and term, an accepted method under SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. Expected volatility was based on historical volatility for a period equal to the stock option’s expected life, ending on the day of grant, and calculated on a weekly basis.

 

    

Six Months

Ended 6/30/2007

  

Six Months

Ended 6/30/2006

Risk-free interest rate

   2.05% -  5.07%    2.05% - 6.21%

Expected life

   3 -  6.5 years    3 -  6.5 years

Expected volatility

   32% - 36%    30% - 34%

Expected dividend yield

   0.00% -1.05%    0.00% -1.05%

These assumptions were utilized in the calculation of the compensation expense noted above. This expense is the result of previously granted stock options and those awarded during the three and six months ended June 30, 2007.

 

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A summary of the Company’s stock option activity and related information for the three and six months ended June 30, 2007 and 2006 is set forth in the following table:

 

           Outstanding Options
     Shares
Available
For Grant
    Number
of Shares
    Weighted
Average
Exercise Price

Balance at March 31, 2007

   2,586,652     528,711     $ 17.07

Options granted

   (455,500 )   455,500       17.11

Options forfeited

   17,600     (17,600 )     21.72

Options exercised

   —       (57,680 )     14.67
              

Balance at June 30, 2007

   2,148,752     908,931       17.15
              

Balance at March 31, 2006

   936,389     601,089     $ 13.76

Net options granted authorized under new plan

   1,762,250     —         —  

Options granted

   —       —         —  

Options forfeited

   14,803     (14,803 )     8.76

Options exercised

   —       (45,037 )     7.22
              

Balance at June 30, 2006

   2,713,442     541,249       14.44
              
Balance at December 31, 2006    2,670,290     473,593     $ 15.33

Options granted

   (607,000 )   607,000       18.38

Options forfeited

   85,462     (85,462 )     20.87

Options exercised

   —       (86,200 )     12.98
              
Balance at June 30, 2007    2,148,752     908,931       17.15
              
      
Balance at December 31, 2005    936,389     638,804     $ 13.38

Net options granted authorized under new plan

   1,762,250     —         —  

Options granted

   —       —         —  

Options forfeited

   14,803     (14,803 )     8.76

Options exercised

   —       (82,752 )     7.21
              
Balance at June 30, 2006    2,713,442     541,249       14.44
              

The options as of June 30, 2007 have been segregated into three ranges for additional disclosure as follows:

 

     Options Outstanding    Options Exercisable
     Options
Outstanding
as of
6/30/2007
   Weighted-
Average
Remaining
Contractual
Life in
Years
   Weighted-
Average
Exercise
Price
   Options
Exercisable
as of
6/30/2007
   Weighted-
Average
Remaining
Contractual
Life in
Years
   Weighted-
Average
Exercise
Price

Range of Exercise Prices

                 

$ 2.23 -   $7.99

   77,331    4.43    $ 5.01    75,171    4.40    $ 4.99

$ 8.00     $20.00

   577,600    9.22    $ 16.26    60,400    6.58    $ 13.02

$ 20.01   $25.10

   254,000    9.22    $ 22.86    10,900    8.07    $ 23.56
                       
   908,931    8.81    $ 17.15    146,471    5.57    $ 9.68
                       

Aggregate intrinsic value of options outstanding and options exercisable at June 30, 2007 was $1.4 million and $1.1 million, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $16.92 as of June 29, 2007, and the exercise price multiplied by the number of options outstanding. Total intrinsic value of options exercised was approximately $113,000 and $752,000 for the three months ended June 30, 2007 and 2006, respectively, and $473,000 and $1.4 million for the six months ended June 30, 2007 and 2006, respectively.

 

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As of June 30, 2007, the Company had approximately $5.1 million of unrecognized compensation costs related to non-vested options. The Company expects to recognize these costs over a weighted average period of 3.85 years.

Restricted stock activity under the 2006 Plan as of June 30, 2007, and changes during the six months period ended June 30, 2007 are as follows:

 

     Number of
Shares
  

Weighted-Average

Grant-Date

Fair Value

per Share

Restricted Stock:

     

Granted

   9,700    $ 17.00

Vested

   —        —  

Cancelled and forfeited

   —        —  
           

Nonvested, at end of period

   9,700    $ 17.00
           

The Company recorded compensation cost of $3,000 related to the restricted stock granted under the 2006 Plan for the six months ended June 30, 2007.

6. OTHER BORROWED FUNDS

The Company borrows funds from the Federal Home Loan Bank and the Treasury, Tax, and Loan Investment Program. Other borrowed funds totaled $133.3 million and $229.5 million at June 30, 2007 and December 31, 2006, respectively. Interest expense on other borrowed funds was $5.9 million and $281,000 for the six months ended June 30, 2007 and 2006, respectively, reflecting average interest rates of 5.34% and 4.74%, respectively.

As of June 30, 2007, the Company had outstanding borrowings of $132.7 million from the Federal Home Loan Bank of San Francisco, or FHLB, with note terms from less than 1 year to 15 years. Notes of 10-year and 15-year terms are amortizing at predetermined schedules over the life of the notes. Borrowings of $50 million contain features that allow the FHLB to require repayment of the borrowings in 2 years (May of 2009). Under the FHLB borrowing agreement, the Company has pledged under a blanket lien all qualifying commercial and residential loans as collateral with a total carrying value of $495.5 million at June 30, 2007 as compared to $384.7 million at June 30, 2006. Total interest expense on the notes was $5.8 million and $248,000 for the six months ended June 30, 2007 and 2006, respectively, reflecting average interest rates of 5.29% and 4.54%, respectively.

Subject to the right of the FHLB to require earlier repayment of $50 million in borrowings, FHLB advances outstanding as of June 30, 2007 mature as follows:

 

     (Dollars in
thousands)

2007

   $ 80,156

2008

     325

2009

     343

2010

     362

2011 and thereafter

     51,477
      
   $ 132,663
      

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

 

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of open-ended notes, up to a total of $2.2 million. The Company has pledged U.S. government agencies and mortgage-backed securities or some combination thereof with a total carrying value of $2.8 million at June 30, 2007, as collateral to participate in the program. The total borrowed amount under the program, outstanding at June 30, 2007 and December 31, 2006 was $389,000 and $675,000, respectively. These borrowings reflect interest rates of 5.06% and 3.81% as of June 30, 2007 and December 31, 2006, respectively.

7. LONG-TERM SUBORDINATED DEBENTURES

Center Capital Trust I is a Delaware business trust formed by the Company for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by the Company. During the fourth quarter of 2003, Center Capital Trust I issued 18,000 Capital Trust Preferred Securities (“TP Securities”), with liquidation value of $1,000 per security, for gross proceeds of $18,000,000. The entire proceeds of the issuance were invested by Center Capital Trust I in $18,000,000 of Junior Long-term Subordinated Debentures (the “Subordinated Debentures”) issued by the Company, with identical maturity, repricing and payment terms as the TP Securities. The Subordinated Debentures represent the sole assets of Center Capital Trust I. The Subordinated Debentures mature on January 7, 2034, with interest based on 3-month LIBOR plus 2.85% (8.21% at June 30, 2007), with repricing and payments due quarterly in arrears on January 7, April 7, July 7, and October 7 of each year commencing April 7, 2004. The Subordinated Debentures are redeemable by the Company, subject to receipt by the Company of prior approval from the Federal Reserve Bank, on any January 7, April 7, July 7, and October 7 on or after April 7, 2009 at the Redemption Price. Redemption Price means 100% of the principal amount of Subordinated Debentures being redeemed plus accrued and unpaid interest on such Subordinated Debentures to the Redemption Date, or in case of redemption due to the occurrence of a Special Event, to the Special Redemption Date if such Redemption Date is on or after April 7, 2009. The TP Securities are subject to mandatory redemption to the extent of any early redemption of the Subordinated Debentures and upon maturity of the Subordinated Debentures on January 7, 2034.

Holders of the TP Securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security at a current rate per annum of 8.21%. Interest rate defined as per annum rate of interest, resets quarterly, equal to 3-month LIBOR immediately preceding each interest payment date (January 7, April 7, July 7, and October 7 of each year) plus 2.85%. The distributions on the TP Securities are treated as interest expense in the consolidated statements of operations. The Company has the option to defer payment of the distributions for a period of up to five years, as long as the Company is not in default on the payment of interest on the Subordinated Debentures. The TP Securities issued in the offering were sold in private transactions pursuant to an exemption from registration under the Securities Act of 1933, as amended. The Company has guaranteed, on a subordinated basis, distributions and other payments due on the TP Securities.

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% of Tier I capital elements, net of goodwill. As of June 30, 2007, trust preferred securities comprised 10.6% of the Company’s Tier I capital.

In accordance with FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, Center Capital Trust I is not reported on a consolidated basis. Therefore, the capital securities of $18,000,000 do not appear on the consolidated statement of financial condition. Instead, the long-term subordinated debentures of $18,557,000 payable by Center Financial to the Center Capital Trust I and the investment in the Center Capital Trust I’s common stock of $557,000 (included in other assets) are separately reported.

8. EARNINGS PER SHARE

The actual number of shares outstanding at June 30, 2007 was 16,718,447. Basic earnings per share are calculated on the basis of weighted average number of shares outstanding during the period. Diluted earnings per

 

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share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Diluted earnings per share do not include all potentially dilutive shares that may result from outstanding stock options and restricted stock awards that may eventually vest.

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

 

     Three Months Ended June 30,  
     2007    2006  
     (Dollars 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

   $ 6,483    16,680    $ 0.39    $ 7,679    16,494    $ 0.47  

Effect of dilutive securities:

                 

Stock options and restricted stock

     —      81      —        —      141      (0.01 )
                                       

Diluted earnings per share

   $ 6,483    16,761    $ 0.39    $ 7,679    16,635    $ 0.46  
                                       
     Six Months Ended June 30,  
     2007    2006  
     (Dollars 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

   $ 12,341    16,672    $ 0.74    $ 13,448    16,481    $ 0.82  

Effect of dilutive securities:

                 

Stock options and restricted stock

     —      117      —        —      160      (0.01 )
                                       

Diluted earnings per share

   $ 12,341    16,789    $ 0.74    $ 13,448    16,641    $ 0.81  
                                       

The number of common shares underlying stock options and shares of restricted stock which were outstanding but not included in the calculation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 412,000 and 353,000 shares for the three and six months ended June 30, 2007, respectively, and 54,500 shares for both the three and six months ended June 30, 2006.

On May 24, 2007, the Company announced a $10 million stock buyback program. At June 30, 2007, the Company purchased 10,054 shares for $171,000 at approximately $17.03 per share. These shares have been retired.

9. CASH DIVIDENDS

On June 13, 2007, the Board of Directors declared a quarterly cash dividend of $0.05 per share. This cash dividend was paid on July 11, 2007 to shareholders of record as of June 27, 2007.

 

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10. GOODWILL AND INTANGIBLES

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 was approximately $169,000 and $142,000 as of June 30, 2007 and December 31, 2006, respectively. Core deposit intangible, net of amortization, was approximately $293,000 and $320,000 at June 30, 2007 and December 31, 2006, respectively. Estimated amortization expense, for the five succeeding fiscal years and thereafter, is as follows:

(Dollars in thousands)

 

2007 (remaining six months)

   $ 27

2008

     53

2009

     53

2010

     53

2011

     53

Thereafter

     54
      
   $ 293
      

11. COMMITMENTS AND CONTINGENCIES

Off-Balance-Sheet Risk

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 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.

 

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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, 2007 and December 31, 2006 follows:

(Dollars in thousands)

 

     June 30, 2007    December 31, 2006

Loans

   $ 244,738    $ 265,989

Standby letters of credit

     9,437      12,222

Performance bonds

     239      217

Commercial letters of credit

     38,557      28,181
             
   $ 292,971    $ 306,609
             

Litigation

From time to time, the Company is a party to claims and legal proceedings arising in the ordinary course of business. With the exception of the potentially adverse outcome in the litigation herein described, after taking into consideration information furnished by counsel as to the current status of these claims and proceedings, management does not believe that the aggregate potential liability resulting from such proceedings would have a material adverse effect on the Company’s financial condition or results of operations.

KEIC Claims—In March 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 seeks 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 the Bank based on a claim that, in its capacity as a presenting bank for these bills of exchange, the Bank acted negligently in presenting and otherwise handling trade documents for collection.

Korean Bank Claims—In July 2006, the Bank was served with cross-claims from a number of Korean banks who are also third party defendants in the KEIC action. The Korean banks are Citibank Korea, Inc. (formerly known as KorAm Bank), Industrial Bank of Korea, Kookmin Bank, Korea Exchange Bank and Hana Bank (hereinafter the Korean Banks). The Korean Banks allege, in both suits, various claims for breach of contract, negligence, negligent misrepresentation and breach of fiduciary duty in the handling of similar but a different set of documents against acceptance transactions that occurred in the years 2000 and 2001. The total amount of the Korean Bank claims is approximately $46.1 million plus interest and punitive damages. These claims are in addition to KEIC’s claims against the Bank in the approximate amount of $56 million originally filed in March 2003.

Status of the Consolidated Action—The claims brought by KEIC and the Korean Banks, which total approximately $100 million, have been consolidated into a single action. In November 2005, the Orange County Superior Court had dismissed all claims of KEIC against the Bank in state court on the grounds that federal courts have exclusive jurisdiction over the claims. In December 2006, the court of appeals reversed the earlier decision by the state court and remanded the case back to state court. Currently, several parties have filed preemptory challenges for the reassignment of the judge. One of the parties filed a petition for a writ of mandate to review the judge assignment order dated June 26, 2007. A status conference is scheduled for September 17, 2007. No trial date has been scheduled.

If the outcome of this litigation is adverse and the Bank is required to pay significant monetary damages, the Company’s financial condition and results of operations are likely to be materially and adversely affected. Although the Bank believes that it has meritorious defenses and intends to vigorously defend these lawsuits, management cannot predict the outcome of this litigation.

 

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Memorandum of Understanding

On May 10, 2005, Center Bank entered into a memorandum of understanding (the “MOU”) with the FDIC and the California Department of Financial Institutions (the “DFI”). The MOU was an informal administrative agreement primarily concerning the Bank’s compliance with Bank Secrecy Act (“BSA”) regulations. In accordance with the MOU, the Bank agreed to (i) implement a written action plan, policies and procedures, and comprehensive independent compliance testing to ensure compliance with all BSA-related rules and regulations; (ii) correct any apparent BSA violations previously disclosed by the FDIC; (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.

Effective May 17, 2007, the MOU was terminated by the FDIC and the DFI as a result of the Company’s remediation of the above issues.

12. DERIVATIVE FINANCIAL INSTRUMENTS

As of June 30, 2007 and December 31, 2006, the Company had no interest rate swap agreements in place. The Company’s only remaining interest rate swap matured in August 2006, which had a total notional amount of $25 million. Under the swap agreement, the Company received a fixed rate and paid a variable rate based on Wall Street Journal published Prime Rate.

Losses on interest rate swaps, recorded in noninterest expense, consist of the following:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     (Dollars in thousands)     (Dollars in thousands)  
     2007    2006     2007    2006  

Net swap settlement payments

   $ —      $ 104     $ —      $ 193  

Decrease in market value

     —        (74 )     —        (110 )
                              

Net change in market value

   $ —      $ 30     $ —      $ 83  
                              

13. NON-RECURRING ITEMS

On June 21, 2006, the Bank entered into a settlement with one of its insurance carriers, BancInsure, pursuant to which BancInsure paid $3.75 million to settle its past and future obligations for legal fees under its insurance policies concerning the KEIC litigation. At that time, $1.0 million of the settlement was designated for future litigation costs as of June 30, 2006. The Bank has utilized the reserve for these litigation costs during 2006 and 2007. There is no remaining reserve as of June 30, 2007. The Bank utilized approximately $200,000 and $469,000 for the three and six months ended June 30, 2007, respectively.

 

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

Overview

The following is management’s discussion and analysis of the major factors that influenced our consolidated results of operations and financial condition as of and for the three and six months ended June 30, 2007 and 2006. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2006 and with the unaudited 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 of 1933 and Section 21E of the Securities Exchange Act of 1934. There can be no assurance that the results described or implied in such forward-looking statements will, in fact, be achieved and actual results, performance, and achievements could differ materially because 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 issuers of such securities suffer financial losses; and regulatory risks associated with the variety of current and future regulations to which the Company is subject. All of these risks could have a material adverse impact on the Company’s financial condition, results of operations or prospects, and these risks should be considered in evaluating the Company. For additional information concerning these factors, see “Interest Rate Risk Management” and “Liquidity and Capital Resources” contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K for the year ended December 31, 2006, as supplemented by the information contained in this report.

Critical Accounting Policies

Accounting estimates and assumptions discussed in this section are those that the Company considers to be the most critical to an understanding of the Company’s financial statements because they inherently involve significant judgments and uncertainties. The financial information contained in 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. These critical accounting policies are those that involve 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 share-based compensation. The following is a summary of these accounting policies. In each area, the Company has identified the variables most important in the estimation process. The Company has used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from the Company’s 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 the Company’s ability to hold the securities to maturity and largely on management’s intentions with respect to either holding or selling the securities. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Unrealized gains and losses on trading securities flow directly through earnings during the periods in which they

 

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arise, whereas with respect to available-for-sale securities, they are recorded as a separate component of shareholders’ equity (accumulated comprehensive other income or loss) and do not affect earnings until realized. The fair values of the Company’s investment securities are generally determined by reference to quoted market prices and reliable independent sources. The Company is obligated to assess, at each reporting date, whether there is an “other-than-temporary” impairment to the Company’s investment securities. Such impairment must be recognized in current earnings rather than in other comprehensive income. The Company has not identified any investment securities that were deemed to be “other-than-temporarily” impaired as of June 30, 2007 or December 31, 2006.

Loan Sales

Certain Small Business Administration (“SBA”) loans that the Company has the intent to sell prior to maturity are designated as held for sale at origination and 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 recorded based on the present value of the contractually specified servicing fee, net of servicing costs, over the estimated life of the loan, using a discount rate based on the related note rate plus 1 to 2%. Servicing assets are amortized in proportion to and over the period of estimated future 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 in the period of impairment.

Allowance for Loan Losses

The Company’s 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 the Company’s 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 the Company’s 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 its methodologies. As the Company adds new products, increases the complexity of the loan portfolio, and expands the geographic coverage, the Company will enhance the 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. The Company believes that its methodologies continue to be appropriate given its size and level of complexity. Detailed information concerning the Company’s loan loss methodology is contained in “Item 2, Management Discussion and Analysis of Financial Condition and Results of Operations—Allowance for Loan Losses.”

Share-based Compensation

The Company adopted SFAS No. 123R as of January 1, 2006 as discussed in Note 5 to the consolidated financial statements. SFAS No. 123R requires the Company to recognize compensation expense for all share-based payments made to employees based on the fair value of the share-based payment on the date of grant. The Company elected to use the modified prospective method for adoption, which requires compensation expense to be recorded for all unvested stock options beginning in the first quarter of adoption. For all unvested options outstanding as of January 1, 2006, the previously measured but unrecognized compensation expense, based on

 

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the fair value at the original grant date, is recognized on a straight-line basis in the consolidated statements of operations over the remaining vesting period. For share-based payments granted subsequent to January 1, 2006, compensation expense, based on the fair value on the date of grant, is recognized in the consolidated statements of operations on a straight-line basis over the vesting period. In determining the fair value of stock options, the Company uses the Black-Scholes option-pricing model that employs the following assumptions:

 

   

Expected volatility—based on the weekly historical volatility of our stock price, over the expected life of the option.

 

   

Expected term of the option—based on historical employee stock option exercise behavior, the vesting terms of the respective option and a contractual life of ten years.

 

   

Risk-free rate—based upon the rate on a zero coupon U.S. Treasury bill, for periods within the contractual life of the option, in effect at the time of grant.

 

   

Dividend yield—calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.

The Company’s stock price volatility and option lives involve management’s best estimates at that time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option.

SUMMARY OF FINANCIAL DATA

Executive Overview

Consolidated net income for the second quarter of 2007 decreased by $1.3 million to $6.5 million, or $0.39 per diluted share compared to $7.7 million or $0.46 per diluted share in the second quarter of 2006. Consolidated net income for the six months ended June 30, 2007 decreased by $1.2 million to $12.3 million, or $0.74 per diluted share compared to $13.4 million or $0.81 per diluted share for the six months ended June 30, 2006. The following were significant highlights related to the second quarter of 2007 results as compared to the corresponding period of 2006:

 

   

For the three months ended June 30, 2007, net interest income before provision for loan losses increased by 11.2% to $19.2 million as compared to $17.3 million for the corresponding period in 2006. For the six months ended June 30, 2007, net interest income before provision for loan losses increased by 11.4% to $37.8 million as compared to $33.9 million in the same period in 2006. These increases were primarily due to growth in earning assets. Growth in earning assets was mainly driven by loan production and utilization of the investment portfolio to fund this growth with loans being high-yielding assets.

 

   

The decreases in consolidated net income for both three and six months ended June 30, 2007 compared to the same periods in 2006 are primarily due to the decrease in gain on sale of loans resulting from the lower sales volume in 2007 and non-recurring insurance settlement of $2.5 million in 2006 and to the general increase in salary and benefits expenses.

 

   

Net interest margin for the three and six months ended June 30, 2007 declined slightly to 4.39%, compared to 4.58% and 4.49% during the same periods in 2006. The changes in net interest margin were mainly attributable to an increase in fixed rate lending with lower rates versus variable rate lending for the second quarter and general rate increases in funding liabilities.

 

   

Return on average assets and return on average equity decreased to 1.39% and 17.27%, respectively, for the three months ended June 30, 2007, compared to 1.87% and 25.16% during the same period in 2006. Return on average assets and return on average equity decreased to 1.33% and 16.86%, respectively, for the six months ended June 30, 2007, compared to 1.64% and 22.74% during the same period in 2006. Return on average assets declined and the return on average equity decreased due to lower net income as a result of the non-recurring insurance settlement recorded during the second quarter of 2006 and an increase in average equity from prior periods.

 

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The provision for loan loss was $1.1 million and $2.4 million for the three and six months ended June 30, 2007, respectively, compared to $1.5 million and $1.8 million for the same periods in 2006. The decrease for the three months ended June 30, 2007 was due to lower loan growth compared to the same period in 2006. The increase for the six months ended June 30, 2007 was a result of increased loan originations and the associated loan portfolio growth compared to the six months ended June 30, 2006, and the Company’s detailed quarterly migration analysis of the credit quality of the loan portfolio.

 

   

The Company’s efficiency ratio was 51.2% and 51.5% for the three and six months ended June 30, 2007, respectively, compared to 42.7% and 48.8% for the same periods in 2006. The increases relate to the non-recurring insurance settlement recorded in other income in the second quarter of 2006, and the increase in salary and benefit expenses in the first half of 2007 compared to 2006, partially offset by the reduction of costs from consulting services relative to the Bank Secrecy Act Compliance efforts from the first quarter in 2007 as compared to the same periods in 2006.

The Company’s financial condition and liquidity remained strong at June 30, 2007. The following are important factors in understanding the Company’s financial condition and liquidity:

 

   

Net loans grew $77.0 million or 5.0% to $1.61 billion at June 30, 2007 compared to $1.54 billion at December 31, 2006. The growth in net loans was comprised primarily of net increases in commercial construction loans of $15.4 million or 35.3%, real estate commercial loans of $37.6 million or 3.6%, commercial loans of $11.4 million, or 4.1% and SBA loans of $7.9 million or 15.5%.

 

   

Total deposits increased $156.0 million or 10.9% to $1.59 billion at June 30, 2007 compared to $1.43 billion at December 31, 2006. This increase was primarily the result of adding $66.9 million of brokered time deposits and $85 million money market accounts from promotions carried out during the second quarter.

 

   

Due to the increase in deposits for the six months ended June 30, 2007, the Company was able to reduce borrowed funds resulting in the decrease in the ratio of net loans to total deposits to 101.8% at June 30, 2007 as compared to 107.5% at December 31, 2006.

 

   

The ratio of nonaccrual loans to total loans increased to 0.37% at June 30, 2007 compared to 0.21% at December 31, 2006. Our ratio of allowance for loan losses to total nonperforming loans decreased to 306% at June 30, 2007, as compared to 534% at December 31, 2006 and our allowance for losses to total gross loans remained unchanged at 1.12% at June 30, 2007 and December 31, 2006. The Company experienced an increase in nonperforming loans at June 30, 2007 which caused the decline in the ratio of the allowance for loan losses to total nonperforming loans. The increase in nonperforming loans during this period relates primarily to SBA loans of which a portion of these loans is guaranteed by the SBA.

 

   

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

 

   

The Company declared its quarterly cash dividend of $0.05 per share in June 2007.

EARNINGS PERFORMANCE ANALYSIS

As previously noted and reflected in the consolidated statements of operations, the Company generated net income of $6.5 million during the three months ended June 30, 2007 compared to $7.7 million during the same period in 2006. 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 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.

 

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Net Interest Income and Net Interest Margin

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, 2007 and 2006:

 

     Three Months Ended June 30,  
     2007     2006  
     Average
Balance
   Interest
Income/
Expense
   Annualized
Average
Rate/Yield(1)
    Average
Balance
   Interest
Income/
Expense
   Annualized
Average
Rate/Yield(1)
 
Assets:                 

Interest-earning assets:

                

Loans (2)

   $ 1,591,648    $ 33,490    8.44 %   $ 1,244,273    $ 26,767    8.63 %

Federal funds sold

     4,401      62    5.65       49,293      595    4.84  

Investments (3) (4)

     156,539      1,877    4.81       218,259      2,355    4.60  
                                

Total interest-earning assets

     1,752,588      35,429    8.11       1,511,825      29,717    7.88  
                                

Noninterest—earning assets:

                

Cash and due from banks

     66,295           79,629      

Bank premises and equipment, net

     13,553           13,769      

Customers’ acceptances outstanding

     4,446           5,228      

Accrued interest receivables

     7,642           6,930      

Other assets

     31,631           32,613      
                        

Total noninterest-earning assets

     123,567           138,169      
                        

Total assets

   $ 1,876,155         $ 1,649,994      
                        
Liabilities and Shareholders’ Equity:                 

Interest-bearing liabilities:

                

Deposits:

                

Money market and NOW accounts

   $ 228,726    $ 2,285    4.01 %   $ 219,626    $ 1,636    2.99 %

Savings

     69,258      593    3.43       81,958      775    3.80  

Time certificates of deposit over $100,000

     718,716      9,417    5.26       680,426      8,419    4.96  

Other time certificates of deposit

     97,148      1,136    4.69       101,748      1,090    4.30  
                                
     1,113,848      13,431    4.84       1,083,758      11,920    4.45  

Other borrowed funds

     181,339      2,426    5.37       14,463      177    4.92  

Long-term subordinated debentures

     18,557      373    8.06       18,557      359    7.76  
                                

Total interest-bearing liabilities

     1,313,744      16,230    4.96       1,116,778      12,456    4.47  
                                

Noninterest-bearing liabilities:

                

Demand deposits

     389,084           387,106      
                        

Total funding liabilities

     1,702,828       3.82 %     1,503,884       3.32 %
                        

Other liabilities

     22,745           23,686      
                        

Total noninterest-bearing liabilities

     411,829           410,792      

Shareholders’ equity

     150,582           122,424      
                        

Total liabilities and shareholders’ equity

   $ 1,876,155         $ 1,649,994      
                        

Net interest income

      $ 19,199         $ 17,261   
                        

Cost of deposits

         3.58 %         3.25 %
                        

Net interest spread (5)

         3.15 %         3.41 %
                        

Net interest margin (6)

         4.39 %         4.58 %
                        

(1)

Average rates/yields for these periods have been annualized.

 

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(2)

Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees included in interest income were approximately $581,000 for the three months ended June 30, 2007 and $437,000 for the same period in 2006. 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 on such loans is excluded.

 

(3)

Investments include securities available for sale, securities held to maturity, Federal Home Loan Bank and Pacific Coast Bankers Bank stock and money market funds and interest-bearing deposits in other banks.

 

(4)

Investment yields, where applicable, have been computed on a tax equivalent basis for any tax-advantaged income.

 

(5)

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

 

(6)

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

 

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The following table presents the net interest spread, net interest margin, average balances, interest income and expense, and average yields and rates by asset and liability component for the six months ended June 30, 2007 and 2006:

 

     Six Months Ended June 30, 2007  
     2007     2006  
     Average
Balance
   Interest
Income/
Expense
   Annualized
Average
Rate/Yield(7)
    Average
Balance
   Interest
Income/
Expense
   Annualized
Average
Rate/Yield(7)
 
Assets:                 

Interest-earning assets:

                

Loans (8)

   $ 1,570,071    $ 65,471    8.41 %   $ 1,236,045    $ 52,055    8.49 %

Federal funds sold

     4,027      114    5.71       61,482      1,418    4.65  

Investments (9) (10)

     162,888      3,826    4.74       225,237      4,764    4.48  
                                

Total interest-earning assets

     1,736,986      69,411    8.06       1,522,764      58,237    7.71  
                                

Noninterest—earning assets:

                

Cash and due from banks

     70,187           77,062      

Bank premises and equipment, net

     13,486           13,871      

Customers’ acceptances outstanding

     4,046           4,636      

Accrued interest receivables

     7,762           6,722      

Other assets

     31,995           31,209      
                        

Total noninterest-earning assets

     127,476           133,500      
                        

Total assets

   $ 1,864,462         $ 1,656,264      
                        
Liabilities and Shareholders’ Equity:                 

Interest-bearing liabilities:

                

Deposits:

                

Money market and NOW accounts

   $ 204,663    $ 3,700    3.65 %   $ 211,339    $ 2,996    2.86 %

Savings

     71,063      1,236    3.51       81,317      1,519    3.77  

Time certificates of deposit over $100,000

     693,410      17,928    5.21       707,290      16,811    4.80  

Other time certificates of deposit

     93,953      2,144    4.60       101,122      2,018    4.02  
                                
     1,063,089      25,008    4.74       1,101,068      23,344    4.28  

Other borrowed funds

     221,391      5,862    5.34       11,964      281    4.74  

Long-term subordinated debentures

     18,557      743    8.07       18,557      693    7.53  
                                

Total interest-bearing liabilities

     1,303,037      31,613    4.89       1,131,589      24,318    4.33  
                                

Noninterest-bearing liabilities:

                

Demand deposits

     391,881           383,290      
                        

Total funding liabilities

     1,694,918       3.76 %     1,514,879       3.24 %
                        

Other liabilities

     21,894           22,135      
                        

Total noninterest-bearing liabilities

     413,775           405,425      

Shareholders’ equity

     147,650           119,250      
                        

Total liabilities and shareholders’ equity

   $ 1,864,462         $ 1,656,264      
                        

Net interest income

      $ 37,798         $ 33,919   
                        

Cost of deposits

         3.47 %         3.17 %
                        

Net interest spread (11)

         3.17 %         3.38 %
                        

Net interest margin (12)

         4.39 %         4.49 %
                        

(7)

Average rates/yields for these periods have been annualized.

 

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(8)

Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees included in interest income were approximately $854,000 for the six months ended June 30, 2007 and $623,000 for the same period in 2006. 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 on such loans is excluded.

 

(9)

Investments include securities available for sale, securities held to maturity, Federal Home Loan Bank and Pacific Coast Bankers Bank stock and money market funds and interest-bearing deposits in other banks.

 

(10)

Investment yields, where applicable, have been computed on a tax equivalent basis for any tax-advantaged income.

 

(11)

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

 

(12)

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

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

 

    

Three Months Ended June 30,

2007 vs. 2006

Increase (Decrease) Due to Change In

   

Six Months Ended June 30,

2007 vs. 2006

Increase (Decrease) Due to Change In

 
       Volume         Rate(13)         Total         Volume         Rate(13)         Total    

Earning assets:

            

Interest income:

            

Loans (14)

   $ 7,297     $ (565 )   $ 6,732     $ 13,926     $ (500 )   $ 13,426  

Federal funds sold

     (619 )     85       (534 )     (1,567 )     263       (1,304 )

Investments (15)

     (780 )     294       (486 )     (1,551 )     603       (948 )
                                                

Total earning assets

     5,898       (186 )     5,712       10,808       366       11,174  
                                                

Interest expense:

            

Deposits and borrowed funds:

            

Money market and super NOW accounts

     70       577       647       (91 )     827       736  

Savings deposits

     (113 )     (69 )     (182 )     (184 )     (99 )     (283 )

Time Certificates of deposits

     420       625       1,045       (474 )     1,685       1,211  

Other borrowings

     2,231       20       2,251       5,540       41       5,581  

Long-term subordinated debentures

     —         13       13       —         50       50  
                                                

Total interest-bearing liabilities

     2,608       1,166       3,774       4,791       2,504       7,295  
                                                

Net interest income before provision for loan losses

   $ 3,290     $ (1,352 )   $ 1,938     $ 6,017     $ (2,138 )   $ 3,879  
                                                

(13)

Average rates/yields for these periods have been annualized.

 

(14)

Loans are net of the allowance for loan losses, deferred fees, and discount on SBA loans retained. Loan fees included in interest income were approximately $581,000 and $437,000 for the three months ended June 30, 2007 and 2006, respectively, and $854,000 and $623,000 for the six months ended June 30, 2007 and 2006, 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 on such loans is excluded.

 

(15)

Investment yields have been computed on a tax equivalent basis for any tax-advantaged income.

 

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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 three and six months ended June 30, 2007 was $35.4 million and $69.4 million, respectively, compared to $29.7 million and $58.2 million, respectively, for the same periods in 2006. The increase was primarily due to growth in earning assets and market rate increases. Growth in earning assets was mainly driven by loan production from our branches and loan production offices. Average net loans increased by $347.4 million and $334.0 million, or 27.9% and 27.0%, for the three and six months ended June 30, 2007, respectively, compared to the same periods in 2006.

Total interest expense for the three and six months ended June 30, 2007 increased by $3.8 million or 30.3% and $7.3 million or 30.0%, respectively, compared to the same periods in 2006. These increases were primarily due to increased borrowings from the FHLB, interest-bearing deposit growth and general market rate increases due in part to increases in Federal funds target rate set by the Federal Reserve Board. Average interest bearing liabilities increased by $197.0 million and $171.4 million, or 17.6% and 15.2%, for the three and six months ended June 30, 2007, respectively, compared to the same periods in 2006.

Net interest income before provision for loan losses increased by $1.9 million for the three months ended June 30, 2007 compared to the same period in 2006. The increase was comprised of a $3.3 million increase due to volume changes offset by a $1.4 million decrease due to rate changes. The average yield on loans for the second quarter of 2007 decreased to 8.44% compared to 8.63% for the same period in 2006, a decrease of 19 basis points due to a greater mix of lower yielding fixed rate loans in the loan portfolio. The average investment portfolio for the second quarter of 2007 and 2006 was $156.5 million and $218.3 million, respectively. The average yields on the investment portfolio for the second quarter of 2007 and 2006 were 4.81% and 4.60%, respectively.

Net interest income before provision for loan losses increased by $3.9 million for the six months ended June 30, 2007 compared to the same period in 2006. The increase was comprised of a $6.0 million increase due to volume changes offset by a $2.1 million decrease due to rate changes. The average yield on loans for the six months ended June 30, 2007 decreased to 8.41% compared to 8.49% for the same period in 2006, a decrease of 8 basis points due to a greater mix of lower yielding fixed rate loans in the loan portfolio. The average investment portfolio for the six months ended June 30, 2007 and 2006 was $162.9 million and $225.2 million, respectively. The average yields on the investment portfolio for the six months ended June 30, 2007 and 2006 were 4.74% and 4.48%, respectively.

Net interest margin for the second quarter of 2007 decreased to 4.39% compared to 4.58% for the same period in 2006. For the six months ended June 30, 2007 interest margin decreased to 4.39% compared to 4.49% for the same period in 2006. The changes in net interest margin were mainly attributable to an increase in fixed rate lending versus variable rate lending for the quarter and general rate increases in funding liabilities. At June 30, 2007, 55% of our loan portfolios consist of fixed rate loans which generally have lower rates. Cost of interest-bearing liabilities increased to 4.96% and 4.89% for the three and six months ended June 30, 2007, respectively, as compared to 4.47% and 4.33% for the same periods in 2006.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. The Company sets aside an allowance for loan losses through charges to earnings, which are reflected monthly in the consolidated statement of operations 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.

 

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The provisions for loan losses were $1.1 million and $2.4 million, respectively, for the three and six months ended June 30, 2007 compared to $1.5 million and $1.8 million, respectively, for the same periods in 2006. The decrease for the three months ended June 30, 2007 was primarily due to lower loan charge-offs in the current three month period ended June 30, 2007 compared to the same period in 2006. The increase for the six months was a result of increased loan originations and the associated loan portfolio growth, and the Company’s detailed quarterly analysis of the credit quality of the loan portfolio. Management believes that the $2.4 million loan loss provision was adequate for the first six months of 2007.

While management believes that the allowance for loan losses of 1.12% of total loans at June 30, 2007 was adequate, future additions to the allowance will be subject to continuing evaluation of the estimation and 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

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

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2007     2006     2007     2006  
     Amount    Percent
of Total
    Amount    Percent
of Total
    Amount    Percent
of Total
    Amount    Percent
of Total
 
     (Dollars in thousands)     (Dollars in thousands)  

Customer service fees

   $ 1,772    39.42 %   $ 2,084    27.04 %   $ 3,539    43.44 %   $ 4,214    33.15 %

Fee income from trade finance transactions

     682    15.17       797    10.34       1,431    17.57       1,750    13.77  

Wire transfer fees

     226    5.03       237    3.08       437    5.36       453    3.56  

Net gain on sale of loans

     618    13.75       1,123    14.57       618    7.59       1,797    14.13  

Loan service fees

     612    13.62       414    5.37       990    12.16       968    7.61  

Insurance settlement—legal fees

     —      —         2,520    32.70       —      —         2,520    19.82  

Other income

     585    13.01       532    6.90       1,131    13.88       1,012    7.96  
                                                    

Total noninterest income

   $ 4,495    100.00 %   $ 7,707    100.00 %   $ 8,146    100.00 %   $ 12,714    100.00 %
                                                    

As a percentage of average earning assets

      1.03 %      2.04 %      0.95 %      1.68 %

For the three and six months ended June 30, 2007, noninterest income was $4.5 million and $8.1 million, respectively, compared to $7.7 million and $12.7 million, respectively, for the same periods in 2006. For the three and six months ended June 30, 2007, noninterest income, as a percentage of average earning assets, decreased to 1.03% and 0.95%, respectively, from 2.04% and 1.68%, respectively, for the same periods in 2006. The decreases are related to the reduction of customer service fees and trade finance transactions fees and less gain on sale of loans for the three months ended June 30, 2007 as compared to the same period in 2006, as discussed below. In addition, non-recurring insurance settlement income occurred during the second quarter of 2006 contributing to the decreases in 2007 as compared to the same period in 2006. The primary sources of recurring noninterest income continue to be customer service fees, fee income from trade finance transactions and loan service fees. Management is currently evaluating strategies to increase fees related to trade finance and loan services, and to tighten controls on fee waivers on customer service fees.

Customer service fees for the three and six months ended June 30, 2007 decreased by $312,000 or 15.0% and $675,000 or 16.0%, respectively, as compared to the same periods in 2006. This decrease was due primarily to management’s decision to close certain customer accounts whose activities, while generating service charges,

 

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were inconsistent with the Company’s risk management process and requirements. The decision was consistent with the Company’s policy of maintaining full compliance with all risk management policies and regulatory requirements.

Fee income from trade finance transactions for the three and six months ended June 30, 2007 decreased by $115,000, or 14.4% and $319,000 or 18.2%, respectively, as compared to the same periods in 2006. These decreases were due to less international trade activity by the Company’s customers. As mentioned previously, management is evaluating strategies to increase fees in the trade finance operations.

The Company recorded $618,000 and $1.1 million net gain on sale of loans for the three months ended June 30, 2007 and 2006, respectively. For the six months ended June 30, 2007, the Company recorded a $618,000 and $1.8 million gain on sale of loans, respectively. For the three months ended June 30, 2007 and 2006 the Company sold approximately $7.7 million and $13.9 million, respectively, of its unguaranteed portion of SBA loans. A substantial portion of the gain generated from the sale of unguaranteed loans occurs from the recognition of the deferred gain that resulted from the sale of the guaranteed portion. For the six months ended June 30, 2007 and 2006, the Company sold $7.7 million of its SBA loans comprised of only the unguaranteed portion and $24.8 million comprised of guaranteed and unguaranteed portions of SBA loans, respectively.

Insurance settlement—legal fees represents a settlement that occurred in the second quarter of 2006 with our insurance carrier, BancInsure, regarding coverage of our ongoing litigation with KEIC.

Noninterest Expense

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

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    Amount   Percent
of Total
    Amount   Percent
of Total
    Amount   Percent
of Total
    Amount   Percent
of Total
 
    (Dollars in thousands)     (Dollars in thousands)  

Salaries and employee benefits

  $ 6,218   51.27 %   $ 5,315   49.83 %   $ 12,476   52.71 %   $ 10,878   47.80 %

Occupancy

    983   8.10       896   8.40       1,9436   8.21       1,779   7.81  

Furniture, fixtures, and equipment

    497   4.10       509   4.77       964   4.07       969   4.26  

Data processing

    533   4.39       541   5.07       1,037   4.38       1,083   4.80  

Professional service fees

    1,082   8.92       354   3.32       2,090   8.83       2,414   10.61  

Business promotion and advertising

    830   6.84       1,123   10.53       1,471   6.22       1,968   8.64  

Stationery and supplies

    138   1.14       167   1.57       271   1.15       326   1.43  

Telecommunications

    146   1.20       165   1.54       282   1.19       338   1.48  

Postage and courier service

    191   1.57       195   1.83       381   1.61       336   1.47  

Security service

    271   2.24       239   2.25       511   2.16       502   2.20  

Loss on interest rate swaps

    —     0.00       30   0.28       —     0.00       83   0.36  

Other operating expenses

    1,240   10.23       1,133   10.63       2,241   9.47       2,081   9.14  
                                               

Total noninterest expenses

  $ 12,129   100.00 %   $ 10,667   100.00 %   $ 23,667   100.00 %   $ 22,757   100.00 %
                                               

As a percentage of average earning assets

    2.9 %     2.8 %     2.7 %     3.0 %

Efficiency ratio

    51.2 %     42.7 %     51.5 %     48.8 %

The Company’s noninterest expenses increased 14.0% to $12.1 million for the three months ended June 30, 2007, compared to $10.7 million during the same period in 2006 and increased 4.0% to $23.7 million for the six months ended June 30, 2007 from $22.8 million for the same period in 2006. The increase in noninterest

 

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expenses for the second quarter was primarily attributable to increases in salaries and employee benefits and professional services, offset by the decrease in business promotions and advertising expenses. The increase in noninterest expenses for the six months period was mainly attributable to increases in salaries and employee benefits and occupancy expenses, offset by the decreases in professional services and business promotion and advertising expenses. Noninterest expense as a percentage of average earning assets was 2.9% and 2.7% for the three and six months ended June 30, 2007 compared to 2.8% and 3.0% for the same periods in 2006.

The Company’s efficiency ratio increased to 51.2% and 51.5% for the three and six months ended June 30, 2007, compared to 42.7% and 48.8% for the same periods in 2006. This change primarily relates to the non-recurring insurance settlement recorded in other income in the second quarter of 2006 offset by the reduction of costs from consulting services relative to the Bank Secrecy Act Compliance efforts from the first quarter in 2007 as compared to the same periods in 2006.

Salaries and benefits expenses were $6.2 million and $12.5 million for the three and six months ended June 30, 2007, respectively, compared to $5.3 million and $10.9 million for the same periods in 2006. For the three months ended June 30, 2007, the increase was due primarily to the increased hiring activity of senior level personnel and normal salary increases. For the six months ended June 30, 2007 these increases were due in part to expenses associated with the compensation for the new CEO who was hired in January 2007 and the fact that the former CEO remained an employee at full salary until March 30, 2007, as well as the normal salary increases along with a severance agreement payment of approximately $42,000 for the Chief Operating Officer’s departure and filling vacant positions at the Bank when the new CEO and President commenced employment.

Occupancy expenses increased by 9.7% and 9.2% to $983,000 and $1.9 million for the three and six months ended June 30, 2007, respectively, compared to $896,000 and $1.8 million in the same periods in 2006. These increases were due mainly to increased property insurance costs and depreciation expenses resulting from tenant improvements over the past year.

Furniture, fixtures and equipment expenses remained at similar level with slight decreases for both the three and six months ended June 30, 2007 compared to the same periods in 2006. There were no significant activities associated with these expenses during the periods in both years.

Professional service fees were $1.1 million and $2.1 million for the three and six months ended June 30, 2007, respectively, compared to $354,000 and $2.4 million for the same periods in 2006. For the three months ended June 30, 2007, the increase was primarily due to the recouping of legal expenses associated with the settlement with our insurance carrier during the same period in 2006. The decrease for the six months period ended June 30, 2007 was due primarily to non-recurring professional service fees attributable to expenses related to resolving issues identified with the Company’s BSA compliance program incurred during the first quarter of 2006.

Business promotion and advertising expenses decreased by 26.1% and 13.4% to $830,000 and $1.5 million for the three and six months ended June 30, 2007 as compared to $1.1 million and $2.0 million for the same periods in 2006. These decreases were mainly due to the decreases in business referral fees and non-recurring expenses associated with the 20th anniversary celebration in 2006.

The remaining noninterest expenses include such items as data processing, stationery and supplies, telecommunications, postage, courier service, security service expenses, loss on interest rate swaps and other miscellaneous operating expenses.

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 current taxable income. The deferred portion is

 

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intended to reflect income that differs from financial statement pre-tax income because some items of income and expense are recognized in different years for income tax purposes than in the financial statements.

For the three months ended June 30, 2007 and 2006, the provision for income taxes was $4.0 million and $5.1 million representing effective tax rates of 38.1% and 39.9%, respectively. For the six months ended June 30, 2007 and 2006, the provision for income taxes was $7.6 million and $8.7 million representing effective tax rates of 38.0% and 39.2%, respectively. The primary reasons for the difference from the federal statutory tax rate of 35% are the inclusion of state taxes and reductions related to tax favored investments in low-income housing, municipal obligations, dividend exclusions, treatment of SFAS 123R amortization, increase in cash surrender value of bank owned life insurance and California enterprise zone deductions. The Company reduced taxes utilizing the tax credits from investments in the low-income housing projects in the amount of $314,000 for the six months ended June 30, 2007 compared to $294,000 for the same period in 2006.

Deferred income tax assets or liabilities reflect the estimated future tax effects attributable to differences as to when certain items of income or expense are reported in the financial statements versus when they are reported in the tax return. The Company’s deferred tax assets were $11.1 million as of June 30, 2007 and $11.7 million as of December 31, 2006. As of June 30, 2007, the Company’s deferred tax assets were primarily due to the allowance for loan losses and impairment losses on U.S. Government sponsored enterprise preferred stock.

In accordance with FIN 48, as amended by FIN 48-1, it is management’s policy to separately disclose any penalties or interest arising from the application of federal or state income taxes. There were no penalties or interest assessed for the six months ended June 30, 2007.

Generally, the Company is subject to federal income tax audit examination for years beginning in 2003 and thereafter and years beginning in 2004 for state income tax purposes. Presently, there are no federal or state income tax examinations in process. In addition, the Company does not have any unrecognized tax benefits subject to significant increase or decrease as a result of uncertainty.

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.

The Company invests its excess available funds from daily operations primarily in overnight Fed Funds and Money Market Funds. Money Market Funds are composed of mostly government funds and high quality short-term commercial paper. The Company can redeem the funds at any time. As of June 30, 2007, the amount invested in Fed Funds was $6.7 million. No amounts were invested in Fed Funds at December 31, 2006. The average yield earned on these funds was 5.71% for the six months ended June 30, 2007 compared to 4.65% for the same period last year.

 

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Investment Portfolio

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

 

     As of June 30, 2007    As of December 31, 2006
     Amortized
Cost
   Fair Value    Amortized
Cost
   Fair Value
     (Dollars in thousands)

Available for Sale:

           

U.S. Treasury

   $ 499    $ 499    $ 489    $ 488

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

     48,313      47,979      65,995      65,545

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

     51,071      50,032      58,008      57,178

U.S. Government sponsored enterprise preferred stock

     4,865      5,957      4,865      5,744

Corporate trust preferred securities

     11,000      11,132      11,000      11,132

Mutual Funds backed by adjustable rate mortgages

     4,500      4,376      4,500      4,444

Fixed rate collateralized mortgage obligations

     7,934      7,903      2,230      2,203

Corporate debt securities

     2,198      2,179      2,197      2,179
                           

Total available for sale

   $ 130,380    $ 130,057    $ 149,284    $ 148,913
                           

Held to Maturity:

           

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

   $ 5,886    $ 5,709    $ 4,961    $ 4,909

Municipal securities

     5,371      5,312      5,630      5,662
                           

Total held to maturity

   $ 11,257    $ 11,021    $ 10,591    $ 10,571
                           

Total investment securities

   $ 141,637    $ 141,078    $ 159,875    $ 159,484
                           

As of June 30, 2007, investment securities totaled $141.3 million or 7.4% of total assets, compared to $159.5 million or 8.7% of total assets as of December 31, 2006. The decrease in the investment portfolio was due to investment proceeds utilized to fund new loans.

As of June 30, 2007, available-for-sale securities totaled $130.1 million, compared to $148.9 million as of December 31, 2006. Available-for-sale securities as a percentage of total assets decreased to 6.8% as of June 30, 2007 compared to 8.1% at December 31, 2006. Held-to-maturity securities increased to $11.3 million as of June 30, 2007, compared to $10.6 million as of December 31, 2006. The composition of available-for-sale and held-to-maturity securities was 92.0% and 8.0% as of June 30, 2007, compared to 93.4% and 6.6% as of December 31, 2006, respectively. For the three and six months ended June 30, 2007, the yield on the average investment portfolio was 4.81% and 4.74%, respectively, as compared to 4.60% and 4.48%, respectively, for the same periods in 2006. The Company used the proceeds from the decrease in the investment portfolio to fund loan growth and a return to utilization of retail deposits to fund growth in the future.

 

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The following table summarizes, as of June 30, 2007, 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     Amount    Yield     Amount    Yield     Amount    Yield     Amount    Yield  
    (Dollars in thousands)  

Available for Sale (Fair Value):

                       

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

  $ 35,648   4.46 %   $ 12,830    4.60 %   $ —      —   %   $ —      —   %   $ 48,478    4.50 %

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

    79   5.34       1,185    4.93       6,734    4.88       42,034    4.39       50,032    4.47  

U.S Government sponsored enterprise preferred stock

    5,957   4.36       —      —         —      —         —      —         5,957    4.36  

Corporate trust preferred securities

    —     —         —      —         —      —         11,132    7.21       11,132    7.21  

Mutual Funds backed by adjustable rate mortgages

    4,376   4.56       —      —         —      —         —      —         4,376    4.56  

Fixed rate collateralized mortgage obligations

    —     —         —      —         1,934    4.70       5,969    5.98       7,903    5.67  

Corporate debt securities

    2,179   4.76       —      —         —      —         —      —         2,179    4.76  
                                           

Total available for sale

  $ 48,239   4.47     $ 14,015    4.63     $ 8,668    4.84     $ 59,135    5.08     $ 130,057    4.79  
                                           

Held to Maturity (Amortized Cost):

                       

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

  $ —     —   %   $ —      —   %   $ —      —   %   $ 5,886    4.86 %   $ 5,886    4.86 %

Municipal securities

    665   4.19       1,649    4.12       2,830    3.66       227    3.70       5,371    3.87  
                                           

Total held to maturity

  $ 665   4.19     $ 1,649    4.12     $ 2,830    3.66     $ 6,113    4.82     $ 11,257    4.39  
                                           

Total investment securities

  $ 48,904   4.47 %   $ 15,664    4.57 %   $ 11,498    4.55 %   $ 65,248    5.06 %   $ 141,314    4.76 %
                                           

 

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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, 2007.

 

     As of June 30, 2007  
     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. Governmental and U.S Government sponsored enterprise agencies securities

   $ 21,767    $ (47 )   $ 26,711    $ (286 )   $ 48,478    $ (333 )

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

     10,000      (222 )     46,558      (1,039 )     56,558      (1,261 )

Municipal securities and corporate debt securities

     1,871      (35 )     2,773      (56 )     4,644      (91 )
                                             

Total

   $ 33,638    $ (304 )   $ 76,042    $ (1,381 )   $ 109,680    $ (1,685 )
                                             

As of June 30, 2007, the Company had a total fair value of $109.7 million of securities, with unrealized losses of $1.7 million. We believe these unrealized losses are due to a temporary condition, primarily increases in interest rates, and do not reflect a deterioration of credit quality of the issuer. The market value of securities that have been in a continuous loss position for 12 months or more totaled $76.0 million, with unrealized losses of $1.4 million.

All individual securities that have been in a continuous unrealized loss position at June 30, 2007 had investment grade ratings upon purchase. The issuers of these securities have not, to our knowledge, established any cause for default on these securities and the various rating agencies have reaffirmed these securities’ long-term investment grade status at June 30, 2007. These securities have decreased in value since their purchase dates as market interest rates have increased. However, the Company has the ability, and management intends, to hold these securities until their fair values recover to cost.

Loan Portfolio

The following table sets forth the composition of the Company’s loan portfolio, including loans held for sale, as of the dates indicated:

 

     June 30, 2007     December 31, 2006  
     Amount    Percent
of
Total
    Amount    Percent
of
Total
 
     (Dollars in thousands)  

Real Estate:

          

Construction

   $ 58,865    3.60 %   $ 43,508    2.79 %

Commercial (16)

     1,080,128    66.04       1,042,562    66.92  

Commercial

     288,736    17.66       277,296    17.79  

Trade Finance (17)

     67,000    4.10       66,925    4.29  

SBA (18)

     58,464    3.58       50,606    3.24  

Consumer and other (19)

     82,084    5.02       77,682    4.97  
                          

Total Gross Loans

     1,635,277    100.00 %     1,558,579    100.00 %
                  

Less:

          

Allowance for Losses

     18,289        17,412   

Deferred Loan Fees

     1,954        2,347   

Discount on SBA Loans Retained

     874        1,644   
                  

Total Net Loans and Loans Held for Sale

   $ 1,614,160      $ 1,537,176   
                  

(16)

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

 

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(17)

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

 

(18)

Balance includes SBA loans held for sale of $30.4 million and $18.5 million, at the lower of cost or market, at June 30, 2007 and December 31, 2006, respectively.

 

(19)

Consists of transactions in process and overdrafts.

The Company’s gross loans grew $76.7 million, or 4.9%, during the six months ended June 30, 2007. Net loans increased $77.0 million, or 5.0%, to $1.61 billion at June 30, 2007, as compared to $1.54 billion at December 31, 2006. The increase in loans was funded primarily through liquidity created from deposit growth and FHLB borrowings. While management believes that it can continue to leverage the Company’s current infrastructure to achieve growth in the loan portfolio, no assurance can be given that such growth will occur. Net loans as of June 30, 2007 represented 84.3% of total assets, compared to 83.4% as of December 31, 2006.

The growth in net loans is comprised primarily of net increases in commercial construction loans of $15.4 million or 35.3%, real estate commercial loans of $37.6 million, or 3.6%, commercial loans of $11.4 million, or 4.1%, SBA loans of $7.9 million or 15.5% and consumer loans of $4.7 million, or 6.1%.

As of June 30, 2007, commercial real estate remained the largest component of the Company’s total loan portfolio with loans totaling $1.1 billion, representing 66.1% of total loans, compared to $1.0 billion or 66.9% of total loans at December 31, 2006. The increase in commercial real estate loans resulted from a continued demand for the Company’s commercial loan products.

Commercial business loans increased to $288.7 million as of June 30, 2007, compared to $277.3 million at December 31, 2006. The increase resulted from management’s efforts to continue focusing on the Company’s commercial business loan products to meet the needs of our customer base.

The Company sold $7.7 million of unguaranteed portion of SBA loans during the six months ended June 30, 2007 compared to $24.8 million of guaranteed and unguaranteed portion of SBA loans sold with the retained obligation to service the loans for a servicing fee and to maintain customer relations during the same period in 2006. As of June 30, 2007, the Company was servicing $140.7 million of sold SBA loans, compared to $160.7 million of sold SBA loans as of December 31, 2006. The Company’s SBA portfolio increased to $58.5 million at June 30, 2007, an increase of $7.9 million, or 15.5%, compared to December 31, 2006.

The Company has determined it has no reportable foreign credit risk.

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 at 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.

 

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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,
2007
    December 31,
2006
    June 30,
2006
 
     (Dollars in thousands)  

Nonaccrual loans:

      

Commercial Real Estate

   $ —       $ —       $ 355  

Commercial

     1,401       1,502       2,249  

Consumer

     365       429       191  

Trade Finance

     120       —         —    

SBA

     4,087       1,330       687  
                        

Total nonperforming loans and assets

     5,973       3,261       3,482  

Guaranteed portion of nonperforming SBA loans

     2,657       973       255  
                        

Total nonperforming assets, net of SBA guarantee

   $ 3,316     $ 2,288     $ 3,227  
                        

Nonperforming loans as a percent of total gross loans

     0.37 %     0.21 %     0.26 %

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

     0.37 %     0.21 %     0.26 %

Allowance for loan losses to nonperforming loans

     306 %     534 %     430 %

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 interest income 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 the Company, regulators or external 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 increased to $6.0 million as of June 30, 2007 from $3.3 million as of December 31, 2006 and $3.5 million as of June 30, 2006, respectively. The increases were the result of additions to nonaccrual status in the Company’s SBA loan portfolios and trade finance loan portfolios offset by the deletions in the commercial and consumer loan portfolios. Approximately $2.8 million or 69.0% of nonperforming SBA loans were located in Denver, Colorado, $527,000 or 12.9% in Chicago, Illinois and $325,000 or 8.0% in California. The Company believes that the two nonperforming loan relationships located in Denver are isolated situations and not indicative of general market conditions.

The Company evaluates loan impairment 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. The Company utilizes a $300,000 threshold for the evaluation of loan impairment. Impaired loans are measured for impairment 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:

 

     As of and for the
six months ended
June 30, 2007
    As of and for the
twelve months ended
December 31, 2006
 
     (Dollars in thousands)  

Nonperforming impaired loans with specific reserves

   $ 1,852     $ 329  

Performing impaired loans without specific reserves

     750       —    
                

Total impaired loans

     2,602       329  

Allowance on impaired loans

     (278 )     (329 )
                

Net recorded investment in impaired loans

   $ 2,324     $ —    
                

Average total recorded investment in impaired loans

   $ 12,774     $ 1,404  
                

Interest income recognized on impaired loans on a cash basis

   $ 1,618     $ 3  
                

At June 30, 2007, the Company assessed its loan portfolio and through its migration analysis the Company has determined that three loans are deemed impaired in accordance with SFAS No. 114. The nonperforming impaired loans are two SBA loans with a 75% guarantee located in Denver, Colorado. The performing impaired loan is current and has never been delinquent. During the second quarter, two loan relationships which were deemed impaired totaling $20.5 million at March 31, 2007 were removed from that status as a result of a payoff and a note sale relating to these two loan relationships.

Allowance for Loan Losses

The Company’s 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 the Company’s 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 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 the Company’s 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 its methodologies. As the Company adds new products, increases the complexity of the loan portfolio, and expands the geographic coverage, the Company will enhance the 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. The Company believes that its methodologies continue to be appropriate given its size and level of complexity.

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, and an allocated allowance for large groups of smaller balance homogenous loans.

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 adjusted for related selling costs of the collateral when it is determined that foreclosure is probable.

 

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Formula Allowance for Identified Graded Loans. Non-homogenous loans such as commercial real estate, construction, commercial business, trade finance (including country risk exposure) and SBA loans that are not impaired are subject to a formula allowance. The formula allowance is calculated by applying loss factors to outstanding pass, special mention, and substandard 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 a specific loan. In determining the formula allowance, management relies on a mathematical calculation that incorporates a twelve-quarter rolling average of historical losses.

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

 

   

Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices;

 

   

Changes in national and local economic and business conditions and developments, including the condition of various market segments;

 

   

Changes in the nature and volume of the loan portfolio;

 

   

Changes in the experience, ability, and depth of lending management and staff;

 

   

Changes in the trend of the volume and severity of past due and classified loans, and trends in the volume of nonaccrual loans and troubled debt restructurings, and other loan modifications;

 

   

Changes in the quality of our loan review system and the degree of oversight by the 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.

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. To assist management in monitoring the loan loss allowance the Company’s independent loan review consultants review the allowance as an integral part of their examination process.

The following table sets forth the composition of the allowance for loan losses as of June 30, 2007 and December 31, 2006:

 

     June 30,
2007
   December 31,
2006
     (Dollars in thousands)

Specific (Impaired loans)

   $ 278    $ 329

Formula (non-homogeneous)

     17,540      16,621

Homogeneous

     471      462
             

Total allowance for loan losses

   $ 18,289    $ 17,412
             

 

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

 

     Six Months
Ended
June 30,
2007
   

Year

Ended
December 31,
2006

    Six Months
Ended
June 30,
2006
 
     (Dollars in thousands)  

Balances

      

Average total loans outstanding during the period (20)

   $ 1,587,641     $ 1,356,169     $ 1,250,187  
                        

Total loans outstanding at end of period ( 20)

   $ 1,632,449     $ 1,554,588     $ 1,322,215  
                        

Allowance for Loan Losses:

      

Balance at beginning of period

   $ 17,412     $ 13,871     $ 13,871  
                        

Charge-offs:

      

Commercial Real Estate

     —         258       258  

Commercial

     1,363       1,635       783  

Consumer

     92       333       126  

SBA

     84       473       35  
                        

Total charge-offs

     1,539       2,699       1,202  
                        

Recoveries

      

Real estate

     —         423       423  

Commercial

     14       44       34  

Consumer

     25       101       60  

SBA

     7       6       3  
                        

Total recoveries

     46       574       520  
                        

Net loan charge-offs

     1,493       2,125       682  
                        

Provision for loan losses

     2,370       5,666       1,775  
                        

Balance at end of period

   $ 18,289     $ 17,412     $ 14,964  
                        

Ratios:

      

Net loan charge-offs to average loans

     0.09 %     0.16 %     0.05 %

Provision for loan losses to average total loans

     0.15       0.42       0.14  

Allowance for loan losses to gross loans at end of period

     1.12       1.12       1.13  

Allowance for loan losses to total nonperforming loans

     306       534       430  

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

     8.16       12.20       4.56  

Net loan charge-offs to provision for loan losses

     63.00       37.50       38.42  

(20)

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

Based on a quarterly migration analysis which evaluates loan portfolio credit quality, allowance for loan losses grew to $18.3 million as of June 30, 2007 compared to $17.4 million at December 31, 2006. The Company recorded a provision of $1.1 million and $2.4 million for the three and six months ended June 30, 2007, respectively, compared to $1.5 million and $1.8 million for the same periods of 2006. For the six months ended June 30, 2007, the Company charged off $1.5 million and recovered $46,000 resulting in net loan charge-offs of $1.5 million compared to net loan charge-offs of $682,000 for the same period in 2006.

The increase in net loan charge-offs comparing the six months ended June 30, 2007 to the same period in 2006 was due to a larger than normal recovery in the first six months in 2006 and partly due to an increase in commercial loan charge-offs relating to our scoring-based express loan program, also known as Bank to Business (B2B) loan portfolio during the six months ended June 30, 2007. Total charge-offs for the B2B portfolio was

 

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$799,000 for the six months ended June 30, 2007. The B2B loan portfolio totaled $34.3 million and the nonperforming loans totaled $448,000 or 7.5% of the total nonperforming loans at June 30, 2007. Management has taken corrective measures by tightening the scoring criteria on new loan origination going forward.

The allowance for loan losses remained unchanged at 1.12% of total gross loans at June 30, 2007 compared to December 31, 2006 and decreased by 1 basis point compared to June 30, 2006. The Company provides an allowance for new credits based on the migration analysis discussed previously.

Management believes the level of allowance as of June 30, 2007 is adequate to absorb the estimated losses from any known or inherent risks in the loan portfolio and the loan growth during the period. 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.

The ratio of the allowance for loan losses to total nonperforming loans decreased to 306% as of June 30, 2007 compared to 534% as of December 31, 2006. 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.

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 4.68% for the six months ended June 30, 2007, compared to 4.28% for the same period in 2006. 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 sensitive customers who demand high cost certificates of deposit because of local market competition by using wholesale funding sources. As of June 30, 2007, the Company held brokered CD’s in the amount of $66.9 million. The Company also had time certificates of deposit with the State of California in the amount of $75.0 million as of both June 30, 2007 and December 31, 2006.

Deposits consist of the following:

 

     June 30,
2007
   December 31,
2006
     (Dollars in thousands)

Demand deposits (noninterest-bearing)

   $ 393,108    $ 388,163

Money market accounts and NOW

     275,403      190,453

Savings

     65,838      76,846
             
     734,349      655,462

Time deposits

     

Less than $100,000

     102,582      91,830

$100,000 or more

     748,421      682,107
             

Total

   $ 1,585,352    $ 1,429,399
             

Total deposits increased $157.1 million or 11.0% to $1.59 billion at June 30, 2007 compared to $1.43 billion at December 31, 2006. This increase was the result of efforts to manage the Company’s balance sheet and to improve the performance of the earning assets and funding liabilities portfolios by adding $66.9 million of brokered time deposits during the six months with an average funding cost of 5.31%. These efforts included the use of other funding liabilities (e.g., FHLB borrowings) to manage the repricing period of the interest bearing liabilities and replace time deposits which were generally more expensive.

 

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Time deposits by maturity dates are as follows at June 30, 2007:

 

     $100,000 or
Greater
   Less Than
$100,000
   Total
     (Dollars in thousands)

2007

   $ 587,371    $ 67,322    $ 654,693

2008

     153,557      34,521      188,078

2009

     3,198      527      3,725

2010

     2,103      99      2,202

2011 and thereafter

     2,192      113      2,305
                    

Total

   $ 748,421    $ 102,582    $ 851,003
                    

Information concerning the average balance and average rates paid on deposits by deposit type for the three and six months ended June 30, 2007 and 2006 is contained in the tables above in the section entitled “Net Interest Income and Net Interest Margin.”

Other Borrowed Funds

The Company regularly uses 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 borrowings were $132.7 million and $223.8 million at June 30, 2007 and December 31, 2006, respectively. This decrease is due to an increase in customer deposits relating to the Company’s promotion of money market accounts. Notes issued to the U.S. Treasury amounted to $389,000 as of June 30, 2007 compared to $675,000 as of December 31, 2006. The total borrowed amounts outstanding at June 30, 2007 and December 31, 2006 was $133.3 million and $229.5 million, respectively.

In addition, the long-term subordinated debentures of $18.6 million in pass-through trust preferred securities created another source of funding.

Contractual Obligations

The following table presents, as of June 30, 2007, 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.

 

     Remaining
6 months
in 2007
   2008    2009    2010    2011 and
thereafter
   Total
     (Dollars in thousands)

Debt obligations (21)

   $ 80,156    $ 325    $ 343    $ 362    $ 70,034    $ 152,220

Deposits

     667,512      198,200      11,469      7,596      6,561      891,338

Operating lease obligations

     1,092      2,092      1,992      1,758      4,539      11,473
                                         

Total contractual obligations

   $ 748,760    $ 200,617    $ 13,804    $ 9,716    $ 81,134    $ 1,054,031
                                         

(21)

Includes principal payments 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

 

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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.

As part of the Company’s asset liability management, the Company utilizes FHLB borrowings to supplement our deposit source of funds. Therefore, there could be fluctuations in these balances depending on the short-term liquidity and longer-term financing need of the Company. The Company’s primary sources of liquidity are derived from financing activities, which include customer and broker deposits, federal funds facilities, and advances from the Federal Home Loan Bank of San Francisco.

Because the Company’s primary sources and uses of funds are deposits and loans, the relationship between net loans and total deposits provides one measure of the Company’s liquidity. Typically, if the ratio is over 100%, the Company relies more on borrowings and repayments from the loan portfolio to provide liquidity. Alternative sources of funds such as FHLB advances and brokered deposits and other collateralized borrowings provide liquidity as needed from liability sources are an important part of the Company’s asset liability management strategy.

 

     At June 30,
2007
    At December 31,
2006
 

Net loans

   $ 1,614,160     $ 1,537,176  

Deposits

     1,585,352       1,429,399  

Net loan to deposit ratio

     101.8 %     107.5 %

As of June 30, 2007, the Company’s liquidity ratio, which is the ratio of available liquid funds to net deposits and short-term liabilities, was 6.9%, compared to 8.2% at December 31, 2006. Total available liquidity as of June 30, 2007 was $115.3 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. The Company’s net non-core fund dependence ratio was 48.1% 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 $190 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 37.4% assuming this $190 million is stable and core fund sources and certain portions of money market account as volatile. The net non-core fund dependence ratio is the ratio of net short-term investment less non-core liabilities divided by long-term assets. All of the ratios were in compliance with internal guidelines as of and for six months ended June 30, 2007. The Company is looking toward the growth of deposits to meet its liquidity needs in the future.

Market Risk/Interest Rate Risk Management

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

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

 

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Table of Contents

The Asset/Liability Management Committee consists of executive and manager level officers from various areas of the Company including lending, investment, and deposit gathering, and this committee acts 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’s balance sheet 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 the Company earns on its assets and pays on its liabilities are established contractually for specified periods of time. Market interest rates change over time and if a financial institution cannot quickly adapt to changes in interest rates, it may be exposed to volatility in earnings. For instance, if the Company were to fund long-term fixed rate assets with short-term variable rate deposits, and interest rates were to rise over the term of the assets, the short-term variable deposits would rise in cost, adversely affecting net interest income. Similar risks exist when rate sensitive assets (for example, prime rate based loans) are funded by longer-term fixed rate liabilities in a falling interest rate environment.

The Company’s overall strategy is to minimize the adverse impact of immediate incremental changes in market interest rates (rate shock) on net interest income and economic value of equity. Economic value of equity is defined as the present value of assets, minus the present value of liabilities and off-balance sheet instruments. The attainment of this goal requires a balance between profitability, liquidity and interest rate risk exposure. To minimize the adverse impact of changes in market interest rates, the bank simulates the effect of instantaneous interest rate changes on net interest income and economic value of equity on a quarterly basis. The table below shows the estimated impact of changes in interest rates on our net interest income and market value of equity as of June 30, 2007 and March 31, 2007, assuming a parallel shift of 100 to 300 basis points in both directions.

 

     Net Interest Income(22)     Economic Value of Equity
(EVE)(23)
 

Change (In Basis Points)

   June 30, 2007
% Change
    March 31, 2007
% Change
    June 30, 2007
% Change
    March 31, 2007
% Change
 

+300

   10.41 %   12.91 %   -27.81 %   -25.37 %

+200

   7.00 %   8.67 %   -18.38 %   -16.88 %

+100

   3.57 %   4.39 %   -9.19 %   -8.41 %

Level

        

-100

   -3.09 %   -4.01 %   8.16 %   7.95 %

-200

   -6.44 %   -8.47 %   14.25 %   14.13 %

-300

   -11.00 %   -13.53 %   18.50 %   18.89 %

(22)

The percentage change represents net interest income for twelve months in a stable interest rate environment versus net interest income in the various rate scenarios

 

(23)

The percentage change represents economic value of equity of the Bank in a stable interest rate environment versus economic value of equity in the various rate scenarios

 

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All interest-earning assets, interest-bearing liabilities and related derivative contracts are included in the interest rate sensitivity analysis at June 30, 2007 and March 31, 2007. At June 30, 2007 and December 31, 2006, our estimated changes in net interest income and economic value of equity were within the ranges established by the Board of Directors.

The primary analytical tool used by the Company to gauge interest rate sensitivity is a simulation model used by many community banks, which is based upon the actual maturity and repricing characteristics of interest-rate-sensitive assets and liabilities. The model attempts to forecast changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. As an enhancement to the primary simulation model, other factors are incorporated into the model, including prepayment assumptions and market rates of interest provided by independent broker/dealer quotations, an independent pricing model, and other available public information. The model also factors in projections of anticipated activity levels of the Company’s 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. The increase in fixed rate loans as a percentage of the total loan portfolio from March 31, 2007 at 51% to June 30, 2007 at 55% had the most significant impact on the change in EVE.

CAPITAL RESOURCES

Shareholders’ equity as of June 30, 2007 was $153.0 million, compared to $140.7 million as of December 31, 2006. 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 total risk-based capital ratio, Tier I risk-based capital ratio, and Tier I leverage ratio meet or exceed 10%, 6%, and 5%, respectively, are deemed to be “well-capitalized.” As of June 30, 2007 all of the Company’s capital ratios were above the minimum regulatory requirements for a “well-capitalized” institution.

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

Risk Based Ratios

 

     Center
Financial
Corporation
    Center
Bank
    Minimum
Regulatory
Requirements
    Well
Capitalized
Requirements
 

Total Capital (to Risk-Weighted Assets)

   10.96 %   10.70 %   8.00 %   10.00 %

Tier 1 Capital (to Risk-Weighted Assets)

   9.85 %   9.59 %   4.00 %   6.00 %

Tier 1 Capital (to Average Assets)

   9.03 %   8.80 %   4.00 %   5.00 %

 

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Stock Repurchase Activities

As of June 30, 2007, the Company purchased 10,054 shares for $171,000 at approximately $17.03 per share. These shares have been retired. Repurchase program activity for the second quarter of 2007 is disclosed in Part II, Item 2 of this Form 10-Q.

 

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

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 (principal executive officer) and the Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Management previously disclosed a material weakness in internal control over financial reporting in its quarterly report on Form 10-Q, filed on April 27, 2007 for the quarter ended March 31, 2007, relating to our internal controls over the accuracy of the general ledger balance and subsidiary ledger being certified by each department and reviewed by the accounting department.

An evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2007. Based on the evaluation, our CEO and CFO have concluded that the previously identified deficiency in internal control over financial reporting could cause our disclosure controls and procedures to be not fully effective at the reasonable assurance level.

There were no changes in our internal control over financial reporting during the second quarter of 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except for the remediation of the material weakness described below.

To remediate this material weakness, management implemented an additional review process by having independent departments review the certifications for branches and departments prior to the review by the accounting department. In addition, the Company’s internal audit department will audit the certification process on a quarterly basis. As a result of these actions, management of the Company anticipates this material weakness will be remediated by the end of the third quarter of 2007.

 

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PART II—OTHER INFORMATION

 

Item 1: LEGAL PROCEEDINGS

From time to time, the Company is a party to claims and legal proceedings arising in the ordinary course of business. With the exception of the potentially adverse outcome in the litigation herein described, after taking into consideration information furnished by counsel as to the current status of these claims and proceedings, management does not believe that the aggregate potential liability resulting from such proceedings would have a material adverse effect on the Company’s financial condition or results of operations.

KEIC Claims—In March 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 seeks 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 the Bank based on a claim that, in its capacity as a presenting bank for these bills of exchange, the Bank acted negligently in presenting and otherwise handling trade documents for collection.

Korean Bank Claims—In July 2006 the Bank was served with cross-claims from a number of Korean banks who are also third party defendants in the KEIC action. The Korean banks are Citibank Korea, Inc. (formerly known as KorAm Bank), Industrial Bank of Korea, Kookmin Bank, Korea Exchange Bank and Hana Bank (hereinafter the Korean Banks). The Korean Banks allege, in both suits, various claims for breach of contract, negligence, negligent misrepresentation and breach of fiduciary duty in the handling of similar but a different set of documents against acceptance transactions that occurred in the years 2000 and 2001. The total amount of the Korean Bank claims is approximately $46.1 million plus interest and punitive damages. These claims are in addition to KEIC’s claims against the Bank in the approximate amount of $56 million originally filed in March 2003.

Status of the Consolidated Action—The claims brought by KEIC and the Korean Banks, which total approximately $100 million, have been consolidated into a single action. The consolidated action was recently remanded back from the federal to the state court. In November 2005, the Orange County Superior Court had dismissed all claims of KEIC against the Bank in the state court on the grounds that federal courts have exclusive jurisdiction over the claims. In December 2006, the court of appeals reversed the earlier decision by the state court and remanded the case back to the state court. Back in the state court, several parties filed preemptory challenges to the reassignment of a judge for this action. One of the parties filed a petition for a writ of mandate for a review of the latest judge assignment order dated June 26, 2007. A status conference is scheduled for September 17, 2007. No trial date has been set.

If the outcome of this litigation is adverse and the Bank is required to pay significant monetary damages, the Company’s financial condition and results of operations are likely to be materially and adversely affected. Although the Bank believes that it has meritorious defenses and intends to vigorously defend these lawsuits, management cannot predict the outcome of this litigation.

 

Item 1A: RISK FACTORS

No material changes identified

 

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

(c) Stock Repurchase

 

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The following table provides information concerning the Company’s repurchase of its Common Stock during the second quarter of 2007:

 

     June

Total shares purchased

     10,054

Average per share price

   $ 17.03

Number of shares purchased as part of publicly announced plan or program

     10,054

Maximum approximate dollar value of shares that may yet be purchased under the plan or program (22)

   $ 9,829,000

(22)

On May 24, 2007, the Company announced a $10 million stock buyback, under which up to $10 million of the Company’s issued and outstanding common shares in the open market can be repurchased for a period of twelve months ending in May 2008. No shares were repurchased in May 2007.

 

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 23, 2007. A total of 13,614,337 shares were represented in person or by proxy at the meeting, constituting 81.8% of the 16,638,201 shares of the issued and outstanding shares entitled to vote at the meeting. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, there was no solicitation in opposition to the Board of Directors’ nominees for directors 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

   11,794,589    1,819,948

Chang Hwi Kim

   11,832,877    1,781,660

Sang Hoon Kim

   11,832,677    1,781,860

Jae Whan Yoo

   11,832,677    1,781,860

In addition, the terms of the following directors continued after the shareholders’ meeting: Jin Chul Jhung, Peter Y.S. Kim and Chung Hyun Lee.

The ratification of the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2007 was approved at the 2007 annual meeting of shareholders by the following vote:

 

For    Against    Abstain    Broker Non-Votes
13,597,082    3,502    13,953    0

 

Item 5: OTHER INFORMATION

Not applicable

 

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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
  3.1    Restated Articles of Incorporation of Center Financial Corporation1
  3.2    Amendment to the Articles of Incorporation of Center Financial Corporation2
  3.3    Amended and Restated Bylaws of Center Financial Corporation3
10.1    Employment Agreement between Center Financial Corporation and Jae Whan Yoo effective January 16, 20074
10.2    2006 Stock Incentive Plan, as Amended and Restated June 13, 2007 (filed herewith)
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 Issuer5
10.5    Amended and Restated Declaration of Trust of Center Capital Trust I, dated as of December 30, 20035
10.6    Guarantee Agreement between Center Financial and Wells Fargo Bank, National Association dated as of December 30, 20035
10.7    Deferred compensation plan and list of participants6
10.8    Split dollar plan and list of participants6
10.9    Survivor income plan and list of participants6
10.10    Resignation Agreement for Seon Hong Kim7
10.11    Waiver and Release Agreement for James Hong (filed herewith)
11    Statement of Computation of Per Share Earnings (included in Note 8 to Interim 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    Certification of Periodic Financial Report (Section 906 Certification)

1

Filed as an Exhibit of the same number to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 14, 2002 and incorporated herein by reference

 

2

Filed as an Exhibit of the same number to the Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference

 

3

Filed as an Exhibit 3.2 to the Form 8-K filed with the Commission on May 12, 2006 and incorporated herein by reference

 

4

Filed as an Exhibit 10.1 to the Form 8-K filed with the Commission on February 1, 2007 and incorporated herein by reference

 

5

Filed as an Exhibit of the same number to the Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference

 

6

Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended March 31, 2006 and incorporated herein by reference

 

7

Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended March 31, 2007 and incorporated herein by reference

 

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SIGNATURES

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

 

Date: July 25, 2007

  By:  

/s/    JAE WHAN YOO        

   

Center Financial Corporation

Jae Whan Yoo

President & Chief Executive Officer

 

Date: July 25, 2007

  By:  

/s/    LONNY D. ROBINSON        

   

Center Financial Corporation

Lonny D. Robinson

Executive Vice President & Chief Financial Officer

 

47

EX-10.2 2 dex102.htm 2006 STOCK INCENTIVE PLAN 2006 Stock Incentive Plan

EXHIBIT 10.2

CENTER FINANCIAL CORPORATION

2006 STOCK INCENTIVE PLAN

Adopted April 12, 2006

As Amended and Restated June 13, 2007

Section 1. Purpose

The purpose of the Center Financial Corporation 2006 Stock Incentive Plan (the “Plan”) is to (i) encourage selected employees and directors of Center Financial Corporation (the “Company”) and its subsidiaries to acquire a proprietary and vested interest in the growth and performance of the Company; (ii) generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of shareholders; and (iii) enhance the ability of the Company and its subsidiaries to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.

Section 2. Definitions

For purposes of the Plan, the following terms have the following meanings:

(a) “Award” means any award under the Plan, including any Option or Restricted Stock Award.

(b) “Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award.

(c) “Board” means Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

(e) “Committee” means the Personnel and Compensation Committee of Center Financial Corporation and Center Bank.

(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

(g) “Fair Market Value” means as of any given date (a) if the Stock is listed on any established stock exchange or a national market system, either the closing sale price for the Stock or the closing bid if no sales were reported, or the average of the bid and ask prices, as selected by the Committee in its discretion, as quoted on such system or exchange, as reported in The Wall Street Journal; or (b) in the absence of an established market for the Stock, the fair market value of the Stock as determined by the Committee or the Board in good faith.

(h) “Full Value Award” means a Restricted Stock Award granted at no cost to the Participant.

(i) “Holder” means the holder of a Restricted Stock Award granted under Section 7.

(j) “Incentive Option” means any Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(k) “Issue Date” shall mean the date established by the Board or the Committee on which Certificates representing shares of Restricted Stock shall be issued by the Company pursuant to the terms of Section 7(b).


(l) “Nonqualified Stock Option” means any Option that is not an Incentive Option.

(m) “Option” means an option granted under Section 6.

(n) “Optionee” means the holder of an Option granted under Section 6.

(o) “Participant” means an employee or director who is selected by the Board or the Committee to receive an Award under the Plan.

(p) “Restricted Stock” or “Restricted Stock Award” means an Award of Stock subject to restrictions, as more fully described in Section 7.

(q) “Restriction Period” means the period determined by the Board or the Committee under Section 7(b).

(r) “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act, as amended from time to time, and any successor rule.

(s) “Stock” means the Common Stock, no par value, of the Company, and any successor security.

(t) “Terminating Event” means (i) a merger or consolidation in which the Company is not the surviving entity; (ii) the acquisition of more than fifty percent (50%) of the value or voting power of the Company’s stock by a person or group; (iii) the acquisition in a period of twelve (12) months or less of at least thirty-five percent (35%) of the Company’s stock by a person or group; (iv) the replacement of a majority of the Company’s board of directors in a period of twelve (12) months or less by directors who were not endorsed by a majority of the current board members; or (v) the acquisition in a period of twelve (12) months or less of forty percent (40%) or more of the Company’s assets by an unrelated entity; provided, however, that no transaction or event shall be considered a Terminating Event unless at the time of such event it constitutes a “change in control” as defined under Section 409A of the Code.

(u) “Termination” means, for purposes of the Plan, with respect to a Participant, that (a) if the Participant is a director of the Company, he or she has ceased to be, for any reason, a director and (b) if the Participant is an employee, he or she has ceased to be, for any reason, employed by the Company or a subsidiary.

(v) “Termination for Cause” in the case of an employee, shall mean termination for malfeasance or gross misfeasance in the performance of duties, conviction of illegal activity in connection therewith, any conduct seriously detrimental to the interests of the Company or a subsidiary corporation, or removal pursuant to the exercise of regulatory authority by the Board of Governors of the Federal Reserve System (the “FRB”) or any applicable bank supervisory agency; and, in any event, the determination of the Board with respect thereto shall be final and conclusive. In the case of a director, Termination for Cause shall mean removal pursuant to Sections 302 or 304 of the California Corporations Code or removal pursuant to the exercise of regulatory authority by the FRB or any applicable bank supervisory agency.

(w) “Vesting Date” means, for an Option or a portion of an Option, the first date on which the Option or such portion may be exercised by the Optionee and, for shares of Restricted Stock, the date on which the shares cease to be forfeitable and become freely transferable shares in the hands of the Participant.

Section 3. Administration

(a) General. The Plan shall be administered by the Committee with respect to (i) approving Option grants and Restricted Stock Awards to the Company’s non-employee directors or “Named Executive Officers” as that term is defined in applicable SEC regulations; (ii) modifying or canceling existing grants or awards to non-employee directors or Named Executive Officers; or (iii) imposing limitations, restrictions and conditions upon any such grant or award as the Committee deems necessary or advisable, unless the Board, in its discretion shall elect to grant or modify any awards to Named Executive Officers which are not intended to be exempt


compensation pursuant to Section 162(m) of the Code. In connection with the administration of the Plan, the Committee, to the extent authorized, shall have the powers possessed by the Board. The Board shall administer the Plan in all other respects, unless the Board in its discretion shall elect to delegate such administration to the Committee with respect to such other aspects of the Plan. The members of the Committee shall at all times (i) meet the independence requirements of the Nasdaq Stock Market, Inc.; (ii) qualify as “non-employee directors” as defined in Section 16 of the Exchange Act; and (iii) qualify as “outside directors” under Section 162(m) of the Code. Nothing contained herein shall prevent the Board of Directors from delegating to the Committee full power and authority over the administration of the Plan. In addition, the Board or the Committee may, in its discretion, delegate to the Chief Executive Officer, the authority to grant stock options or other awards to officers and employees who are neither executive officers nor directors of the Company or its subsidiaries, subject to such limitations or conditions on such authority as the Board or the Committee may impose. As used throughout this Plan with respect to the grant of any Awards, the phrase “the Board or the Committee” shall be deemed to include, where appropriate, the Chief Executive Officer if he has been granted authority to grant Awards pursuant to this paragraph.

Any action of the Board or the Committee with respect to administration of the Plan shall be taken pursuant to a majority vote of its members; provided, however, that with respect to action by the Board in granting an option or other award to an individual director, such action must be authorized by the required number of directors without counting the interested director, who shall abstain as to any vote on his or her option or award. An interested director may be counted in determining the presence of a quorum at a meeting of the Board where such action will be taken.

(b) Authority. The Board or the Committee as appropriate pursuant to Section 3(a) shall grant Awards to directors and eligible employees. In particular and without limitation, the Board or the Committee, subject to the terms of the Plan, shall:

(i) select the directors, officers and other employees to whom Awards may be granted;

(ii) determine whether and to what extent Awards are to be granted under the Plan;

(iii) determine the number of shares to be covered by each Award granted under the Plan; and

(iv) determine the terms and conditions of any Award granted under the Plan based upon factors determined by the Board or the Committee.

(c) Board and Committee Determinations Binding. Subject to the express provisions of the Plan, the Board or the Committee shall have the authority to construe and interpret the Plan, any Award and any Award Agreement; to define the terms used therein; to prescribe, amend, and rescind rules and regulations relating to administration of the Plan, to determine the duration and purposes of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes of the Plan; and to make all other determinations necessary or advisable for administration of the Plan, including, without limitation, compliance with Rule 16b-3. Any determination made by the Board or the Committee pursuant to the provisions of the Plan with respect to any Award shall be made in its sole discretion at the time of the grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time. Determinations of the Board or the Committee on matters referred to in this section shall be final and conclusive, and shall be binding on all persons, including the Company and Participants.

Section 4. Stock Subject to Plan

(a) Shares Available for Awards. The total number of shares of the Company’s authorized but unissued Stock reserved and available for issuance pursuant to Awards under this Plan shall be 3,296,082 shares (20% of the number of shares of the Company’s stock issued and outstanding as of April 12, 2006), including 597,423 shares which were previously subject to Options granted under the Company’s 1996 Stock Option Plan, and have been transferred to this Plan effective April 12, 2006. If any Option terminates or expires without being exercised in full or if any shares of Stock subject to a Restricted Stock Award are forfeited, the shares issuable under such Option or Award shall again be available for issuance in connection with Awards. Any Award under this Plan shall be governed by the terms of the Plan and any applicable Award Agreement.


(b) Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure affecting the Stock without receipt of consideration by the Company, such substitution or adjustments shall be made in the aggregate number of shares of Stock reserved for issuance under the Plan, in the number and exercise price of shares subject to outstanding Options, and in the number of shares subject to other outstanding Awards, as may be determined to be appropriate by the Board or the Committee, in its sole discretion; provided, however, that no fractional shares of Stock shall be issued under the Plan on account of any such adjustment.

(c) Individual Limitation. The Company may not grant Awards under the Plan for more than 1,000,000 shares to any one Participant in any one fiscal year, subject to adjustment from time to time as provided in Section 4(b) above. Determinations under the preceding sentence shall be made in a manner that is consistent with Section 162(m) of the Code and regulations promulgated thereunder. The provisions of this Section 4(c) shall not apply in any circumstance with respect to which the Board or the Committee determines that compliance with Section 162(m) of the Code is not necessary.

Section 5. Eligibility

Awards may be granted to all salaried officers or employees (whether or not they are also directors), and to non-employee directors of the Company and its subsidiaries. However, directors of the Company and its subsidiary corporations who are not also salaried officers or employees of the Company or a subsidiary corporation are not eligible to receive Incentive Options under the Plan, but only other types of Awards.

Section 6. Stock Options

(a) Types. Any Option granted under the Plan shall be in such form as the Board or the Committee may from time to time approve. The Board or the Committee shall have the authority to grant to any eligible Participant Incentive Options, Nonqualified Stock Options or both types of Options.

(b) Incentive Options. Incentive Options may be granted only to salaried employees of the Company or a Subsidiary. Any portion of an Option that is not designated as, or does not qualify as, an Incentive Option shall constitute a Nonqualified Stock Option.

(c) Terms and Conditions. Options granted under the Plan shall be subject to the following terms and conditions:

(i) Option Term. Each Option and all rights or obligations thereunder shall expire on such date as the Board or the Committee may determine, but not later than ten (10) years from the date such Option is granted, and shall be subject to earlier termination as provided elsewhere in the Plan. As to any Incentive Option granted to an Optionee who, immediately before the option is granted, owns beneficially more than ten percent (10%) of the outstanding stock of the Company (whether acquired upon exercise of Options or otherwise), such option must not be exercisable by its terms after five (5) years from the date of its grant.

(ii) Grant Date. The time an Option is granted, sometimes referred to as the grant date, shall be the day of the action of the Board or the Committee described in Section 3(a) hereof; provided that the Optionee does not have the ability to further negotiate the terms of his or her grant, and provided further that the material terms of the grant are communicated to the Optionee within a relatively short period of time following the Board’s or the Committee’s action. If appropriate resolutions of the Board or the Committee indicate that an Option is to be granted as of and on some future date, the time such Option is granted shall be such future date. If action by the Board or the Committee is taken by the unanimous written consent of its members, the action of the Board or the Committee shall be deemed to be at the time the last Board member signs the consent, subject to the same requirements concerning communication with Optionees set forth in the first sentence of this Section 6(a)(ii). In addition, if required by applicable accounting rules, the date of grant will not be deemed to occur unless any shareholder approvals required for the grant of an option under the Plan or applicable amendments thereto have been obtained.


(iii) Exercise Price. The exercise price per share of stock subject to each Option shall be determined by the Board or the Committee but shall not be less than one hundred percent (100%) of the fair market value of such stock at the time such Option is granted. As to any Incentive Option granted to an Optionee who, immediately before the Option is granted, owns beneficially more than ten percent (10%) of the outstanding stock of the Company, the purchase price must be at least one hundred ten percent (110%) of the fair market value of the stock at the time when such Option is granted. The fair market value of such stock shall be determined in accordance with any reasonable valuation method, consistent with all applicable requirements under the Code, the Exchange Act, and regulations promulgated thereunder. The purchase price of any shares purchased shall be paid in full in cash at the time of each such purchase.

(iv) Exercisability. Each Option shall be exercisable in such installments, which need not be equal, and upon such conditions as the Board or the Committee shall determine; provided, however, that if an Optionee shall not in any given installment period purchase all of the shares which such Optionee is entitled to purchase in such installment period, such Optionee’s right to purchase any shares not purchased in such installment period shall continue until the expiration of such Option. No Option or installment thereof shall be exercisable except with respect to whole shares, and fractional share interests shall be disregarded except that they may be accumulated in accordance with the next preceding sentence.

(v) Limit on Exercisability. The aggregate fair market value (determined as of the time the Option is granted) of the stock for which any salaried officer or employee may be granted Incentive Options which are first exercisable during any one calendar year (under all Incentive Stock Option Plans of the Company and its subsidiaries) shall not exceed One Hundred Thousand Dollars ($100,000).

(vi) Method of Exercise; Payment. Options may be exercised by ten (10) days written notice delivered to the Company stating the number of shares with respect to which the Option is being exercised, together with cash in the amount of the purchase price for such shares. No fewer than ten (10) shares may be purchased at one time unless the number purchased is the total number which may be purchased under the Option.

Options may also be exercised by delivering to the Company (i) an exercise notice instructing the Company to deliver the certificates for the shares purchased to a designated brokerage firm which shall sell the stock in the market as soon as the Option is exercised; and (ii) a copy of irrevocable instructions delivered to the brokerage firm to sell the shares acquired upon exercise of the Option and to deliver to the Company from the sale proceeds sufficient cash to pay the exercise price and applicable withholding taxes arising as a result of the exercise, with the balance of the sales proceeds, if any, after payment of any broker’s commission, to be credited to the Optionee’s brokerage account.

The Company may require any Optionee, or any person to whom an Option is transferred under Section 6(c)(viii) hereof, as a condition of exercising any such Option, to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock. The requirement of providing written assurances, and any assurances given pursuant to the requirement, shall be inoperative if (i) the shares to be issued upon the exercise of the Option have been registered under a then currently effective registration statement under the Securities Act of 1933, as amended, or (ii) a determination is made by counsel for the Company that such written assurances are not required in the circumstances under the then applicable state or federal securities laws.

(vii) Cessation of Employment; Disability. Except as provided in Subsection 6(c)(i) above, if an Optionee ceases to be employed by or to serve as a director of the Company or a subsidiary corporation for any reason other than death, disability or cause, such Optionee’s Option shall expire thirty (30) days thereafter, and during such period after such Optionee ceases to be an employee or director, such Option shall be exercisable only as to those shares with respect to which installments, if any, had accrued as of the date on which the Optionee ceased to be employed by or ceased to serve as a director of the Company or such subsidiary corporation. Except as provided in Subsections 6(c)(i) above, if an Optionee ceases to be employed by or ceases to serve as a director of the Company or a subsidiary corporation by reason of disability (within the meaning of Section 22(e)(3) of the Code), such Optionee’s Option shall expire not


later than one (1) year thereafter, and during such period after such Optionee ceases to be an employee or director such Option shall be exercisable only as to those shares with respect to which installments, if any, had accrued as of the date on which the Optionee ceased to be employed by or ceased to serve as a director of the Company or such subsidiary corporation.

(viii) Termination of Employment for Cause. If an Optionee’s employment by or service as a director of the Company or a subsidiary corporation is terminated for Cause, such Optionee’s Option shall expire immediately; provided, however, that the Board may, in its sole discretion, within thirty (30) days of such termination, waive the expiration of the Option by giving written notice of such waiver to the Optionee at such Optionee’s last known address. In the event of such waiver, the Optionee may exercise the Option only to such extent, for such time, and upon such terms and conditions as if such Optionee had ceased to be employed by or ceased to serve as a director of the Company or such subsidiary corporation upon the date of such termination for a reason other than Cause, disability, or death.

(ix) Death of Optionee. Except as provided in Subsection 6(c)(i) above, if any Optionee dies while employed by or serving as a director of the Company or a subsidiary corporation or during the 30-day or one-year period referred to in Subsection 6(c)(vi) above, such Optionee’s Option shall expire one (1) year after the date of such death. After such death but before such expiration, the persons to whom the Optionee’s rights under the Option shall have passed by Will or by the applicable laws of descent and distribution shall have the right to exercise such Option to the extent that installments, if any, had accrued as of the date of the Optionee’s death.

Section 7. Restricted Stock Awards

(a) General. Restricted Stock Awards may be issued hereunder to Participants, for no cash consideration or for such amount as the Board or the Committee in its discretion shall determine, either alone or in addition to other Awards granted under the Plan. The provisions of Restricted Stock Awards need not be the same with respect to each recipient. The Board or the Committee may provide upon grant of a Restricted Stock Award that any shares of Restricted Stock that may be purchased by the Holder in cash and are subsequently forfeited by the Holder prior to the Vesting Date therefor shall be reacquired by the Company at the purchase price originally paid therefor by the Holder, if applicable.

(b) Issue Date and Vesting Date. At the time of the grant of a Restricted Stock Award, the Board or the Committee shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with respect to such shares. The Board or the Committee may provide upon grant of a Restricted Stock Award that different numbers or portions of the shares subject to the Award shall have different Vesting Dates. The Board or the Committee may also provide that the Vesting Dates will be accelerated upon the subsequent occurrence of such specified event (e.g., early retirement of the Holder) as the Board or the Committee may specify. The Board or the Committee also may establish upon grant of a Restricted Stock Award that some or all of the shares subject thereto shall be subject after the Vesting Date to additional restrictions upon transfer or sale, although not to forfeiture. However, in the case of Full Value Awards, all performance-based vesting must have a minimum period of at least one year; and time-based vesting must have a minimum period of at least three years. The Board or the Committee shall not have authority to waive such vesting except in the case of death, disability or retirement.

(c) Issuance of Certificates. Reasonably promptly after the Issue Date with respect to shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in the name of the Participant to whom such shares were granted, evidencing such shares; provided, that the Company shall not cause such a stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture provisions and restrictions against transfer) contained in the Center Financial Corporation 2006 Stock Incentive Plan and related Award Agreement, and such rules, regulations and interpretations as Center Financial Corporation’s Board of Directors or Compensation Committee may adopt. Copies of the Plan, Award Agreement and rules, regulations and interpretations, if any, are on file at the principal executive office of Center Financial Corporation, 3435 Wilshire Boulevard, Los Angeles, California 90010.”


Such legend shall not be removed until such shares vest pursuant to the terms hereof.

Each certificate issued pursuant to this Section 7 (c) together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be held by the Company unless the Board or the Committee determines otherwise.

(d) Consequences of Vesting. Upon the vesting of a share of Restricted Stock pursuant to the terms of the Plan and the applicable Award Agreement, the restrictions on transfer described in Section 7(c) shall cease to apply to such share. Reasonably promptly after a Restricted Stock Award becomes fully vested, the Company shall cause to be delivered to the Participant to whom such shares were granted, a certificate evidencing such share, free of the legend set forth in Section 7(c). If a Restricted Stock Award is partially vested, the Company may continue to hold the originally issued certificate until fully vested unless the Participant specifically requests the issuance of a certificate for just the vested shares. Reasonably promptly after any such request, the Company shall cause the certificates to be issued separately for the restricted and unrestricted shares, and shall deliver the unrestricted certificate to the Participant. Notwithstanding the foregoing, such shares still may be subject to restrictions on transfer as a result of applicable securities laws.

(e) Dividends. If and to the extent the Board or the Committee so specifies upon grant, the Holder of shares of Restricted Stock shall be entitled to receive from the Company, after the grant date and until the Vesting Date, dividends or other distributions with respect to the shares identical or comparable in financial value to the dividends and other distributions that would have been received by the Holder had the shares not been subject to the restrictions on Restricted Stock imposed under the Plan, and the Holder shall not be required to return any such distributions to the Company in the event of forfeiture of the Restricted Stock; provided that any such dividends or distribution payable to the Holder that constitute Stock or other equity securities of the Company shall be issued in the same manner and subject to the same restrictions and conditions as apply to the shares of Restricted Stock as to which such dividends and distributions are paid. The Board or the Committee in its discretion may require that any dividends paid on shares of Restricted Stock shall be held in escrow until all restrictions on such shares have lapsed.

(f) Voting Rights. If and to the extent the Board or the Committee so specifies upon grant, the Holder of shares of Restricted Stock shall be entitled to vote or direct the voting of such shares after the grant date and until the Vesting Date.

(g) Termination. Except to the extent otherwise provided in the Award Agreement and pursuant to this section, in the event of a Termination of employment or directorship during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant. If the recipient has paid cash for the Award, the stock will be repurchased at the same price originally paid by the Participant. In the event that the Company requires such a return of shares, it also shall have the right to require the return of all dividends paid on such shares, whether by termination of any escrow arrangement under which such dividends are held or otherwise, unless otherwise specified in the applicable Award Agreement.

Section 8. Terminating Events

(a) Impact of Event. In the event of a “Terminating Event” as defined in Section 2(t), any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume any Options or Restricted Stock Awards outstanding under the Plan or may substitute similar awards for those outstanding under the Plan. In the event any surviving corporation or entity or acquiring corporation or entity in a Terminating Event does not assume such Options or Awards or does not substitute similar Options or other Awards for those outstanding under the Plan, then (i) the vesting of such Options or other Awards outstanding under the Plan shall be accelerated and made fully exercisable and all restrictions thereon shall lapse ten (10) days prior to the closing of the Terminating Event; and (ii) upon the closing of the Terminating Event, any Options outstanding under the Plan shall be terminated if not exercised prior to the closing, unless the Board in its sole discretion determines prior to the effective date of the Terminating Event that all outstanding Options and the Plan itself should continue in full force and effect. In the case of such a determination by the Board, or in the


event that any pending Terminating Event does not occur, the Plan and all outstanding Options and other Awards thereunder shall continue in force with all original vesting schedules in effect.

(b) Notice to Participants of Terminating Event. Not less than thirty (30) days prior to a Terminating Event, the Board or the Committee shall notify each Participant of the pendancy of the Terminating Event. With respect to Holders of Restricted Stock, the notice shall simply inform such Participants of the pendancy of the Terminating Event and of the fact that the restrictions on their Restricted Stock will lapse. In the case of Optionees, the notice shall inform such Optionees that their Options shall, notwithstanding the provisions of Sections 5(c)(iv) hereof, become exercisable in full and not only as to those shares with respect to which installments, if any, have then accrued, subject, however, to earlier expiration or termination as provided elsewhere in the Plan, and further subject to the condition that the Terminating Event in fact occurs. Optionees shall then be entitled to exercise any Options or portions thereof commencing on the tenth (10th) day, and ending on the third (3rd) day, prior to the Terminating Event, or at such other times as may be specified by the Board in connection with the Terminating Event.

Section 9. Acceleration of Options or other Awards.

Notwithstanding the provisions of Sections 6(c)(iv) or 7(b) hereof or any provision to the contrary contained in any Award Agreement, the Board or the Committee, in its sole discretion, may accelerate the vesting of all or any Award then outstanding, except with respect to Full Value Awards as set forth in Section 7(b). The decision by the Board or the Committee to accelerate an Award or to decline to accelerate an Award shall be final. In the event of the acceleration of Options as the result of a decision by the Board pursuant to this Section 9, each outstanding Option so accelerated shall be exercisable for a period from and after the date of such acceleration and upon such other terms and conditions as the Board or the Committee may determine in its sole discretion, provided that such terms and conditions (other than terms and conditions relating solely to the acceleration of exercisability and the related termination of an Option) may not adversely affect the rights of any Participant without the consent of the Participant so adversely affected. Any outstanding Option which has not been exercised by the holder at the end of such period shall terminate automatically at that time.

Section 10. General Provisions

(a) Award Grants. Any Award may be granted either alone or in addition to other Awards granted under the Plan. Subject to the terms and restrictions set forth elsewhere in the Plan, the Board or the Committee shall determine the consideration, if any, payable by the Participant for any Award and, in addition to those set forth in the Plan, any other terms and conditions of the Awards. The Board or the Committee may condition the grant or payment of any Award upon the attainment of specified performance goals or such other factors or criteria, including vesting based on continued service on the Board or employment, as the Board or the Committee shall determine. Performance objectives may vary from Participant to Participant and among groups of Participants and shall be based upon such Company, subsidiary, group or division factors or criteria as the Committee may deem appropriate, including, but not limited to, earnings per share or return on equity. The other provisions of Awards also need not be the same with respect to each recipient. The date of grant of an Award shall be as defined in Section 6(ii) hereof with respect to Option grants.

(b) Award Agreement. As soon as practicable after the date of an Award grant, the Company and the Participant shall enter into a written Award Agreement identifying the date of grant, and specifying the terms and conditions of the Award. Options are not exercisable until after execution of the Award Agreement by the Company and the Participant, but a delay in execution of the Award Agreement shall not affect the validity of the Option grant.

(c) Certificates; Transfer Restrictions. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders, legends and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any market in which the Stock is then traded and any applicable federal, state or foreign securities laws.

(d) Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy


federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. With the approval of the Board or the Committee, which it shall have sole discretion to grant, the Participant may elect to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold from delivery shares of Stock having a value equal to the amount of tax to be withheld. Such shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash.

(e) Notification of Election Under Section 83(b) of the Code. If any Participant shall, in connection with the acquisition of shares of Restricted Stock under the Plan, make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under the authority of Section 83(b).

(f) Transferability. No Award shall be assignable or otherwise transferable by the Participant other than by will or by the laws of descent and distribution. During the life of a Participant, an Award shall be exercisable, and any elections with respect to an Award may be made, only by the Participant or the Participant’s guardian or legal representative.

(g) Adjustment of Awards; Waivers. The Board or the Committee may adjust the performance goals and measurements applicable to Awards (i) to take into account changes in law and accounting and tax rules, (ii) to make such adjustments as the Board or the Committee deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances in order to avoid windfalls or hardships, and (iii) to make such adjustments as the Board or the Committee deems necessary or appropriate to reflect any material changes in business conditions, except as limited by Section 7(b) with respect to Full Value Awards. In the event of hardship or other special circumstances of a Participant and otherwise in its discretion, the Board or the Committee may waive in whole or in part any or all restrictions, conditions, vesting, or forfeiture with respect to any Award granted to such Participant.

(h) Non-Competition. The Board or the Committee may condition its discretionary waiver of a forfeiture, the acceleration of vesting at the time of Termination of a Participant holding any unexercised or unearned Award, the waiver of restrictions on any Award, or the extension of the expiration period to a period not longer than that provided by the Plan upon such Participant’s agreement (and compliance with such agreement) (i) not to engage in any business or activity competitive with any business or activity conducted by the Company and (ii) to be available for consultations at the request of the Company’s management, all on such terms and conditions (including conditions in addition to (i) and (ii)) as the Board or the Committee may determine.

(i) Regulatory Compliance. Each Award under the Plan shall be subject to the condition that, if at any time the Board or the Committee shall determine that (i) the listing, registration or qualification of the shares of Stock upon any securities exchange or for trading in any securities market or under any state or federal law, (ii) the consent or approval of any government or regulatory body or (iii) an agreement by the Participant with respect thereto, is necessary or desirable, then such Award shall not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board or the Committee.

(j) Rights as Shareholder. Unless the Plan, the Board or the Committee expressly specifies otherwise, an Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the stock certificates representing the shares are actually delivered to the Optionee. Except as specified in Section 4(b), no adjustment shall be made for dividends or other rights for which the record date is prior to the date the certificates are delivered. The rights of Holders shall be as specified in their Award Agreements, as determined by the Board or the Committee in accordance with Section 7 hereof.


(k) Beneficiary Designation. The Board or the Committee, in its discretion, may establish procedures for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid.

(l) Additional Plans. Nothing contained in the Plan shall prevent the Company or a subsidiary from adopting other or additional compensation arrangements for its directors and employees.

(m) No Employment Rights; No Right to Directorship. Neither the adoption of this Plan nor the grant of any Award hereunder shall (i) confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company or a subsidiary to terminate the employment of any employee at any time; or (ii) confer upon any Participant any right with respect to continuation of the Participant’s membership on the Board or interfere in any way with provisions in the Company’s Articles of Incorporation and Bylaws relating to the election, appointment, terms of office, and removal of members of the Board.

(n) Rule 16b-3. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with the applicable conditions of Rule 16b-3. To the extent any provision of this Plan or action by the Board or the Committee fails to so comply, it shall be adjusted to comply with Rule 16b-3, to the extent permitted by law and deemed advisable by the Board or the Committee. It shall be the responsibility of persons subject to Section 16 of the Exchange Act, not of the Company, the Board or the Committee, to comply with the requirements of Section 16 of the Exchange Act; and neither the Company nor the Committee shall be liable if this Plan or any transaction under this Plan fails to comply with the applicable conditions of Rule 16b-3, or if any such person incurs any liability under Section 16 of the Exchange Act.

(o) Governing Law. The Plan and all Awards shall be governed by and construed in accordance with the laws of the State of California.

(p) Use of Proceeds. All cash proceeds to the Company under the Plan shall constitute general funds of the Company.

(q) Assumption by Successor. The obligations of the Company under the Plan and under any outstanding Award may be assumed by any successor corporation, which for purposes of the Plan shall be included within the meaning of “Company.”

Section 11. Amendments and Termination

The Board may amend, alter or discontinue the Plan or any Award, but no amendment, alteration or discontinuance shall be made which would impair the rights of a Participant under an outstanding Award without the Participant’s consent. No amendment, alteration or discontinuance shall require shareholder approval unless it would:

(a) increase in the total number of shares reserved for issuance pursuant to Awards under the Plan;

(b) change the minimum option price for Options;

(c) increase the maximum term of Awards provided for herein;

(d) expand the types of awards which may be issued under the Plan; or

(e) permit Awards to be granted to anyone other than a director or a salaried officer or employee of the Company or a subsidiary corporation.

Any amendment or modification requiring shareholder approval shall be deemed adopted as of the date of the action of the Board effecting such amendment or modification and shall be effective immediately, unless otherwise provided therein, subject to approval thereof within twelve (12) months before or after the effective date by (i) a majority of the shares of the Company’s stock represented and voting in person or by proxy with respect to such amendment at a duly held shareholders’ meeting; or (ii) the written consent of the holders of a majority of the Company’s outstanding shares.


Section 12. Effective Date of Plan

The Plan shall be deemed adopted as of the date first shown herein and shall be effective immediately, subject to approval hereof within twelve (12) months before or after said date by (i) a majority of the shares of the Company’s stock represented and voting in person or by proxy at a duly held shareholders’ meeting; or (ii) the written consent of the holders of a majority of the Company’s outstanding shares.

Section 13. Term of Plan

No Award shall be granted on or after April 12, 2016, but Awards granted prior to April 12, 2016 may extend beyond that date.

EX-10.11 3 dex1011.htm WAIVER AND RELEASE AGREEMENT Waiver and Release Agreement

EXHIBIT 10.11

WAIVER AND RELEASE

This Waiver and Release Agreement (“Waiver and Release”) is entered into by and between Center Bank and its subsidiaries, affiliates and successors-in-interest (collectively, the “Company”); and James Hong (“Executive”).

RECITALS

A. Executive has served as Executive Vice President and Chief Operating Officer of Center Bank until May 22, 2007.

B. In consideration of a lump sum payment of $41,600.00 which the Company shall pay the Executive on or promptly after the expiration of the revocation period provided under this Waiver and Release, if the Executive does not revoke the Waiver and Release within such period, Executive agrees to the following terms, conditions, and covenants:

1. Treatment of Confidential Trade Secrets. Executive acknowledges that Executive has an ongoing duty to maintain in confidence all “Confidential Information” as defined below. Confidential Information includes any and all trade secret information disclosed to or known by Executive as a consequence of his employment with the Company which is not generally known outside the Company about the Company’s business, including, without limitation, information about its customers (e.g., identities, accounts, information, and financial needs), product information, accounts, pricing data, its marketing and sales strategies and plans, its finances, operations, employees, and any and all information entrusted to the Company in confidence by third parties, and any and all other information defined as “Trade Secrets” under the Uniform Trade Secrets Act. Executive further acknowledges that the use of such information for the benefit of or disclosure of such information to any other person, firm or corporation would violate the Company’s proprietary rights to such information and result in a material breach of this Agreement. In the event of such breach, Executive shall no longer be entitled to any of the benefits provided by this Agreement and shall be obligated to reimburse the Company for any benefits which Executive has received from the Company pursuant to this Agreement prior to Executive’s breach.

2. No Solicitation of Customers Based on Trade Secrets. Executive acknowledges that during Executive’s employment with the Company, Executive has been provided with trade secret information about the Company’s customers. Such trade secret information may include but is not limited to, information about Customer lists, Customer identities, Customer accounts and Customer financial needs. Executive further acknowledges that the use of such information for the benefit of or disclosure of such information to any other person, firm or corporation would violate the Company’s proprietary rights to such information and result in a material breach of this Agreement. In the event of such breach within three months of the date this Agreement is signed, Executive shall no longer be entitled to any of the benefits provided by this Agreement and shall be obligated to reimburse the Company for any benefits which Executive has received from the Company pursuant to this Agreement prior to Executive’s breach.

3. No Solicitation of Employees Based on Trade Secrets. Executive acknowledges that during Executive’s employment with the Company, Executive has been provided with trade secret information about the Company’s employees. Such information includes, but is not limited to, information as to their qualifications, job duties, salaries, and performance history. Executive further acknowledges that the use of such information for the benefit of or disclosure of such information to any other person, firm or corporation in order to solicit, entice, encourage, attempt or cause, either directly or indirectly, any employee to leave the employment of the Company would violate the Company’s proprietary rights to such information and result in a material breach of this Agreement. Executive acknowledges that in the event of such breach within three months of the date this Agreement is signed, Executive shall no longer be entitled to any of the benefits provided by this Agreement and shall be obligated to reimburse the Company for any benefits Executive has received from the Company pursuant to this Agreement prior to Executive’s breach.


4. Non-Disparagement. Executive will not at any time, either orally or in writing, make any disparaging remarks concerning the Company, its employees, directors or officers. Notwithstanding the foregoing, Executive will respond accurately and fully to any question, inquiry or request for information as may be required by legal process, law or regulation.

5. Return of Company Property. Executive represents and warrants that he has returned to the Company all Company property in his possession, including, without limitation, all credit cards, all computers and all keys in his possession. Further, Executive represents and warrants that he has returned all documents or computer disks containing information relating to the Company’s business or finances, and that all such information has been deleted from any hard drive or other electronic storage device in his possession.

6. General Release. Executive hereby releases and forever discharges the Company and its past and present officers, directors, agents, servants, employees and attorneys, from any and all claims, debts, accounts reckonings, obligations, costs, and causes of action, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, including but not limited to any claims arising out of the Employment Agreement and/or the Resignation Agreement or the termination of the Employment Agreement, that Executive now owns or holds, or at any time heretofore had, owned, or held, or could, shall or may own or hold to the date hereof.

Executive acknowledges and agrees that the release set forth in this paragraph includes, without limiting its general nature, any such claims which arise out of or are related to his employment or the ending of that employment, including, for example, any and all claims arising out of the Employment Agreement and/or the Resignation Agreement and/or the termination of the Employment Agreement; any and all claims for wrongful termination (in violation of any public policy or otherwise), and any and all claims for discrimination and/or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, age claims under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefits Protection Act of 1990, the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, the California Labor Code, the Wage Orders, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Racketeer Influenced and Corrupt Organizations Act, the Financial Reform Recovery and Enforcement Act of 1989, and/or Section 1981 of Title 42 of the United State Code.

Executive further acknowledges that he is familiar with the provisions of California Civil Code Section 1542 and expressly waives and relinquishes any and all rights or benefits Executive may have under said Section 1542, to the full extent permitted by law. Said Section states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

7. Legal Consultation. Prior to the execution of this Waiver and Release, Executive has had the opportunity to discuss the terms of this Waiver and Release with legal counsel of Executive’s choosing.

8. No Other Agreements. No promise or inducement was made to cause Executive to enter into this Waiver and Release other than the inducements provided herein. Executive has not relied upon any other statement or representation by anyone other than what is in this Waiver and Release as a basis for Executive’s agreement to enter into it.

9. Waiver of Consultation Period. This Waiver and Release sets forth the entire agreement between Executive and the Company, and will bind both party’s heirs, representatives and successors, with respect to the subject matters of this Agreement. This Waiver and Release shall be construed under the laws of the State of California, both procedurally and substantively. If any portion of this Waiver and Release is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining paragraphs or subparagraphs of this Waiver and Release.


Executive has twenty-one (21) days to consider this Waiver and Release, and has been advised to consult with legal counsel prior to signing this Waiver and Release. Executive acknowledges that he or she has had sufficient time to consider the Waiver and Release and to consult with counsel if desired, and hereby waives any claim, objection or defense on the grounds that this Waiver and Release has not been reviewed by legal counsel of his choice.

10. Seven (7) Day Revocation Period. Executive has been advised that this Waiver and Release is revocable by Executive for a period of seven (7) days following Executive’s execution of this Waiver and Release. The revocation by Executive of this Waiver and Release must be in writing, must specifically revoke this Waiver and Release and must be received by the Company prior to the eighth (8th) day following the execution of this Waiver and Release by Executive. This Waiver and Release becomes effective, enforceable and irrevocable on the eighth (8th) day following Executive’s execution of the Waiver and Release.


  CENTER BANK
Dated: May 22, 2007   By:  

/s/    JAE WHAN YOO        

    Chief Executive Officer
Dated: May 22, 2007    

/s/    JAMES HONG        

I received a copy of this Waiver and Release on May 22, 2007.
   

/s/    JAMES HONG        

EX-31.1 4 dex311.htm CERTIFICATION OF CEO Certification of CEO

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jae Whan Yoo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Center Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 25, 2007  

/s/    JAE WHAN YOO        

 

Jae Whan Yoo

President & Chief Executive Officer

(Principal Executive Officer)

EX-31.2 5 dex312.htm CERTIFICATION OF CFO Certification of CFO

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Lonny D. Robinson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Center Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 25, 2007  

/s/    LONNY D. ROBINSON        

   

Lonny D. Robinson

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

EX-32 6 dex32.htm CERTIFICATION OF PERIODIC FINANCIAL REPORT Certification of Periodic Financial Report

EXHIBIT 32

Certification of Principal Executive Officer and Principal Financial Officer

Certification of Periodic Financial Report

Jae Whan Yoo and Lonny D. Robinson hereby certify as follows:

1. They are the Principal Executive Officer and Principal Financial Officer, respectively, of Center Financial Corporation.

2. The Form 10-Q of Center Financial Corporation for the Quarter Ended June 30, 2007 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)) and the information contained in the report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Center Financial Corporation.

 

Dated: July 25, 2007  

/s/    JAE WHAN YOO        

 

Jae Whan Yoo

President & Chief Executive Officer

(Principal Executive Officer)

Dated: July 25, 2007  

/s/    LONNY D. ROBINSON        

 

Lonny D. Robinson

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

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