-----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, TEhFM/KtN+6KIVBmjgtPEQOKGQb3MLXyCmLR72nGwgsrdltq7mZXtmKlzv8s6TGP Xydi1WVU/fu9Qkp1NZD30A== 0001144204-07-059495.txt : 20071109 0001144204-07-059495.hdr.sgml : 20071109 20071109060733 ACCESSION NUMBER: 0001144204-07-059495 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATHAY GENERAL BANCORP CENTRAL INDEX KEY: 0000861842 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 954274680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18630 FILM NUMBER: 071228056 BUSINESS ADDRESS: STREET 1: 777 N BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 BUSINESS PHONE: 2136254700 MAIL ADDRESS: STREET 1: 777 NORTH BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 FORMER COMPANY: FORMER CONFORMED NAME: CATHAY BANCORP INC DATE OF NAME CHANGE: 19930328 10-Q 1 v092775_10q.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________________to ____________________
 
Commission file number 0-18630
 
CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware
 
95-4274680
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

777 North Broadway, Los Angeles, California
 
90012
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (213) 625-4700
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes R  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. (Check one):
 
Large accelerated filer R 
Accelerated filer ¨
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 R
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Common stock, $.01 par value, 49,816,286 shares outstanding as of October 31, 2007.
 
1


CATHAY GENERAL BANCORP AND SUBSIDIARIES
3RD QUARTER 2007 REPORT ON FORM 10-Q
TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
4
   
Item 1. FINANCIAL STATEMENTS (Unaudited)
4
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
40
Item 4. CONTROLS AND PROCEDURES
41
   
PART II - OTHER INFORMATION
41
   
Item 1. LEGAL PROCEEDINGS
41
Item 1A.RISK FACTORS
42
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
42
Item 3. DEFAULTS UPON SENIOR SECURITIES
43
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
43
Item 5. OTHER INFORMATION
43
Item 6. EXHIBITS
44
   
SIGNATURES
45
 
2

 
Forward-Looking Statements
 
In this quarterly Report on Form 10-Q, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively. The statements in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and events. These forward-looking statements may include, but are not limited to, such words as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," "will," "should," "could," "predicts," "potential," "continue," or the negative of such terms and other comparable terminology or similar expressions. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties and other factors include, but are not limited to adverse developments or conditions related to or arising from: 
 
·
expansion into new market areas;
 
·
acquisitions of other banks, if any;
 
·
fluctuations in interest rates;
 
·
demographic changes;
 
·
earthquake or other natural disasters;
 
·
competitive pressures;
 
·
deterioration in asset or credit quality;
·
legislative and regulatory developments;
 
·
changes in business strategy; and
 
·
general economic or business conditions in California and other regions where the Bank has operations.
 
These and other factors are further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, (at Item 1A in particular) its reports and registration statements filed with the Securities and Exchange Commission (“SEC”) and other filings it makes in the future with the SEC from time to time. Actual results in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, we caution readers not to place undue reliance on any forward-looking statements, which speak as of the date of this report. The Company has no intention and undertakes no obligation to update any forward-looking statement or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events. 
 
The Company’s filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov, or by requests directed to Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012, Attn: Investor Relations (213) 625-4749.

3

 
PART I - FINANCIAL INFORMATION
 
Item 1. FINANCIAL STATEMENTS (Unaudited).

CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

   
September 30, 2007
 
December 31, 2006
 
% change
 
   
(In thousands, except share and per share data)
     
Assets
                   
Cash and due from banks
 
$
83,276
 
$
114,798
   
(27
)
Federal funds sold
   
-
   
18,000
   
(100
)
Cash and cash equivalents
   
83,276
   
132,798
   
(37
)
Short-term investments
   
17,152
   
16,379
   
5
 
Securities purchased under agreements to resell
   
360,000
   
-
   
100
 
Long-term certificates of deposit
   
50,000
   
-
   
100
 
Securities available-for sale, at fair value (amortized cost of $2,060,542 at September 30, 2007 and $1,543,667 at December 31, 2006)
   
2,043,529
   
1,522,223
   
34
 
Trading securities
   
10,171
   
5,309
   
92
 
Loans
   
6,439,407
   
5,747,546
   
12
 
Less:  Allowance for loan losses
   
(66,277
)
 
(64,689
)
 
2
 
Unamortized deferred loan fees, net
   
(11,054
)
 
(11,984
)
 
(8
)
Loans, net
   
6,362,076
   
5,670,873
   
12
 
Federal Home Loan Bank stock
   
51,620
   
34,348
   
50
 
Other real estate owned, net
   
374
   
5,259
   
(93
)
Affordable housing investments, net
   
94,669
   
87,289
   
8
 
Premises and equipment, net
   
74,905
   
72,934
   
3
 
Customers’ liability on acceptances
   
32,685
   
27,040
   
21
 
Accrued interest receivable
   
54,313
   
39,267
   
38
 
Goodwill
   
319,873
   
316,752
   
1
 
Other intangible assets, net
   
37,883
   
42,987
   
(12
)
Other assets
   
35,854
   
53,050
   
(32
)
                     
Total assets
 
$
9,628,380
 
$
8,026,508
   
20
 
                     
Liabilities and Stockholders’ Equity
                   
Deposits
                   
Non-interest-bearing demand deposits
 
$
778,690
 
$
781,492
   
(0
)
Interest-bearing deposits:
                   
NOW deposits
   
228,659
   
239,589
   
(5
)
Money market deposits
   
697,721
   
657,689
   
6
 
Savings deposits
   
336,743
   
358,827
   
(6
)
Time deposits under $100,000
   
1,095,348
   
1,007,637
   
9
 
Time deposits of $100,000 or more
   
2,933,645
   
2,630,072
   
12
 
Total deposits
   
6,070,806
   
5,675,306
   
7
 
                     
Federal funds purchased
   
98,000
   
50,000
   
96
 
Securities sold under agreement to repurchase
   
1,108,710
   
400,000
   
177
 
Advances from the Federal Home Loan Bank
   
1,089,680
   
714,680
   
52
 
Other borrowings
   
3,351
   
10,000
   
(66
)
Other borrowings for affordable housing investments
   
19,670
   
19,981
   
(2
)
Long-term debt
   
171,136
   
104,125
   
64
 
Acceptances outstanding
   
32,685
   
27,040
   
21
 
Minority interest in consolidated subsidiary
   
8,500
   
8,500
   
-
 
Other liabilities
   
76,923
   
73,802
   
4
 
Total liabilities
   
8,679,461
   
7,083,434
   
23
 
Commitments and contingencies
   
-
   
-
   
-
 
Stockholders’ Equity
                   
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued
   
-
   
-
   
-
 
Common stock, $0.01 par value, 100,000,000 shares authorized, 53,471,096 issued and 49,813,181 outstanding at September 30, 2007 and 53,309,317 issued and 51,930,955 outstanding at December 31, 2006
   
535
   
533
   
0
 
Additional paid-in-capital
   
477,039
   
467,591
   
2
 
Accumulated other comprehensive loss, net
   
(9,860
)
 
(12,428
)
 
(21
)
Retained earnings
   
591,424
   
520,689
   
14
 
Treasury stock, at cost (3,657,915 shares at September 30, 2007 and 1,378,362 shares at December 31, 2006)
   
(110,219
)
 
(33,311
)
 
231
 
Total stockholders’ equity
   
948,919
   
943,074
   
1
 
Total liabilities and stockholders’ equity
 
$
9,628,380
 
$
8,026,508
   
20
 
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
 
4

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
 
   
Three months ended September 30,
 
Nine months ended September 30,
 
   
2007
 
2006
 
2007
 
2006
 
   
(In thousands, except share and per share data)
 
INTEREST AND DIVIDEND INCOME
                         
Loan receivable, including loan fees
 
$
123,925
 
$
110,321
 
$
356,841
 
$
304,566
 
Investment securities- taxable
   
25,127
   
17,779
   
71,381
   
46,305
 
Investment securities- nontaxable
   
443
   
687
   
1,625
   
2,116
 
Federal Home Loan Bank stock
   
639
   
383
   
1,689
   
1,100
 
Agency preferred stock
   
174
   
295
   
512
   
799
 
Federal funds sold and securities purchased under agreements to resell
   
7,615
   
30
   
15,382
   
160
 
Deposits with banks
   
1,248
   
105
   
3,288
   
259
 
 
                         
Total interest and dividend income
   
159,171
   
129,600
   
450,718
   
355,305
 
 
                         
INTEREST EXPENSE
                         
Time deposits of $100,000 or more
   
34,475
   
27,983
   
97,527
   
73,810
 
Other deposits
   
20,068
   
15,376
   
56,739
   
37,983
 
Securities sold under agreements to repurchase
   
9,865
   
4,658
   
23,126
   
11,183
 
Advances from Federal Home Loan Bank
   
11,472
   
8,621
   
34,930
   
19,315
 
Long-term debt
   
3,182
   
1,207
   
8,057
   
3,359
 
Short-term borrowings
   
282
   
1,072
   
1,263
   
2,780
 
 
                         
Total interest expense
   
79,344
   
58,917
   
221,642
   
148,430
 
 
                         
Net interest income before provision for loan losses
   
79,827
   
70,683
   
229,076
   
206,875
 
Provision/(Reversal) for loan losses
   
2,200
   
(1,000
)
 
5,300
   
2,000
 
 
                         
Net interest income after provision for loan losses
   
77,627
   
71,683
   
223,776
   
204,875
 
                           
NON-INTEREST INCOME
                         
Securities gains, net
   
88
   
206
   
268
   
236
 
Letters of credit commissions
   
1,622
   
1,441
   
4,349
   
4,046
 
Depository service fees
   
1,146
   
1,138
   
3,529
   
3,630
 
Gains from sale of premises and equipment
   
2,705
   
-
   
2,714
   
-
 
Other operating income
   
3,298
   
2,619
   
10,045
   
8,317
 
 
                         
Total non-interest income
   
8,859
   
5,404
   
20,905
   
16,229
 
 
                         
NON-INTEREST EXPENSE
                         
Salaries and employee benefits
   
16,893
   
15,949
   
50,756
   
46,060
 
Occupancy expense
   
3,159
   
2,637
   
9,035
   
7,444
 
Computer and equipment expense
   
2,432
   
1,876
   
7,209
   
5,544
 
Professional services expense
   
2,388
   
2,176
   
6,659
   
5,396
 
FDIC and State assessments
   
284
   
259
   
804
   
761
 
Marketing expense
   
608
   
723
   
2,413
   
2,328
 
Other real estate owned expense
   
23
   
16
   
284
   
513
 
Operations of affordable housing investments
   
2,540
   
1,429
   
4,928
   
4,027
 
Amortization of core deposit intangibles
   
1,767
   
1,801
   
5,298
   
4,778
 
Other operating expense
   
3,128
   
2,517
   
8,350
   
6,928
 
 
                         
Total non-interest expense
   
33,222
   
29,383
   
95,736
   
83,779
 
 
                         
Income before income tax expense
   
53,264
   
47,704
   
148,945
   
137,325
 
Income tax expense
   
19,258
   
17,046
   
54,392
   
50,279
 
Net income
   
34,006
   
30,658
   
94,553
   
87,046
 
Other comprehensive income, net of tax
                     
Unrealized holding gains arising during the period
   
5,968
   
12,181
   
2,358
   
1,040
 
Less: reclassification adjustments included in net income
   
(10
)
 
133
   
(210
)
 
109
 
Total other comprehensive income, net of tax
   
5,978
   
12,048
   
2,568
   
931
 
Total comprehensive income
 
$
39,984
 
$
42,706
 
$
97,121
 
$
87,977
 
 
                         
Net income per common share:
                         
Basic
 
$
0.68
 
$
0.60
 
$
1.87
 
$
1.71
 
Diluted
 
$
0.67
 
$
0.59
 
$
1.84
 
$
1.69
 
 
                         
Cash dividends paid per common share
 
$
0.105
 
$
0.090
 
$
0.300
 
$
0.270
 
Basic average common shares outstanding
   
49,828,379
   
51,507,434
   
50,683,650
   
51,046,270
 
Diluted average common shares outstanding
   
50,417,332
   
52,111,032
   
51,283,317
   
51,637,975
 
 
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
 
5

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended September 30
 
   
2007
 
2006
 
   
(In thousands)
 
Cash Flows from Operating Activities
             
Net income
 
$
94,553
 
$
87,046
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Provision for loan losses
   
5,300
   
2,000
 
Provision for losses on other real estate owned
   
210
   
283
 
Deferred tax benefit
   
(3,162
)
 
(1,938
)
Depreciation
   
3,183
   
2,698
 
Net gains on sale of other real estate owned
   
(29
)
 
-
 
Net gains on sale of loans held for sale
   
(125
)
 
(213
)
Proceeds from sale of loans held for sale
   
2,532
   
4,232
 
Originations of loans held for sale
   
(2,375
)
 
(3,934
)
Purchase of trading securities
   
(5,000
)
 
-
 
Write-downs on venture capital investments
   
630
   
876
 
Gain on sales and calls of securities
   
(268
)
 
(236
)
Decrease / (increase) in fair value of warrants
   
90
   
(909
)
Other non-cash interest
   
190
   
860
 
Amortization of security premiums, net
   
1,310
   
2,806
 
Amortization of intangibles
   
5,474
   
4,865
 
Excess tax benefit from stock options
   
(503
)
 
(411
)
Stock based compensation expense
   
5,694
   
6,016
 
Gain on sale of premises and equipment
   
(2,714
)
 
-
 
Increase in accrued interest receivable
   
(14,775
)
 
(8,074
)
Decrease in other assets, net
   
2,238
   
3,618
 
Increase in other liabilities
   
10,447
   
7,504
 
 
             
Net cash provided by operating activities
   
102,900
   
107,089
 
 
             
Cash Flows from Investing Activities
             
Increase in short-term investments
   
(773
)
 
-
 
Increase in long-term certificates of deposit
   
(50,000
)
 
-
 
Increase in securities purchased under agreements to resell
   
(360,000
)
 
-
 
Purchase of investment securities available-for-sale
   
(944,144
)
 
(388,101
)
Proceeds from maturity and call of investment securities available-for-sale
   
231,465
   
78,175
 
Proceeds from sale of investment securities available-for-sale
   
101,169
   
5,408
 
Proceeds from repayment and sale of mortgage-backed securities available-for-sale
   
107,909
   
124,167
 
Exercise of warrants to acquire common stock
   
-
   
(2,209
)
Proceeds from sale of common stock acquired from exercise of warrants
   
-
   
3,679
 
Purchase of Federal Home Loan Bank stock
   
(15,248
)
 
(5,312
)
Redemption of Federal Home Loan Bank stock
   
1,093
   
1,295
 
Net increase in loans
   
(654,072
)
 
(660,002
)
Purchase of premises and equipment
   
(6,907
)
 
(17,208
)
Proceeds from sales of premises and equipment
   
6,948
   
-
 
Proceeds from sale of other real estate owned
   
1,717
   
-
 
Net increase in investment in affordable housing
   
(10,873
)
 
(5,668
)
Acquisitions, net of cash acquired
   
(3,655
)
 
(25,810
)
 
             
Net cash used in investing activities
   
(1,595,371
)
 
(891,586
)
 
             
Cash Flows from Financing Activities
             
Net decrease in demand deposits, NOW accounts, money market and saving deposits
   
(10,769
)
 
(64,210
)
Net increase in time deposits
   
352,103
   
321,401
 
Net increase in federal funds purchased and securities sold under agreement to repurchase
   
756,710
   
91,000
 
Advances from Federal Home Loan Bank
   
2,668,000
   
2,097,230
 
Repayment of Federal Home Loan Bank borrowings
   
(2,293,000
)
 
(1,717,050
)
Cash dividends
   
(15,294
)
 
(13,786
)
Proceeds from other borrowings
   
22,351
   
15,000
 
Repayment of other borrowings
   
(29,000
)
 
-
 
Issuance of long term debt
   
65,000
   
50,000
 
Proceeds from shares issued to Dividend Reinvestment Plan
   
1,837
   
2,002
 
Proceeds from exercise of stock options
   
1,416
   
1,873
 
Excess tax benefits from share-based payment arrangements
   
503
   
411
 
Purchases of treasury stock
   
(76,908
)
 
-
 
 
             
Net cash provided by financing activities
   
1,442,949
   
783,871
 
 
             
Decrease in cash and cash equivalents
   
(49,522
)
 
(626
)
Cash and cash equivalents, beginning of the period
   
132,798
   
109,275
 
 
             
Cash and cash equivalents, end of the year
 
$
83,276
 
$
108,649
 
 
             
 
             
Supplemental disclosure of cash flow information
             
Cash paid during the period:
             
Interest
 
$
217,353
 
$
138,921
 
Income taxes
 
$
51,679
 
$
53,134
 
Non-cash investing and financing activities:
             
Net change in unrealized holding loss on securities available-for-sale, net of tax
 
$
2,568
 
$
931
 
Cumulative effect adjustment as result of adoption of FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes
 
$
(8,524
)
$
-
 
Transfers to other real estate owned
 
$
373
 
$
3,087
 
Loans to facilitate the sale of other real estate owned
 
$
3,360
 
$
-
 
Loans to facilitate the sale of fixed assets
 
$
1,940
 
$
-
 
 
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
6

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Business

Cathay General Bancorp (the “Bancorp”) is the holding company for Cathay Bank (the “Bank”), six limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc., (together the “Company” or “we”, “us,” or “our”). The Bancorp also owns 100% of the common stock of five statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. As of October 31, 2007, the Bank operates twenty one branches in Southern California, ten branches in Northern California, three branches in Washington State, nine branches in New York State, one branch in Massachusetts, two branches in Texas, three branches in Illinois, one branch in New Jersey, one branch in Hong Kong, and representative offices in Taipei and Shanghai.

2. Acquisitions and Investments
 
We continue to look for opportunities to expand the Bank’s branch network by seeking new branch locations and/or by acquiring other financial institutions to diversify our customer base in order to compete for new deposits and loans, and to be able to serve our customers more effectively. At the close of business on March 30, 2007, the Company completed the acquisition of New Jersey-based United Heritage Bank (“UHB”) for cash of $9.4 million. As of March 30, 2007, UHB had $58.9 million in assets and $4.3 million in stockholders’ equity.
 
The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The assets acquired and liabilities assumed were recorded by the Company at their fair values as of March 31, 2007:
 
   
United Heritage Bank
 
Assets acquired:
 
 
 
Cash and cash equivalents
 
$
5,745
 
Securities available-for-sale
   
14,305
 
Loans, net
   
37,681
 
Premises and equipment, net
   
432
 
Goodwill
   
3,878
 
Core deposit intangible
   
341
 
Other assets
   
2,371
 
 
       
Total assets acquired
   
64,753
 
       
Liabilities assumed:
       
Deposits
   
54,166
 
Accrued interest payable
   
9
 
Other liabilities
   
1,178
 
Total liabilities assumed
   
55,353
 
Net assets acquired and cash paid
 
$
9,400
 
 
No loans acquired as part of the acquisition of UHB were determined to be impaired and therefore no loans were within the scope of Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. In addition, the estimated other costs related to the acquisition were recorded as a liability at closing when allocating the related purchase price. The purchase price allocation is still subject to final determination and valuation of the fair value of assets acquired and liabilities assumed.
 
7

 
For each acquisition, we developed an integration plan for the consolidated company that addressed, among other things, requirements for staffing, systems platforms, branch locations and other facilities. The established plans are evaluated regularly during the integration process and modified as required. Merger and integration expenses are summarized in the following primary categories: (i) severance and employee-related charges; (ii) system conversion and integration costs, including contract termination charges; (iii) asset write-downs, lease termination costs for abandoned space and other facilities-related costs; and (iv) other charges. Other charges include investment banking fees, legal fees, other professional fees relating to due diligence activities and expenses associated with preparation of securities filings, as appropriate. Costs associated with exiting activities and without future economic benefit were included in the allocation of the purchase price at the acquisition date based on our formal integration plans. Goodwill increased by $3.1 million to $319.9 million at September 30, 2007 from $316.8 million at December 30, 2006, primarily due to the UHB acquisition.
 
The following table presents the activity in the merger-related liability account that was allocated to the purchase price as of September 30, 2007:

 
 
Severance and
 
Asset
 
Legal and
 
Lease
     
(Dollar in thousands)
 
Employee-related
 
Write-downs
 
Professional Fees
 
Liability
 
Total
 
Balance at December 31, 2006
 
$
37
 
$
-
 
$
5
 
$
778
 
$
820
 
United Heritage Bank acquisition
   
300
   
17
   
421
   
-
   
738
 
Non-cash write-downs and other
   
-
   
(17
)
 
-
   
-
   
(17
)
Cash outlays
   
(49
)
 
-
   
(426
)
 
(118
)
 
(593
)
Balance at September 30, 2007
 
$
288
 
$
-
 
$
-
 
$
660
 
$
948
 
 
3. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
 
8

 
The preparation of the consolidated financial statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant estimate subject to change relates to the allowance for loan losses.

4. Recent Accounting Pronouncements
 
SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140." (“SFAS 155”) amends SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 155 (i) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (ii) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133, (iii) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (iv) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and (v) amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for the Company on January 1, 2007. There was no material impact on the Company's financial statements from adoption of this standard.
 
SFAS No. 156, "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140" (“SFAS 156”) amends SFAS 140. "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement No. 125," by requiring, in certain situations, an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract. All separately recognized servicing assets and servicing liabilities are required to be initially measured at fair value. Subsequent measurement methods include the amortization method, whereby servicing assets or servicing liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss or the fair value method, whereby servicing assets or servicing liabilities are measured at fair value at each reporting date and changes in fair value are reported in earnings in the period in which they occur. If the amortization method is used, an entity must assess servicing assets or servicing liabilities for impairment or increased obligation based on the fair value at each reporting date. SFAS 156 is effective for the Company on January 1, 2007. There was no material impact on the Company’s consolidated financial statements from adoption of this standard.
 
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the definition of fair value, together with a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement and requires a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. Market participant assumptions include assumptions about the risk, the effect of a restriction on the sale or use of an asset, and the effect of a nonperformance risk for a liability. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not completed its analysis to determine the impact on the Company’s consolidated financial statements from adoption of SFAS 157.
 
9

 
In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits a business entity to choose to measure financial instruments and certain other items at fair value to mitigate volatility in reported earnings caused by measuring financial instruments differently without having to apply complex hedge accounting provisions. The fair value option may be applied instrument by instrument, is irrevocable and is applied only to entire instruments. Following the initial fair value measurement date, a business entity shall report unrealized gains and losses on financial instruments for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not completed its analysis to elect the fair value option on the Company’s consolidated financial statements at the date of adoption of SFAS 159.
 
5. Earnings per Share

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.
 
Outstanding stock options with anti-dilutive effect were not included in the computation of diluted earnings per share. The following table sets forth the basic and diluted earnings per share calculations and the average shares of stock options with anti-dilutive effect:
 
   
For the three months ended September 30,
 
For the nine months ended September 30,
 
(Dollars in thousands, except share and per share data)
 
2007
 
2006
 
2007
 
2006
 
Net income
 
$
34,006
 
$
30,658
 
$
94,553
 
$
87,046
 
                           
Weighted-average shares:
                         
Basic weighted-average number of common shares outstanding
   
49,828,379
   
51,507,434
   
50,683,650
   
51,046,270
 
Dilutive effect of weighted-average outstanding common shares equivalents
                         
Stock Options
   
580,602
   
597,959
   
593,503
   
586,044
 
Restricted Stock
   
8,351
   
5,639
   
6,164
   
5,661
 
Diluted weighted-average number of common shares outstanding
   
50,417,332
   
52,111,032
   
51,283,317
   
51,637,975
 
                           
Average shares of stock options with anti-dilutive effect
   
1,438,436
   
1,481,394
   
1,446,152
   
1,526,181
 
Earnings per share:
                         
Basic
 
$
0.68
 
$
0.60
 
$
1.87
 
$
1.71
 
Diluted
 
$
0.67
 
$
0.59
 
$
1.84
 
$
1.69
 
 
10

 
6. Stock-Based Compensation
 
In 1998, the Board adopted the Cathay Bancorp, Inc. Equity Incentive Plan. Under the Equity Incentive Plan, as amended in September, 2003, directors and eligible employees may be granted incentive or non-statutory stock options, or awarded non-vested stock, for up to 7,000,000 shares of the Company’s common stock on a split adjusted basis. In May 2005, the stockholders of the Company approved the 2005 Incentive Plan which provides that 3,131,854 shares of the Company’s common stock may be granted as incentive or non-statutory stock options, or as non-vested stock. In conjunction with the approval of the 2005 Incentive Plan, Bancorp agreed to cease granting awards under the Equity Incentive Plan. As of September 30, 2007, the only options granted by the Company under the 2005 Incentive Plan were non-statutory stock options to selected bank officers and non-employee directors at exercise prices equal to the fair market value of a share of the Company’s common stock on the date of grant. Such options have a maximum ten-year term and vest in 20% annual increments (subject to early termination in certain events) except for 245,060 shares granted to the Company’s Chief Executive Officer on March 22, 2005 of which 30% vested immediately, 10% vested on November 20, 2005 and an additional 20% would vest on November 20, 2006, 2007 and 2008, respectively, and 264,694 shares granted to the Company’s Chief Executive Officer on May 22, 2005 of which 40% vested on November 20, 2005 and an additional 20% would vest on November 20, 2006, 2007, and 2008, respectively. If such options expire or terminate without having been exercised, any shares not purchased will again be available for future grants or awards. Stock options are typically granted in the first quarter of the year. The Company has not yet awarded stock options in 2007 because it is considering changes to its stock option program. The Company expects to issue new shares to satisfy stock option exercises.
 
Stock-based compensation expense for stock options is calculated based on the fair value of the award at the grant date for those options expected to vest, and is recognized as an expense over the vesting period of the grant. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company’s stock, expected dividends on the stock and a risk-free interest rate. The Company estimates the expected volatility based on the Company’s historical stock prices for the period corresponding to the expected life of the stock options. Option compensation expense totaled $5.2 million for the nine months ended September 30, 2007 and $5.8 million for the nine months ended September 30, 2006. For the three months ended September 30, option compensation expense totaled $1.7 million for 2007 and $2.0 million for 2006. Stock-based compensation is recognized ratably over the requisite service period for all awards. Unrecognized stock-based compensation expense related to stock options totaled $14.8 million at September 30, 2007 and is expected to be recognized over the next 2.6 years.
 
11

 
The weighted average per share fair value on the date of grant of the options granted was $13.46 during the first nine months of 2006. There were no options granted during the first nine months of 2007 and during the third quarter of 2006. The Company estimated the expected life of the options based on the average of the contractual period and the vesting period. The fair value of stock options has been determined using the Black-Scholes option pricing model with the following assumptions:
 
   
Nine months ended
 
   
September 30, 2006
 
Expected life- number of years
   
6.50
 
Risk-free interest rate
   
4.39
%
Volatility
   
33.17
%
Dividend yield
   
1.20
%
 
During the nine months period, exercised option shares were 84,236 shares in 2007 and 89,776 shares in 2006. Exercised options shares were 6,000 shares for the third quarter of 2007 and 18,694 shares for the third quarter of 2006. The table below summarizes cash received and aggregate intrinsic value from options exercised:
 
   
For the three months ended September 30,
 
For the nine months ended September 30,
 
(In thousands, except shares)
 
2007
 
2006
 
2007
 
2006
 
Shares of option exercised
   
6,000
   
18,694
   
84,236
   
89,776
 
Cash received from option exercised
 
$
75
 
$
377
 
$
1,416
 
$
1,873
 
Aggregate intrinsic value for option exercised
 
$
132
 
$
315
 
$
1,420
 
$
1,442
 
 
The following table presents the fair value of stock options vested for the period indicated:
 
   
2007
 
2006
 
(In thousands, except shares)
 
Vested Shares
 
Fair Value
 
Vested Shares
 
Fair Value
 
1st Quarter
   
504,539
 
$
5,079
   
514,398
 
$
4,393
 
2nd Quarter
   
11,000
 
$
108
   
9,200
 
$
73
 
3rd Quarter
   
-
 
$
-
   
-
 
$
-
 
 
The table below summarizes stock option activity for the periods indicated:

       
 
 
Weighted-Average
 
Aggregate
 
       
Weighted-Average
 
Remaining Contractual
 
Intrinsic
 
   
Shares
 
Exercise Price
 
Life (in years)
 
Value (in thousands)
 
Balance at December 31, 2006
   
4,783,027
 
$
28.09
   
7.0
 
$
34,011
 
 
                         
Granted
   
-
   
-
             
Forfeited
   
(9,706
)
 
36.19
             
Exercised
   
(63,522
)
 
16.22
             
 
                         
Balance at March 31, 2007
   
4,709,799
 
$
28.24
   
6.8
 
$
31,114
 
 
                         
Granted
   
-
   
-
             
Forfeited
   
(17,642
)
 
32.67
             
Exercised
   
(14,714
)
 
21.06
             
 
                         
Balance at June 30, 2007
   
4,677,443
 
$
28.24
   
6.5
 
$
30,869
 
 
                         
Granted
   
-
   
-
             
Forfeited
   
(11,026
)
 
36.42
             
Exercised
   
(6,000
)
 
12.56
             
 
                         
Balance at September 30, 2007
   
4,660,417
 
$
28.24
   
6.3
 
$
29,160
 
 
                         
Exercisable at September 30, 2007
   
2,761,629
 
$
25.42
   
5.6
 
$
20,978
 
 
At September 30, 2007, 2,247,433 shares were available under the Company’s 2005 Incentive Plan for future grants.
 
12

 
The Company has granted non-vested stock to its Chairman of the Board, President, and Chief Executive Officer. The shares vest ratably over certain years if certain annual performance criteria are met. The following table presents information relating to the non-vested stock grants as of September 30, 2007:
 
   
Grant date
 
Grant date
 
   
January 25, 2006
 
January 31, 2007
 
Grant shares
   
30,000
   
20,000
 
Vested ratably over
   
3 years
   
2 years
 
Price per share at grant
 
$
36.24
 
$
34.66
 
Vested shares
   
10,000
   
-
 
Unvested shares
   
20,000
   
20,000
 
 
The stock compensation expense recorded related to non-vested stock above was $503,000 for the nine months ended September 30, 2007, and $242,000 for the nine months ended September 30, 2006. For the three months ended September 30, non-vested stock compensation expense was $177,000 for 2007 and $91,000 for 2006. Unrecognized stock-based compensation expense related to non-vested stock awards was $945,000 at September 30, 2007, and is expected to be recognized over the next 1.3 years.
 
Prior to 2006, the Company presented the entire amount of the tax benefit on options exercised as operating activities in the consolidated statements of cash flows. After adoption of SFAS No. 123R in January 2006, the Company reports only the benefits of tax deductions in excess of grant-date fair value as cash flows from financing activity. The following table summarizes the tax benefit from options exercised:
 
   
For the three months ended September 30,
 
For the nine months ended September 30,
 
(Dollars in thousands)
 
2007
 
2006
 
2007
 
2006
 
 
                         
Benefit of tax deductions in excess of grant-date fair value
 
$
53
 
$
48
 
$
503
 
$
411
 
Benefit of tax deductions on
                         
grant-date fair value
   
3
   
84
   
94
   
195
 
Total benefit of tax deductions
 
$
56
 
$
132
 
$
597
 
$
606
 
 
7. Securities Purchased Under Agreements to Resell
 
For the first nine months in 2007, the Company entered into seven long-term resale agreements totaling $350.0 million. The agreements have terms of ten years with interest rates ranging from 8.10%, to 9.12%. The counterparty has the right to a quarterly call. Among these agreements, $150.0 million are callable after the first year and $200.0 million are callable after the first three months anniversary. When the callable term starts if certain conditions are met, there may be no interest earned for those days when the certain conditions are met. The collateral for these resale agreements consists of U.S. Government agency securities. In addition to long-term agreements, in July 2007, the Company entered into a $10 million 180-day short term resale agreement at a rate of 5.20%.
 
13

 
As of September 30, 2007, securities purchased under agreements to resell totaled $360.0 million at a weighted average interest rate of 8.43%. In October 2007, $150.0 million of these securities purchased under agreements to resell were called. 
 
8. Commitments and Contingencies

In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans, or through commercial or standby letters of credit, and financial guarantees. Those instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying condensed consolidated balance sheets. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.
 
The Company's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The following table summarizes the outstanding commitments as of the dates indicated:
 
(In thousands)
 
At September 30, 2007
 
At December 31, 2006
 
Commitments to extend credit
 
$
2,330,514
 
$
2,178,640
 
Standby letters of credit
   
69,085
   
81,292
 
Other letters of credit
   
86,017
   
79,803
 
Bill of lading guarantees
   
646
   
223
 
Total
 
$
2,486,262
 
$
2,339,958
 
 
As of September 30, 2007, $23.7 million unfunded commitments for affordable housing limited partnerships were recorded under other liabilities.

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment agreement. These commitments generally have fixed expiration dates and the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management's credit evaluation of the borrowers. Letters of credit, including standby letters of credit and bill of lading guarantees, are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing these types of instrument is essentially the same as that involved in making loans to customers.
 
14

 
9. Securities Sold Under Agreements to Repurchase
 
The Company has entered into long-term transactions involving the sale of securities under repurchase agreements which total $1.1 billion at September 30, 2007, and $400.0 million at December 31, 2006. Seventeen agreements totaling $900.0 million are with initial floating rates for a period of time ranging from six months to one year, with the floating rates ranging from the three-month LIBOR minus 100 basis points to the three-month LIBOR minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.29% to 5.07%. After the initial floating rate term, the counterparties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. Two agreements of $50.0 million each are with initial fixed rates of 3.33% and 3.50%, respectively, for six months. For the remainder of the seven year term, the rates float at 8% minus the three-month LIBOR rate with a maximum rate of 3.75% and minimum rate of 0.0%. After the initial fixed rate term, the counterparties have the right to terminate the transaction at par at the floating rate reset date and quarterly thereafter. The Company may be required to provide additional collateral for the repurchase agreements. In addition, there were three short term repurchase agreements totaling $108.7 million which will mature in the fourth quarter of 2007 with a weighted average interest rate of 5.45% at September 30, 2007.
 
Securities sold under agreements to repurchase total $1.1 billion at a weighted average interest rate of 3.74% at September 30, 2007 compared to $400.0 million at a weighted average interest rate of 4.40% at December 31, 2006. 
 
At September 30, 2007, seven repurchase agreements totaling $350.0 million were callable but had not been called. Two repurchase agreements for $50.0 million each bear fixed interest rates of 4.75% and 4.79%, respectively, until their final maturities in March 2011. Five repurchase agreements of $50.0 million each bear fixed interest rates ranging from 4.29% to 4.61%, until their final maturities in the first half of 2014.
 
10. Line of Credit and Subordinated Note
 
On May 31, 2005, the Bancorp entered into a $30.0 million 364-day unsecured revolving loan agreement with a commercial bank bearing an interest rate of LIBOR plus 90 basis points and a commitment fee of 12.5 basis points on unused commitments. This loan was paid off in April 2007.
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt in a private placement transaction. This instrument matures on September 29, 2016 and bears interest at a per annum rate based on the three month LIBOR plus 110 basis points, payable on a quarterly basis. At September 30, 2007, the per annum interest rate on the subordinated debt was 6.30%. The subordinated debt was issued through the Bank and qualifies as Tier 2 capital for regulatory reporting purposes and is included in long-term debt in the accompanying condensed consolidated statement of financial condition.
 
11. Junior Subordinated Debt
 
The Bancorp issued junior subordinated debt securities of $46.4 million on March 30, 2007, and $20.6 million on May 31, 2007, in connection with pooled offerings of trust preferred securities by two newly formed and wholly-owned subsidiaries, Cathay Capital Trust III and Cathay Capital Trust IV, both of which are Delaware statutory business trusts.
 
15

 
On March 30, 2007, Cathay Capital Trust III issued and sold $45.0 million of trust preferred securities in a private placement to institutional investors and $1.4 million of common securities to the Bancorp. Similarly, on May 31, 2007, Cathay Capital Trust IV issued and sold $20.0 million of trust preferred securities in a private placement to institutional investors and $619,000 of common securities to the Bancorp.
 
The trust preferred securities issued by Cathay Capital Trust III have a scheduled maturity of June 15, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 148 basis points, payable on a quarterly basis. The trust preferred securities issued by Cathay Capital Trust IV have a scheduled maturity of September 6, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 140 basis points, payable on a quarterly basis. The Bancorp acts as a guarantor on the payment of certain obligations associated with these trust preferred securities.
 
Cathay Capital Trust III and Cathay Capital Trust IV used the proceeds from the sale of these trust preferred and common securities to purchase junior subordinated debt securities of the Bancorp that have identical maturity and payment terms as the respective trust preferred securities issued by these trusts.
 
Interest on the Bancorp's junior subordinated debt securities may be deferred at any time or from time-to-time for a period not exceeding 20 consecutive quarterly payments, provided there is no event of default and the deferral does not extend beyond maturity. If the Bancorp elects to defer interest on the junior subordinated debt securities, or if a default occurs, the Bancorp will generally not be able to declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Bancorp's common stock. The entire principal of the junior subordinated debt securities may become due and payable immediately if an event of default occurs.
 
At September 30, 2007, junior subordinated debt securities totaled $121.1 million with a weighted average interest rate of 7.73%. The junior subordinated debt issued qualifies as Tier 1 capital for regulatory reporting purposes.
 
12. Implementation of FASB Interpretation No. 48
 
As previously disclosed, on December 31, 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). While the Company continues to believe that the tax benefits recorded in 2000, 2001, and 2002 with respect to its regulated investment company were appropriate and fully defensible under California law, the Company participated in Option 2 of the Voluntary Compliance Initiative of the Franchise Tax Board, and paid all California taxes and interest on these disputed 2000 through 2002 tax benefits, and at the same time filed a claim for refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy-related penalty should the FTB prevail in its position in addition to the risk of not being successful in its refund claims.
 
The FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) which requires that the amount of recognized tax benefit should be the maximum amount which is more-likely-than-not to be realized and that amounts previously recorded that do not meet the requirements of FIN 48 be charged as a cumulative effect adjustment to retained earnings. As of December 31, 2006, the Company reflected a $12.1 million net state tax receivable related to payments it made in April 2004 under the Voluntary Compliance Initiative program for the years 2000, 2001, and 2002, after giving effect to reserves for loss contingencies on the refund claims. The Company has determined that its refund claim related to its regulated investment company is not more-likely-than-not to be realized and consequently, charged a total of $8.5 million, comprised of the $7.9 million after tax amount related to its refund claims as well as a $0.6 million after tax amount related to California Net Operating Losses generated in 2001 as a result of its regulated investment company, to the balance of retained earnings as of the January 1, 2007, effective date of FIN 48.
 
16

 
At the January 1, 2007 adoption date of FIN 48, the total amount of the Company’s unrecognized tax benefits was $5.5 million, of which $1.7 million, if recognized, would affect the effective tax rate. The Company recognized interest and penalties accrued related to unrecognized tax benefits in income tax expense. At January 1, 2007, the adoption date of FIN 48, the total amount of accrued interest and penalties was $1.7 million.
 
The Company’s tax returns are open for audits by the Internal Revenue Service back to 2003 and by the Franchise Tax Board of the State of California back to 2000. The Company is currently under audit by the California Franchise Tax Board for the years 2000 to 2002. During the second quarter of 2007, the Internal Revenue Service completed an examination of the Company’s 2004 and 2005 tax returns and did not propose any adjustments deemed to be material.
 
13. Stock Repurchase Program

During the third quarter of 2007, the Company repurchased 175,500 shares of its common stock for $5.4 million, or $30.77 average cost per share. For the nine months ended September 30, 2007, the Company repurchased 2,279,553 shares of its common stock for $76.9 million, or $33.74 average cost per share. At September 30, 2007, 172,150 shares remain under the Company’s May 8, 2007, repurchase program.
 
From October 30, 2007 to November 2, 2007, the Company repurchased 172,150 shares of its common stock for $5.1 million, or $29.66 average cost per share and thereby completed its May 2007 repurchase program. From January 1, 2007 to November 2, 2007, the Company repurchased 2,451,703 shares of its common stock for $82.0 million, or $33.45 average cost per share.
 
14. Premises and Equipment

On September 27, 2007, the Company sold the $3.6 million bank owned property that formerly housed a Bank branch and recognized a gain on sale of $2.7 million. This property was transferred from premises and equipment when management decided to sell this property.
 
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion is given based on the assumption that the reader has access to and has read the Annual Report on Form 10-K for the year ended December 31, 2006, of Cathay General Bancorp (“Bancorp”) and its wholly-owned subsidiary Cathay Bank (the “Bank” and, together, the “Company” or “we”, “us,” or “our”).
 
17

 
Critical Accounting Policies

The discussion and analysis of the Company’s unaudited condensed consolidated balance sheets and results of operations are based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Accounting for the allowance for loan losses involves significant judgments and assumptions by management, which have a material impact on the carrying value of net loans; management considers this accounting policy to be a critical accounting policy. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances as described under the heading “Accounting for the allowance for loan losses” under Item 7 to Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Accounting for investment securities involves significant judgments and assumptions by management, which have a material impact on the carrying value of securities and the recognition of any “other-than-temporary” impairment to our investment securities. The judgments and assumptions used by management are described under the heading “Investment Securities” under Item 7 to Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Accounting for income taxes involves significant judgments and assumptions by management, which have a material impact on the amount of taxes currently payable and the income tax expense recorded in the financial statements. The judgments and assumptions used by management are described under the heading “Income Taxes” under Item 7 to Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

HIGHLIGHTS

·
Third quarter earnings increased $3.3 million, or 10.9%, compared to the same quarter a year ago.
·
Third quarter diluted earnings per share reached $0.67, increasing 13.6%, compared to $0.59 per share the same quarter a year ago.
·
Return on average assets was 1.46% for the quarter ended September 30, 2007, compared to 1.40% for the quarter ended June 30, 2007 and compared to 1.60% for the same quarter a year ago.
·
Return on average stockholders’ equity was 14.45% for the quarter ended September 30, 2007, compared to 13.13% for the quarter ended June 30, 2007, and compared to 13.76% for the same quarter a year ago.
·
Gross loans increased by $264.6 million, or 4.3%, from $6.2 billion at June 30, 2007, to $6.4 billion at September 30, 2007.
·
Deposits totaled $6.1 billion at September 30, 2007, which increased by $228.8 million, or 3.9%, from $5.8 billion at June 30.
 
18

 
Income Statement Review

Net Income
 
Net income was $34.0 million, or $0.67, per diluted share for the third quarter of 2007, a $3.3 million, or 10.9%, increase compared with net income of $30.7 million, or $0.59, per diluted share for the same quarter a year ago. Return on average assets was 1.46% and return on average stockholders’ equity was 14.45% for the third quarter of 2007 compared with a return on average assets of 1.60% and a return on average stockholders’ equity of 13.76% for the three months ended September 30, 2006.
 
Financial Performance

   
Third Quarter 2007
 
Third Quarter 2006
 
           
Net income
 
$
34.0 million
 
$
30.7 million
 
Basic earnings per share
 
$
0.68
 
$
0.60
 
Diluted earnings per share
 
$
0.67
 
$
0.59
 
Return on average assets
   
1.46
%
 
1.60
%
Return on average stockholders’ equity
   
14.45
%
 
13.76
%
Efficiency ratio
   
37.46
%
 
38.62
%

Net Interest Income Before Provision for Loan Losses
 
The comparability of financial information is affected by our acquisitions. Operating results included the operations of acquired entities from the date of acquisition.
 
Net interest income before provision for loan losses increased $9.1 million, or 12.9%, to $79.8 million during the third quarter of 2007 from $70.7 million during the same quarter a year ago. The increase was due primarily to the strong growth in loans and securities.
 
The net interest margin, on a fully taxable-equivalent basis, was 3.69% for the third quarter of 2007. The net interest margin decreased 9 basis points from 3.78% in the second quarter of 2007 and decreased 37 basis points from 4.06% in the third quarter of 2006. The decrease in the net interest margin from the same quarter a year ago was primarily a result of the repricing of time deposits to reflect higher market interest rates, and increased reliance on more expensive wholesale deposits and borrowings.
 
For the third quarter of 2007, the yield on average interest-earning assets was 7.34% on a fully taxable-equivalent basis, and the cost of funds on average interest-bearing liabilities equaled 4.24%. In comparison, for the third quarter of 2006, the yield on average interest-earning assets was 7.42% and cost of funds on average interest-bearing liabilities equaled 4.01%. The interest spread, defined as the difference between the yield on average interest-earning assets and the cost of funds on average interest-bearing liabilities, decreased to 3.10% for the quarter ended September 30, 2007 from 3.41% for the same quarter a year ago primarily due to the reasons discussed above.
 
19

 
Average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rate and net interest margin for the periods indicated are as follows:
 
Interest-Earning Assets and Interest-Bearing Liabilities
 
Three months ended September 30,
 
2007
 
2006
 
   
 
 
Interest
 
Average
     
Interest
 
Average
 
Taxable-equivalent basis
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
(Dollars in thousands)
 
Balance
 
Expense
 
Rate (1)(2)
 
Balance
 
Expense
 
Rate (1)(2)
 
Interest Earning Assets
                                     
 Commercial loans
 
$
1,320,611
 
$
27,110
   
8.14
%
$
1,126,348
 
$
23,755
   
8.37
%
 Residential mortgage
   
622,793
   
9,769
   
6.27
   
499,690
   
7,454
   
5.97
 
 Commercial mortgage
   
3,560,243
   
68,869
   
7.67
   
3,165,728
   
62,608
   
7.85
 
 Real estate construction loans
   
768,117
   
17,801
   
9.19
   
656,995
   
16,242
   
9.81
 
 Other loans and leases
   
26,688
   
376
   
5.59
   
30,195
   
262
   
3.44
 
Total loans and leases (1) 
   
6,298,452
   
123,925
   
7.81
   
5,478,956
   
110,321
   
7.99
 
Taxable securities 
   
1,769,245
   
25,127
   
5.63
   
1,345,854
   
17,779
   
5.24
 
Tax-exempt securities (3) 
   
55,217
   
921
   
6.62
   
83,368
   
1,463
   
6.96
 
FHLB & FRB Stock 
   
50,297
   
639
   
5.04
   
34,974
   
383
   
4.34
 
Interest bearing deposits 
   
71,843
   
1,248
   
6.89
   
10,837
   
105
   
3.84
 
Federal funds sold & securities purchased 
                                     
 under agreements to resell
   
371,413
   
7,615
   
8.13
   
2,293
   
30
   
5.19
 
 Total interest-earning assets
   
8,616,467
   
159,475
   
7.34
   
6,956,282
   
130,081
   
7.42
 
Non-interest earning assets
                                     
Cash and due from banks 
   
84,176
               
100,869
             
Other non-earning assets 
   
639,999
               
601,042
             
 Total non-interest earning assets
   
724,175
               
701,911
             
Less: Allowance for loan losses 
   
(65,902
)
             
(65,743
)
           
Deferred loan fees 
   
(11,584
)
             
(13,385
)
           
 Total assets
 
$
9,263,156
             
$
7,579,065
             
                                       
Interest bearing liabilities:
                                     
Interest bearing demand accounts 
 
$
233,116
 
$
755
   
1.28
 
$
228,854
 
$
726
   
1.26
 
Money market accounts 
   
699,679
   
5,610
   
3.18
   
606,914
   
4,352
   
2.84
 
Savings accounts 
   
342,971
   
873
   
1.01
   
375,043
   
904
   
0.96
 
Time deposits 
   
3,935,125
   
47,305
   
4.77
   
3,409,894
   
37,377
   
4.35
 
 Total interest-bearing deposits
   
5,210,891
   
54,543
   
4.15
   
4,620,705
   
43,359
   
3.72
 
                                       
Federal funds purchased 
   
22,863
   
279
   
4.84
   
39,359
   
531
   
5.35
 
Securities sold under agreement to repurchase 
   
1,041,577
   
9,865
   
3.76
   
415,652
   
4,658
   
4.45
 
Other borrowings 
   
978,759
   
11,475
   
4.65
   
695,321
   
9,162
   
5.23
 
Long-term debt 
   
171,136
   
3,182
   
7.38
   
55,101
   
1,207
   
8.69
 
 Total interest-bearing liabilities
   
7,425,226
   
79,344
   
4.24
   
5,826,138
   
58,917
   
4.01
 
Non-interest bearing liabilities
                                     
Demand deposits 
   
774,513
               
767,217
             
Other liabilities 
   
129,855
               
101,888
             
Stockholders' equity
   
933,562
               
883,822
             
 Total liabilities and stockholders' equity
 
$
9,263,156
             
$
7,579,065
             
Net interest spread (4)
               
3.10
%
             
3.41
%
Net interest income (4)
       
$
80,131
             
$
71,164
       
Net interest margin (4)
               
3.69
%
             
4.06
%
 
(1)
Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.
(2)
Calculated by dividing net interest income by average outstanding interest-earning assets.
(3)
The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory Federal income tax rate of 35%.
(4)
Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory Federal income tax rate of 35%.
 
20

 
The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates for the periods indicated:

Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
 
   
Three months ended September 30,
 
 
 
2007-2006
 
   
Increase (Decrease) in
 
   
Net Interest Income Due to:
 
(Dollars in thousands)
 
Changes in Volume
 
Changes in Rate
 
Total Change
 
               
Interest-Earning Assets:
                   
Loans and leases
   
16,138
   
(2,534
)
 
13,604
 
Taxable securities
   
5,932
   
1,416
   
7,348
 
Tax-exempt securities (2)
   
(473
)
 
(69
)
 
(542
)
FHLB and FRB stocks
   
187
   
69
   
256
 
Deposits with other banks
   
1,002
   
141
   
1,143
 
Federal funds sold and securities purchased
                   
under agreements to resell
   
7,558
   
27
   
7,585
 
                     
Total increase in interest income
   
30,344
   
(950
)
 
29,394
 
                     
Interest-Bearing Liabilities:
                   
Interest bearing demand accounts
   
14
   
15
   
29
 
Money market accounts
   
710
   
548
   
1,258
 
Savings accounts
   
(79
)
 
48
   
(31
)
Time deposits
   
6,099
   
3,829
   
9,928
 
Federal funds purchased
   
(205
)
 
(47
)
 
(252
)
Securities sold under agreement to repurchase
   
6,019
   
(812
)
 
5,207
 
Other borrowed funds
   
3,398
   
(1,085
)
 
2,313
 
Long-term debt
   
2,180
   
(205
)
 
1,975
 
Total increase in interest expense
   
18,136
   
2,291
   
20,427
 
Changes in net interest income 
 
$
12,208
 
$
(3,241
)
$
8,967
 

(1)
Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
(2)
The amount of interest earned on certain securities of states and political subdivisions and other securities held has been adjusted to a fully taxable-equivalent basis, using a statutory federal income tax rate of 35%.

Provision for Loan Losses
 
The provision for loan losses was $2.2 million for the third quarter of 2007 compared to negative $1.0 million provision for loan losses for the third quarter of 2006 and a $2.1 million provision for loan losses for the second quarter of 2007. The provision for loan losses was $5.3 million for the first nine months of 2007 and $2.0 million for same period of 2006. The provision for loan losses was based on the review of the adequacy of the allowance for loan losses at September 30, 2007. The provision for loan losses represents the charge or credit against current earnings that is determined by management, through a credit review process, as the amount needed to establish an allowance that management believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The following table summarizes the charge-offs and recoveries for the periods as indicated:
 
   
For the three months ended September 30,
 
For the nine months ended September 30,
 
(Dollars in thousands)
 
2007
 
2006
 
2007
 
2006
 
                   
Charge-offs:
                         
Commercial loans
 
$
511
 
$
33
 
$
6,253
 
$
838
 
Construction loans
   
-
   
-
   
190
   
-
 
Real estate loans
   
912
   
3
   
1,030
   
3
 
Installment and other loans
   
-
   
-
   
1
   
4
 
Total charge-offs
   
1,423
   
36
   
7,474
   
845
 
Recoveries:
                         
Commercial loans
   
138
   
300
   
2,911
   
944
 
Construction loans
         
-
   
190
   
-
 
Real estate loans
   
-
   
1
   
202
   
4
 
Installment and other loans
   
2
   
9
   
27
   
25
 
Total recoveries
   
140
   
310
   
3,330
   
973
 
Net Charge-offs / (Recoveries)
 
$
1,283
 
$
(274
)
$
4,144
 
$
(128
)
 
21

 
Non-Interest Income
 
Non-interest income, which includes revenues from depository service fees, letters of credit commissions, securities gains (losses), gains (losses) on loan sales, wire transfer fees, gains from sales of premises and equipment and other sources of fee income, was $8.9 million for the third quarter of 2007, an increase of $3.5 million, or 63.9%, compared to the non-interest income of $5.4 million for the third quarter of 2006.
 
In the third quarter of 2007, the Company recorded a gain of $2.7 million from sale of a property housing a former branch. In the third quarter of 2007, wealth management commissions increased $356,000, or 110%, to $681,000, venture capital income increased $319,000 as a result of partnership distributions, and letter of credit commissions increased by $181,000, or 12.6%, compared to the same quarter a year ago.
 
Non-Interest Expense
 
Non-interest expense increased $3.8 million, or 13.1%, to $33.2 million in the third quarter of 2007 compared to $29.4 million in the same quarter a year ago. The efficiency ratio was 37.46% for the third quarter of 2007 compared to 38.62% in the year ago quarter and 39.06% for the second quarter of 2007.
 
The increase of non-interest expense in the third quarter of 2007 compared to the same period a year ago was primarily due to the following:
 
 
·
Salaries and employee benefits increased $944,000, or 5.9%, due primarily to the Company’s acquisitions and the hiring of additional staff.
 
·
Occupancy expense increased $522,000, or 19.8%, primarily due to the additions of new branches through acquisitions and new branch openings.
 
·
Computer and equipment expense increased $556,000, or 29.6%, primarily due to a $474,000 increase in software license fees under new data processing contracts.
 
·
Professional services expense increased $212,000, or 9.7%, due primarily to increases of $146,000 in consulting expenses related to a new telephone system.
 
·
Expense from operations of affordable housing investments increased $1.1 million, or 77.7%, to $2.5 million compared to $1.4 million in the same quarter a year ago as a result of a $752,000 adjustment for additional prior year’s operating losses and additional investments in affordable housing projects.
 
·
Other operating expense increased $611,000, or 24.3%, primarily due to increases in training expenses of $165,000 related to the new Hong Kong branch, increases in postage expenses of $164,000, and a write-off of $295,000 of previously capitalized due diligence costs related to the proposed investment in First Sino Bank which the Company is no longer pursuing.
 
Income taxes
 
The effective tax rate was 36.2% for the third quarter of 2007, compared to 35.7% for the same quarter a year ago and 36.4% for the full year 2006.
 
22

 
As previously disclosed, on December 31, 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). While the Company continues to believe that the tax benefits recorded in 2000, 2001, and 2002 with respect to its regulated investment company were appropriate and fully defensible under California law, the Company participated in Option 2 of the Voluntary Compliance Initiative of the Franchise Tax Board, and paid all California taxes and interest on these disputed 2000 through 2002 tax benefits, and at the same time filed a claim for refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy-related penalty should the FTB prevail in its position in addition to the risk of not being successful in its refund claims.
 
The FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) which requires that the amount of recognized tax benefit should be the maximum amount which is more-likely-than-not to be realized and that amounts previously recorded that do not meet the requirements of FIN 48 be charged as a cumulative effect adjustment to retained earnings. As of December 31, 2006, the Company reflected a $12.1 million net state tax receivable related to payments it made in April 2004 under the Voluntary Compliance Initiative program for the years 2000, 2001, and 2002, after giving effect to reserves for loss contingencies on the refund claims. The Company has determined that its refund claim related to its regulated investment company is not more-likely-than-not to be realized and consequently, charged a total of $8.5 million, comprised of the $7.9 million after tax amount related to its refund claims as well as a $0.6 million after tax amount related to California Net Operating Losses generated in 2001 as a result of its regulated investment company, to the opening balance of retained earnings as of the January 1, 2007, effective date of FIN 48.
 
Year-to-Date Income Statement Review
 
Net income was $94.5 million, or $1.84 per diluted share for the nine months ended September 30, 2007, an increase of $7.5 million, or 8.6%, in net income over the $87.0 million, or $1.69 per diluted share for the same period a year ago due primarily to increases in net interest income. The net interest margin for the nine months ended September 30, 2007, decreased 46 basis points to 3.76% compared to 4.22% for the same period a year ago.
 
Return on average stockholders’ equity was 13.49% and return on average assets was 1.43% for the nine months ended September 30, 2007, compared to a return on average stockholders’ equity of 13.83% and a return on average assets of 1.62% for the same period of 2006. The efficiency ratio for the nine months ended September 30, 2007 was 38.30% compared to 37.55% for the same period a year ago.
 
23

 
The average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rates, the net interest spread and the net interest margins for the periods indicated are as follows:
 
Interest-Earning Assets and Interest-Bearing Liabilities
 
Nine months ended September 30,
 
2007
 
2006
 
   
 
 
Interest
 
Average
     
Interest
 
Average
 
Taxable-equivalent basis
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
(Dollars in thousands)
 
Balance
 
Expense
 
Rate (1)(2)
 
Balance
 
Expense
 
Rate (1)(2)
 
Interest Earning Assets
                         
 Commercial loans
 
$
1,274,468
 
$
77,969
   
8.18
%
$
1,094,120
 
$
65,421
   
7.99
%
 Residential mortgage
   
598,438
   
27,931
   
6.22
   
462,411
   
20,627
   
5.95
 
 Commercial mortgage
   
3,404,720
   
198,193
   
7.78
   
3,007,743
   
173,997
   
7.73
 
 Real estate construction loans
   
729,250
   
51,739
   
9.49
   
608,320
   
43,789
   
9.62
 
 Other loans and leases
   
27,450
   
1,009
   
4.91
   
30,699
   
732
   
3.19
 
Total loans and leases (1) 
   
6,034,326
   
356,841
   
7.91
   
5,203,293
   
304,566
   
7.83
 
Taxable securities 
   
1,694,897
   
71,381
   
5.63
   
1,257,303
   
46,305
   
4.92
 
Tax-exempt securities (3) 
   
65,583
   
3,205
   
6.54
   
85,160
   
4,356
   
6.84
 
FHLB and FRB stocks 
   
48,493
   
1,689
   
4.66
   
31,653
   
1,100
   
4.64
 
Interest bearing deposits 
   
62,702
   
3,288
   
7.01
   
15,773
   
259
   
2.20
 
Federal funds sold & securities purchased 
                                     
 under agreements to resell
   
269,137
   
15,382
   
7.64
   
4,878
   
160
   
4.39
 
 Total interest-earning assets
   
8,175,138
   
451,786
   
7.39
   
6,598,060
   
356,746
   
7.23
 
Non-interest earning assets
                                     
Cash and due from banks 
   
88,915
               
100,107
             
Other non-earning assets 
   
630,396
               
555,039
             
 Total non-interest earning assets
   
719,311
               
655,146
             
Less: Allowance for loan losses 
   
(65,877
)
             
(63,469
)
           
Deferred loan fees 
   
(11,890
)
             
(12,948
)
           
 Total assets
 
$
8,816,682
             
$
7,176,789
             
                                       
Interest bearing liabilities:
                                     
Interest bearing demand accounts 
 
$
233,012
 
$
2,230
   
1.28
 
$
239,033
 
$
2,057
   
1.15
 
Money market accounts 
   
680,751
   
15,882
   
3.12
   
586,764
   
11,430
   
2.60
 
Savings accounts 
   
346,951
   
2,606
   
1.00
   
379,516
   
2,517
   
0.89
 
Time deposits 
   
3,758,715
   
133,548
   
4.75
   
3,255,741
   
95,789
   
3.93
 
 Total interest-bearing deposits
   
5,019,429
   
154,266
   
4.11
   
4,461,054
   
111,793
   
3.35
 
                                       
Federal funds purchased 
   
27,621
   
1,075
   
5.20
   
43,227
   
1,597
   
4.94
 
Securities sold under agreement to repurchase 
   
831,430
   
23,126
   
3.72
   
365,714
   
11,183
   
4.09
 
Other borrowings 
   
961,589
   
35,118
   
4.88
   
558,969
   
20,498
   
4.90
 
Junior subordinated notes 
   
144,853
   
8,057
   
7.44
   
54,364
   
3,359
   
8.26
 
 Total interest-bearing liabilities
   
6,984,922
   
221,642
   
4.24
   
5,483,328
   
148,430
   
3.62
 
Non-interest bearing liabilities
                                     
Demand deposits 
   
776,946
               
753,855
             
Other liabilities 
   
117,457
               
98,181
             
Stockholders' equity
   
937,357
               
841,425
             
 Total liabilities and stockholders' equity
 
$
8,816,682
             
$
7,176,789
             
Net interest spread (4)
               
3.15
%
             
3.61
%
Net interest income (4)
       
$
230,144
             
$
208,316
       
Net interest margin (4)
               
3.76
%
             
4.22
%

(1)
Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.
(2)
Calculated by dividing net interest income by average outstanding interest-earning assets.
(3)
The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory Federal income tax rate of 35%.
(4)
Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory Federal income tax rate of 35%.
 
24


The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates for the periods indicated:
 
Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
 
   
Nine months ended September 30,
 
 
 
2007-2006
 
   
Increase (Decrease) in
 
   
Net Interest Income Due to:
 
(Dollars in thousands)
 
Changes in Volume
 
Changes in Rate
 
Total Change
 
   
 
         
Interest-Earning Assets:
                   
Loans and leases
   
49,113
   
3,162
   
52,275
 
Taxable securities
   
17,754
   
7,322
   
25,076
 
Tax-exempt securities (2)
   
(969
)
 
(182
)
 
(1,151
)
FHLB and FRB stocks
   
584
   
5
   
589
 
Deposits with other banks
   
1,744
   
1,285
   
3,029
 
Federal funds sold and securities purchased uncer agreements to resell
   
15,016
   
206
   
15,222
 
                     
Total increase in interest income
   
83,242
   
11,798
   
95,040
 
                     
Interest-Bearing Liabilities:
                   
Interest bearing demand accounts
   
(53
)
 
226
   
173
 
Money market accounts
   
1,993
   
2,459
   
4,452
 
Savings accounts
   
(228
)
 
317
   
89
 
Time deposits
   
16,109
   
21,650
   
37,759
 
Federal funds purchased
   
(604
)
 
82
   
(522
)
Securities sold under agreement to repurchase
   
13,044
   
(1,101
)
 
11,943
 
Other borrowed funds
   
14,705
   
(85
)
 
14,620
 
Long-term debt
   
5,066
   
(368
)
 
4,698
 
Total increase in interest expense
   
50,032
   
23,180
   
73,212
 
Changes in net interest income 
 
$
33,210
 
$
(11,382
)
$
21,828
 

(1)
Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
(2)
The amount of interest earned on certain securities of states and political subdivisions and other securities held has been adjusted to a fully taxable-equivalent basis, using a statutory federal income tax rate of 35%.
 
Balance Sheet Review

Assets
 
Total assets increased by $1.6 billion, or 20.0%, to $9.6 billion at September 30, 2007, from year-end 2006 assets of $8.0 billion. The increase in total assets was represented primarily by increases in loans, securities purchased under agreements to resell, and investment securities funded by growth of deposits and borrowings.
 
Securities purchased under agreements to resell increased $360.0 million and long-term certificates of deposit increased $50.0 million during the first nine months of 2007 due to attractive rates available to the Company on these investments. Securities available-for-sale increased by $521.3 million during the first nine months of 2007 primarily due to purchases of callable agency securities which provided collateral for repurchase agreements.
 
Securities
 
Total securities were $2.0 billion, or 21.2%, of total assets at September 30, 2007, compared with $1.5 billion, or 19.0%, of total assets at December 31, 2006. The increase of $521.3 million, or 34.2%, was primarily due to purchases of $944.1 million of securities offset primarily by pay-downs, matured and called securities totaling $339.4 million and the sales of securities of $101.2 million during the first nine months of 2007. The acquisition of United Heritage Bank on March 30, 2007 increased securities by $14.3 million.
 
25

 
The net unrealized loss on securities available-for-sale, which represented the difference between fair value and amortized cost, totaled $17.0 million at September 30, 2007, compared to a net unrealized loss of $21.4 million at year-end 2006. The change was primarily caused by decreases in market interest rates. Net unrealized gains(losses) in the securities available-for-sale are included in accumulated other comprehensive income or loss, net of tax.
 
The average taxable-equivalent yield on investment securities increased 32 basis points to 5.66% for the three months ended September 30, 2007, compared with 5.34% for the same period a year ago, as lower yielding securities matured, prepaid, or were sold and the proceeds were reinvested at the higher prevailing interest rates.
 
The following tables summarize the composition, amortized cost, gross unrealized gains, gross unrealized losses, and fair value of securities available-for-sale, as of September 30, 2007, and December 31, 2006:
 
   
September 30, 2007
 
       
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
     
   
Cost
 
Gains
 
Losses
 
Fair Value
 
   
(In thousands)
 
U.S. government sponsored entities
 
$
790,034
 
$
1,645
 
$
240
 
$
791,439
 
State and municipal securities
   
34,750
   
377
   
47
   
35,080
 
Mortgage-backed securities
   
683,094
   
833
   
13,834
   
670,093
 
Commercial mortgage-backed securities
   
15,991
   
-
   
446
   
15,545
 
Collateralized mortgage obligations
   
222,753
   
47
   
6,378
   
216,422
 
Asset-backed securities
   
636
   
-
   
2
   
634
 
Corporate bonds
   
201,534
   
203
   
696
   
201,041
 
Preferred stock of government sponsored entities
   
11,750
   
1,725
   
-
   
13,475
 
Foreign corporate bonds
   
100,000
   
13
   
213
   
99,800
 
                           
Total
 
$
2,060,542
 
$
4,843
 
$
21,856
 
$
2,043,529
 
 

   
December 31, 2006
 
       
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
     
   
Cost
 
Gains
 
Losses
 
Fair Value
 
   
(In thousands)
 
U.S. treasury securities
 
$
994
 
$
-
 
$
1
 
$
993
 
U.S. government sponsored entities
   
364,988
   
67
   
3,556
   
361,499
 
State and municipal securities
   
54,843
   
769
   
80
   
55,532
 
Mortgage-backed securities
   
549,150
   
687
   
15,070
   
534,767
 
Commercial mortgage-backed securities
   
20,554
   
-
   
588
   
19,966
 
Collateralized mortgage obligations
   
251,997
   
46
   
6,417
   
245,626
 
Asset-backed securities
   
783
   
-
   
3
   
780
 
Corporate bonds
   
206,008
   
325
   
396
   
205,937
 
Preferred stock of government sponsored entities
   
19,350
   
2,660
   
-
   
22,010
 
Foreign corporate bonds
   
75,000
   
126
   
13
   
75,113
 
                           
Total
 
$
1,543,667
 
$
4,680
 
$
26,124
 
$
1,522,223
 
 
26

 
The following table summarizes the scheduled maturities by security type of securities available-for-sale, as of September 30, 2007:

   
Maturity Distribution
 
   
As of September 30, 2007
 
   
 
 
After One
 
After Five
         
   
One Year
 
Year to
 
Years to
 
Over Ten
     
   
or Less
 
Five Years
 
Ten Years
 
Years
 
Total
 
   
(Dollars in thousands)
 
                       
U.S. government sponsored entities
 
$
12,288
 
$
773,917
 
$
3,992
 
$
1,242
 
$
791,439
 
State and municipal securities
   
1,091
   
8,011
   
21,673
   
4,305
   
35,080
 
Mortgage-backed securities(1)
   
118
   
22,562
   
2,392
   
645,021
   
670,093
 
Commercial mortgage-backed securities(1)
   
-
   
-
   
-
   
15,545
   
15,545
 
Collateralized mortgage obligations(1)
   
-
   
-
   
6,864
   
209,558
   
216,422
 
Asset-backed securities(1)
   
-
   
-
   
-
   
634
   
634
 
Corporate bonds
   
1,276
   
249
   
199,516
   
-
   
201,041
 
Preferred stock of government sponsored entities (2)
   
-
   
-
   
-
   
13,475
   
13,475
 
Foreign corporate bonds
   
-
   
-
   
99,800
   
-
   
99,800
 
 
                               
Total
 
$
14,773
 
$
804,739
 
$
334,237
 
$
889,780
 
$
2,043,529
 
 
(1)
Securities reflect stated maturities and do not reflect the impact of anticipated prepayments.
(2)
These securities have no final maturity date.
 
Between 2002 and 2004, the Company purchased a number of collateralized mortgage obligations comprised of interests in non-agency guaranteed residential mortgages. At September 30, 2007, the remaining par value of these securities was $204.6 million which represents 10.0% of the fair value of the Company’s security available-for-sale and 2.1% of the Company’s total assets. At September 30, 2007, the unrealized loss for these securities was $6.3 million which represented 3.1% of the par amount of these non-agency guaranteed residential mortgages. Based on the Company’s analysis at September 30, 2007, there was no “other-than-temporary” impairment in these securities due to the short remaining expected life of 4.5 years, the low loan to value ratio for the loans underlying these securities and the credit support provided by junior tranches of these securitizations.

The Company has the ability and intent to hold the securities, including the non-agency securities discussed above with unrealized losses of $6.3 million and $503.3 million of agency mortgaged back securities with unrealized losses of $13.8 million, for a period of time sufficient for a recovery of cost for those issues with unrealized losses. The temporarily impaired securities represent 45.9% of the fair value of the Company’s securities as of September 30, 2007. Unrealized losses for securities with unrealized losses for less than twelve months represent 0.4%, and securities with unrealized losses for twelve months or more represent 3.1% of the historical cost of these securities and generally resulted from increases in interest rates subsequent to the date that these securities were purchased. At September 30, 2007, 114 issues of securities had unrealized losses for 12 months or longer and 39 issues of securities had unrealized losses of less than 12 months. All of these securities are investment grade, as of September 30, 2007.
 
27


At September 30, 2007, management believes the impairment is temporary and, accordingly, no impairment loss has been recognized in the Company’s consolidated statements of income. The table below shows the fair value, unrealized losses and number of issuances as of September 30, 2007, of the temporarily impaired securities in the Company’s available-for-sale securities portfolio:

   
Temporarily Impaired Securities as of September 30, 2007
 
                                       
   
Less than 12 months
 
12 months or longer
 
Total
 
   
Fair
 
Unrealized
 
No. of
 
Fair
 
Unrealized
 
No. of
 
Fair
 
Unrealized
 
No. of
 
   
Value
 
Losses
 
Issuances
 
Value
 
Losses
 
Issuances
 
Value
 
Losses
 
Issuances
 
   
(In thousands)
                                 
Description of securities
                                     
U.S. government sponsored entities
 
$
727
 
$
25
   
4
 
$
26,766
 
$
215
   
2
 
$
27,493
 
$
240
   
6
 
State and municipal securities
   
764
   
9
   
2
   
1,448
   
38
   
3
   
2,212
   
47
   
5
 
Mortgage-backed securities
   
105,392
   
185
   
18
   
397,868
   
13,649
   
73
   
503,260
   
13,834
   
91
 
Commercial mortgage-backed securities
   
-
   
-
   
-
   
15,545
   
446
   
2
   
15,545
   
446
   
2
 
Collateralized mortgage obligations
   
6,645
   
89
   
3
   
207,375
   
6,290
   
32
   
214,020
   
6,379
   
35
 
Asset-backed securities
   
-
   
-
   
-
   
634
   
2
   
2
   
634
   
2
   
2
 
Corporate bonds
   
125,189
   
696
   
10
   
-
   
-
   
-
   
125,189
   
696
   
10
 
Foreign corporate bonds
   
49,788
   
212
   
2
   
-
   
-
   
-
   
49,788
   
212
   
2
 
                                                         
Total
 
$
288,505
 
$
1,216
   
39
 
$
649,636
 
$
20,640
   
114
 
$
938,141
 
$
21,856
   
153
 
 
Loans
 
Gross loans at September 30, 2007, were $6.4 billion compared with $5.7 billion at year-end 2006. Gross loan growth during the nine months in 2007 equaled $691.9 million, an increase of 12.0% from December 31, 2006, reflecting increases in all major loan categories. The acquisition of United Heritage Bank on March 30, 2007 increased loans by $38.6 million.
 
Commercial mortgage loans increased $417.7 million, or 12.9%, to $3.6 billion at September 30, 2007, compared to $3.2 billion at year-end 2006. At September 30, 2007, this portfolio represented approximately 56.6% of the Bank’s gross loans compared to 56.1% at year-end 2006. Commercial loans increased $128.8 million, or 10.4%, to $1.4 billion at September 30, 2007, compared to $1.2 billion at year-end 2006. Residential mortgage loans totaled $537.6 million at September 30, 2007 which increased $81.7 million, or 17.9%, from $455.9 million at December 31, 2006. Real estate construction loans increased $78.2 million, or 11.4%, to $763.4 million at September 30, 2007, compared to $685.2 million at year-end 2006.
 
The following table sets forth the classification of loans by type, mix, and percentage change as of the dates indicated:

(Dollars in thousands)
 
September 30, 2007
 
% of Gross Loans
 
December 31, 2006
 
% of Gross Loans
 
% Change
 
Type of Loans
                     
Commercial
 
$
1,372,554
   
21.3
%
$
1,243,756
   
21.7
%
 
10.4
%
Residential mortgage
   
537,565
   
8.3
   
455,949
   
7.9
   
17.9
 
Commercial mortgage
   
3,644,371
   
56.6
   
3,226,658
   
56.1
   
12.9
 
Equity lines
   
101,825
   
1.6
   
118,473
   
2.1
   
(14.1
)
Real estate construction
   
763,403
   
11.9
   
685,206
   
11.9
   
11.4
 
Installment
   
16,949
   
0.3
   
13,257
   
0.2
   
27.8
 
Other
   
2,740
   
0.0
   
4,247
   
0.1
   
(35.5
)
                               
Gross loans and leases
 
$
6,439,407
   
100
%
$
5,747,546
   
100
%
 
12.0
%
                                 
Allowance for loan losses
   
(66,277
)
     
(64,689
)
       
2.5
 
Unamortized deferred loan fees
   
(11,054
)
     
(11,984
)
       
(7.8
)
                               
Total loans and leases, net
 
$
6,362,076
     
$
5,670,873
         
12.2
%
 
28

 
Asset Quality Review
 
Non-performing Assets
 
Non-performing assets to gross loans and other real estate owned was 0.79% at September 30, 2007, compared to 0.62% at December 31, 2006. Total non-performing assets increased $15.0 million to $50.6 million at September 30, 2007, compared with $35.6 million at December 31, 2006, primarily due to a $24.0 million increase in non-accrual loans partially offset by a $4.1 million decrease in accruing loans past due 90 days or more and by a $4.9 million decrease in other real estate owned.
 
At September 30, 2007, total non-accrual loans included $24.4 million in loans secured by real estate collateral in Texas comprised of a $9.6 million apartment loan, a $6.7 million shopping center construction loan that became Other Real Estate Owned on October 2, 2007, a $4.9 million shopping center construction loan that is expected to be paid off by the end of November, a $2.2 million apartment loan and a $1.0 million residential construction loan. Also included in non-accrual loans at September 30, 2007 are a $5.3 million condo construction loan in Massachusetts and a $4.5 million office building loan in Northern California. Included in troubled debt restructured loans at September 30, 2007 is a $12.2 million condominium conversion construction loan for a project in Southern California where the interest rate has been reduced to 6.0%.
 
The allowance for loan losses amounted to $66.3 million at September 30, 2007, and represented the amount that the Company believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represented 1.03% of period-end gross loans and 132% of non-performing loans at September 30, 2007. The comparable ratios were 1.13% of gross loans and 213% of non-performing loans at December 31, 2006.
 
The following table sets forth the detail of non-performing assets by category as of the dates indicated:
 
(Dollars in thousands)
 
September 30, 2007
 
December 31, 2006
 
Non-performing assets
         
Accruing loans past due 90 days or more
 
$
3,903
 
$
8,008
 
Non-accrual loans:
             
Construction
   
19,082
   
5,786
 
Commercial real estate
   
21,098
   
1,276
 
Commercial
   
4,592
   
14,424
 
Real Estate mortgage
   
1,529
   
836
 
Other
   
17
   
-
 
Total non-accrual loans:
   
46,318
   
22,322
 
Total non-performing loans
   
50,221
   
30,330
 
Other real estate owned
   
374
   
5,259
 
Total non-performing assets
 
$
50,595
 
$
35,589
 
Troubled debt restructurings
 
$
13,176
 
$
955
 
               
Non-performing assets as a percentage of gross loans and OREO
   
0.79
%
 
0.62
%
Allowance for loan losses as a percentage of gross loans and leases
   
1.03
%
 
1.13
%
Allowance for loan losses as a percentage of non-performing loans
   
131.97
%
 
213.28
%

29

 
Non-accrual Loans
 
Non-accrual loans increased by $24.0 million to $46.3 million at September 30, 2007, from $22.3 million at December 31, 2006.
 
The following table presents non-accrual loans by type of collateral securing the loans, as of the dates indicated:

   
September 30, 2007
 
December 31, 2006
 
   
Real
         
Real
     
   
Estate (1)
 
Commercial
 
Other
 
Estate (1)
 
Commercial
 
   
(In thousands)
 
Type of Collateral
                               
Single/ multi-family residence 
 
$
28,306
 
$
277
 
$
-
 
$
7,111
 
$
180
 
Commercial real estate 
   
12,669
   
-
   
-
   
674
   
1,265
 
Land 
   
734
   
-
   
-
   
113
   
-
 
UCC 
   
-
   
4,243
   
-
   
-
   
12,779
 
Unsecured
   
-
   
72
   
17
   
-
   
200
 
Total  
 
$
41,709
 
$
4,592
 
$
17
 
$
7,898
 
$
14,424
 
 
(1)
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
 
The following table presents non-accrual loans by type of businesses in which the borrowers are engaged, as of the dates indicated:

   
September 30, 2007
 
December 31, 2006
 
   
Real
         
Real
     
   
Estate (1)
 
Commercial
 
Other
 
Estate (1)
 
Commercial
 
   
(In thousands)
                 
Type of Business
                               
Real estate development
 
$
39,561
 
$
-
 
$
-
 
$
6,651
 
$
-
 
Wholesale/Retail
   
618
   
1,899
   
17
   
130
   
8,631
 
Food/Restaurant
   
-
   
92
   
-
   
282
   
3,126
 
Import/Export
   
-
   
2,601
   
-
   
-
   
2,667
 
Other
   
1,530
   
-
   
-
   
835
   
-
 
Total
 
$
41,709
 
$
4,592
 
$
17
 
$
7,898
 
$
14,424
 
 
(1)
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
 
Troubled Debt Restructurings
 
A troubled debt restructuring (“TDR”) is a formal restructure of a loan when the lender, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concession may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date.
 
As of September 30, 2007 troubled debt restructurings was comprised of four loans totaling $13.2 million which increased $12.2 million from $955,000 as of December 31, 2006 primarily due to a condominium conversion construction loan of $12.2 million in Southern California where the interest rate has been reduced to 6.0% during the third quarter of 2007.
 
30

 
Impaired Loans
 
A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events. The assessment for impairment occurs when and while such loans are on non-accrual, or the loan has been restructured. Those loans less than our defined selection criteria, generally the loan amount less than $100,000, are treated as a homogeneous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair value of the collateral. If the measurement of the impaired loan is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses.
 
None of the loans acquired as part of the acquisition of UHB were determined to be impaired and therefore were all excluded from the scope of Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”.
 
The Company identified impaired loans with a recorded investment of $46.3 million at September 30, 2007, compared with $22.3 million at year-end 2006. The Company considers all non-accrual loans to be impaired.  The following table presents impaired loans and the related allowance, as of the dates indicated:
 
   
At September 30, 2007
 
At December 31, 2006
 
   
(In thousands)
 
           
Balance of impaired loans with no allocated allowance
 
$
42,335
 
$
10,522
 
Balance of impaired loans with an allocated allowance
   
3,983
   
11,800
 
 
             
Total recorded investment in impaired loans
 
$
46,318
 
$
22,322
 
 
             
Amount of the allowance allocated to impaired loans
 
$
2,652
 
$
4,310
 
 
Loan Concentration
 
Most of the Company’s business activity is with customers located in the predominantly Asian areas of Southern and Northern California; New York City; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; and New Jersey. The Company has no specific industry concentration, and generally its loans are collateralized with real property or other pledged collateral. Loans are generally expected to be paid off from the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the secured collateral.
 
There were no loan concentrations to multiple borrowers in similar activities which exceeded 10% of total loans as of September 30, 2007, or December 31, 2006.
 
Allowance for Loan Losses
 
The Bank’s management is committed to managing the risk in its loan portfolio by maintaining the allowance for loan losses at a level that is considered to be equal to the estimated and known risks in the loan portfolio. With a risk management objective, the Bank’s management has an established monitoring system that is designed to identify impaired and potential problem loans, and to permit periodic evaluation of impairment and the adequacy level of the allowance for loan losses in a timely manner.
 
31

 
In addition, our Board of Directors has established a written loan policy that includes a loan review and control system which it believes should be effective in ensuring that the Bank maintains an adequate allowance for loan losses. The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and judges that the allowance is adequate to absorb inherent losses in the loan portfolio. The determination of the amount of the allowance for loan losses and the provision for loan losses is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectibility when determining the appropriate level for the allowance for loan losses. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. Additions to the allowance for loan losses are made by charges to the provision for loan losses. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Bank’s control, including the performance of the Bank’s loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classifications. Identified credit exposures that are determined to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for loan losses. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of non-performing assets, net charge-offs, and provision for loan losses in future periods.
 
The allowance for loan losses amounted to $66.3 million at September 30, 2007, and represented the amount that the Company believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represented 1.03% of period-end gross loans and 132% of non-performing loans at September 30, 2007. The comparable ratios were 1.13% of gross loans and 213% of non-performing loans at December 31, 2006.
 
32

 
The following table sets forth information relating to the allowance for loan losses for the periods indicated:
 
   
For the nine months ended
September 30, 2007
 
For the year ended
December 31, 2006
 
(Dollars in thousands)
         
           
Balance at beginning of period
 
$
64,689
 
$
60,251
 
Provision of loan losses
   
5,300
   
2,000
 
Loans charged off
   
(7,474
)
 
(2,030
)
Recoveries of loans charged off
   
3,330
   
1,315
 
Allowance from acquisitions
   
432
   
3,153
 
Balance at end of period
 
$
66,277
 
$
64,689
 
               
Average loans outstanding during the period
 
$
6,034,326
 
$
5,310,564
 
Total gross loans outstanding, at period-end
 
$
6,439,407
 
$
5,747,546
 
Total non-performing loans, at period-end
 
$
50,221
 
$
30,330
 
Ratio of net charge-offs to average loans outstanding during the period (annualized)
   
0.09
%
 
0.01
%
Provision for loan losses to average loans outstanding during the period (annualized)
   
0.12
%
 
0.04
%
Allowance to non-performing loans, at period-end
   
131.97
%
 
213.28
%
Allowance to gross loans, at period-end
   
1.03
%
 
1.13
%
 
For impaired loans, we provide specific allowances based on an evaluation of impairment. For the portfolio of classified loans we determine an allowance based on an assigned loss percentage. The percentage assigned depends on a number of factors including loan classification, the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral, charge-off history, management’s knowledge of the portfolio, and general economic conditions. During the third quarter of 2007, we revised our minimum loss rates for loans rated Special Mention and Substandard to incorporate the results of a classification migration model reflecting actual losses beginning in 2003. In addition, beginning in the third quarter of 2007, minimum loss rates have been specifically assigned for loans graded minimally acceptable instead of grouping these loans with the unclassified portfolio discussed below.
 
The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and by identifying risk characteristics that are common to the groups of loans. The allowance is provided to each segmented group based on the group’s historical loan loss experience, the trends in delinquencies and non-accrual loans, and other significant factors, such as national and local economy, trends and conditions, strength of management and loan staff, underwriting standards and the concentration of credit.
 
To determine the allowance, the Bank employs two primary methodologies: the classification process and the individual loan review analysis methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall adequacy of the Bank’s allowance to provide for probable loss in the loan portfolio. These methodologies are further supported by additional analysis of relevant factors such as the historical losses in the portfolio, trends in the non-performing/non-accrual loans, loan delinquencies, the volume of the portfolio, peer group comparisons, and federal regulatory policy for loan and lease losses. Other significant factors of portfolio analysis include changes in lending policies/underwriting standards, portfolio composition, concentrations of credit, and trends in the national and local economy.
 
33

 
The table set forth below reflects management’s allocation of the allowance for loan losses by loan category and the ratio of each loan category to the total loans as of the dates indicated:
           
(Dollars in thousands)
 
September 30, 2007
 
December 31, 2006
 
       
Percentage of
     
Percentage of
 
       
Loans in Each
     
Loans in Each
 
       
Category
     
Category
 
       
to Average
     
to Average
 
Type of Loans:
 
Amount
 
Gross Loans
 
Amount
 
Gross Loans
 
Commercial loans
 
$
30,414
   
21.1
%
$
35,569
   
20.9
%
Residential mortgage loans
   
1,268
   
9.9
   
1,510
   
9.1
 
Commercial mortgage loans
   
25,443
   
56.4
   
22,160
   
57.6
 
Real estate construction loans
   
9,113
   
12.1
   
5,431
   
11.8
 
Installment loans
   
39
   
0.3
   
10
   
0.3
 
Other loans
   
-
   
0.2
   
9
   
0.3
 
Total
 
$
66,277
   
100
%
$
64,689
   
100
%
 
The allowance allocated to commercial loans decreased from $35.6 million at December 31, 2006, to $30.4 million at September 30, 2007, due primarily to charge-offs of certain impaired commercial loans and the decrease in the reserve factor based on a 5-year moving average of loss experience in commercial loans. Non-accrual commercial loans by collateral type were $4.6 million, or 9.9% of non-accrual loans at September 30, 2007, compared to $14.4 million, or 64.6% at December 31, 2006.
 
The allowance allocated to residential mortgage loans decreased $242,000 from $1.5 million at December 31, 2006, to $1.3 million at September 30, 2007 due to a decrease in the environmental risk identification reserve factor.
 
The allowance allocated to commercial mortgage loans increased from $22.2 million at December 31, 2006, to $25.4 million at September 30, 2007, due to loan growth and the increase in the level of problem loans. As of September 30, 2007, there were $21.1 million commercial mortgage loans on non-accrual status. Non-accrual commercial mortgage loans as a percentage to total non-accrual loans was 45.6% at September 30, 2007.
 
The allowance allocated to construction loans has increased from $5.4 million at December 31, 2006, to $9.1 million at September 30, 2007, due primarily to an increase in the amount of construction loans risk graded as Special Mention and Substandard during 2007 as a result of slower housing sales and lower selling prices in California. The allowance allocated to construction loans as a percentage of total construction loans was 1.2% of construction loans at September 30, 2007 compared to 0.9% at December 31, 2006. At September 30, 2007, there were seven construction loans totaling $19.1 million on non-accrual status which comprised 41.2% of non-accrual loans.
 
Allowances for other risks of potential loan losses equaling $2.4 million as of September 30, 2007, compared to $2.5 million at December 31, 2006, have been included in the allocations above. Based on the assessment of the risk of higher energy prices on the ability of the Bank’s borrowers to service their loans, management has determined that the allowance of $2.4 million at September 30, 2007 was appropriate. 
 
34

 
Deposits
 
Total deposits increased $395.5 million, or 7.0%, to $6.1 billion at September 30, 2007, from $5.7 billion at December 31, 2006. Deposit growth was primarily due to increases in money market deposits and time deposits. The acquisition of United Heritage Bank at March 30, 2007, increased deposits by $54.2 million. Non-interest-bearing demand deposits, interest-bearing demand deposits, and savings deposits comprised 33.7% of total deposits at September 30, 2007, time deposit accounts of less than $100,000 comprised 18.0% of total deposits, while the remaining 48.3% was comprised of time deposit accounts of $100,000 or more.
 
The following table displays the deposit mix as of the dates indicated:

   
September 30, 2007
 
% of Total
 
December 31, 2006
 
% of Total
 
% Change
 
Deposits
 
(Dollars in thousands)
 
Non-interest-bearing demand
 
$
778,690
   
12.8
%
$
781,492
   
13.8
%
 
(0.4
)%
NOW
   
228,659
   
3.8
   
239,589
   
4.2
   
(4.6
)
Money market
   
697,721
   
11.5
   
657,689
   
11.6
   
6.1
 
Savings
   
336,743
   
5.6
   
358,827
   
6.3
   
(6.2
)
Time deposits under $100,000
   
1,095,348
   
18.0
   
1,007,637
   
17.8
   
8.7
 
Time deposits of $100,000 or more
   
2,933,645
   
48.3
   
2,630,072
   
46.3
   
11.5
 
Total deposits
 
$
6,070,806
   
100.0
%
$
5,675,306
   
100.0
%
 
7.0
%
 
For the nine months ended September 30, 2007, brokered deposits increased $141.2 million to $388.9 million from $247.7 million at December 31, 2006.
 
Borrowings
 
Borrowings include Federal funds purchased, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank (“FHLB”) of San Francisco, borrowing from other financial institutions, subordinated and junior subordinated notes issued.
 
Federal funds purchased were $98.0 million with a weighted average rate of 5.29% as of September 30, 2007, compared to $50.0 million with a weighted average rate of 5.31% as of December 31, 2006.
 
Securities sold under agreements to repurchase were $1.1 billion with a weighted average rate of 3.74% at September 30, 2007, compared to $400.0 million with a weighted average rate of 4.40% at December 31, 2006. Seventeen agreements totaling $900.0 million are with initial floating rates for a period of time ranging from six months to one year, with the floating rates ranging from the three-month LIBOR minus 100 basis points to the three-month LIBOR minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.29% to 5.07%. After the initial floating rate term, the counterparties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. Two agreements of $50.0 million each are with initial fixed rates of 3.33% and 3.50%, respectively, for six months. For the remainder of the seven year term, the rates float at 8% minus the three-month LIBOR rate with a maximum rate of 3.75% and minimum rate of 0.0%. After the initial fixed rate term, the counterparties have the right to terminate the transaction at par at the floating rate reset date and quarterly thereafter. The Company may be required to provide additional collateral for the repurchase agreements. In addition, there were three short term repurchase agreements totaling $108.7 million which will mature in the fourth quarter of 2007 with a weighted average interest rate of 5.45% at September 30, 2007. At September 30, 2007, included in long-term transactions are seven repurchase agreements totaling $350.0 million that were callable but had not been called. Two repurchase agreements, $50.0 million each, have fixed interest rates at 4.75% and 4.79% until their final maturities in March 2011. Five repurchase agreements, $50.0 million each, have fixed interest rates ranging from 4.29% to 4.61%, until their final maturities in the first half of 2014.
 
35

 
Total advances from the FHLB of San Francisco increased $375.0 million to $1.1 billion at September 30, 2007 from $714.7 million at December 31, 2006. Non-puttable advances totaled $389.7 million with a weighted rate of 5.22% and puttable advances totaled $700.0 million with a weighted average rate of 4.42% at September 30, 2007. The FHLB has the right to terminate the puttable transaction at par on the first anniversary date in the first quarter of 2008 and quarterly thereafter for $300.0 million of the advances and on the second anniversary date in 2009 and quarterly thereafter for $400.0 million of the advances.  
 
On May 31, 2005, the Bancorp entered into a $30.0 million 364-day unsecured revolving loan agreement with a commercial bank bearing an interest rate of LIBOR plus 90 basis points and a commitment fee of 12.5 basis points on unused commitments. This loan was paid off in April, 2007.
 
Long-term Debt
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt. The debt has a maturity term of 10 years and bears interest at a rate of three-month LIBOR plus 110 basis points. As of September 30, 2007, $50.0 million was outstanding with a rate of 6.30% under this note compared to $50.0 million at a rate of 6.46% at December 31, 2006.
 
The Company issued additional junior subordinated debt securities of $46.4 million at March 30, 2007, and $20.6 million at May 31, 2007. The securities of $46.4 million issued on March 30, 2007 have a scheduled maturity of June 15, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 148 basis points, payable on a quarterly basis. The securities of $20.6 million issued on May 31, 2007 have a scheduled maturity of September 7, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 140 basis points, payable on a quarterly basis.
 
At September 30, 2007, junior subordinated debt securities totaled $121.1 million with a weighted average interest rate of 7.73% compared to $54.1 million with a weighted average rate of 8.39% at December 31, 2006. The junior subordinated debt issued qualifies as Tier 1 capital for regulatory reporting purposes.
 
36

 
Off-Balance-Sheet Arrangements and Contractual Obligations

The following table summarizes the Company’s contractual obligations to make future payments as of September 30, 2007. Payments for deposits and borrowings do not include interest. Payments related to leases are based on amount specified in the underlying contracts.

   
Payment Due by Period
                 
       
More than
 
3 years or
         
       
1 year but
 
more but
         
   
1 year
 
less than
 
less than
 
5 years
     
   
or less
 
3 years
 
5 years
 
or more
 
Total
 
   
(Dollars in thousands)
 
                       
Contractual obligations:
                               
Deposits with stated maturity dates
 
$
3,939,771
 
$
87,344
 
$
1,867
 
$
11
 
$
4,028,993
 
Federal funds purchased
   
98,000
   
-
   
-
   
-
   
98,000
 
Securities sold under agreements to repurchase (1)
   
108,710
   
-
   
150,000
   
850,000
   
1,108,710
 
Advances from the Federal Home Loan Bank (2)
   
244,500
   
-
   
145,180
   
700,000
   
1,089,680
 
Other borrowings
   
3,351
   
-
   
-
   
19,670
   
23,021
 
Long-term debt
   
-
   
-
   
-
   
171,136
   
171,136
 
Operating leases
   
7,231
   
10,184
   
6,256
   
6,380
   
30,051
 
                                 
Total contractual obligations and other commitments
 
$
4,401,563
 
$
97,528
 
$
303,303
 
$
1,747,197
 
$
6,549,591
 

(1)
These repurchase agreements have a final maturity of 5-year, 7-year and 10-year from origination date but are callable on a quarterly basis after the six months or one year anniversary according to agreements.
(2)
FHLB advances of $700.0 million that mature in 2012 have a callable option. On a quarterly basis, $300.0 million are callable on the first anniversary date and $400.0 million are callable on the second anniversary date.
 
Capital Resources

Stockholders’ equity of $948.9 million at September 30, 2007, increased by $5.8 million, or 0.6%, compared to $943.1 million at December 31, 2006. The following table summarizes the activity in stockholders’ equity:
 
(Dollars in thousands)
 
Nine months ended
 
   
September 30, 2007
 
Net income
 
$
94,553
 
Proceeds from shares issued to the Dividend Reinvestment Plan
   
1,837
 
Proceeds from exercise of stock options
   
1,416
 
Tax benefits from stock-based compensation expense
   
503
 
Share-based compensation
   
5,694
 
Purchase of treasury stock
   
(76,908
)
Changes in other comprehensive income
   
2,568
 
Cumulative effect adjustment as a result of adoption of FASB Interpretation
       
No. 48 - Accounting for Uncertainty in Income Taxes
   
(8,524
)
Cash dividends paid
   
(15,294
)
Net increase in stockholders' equity
 
$
5,845
 
 
During the third quarter of 2007, the Company repurchased 175,500 shares of its common stock for $5.4 million, or $30.77 average cost per share. During the first nine months of 2007, the Company repurchased 2,279,553 shares of its common stock for $76.9 million, or $33.74 average cost per share. At September 30, 2007, 172,150 shares remain under the Company’s May 8, 2007, repurchase program. From October 30 to November 2, 2007, the Company repurchased 172,150 shares of its common stock for $5.1 million, or $29.66 average cost per share and thereby completed its May 2007 repurchase program. From January 1, 2007 to November 2, 2007, the Company repurchased 2,451,703 shares of its common stock for $82.0 million, or $33.45 average cost per share.
 
37

 
The Company declared a cash dividend of 9 cents per share for distribution in January 2007 on 51,953,759 shares outstanding and declared a cash dividend of 10.5 cents per share for distribution in April on 51,158,476 shares outstanding, for distribution in July on 49,963,215 shares outstanding, and for distribution in October on 49,819,381 shares outstanding. Total cash dividends paid in 2007, including the $5.2 million paid in October, amounted to $20.5 million.
 
Capital Adequacy Review

Management seeks to maintain the Company's capital at a level sufficient to support future growth, protect depositors and stockholders, and comply with various regulatory requirements.
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt in a private placement transaction. This instrument matures on September 29, 2016. The subordinated debt was issued through the Bank and qualifies as Tier 2 capital for regulatory reporting purposes.
 
In the first half of 2007, the Bancorp issued $67.0 million of junior subordinated debt which generated $65.0 million of Tier 1 capital.
 
Both the Bancorp’s and the Bank’s regulatory capital continued to exceed the regulatory minimum requirements as of September 30, 2007. In addition, the capital ratios of the Bank place it in the “well capitalized” category, which is defined as institutions with a total risk-based ratio equal to or greater than 10.0%, Tier 1 risk-based capital ratio equal to or greater than 6.0%, and Tier 1 leverage capital ratio equal to or greater than 5.0%.
 
38

 
The following table presents the Bancorp’s and the Bank’s capital and leverage ratios as of September 30, 2007, and December 31, 2006:
 
   
Cathay General Bancorp
 
Cathay Bank
 
   
September 30, 2007
 
December 31, 2006
 
September 30, 2007
 
December 31, 2006
 
(Dollars in thousands)
 
Balance
 
%
 
Balance
 
%
 
Balance
 
% 
 
Balance
 
% 
 
                                                   
Tier 1 capital (to risk-weighted assets)
 
$
741,736
   
9.22
 
$
673,705
   
9.40
 
$
730,284
   
9.08
 
$
670,206
   
9.37
 
Tier 1 capital minimum requirement
   
321,968
   
4.00
   
286,744
   
4.00
   
321,600
   
4.00
   
286,238
   
4.00
 
Excess
 
$
419,768
   
5.22
 
$
386,961
   
5.40
 
$
408,684
   
5.08
 
$
383,968
   
5.37
 
                                                   
Total capital (to risk-weighted assets)
 
$
857,482
   
10.65
 
$
788,284
   
11.00
 
$
847,337
   
10.54
 
$
786,092
   
10.99
 
Total capital minimum requirement
   
643,937
   
8.00
   
573,488
   
8.00
   
643,201
   
8.00
   
572,476
   
8.00
 
Excess
 
$
213,545
   
2.65
 
$
214,796
   
3.00
 
$
204,136
   
2.54
 
$
213,616
   
2.99
 
                                                   
Tier 1 capital (to average assets) - Leverage ratio
 
$
741,736
   
8.32
 
$
673,705
   
8.98
 
$
730,284
   
8.20
 
$
670,206
   
8.95
 
Minimum leverage requirement
   
356,806
   
4.00
   
300,055
   
4.00
   
356,107
   
4.00
   
299,409
   
4.00
 
Excess
 
$
384,930
   
4.32
 
$
373,650
   
4.98
 
$
374,177
   
4.20
 
$
370,797
   
4.95
 
                                                   
Risk-weighted assets
 
$
8,049,212
       
$
7,168,601
       
$
8,040,007
       
$
7,155,951
       
Total average assets (1)
 
$
8,920,152
       
$
7,501,371
       
$
8,902,667
       
$
7,485,214
       
 
(1)
The quarterly total average assets reflect all debt securities at amortized cost, equity security with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.
 
Liquidity

Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, federal funds purchased, securities sold under agreements to repurchase, and advances from the Federal Home Loan Bank (“FHLB”). At September 30, 2007, our liquidity ratio (defined as net cash, short-term and marketable securities to net deposits and short-term liabilities) was at 16.4% compared to 15.4% at year-end 2006.
 
To supplement its liquidity needs, the Bank maintains credit lines which total $258.0 million for federal funds with five correspondent banks, and master agreements with brokerage firms for the sale of securities subject to repurchase. The Bank is also a shareholder of the FHLB of San Francisco, enabling it to have access to lower cost FHLB financing when necessary. As of September 30, 2007, the Bank had an approved credit line with the FHLB of San Francisco totaling $1.3 billion. The total advances outstanding with the FHLB of San Francisco at September 30, 2007, was $1.1 billion. These borrowings are secured by loans and securities.
 
Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities sold under agreements to repurchase, and unpledged investment securities available-for-sale. At September 30, 2007, investment securities available-for-sale at fair value totaled $2.0 billion, with $1.6 billion pledged as collateral for borrowings and other commitments. The remaining $444.2 million was available as additional liquidity or to be pledged as collateral for additional borrowings.
 
Approximately 98% of the Company’s time deposits are maturing within one year or less as of September 30, 2007. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect that the outflow will be minimal and can be replenished through our normal growth in deposits. Management believes the above-mentioned sources will provide adequate liquidity to the Bank to meet its daily operating needs.
 
39

 
The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank and proceeds from the issuance of securities, including proceeds from the issuance of its common stock pursuant to its Dividend Reinvestment Plan and the exercise of stock options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. The business activities of the Bancorp consist primarily of the operation of the Bank with limited activities in other investments. Management believes the Bancorp’s liquidity generated from its prevailing sources is sufficient to meet its operational needs.
 
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Market Risk

We use a net interest income simulation model to measure the extent of the differences in the behavior of the lending and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the Companys traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 100 basis point increments.
 
Although the modeling is very helpful in managing interest rate risk, it does require significant assumptions for the projection of loan prepayment rates on mortgage related assets, loan volumes and pricing, and deposit and borrowing volume and pricing, that might prove inaccurate. Because these assumptions are inherently uncertain, the model cannot precisely estimate net interest income, or precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rates changes, the differences between actual experience and the assumed volume, changes in market conditions, and management strategies, among other factors. The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.
 
We establish a tolerance level in our policy to define and limit interest income volatility to a change of plus or minus 15% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. The Company’s simulation model also projects the net economic value of our portfolio of assets and liabilities. We have established a tolerance level in our policy to value the net economic value of our portfolio of assets and liabilities to a change of plus or minus 15% when the hypothetical rate change is plus or minus 200 basis points. At September 30, 2007, the market value of equity exceeded management’s 15% limit for a hypothetical upward rate change of 200 basis points. Management intends to take steps over the remainder of the year to reduce this exposure.
 
40

 
The table below shows the estimated impact of changes in interest rate on net interest income and market value of equity as of September 30, 2007:

   
 
     
   
Net Interest
 
Market Value
 
   
Income
 
of Equity
 
   
Volatility (1)
 
Volatility (2)
 
Change in Interest Rate (Basis Points)
 
September 30, 2007
 
September 30, 2007
 
+200
   
-12.40
   
-22.54
 
+100
   
-5.28
   
-11.38
 
-100
   
-2.69
   
1.68
 
-200
   
-6.55
   
3.46
 
               

(1)
The percentage change in this column represents net interest income of the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios.
(2)
The percentage change in this column represents net portfolio value of the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios.

Item 4. CONTROLS AND PROCEDURES.
 
The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
There has not been any change in our internal control over financial reporting, that occurred during the fiscal quarter covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. LEGAL PROCEEDINGS.
 
The Bancorp’s wholly-owned subsidiary, Cathay Bank, is a party to ordinary routine litigation from time to time incidental to various aspects of its operations. Management is not currently aware of any litigation that is expected to have a material adverse impact on the Company’s consolidated financial condition or the results of operations.
 
41

 
Item 1a. RISK FACTORS.

There is no material change from risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

The Company primarily operates in California with twenty one branches in Southern California and ten branches in Northern California among its 50 branches nationwide. Adverse economic conditions caused by wildfire, earthquake and other natural disasters could impair borrowers’ ability to service their loans, decrease the level and duration of deposits by customers and erode the value of loan collateral. These events could increase the amount of our non-performing assets and have an adverse effect on our efforts to collect our non-performing loans and otherwise liquidate our non-performing assets (including other real estate owned) on terms favorable to us.

In October 2007, the wildfires raging across Southern California due to dry weather and high winds have damaged lives and residential properties, and caused huge economic losses. There was no adverse impact on the Company’s business from October 2007’s Southern California wildfire.

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

 
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a) Total Number of Shares (or Units) Purchased
(b) Average Price Paid per Share (or Unit)
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (July 1, 2007 - July 31, 2007)
NONE
   
347,650
Month #2 (August 1, 2007 - August 31, 2007)
175,500
$30.77
 
172,150
Month #3 (September 1, 2007 - September 30, 2007)
NONE
   
172,150
Total
175,500
$30.77
 
172,150
 
42

 
During the third quarter of 2007, the Company repurchased 175,500 shares of its common stock for $5.4 million, or $30.77 average cost per share. During the first nine months of 2007, the Company repurchased 2,279,553 shares of its common stock for $76.9 million, or $33.74 average cost per share. At September 30, 2007, 172,150 shares remain under the Company’s May 8, 2007, repurchase program.
 
From October 30, 2007, to November 2, 2007, the Company repurchased 172,150 shares of its common stock for $5.1 million or $29.66 average cost per share and thereby completed its May 8, 2007 repurchase program. From January 1, 2007 to November 2, 2007, the Company repurchased 2,451,703 shares of its common stock for $82.0 million, or $33.45 average cost per share.
 
Item 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

Not applicable.

Item 5. OTHER INFORMATION.

The Bonus Deferral Agreement that the Company entered into with its Chairman of the Board, President, and Chief Executive Officer, Mr. Dunson Cheng, effective November 23, 2004 was amended and restated on November 8, 2007 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). A copy of the amended and restated agreement is filed as an exhibit to this report. The Bonus Deferral Agreement provided for the deferral by Mr. Cheng of the payment of that portion of his incentive bonus for 2004 that was in excess of $225,000 until January 1 of the first year following Mr. Cheng’s separation from service with the Company. It has been amended to provide that, if Mr. Cheng is a specified employee under Section 409A(a)(2)(B)(i) of the Code, payment of the deferred amount will be delayed to the later of: (i) January 1 of the first year following his separation from service; or (ii) the first day of the seventh month following his separation from service.

The 2005 Incentive Plan has also been amended to add certain provisions that deal with Section 409A of the Code. A copy of the amended and restated 2005 Incentive Plan is filed as an exhibit to this report.
 
43

 
Item 6. EXHIBITS.
 
(i)
Exhibit 10.6.1 Amended and Restated Bonus Deferral Agreement. *

(ii)
Exhibit 10.8.1 Amended and Restated Cathay General Bancorp 2005 Incentive Plan. *

(iii)
Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
(iv)
Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(v)
Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(vi)
Exhibit 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

* Management contract or compensatory plan or arrangement.
44

 
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.
 
     
 
Cathay General Bancorp
(Registrant)
 
 
 
 
 
 
Date: November 9, 2007
By:   /s/ Dunson K. Cheng
 
Dunson K. Cheng
Chairman, President, and Chief Executive Officer
   
 
     
 
 
 
 
 
 
Date: November 9, 2007
By:   /s/ Heng W. Chen
 
Heng W. Chen
Executive Vice President and Chief Financial Officer
   
 
45

EX-10.6.1 2 v092775_ex10-61.htm

Exhibit 10.6.1
 
Cathay Bank
 
Bonus Deferral Agreement
 
This Bonus Deferral Agreement ("Agreement"), is amended and restated effective as of November 23, 2004, between Dunson Cheng, Chairman, President, & CEO of Cathay General Bancorp and Cathay Bank (the "Executive"), and Cathay General Bancorp and Cathay Bank (collectively, the "Company") constitutes the agreement between the Executive and the Company for the deferral by the Executive of payment of that portion of the Executive's incentive bonus for 2004 in excess of $225,000 ("Deferred Amount"). Except as otherwise provided for below, the Company shall pay the Deferred Amount on January 1 of the first year following the Executive's separation from service from the Company. If the Executive is a specified employee (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code") and determined pursuant to related IRS guidance and Treasury regulations now and as may be enacted in the future), the Company shall pay the Deferred Amount on the later of: (i) January 1 of the first year following the Executive's separation from service from the Company; or (ii) the first day of the seventh month following the Executive's separation from service with the Company. The Company may delay the Deferred Amount payment in accordance with Section 1.409A-2(b)(7)(i) of the Treasury regulations to the extent that it reasonably anticipates that if the payment were made as scheduled, the Company's deduction with respect to such payment would not be permitted due to the application of Code Section 162(m).
 
1.  In exchange for the Agreement by the Executive to defer payment of the Deferred Amount, the Company will compute interest beginning December 16, 2004, at 7.0% per annum computed based on the actual number of days during each period divided by the actual number of days for the full year. The Deferred Amount will be increased at the end of each quarter by the interest so computed for the last quarter. For December 31, 2004, the Deferred Amount will be increased by the interest so computed for the December 16 to December 31, 2004, period. Beginning on the tenth anniversary of the Agreement, the interest rate shall be adjusted to 275 basis points over the then prevailing interest rate on a ten-year U. S. Treasury note.
 
2.  Executive agrees to allow the Company to amend the terms of the Agreement, including further deferring the date of the payment of the Deferred Amount, and take such other actions as may be necessary, to comply Code Section 409A and related IRS guidance and Treasury regulations now and as may be enacted in the future and to comply with any corresponding California income tax law and regulations that may be in effect as of or enacted subsequent to the date of this Agreement. However, any changes to the Deferred Amount and Section 1 above require the consent of Executive.
 
3.  The Company shall indemnify and reimburse to the Executive an amount which after payment of applicable Federal, state, and local taxes by the Executive would be sufficient to pay any Federal and California taxes that are incurred by the Executive as a result of failure to comply with Section 409A and related regulations of the Code and any corresponding California income tax law and regulations ("Gross-Up Payment"). Except as provided in the preceding sentence, the Company is not providing any indemnification to the Executive for any normal or regular Federal or state income taxes related to the Deferred Amount. Any Gross-Up Payment shall be promptly paid by the Company to the Executive, but by no later than the end of the Executive's taxable year next following the Executive's taxable year in which the Executive remits the related taxes.
 
-1-

 
4.  Cathay General Bancorp ("Bancorp") and Cathay Bank ("Bank") shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Bancorp or Bank, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Bancorp or the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the "Company" shall mean the Bancorp and Bank as hereinbefore defined and any successor to their respective business and/or assets as aforesaid that becomes bound by the terms and provisions of this Agreement, by operation of law or otherwise.
 
5.  This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees, and beneficiaries. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.
 
6.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If any of the provisions of this Agreement are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible.
 
7.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
 
     
  EXECUTIVE
 
 
 
 
 
 
 
By:
/s/ Dunson Cheng
    Dunson Cheng, Chairman, President, & CEO
     
Date:
November 6, 2007
     
     
 
CATHAY GENERAL BANCORP
   
  By: 
/s/ Peter Wu
    Peter Wu, Executive Vice Chairman and COO
     
  By:
/s/ Heng Chen
    Heng Chen, EVP & CFO
     
  Date:
November 8, 2007
     
     
  CATHAY BANK
     
  By: 
/s/ Peter Wu
    Peter Wu,  Executive Vice Chairman and COO
     
  By: 
/s/ Heng Chen
    Heng Chen, EVP & CFO
     
  Date:
November 8, 2007
 

-2-

 
EX-10.8.1 3 v092775_ex10-81.htm
Exhibit 10.8.1

CATHAY GENERAL BANCORP
2005 INCENTIVE PLAN

        1.    Purposes of the Plan.    

        The purpose of this Plan is to provide a means by which eligible recipients of options and other Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock of Cathay General Bancorp, a Delaware corporation (the “Company”), through the granting of Incentive Stock Options, Nonstatutory Stock Options, Shares, Stock Units and Stock Appreciation Rights. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards or Cash Awards, to attract and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

        2.    Definitions.    

        As used herein, the following definitions shall apply:

        (a)  "Administrator"  means the Board, any Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan.

        (b)  "Affiliate"  means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.

        (c)  "Applicable Laws"  means the requirements relating to the administration of stock option and stock award plans under U.S. federal and state laws, the Code, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company's agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.

        (d)  "Award"  means a Cash Award, Stock Award, or Option granted in accordance with the terms of the Plan.
 


 
        (e)  "Awardee"  means an Employee or Director of the Company or any Affiliate who has been granted an Award under the Plan.

        (f)  "Award Agreement"  means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.

        (g)  "Board"  means the Board of Directors of the Company.

        (h)  "Cash Award"  means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the "Cash Award Agreement").

        (i)  "Change in Control"  means any of the following, unless the Administrator provides otherwise:

        i.      any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction),

        ii.     the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary),

        iii.    the acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act),

        iv.    the dissolution or liquidation of the Company,

        v.     a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees (the “Incumbent Directors”) cease to constitute a majority of the Board; provided however that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least fifty percent (50%) of the Incumbent Directors, such new Director shall be considered as an Incumbent Director, or
 
2


 
        vi.    any other event specified by the Board or a Committee, regardless of whether at the time an Award is granted or thereafter.

        (j)  "Code"  means the United States Internal Revenue Code of 1986, as amended.

        (k)  "Committee"  means the compensation committee of the Board or a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

        (l)  "Common Stock"  means the common stock of the Company.

        (m)  "Company"  means Cathay General Bancorp, a Delaware corporation, or its successor.

        (n)  "Conversion Award"  has the meaning set forth in Section 4(b)(xi) of the Plan.

        (o)  "Director"  means a member of the Board.

        (p)  "Employee"  means a regular, active employee of the Company or any Affiliate, including an Officer and/or Director. The Administrator shall determine whether or not the chairman of the Board qualifies as an "Employee." Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual's status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee's status from an employee to a Director, and (v) at the request of the Company or an Affiliate an employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.

        (q)  "Exchange Act"  means the United States Securities Exchange Act of 1934, as amended.

        (r)  "Fair Market Value"  means, unless the Administrator determines otherwise, as of any date, either the closing sale price for the Common Stock or the closing bid if no sales were reported, or the average of the bid and ask prices, as selected by the Administrator in its discretion, as reported in such source as the Administrator shall determine.
 
3

 
        (s)  "Grant Date"  means the date upon which an Award is granted to an Awardee pursuant to this Plan.

        (t)  "Incentive Stock Option"  means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

        (u)  “Nasdaq” means the Nasdaq Global Select Market or its successor. 

        (v) "Nonstatutory Stock Option"  means an Option not intended to qualify as an Incentive Stock Option.

        (w)  "Officer"  means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

        (x)  "Option"  means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the "Option Agreement"). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.

        (y)  "Participant"  means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.

        (z)  "Plan"  means this Cathay General Bancorp 2005 Incentive Plan.

        (aa)  "Qualifying Performance Criteria"  shall have the meaning set forth in Section 13(b) of the Plan.

        (bb)  "Share"  means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

        (cc)  “Stock Appreciation Right” means a right to receive cash and/or shares of Common Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock granted under Section 11. 
 
4

 
 (dd) "Stock Award"  means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made under Section 11 of the Plan, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the "Stock Award Agreement").

        (ee)  "Stock Unit"  means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.

        (ff)  "Subsidiary"  means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.

        (gg)  "Termination of Employment"  shall mean ceasing to be an Employee or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.

        (hh)  "Total and Permanent Disability"  shall have the meaning set forth in Section 22(e)(3) of the Code.

        3.    Stock Subject to the Plan.    

        (a)    Aggregate Limits.    Subject to the provisions of Section 14 of the Plan, the aggregate number of Shares that may be issued pursuant to Awards granted under the Plan is 3,131,854 Shares increased by up to 3,624,586 Shares that are issuable upon exercise of options granted pursuant to the Company’s Equity Incentive Plan (the “Prior Plan”) that terminate or expire or become unexercisable for any reason without having been exercised in full after March 22, 2005. Shares subject to Awards that are cancelled, expire or are forfeited shall be available for re-grant under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

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            (b)    Code Section 162(m) Limits.    Subject to the provisions of Section 14 of the Plan, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 1,000,000. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 14(a) of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as "performance based compensation" under Code Section 162(m).

        4.    Administration of the Plan.    

        (a)    Procedure.    

        i.    Multiple Administrative Bodies.    The Plan shall be administered by the Board, a Committee and/or their delegates.

        ii.    Section 162.    To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, Awards to "covered employees" within the meaning of Section 162(m) of the Code or Employees that the Committee determines may be "covered employees" in the future shall be made by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.

        iii.    Rule 16b-3.    To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more "non-employee directors" within the meaning of Rule 16b-3.

        iv.    Other Administration.    The Board or a Committee may delegate to an authorized officer or officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, "covered employees" under Section 162(m) of the Code.

        v.    Delegation of Authority for the Day-to-Day Administration of the Plan.    Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.
 
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vi. Nasdaq. In addition, the Plan will be administered in a manner that complies with any applicable Nasdaq or stock exchange listing requirements.

        (b)    Powers of the Administrator.    Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion:

        i.      to select the Employees and Directors of the Company or its Affiliates to whom Awards are to be granted hereunder;

        ii.     to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted hereunder;

        iii.    to determine the type of Award to be granted to the selected Employees and Directors;

        iv.    to approve forms of Award Agreements for use under the Plan;

        v.    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter;

        vi.     to correct administrative errors;

        vii.    to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;

        viii.   to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice;
 
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        ix.  to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;

        x.    to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to Section 15 of the Plan and except as set forth in that Section, may not impair any outstanding Award unless agreed to in writing by the Participant;

        xi.     to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of a Nonstatutory Stock Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide;

        xii.    to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the "Conversion Awards"). Any conversion or substitution shall be effective as of the close of the merger, acquisition or other transaction. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity; provided, however, that with respect to the conversion of stock appreciation rights in the acquired entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan;

        xiii.   to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

        xiv.  to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;
 
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        xv.  to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; and

        xvi.   to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

        (c)    Effect of Administrator's Decision.    All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

        5.    Eligibility.    

        Awards may be granted to Employees and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company.

        6.    Term of Plan.    

        The Plan shall become effective upon its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years from the date the Plan is approved by stockholders of the Company unless terminated earlier under Section 15 of the Plan.

        7.    Term of Award.    

        The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years from the Grant Date; and provided further that the term may be ten and one-half (101/2) years (or a shorter period) in the case of Options granted to Employees in certain jurisdictions outside the United States as determined by the Administrator.
 
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        8.    Options.    

        The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an event or condition within the control of the Awardee or within the control of others.

        (a)    Option Agreement.    Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.

        (b)    Exercise Price.    The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

        i.      In the case of an Incentive Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date; provided however that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the Grant Date.

        ii.     In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

        iii.    Notwithstanding the foregoing, at the Administrator's discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion.
 
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        (c)    No Option Repricings.    Other than in connection with a change in the Company’s capitalization (as described in Section 14(a) of the Plan), the exercise price of an Option may not be reduced without stockholder approval.

        (d)    Vesting Period and Exercise Dates.    Options granted under this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option's term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant's right to exercise all or part of the Option.

        (e)    Form of Consideration.    The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:

        i.      cash;

        ii.     check or wire transfer (denominated in U.S. Dollars);

        iii.    subject to any conditions or limitations established by the Administrator, other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, provided that prior to the date on which the Company becomes subject to FAS 123R, such Shares shall, in the case of Shares acquired by the Participant upon the exercise of an Option, have been owned by the Participant for more than six months on the date of surrender;

        iv.    consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator;

        v.     such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

        vi.    any combination of the foregoing methods of payment.
 
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        9.    Incentive Stock Option Limitations/Terms.    

        (a)    Eligibility.    Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.

        (b)    $100,000 Limitation.    Notwithstanding the designation "Incentive Stock Option" in an Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.

        (c)    Effect of Termination of Employment on Incentive Stock Options.    

        i.    Generally.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment other than as a result of circumstances described in Sections 9(c)(ii) and (iii) below, any outstanding Incentive Stock Option granted to such Awardee, whether vested or unvested, to the extent not theretofore exercised, shall terminate immediately upon the Awardee's Termination of Employment; provided, however, that the Administrator may in the Option Agreement specify a period of time (but not beyond the expiration date of the Option) following Termination of Employment during which the Awardee may exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end of such period to the extent the Awardee has not exercised it within such period.

        ii.    Disability of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's disability, all outstanding Incentive Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may be exercised by the Awardee until (A) one (1) year following Awardee's Termination of Employment as a result of Awardee’s disability, including Total and Permanent Disability; provided, however, that in no event shall an Incentive Stock Option be exercisable after the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
 
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        iii.    Death of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's death, all outstanding Incentive Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) one (1) year following the Awardee's death or (B) the expiration of the term of such Option. If an Incentive Stock Option is held by the Awardee when he or she dies, the Incentive Stock Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided in Section 16 of the Plan), the executor or administrator of the Awardee's estate or, if none, by the person(s) entitled to exercise the Incentive Stock Option under the Awardee's will or the laws of descent or distribution. If the Incentive Stock Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate.

iv. Other Terminations of Employment. The Administrator may provide in the applicable Option Agreement for different treatment of Options upon Termination of Employment of the Awardee than that specified above.

(d) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Adwardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

        (e)    Transferability.    An Incentive Stock Option cannot be transferred by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by the Awardee. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer.
 
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        (f)    Exercise Price.    The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with Section 8(b)(i) of the Plan.

        (g)    Other Terms.    Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code.

        10.    Exercise of Option.    

        (a)    Procedure for Exercise; Rights as a Stockholder.    

        i.      Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Option Agreement.

        ii.     An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) payment of all applicable withholding taxes.

        iii.    Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.

        iv.    The Company shall issue (or cause to be issued) such Shares as administratively practicable after the Option is exercised. An Option may not be exercised for a fraction of a Share.

        (b)    Effect of Termination of Employment on Nonstatutory Stock Options.    

        i.    Generally.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment other than as a result of circumstances described in Sections 10(b)(ii) and (iii) below, any outstanding Nonstatutory Stock Option granted to such Awardee, whether vested or unvested, to the extent not theretofore exercised, shall terminate immediately upon the Awardee's Termination of Employment; provided, however, that the Administrator may in the Option Agreement specify a period of time (but not beyond the expiration date of the Option) following Termination of Employment during which the Awardee may exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end of such period to the extent the Awardee has not exercised it within such period.
 
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        ii.    Disability of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's disability, all outstanding Nonstatutory Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may be exercised by the Awardee until (A) one(1) year following Awardee’s Termination of Employment as a result of Awardee’s disability, including Total and Permanent Disability or (B) the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.

        iii.    Death of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's death, all outstanding Nonstatutory Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) one (1) year following the Awardee's death or (B) the expiration of the term of such Option. If a Nonstatutory Stock Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided in Section 16 of the Plan), the executor or administrator of the Awardee's estate or, if none, by the person(s) entitled to exercise the Nonstatutory Stock Option under the Awardee's will or the laws of descent or distribution. If the Nonstatutory Stock Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate.

(c) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Adwardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.
 
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        11.    Stock Awards.    

        (a)    Stock Award Agreement.    Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award, and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.

        (b)    Restrictions and Performance Criteria.    The grant, issuance, retention and/or vesting of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Notwithstanding anything to the contrary herein, the performance criteria for any Stock Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing not later than ninety (90) days after the commencement of the period of service to which the performance goals relates, provided that the outcome is substantially uncertain at that time (or in such other manner that complies with Section 162(m)).

        (c)    Forfeiture.    Unless otherwise provided for by the Administrator, upon the Awardee's Termination of Employment, the Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased any Shares, the Company shall have a right to repurchase the unvested Shares at such price and on such terms and conditions as the Administrator determines.
 
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        (d)    Rights as a Stockholder.    Unless otherwise provided by the Administrator, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a Participant holding Stock Units shall be entitled to receive dividend payments as if he or she was an actual stockholder.

(e) Stock Appreciation Rights.
 
i. General. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. The Board may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the Participant shall be provided for in the Stock Award Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement.

ii. Exercise of Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, in whole or in part, the Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on the grant date of the Shares covered by the exercised portion of the Stock Appreciation Right (or such other amount calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant upon the exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised when the Company receives written notice of exercise in accordance with the terms of the Stock Award Agreement from the person entitled to exercise the Stock Appreciation Right.
 
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iii. Nonassignability of Stock Appreciation Rights. Except as determined by the Board, no Stock Appreciation Right shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution.

12.    Cash Awards.    

        Each Cash Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one (1) year.

        (a)    Cash Award.    Each Cash Award shall contain provisions regarding (i) the target and maximum amount payable to the Participant as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Administrator. The maximum amount payable as a Cash Award may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of a Cash Award granted under this Plan for any fiscal year to any Awardee that is intended to satisfy the requirements for "performance based compensation" under Section 162(m) of the Code shall not exceed U.S. $3,000,000.

        (b)    Performance Criteria.    The Administrator shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations. The Administrator may specify the percentage of the target Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria for any portion of a Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be a measure established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing not later than 90 days after the commencement of the period of service to which the performance goals relates, provided that the outcome is substantially uncertain at that time (or in such other manner that complies with Section 162(m)).
 
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        (c)    Timing and Form of Payment.    The Administrator shall determine the timing of payment of any Cash Award. The Administrator may provide for or, subject to such terms and conditions as the Administrator may specify, may permit an Awardee to elect for the payment of any Cash Award to be deferred to a specified date or event. The Administrator may specify the form of payment of Cash Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such portion thereof as the Administrator may specify, to be paid in whole or in part in cash or other property.

        (d)    Termination of Employment.    The Administrator shall have the discretion to determine the effect a Termination of Employment due to (i) disability, (ii) death, or (iii) otherwise shall have on any Cash Award.

        13.    Other Provisions Applicable to Awards.    

        (a)    Non-Transferability of Awards.    Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution. Subject to Section 9(e), the Administrator may in its discretion make an Award transferable to an Awardee's family member or any other person or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.

        (b)    Qualifying Performance Criteria.    For purposes of this Plan, the term "Qualifying Performance Criteria" shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders' equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income, in aggregate or per share; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) growth of revenue, operating income or net income; (xxv) efficiency ratio; (xxvi) ratio of nonperforming assets to total assets; and (xxvii) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements.
 
19

 
        (c)    Certification.    Prior to the payment of any compensation under an Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock).

        (d)    Discretionary Adjustments Pursuant to Section 162(m).    Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to "covered employees" within the meaning of Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

        (e)    Compliance with Section 409A.    Notwithstanding anything to the contrary contained herein, to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a Participant holding an Award that constitutes “deferred compensation” under Section 409A and the Guidance is a “specified employee” (also as defined thereunder), no distribution or payment of any amount shall be made before a date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A and the Guidance) or, if earlier, the date of the Participant’s death.
 
20

 
        (f)    Deferral of Award Benefits. The Administrator may in its discretion and upon such terms and conditions as it determines appropriate permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer compensation arising outside the terms of this Plan pursuant to a program that provides for deferred payment in satisfaction of such other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an Award Agreement in such form as the Administrator shall from time to time establish, and no such deferral arrangement shall be a valid and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved, including through the Administrator’s establishing a written program (the “Program”) under this Plan to govern the form of Award Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of dividends or dividend equivalent rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its agent in a form and manner that complies with Code Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as well as the time and form of such distribution in a manner that complies with Code Section 409A and the Guidance.

        14.    Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.    

        (a)    Changes in Capitalization.    Subject to any required action by the stockholders of the Company, (i) the number and kind of Shares covered by each outstanding Award, (ii) the price per Share subject to each such outstanding Award, and (iii) each of the Share limitations set forth in Section 3 of the Plan, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.
 
21

 
        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares subject thereto issued to the Awardee and unless otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction.

        (c)    Change in Control.    In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment to, each outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Cash Awards or Stock Awards; and/or (iii) provide for termination of Awards as a result of the Change of Control on such terms and conditions as it deems appropriate, including providing for the cancellation of Awards for a cash payment to the Participant.

        15.    Amendment and Termination of the Plan.    

        (a)    Amendment and Termination.    The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law. To the extent required to comply with Section 162(m), the Company shall seek re-approval of the Plan from time to time by the stockholders. In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment shall be made that would:

        i.      materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 14 of the Plan;

        ii.     reduce the minimum exercise price at which Options may be granted under the Plan;

        iii.     result in a repricing of Options by (x) reducing the exercise price of outstanding Options or (y) canceling an outstanding Option held by an Awardee and re-granting to the Awardee a new Option with a lower exercise price, in either case other than in connection with a change in the Company’s capitalization pursuant to Section 14 of the Plan; or
 
22


 
        iv.    change the class of persons eligible to receive Awards under the Plan.

        (b)    Effect of Amendment or Termination.    No amendment, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided further that the Administrator may amend an outstanding Award in order to conform it to the Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

        (c)    Effect of the Plan on Other Arrangements.    Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating an Awardee’s benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides.

        16.    Designation of Beneficiary.    

        (a)   An Awardee may file a written designation of a beneficiary who is to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.

        (b)   Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee's death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
 
23

 
        17.    No Right to Awards or to Employment.    

        No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

        18.    Legal Compliance.    

        Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

        19.    Inability to Obtain Authority.    

        To the extent the Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

        20.    Reservation of Shares.    

        The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

        21.    Notice.    

        Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.
 
24

 
        22.    Governing Law; Interpretation of Plan and Awards.    

        (a)   This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware.

        (b)   In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

        (c)   The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

        (d)   The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

        (e)   All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator's decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator's decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review.

        (f)    Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision by the Administrator. The arbitrator shall be selected from amongst those members of the Board who are neither Administrators nor Employees. If there are no such members of the Board, the arbitrator shall be selected by the Board. The arbitrator shall be an individual who is an attorney licensed to practice law in the State of Delaware. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction.
 
25

 
        23.    Limitation on Liability.    

        The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:
 
(a)    The Non-Issuance of Shares.    The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and
 
(b)    Tax Consequences.    Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result.

        24.    Unfunded Plan.    

        Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan.


26


EX-31.1 4 v092775_ex31-1.htm
 
Exhibit 31.1
 
I, Dunson K. Cheng, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Cathay General Bancorp;
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 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 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 we have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made 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.
 
5. The registrant’s other certifying officer 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 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 controls 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.
 
 
By: /s / Dunson K. Cheng
 
Dunson K. Cheng
President and Chief Executive Officer
 
Date: November 9, 2007
 
 
 

 
EX-31.2 5 v092775_ex31-2.htm

Exhibit 31.2
I, Heng W. Chen, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Cathay General Bancorp;
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 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 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 we have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made 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.
 
5. The registrant’s other certifying officer 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 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 controls 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.
 
 
By: /s/ Heng W. Chen
 
Heng W. Chen
Executive Vice President and Chief Financial Officer
 
Date: November 9, 2007
 
 
 

 
EX-32.1 6 v092775_ex32-1.htm
Exhibit 32.1
 
CEO CERTIFICATION PURSUANT TO
 
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cathay General Bancorp (the “Company”) on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dunson K. Cheng, chief executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
By: /s / Dunson K. Cheng
 
Dunson K. Cheng
President and Chief Executive Officer
 
Date: November 9, 2007

 
 

 
EX-32.2 7 v092775_ex32-2.htm

Exhibit 32.2
 
CFO CERTIFICATION PURSUANT TO
 
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cathay General Bancorp (the “Company”) on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heng W. Chen, chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
By: /s/ Heng W. Chen
 
Heng W. Chen
Executive Vice President and Chief Financial Officer
 
Date: November 9, 2007

 
 

 
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