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, 2002 or
[ ] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _____________ to _____________
NARA BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-4849715 |
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(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
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3701 Wilshire Boulevard, Suite 220, Los Angeles, California | 90010 |
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(Address of Principal executive offices) | (ZIP Code) |
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(213) 639-1700
(Registrant’s telephone number, including area code)
Nara Bank, N.A.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of September 30, 2002, there were 5,360,365 outstanding shares of the issuer’s Common Stock, $0.001 par value.
TABLE OF CONTENTS
Table of Contents
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PART I FINANCIAL INFORMATION | | |
Item 1. | FINANCIAL STATEMENTS | | | |
| Consolidated Statements of Financial Condition – September 30, 2002 and December 31, 2001 | | 2 | |
| Consolidated Statements of Income – Three and Nine Months Ended September 30, 2002 and 2001 | | 3 | |
| Consolidated Statement of Stockholders’ Equity – Nine Months Ended June 30, 2002 | | 4 | |
| Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2002 and 2001 | | 5 | |
| Notes to Consolidated Financial Statements | | 6 | |
Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 15 | |
Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 34 | |
Item 4. | CONTROLS AND PROCEDURES | | 37 | |
PART II OTHER INFORMATION | | |
Item 1. | Legal Proceeding | | 38 | |
Item 2. | Change in Securities and Use of Proceeds | | 38 | |
Item 3. | Defaults upon Senior Securities | | 38 | |
Item 4. | Submission of Matters to a vote of Securities Holders | | 38 | |
Item 5. | Other information | | 39 | |
Item 6. | Exhibits and Reports on Form 8-K | | 39 | |
| Signature | | 40 | |
| Certification | | 41 | |
| Index to Exhibits | | 43 | |
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)ASSETS | September 30 | | December 31, |
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| 2002 | | 2001 |
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Cash and due from banks | $ | 33,481,255 | | $ | 30,364,996 |
Federal funds sold | | 7,000,000 | | | 42,230,000 |
Interest-bearing deposits in other banks | | 95,000 | | | 487,000 |
Securities available for sale, at fair value | | 84,178,136 | | | 65,131,608 |
Securities held to maturity, at amortized cost (fair value: 9/30/02 - $2,928,090 ; 12/31/01- $4,274,010) | | 2,765,708 | | | 4,323,569 |
Interest-only strips, at fair value | | 265,358 | | | 224,322 |
Loans held for sale, at the lower of cost or market | | 5,002,735 | | | 3,657,842 |
Loans receivable, net of allowance for loan losses (9/30/2002 - $7,068,386; 12/31/2001 - $6,709,575) | | 656,372,696 | | | 498,482,682 |
Federal Reserve Bank stock | | 963,465 | | | 918,300 |
Federal Home Loan Bank stock | | 3,250,000 | | | 266,700 |
Premises and equipment | | 5,057,911 | | | 5,301,080 |
Other real estate owned | | 35,545 | | | — |
Accrued interest receivable | | 3,392,855 | | | 3,242,772 |
Servicing assets | | 1,723,795 | | | 1,182,414 |
Deferred income taxes, net | | 4,594,549 | | | 5,994,002 |
Customers’ acceptance liabilities | | 6,141,866 | | | 2,609,753 |
Cash surrender value of life insurance | | 10,689,367 | | | 10,429,962 |
Goodwill and intangible assets, net | | 1,252,618 | | | 1,347,030 |
Interest rate swaps, at fair value | | 2,184,179 | | | — |
Other assets | | 4,462,861 | | | 3,244,143 |
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TOTAL | $ | 832,909,899 | | $ | 679,438,175 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
LIABILITIES: | | | | | |
Deposits: | | | | | |
Noninterest-bearing | $ | 208,167,381 | | $ | 199,082,971 |
Interest-bearing: | | | | | |
Money market and other | | 81,050,077 | | | 84,102,987 |
Savings deposits | | 75,784,831 | | | 78,932,997 |
Time deposits of $100,000 or more | | 224,400,329 | | | 158,224,821 |
Other time deposits | | 81,701,839 | | | 69,500,626 |
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Total deposits | | 671,104,457 | | | 589,844,402 |
Borrowing from Federal Home Loan Bank | | 65,000,000 | | | 5,000,000 |
Subordinated notes | | — | | | 4,300,000 |
Accrued interest payable | | 2,787,830 | | | 3,205,721 |
Acceptances outstanding | | 6,141,866 | | | 2,609,753 |
Negative goodwill, net | | — | | | 4,192,334 |
Trust Preferred Securities | | 17,407,638 | | | 9,665,082 |
Other liabilities | | 7,404,980 | | | 5,193,475 |
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Total liabilities | | 769,846,771 | | | 624,010,767 |
Commitments and Contingencies (Note 8) | | | | | |
Stockholders’ equity: | | | | | |
Common stock, $0.001 par value; authorized, 20,000,000 shares and 10,000,000 shares at September 30, 2002 and December 31, 2001, respectively; issued and outstanding, 5,360,365 and 5,572,837 shares at September 30, 2002 and December 31, 2001, respectively | | 5,360 | | | 5,573 |
Capital surplus | | 27,828,974 | | | 32,989,549 |
Retained earnings | | 32,772,939 | | | 22,075,612 |
Accumulated other comprehensive income : | | | | | |
Unrealized gain on securities available for sale and interest-only strips, net of taxes of $771,520 and $36,086 at September 30, 2002 and December 31, 2001, respectively | | 1,211,409 | | | 356,674 |
Unrealized gain on interest rate swaps, net of tax of $829,630 at September 30, 2002 | | 1,244,446 | | | — |
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Total stockholders’ equity | | 63,063,128 | | | 55,427,408 |
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Total liabilities and stockholders’ equity | $ | 832,909,899 | | $ | 679,438,175 |
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See accompanying notes to consolidated financial statements | | |
2
CONSOLIDATED STATEMENTS OF INCOME
For the three months and nine months ended September 30, 2002 and 2001
(Unaudited)
| Three Months Ended September 30,
| | Nine Months Ended September 30,
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| 2002 | | 2001 | | 2002 | | 2001 |
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INTEREST INCOME: | | | | | | | | | | | | | | | |
Interest and fees on loans | $ | 11,414,320 | | | $ | 10,231,787 | | | $ | 30,810,690 | | | $ | 30,720,483 | |
Interest on securities | | 1,172,070 | | | | 1,103,383 | | | | 3,850,317 | | | | 3,663,622 | |
Interest on other investments, including TCD with other financial institution | | 53,143 | | | | 42,432 | | | | 95,903 | | | | 247,484 | |
Interest on federal funds sold | | 98,829 | | | | 343,553 | | | | 346,249 | | | | 2,130,630 | |
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Total interest income | | 12,738,362 | | | | 11,721,155 | | | | 35,103,159 | | | | 36,762,219 | |
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INTEREST EXPENSE: | | | | | | | | | | | | | | | |
Interest expense on deposits | | 2,675,713 | | | | 3,597,504 | | | | 7,594,474 | | | | 12,487,748 | |
Interest on other borrowings | | 831,915 | | | | 437,117 | | | | 2,031,389 | | | | 1,062,070 | |
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Total interest expense | | 3,507,628 | | | | 4,034,621 | | | | 9,625,863 | | | | 13,549,818 | |
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Net interest income before provision for loan losses | | 9,230,734 | | | | 7,686,534 | | | | 25,477,296 | | | | 23,212,401 | |
Provision for loan losses | | 400,000 | | | | 300,000 | | | | 1,350,000 | | | | 300,000 | |
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Net interest income after provision for loan losses | | 8,830,734 | | | | 7,386,534 | | | | 24,127,296 | | | | 22,912,401 | |
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OTHER OPERATING INCOME: | | | | | | | | | | | | | | | |
Service charges on deposit accounts | | 1,656,025 | | | | 1,421,527 | | | | 4,608,576 | | | | 4,440,621 | |
Other charges and fees | | 1,662,815 | | | | 1,440,748 | | | | 4,642,661 | | | | 4,119,810 | |
(Loss) gain on sale of available-for-sale securities | | (69,973 | ) | | | — | | | | 975,135 | | | | 708,244 | |
Gain on sale of premises and equipment | | 10,752 | | | | 519 | | | | 44,936 | | | | 27,484 | |
(Loss) gain on sale of OREO | | (6,835 | ) | | | — | | | | 29,963 | | | | 35,555 | |
Gain on sale of SBA loans | | 1,190,166 | | | | 399,886 | | | | 1,971,387 | | | | 1,074,319 | |
Gain on interest rate swaps | | 83,733 | | | | — | | | | 110,103 | | | | — | |
Amortization of negative goodwill | | — | | | | 330,974 | | | | — | | | | 992,922 | |
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Total other operating income | | 4,526,683 | | | | 3,593,654 | | | | 12,382,761 | | | | 11,398,955 | |
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OTHER OPERATING EXPENSE: | | | | | | | | | | | | | | | |
Salaries, wages and employee benefits | | 4,276,944 | | | | 3,868,473 | | | | 12,500,122 | | | | 11,034,981 | |
Net occupancy expense | | 1,093,329 | | | | 993,406 | | | | 3,146,264 | | | | 2,863,441 | |
Furniture and equipment expense | | 388,212 | | | | 326,848 | | | | 1,149,596 | | | | 956,083 | |
Advertising and marketing expense | | 469,829 | | | | 199,540 | | | | 1,067,972 | | | | 595,035 | |
Data processing expense | | 463,443 | | | | 383,555 | | | | 1,243,962 | | | | 1,136,130 | |
Professional fee | | 932,741 | | | | 442,504 | | | | 1,473,479 | | | | 963,892 | |
Other operating expenses | | 667,595 | | | | 729,738 | | | | 2,983,625 | | | | 2,684,483 | |
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Total other operating expense | | 8,292,093 | | | | 6,944,064 | | | | 23,565,020 | | | | 20,234,045 | |
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Income before income taxes and cumulative effect of a change in accounting principle | | 5,065,324 | | | | 4,036,124 | | | | 12,945,037 | | | | 14,077,311 | |
Income tax provision | | 1,956,000 | | | | 1,490,000 | | | | 4,781,000 | | | | 5,428,000 | |
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Income before cumulative effect of a change in accounting principle | | 3,109,324 | | | | 2,546,124 | | | | 8,164,037 | | | | 8,649,311 | |
Cumulative effect of a change in accounting pinciple | | — | | | | — | | | | 4,192,334 | | | | — | |
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Net income | $ | 3,109,324 | | | $ | 2,546,124 | | | $ | 12,356,371 | | | $ | 8,649,311 | |
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Earnings Per Share: | | | | | | | | | | | | | | | |
Income before cumulative effect of a change in accounting principle | | | | | | | | | | | | | | | |
Basic | $ | 0.57 | | | $ | 0.46 | | | $ | 1.48 | | | $ | 1.57 | |
Diluted | | 0.54 | | | | 0.43 | | | | 1.40 | | | | 1.49 | |
Cumulative effect of a change in accounting principle | | | | | | | | | | | | | | | |
Basic | $ | — | | | $ | — | | | $ | 0.77 | | | $ | — | |
Diluted | | — | | | | — | | | | 0.72 | | | | — | |
Net income | | | | | | | | | | | | | | | |
Basic | $ | 0.57 | | | $ | 0.46 | | | $ | 2.25 | | | $ | 1.57 | |
Diluted | | 0.54 | | | | 0.43 | | | | 2.12 | | | | 1.49 | |
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See accompanying notes to consolidated financial statements | | | | | | | | | | | | |
3
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
| | | | | | | | | | | | | | | | Accumulated | | | |
| Number of | | | | | | | | | | | | | | Other | | | |
| Shares | | Common | | Capital | | Retained | | Comprehensive | | Comprehensive |
| Outstanding | | Stock | | Surplus | | Earnings | | Income | | Income |
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BALANCE, DECEMBER 31, 2001 | 5,572,837 | | | $ | 5,573 | | | $ | 32,989,549 | | | $ | 22,075,612 | | | $ | 356,674 | | | | |
Warrants exercised | 60,000 | | | | 60 | | | | 719,940 | | | | | | | | | | | | |
Stock options exercised | 9,677 | | | | 9 | | | | 69,759 | | | | | | | | | | | | |
Stock repurchased | (282,149 | ) | | | (282 | ) | | | (5,950,274 | ) | | | | | | | | | | | |
Cash dividend declared | | | | | | | | | | | | | (1,659,044 | ) | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | 12,356,371 | | | | | | | $ | 12,356,371 |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | |
Change in unrealized gain on securities available for sale and interest-only strips, net of tax | | | | | | | | | | | | | | | | | 854,735 | | | | 854,735 |
Change in unrealized gain on interest rate swaps, net of tax | | | | | | | | | | | | | | | | | 1,244,446 | | | | 1,244,446 |
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Comprehensive income | | | | | | | | | | | | | | | | | | | | $ | 14,455,552 |
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BALANCE, SEPTEMBER 30, 2002 | 5,360,365 | | | $ | 5,360 | | | $ | 27,828,974 | | | $ | 32,772,939 | | | $ | 2,455,855 | | | | |
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DISCLOSURE OF RECLASSIFICATION AMOUNT FOR NINE MONTHS ENDED SEPTEMBER 30, 2002
Unrealized gain on securities available for sale and interest-only strips: | | | |
Unrealized holding gains arising during the period, net of tax expense of $959,877 | $ | 1,439,816 | |
Less: Reclassification adjustment for gains included in net income, net of tax expense of $390,054 | | (585,081 | ) |
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Net change in unrealized gain of securities available for sale and interest-only strips, net of tax expense of $569,823 | $ | 854,735 | |
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Unrealized gain on interest rate swaps: | | | |
Unrealized holding gains arising during the period, net of tax expense of $873,671 | $ | 1,310,508 | |
Less: Reclassification adjustment for gains included in net income, net of tax expense of $44,041 | | (66,062 | ) |
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Net change in unrealized gain of interest rate swaps, net of tax expense of $829,630 | $ | 1,244,446 | |
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4 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
| 2002 | | 2001 |
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CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | |
Net income | $ | 12,356,371 | | | $ | 8,649,311 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | | |
Depreciation, amortization, and accretion | | 740,710 | | | | (652,552 | ) |
Provision for loan losses | | 1,350,000 | | | | 300,000 | |
Provision for decline in securities available for sale | | — | | | | 138,083 | |
Provision for other real estate owned | | 16,414 | | | | — | |
Proceeds from sales of SBA Loans | | 34,607,973 | | | | 17,742,631 | |
Origination of SBA Loans | | (50,801,656 | ) | | | (12,292,865 | ) |
Net gain on sale of SBA loans | | (1,971,387 | ) | | | (1,074,319 | ) |
Gain on sales of securities available for sale | | (975,135 | ) | | | (708,244 | ) |
Gain on sales of premises and equipment | | (44,936 | ) | | | (27,484 | ) |
Gain on sale of other real estate owned | | (29,963 | ) | | | (35,555 | ) |
Gain on interest rate swap | | (110,103 | ) | | | — | |
Increase in accrued interest receivable | | (150,083 | ) | | | (280,203 | ) |
(Increase) decrease in other assets | | (1,838,170 | ) | | | 454,769 | |
(Decrease) increase in accrued interest payable | | (417,891 | ) | | | 254,002 | |
Increase in other liabilities | | 1,700,399 | | | | 648,165 | |
Cumulative effect of a change in accounting principle | | (4,192,334 | ) | | | — | |
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Net cash (used in) provided by operating activities | | (9,759,791 | ) | | | 13,115,739 | |
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CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | |
Net increase in loans receivable | | (142,495,520 | ) | | | (147,107,641 | ) |
Net increase in cash surrender value of life insurance | | (259,405 | ) | | | (5,284,832 | ) |
Purchase of premises and equipment | | (587,829 | ) | | | (845,402 | ) |
Purchase of securities available for sale | | (77,854,164 | ) | | | (42,190,589 | ) |
Proceeds from sale of other real estate owned | | 131,759 | | | | 298,505 | |
Proceeds from sale of premises and equipment | | 39,000 | | | | 1,752,155 | |
Proceeds from sale of securities available for sale | | 39,236,934 | | | | 14,190,305 | |
Proceeds from matured or called securities held to maturity | | 1,662,949 | | | | 13,548,440 | |
Proceeds from matured or called securities available for sale | | 22,012,009 | | | | 17,000,697 | |
Purchase of Federal Home Loan Bank stock | | (2,983,300 | ) | | | (11,600 | ) |
Purchase of Federal Reserve stock | | (45,165 | ) | | | — | |
(Increase) decrease in interest-only strip | | (9,762 | ) | | | 50,986 | |
Purchase of interest-bearing deposits in other banks | | (4,850,000 | ) | | | — | |
Proceeds from matured interest-bearing deposits in other banks | | 5,242,000 | | | | 5,165,000 | |
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Net cash used in investing activities | | (160,760,494 | ) | | | (143,433,976 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
Net increase in deposits | | 81,260,055 | | | | 19,487,180 | |
Proceeds from issuance of Trust Preferred Securities, net | | 7,729,459 | | | | 9,662,220 | |
Payment of cash dividend | | (1,122,182 | ) | | | (822,753 | ) |
Proceeds from called subordinated notes | | (4,300,000 | ) | | | — | |
Repurchase of common stock | | (5,950,556 | ) | | | — | |
Proceeds from Federal Home Loan Bank borrowing | | 60,000,000 | | | | — | |
Proceeds from stock options exercised | | 69,768 | | | | 166,762 | |
Proceeds from warrants exercised | | 720,000 | | | | 637,425 | |
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Net cash provided by financing activities | | 138,406,544 | | | | 29,130,834 | |
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NET DECREASE IN CASH AND CASH EQUIVALENTS | | (32,113,741 | ) | | | (101,187,403 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | | 72,594,996 | | | | 132,680,310 | |
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CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 40,481,255 | | | | 31,492,907 | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | |
Interest Paid | $ | 10,043,754 | | | | 13,295,816 | |
Income Taxes Paid | $ | 2,820,400 | | | | 6,620,653 | |
SUPPLEMENTAL SCHEDULE OF NONCASH | | | | | | | |
INVESTMENT ACTIVITIES | | | | | | | |
Transfer of loans to other real estate owned | $ | 75,684 | | | | — | |
Transfer of loans receivables to loan held for sale | $ | — | | | $ | 8,731,016 | |
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See accompanying notes to consolidated financial statements | | |
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5 |
Notes to Consolidated Financial Statements
1. Nara Bancorp Inc.
Nara Bancorp, Inc. (“Nara Bancorp”, on a parent-only basis, and “we” or “our” on a consolidated basis), incorporated under the laws of the State of Delaware in 2000, is a bank holding company, headquartered in Los Angeles, California, offering a full range of commercial banking and consumer financial services through its wholly owned subsidiary, Nara Bank, N.A., a national bank (“Nara Bank”) with branches in California and New York as well as Loan Production Offices in Seattle, Chicago, New Jersey and Atlanta.
2. Basis of Presentation
Our consolidated financial statements included herein have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations.
The consolidated financial statements include the accounts of Nara Bancorp and its wholly owned subsidiaries, Nara Bank, Nara Bancorp Capital Trust I and Nara Statutory Trust II. All significant intercompany transactions and balances have been eliminated in consolidation.
We also believe that we have made all adjustments necessary to fairly present our financial position and the results of our operations for the interim periods ended September 30, 2002. Certain reclassifications have been made to prior period amounts to conform to the September 30, 2002 presentation. The results of operations for interim periods are not necessarily indicative of results for the full year.
These consolidated financial statements should be read along with the audited consolidated financial statements and accompanying notes included in our 2001 Annual Report on Form 10-K.
3. Dividends
On July 30, 2002, we declared a $0.10 per share cash dividend payable on October 11, 2002 to stockholders of record at the close of business on September 30, 2002. On May 29 and February 28, 2002, we declared a $0.10 per share cash dividend in each period, payable on July 12 and April 11, 2002 to stockholders of record at the close of business on June 30 and March 31, 2002, respectively.
4. Earnings Per Share
Basic earnings-per-share excludes the number of shares of common stock that could be purchased from those who hold exercisable stock options or warrants and is computed by dividing our earnings for the period by the weighted-average number of common shares outstanding for the period. Diluted earnings-per-share includes the weighted-average number of common shares, plus the number of shares that could be issued upon the exercise of stock options and/or warrants that are currently exercisable and where the exercise price is more than the current market value of our common stock.
6
The following tale shows how we computed basic and diluted earnings per share at September 30, 2002 and 2001.
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| | For the Three Months Ended September 30, |
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| | 2002 | | 2001 |
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| | Income | | Shares | | Per Share | | Income | | Shares | | Per Share |
| | (Numerator) | | (Denominator) | | Amount | | (Numerator) | | (Denominator) | | Amount |
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Basic EPS | | $ | 3,109,324 | | | | 5,438,826 | | | $ | 0.57 | | | $ | 2,546,124 | | | | 5,531,565 | | | $ | 0.46 | |
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| | | | | | | |
| | | |
| | | | | |
Effect of Dilutive Securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Options — Common Stock Equivalent | | | | | | | 287,741 | | | | (0.03 | ) | | | | | | | 288,396 | | | | (0.02 | ) |
Warrants — Common Stock Equivalent | | | | | | | 29,626 | | | | (0.00 | ) | | | | | | | 43,186 | | | | (0.01 | ) |
| | | | | | |
| | | |
| | | | | | | |
| | | |
| |
Diluted EPS | | $ | 3,109,324 | | | | 5,756,193 | | | $ | 0.54 | | | $ | 2,546,124 | | | | 5,863,147 | | | $ | 0.43 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | For the Nine Months Ended September 30, |
| |
|
| | | | |
| | 2002 | | 2001 |
| |
| |
|
| | Income | | Shares | | Per Share | | Income | | Shares | | Per Share |
| | (Numerator) | | (Denominator) | | Amount | | (Numerator) | | (Denominator) | | Amount |
| |
| |
| |
| |
| |
| |
|
Before Cumulative Effect of a Change in Accounting Principle | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic EPS | | $ | 8,164,037 | | | | 5,550,028 | | | $ | 1.48 | | | $ | 8,649,311 | | | | 5,496,113 | | | $ | 1.57 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Effect of Dilutive Securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Options — Common Stock Equivalent | | | | | | | 287,278 | | | | (0.07 | ) | | | | | | | 276,317 | | | | (0.07 | ) |
Warrants — Common Stock Equivalent | | | | | | | 37,284 | | | | (0.01 | ) | | | | | | | 33,455 | | | | (0.01 | ) |
| | | | | | |
| | | |
| | | | | | | |
| | | |
| |
Diluted EPS | | $ | 8,164,037 | | | | 5,824,590 | | | $ | 1.40 | | | $ | 8,649,311 | | | | 5,805,885 | | | $ | 1.49 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Cumulative Effect of a Change in Account Principle | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic EPS | | $ | 4,192,334 | | | | 5,500,028 | | | $ | 0.77 | | | | | | | | | | | | | |
| | |
| | | |
| | | |
| | | | | | | | | | | | | |
Effect of Dilutive Securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Options — Common Stock Equivalent | | | | | | | 287,278 | | | | (0.04 | ) | | | | | | | | | | | | |
Warrants — Common Stock Equivalent | | | | | | | 37,284 | | | | (0.01 | ) | | | | | | | | | | | | |
| | | | | | |
| | | |
| | | | | | | | | | | | | |
Diluted EPS | | $ | 4,192,334 | | | | 5,824,590 | | | $ | 0.72 | | | | | | | | | | | | | |
| | |
| | | |
| | | |
| | | | | | | | | | | | | |
After Cumulative Effect of a Change in Accounting Principle | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic EPS | | $ | 12,356,371 | | | | 5,500,028 | | | $ | 2.25 | | | $ | 8,649,311 | | | | 5,496,113 | | | $ | 1.57 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Effect of Dilutive Securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Options — Common Stock Equivalent | | | | | | | 287,278 | | | | (0.11 | ) | | | | | | | 276,317 | | | | (0.07 | ) |
Warrants — Common Stock Equivalent | | | | | | | 37,284 | | | | (0.02 | ) | | | | | | | 33,455 | | | | (0.01 | ) |
| | | | | | |
| | | |
| | | | | | | |
| | | |
| |
Diluted EPS | | $ | 12,356,371 | | | | 5,824,590 | | | $ | 2.12 | | | $ | 8,649,311 | | | | 5,805,885 | | | $ | 1.49 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
7
5. Trust Preferred
We have completed two private offerings of trust preferred securities for a total of $18.0 million for general corporate purposes.
The first offering was completed on March 28, 2001 and we raised $10.0 million through Nara Capital Trust I (“Trust I”), as part of a pooled offering with several other financial institutions. The trust preferred securities bear a 10.18 percent per annum fixed rate of interest payable semi-annually for a 30-year term. We incurred $344,000 in issuance costs, which are being amortized over the term of these securities. Trust I used the proceeds from the sale of the trust preferred securities to purchase junior subordinated deferrable interest debentures of Nara Bancorp.
The second offering was completed on March 26, 2002 and we raised $8.0 million through Nara Statutory Trust II (“Trust II”), as part of a pooled offering with several other financial institutions. The interest rate is adjusted quarterly on March 26, June 26, September 26 and December 26 during the 30-year term based on the 3-month LIBOR plus 3.60 percent and paid quarterly. For the period beginning on June 26, 2002 to September 25, 2002, the interest rate on the trust preferred securities was 5.47 percent, paid on September 26, 2002. For the period beginning on September 26, 2002 to December 25, 2002, the trust preferred securities bear the interest rate of 5.39 percent per annum. However, prior to March 26, 2007, the interest rate cannot exceed 11.0 percent. We incurred $271,000 in issuance costs, which are being amortized over the term of these securities. Trust II used the proceeds from the sale to purchase junior subordinated deferrable interest debentures of Nara Bancorp.
6. Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141,Business Combinations, and SFAS No. 142,Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001 and also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. SFAS No. 142 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, SFAS No. 142 requires recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, as replaced by SFAS No. 144. Any recognized intangible asset determined to have an indefinite useful life will not be amortized, but instead must be tested for impairment until its life is determined to no longer be indefinite. We adopted the new rules on accounting for goodwill and other intangible assets on January 1, 2002.
At adoption and at September 30, 2002, we do not have any intangible assets that will no longer be amortized and subject to annual impairment testing other than goodwill. During the first quarter of the fiscal year 2002, we evaluated our existing intangible assets to make any necessary reclassifications in order to conform with the new requirements. We reassessed the useful life and the residual value of our intangible assets and concluded that the useful life will remain the same and no amortization adjustment was necessary. As of September 30, 2002, intangible assets that continue to be subject to amortization include core deposits of $377,650 (net of $ 503,530 accumulated amortization) and loan servicing rights of $1.7 million (net of $633,000 accumulated amortization). Amortization expense for such intangible asset was $305,000 for
8
the nine months ended September 30, 2002. Estimated amortization expense for intangible assets for the remainder of 2002 and the five succeeding fiscal years follows:
2002 (remaining three months) | $ | 95,966 |
2003 | | 388,188 |
2004 | | 352,713 |
2005 | | 321,116 |
2006 | | 261,411 |
2007 | | 141,731 |
Furthermore, in connection with the transitional impairment evaluation, SFAS No. 142 requires us to perform an assessment of whether there was an indication that goodwill was impaired as of January 1, 2002. The transitional assessment consists of the following steps: (1) identify our reporting units, (2) determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets to those reporting units, and (3) determine the fair value of each reporting unit. We have completed our evaluation of any transitional impairment on our goodwill, and have determined that the carrying value of the related reporting unit which goodwill was assigned to did not exceed the fair value on January 1, 2002. As of September 30, 2002, no impairment exists on our recorded goodwill of $874,968.
At December 31, 2001, we had negative goodwill (the amount of the fair value of assets acquired and liabilities assumed exceeds the cost of an acquired company) of $4,192,334. In accordance with SFAS No. 142, such amount was recognized in our consolidated statement of income as the cumulative effect of a change in accounting principle on January 1, 2002. Additionally, the recognition of negative goodwill into the consolidated statement of income is not effected for taxes as such item is treated as a permanent difference for tax purposes and no deferred taxes were allocated during the initial recording of the negative goodwill.
The following table sets forth a reconciliation of net income and earnings per share information, before the cumulative effect of a change in accounting principle, for the three months and nine months ended September 30, 2002 and 2001 adjusted for the non-amortization provision of SFAS No. 142.
9
| Three months Ended | | Nine months Ended |
|
| |
|
(Dollars in thousands) | September 30, 2002 | | September 30, 2001 | | September 30, 2002 | | September 30, 2001 |
|
| |
| |
| |
|
Reported net income | $ | 3,109 | | $ | 2,546 | | | $ | 12,356 | | | $ | 8,649 | |
Deduct: Recognition of negative goodwill | | — | | | — | | | | (4,192 | ) | | | — | |
| |
| | |
| | | |
| | | |
| |
Reported net income before cumulative effect of a change in accounting principle | | 3,109 | | | 2,546 | | | | 8,164 | | | | 8,649 | |
Add back: Goodwill amortization, net of tax expense of $7 for three months ended and $22 for nine months ended September 30, 2002 | | — | | | 11 | | | | — | | | | 34 | |
Deduct: Negative goodwill amortization | | — | | | (331 | ) | | | — | | | | (993 | ) |
| |
| | |
| | | |
| | | |
| |
Adjusted net income | $ | 3,109 | | $ | 2,226 | | | $ | 8,164 | | | $ | 7,690 | |
| |
| | |
| | | |
| | | |
| |
Basic earnings per share: | | | | | | | | | | | | | | |
Reported net income per share | $ | 0.57 | | $ | 0.46 | | | $ | 2.25 | | | $ | 1.57 | |
Recognition of negative goodwill | | — | | | — | | | | (0.77 | ) | | | — | |
Goodwill amortization | | — | | | — | | | | — | | | | 0.01 | |
Negative goodwill amortization | | — | | | (0.06 | ) | | | — | | | | (0.18 | ) |
| |
| | |
| | | |
| | | |
| |
Adjusted net income per share | $ | 0.57 | | $ | 0.40 | | | $ | 1.48 | | | $ | 1.40 | |
| |
| | |
| | | |
| | | |
| |
Diluted earnings per share: | | | | | | | | | | | | | | |
Reported net in come per share | $ | 0.54 | | $ | 0.43 | | | $ | 2.12 | | | $ | 1.49 | |
Recognition of negative goodwill | | — | | | — | | | | (0.72 | ) | | | — | |
Goodwill amortization | | — | | | — | | | | — | | | | — | |
Negative goodwill amortization | | — | | | (0.05 | ) | | | — | | | | (0.17 | ) |
| |
| | |
| | | |
| | | |
| |
Adjusted net income per share | $ | 0.54 | | $ | 0.38 | | | $ | 1.40 | | | $ | 1.32 | |
| |
| | |
| | | |
| | | |
| |
7. Recent Accounting Pronouncements
SFAS No. 144,Accounting for Impairment or Disposal of Long-Lived Assets, replaces SFAS No.121. SFAS No. 144 requires that long-lived assets be measured at the lower of carrying amount of fair value less cost to sell, whether reported in continuing operations or in discontinued operations. It also expands the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 5, 2001. The adoption of this statement did not have a material impact on our financial position, results of operation, or cash flows.
In June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (“EITF“) Issue 94-3,Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at
10
the date of an entity’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will adopt the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002.
In October 2002, the FASB issued SFAS No. 147,Acquisitions of Certain Financial Institutions, which addresses the application of the purchase method of accounting applied to all acquisitions of financial institutions, except transactions between two or more mutual enterprises. SFAS No. 147 removes acquisitions of financial institutions from the scope of both Statement No. 72,Accounting for Certain Acquisitions of Banking or Thrift Institutions, and FASB Interpretation No. 9,Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method, and requires that those transactions be accounted for in accordance with SFAS Nos. 141 and 142. In addition, SFAS No. 147 amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that SFAS No. 144 requires for other long-lived assets that are held and used. We will adopt the provisions of SFAS No. 147 for acquisitions of financial institutions that are initiated after October 1, 2002. The adoption of this statement is not expected to have a material impact on our financial position, results of operations, or cash flows.
8. Commitments and Contingencies
We are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. Our exposure to credit loss in the event of nonperformance by the other party to commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to customers. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty. Collateral held varies but may include accounts receivable; inventory; property, plant, and equipment; and income-producing properties.
Commitments at September 30, 2002 are summarized as follows:
Commitments to extend credit | $ 114,063,817 |
Standby letters of credit | 4,377,918 |
Commercial letters of credit | 27,345,986 |
In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the outcome of the claims. In our opinion, the final disposition of all such claims will not have a material adverse effect on our financial position and results of operations.
11
9. Stock Repurchase
On March 8, 2002, our Board of Directors approved the repurchase of up to 10% of our outstanding shares of common stock over the next 12 months. We intend to repurchase the shares in open market transactions, including block purchases. During the quarter ended September 30, 2002, we reacquired and retired 179,563 shares for $3,600,883 at an average price of $20.05.
10. Derivative Financial Instruments and Hedging Activities
As part of our asset and liability management strategy, we may engage in derivative financial instruments, such as interest rate swaps, with the overall goal of minimizing the impact of interest rate fluctuations on our net interest margin. During the second quarter of 2002, we entered into two interest rate swap agreements as summarized in the table below. Our objective for the interest rate swaps is to manage asset and liability positions in connection with our overall strategy of minimizing the interest rate fluctuations on our interest rate margin and equity. As part of our overall risk management, the Asset Liability Committee, which meets monthly, monitors and measures the interest rate risk, the sensitivity of our assets and liabilities to the interest rate changes, including the impact of the interest rate swaps. In addition, such analysis and discussions are communicated monthly to the board members.
Under the swap agreements, we receive a fixed rate and pay a variable rate based on H.15 Prime. The swaps qualify as cash flow hedges under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, as amended, and are designated as hedges of the variability of cash flows we receive from certain of our Prime-indexed loans. In accordance with SFAS No. 133, these swap agreements are measured at fair value and reported as assets or liabilities on the consolidated statement of financial condition. The portion of the change in the fair value of the swaps that is deemed effective in hedging the cash flows of the designated assets is recorded in other comprehensive income (“OCI”) and reclassified into interest income when such cash flows actually occur in the future. Any ineffectiveness resulting from the hedges is recorded as a gain or loss directly to the consolidated statement of income as a part of non-interest income. As of September 30, 2002, the amounts in accumulated OCI associated with these cash flows totaled $1,244,446 (net of tax of $829,630), of which $561,785 is expected to be reclassified into interest income within the next 12 months.
Interest rate swaps information at September 30, 2002 are summarized as follows:
Current Notional Amount | | Floating Rate | | Fixed Rate | | Maturity Date | | Unrealized Gain | | Realized Gain1 |
| |
| |
| |
| |
| |
|
$ | 20,000,000 | | H.15 Prime2 | | 6.95% | | 4/29/2005 | | $ | 817,306 | | $ | 40,764 |
|
| |
| |
| |
| | |
| | |
|
$ | 20,000,000 | | H.15 Prime2 | | 7.59% | | 4/30/2007 | | | 1,256,770 | | | 69,339 |
|
| | | | | | | |
| |
|
$ | 40,000,000 | | | | | | | | $ | 2,074,076 | | $ | 110,103 |
| | | | | | | | | | |
| 1. YTD gain included in the consolidated statement of income since inception of the swaps. 2. Prime rate is based on Federal Reserve statistical release H.15 |
We pledged to the interest rate swap counterparty as collateral agency securities with a book value of $2.0 million at September 30, 2002.
Consistent with our on-going asset and liability management strategy, on October 9, 2002, we entered into three additional interest rate swaps, each with $20 million notional values, that qualify as cash flow hedges. Under the swap agreements, we receive a fixed rate (6.09%, 6.58%,
12
and 7.03%) and pay a floating rate (based on H.15 Prime). We pledged to the counterparty as collateral commercial loans with a book value of $700,000.
11. Business Segments
Our management utilizes an internal reporting system to measure the performance of our various operating segments. We have identified three principal operating segments for purposes of management reporting: banking operation, trade finance (“TFS”), and small business administration (“SBA”). Information related to our remaining centralized functions and eliminations of intersegment amounts have been aggregated and included in banking operation. Although all three operating segments offer financial products and services, they are managed separately based on each segment’s strategic focus. The banking operation segment focuses primarily on commercial and consumer lending and deposit operations throughout our branch network. The TFS segment allows our import/export customers to handle their international transactions. Trade finance products include the issuance and collection of letters of credit, international collection, and import/export financing. The SBA segment provides our customers with the U.S. SBA guaranteed lending program.
Operating segment results are based on our internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs and the provision for loan losses. Net interest income is based on our internal funds transfer pricing system which assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. Noninterest income and noninterest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business. We allocate indirect costs, including overhead expense, to the various segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume and deposit volume. We allocate the provision for credit losses based on new loan originations for the period. We evaluate overall performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.
Future changes in our management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods have been restated for comparability for changes in management structure or reporting methodologies.
The following tables present the operating results and other key financial measures for the individual operating segments for the three and nine months ended September 30, 2002 and 2001.
| | | | | | | | | | | | | | | | | | |
| | | | Banking | | | | | | | | | | | | |
| | | | Operations | | TFS | | SBA | | Total |
| | | |
| |
| |
| |
|
| | | | (Dollars in thousands) | | | | |
For the three months ended: | | | | | | | | | | | | | | | | |
September 30, 2002 | | | | | | | | | | | | | | | | |
Interest income | | $ | 9,841 | | | $ | 1,031 | | | $ | 1,866 | | | $ | 12,738 | |
Charge for funds used | | | (1,509 | ) | | | (64 | ) | | | (673 | ) | | | (2,246 | ) |
| | |
| | | |
| | | |
| | | |
| |
| Interest spread on funds used | | | 8,332 | | | | 967 | | | | 1,193 | | | | 10,492 | |
| | |
| | | |
| | | |
| | | |
| |
Interest expense | | | 3,424 | | | | 78 | | | | 5 | | | | 3,507 | |
Credit on funds provided | | | (2,246 | ) | | | | | | | | | | | (2,246 | ) |
| | |
| | | | | | | | | | | |
| |
| Interest spread on funds provided | | | 1,178 | | | | 78 | | | | 5 | | | | 1,261 | |
| | |
| | | |
| | | |
| | | |
| |
| | Net interest income | | $ | 7,154 | | | $ | 889 | | | $ | 1,188 | | | $ | 9,231 | |
| | |
| | | |
| | | |
| | | |
| |
| Segment net income before tax | | $ | 2,219 | | | $ | 960 | | | $ | 1,886 | | | $ | 5,065 | |
| Segment total assets | | $ | 651,286 | | | $ | 68,216 | | | $ | 113,408 | | | $ | 832,910 | |
September 30, 2001 | | | | | | | | | | | | | | | | |
Interest income | | $ | 8,801 | | | $ | 1,185 | | | $ | 1,735 | | | $ | 11,721 | |
Charge for funds used | | | (1,003 | ) | | | (132 | ) | | | (761 | ) | | | (1,896 | ) |
| | |
| | | |
| | | |
| | | |
| |
| Interest spread on funds used | | | 7,798 | | | | 1,053 | | | | 974 | | | | 9,825 | |
| | |
| | | |
| | | |
| | | |
| |
Interest expense | | | 3,909 | | | | 107 | | | | 19 | | | | 4,035 | |
Credit on funds provided | | | (1,896 | ) | | | | | | | | | | | (1,896 | ) |
| | |
| | | | | | | | | | | |
| |
| Interest spread on funds provided | | | 2,013 | | | | 107 | | | | 19 | | | | 2,139 | |
| | |
| | | |
| | | |
| | | |
| |
| | Net interest income | | $ | 5,786 | | | $ | 946 | | | $ | 955 | | | $ | 7,687 | |
| | |
| | | |
| | | |
| | | |
| |
| Segment net income before tax | | $ | 1,816 | | | $ | 1,112 | | | $ | 1,108 | | | $ | 4,036 | |
| Segment total assets | | $ | 632,652 | | | $ | 68,201 | | | $ | 92,846 | | | $ | 793,699 | |
For the nine months ended: | | | | | | | | | | | | | | | | |
September 30, 2002 | | | | | | | | | | | | | | | | |
Interest income | | $ | 27,242 | | | $ | 2,951 | | | $ | 4,910 | | | $ | 35,103 | |
Charge for funds used | | | (2,974 | ) | | | (430 | ) | | | (1,841 | ) | | | (5,245 | ) |
| | |
| | | |
| | | |
| | | |
| |
| Interest spread on funds used | | | 24,268 | | | | 2,521 | | | | 3,069 | | | | 29,858 | |
| | |
| | | |
| | | |
| | | |
| |
13
| | | | | | | | | | | | | | | | | | |
| | | | Banking | | | | | | | | | | | | |
| | | | Operations | | TFS | | SBA | | Total |
| | | |
| |
| |
| |
|
| | | | (Dollars in thousands) | | | | |
Interest expense | | | 9,401 | | | | 203 | | | | 22 | | | | 9,626 | |
Credit on funds provided | | | (5,245 | ) | | | | | | | | | | | (5,245 | ) |
| | |
| | | | | | | | | | | |
| |
| Interest spread on funds provided | | | 4,156 | | | | 203 | | | | 22 | | | | 4,381 | |
| | |
| | | |
| | | |
| | | |
| |
| | Net interest income | | $ | 20,112 | | | $ | 2,318 | | | $ | 3,047 | | | $ | 25,477 | |
| | |
| | | |
| | | |
| | | |
| |
| Segment net income before tax | | $ | 6,890 | | | $ | 2,691 | | | $ | 3,364 | | | $ | 12,945 | |
| Segment total assets | | $ | 651,286 | | | $ | 68,216 | | | $ | 113,408 | | | $ | 832,910 | |
September 30, 2001 | | | | | | | | | | | | | | | | |
Interest income | | $ | 27,515 | | | $ | 3,407 | | | $ | 5,840 | | | $ | 36,762 | |
Charge for funds used | | | (3,471 | ) | | | (342 | ) | | | (2,816 | ) | | | (6,629 | ) |
| | |
| | | |
| | | |
| | | |
| |
| Interest spread on funds used | | | 24,044 | | | | 3,065 | | | | 3,024 | | | | 30,133 | |
| | |
| | | |
| | | |
| | | |
| |
Interest expense | | | 13,150 | | | | 342 | | | | 58 | | | | 13,550 | |
Credit on funds provided | | | (6,629 | ) | | | | | | | | | | | (6,629 | ) |
| | |
| | | | | | | | | | | |
| |
| Interest spread on funds provided | | | 6,521 | | | | 342 | | | | 58 | | | | 6,921 | |
| | |
| | | |
| | | |
| | | |
| |
| | Net interest income | | $ | 17,523 | | | $ | 2,723 | | | $ | 2,966 | | | $ | 23,212 | |
| | |
| | | |
| | | |
| | | |
| |
| Segment net income before tax | | $ | 7,115 | | | $ | 3,614 | | | $ | 3,348 | | | $ | 14,077 | |
| Segment total assets | | $ | 632,652 | | | $ | 68,201 | | | $ | 92,846 | | | $ | 793,699 | |
12. Recent Development
On September 26, 2002, we entered into an agreement between Nara Bank and the Industrial Bank of Korea – New York Bank for the assumption by Nara Bank of approximately $58 million of Industrial Bank of Korea – New York Branch’s FDIC- insured deposits, as well as the acquisition of certain loans totaling approximately $1 million. The assumption of the deposits and the acquisition of the loans are part of Nara Bank’s ongoing growth strategy and plans to strengthen its relationships within the communities it serves. The completion of the transaction is subject to regulatory approval and customary closing conditions, and is expected to be completed in the fourth quarter of 2002.
14
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following is management’s discussion and analysis of the major factors that influenced our consolidated results of operations and financial condition for the quarter and nine months ended September 30, 2002. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2001 and with the unaudited consolidated financial statements and notes as set forth in this report.
GENERAL
Selected Financial Data
The following table sets forth certain selected financial data concerning the periods indicated:
| At or for the Nine Months Ended |
| (Unaudited) |
|
|
| 9/30/2002 | | 9/30/2001 |
|
| |
|
| (dollars in thousands) |
STATEMENTS OF INCOME | | | | | | | |
Interest income | $ | 35,103 | | | $ | 36,762 | |
Interest expense | | 9,626 | | | | 13,550 | |
| |
| | | |
| |
Net interest income | | 25,477 | | | | 23,212 | |
Provision for loan losses | | 1,350 | | | | 300 | |
Non-interest income | | 12,383 | | | | 11,399 | |
Non-interest expense | | 23,565 | | | | 20,234 | |
| |
| | | |
| |
Income before income tax | | 12,945 | | | | 14,077 | |
Income tax | | 4,781 | | | | 5,428 | |
| |
| | | |
| |
Net income before cumulative effect of a change in accounting principle | | 8,164 | | | | 8,649 | |
Cumulative effect of a change in accounting principle | | 4,192 | | | | — | |
| |
| | | |
| |
Net income after cumulative effect of a change in accounting principle | $ | 12,356 | | | $ | 8,649 | |
| |
| | | |
| |
PER SHARE DATA: | | | | | | | |
Before cumulative effect of a change in accounting principle: | | | | | | | |
Basic | $ | 1.48 | | | $ | 1.57 | |
Diluted | | 1.40 | | | | 1.49 | |
After cumulative effect of a change in accounting principle: | | | | | | | |
Basic | | 2.25 | | | | 1.57 | |
Diluted | | 2.12 | | | | 1.49 | |
Book value (period end) | | 11.76 | | | | 9.68 | |
Number of shares outstanding | | 5,360,365 | | | | 5,557,520 | |
Dividend declared | | 0.30 | | | | 0.15 | |
15
STATEMENTS OF FINANCIAL CONDITION: | | | | | | | |
Total assets | $ | 832,910 | | | $ | 639,960 | |
Investment securities | | 86,944 | | | | 70,093 | |
Net loans * | | 661,375 | | | | 497,255 | |
Deposits | | 671,104 | | | | 547,196 | |
Stockholders’ equity | | 63,063 | | | | 53,785 | |
AVERAGE BALANCES: | | | | | | | |
Average assets | $ | 749,391 | | | $ | 627,430 | |
Average investment securities | | 89,874 | | | | 70,036 | |
Average net loans * | | 566,895 | | | | 431,717 | |
Average deposits | | 624,250 | | | | 544,340 | |
Average equity | | 61,479 | | | | 48,893 | |
PERFORMANCE RATIOS: | | | | | | | |
Return on average assets (1) | | 2.20 | % | | | 1.84 | % |
Return on average stockholders’ equity (1) | | 26.80 | % | | | 23.59 | % |
Operating expense to average assets (1) | | 4.19 | % | | | 4.30 | % |
Efficiency ratio (2) | | 62.24 | % | | | 58.46 | % |
Net interest margin (3) | | 4.95 | % | | | 5.49 | % |
CAPITAL RATIOS (4) | | | | | | | |
Leverage capital ratio (5) | | 9.52 | % | | | 9.49 | % |
Tier 1 risk-based capital ratio | | 10.48 | % | | | 10.82 | % |
Total risk-based capital ratio | | 11.45 | % | | | 12.53 | % |
ASSET QUALITY RATIOS | | | | | | | |
Allowance for loan losses to total gross loans | | 1.06 | % | | | 1.35 | % |
Allowance for loan losses to non-accrual loans | | 643.13 | % | | | 748.03 | % |
Total non-performing assets to total assets (6) | | 0.25 | % | | | 0.15 | % |
|
| |
* Includes the loan held for sale in the amount of $5,002,735 and $3,281,250 at September 30, 2002 and 2001, respectively, and average balance of $4,308,776 and $1,397,886 for the nine months ended September 30, 2002 and 2001, respectively.
(1) | Calculations are based on annualized net income. |
|
(2) | Efficiency ratio is defined as operating expense divided by the sum of net interest income and other non-interest income. |
|
(3) | Net interest margin is calculated by dividing annualized net interest income by total average interest-earning assets. |
|
(4) | The required ratios for a “well-capitalized” institution are 5% leverage capital, 6% tier 1 risk-based capital and 10% total risk-based capital. |
|
(5) | Calculations are based on average quarterly assets balances. |
|
(6) | Non-performing assets include non-accrual loans, other real estate owned, and restructured loans. |
16
Forward-Looking Information
Certain matters discussed under this caption may constitute forward-looking statements under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. There can be no assurance that the results described or implied in such forward-looking statements will, in fact, be achieved and actual results, performance, and achievements could differ materially because our business involves inherent risks and uncertainties. Risks and uncertainties include possible future deteriorating economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; risks of available for sale securities declining significantly in value as interest rates rise; and regulatory risks associated with the variety of current and future regulations which we are subject to. For additional information concerning these factors, see “Item 1. Business - Factors That May Affect Business or the Value of Our Stock” contained in our Form 10-K for the year ended December 31, 2001.
RESULTS OF OPERATIONS
Overview
Net Income. Our net income for the three months ended September 30, 2002 was $ 3.1 million or $0.54 per diluted share compared to $2.5 million or $0.43 per diluted share for the same quarter of 2001, which represented an increase of approximately $0.6 million or 24.0%. The increase resulted primarily from an increase in net interest income and non-interest income. The annualized return on average assets was 1.54 % for the third quarter of 2002 compared to 1.38% for the same period of 2001. The annualized return on average equity was 21.54% for the third quarter of 2002 compared to 17.07% for the same period of 2001. These ratios were calculated without the inclusion of goodwill and negative goodwill amounts in income and equity due to the change in accounting principle upon the adoption of SFAS No. 142,Goodwill and Other Intangible Assets, on January 1, 2002. The resulting efficiency ratios were 60.27% for the three months ended September 20, 2002 compared with 61.56% for the corresponding period of the preceding year. This improvement was primarily due to the increase in net revenue.
For the nine months ended September 30, 2002, our net income before the cumulative effect of a change in accounting principle was $8.2 million or $1.40 per diluted share compared to $8.6 million or $1.49 per diluted share for the corresponding period of 2001, which represented a decrease of approximately $0.4 million or 4.7%. This decrease was primarily a result of a decrease in net interest margin from a series of interest rate cuts and partly from an increase in non-interest expense and loan loss provision. See “Non-interest expense” and “Provision for loan losses” for further discussion. The effect of the change in accounting principle, related to the one-time recognition of all negative goodwill in the consolidated statement of income at January 1, 2002 in accordance with SFAS No. 142 was a positive $4.2 million, resulting in total net income for the nine months ended September 30, 2002 of $12.4 million or $2.12 per diluted share.
The annualized return on average assets was 2.20% for the nine months ended September 30, 2002 compared to a return on average assets of 1.84% for the corresponding period of 2001. The annualized return on average equity was 26.80% for the nine months ended September 30, 2002 compared to a return on average equity of 23.59% for the corresponding period of 2001.
17
Net Interest Income
The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid on deposits and borrowed funds. When net interest income is expressed as a percentage of average interest-earning assets, the result is the net interest margin. The net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing deposits and borrowed funds. The net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities as well as by changes in yield earned on interest-earning assets and rates paid on interest-bearing liabilities.
Net interest income before provision for loan losses was $9.2 million for the three months ended September 30, 2002, which represented an increase of $1.5 million or 19.5% from net interest income of $7.7 million for the corresponding period of 2001. This increase was due to an increase in interest income and a decrease in interest expense on deposits. Interest income for the three months ended September 30, 2002 was $12.7 million, which represented an increase of $1.0 million or 8.6% over interest income of $11.7 million for the corresponding period of 2001. Despite the current lower interest rate environment over previous year, interest income increased due to a $122.4 million or 21.7% increase in interest-earning assets over the past 12 months. Interest expense for the three months ended September 30, 2002 was $3.5 million, which represented a decrease of $0.5 million or 12.5% from $4.0 million for the corresponding period of 2001. The cost of interest-bearing deposits has been fully repriced to reflect the current market rates over past 12-month period. Net interest margin decreased to 4.98% for the third quarter of 2002, compared with 5.30% for the same period in 2001.
Net interest income before provision for loan losses was $25.5 million for the nine months ended September 30, 2002, which represented an increase of $2.3 million, or 9.9% from net interest income of $23.2 million for the corresponding period of 2001. This increase was primarily due to a decrease in interest expense on interest bearing liabilities of $3.9 million or 28.9% to $9.6 million for the nine months ended September 30, 2002 from $13.5 million for the same period of 2001.
Interest income for the nine months ended September 30, 2002 was $35.1 million, which represented a decrease of $1.7 million or 4.6% over interest income of $36.8 million for the nine months ended September 30, 2001. The decrease was the net result of a $8.4 million increase related to average interest-earning assets (volume change) off-set by a $10.0 million decrease related to yield earned on those average interest-earning assets (rate change).
The yield on average interest-earning assets decreased to 6.82% for the nine months ended September 30, 2002, from a yield of 8.69% for the corresponding period of 2001. This decrease is mainly due to a 125 basis point decrease in prime rate by the Federal Reserve Board (“FRB”) between these periods.
Interest expense for the nine months ended September 30, 2002 was $9.6 million, which represented a decrease of $3.9 million or 28.9% over interest expense of $13.5 million for the corresponding period of 2001. The decrease was the net result of a $2.8 million increase related to average interest-bearing liabilities (volume change) off-set by a $6.8 million decrease related to the cost of those interest-bearing liabilities (rate change).
18
The average cost of interest-bearing liabilities decreased to 2.74% for the nine months ended September 30, 2002 from 4.71% for the corresponding period of 2001. This decrease is mainly due to decreases in interest rates noted above.
Net Interest Margin. Net interest margin was 4.95% for the nine months ended September 30, 2002, down from 5.49% for the same period of 2001. The decrease in the net interest margin resulted primarily from a decrease in interest rates. Because we are asset - sensitive, which means our assets generally reprice more often than our liabilities, the decline in interest rates affected our interest-earning assets at a faster rate than it did our deposits and other interest-bearing liabilities.
The following table presents our condensed average balance sheet information, together with interest rates earned and paid on the various sources and uses of funds for the nine-month periods indicated:
| | September 30, 2002 | | September 30, 2001 |
| |
| |
|
| | | | | Interest | | Average | | | | | Interest | | Average |
| | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ |
| | Balance | | Expense | | Cost | | Balance | | Expense | | Cost |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| | (Dollars in thousands) |
Interest earning assets: | | | | | | | | | | | | | | | | | | |
Net loans | | $ | 566,895 | | $ | 30,811 | | 7.25 | % | | $ | 431,717 | | $ | 30,720 | | 9.49 | % |
Other investments | | | 3,149 | | | 96 | | 4.06 | % | | | 4,894 | | | 247 | | 6.73 | % |
Securities | | | 89,874 | | | 3,850 | | 5.71 | % | | | 70,036 | | | 3,664 | | 6.98 | % |
Federal funds sold | | | 26,437 | | | 346 | | 1.75 | % | | | 57,306 | | | 2,131 | | 4.96 | % |
Total interest earning assets | | $ | 686,355 | | $ | 35,103 | | 6.82 | % | | $ | 563,953 | | $ | 36,762 | | 8.69 | % |
Interest bearing liabilities: | | | | | | | | | | | | | | | | | | |
Demand, interest-bearing | | | 83,643 | | | 1,124 | | 1.79 | % | | | 87,531 | | | 2,240 | | 3.41 | % |
Savings | | | 81,451 | | | 1,482 | | 2.43 | % | | | 64,408 | | | 1,552 | | 3.21 | % |
Time certificates of deposit | | | 253,221 | | | 4,989 | | 2.63 | % | | | 215,791 | | | 8,696 | | 5.37 | % |
Subordinated notes | | | 4,189 | | | 283 | | 9.00 | % | | | 4,300 | | | 290 | | 9.00 | % |
FHLB borrowings | | | 30,549 | | | 750 | | 3.27 | % | | | 5,000 | | | 255 | | 6.79 | % |
Trust preferred securities | | | 15,035 | | | 998 | | 8.85 | % | | | 6,546 | | | 517 | | 10.53 | % |
Total interest bearing | | $ | 468,088 | | $ | 9,626 | | 2.74 | % | | $ | 383,576 | | $ | 13,550 | | 4.71 | % |
Liabilities | | | | | | | | | | | | | | | | | | |
Net interest income | | | | | $ | 25,477 | | | | | | | | $ | 23,212 | | | |
Net yield on interest-earning assets | | | | | | | | 4.95 | % | | | | | | | | 5.49 | % |
Net interest spread | | | | | | | | 4.08 | % | | | | | | | | 3.98 | % |
Average interest-earning assets to average interest-bearing Liabilities | | | | | | | | 146.63 | % | | | | | | | | 147.03 | % |
The following table illustrates the changes in our interest income, interest expense, amount attributable to variations in interest rates, and volumes for the periods indicated. The variances attributable to simultaneous volume and rate changes have been allocated to the changes due to volume and the changes due to rate categories in proportion to the relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.
19
| Nine Months Ended |
| September 30, 2002 over September 30, 2001 |
|
|
| Net | | | Change due to |
| Increase/ | |
|
| (Decrease) | | | Rate | | Volume |
|
| | |
| |
|
INTEREST INCOME: | | | | | | | | | | | |
Interest and fees on loans | $ | 91 | | | $ | (8,233 | ) | | $ | 8,324 | |
Interest on other investments | | (151 | ) | | | (79 | ) | | | (72 | ) |
Interest on securities | | 186 | | | | (737 | ) | | | 923 | |
Interest on fed funds sold | | (1,785 | ) | | | (975 | ) | | | (810 | ) |
| |
| | | |
| | | |
| |
Total Interest income: | $ | (1,659 | ) | | $ | (10,024 | ) | | $ | 8,365 | |
| |
| | | |
| | | |
| |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on demand deposits | $ | (1,116 | ) | | $ | (1,021 | ) | | | ($95 | ) |
Interest on savings | | (70 | ) | | | (428 | ) | | | 358 | |
Interest on time certificates of deposits | | (3,707 | ) | | | (5,020 | ) | | | 1,313 | |
Interest on subordinated notes | | (7 | ) | | | — | | | | (7 | ) |
Interest on FHLB borrowings | | 495 | | | | (194 | ) | | | 689 | |
Interest on trust preferred securities | | 481 | | | | (94 | ) | | | 575 | |
| |
| | | |
| | | |
| |
Total Interest Expense: | $ | (3,924 | ) | | $ | (6,757 | ) | | $ | 2,833 | |
| |
| | | |
| | | |
| |
Provision for Loan Losses
The provision for loan losses reflects our judgment of the current period cost associated with credit risk inherent in our loan portfolio. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that, in our judgment, is adequate to absorb losses inherent in our loan portfolio.
We made a $1.4 million provision for loan losses during the first nine months of 2002, compared to $300,000 during the corresponding period of 2001. This was primarily due to the growth in the loan portfolio. During the nine months of 2002, we recovered approximately $895,000 in loans previously charged off, of which $325,000 were recoveries on the loans from the Korea First Bank of New York prior to the acquisition. We believe that the allowance is sufficient for the known and inherent losses at September 30, 2002. The procedures for monitoring the adequacy of the allowance, as well as detailed information on the allowances, are included in “Allowance for loan losses” section of this report.
Non-interest Income
Non-interest income includes revenues earned from sources other than interest income. It is primarily comprised of service charges and fees on deposits accounts, fees received from letter of credit operations, and gains on sale of SBA loans and investment securities.
Non-interest income for the third quarter of 2002 was $4.5 million compared to $3.6 million for the corresponding quarter of 2001, which represented an increase of $900,000, or 25.0%, primarily as a result of an increase in gains on sale of SBA loans and other fee income. The increase was over $1.2 million or 36.4%, if we exclude the recognition of negative goodwill
20
amortization income of $331,000 during the third quarter of 2001, which was discontinued effective January 1, 2002 due to a change in accounting principle. Gains on sale of SBA loans for the third quarter of 2002 were $1.2 million, compared to $400,000 for the corresponding quarter of 2001. Service charges on deposits increased approximately $300,000 or 21.4% to $1.7 million for the third quarter of 2002, from $1.4 million for the corresponding quarter of 2001. This was due to an increase in demand deposits and an increase in fees on certain items effective July of 2002. Other charges and fees also increased approximately $300,000 or 21.4% to $1.7 million for the third quarter of 2002, from $1.4 million for the corresponding quarter of 2001. This was also due to increase in deposit and loan activities during the third quarter of 2002.
Non-interest income for the nine months ended September 30, 2002 was $12.4 million compared to $11.4 million for the corresponding period of 2001, which represented an increase of $1.0 million or 8.8%. Excluding the recognition of negative goodwill amortization income of $993,000 in 2001, the increase was $2.0 million or 19.2% for the nine months ended September 30, 2002 over the corresponding period of 2001. Gains on sale of SBA loans for the nine months ended September 30, 2002 were $2.0 million, compared to $1.1 million for the corresponding period of 2001, which represented an increase of $900,000 or 81.8%. We originated over $50.8 million SBA loans during the nine months of 2002, compared to $31.2 million during 2001 and sold over $34.6 million during 2002, compared to $17.7 million during 2001. The service charge on deposits increased approximately $200,000, to $4.6 million for the nine months ended September 30, 2002 from $4.4 million for the corresponding period of 2001. This was due to an increase in both demand deposits and the actual fees on certain items as mentioned above. The detail of non-interest income is shown in the table below. At January 1, 2002, the amortization of negative goodwill was no longer allowed and the remaining negative goodwill of $4.2 million at December 31, 2001 was recognized as a cumulative effect of a change in accounting principle in the consolidated statement of income.
The summary of our non-interest income by category is illustrated below:
| Three | | | | | | | | | Three |
| Months | | | | | | | | | Months |
| Ended | | Increase (Decrease) | | Ended |
| |
| | |
| | |
| |
| 9/30/02 | | Amount | | | Percent (%) | | 9/30/01 |
| |
| | |
| | |
| | |
| |
| (Dollars in thousands) |
Non-interest income | | | | | | | | | | | | | | |
Service charges on deposits | $ | 1,656 | | | $ | 234 | | | 16.5 | % | | $ | 1,422 | |
International service fee income | | 730 | | | | 121 | | | 19.9 | % | | | 609 | |
Wire transfer fees | | 235 | | | | 8 | | | 3.5 | % | | | 227 | |
Service fee income from SBA | | 150 | | | | 39 | | | 35.1 | % | | | 111 | |
Earnings on bank owned life insurance | | 129 | | | | (20 | ) | | -13.4 | % | | | 149 | |
Loan documentation fee | | 121 | | | | 5 | | | 4.3 | % | | | 116 | |
(Loss) on sale of OREO | | (7 | ) | | | (7 | ) | | -100 | % | | | — | |
Gain on sale of SBA loans | | 1,190 | | | | 790 | | | 197.5 | % | | | 400 | |
(Loss) on sale of securities | | (70 | ) | | | (70 | ) | | -100 | % | | | — | |
Gain on interest rate swaps | | 84 | | | | 84 | | | 100 | % | | | — | |
Amortization of negative goodwill | | — | | | | (331 | ) | | -100.0 | % | | | 331 | |
Other | | 309 | | | | 80 | | | 34.9 | % | | | 229 | |
| |
| | | |
| | |
| | | |
| |
Total non-interest income: | $ | 4,527 | | | $ | 933 | | | 26.0 | % | | $ | 3,594 | |
| |
| | | |
| | |
| | | |
| |
21
| Nine | | | | | | | | | Nine |
| Months | | | | | | Months |
| Ended | | Increase (Decrease) | | | Ended |
| |
| | |
| | |
|
| 9/30/02 | | Amount | | | Percent (%) | | | 9/30/01 |
| |
| | |
| | |
| | |
|
| (Dollars in thousands) |
Non-interest income | | | | | | | | | | | | |
Service charges on deposits | $ | 4,609 | | $ | 168 | | | 3.8 | % | | $ | 4,441 |
International service fee income. | | 2,000 | | | 187 | | | 10.3 | % | | | 1,813 |
Wire transfer fees | | 719 | | | 9 | | | 1.3 | % | | | 710 |
Service fee income from SBA | | 420 | | | 93 | | | 28.4 | % | | | 327 |
Earnings on bank owned life insurance | | 356 | | | 43 | | | 13.7 | % | | | 313 |
Loan documentation fee | | 340 | | | 114 | | | 50.4 | % | | | 226 |
Gain on sale of OREO | | 30 | | | (6 | ) | | -16.7 | % | | | 36 |
Gain on sale of SBA loans | | 1,971 | | | 897 | | | 83.5 | % | | | 1,074 |
Gain on sale of securities | | 975 | | | 267 | | | 37.7 | % | | | 708 |
Gain on interest rate swaps | | 110 | | | 110 | | | 100.0 | % | | | — |
Amortization of negative goodwill | | — | | | (993 | ) | | -100.0 | % | | | 993 |
Other | | 853 | | | 95 | | | 12.5 | % | | | 758 |
| |
| | |
| | |
| | | |
|
Total non-interest income: | $ | 12,383 | | | 984 | | | 8.6 | % | | $ | 11,399 |
| |
| | |
| | |
| | | |
|
Non-interest Expense
Non-interest expense, which is comprised primarily of employees’ salaries and benefits, occupancy and other operating expenses for the third quarter of 2002 was $8.3 million compared to $6.9 million for the corresponding quarter of 2001. This represented an increase of $1.4 million or 20.3%. This increase was primarily due to an increase in salaries and benefit expenses, advertising and marketing expenses, and loan referral fees during the third quarter of 2002.
Salaries and benefit expenses increased approximately $400,000 or 10.3% to $4.3 million during the third quarter of 2002, from $3.9 million for the corresponding quarter of 2001. Additional employees were hired since the second quarter of 2001 when we opened new offices (Cerritos branch, Aroma branch, and loan production office in Atlanta). Furthermore, over the last 12 months, we have invested in more experienced personnel for specialized areas, such as compliance, internal audit, and legal to accommodate our growth and to comply with the Stipulation and Consent to the Issuance of a Consent Order (the “Consent Order”) signed with the Office of the Comptroller of the Currency (the “OCC”) (see Regulatory Matter - Consent Order section below).
Advertising and marketing-related expenses incurred during the third quarter of 2002 were $470,000, which represented an increase of $270,000 or 135.0% from $200,000 during the corresponding quarter of 2001. This increase was due to the increased efforts to further expose our image in California as well as New York through television advertisements. We began to broadcast television advertisements in the New York area during the third quarter of 2002. The loan referral expenses during the third quarter of 2002 were $410,000, which represented an increase of $298,000 or 266.1% from $112,000 during the corresponding quarter of 2001. This increase was mainly due to an increase in loan originations, mostly SBA loans, which were referred to us by the brokers.
22
Salaries and employee benefits expenses for the nine months of 2002 increased $1.5 million or 13.6% to $12.5 million from $11.0 million for the corresponding period of 2001. Net occupancy and furniture and equipment expenses also increased $477,000 or 12.5% to $4.3 million for the nine months of 2002 from $3.8 million for the corresponding period of 2001. These increases were the result of our internal expansion, as mentioned above. The increase in advertising and marketing-related expenses is mainly related to the television advertisements also mentioned above. Our loan referral fees also increased $369,000 or 126.4%, to $661,000 for the nine months of 2002 from $292,000 for the corresponding period of 2001, primarily due to an increase in loan originations, especially SBA loans.
The summary of our non-interest expenses is illustrated below:
| Three | | | | | | | | | | Three |
| Months | | | | Months |
| Ended | | Increase (Decrease) | | Ended |
|
| |
| |
|
| 9/30/02 | | Amount | | Percent (%) | | 9/30/01 |
|
| |
| |
| |
|
| (Dollars in thousands) |
Non-interest expense | | | | | | | | | | | | | | | |
Salaries and benefits | $ | 4,277 | | | $ | 409 | | | | 10.6 | % | | $ | 3,868 | |
Net occupancy | | 1,093 | | | | 100 | | | | 10.1 | % | | | 993 | |
Furniture and equipment | | 388 | | | | 61 | | | | 18.7 | % | | | 327 | |
Advertising & marketing related | | 470 | | | | 270 | | | | 135.0 | % | | | 200 | |
Corporate & regulatory fees | | 133 | | | | 18 | | | | 15.7 | % | | | 115 | |
Communications | | 143 | | | | (43 | ) | | | -23.1 | % | | | 186 | |
Data processing | | 463 | | | | 80 | | | | 20.9 | % | | | 383 | |
Professional fees | | 271 | | | | 121 | | | | 80.7 | % | | | 150 | |
Loan referral fees | | 410 | | | | 298 | | | | 266.1 | % | | | 112 | |
Office supplies & forms | | 86 | | | | (3 | ) | | | -3.4 | % | | | 89 | |
Directors’ fees | | 104 | | | | 23 | | | | 28.4 | % | | | 81 | |
Credit related expenses | | 82 | | | | (81 | ) | | | -49.7 | % | | | 163 | |
Amortization of intangible assets | | 31 | | | | — | | | | — | | | | 31 | |
Amortization of goodwill | | — | | | | (19 | ) | | | -100.0 | % | | | 19 | |
Others | | 341 | | | | 114 | | | | 50.2 | % | | | 227 | |
| |
| | | |
| | | |
| | | |
| |
Total non-interest expense: | $ | 8,292 | | | $ | 1,348 | | | | 19.4 | % | | | 6,944 | |
| |
| | | |
| | | |
| | | |
| |
23
| Nine | | | | | | | | | Nine |
| Months | | | Months |
| Ended | | Increase (Decrease) | | Ended |
|
| |
| |
|
| 9/30/02 | | Amount | | Percent (%) | | 9/30/01 |
|
| |
| |
| |
|
| (Dollars in thousands) |
Non-interest expense |
Salaries and benefits | $ | 12,500 | | | $ | 1,465 | | | 13.3 | % | | $ | 11,035 |
Net occupancy | | 3,146 | | | | 283 | | | 9.9 | % | | | 2,863 |
Furniture and equipment | | 1,150 | | | | 194 | | | 20.3 | % | | | 956 |
Advertising & marketing related | | 1,068 | | | | 473 | | | 79.5 | % | | | 595 |
Corporate & regulatory fees | | 401 | | | | 25 | | | 6.6 | % | | | 376 |
Communications | | 442 | | | | (25 | ) | | -5.4 | % | | | 467 |
Data processing | | 1,244 | | | | 108 | | | 9.5 | % | | | 1,136 |
Professional fees | | 812 | | | | 140 | | | 20.8 | % | | | 672 |
Loan referral fees | | 661 | | | | 369 | | | 126.4 | % | | | 292 |
Office supplies & forms | | 257 | | | | (51 | ) | | -16.6 | % | | | 308 |
Directors’ fees | | 304 | | | | 48 | | | 18.8 | % | | | 256 |
Credit related expenses | | 508 | | | | 33 | | | 6.9 | % | | | 475 |
Amortization of goodwill | | — | | | | (56 | ) | | -100.0 | % | | | 56 |
Amortization of intangible assets | | 94 | | | | — | | | 0 | % | | | 94 |
Others | | 978 | | | | 325 | | | 49.8 | % | | | 653 |
| |
| | | |
| | |
| | | |
|
Total non-interest expense: | $ | 23,565 | | | $ | 3,331 | | | 16.5 | % | | $ | 20,234 |
| |
| | | |
| | |
| | | |
|
Provision for Income Taxes
The provision for income taxes was $2.0 million and $1.5 million on income before taxes and cumulative effect of a change in accounting principle of $5.1 million and $4.0 million for the three months ended September 30, 2002 and 2001, respectively. The provision for income taxes was $4.8 million and $5.4 million on income before taxes and cumulative effect of a change in accounting principle of $12.9 million and $14.1 million for the nine months ended September 30, 2002 and 2001, respectively. The effective tax rate for the nine months ended September 30, 2002 was 36.9%, compared with 38.6% for the nine months ended September 30, 2001. This reduction results primarily from a $210,000 tax benefit resulting from a California State tax law change in which one-half of the cumulative loan losses through December 31, 2001 taken for income tax purposes were forgiven, and tax-exempt investment securities. We have recorded this benefit as a permanent difference in calculating our tax provision. The current portfolio of tax-exempt investment securities at September 30, 2002 was $39.4 million with an average yield of 5.0%.
Financial Condition
At September 30, 2002, our total assets were $832.9 million, an increase of $153.5 million or 22.6%, from $679.4 million at December 31, 2001. The growth resulted primarily from increases in interest- earning assets.
Investment Securities Portfolio
We classify our securities as held-to-maturity or available-for-sale under SFAS No.115. Those securities that we have the ability and intent to hold to maturity are classified as “held-to-maturity securities”. All other securities are classified as “available-for-sale”. We owned no trading securities at September 30, 2002. Securities that are held to maturity are stated at cost,
24
adjusted for amortization of premiums and accretion of discounts. Securities that are available for sale are stated at fair value. The securities we currently hold are government-sponsored agency bonds, corporate bonds, collateralized mortgage obligations, U.S. government agency preferred stocks, and municipal bonds.
As of September 30, 2002, we had $2.8 million of held-to-maturity securities and $84.2 million of available-for-sale securities, compared to $4.3 million and $65.1 million at December 31, 2001, respectively. The total net unrealized gain on the available-for sale securities at September 30, 2002 was $1.9 million, compared to net unrealized gain of $558,000 at December 31, 2001. During the first nine months of 2002, we purchased a total of $77.9 million in available-for-sale securities and sold $38.3 million and recognized total gross gains of $1.2 million and loss of $205,000 from the sales.
Securities with an amortized cost of $2.5 million were pledged to secure public deposits and for other purposes as required or permitted by law at September 30, 2002. Securities with an amortized cost of $22.9 million and $38.6 million were pledged to FHLB of San Francisco and State of California Treasurer’s Office, respectively, at September 30, 2002.
The following table summarizes the book value, market value and distribution of our investment securities portfolio as of dates indicated:
Investment Portfolio
| At September 30, 2002 | | At December 31, 2001 |
|
| |
|
| Amortized | | Market | | Unrealized | | Amortized | | Market | | Unrealized |
| Cost | | Value | | Gain (Loss) | | Cost | | Value | | Gain (Loss) |
|
| |
| |
| |
| |
| |
|
| (Dollars in thousands) |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government Securities | $ | — | | | $ | — | | | $ | — | | | $ | 1,598 | | | $ | 1,520 | | | $ | (78 | ) |
U.S. Corporate Notes | | 2,766 | | | | 2,928 | | | | 162 | | | | 2,726 | | | | 2,754 | | | | 28 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Total held-to-maturity | $ | 2,766 | | | $ | 2,928 | | | $ | 162 | | | $ | 4,324 | | | $ | 4,274 | | | $ | (50 | ) |
Available-for-Sale | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government Securities | $ | 19,018 | | | $ | 19,631 | | | $ | 613 | | | $ | 16,154 | | | $ | 16,521 | | | $ | 367 | |
Collateralized Mortgage Obligations | | 7,266 | | | | 7,374 | | | | 108 | | | | 8,756 | | | | 8,977 | | | | 221 | |
Mortgage-backed Securities | | 10,912 | | | | 11,093 | | | | 181 | | | | 1,102 | | | | 1,104 | | | | 2 | |
Asset-backed Securities | | 177 | | | | 177 | | | | 0 | | | | 383 | | | | 384 | | | | 1 | |
Municipal Bonds | | 28,828 | | | | 30,178 | | | | 1,350 | | | | 4,369 | | | | 4,304 | | | | (65 | ) |
U.S. Corporate Notes | | 5,343 | | | | 5,084 | | | | (259 | ) | | | 32,359 | | | | 32,287 | | | | (72 | ) |
Korean Corporate Notes | | — | | | | — | | | | — | | | | 1,451 | | | | 1,555 | | | | 104 | |
U.S. Agency Preferred Stocks | | 10,705 | | | | 10,641 | | | | (64 | ) | | | — | | | | — | | | | — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Total available-for-sale | $ | 82,249 | | | $ | 84,178 | | | $ | 1,929 | | | $ | 64,574 | | | $ | 65,132 | | | $ | 558 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Total Investment Portfolio: | $ | 85,015 | | | $ | 87,106 | | | $ | 2,091 | | | $ | 68,898 | | | $ | 69,406 | | | $ | 508 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
The amortized cost and the yield of investment securities as of September 30, 2002, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
25
Investment Maturities and Repricing Schedule
| | | | | | | | After One But | | After Five Bust | | | | | | | | | | | | | | | | |
| Within One Year | | Within Five Years | | Within Ten Years | | After Ten Years | | | Total |
|
| |
| |
| |
| |
|
| Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Corporate Notes | | — | | | — | | | | 2,002 | | | | 7.01 | % | | | — | | | | - | % | | | 764 | | | | 7.41 | % | | | 2,766 | | | | 7.12 | % |
Total held-to-maturity | | — | | | — | | | | 2,002 | | | | 7.01 | | | | — | | | | — | | | | 764 | | | | 7.41 | | | | 2,766 | | | | 7.12 | |
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government | | — | | | — | | | | 5,023 | | | | 4.96 | | | | 11,995 | | | | 4.84 | | | | 2,000 | | | | 7.00 | | | | 19,018 | | | | 5.10 | |
Collateralized Mortgage Obligations | | — | | | — | | | | — | | | | — | | | | 800 | | | | 6.90 | | | | 6,466 | | | | 4.23 | | | | 7,266 | | | | 4.52 | |
Mortgage-backed Securities | | — | | | — | | | | 7,916 | | | | 4.51 | | | | — | | | | — | | | | 2,996 | | | | 6.44 | | | | 10,912 | | | | 5.04 | |
Asset-backed Securities | | — | | | — | | | | — | | | | — | | | | 177 | | | | 2.35 | | | | — | | | | — | | | | 177 | | | | 2.35 | |
Municipal Bonds | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 28,828 | | | | 5.04 | | | | 28,828 | | | | 5.04 | |
U.S. Corporate Notes | | — | | | — | | | | 1,981 | | | | 6.41 | | | | 1,270 | | | | 7.71 | | | | 2,092 | | | | 8.81 | | | | 5,343 | | | | 7.66 | |
U.S. Agency Preferred Stocks | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,705 | | | | 6.33 | | | | 10,705 | | | | 6.33 | |
Total available-for-sale | | — | | | — | | | | 14,920 | | | | 4.91 | % | | | 14,242 | | | | 5.19 | % | | | 53,087 | | | | 5.50 | % | | | 82,249 | | | | 5.34 | |
Total Investment Securities | | — | | | — | | | | 16,922 | | | | 5.16 | % | | | 14,242 | | | | 5.19 | % | | | 53,851 | | | | 5.53 | % | | | 85,015 | | | | 5.40 | % |
Loan Portfolio
We carry all loans (except for certain SBA loans held-for-sale) at face amount, less payments collected, net of deferred loan origination fees and the allowance for possible loan losses. SBA loans held-for-sale are carried at the lower of cost or market. Interest on all loans is accrued daily on a simple interest basis. Once a loan is placed on non-accrual status, accrual of interest is discontinued and previously accrued interest is reversed. Loans are placed on a non-accrual status when principal and interest on a loan is past due 90 days or more, unless a loan is both well-secured and in process of collection.
As of September 30, 2002, our gross loans (net of unearned fees), including loans held for sale, increased by $159.5 million or 31.3% to $668.4 million from $508.9 million at December 31, 2001. The commercial loans, which include domestic commercial, international trade finance, SBA loans, and equipment leasing, at September 30, 2002 increased by $36.3 million or 13.7% to $300.6 million from $264.3 million at December 31, 2001. Real estate and construction loans increased by $112.8 million or 56.8% to $311.4 million from $198.6 million at December 31, 2001. There has been an increase in demand for real estate loans during the past months since the interest rate remains at a 40 year low.
26
The following table illustrates our loan portfolio by amount and percentage of gross loans in each major loan category at the dates indicated:
| September 30, 2002 | | December 31, 2001 |
|
| |
|
| Amount | | Percent | | Amount | | Percent |
|
| |
| |
| |
|
| | (Dollars in thousands) |
Loan Portfolio Composition: | | |
Commercial loans * | $ | 300,597 | | | 44.9 | % | | $ | 264,283 | | | 51.9 | % |
Real estate and construction loans | | 311,445 | | | 46.5 | % | | | 198,622 | | | 39.0 | % |
Consumer loans | | 57,484 | | | 8.6 | % | | | 46,596 | | | 9.1 | % |
| |
| | |
| | | |
| | |
| |
Total loans outstanding | | 669,526 | | | 100.0 | % | | | 509,501 | | | 100.0 | % |
Unamortized loan fees, net of costs | | (1,083 | ) | | | | | | (650 | ) | | | |
Less: Allowance for loan losses | | (7,068 | ) | | | | | | (6,710 | ) | | | |
| |
| | | | | | |
| | | | |
Net Loans Receivable | $ | 661,375 | | | | | | $ | 502,141 | | | | |
| |
| | | | | | |
| | | | |
* Includes loans held for sale of $5,002,735 at September 30, 2002 and $3,657,842 at December 31, 2001.
We do not normally extend lines of credit and make loan commitments to business customers for periods in excess of one year. We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to our customers. We perform annual reviews of such commitments prior to the renewal. The following table shows our loan commitments and letters of credit outstanding at the dates indicated:
(dollars in thousands) | September 30, 2002 | | December 31, 2001 |
|
| |
|
Loan commitments | $ | 114,064 | | | $ | 146,201 | |
Standby letters of credit | | 4,378 | | | | 4,785 | |
Commercial letters of credit | | 27,346 | | | | 21,634 | |
At September 30, 2002, our nonperforming assets (nonaccrual loans, loans 90 days or more past due and still accruing interest, restructured loans, and other real estate owned) were $2.1 million, which represented an increase of $300,000 or 16.67% from $1.8 million at December 31, 2001. As of September 30, 2002, a total of $870,000 loans were restructured. At September 31, 2002, nonperforming assets to total assets was 0.25%, compared to 0.26% at December 31, 2001. The nonperforming loans were $1.2 million, which represented a decrease of approximately $600,000 or 33.3% from $1.8 million at December 31, 2001. At September 30, 2002, nonperforming loans to total gross loans was 0.18%, compared to 0.35% at December 31, 2001.
27
The following table illustrates the composition of our nonperforming assets as of the dates indicated.
| September 30, 2002 | | December 31, 2001 |
|
| |
|
| (Dollars in thousands) |
Nonaccrual loans | $ | 1,099 | | | $ | 1,720 | |
Loans past due 90 days or more, still accruing | | 117 | | | | 36 | |
| |
| | | |
| |
Total Nonperforming Loans | | 1,216 | | | | 1,756 | |
Other real estate owned | | 35 | | | | — | |
Restructured loans | | 853 | | | | — | |
| |
| | | |
| |
Total Nonperforming Assets | $ | 2,104 | | | $ | 1,756 | |
| |
| | | |
| |
Nonperforming loans to total gross loans | | 0.18 | % | | | 0.35 | % |
Nonperforming assets to total assets | | 0.25 | % | | | 0.26 | % |
Allowance for Loan Losses
The allowance for loan losses represents the amounts that we have set aside for the specific purpose of absorbing losses that may occur in our loan portfolio. The provision for loan losses is an expense charged against operating income and added to the allowance for loan losses. Actual loan losses or recoveries are charged or credited, respectively, directly to the allowance for loan losses.
We continue to carefully monitor the allowance of loan losses in relation to the size of our loan portfolio and known risks or problem loans. Central to our credit risk management is our credit risk rating system. Both internal, contracted external, and regulatory credit reviews are used to determine and validate loan risk grades. Our credit review system takes into consideration factors such as: borrower’s background and experience; historical and current financial condition; credit history and payment performance; industry and the economy; type, market value, and volatility of market value of collateral, and our lien position; and the financial strength of guarantors.
We use three different methodologies to determine the adequacy of the Allowance: (1) the Migration Analysis; (2) the Reasonableness Test; and (3) the Specific Allocation method.
The Migration Analysis is a formula method based on our actual historical net charge-off experience for each loan type pools and undisbursed commitments graded Pass (less cash secured loans), Special Mention, Substandard, and Doubtful.
We use an eight-quarter rolling average of historical losses detailing charge-offs, recoveries, and loan type pool balances to determine the estimated credit losses for non-classified and classified loans. Also, in order to reflect the impact of recent events, the eight-quarter rolling average has been weighted. The most recent four quarters have been assigned a 60% weighted average and the older four quarters have been assigned a 40% weighted average.
28
The resulting migration risk factors, or our established minimum risk factor for loan type pools that have no historical loss, whichever is greater, for each loan type pool is used to calculate our General Reserve. For loan type pools that have no historical loss, we have established a minimum risk factor for each loan grade Pass (0.40% - 1.0%), Special Mention (3.0% - 5.0%), Substandard (7.0% - 15.0%), Doubtful (50.0%), and Loss (100.0%).
For unfunded/undisbursed commitments and contingent liabilities, we use 50.0% of the migration/minimum risk factor for loans graded Pass, due to the fact that in many cases the Bank has the option of freezing or withholding unfunded loan proceeds if the Bank becomes aware of a problem or potential problem with the borrower. For graded loans (Special Mention, Substandard, Doubtful, and Loss), 100% of the migration/minimum risk factor is assigned to the unfunded/undisbursed commitments and contingent liabilities.
For identified impaired loans, if the calculated impairment is less than the migration risk factor, the migration risk factor is used. If the calculated impairment is greater than the migration risk factor, the General Reserve is increased by the amount of the difference.
Additionally, in order to systematically quantify the credit risk impact of trends and changes within the loan portfolio, we subjectively, within established parameters, make adjustments to the Migration Analysis for:
• | Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices. |
|
• | Changes in national and local economic and business conditions and developments, including the condition of various market segments. |
|
• | Changes in the nature and volume of the loan portfolio. |
|
• | Changes in the experience, ability, and depth of lending management and staff. |
|
• | Changes in the trend of the volume and severity of past due and classified loans; and trends in the volume of nonaccrual loans and troubled debt restructurings, and other loan modifications. |
|
• | Changes in the quality of our loan review system and the degree of oversight by the Directors. |
|
• | The existence and effect of any concentrations of credit, and changes in the level of such concentrations. |
|
• | Transfer risk on cross-border lending activities. |
|
• | The effect of external factors such as competition and legal and regulatory requirements on the level of estimated losses in our loan portfolio. |
Our parameters for making adjustments are established under a Credit Risk Matrix that provides seven possible scenarios for each of the above factors. The matrix allows for three positive/decrease (Major, Moderate, and Minor), three negative/increase (Major, Moderate, and Minor), and one neutral credit risk scenarios within each factor for each loan type pool. Generally, the factors are considered to have no impact (neutral) to our migration ratios.
29
However, if information exists to warrant adjustment to the Migration Analysis, we make the changes in accordance with the established parameters supported by narrative and/or statistical analysis. Our Credit Risk Matrix and the seven possible scenarios enable us to adjust the Migration Analysis as much as 50 basis points in either direction (positive or negative) for each loan type pool.
The Reasonableness Test is based on a national historical loss experience for each loan graded Special Mention, Substandard, Doubtful, and Loss; and an established minimum for loans graded Pass. The reserve factors applied under this method are: 1.0% for loans graded Pass; 5.0% for loans graded Special Mention; 15.0% for loans graded Substandard; 50.0% for loans graded Doubtful; and 100.0% for loans graded Loss. This method is not intended to substitute or override the Bank’s other methodologies, but rather is used for comparative purposes.
Under the Specific Allocation method, management establishes specific allowances for loans where management has identified significant conditions or circumstances related to a credit that are believed to indicate the probability that a loss may be incurred. The specific allowance amount is determined by a method prescribed by the Statement of Financial Accounting Standards (SFAS) No. 114,Accounting by Creditors for Impairment of a Loan. Our actual historical repayment experience and the borrower’s cash flow, together with an individual analysis of the collateral held on a loan, is taken into account in determining the allocated portion of the required Allowance under this method. As estimations and assumptions change, based on the most recent information available for a credit, the amount of the required specific allowance for a credit will increase or decrease. The Migration Analysis risk factor is used to determine the unallocated portion of the required Allowance under this method. By analyzing the identified credits on a quarterly basis, we are able to adjust a specific allowance based upon the most recent information that has become available.
The allowance for loan losses was $7.1 million at September 30, 2002, compared to $7.3 million at September 30, 2001. We recorded a provision of $1,350,000 during 2002 due to an increase in the loan portfolio. During 2002, we charged off $1.9 million and recovered $895,000. The allowance for loan losses was 1.06% of gross loans at September 30, 2002 compared to 1.44% at September 30, 2001. This decrease in the ratio was primarily due to an increase in real estate loans, which requires less reserve due to low historical loss, under our methodology mentioned above and a decrease in classified loans. The total classified loans at September 30, 2002 was $2.1 million, compared to $4.7 million at September 30, 2001.
Based on the calculation and continued loan recoveries, we believe the level of allowance as of September 30, 2002 is adequate to absorb the estimated losses from any known or inherent risks in the loan portfolio and the loan growth for the quarter. However, no assurance can be given that economic conditions which adversely affect our service areas or other circumstances will not be reflected in increased provisions or loan losses in the future.
The following table shows the provisions made for loan losses, the amount of loans charged off, the recoveries on loans previously charged off together with the balance in the allowance for possible loan losses at the beginning and end of each period, the amount of average and total loans outstanding, and other pertinent ratios as of the dates and for the periods indicated:
30
| | Nine months | | Nine months |
| | Ended | | Ended |
| | September 30, 2002 | | September 30, 2001 |
| |
| |
|
| | (Dollars in thousands) |
Loans: | | | | | | | | | | | | |
Average total loans * | | | $ | 573,748 | | | | | $ | 438,987 | | |
Total loans at end of period * | | | | 668,444 | | | | | | 504,514 | | |
Allowance: | | | | | | | | | | | | |
Balance – beginning of period | | | | 6,710 | | | | | | 7,881 | | |
Loans charged off: | | | | | | | | | | | | |
Commercial | | | | 1,737 | | | | | | 2,306 | | |
Consumer | | | | 150 | | | | | | 178 | | |
Real estate | | | | — | | | | | | 83 | | |
| | | |
| | | | | |
| | |
Total loans charged off | | | | 1,887 | | | | | | 2,567 | | |
Less: Recoveries on loan previous charged off | | | | | | | | | | | | |
Commercial | | | | 794 | | | | | | 1,104 | | |
Consumer | | | | 90 | | | | | | 167 | | |
Real estate | | | | 11 | | | | | | 373 | | |
| | | |
| | | | | |
| | |
Total recoveries | | | | 895 | | | | | | 1,644 | | |
| | | |
| | | | | |
| | |
Net loans charged-off | | | | 992 | | | | | | 923 | | |
Provision for loan losses | | | | 1,350 | | | | | | 300 | | |
| | | |
| | | | | |
| | |
Balance – end of period | | | $ | 7,068 | | | | | $ | 7,258 | | |
| | | |
| | | | | |
| | |
RATIO * | | | | | | | | | | | | |
Net loan charge-offs to average total loans | | | | 0.17 | % | | | | | 0.21 | % | |
Net loan charge-offs to total loans at end of period | | | | 0.15 | % | | | | | 0.18 | % | |
Allowance for loan losses to average total loans | | | | 1.23 | % | | | | | 1.65 | % | |
Allowance for loan losses to total loans at end of period | | | | 1.06 | % | | | | | 1.44 | % | |
Net loan charge-offs to beginning allowance | | | | 14.78 | % | | | | | 11.71 | % | |
Net loan charge-offs to provision for loan losses | | | | 73.48 | % | | | | | 307.67 | % | |
* Total loans are net of unearned fees
Deposits and Other Borrowings
Deposits. Deposits are our primary source of funds to use in lending and investment activities. At September 30, 2002, our deposits increased by $81.3 million or 13.8% to $671.1 million from $589.8 million at December 31, 2001. Demand deposits totaled $208.2 million, which represented an increase of $9.1 million or 4.6% from $199.1 million at December 31, 2001. Time deposits over $100,000 totaled $224.4 million, which represented an increase of $66.2 million or 41.8% from $158.2 million at December 31, 2001. Other interest-bearing demand deposits, including money market and super now accounts, totaled $81.1 million, which represented a decrease of $3.0 million or 3.6% from $84.1 million at December 31, 2001.
At September 30, 2002, 31.0% of the total deposits were non-interest bearing demand deposits, 45.6% were time deposits, 11.3% were savings accounts, and 12.1% were interest bearing demand deposits. By comparison, at December 31, 2001, 33.8% of the total deposits were non-interest bearing demand deposits, 38.6% were time deposits, 13.4% were savings accounts, and 14.3% were interest bearing demand deposits.
31
At September 30, 2002, we had a total of $27.8 million in time deposits brought in through brokers and $30.0 million in time deposits from the State of California Treasurer’s Office, collateralized with our securities with an amortized cost of $38.6 million. The detail of those deposits is shown on the table below.
Brokered Deposits | | Issue Date | | Maturity Date | | Rate |
| |
| |
| |
|
$ | 3,000,000 | | 05/08/2002 | | 11/08/2002 | | 1.95 | % |
| 616,000 | | 05/15/2002 | | 11/15/2002 | | 1.95 | % |
| 10,000,000 | | 05/22/2002 | | 11/22/2002 | | 2.05 | % |
| 2,000,000 | | 02/14/2001 | | 02/14/2003 | | 5.30 | % |
| 2,090,000 | | 02/16/2001 | | 02/16/2006 | | 5.65 | % |
| 10,130,000 | | 07/31/2002 | | 07/31/2002 | | 2.35 | % |
|
| | | | | |
| |
$ | 27,836,000 | | | | | | 2.65 | % |
| | | | | | | | |
State Deposits | | Issue Date | | Maturity Date | | Rate |
| |
| |
| |
|
$ | 5,000,000 | | 06/17/2002 | | 12/16/2002 | | 1.87 | % |
| 5,000,000 | | 04/22/2001 | | 10/21/2002 | | 2.00 | % |
| 10,000,000 | | 04/18/2001 | | 10/21/2002 | | 2.00 | % |
| 10,000,000 | | 08/08/2002 | | 02/07/2003 | | 1.64 | % |
|
| | | | | |
| |
$ | 30,000,000 | | | | | | 1.86 | % |
On September 30, 1999, we issued five-year subordinated capital notes in the aggregate amount of $4.3 million with a stated interest rate of 9.0%, maturing on September 30, 2004 with a prepayment option commencing September 30, 2002. Interest on the notes is payable quarterly. On September 30, 2002, we repaid the entire principal and the accrued interests to the note holders according to the note agreement.
In October of 2000, we established a borrowing line with the FHLB of San Francisco. Advances may be obtained from the FHLB of San Francisco to supplement our supply of lendable funds. Advances from the FHLB of San Francisco are typically secured by a pledge of mortgage loan and/or securities, with a market value at least equal to outstanding advances plus investment in FHLB stocks. The following table shows our outstanding borrowings from FHLB at September 30, 2002.
FHLB Advances | | Issue Date | | Maturity Date | | Rate |
| |
| |
| |
|
$ | 5,000,000 | | 10/19/2000 | | 10/19/2007 | | 6.70 | % |
| 5,000,000 | | 02/04/2002 | | 02/04/2004 | | 3.39 | % |
| 2,000,000 | | 02/27/2002 | | 02/27/2003 | | 2.45 | % |
| 5,000,000 | | 04/25/2002 | | 03/31/2003 | | 2.52 | % |
| 5,000,000 | | 04/26/2002 | | 03/31/2004 | | 3.53 | % |
| 13,000,000 | | 05/02/2002 | | 01/27/2003 | | 2.31 | % |
| 15,000,000 | | 07/19/2002 | | 07/21/2003 | | 2.03 | % |
| 5,000,000 | | 09/23/2002 | | 09/23/2003 | | 1.76 | % |
| 10,000,000 | | 09/30/2002 | | 09/30/2003 | | 1.58 | % |
|
| | | | | |
| |
$ | 65,000,000 | | | | | | 2.63 | % |
Nara Bancorp established special purpose trusts in 2001 and 2002 for the purpose of issuing Preferred Trust Securities (the “Trust Securities”). The trusts exist for the sole purpose of issuing Trust Securities and investing the proceeds thereof in Junior Subordinated Debentures issued by Nara Bancorp. Payment of distributions out of the monies held by the trusts and payments on liquidation of the trusts or the redemption of the Junior Subordinated Debentures are
32
guaranteed by Nara Bancorp to the extent the trusts have funds available thereof. The obligation of Nara Bancorp under the guarantees and the Junior Subordinated Debentures are subordinate and junior in right of payment to all indebtedness of Nara Bancorp and are structurally subordinated to all liabilities and obligations of Nara Bancorp’s subsidiaries. The table below summarizes the outstanding Junior Subordinated Debentures issued by each special purpose trust and the debentures issued by Nara Bancorp to each trust as of September 30, 2002.
| TRUST SECURITIES | | TRUST SECURITIES AND JUNIOR SUBORDINATED DEBENTURES | | |
TRUST NAME | ISSUANCE DATE | | AMOUNT | | PRINCIPAL BALANCE OF DEBENTURES | | STATED MATURITY | | ANNUALIZED COUPON RATE | | INTEREST DISTRIBUTION DATES |
|
| |
| |
| |
| |
| |
|
(DOLLARS IN THOUSANDS) |
Nara Bancorp Capital Trust I | March 2001 | | $ | 10,000 | | $ | 10,400 | | June 8, 2031 | | 10.18% | | June 8 and December 8 |
Nara Statutory Trust II | March 2002 | | $ | 8,000 | | $ | 8,248 | | March 26, 2032 | | 3 month LIBOR + 3.6% | | March 26, June 26, September 26 and December 26 |
The Junior Subordinate Debentures are not redeemable prior to June 8, 2011 with respect to Nara Bancorp Capital Trust I and March 26, 2007 with respect to Nara Statutory Trust II unless certain events have occurred. The proceeds from the issuance of the Trust Securities were used primarily for corporate purposes.
Stockholders’ Equity and Regulatory Capital
In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources and uses of capital in conjunction with projected increases in assets and levels of risk. We consider on an ongoing basis, among other things, cash generated from operations, access to capital from financial markets or the issuance of additional securities, including common stock or notes, to meet our capital needs. Total stockholders ’ equity was $63.1 million at September 30, 2002. This represented an increase of $7.7 million or 13.9% over total stockholders’ equity of $55.4 million at December 31, 2001.
The federal banking agencies require a minimum ratio of qualifying total capital to risk-adjusted assets of 8% and a minimum ratio of Tier 1 capital to risk-adjusted assets of 4%. In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets must be 3%. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.
At September 30, 2002, Tier 1 capital, stockholders’ equity less intangible assets, plus proceeds from the Trust Securities, was $76.8 million. This represented an increase of $13.4 million or 21.1% over total Tier 1 capital of $63.4 million at December 31, 2001. This increase was due to an additional $8.0 million in Trust Preferred Securities we sold, and net income of $12.4 million off-set by stock repurchases of $6.0 million and cash dividends of $1.7 million, of which $560,000 and $562,000 were paid in April and July, respectively, and $537,000 was declared during the third quarter of 2002 to be paid in October of 2002. At September 30, 2002, we had a ratio of total capital to total risk-weighted assets of 11.45% and a ratio of Tier 1 capital to total risk weighted assets of 10.48%. The Tier 1 leverage ratio was 9.52% at September 30, 2002.
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The following table presents the amounts of our regulatory capital and capital ratios, compared to regulatory capital requirements for adequacy purposes as of September 30, 2002 and December 31, 2001.
| As of September 30, 2002 (Dollars in thousands) |
|
|
| Actual | | Required | | Excess |
|
| |
| |
|
| | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
|
| |
| |
| |
| |
| |
|
Leverage ratio | $ | 76,762 | | 9.52 | % | | $ | 32,258 | | 4.00 | % | | $ | 44,504 | | 5.52 | % |
Tier 1 risk-based capital ratio | $ | 76,762 | | 10.48 | % | | $ | 29,291 | | 4.00 | % | | $ | 47,471 | | 6.48 | % |
Total risk-based capital ratio | $ | 83,831 | | 11.45 | % | | $ | 58,581 | | 8.00 | % | | $ | 25,250 | | 3.45 | % |
| |
| As of September 30, 2001 (Dollars in thousands) |
|
|
| Actual | | Required | | Excess |
|
| |
| |
|
| | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
|
| |
| |
| |
| |
| |
|
Leverage ratio | $ | 63,389 | | 9.64 | % | | $ | 26,298 | | 4.00 | % | | $ | 37,091 | | 5.64 | % |
Tier 1 risk-based capital ratio | $ | 63,389 | | 10.91 | % | | $ | 23,231 | | 4.00 | % | | $ | 40,158 | | 6.91 | % |
Total risk-based capital ratio | $ | 71,818 | | 12.37 | % | | $ | 46,462 | | 8.00 | % | | $ | 25,356 | | 4.37 | % |
Regulatory Issues – Consent Order
On February 20, 2002, Nara Bank and its Board of Directors signed a Stipulation and Consent to the Issuance of a Consent Order (the “Consent Order”) with the Office of the Comptroller of the Currency (the “OCC”). Nara Bank, without admitting to any allegations, entered into the Consent Order in connection with alleged deficiencies relating to the lack of sufficient internal controls, procedures and inadequate compliance with the Bank Secrecy Act. Failure to comply with a consent order permits the OCC to take various actions, including assessing civil monetary penalties or initiating termination of insurance proceedings, either of which, if taken against Nara Bank, would materially and adversely affect or render it impossible for us to continue our business and operations. In May 2002, the OCC completed a preliminary examination of Nara Bank to evaluate its progress in complying with the Consent Order. Although Nara Bank had not yet fully complied with the Consent Order, Management is taking all necessary steps to comply with the Consent Order, the Bank Secrecy Act and anti-money laundering regulations and anticipates being in full compliance with the Consent Order before the OCC’s re-evaluation, which is expected before the end of this year.
Item 3. Quantitative and qualitative disclosures about market risk
General
Market risk is the risk of loss to future earnings, to fair values, or to future cash flow that may result from changes in the price of financial instruments. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market risk sensitive instruments. Market risk is attributed to all market risk sensitive financial instruments, including securities, loans, deposits, and borrowings, as well as derivative instruments. Our exposure to market risk is a function of our asset and liability management activities and our role as a financial intermediary in customer-related transactions. The objective of market risk management is to avoid excessive exposure of our earnings and equity to loss and to reduce the volatility inherent in certain financial instruments.
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The management of market risk is governed by policies reviewed and approved annually by the Board of Directors of Nara Bank (“Board”). The Board delegates responsibility for market risk management to the Asset and Liability Management Committee (ALCO), which is composed of Nara Bank’s senior executives and other designated officers. ALCO makes changes in the mix of assets and liabilities. ALCO also reviews and approves market risk-management programs and market risk limits.
Liquidity and Interest Rate Sensitivity
Liquidity risk is the risk to earnings or capital resulting from our inability to fund assets when needed and liability obligations when they come due without incurring unacceptable losses. Liquidity risk includes the ability to manage unplanned decreases or changes in funding sources and to recognize or address changes in market conditions that affect our ability to liquidate assets quickly and with a minimum loss of value. Factors considered in liquidity risk management are stability of the deposit base, marketability of our assets, maturity and availability of pledgeable investments, and customer demand for credits.
In general, our sources of liquidity are derived from financing activities, which include the acceptance of customer and broker deposits, federal funds facilities, and advances from the Federal Home Loan Bank of San Francisco. These funding sources are augmented by payments of principal and interest on loans and the routine liquidation of securities from principal paydown, maturity and sales. Our primary uses of funds include withdrawal of and interest payments on deposits, originations of loans, purchases of investment securities, and payment of operating expenses.
We manage liquidity risk by controlling the level of federal funds and by maintaining lines with correspondent banks, the Federal Reserve Bank, and Federal Home Loan Bank of San Francisco. The sale of investment securities available-for-sale can also serve as a contingent source of funds. Increases in deposit rates are considered a last resort as a means of raising funds to increase liquidity.
As a means of augmenting our liquidity, we have established federal funds lines with corresponding banks and Federal Home Loan Bank of San Francisco. At September 30, 2002, our borrowing capacity included $13.0 million in federal funds line facility and $60.4 million in unused FHLB advances. In addition to the lines, our liquid assets include cash and cash equivalents, interest bearing deposits in other banks, federal funds sold and securities available for sale that are not pledged. The book value of the aggregate of these assets totaled $56.8 million at September 30, 2002, compared to $128.0 million at December 31, 2001. We believe our liquidity sources to be stable and adequate. At September 30, 2002, we are not aware of any information that was reasonably likely to have a material effect on our liquidity position.
Our results of operation are largely dependent upon our ability to manage interest rate risk, which is the impact of adverse fluctuations in interest rates on our net interest income and net portfolio value. Although in the normal course of business we manage other risks, such as credit and liquidity risk, management considers interest rate risk to be its most significant market risk and could potentially have the largest material effect on our financial condition and results of operations.
The fundamental objective of the asset liability management process is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital.
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The Asset Liability Committee meets monthly to monitor the interest rate risk, the sensitivity of our assets and liabilities to those interest rate changes, investment activities and direct changes in the composition of the balance sheet. The Asset Liability Committee is also authorized to utilize a wide variety of off-balance sheet financial techniques to assist in the management of interest rate risk. We have used derivative instruments, primarily interest rate swaps as part of our management of asset and liability positions in connection with our overall goal of minimizing the impact of interest rate fluctuations on our net interest margin or equity. These contracts are entered into for purposes of reducing our interest rate risk and not for trading purposes. At September 30, 2002, we had two interest rate swaps maturing on April 29, 2005 and April 30, 2007 with a notional value of $20 million each for a total of $40 million. On September 30, 2002 the fair value of the swaps was $2.2 million.
Our balance sheet is inherently asset sensitive, which means that assets generally reprice more often than liabilities. Since an asset-sensitive balance sheet tends to reduce net interest income when interest rates decline and to increase net interest income when interest rate rise, careful forecast of interest rate and security portfolio changes are used to manage the interest rate risk.
We use gap analysis monthly to measure the repricing mismatches between interest earning assets and interest bearing liabilities. The interest rate sensitivity gap is determined by subtracting the amount of interest bearing liabilities from the amount of interest earning assets that reprice in a specified time period. The gap analysis presented below indicates that assets that are rate sensitive within one year exceeded liabilities within that same period by $32.3 million at September 30, 2002.
The following table shows our gap position as of September 30, 2002
| | 0-90 days | | 91-365 days | | | 1-3 years | | Over 3 yrs | | Total |
| |
|
|
| |
|
| | |
|
| |
|
| |
|
|
| | (Dollars in thousands) |
Total Investments * | | $ | 7,000 | | | $ | 5,000 | | | $ | 7,247 | | $ | 79,005 | | $ | 98,252 |
Total Loans | | | 538,576 | | | | 14,169 | | | | 25,546 | | | 91,235 | | | 669,526 |
| | |
| | | |
| | | |
| | |
| | |
|
Rate Sensitive Assets: | | | 545,576 | | | | 19,169 | | | | 32,793 | | | 170,240 | | | 767,778 |
| | |
| | | |
| | | |
| | |
| | |
|
Deposits: | | | | | | | | | | | | | | | | | |
Time Certificate of Deposit $100,000 or more | | | 115,531 | | | | 105,147 | | | | 833 | | | 2,889 | | | 224,400 |
Time Certificate of Deposit Under $100,000 | | | 37,381 | | | | 43,223 | | | | 1,090 | | | 8 | | | 81,702 |
Money Market | | | 70,478 | | | | — | | | | — | | | — | | | 70,478 |
Now Accounts | | | 10,572 | | | | — | | | | — | | | — | | | 10,572 |
Savings Accounts | | | 55,139 | | | | 5,006 | | | | 12,091 | | | 3,549 | | | 75,785 |
Other liabilities: | | | | | | | | | | | | | | | | | |
FHLB Borrowings | | | — | | | | 50,000 | | | | 10,000 | | | 5,000 | | | 65,000 |
Trust Preferred Securities | | | — | | | | — | | | | — | | | 17,408 | | | 17,408 |
| | |
| | | |
| | | |
| | |
| | |
|
Rate Sensitive Liabilities: | | | 289,101 | | | | 203,376 | | | | 24,014 | | | 28,854 | | | 545,345 |
| | |
| | | |
| | | |
| | |
| | |
|
Interest Rate Swap | | | (40,000 | ) | | | | | | | 20,000 | | | 20,000 | | | — |
Net Gap Position | | | 216,475 | | | | (184,207 | ) | | | 28,779 | | | 161,386 | | | 222,433 |
Net Cumulative Gap Position | | | 216,475 | | | | 32,268 | | | | 61,047 | | | 222,433 | | | |
* Includes investment securities, federal funds sold, FRB stock, FHLB stocks, and deposits with other banks |
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We also use a simulation analysis model quarterly to determine the sensitivity of net interest income and the economic value sensitivity of the balance sheet. The market value of equity is defined as the present value of assets minus the present value of liabilities. The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of September 30, 2002.
| Net Interest Income | | Market Value |
| Volatility | | Volatility |
|
|
Change in Interest Rates (Basis Points) | September 30, 2002 |
|
|
+200 | 13.29% | | -7.36% |
+100 | 4.57% | | -3.02% |
-100 | -4.47% | | 3.05% |
-200 | -8.64% | | 6.92% |
Item 4. Controls and Procedures
Our chief executive officer and chief financial officer have concluded that our disclosure controls and disclosure controls and procedures are sufficiently effective to ensure that the information we are required to be disclosed in the reports we file under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness, based on an evaluation of such controls and procedures conducted within 90 days prior to the date thereof.
There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.
Limitations on the Effectiveness of Controls: We do not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
37
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to routine litigation incidental to our business, none of which is considered likely to have a material adverse effect on us.
Item 2. Changes in Securities and Use of Proceeds
(a) None.
(b) None.
(c) On March 26, 2002, Nara Bancorp completed a $8.0 million offering of trust preferred securities, through Nara Statutory Trust II, issued as part of a private-placement pooled offering with several other financial institutions. Keefe, Bruyette & Woods, Inc. acted as placement agent for the pooled offering. For the period beginning on March 26, 2002 to June 25, 2002, the trust preferred securities bear the interest rate of 5.59 percent per annum payable quarterly. Beginning with June 26, 2002, the interest rate is adjusted quarterly beginning March 26, June 26, September 26 and December 26 during the 30-year term based on the 3-month LIBOR plus 3.60 percent. However, prior to March 26, 2007, the interest rate cannot exceed 11.0 percent. Nara Statutory Trust II used the proceeds from the sale of the trust preferred securities to purchase junior subordinated deferrable interest debentures of Nara Bancorp.
The trust preferred offering was made pursuant to Rule 506 of Regulation D under the Securities Act of 1933 and was made to a limited number of accredited investors. Nara Bancorp incurred $271,000 in underwriting discounts and other fees related to this offering.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a vote of Security Holders
On May 29, 2002, Nara Bancorp held its Annual Meeting of Stockholders. There were 5,603,437 shares entitled to vote, with 4,428,938 shares represented at the meeting in person or by proxy. The Annual Meeting of Stockholders of Nara Bancorp considered and voted upon the following matters:
1. Election of five persons to serve on the Board of Directors until the next annual meeting and until their successors are elected and qualified;
2. Amendment of the Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 to 20,000,000 shares; and
38
3. Ratification of the appointment of Deloitte & Touche LLP as Nara Bancorp’s independent auditors for the fiscal year ending December 31, 2002.
The election of five persons to serve on the Board of Directors was approved by a majority of votes entitled to vote at the Annual Meeting. Two nominees were approved with a total of 4,412,440 votes cast for, no votes against and 16,498 votes abstaining; two nominees were approved with a total of 4,421,940 votes cast for, no votes against and 6,998 votes abstaining and one nominee was approved with a total of 4,373,035 votes cast for, no votes against and 55,903 votes abstaining.
The amendment of the Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 to 20,000,000 shares was approved with a total of 4,219,405 votes cast for, 201,834 votes against and 7,699 votes abstaining.
The ratification of the appointment of Deloitte & Touche as the Corporation’s independent auditors for the fiscal year ending December 31, 2002 was approved with a total of 4,363,193 votes cast for, 56,345 votes against and 9,400 votes abstaining.
There were no other matters brought before the Annual Meeting that required a vote of stockholders.
Item 5. Other information
On July 30, 2002, two members of the Board of Directors of Nara Bank were appointed to serve on the Board of Directors of Nara Bancorp. The two directors, Yong Hwan Kim and John Park, will continue to serve on the Board of Directors of Nara Bank.
Mr. Yong Hwan Kim has served as a member of the Board of Director of Nara Bank since 1993, and Mr. John Park has served as a member of the Board of Director of Nara Bank since 1992.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the accompanying index to exhibits are filed or incorporated by reference (as stated herein) as part of this Quarterly Report on Form 10-Q.
(b) Reports on Form 8-K
An 8-K was filed on September 26, 2002 regarding Nara Bank, N.A. signing an agreement to assume the deposits and certain loans of the Industrial Bank of Korea, New York branch.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NARA BANCORP, INC. |
| |
| | |
Date: November 13, 2002 | /s/ Benjamin Hong |
|
|
| Benjamin Hong |
| President and Chief Executive Officer |
| (Principal executive officer) |
| | |
Date: November 13, 2002 | /s/ Bon T. Goo |
|
|
| Bon T. Goo |
| Chief Financial Officer |
| (Principal financial officer) |
40
CERTIFICATION
I, Benjamin Hong, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Nara Bancorp, Inc. (“the Company”); |
| | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and or, the period presented in this quarterly report; |
| | |
4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13A-14 and 15d-14) for the registrant and we have: |
| | |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| | |
| b) | evaluated the effectiveness of the Company’s disclosure controls and procedures as of date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
| | |
| c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of Evaluation Date; |
| | |
5. | The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of registrant’s board of directors: |
| | |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and |
| | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| | |
6. | The Company’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| | |
Date: November 13, 2002 | /s/ Benjamin Hong |
|
|
| Benjamin Hong |
| President and Chief Executive Officer |
41
CERTIFICATION
I, Bon T. Goo, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Nara Bancorp, Inc. (“the Company”); |
| | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and or, the period presented in this quarterly report; |
| | |
4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13A-14 and 15d-14) for the registrant and we have: |
| | |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| | |
| b) | evaluated the effectiveness of the Company’s disclosure controls and procedures as of date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
| | |
| c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of Evaluation Date; |
| | |
5. | The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of registrant’s board of directors: |
| | |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and |
| | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| | |
6. | The Company’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| | |
Date: November 13, 2002 | /s/ Bon T. Goo |
|
|
| Bon T. Goo |
| Executive Vice President and |
| Chief Financial Officer |
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INDEX TO EXHIBITS
Number | | Description of Document |
| |
|
| | |
3.1 | | Certificate of Incorporation of Nara Bancorp, Inc.1 |
| | |
3.2 | | Bylaws of Nara Bancorp, Inc.1 |
| | |
3.3 | | Amended Bylaws of Nara Bancorp, Inc.3 |
| | |
4.1 | | Form of Stock Certificate of Nara Bancorp, Inc.2 |
| | |
10.14 | | Agreement to assume deposits and certain loans of Industrial Bank of Korea, New York Branch * |
| | |
99.1 | | Certification of CEO and CFO pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 * |
1. | Incorporated by reference to Exhibits filed with our Statement on Form S-4 filed with the Commission on November 16, 2000. |
|
2. | Incorporated by reference to Exhibits filed with our Statement on Form S-4 filed with the Commission on December 5, 2000. |
|
3. | Incorporated by reference to Exhibits filed with our Statement on Form 10-Q filed with the Commission on August 14, 2002. |
* Filed herein
43