UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 | ||
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OR | ||
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-18630
CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)
Delaware |
| 95-4274680 |
(State of other jurisdiction of incorporation |
| (I.R.S. Employer |
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777 North Broadway, Los Angeles, California |
| 90012 |
(Address of principal executive offices) |
| (Zip Code) |
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Registrant’s telephone number, including area code: (213) 625-4700 | ||
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Former name: Cathay Bancorp, Inc., until October 20, 2003 | ||
(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common stock, $.01 par value, 24,802,135 shares outstanding as of November 10, 2003.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
3RDQUARTER 2003 REPORT ON FORM 10-Q
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(Unaudited)
3
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
(In thousands, except share and per share data) |
| September 30, 2003 |
| December 31, 2002 |
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ASSETS |
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Cash and due from banks |
| $ | 77,475 |
| $ | 70,777 |
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Federal funds sold and securities purchased under agreements to resell |
| 2,000 |
| 19,000 |
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Cash and cash equivalents |
| 79,475 |
| 89,777 |
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Securities available-for-sale (amortized cost of $935,729 in 2003 and $238,740 in 2002) |
| 947,029 |
| 248,273 |
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Securities held-to-maturity (estimated fair value of $477,782 in 2002) |
| — |
| 459,452 |
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Loans |
| 2,096,260 |
| 1,877,227 |
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Less: Allowance for loan losses |
| (29,369 | ) | (24,543 | ) | ||
Unamortized deferred loan fees, net |
| (5,290 | ) | (4,606 | ) | ||
Loans, net |
| 2,061,601 |
| 1,848,078 |
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Other real estate owned, net |
| 653 |
| 653 |
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Affordable housing investments, net |
| 27,109 |
| 21,678 |
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Premises and equipment, net |
| 29,568 |
| 29,788 |
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Customers’ liability on acceptances |
| 8,525 |
| 10,608 |
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Accrued interest receivable |
| 13,166 |
| 14,453 |
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Goodwill |
| 6,552 |
| 6,552 |
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Other assets |
| 27,954 |
| 24,686 |
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Total assets |
| $ | 3,201,632 |
| $ | 2,753,998 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Deposits |
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Non-interest-bearing demand deposits |
| $ | 366,018 |
| $ | 302,828 |
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Interest-bearing deposits: |
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NOW deposits |
| 161,661 |
| 148,085 |
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Money market deposits |
| 186,063 |
| 161,580 |
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Savings deposits |
| 325,530 |
| 290,226 |
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Time deposits under $100 |
| 429,424 |
| 425,138 |
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Time deposits of $100 or more |
| 1,075,399 |
| 986,786 |
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Total deposits |
| 2,544,095 |
| 2,314,643 |
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Federal funds purchased and securities sold under agreements to repurchase |
| 112,500 |
| 28,500 |
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Advances from Federal Home Loan Bank |
| 160,000 |
| 50,000 |
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Other borrowings |
| 4,755 |
| — |
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Acceptances outstanding |
| 8,525 |
| 10,608 |
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Trust preferred securities |
| 39,716 |
| — |
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Other liabilities |
| 12,131 |
| 62,286 |
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Total liabilities |
| 2,881,722 |
| 2,466,037 |
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Stockholders’ Equity: |
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Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued |
| — |
| — |
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Common stock, $0.01 par value, 25,000,000 shares authorized, 18,371,272 issued and 18,051,362 outstanding in 2003, and 18,305,255 issued and 17,999,955 outstanding in 2002 |
| 184 |
| 183 |
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Treasury stock, at cost (319,910 shares in 2003, and 305,300 shares in 2002) |
| (8,810 | ) | (8,287 | ) | ||
Additional paid-in-capital |
| 75,473 |
| 70,857 |
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Unearned compensation |
| (1,646 | ) | — |
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Accumulated other comprehensive income, net |
| 7,499 |
| 6,719 |
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Retained earnings |
| 247,210 |
| 218,489 |
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Total stockholders’ equity |
| 319,910 |
| 287,961 |
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Total liabilities and stockholders’ equity |
| $ | 3,201,632 |
| $ | 2,753,998 |
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Book value per share |
| $ | 17.72 |
| $ | 16.00 |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
4
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
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| Three months ended September 30, |
| Nine months ended September 30, |
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(In thousands, except share and per share data) |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
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INTEREST INCOME |
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Interest on loans |
| $ | 27,103 |
| $ | 27,384 |
| $ | 80,446 |
| $ | 79,980 |
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Interest on securities available-for-sale |
| 8,959 |
| 3,499 |
| 17,196 |
| 11,553 |
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Interest on securities held-to-maturity |
| — |
| 5,149 |
| 9,310 |
| 15,621 |
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Interest on federal funds sold and securities purchased under agreements to resell |
| 11 |
| 265 |
| 312 |
| 657 |
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Interest on deposits with banks |
| 21 |
| 7 |
| 35 |
| 26 |
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Total interest income |
| 36,094 |
| 36,304 |
| 107,299 |
| 107,837 |
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INTEREST EXPENSE |
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Time deposits of $100 or more |
| 4,712 |
| 5,817 |
| 14,944 |
| 17,847 |
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Other deposits |
| 2,381 |
| 3,432 |
| 7,660 |
| 10,366 |
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Other borrowed funds |
| 1,889 |
| 813 |
| 4,560 |
| 2,367 |
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Total interest expense |
| 8,982 |
| 10,062 |
| 27,164 |
| 30,580 |
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Net interest income before provision for loan losses |
| 27,112 |
| 26,242 |
| 80,135 |
| 77,257 |
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Provision for loan losses |
| 1,650 |
| 1,500 |
| 4,950 |
| 4,500 |
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Net interest income after provision for loan losses |
| 25,462 |
| 24,742 |
| 75,185 |
| 72,757 |
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NON-INTEREST INCOME |
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Securities gains |
| 1,690 |
| 1,421 |
| 7,343 |
| 1,881 |
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Letters of credit commissions |
| 542 |
| 533 |
| 1,536 |
| 1,471 |
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Depository service fees |
| 1,385 |
| 1,330 |
| 4,190 |
| 4,291 |
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Other operating income |
| 1,591 |
| 1,901 |
| 4,538 |
| 4,898 |
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Total non-interest income |
| 5,208 |
| 5,185 |
| 17,607 |
| 12,541 |
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NON-INTEREST EXPENSE |
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Salaries and employee benefits |
| 6,537 |
| 6,374 |
| 20,261 |
| 18,787 |
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Occupancy expense |
| 1,094 |
| 1,009 |
| 2,999 |
| 2,757 |
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Computer and equipment expense |
| 766 |
| 808 |
| 2,418 |
| 2,392 |
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Professional services expense |
| 901 |
| 1,003 |
| 2,845 |
| 2,857 |
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FDIC and State assessments |
| 145 |
| 127 |
| 402 |
| 373 |
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Marketing expense |
| 392 |
| 357 |
| 1,241 |
| 1,128 |
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Other real estate owned expense (income) |
| 10 |
| — |
| 139 |
| (385 | ) | ||||
Operations of affordable housing investments |
| 596 |
| 415 |
| 1,824 |
| 1,533 |
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Other operating expense |
| 692 |
| 798 |
| 2,367 |
| 2,315 |
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Total non-interest expense |
| 11,133 |
| 10,891 |
| 34,496 |
| 31,757 |
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Income before income tax expense |
| 19,537 |
| 19,036 |
| 58,296 |
| 53,541 |
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Income tax expense |
| 6,507 |
| 6,031 |
| 19,487 |
| 16,910 |
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Net income |
| 13,030 |
| 13,005 |
| 38,809 |
| 36,631 |
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Other comprehensive income, net of tax: |
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Unrealized holding (losses) gains arising during the period |
| (3,220 | ) | 1,939 |
| 3,907 |
| 3,133 |
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Unrealized (losses) gains on cash flow hedge derivatives |
| (55 | ) | 417 |
| (244 | ) | 491 |
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Less: reclassification adjustments included in net income |
| 1,364 |
| 550 |
| 2,883 |
| 1,462 |
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Total other comprehensive (losses) income, net of tax: |
| (4,639 | ) | 1,806 |
| 780 |
| 2,162 |
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Total comprehensive income |
| $ | 8,391 |
| $ | 14,811 |
| $ | 39,589 |
| $ | 38,793 |
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Net income per common share: |
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Basic |
| $ | 0.72 |
| $ | 0.72 |
| $ | 2.15 |
| $ | 2.04 |
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Diluted |
| $ | 0.72 |
| $ | 0.72 |
| $ | 2.14 |
| $ | 2.02 |
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Cash dividends paid per common share |
| $ | 0.280 |
| $ | 0.140 |
| $ | 0.560 |
| $ | 0.405 |
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Basic average common shares outstanding |
| 18,033,582 |
| 18,005,262 |
| 18,017,905 |
| 17,989,066 |
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Diluted average common shares outstanding |
| 18,223,498 |
| 18,133,446 |
| 18,165,335 |
| 18,113,054 |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
5
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the nine months ended September 30, |
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(In thousands) |
| 2003 |
| 2002 |
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Cash Flows from Operating Activities |
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Net income |
| $ | 38,809 |
| $ | 36,631 |
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Adjustments to reconcile net income to net cash (used) provided by operating activities: |
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Provision for loan losses |
| 4,950 |
| 4,500 |
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Depreciation |
| 1,260 |
| 1,185 |
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Gain on sale of other real estate owned |
| — |
| (395 | ) | ||
Proceeds from sale of loans |
| 8,807 |
| 13,568 |
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Gain on sale of loans |
| (434 | ) | (351 | ) | ||
Gain on sale and call of investment securities |
| (7,809 | ) | (2,126 | ) | ||
Write-downs on venture capital investments |
| 466 |
| 245 |
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Amortization of investment securities premiums, net |
| 4,016 |
| 509 |
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Amortization of intangibles |
| 165 |
| 156 |
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Stock-based compensation expense |
| 291 |
| — |
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Tax benefit from stock options |
| 11 |
| 145 |
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Increase in deferred loan fees, net |
| 684 |
| 325 |
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Decrease in accrued interest receivable |
| 1,287 |
| 2,112 |
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Increase in other assets, net |
| (4,414 | ) | (107 | ) | ||
(Decrease) increase in other liabilities |
| (50,553 | ) | 2,020 |
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Total adjustments |
| (41,273 | ) | 21,786 |
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Net cash (used) provided by operating activities |
| (2,464 | ) | 58,417 |
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Cash Flows from Investing Activities |
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Purchase of investment securities available-for-sale |
| (260,025 | ) | (187,271 | ) | ||
Proceeds from maturity and call of investment securities available-for-sale |
| 76,905 |
| 164,066 |
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Proceeds from sale of investment securities available-for-sale |
| 108,632 |
| 20,143 |
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Purchase of mortgage-backed securities available-for-sale |
| (261,261 | ) | (34,003 | ) | ||
Proceeds from repayments of asset-backed securities available-for-sale |
| — |
| 3,636 |
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Proceeds from repayments and sale of mortgage-backed securities available-for-sale |
| 55,012 |
| — |
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Purchase of investment securities held-to-maturity |
| (3,469 | ) | — |
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Proceeds from maturity and call of investment securities held-to-maturity |
| 32,590 |
| 12,420 |
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Purchase of mortgage-backed securities held-to-maturity |
| (34,645 | ) | (38,843 | ) | ||
Proceeds from repayment of mortgage-backed securities held-to-maturity |
| 52,051 |
| 44,840 |
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Net increase in loans |
| (227,530 | ) | (203,557 | ) | ||
Purchase of premises and equipment |
| (1,040 | ) | (1,778 | ) | ||
Proceeds from sale of other real estate owned |
| — |
| 1,704 |
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Net increase in affordable housing investments |
| (284 | ) | (4,333 | ) | ||
Net cash used in investing activities |
| (463,064 | ) | (222,976 | ) | ||
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Cash Flows from Financing Activities |
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Net increase in demand deposits, NOW deposits, money market and savings deposits |
| 136,553 |
| 101,064 |
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Net increase in time deposits |
| 92,899 |
| 52,065 |
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Net increase in federal funds purchased and securities sold under agreements to repurchase |
| 84,000 |
| 6,386 |
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Increase in borrowings from Federal Home Loan Bank |
| 110,000 |
| 20,000 |
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Increase in trust preferred securities |
| 39,716 |
| — |
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Cash dividends |
| (10,088 | ) | (7,281 | ) | ||
Proceeds from shares issued to the Dividend Reinvestment Plan |
| 2,621 |
| 1,431 |
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Proceeds from exercise of stock options |
| 48 |
| 288 |
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Purchase of treasury stock |
| (523 | ) | (262 | ) | ||
Net cash provided by financing activities |
| 455,226 |
| 173,691 |
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(Decrease) increase in cash and cash equivalents |
| (10,302 | ) | 9,132 |
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Cash and cash equivalents, beginning of the period |
| 89,777 |
| 86,514 |
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Cash and cash equivalents, end of the period |
| $ | 79,475 |
| $ | 95,646 |
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Supplemental disclosure of cash flow information |
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Cash paid during the period for: |
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Interest |
| $ | 27,514 |
| $ | 31,311 |
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Income taxes |
| $ | 41,240 |
| $ | 16,889 |
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Non-cash investing activities: |
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Transfer of investment securities held-to-maturity to investment securities available-for-sale, at fair value |
| $ | 412,122 |
| $ | 10,864 |
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Net change in unrealized holding gains on securities available-for-sale, net of tax |
| $ | 1,024 |
| $ | 1,670 |
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Net change in unrealized (losses) gains on cash flow hedge derivatives, net of tax |
| $ | (244 | ) | $ | 492 |
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Transfers of loans to other real estate owned |
| $ | — |
| $ | 407 |
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Consolidation of mortgage payable of affordable housing investments |
| $ | 4,755 |
| $ | — |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
6
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cathay General Bancorp, formerly Cathay Bancorp, Inc. (the “Bancorp”) is the holding company for Cathay Bank (the “Bank”), Cathay Capital Trust I, and Cathay Statutory Trust I (together the “Company” or “we”, “us,” or “our”). The Bank was founded in 1962 and offers a wide range of financial services. After the completion of the Company’s merger with GBC Bancorp and General Bank as of the close of business on October 20, 2003, as described under “Recent Developments” below, the Bank now operates twenty-six branches in Southern California, twelve branches in Northern California, one branch in Washington State, three branches in New York State, two branches in Massachusetts, and one branch in Houston, Texas, plus representative offices in Hong Kong and Shanghai, China. In addition, the Bank’s subsidiaries, Cathay Investment Company and GBC Investment and Consulting Company maintain offices in Taipei, Taiwan, and GB Trading Service, Ltd. maintains an office in Hong Kong. The Bank is a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located. Cathay Capital Trust I is a statutory business trust formed under the laws of the state of Delaware in June 2003, and Cathay Statutory Trust I is a statutory business trust formed under the laws of the state of Connecticut in September 2003. Both trusts issued trust preferred securities for the purpose of raising capital in connection with the merger with GBC Bancorp. In addition, as part of the merger with GBC Bancorp, GBC Venture Capital, Inc., a subsidiary of GBC Bancorp which was formed to hold stock warrants received as part of business relationships and to make equity investments in companies and limited partnerships subject to applicable regulatory restrictions, became a subsidiary of Cathay General Bancorp. Concurrently, GB Capital Trust, a real estate investment trust became a subsidiary of Cathay Bank. GB Capital Trust and Cathay Real Investment Trust, also a real estate investment trust and a subsidiary of Cathay Bank, were both formed to provide the Company with flexibility to raise additional capital.
As of the close of business on October 20, 2003, the Company completed its merger with GBC Bancorp and General Bank, pursuant to the terms of the Agreement and Plan of Merger, dated May 6, 2003. Consequently, GBC Bancorp was merged with and into Cathay Bancorp, Inc. with Cathay Bancorp, Inc. as the surviving corporation, and General Bank, a wholly-owned subsidiary of GBC Bancorp, was merged with and into Cathay Bank, with Cathay Bank as the surviving corporation. As a result of the merger, the Bancorp issued 6.75 million shares of its newly issued common stock, and paid $162.4 million in cash for all of the issued and outstanding shares of GBC Bancorp common stock. In addition, Cathay Bancorp Inc. changed its name to Cathay General Bancorp, but its common stock continues to be quoted on Nasdaq National Market under the symbol “CATY” while GBC Bancorp’s common stock was removed from trading.
In connection with the merger, three existing directors of GBC Bancorp joined the boards of directors of both the Bancorp and the Bank. These directors are Peter Wu, Ph.D., to serve as a Class I director with the term expiring at the 2006 annual meeting, Thomas C.T. Chiu, M.D., to serve as a Class II director with the term expiring at the 2004 annual meeting, and Ting Liu, Ph.D. to serve as a Class III director with the term expiring at the 2005 annual meeting. In addition, upon completion of the merger, Mr. Peter Wu, GBC Bancorp’s Chairman of the Board of Directors and Chief Executive Officer, became the Bancorp’s Executive Vice Chairman and Chief Operating Officer, and joined the newly-created Office of President/CEO.
7
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. Certain reclassifications have been made to the prior year’s financial statements to conform to the September 30, 2003 presentation. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2002.
The preparation of the consolidated financial statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant estimate subject to change relates to the allowance for loan losses.
Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123.” This Statement amends FASB Statement No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. The Company adopted the fair value method of accounting for stock options prospectively on January 1, 2003. See “Stock-Based Compensation,” in these Notes to Condensed Consolidated Financial Statements.
In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57, and 107 and a rescission of FASB Interpretation No. 34.” This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002, and did not have a material effect on the Company’s consolidated financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002. See “Commitments and Contingencies,” in these Notes to Condensed Consolidated Financial Statements.
In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The Company adopted the Interpretation in the third quarter of 2003. Three of the limited partnerships in which the Company has an equity interest were determined to be variable interest entities, and these partnerships are consolidated in the Company’s consolidated financial statements as of September 30, 2003.
8
The adoption of the Interpretation did not have a material impact on the Company’s consolidated financial statements.
In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This Statement is generally effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on the Company’s consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments that are within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This Statement is generally effective for the Bancorp for the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 in the third quarter of 2003. The adoption did not have a material impact on the Company’s consolidated financial statements.
Financial Derivatives
The Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to its interest-earning assets and interest-bearing liabilities. The Company recognizes all derivatives on the balance sheet at fair value. Fair value is based on dealer quotes, or quoted prices from instruments with similar characteristics. The Company uses financial derivatives designated for hedging activities as cash flow hedges. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings.
On March 21, 2000, the Company hedged a portion of its floating interest rate loans through an interest rate swap agreement with a $20.0 million notional amount. The purpose of the hedge is to provide a measure of stability in the future cash receipts from such loans over the term of the swap agreement, which at September 30, 2003 was less than six quarters. Amounts to be paid or received on the interest rate swap are reclassified into earnings upon the receipt of interest payments on the underlying hedged loans, including amounts totaling $897,000 that were reclassified into earnings during the nine months ended September 30, 2003. The estimated net amount of the existing gains within accumulated other comprehensive income that are expected to be reclassified into earnings within the next 12 months is approximately $1.2 million.
Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.
For the three months ended September 30, 2003 and 2002, all options to purchase shares of common stock were included in the computation of diluted earnings per share. For the nine months ended September 30, 2003, options to purchase an additional 179,167 shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. All options were included in the computation of diluted earnings per share for the nine months ended September 30, 2002.
9
The following table sets forth basic and diluted earnings per share calculations:
|
| For the three months ended |
| For the nine months ended |
| ||||||||
(Dollars in thousands, except share and per share data) |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
| ||||
Net income |
| $ | 13,030 |
| $ | 13,005 |
| $ | 38,809 |
| $ | 36,631 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted-average shares: |
|
|
|
|
|
|
|
|
| ||||
Basic weighted-average number of common shares outstanding |
| 18,033,582 |
| 18,005,262 |
| 18,017,905 |
| 17,989,066 |
| ||||
Dilutive effect of weighted-average outstanding common shares equivalents |
| 189,916 |
| 128,184 |
| 147,430 |
| 123,988 |
| ||||
Diluted weighted-average number of common shares outstanding |
| 18,223,498 |
| 18,133,446 |
| 18,165,335 |
| 18,113,054 |
| ||||
Earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
| $ | 0.72 |
| $ | 0.72 |
| $ | 2.15 |
| $ | 2.04 |
|
Diluted |
| $ | 0.72 |
| $ | 0.72 |
| $ | 2.14 |
| $ | 2.02 |
|
Prior to 2003, the Company used the intrinsic-value method to account for stock-based compensation granted to employees. Accordingly, no expense was recorded in periods prior to 2003, because the stock’s fair market value did not exceed the exercise price at the date of grant. In 2003, the Company adopted prospectively the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” as amended by FASB Statement No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123,” and began recognizing the expense associated with stock options granted during 2003 using the fair value method, which resulted in a $97,000 charge to the third quarter of 2003 and a $291,000 charge to the first nine months of 2003 to salaries and employee benefits. Stock-based compensation expense for stock options is calculated based on the fair value of the award at the grant date, and is recognized as an expense over the vesting period of the grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of granted options. This model takes into account the option exercise price, the option’s expected life, the current price of the underlying stock, the expected volatility of the Company’s stock, expected dividends on the stock and a risk-free interest rate. Since compensation cost is measured at the grant date, the only variable whose change would impact expected compensation expense recognized in future periods for 2003 grants is actual forfeitures.
If the compensation cost for all awards granted under the Company’s stock option plan had been determined using the fair value method of SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and earnings per share for the periods presented would have been reduced to the pro forma amounts indicated in the table below.
|
| For the three months ended |
| For the nine months ended |
| ||||||||
|
| 2003 |
| 2002 |
| 2003 |
| 2002 |
| ||||
Net income, as reported |
| $ | 13,030 |
| $ | 13,005 |
| $ | 38,809 |
| $ | 36,631 |
|
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects |
| 56 |
| — |
| 168 |
| — |
| ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
| (124 | ) | (53 | ) | (372 | ) | (158 | ) | ||||
Pro forma net income |
| $ | 12,962 |
| $ | 12,952 |
| $ | 38,605 |
| $ | 36,473 |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic – as reported |
| $ | 0.72 |
| $ | 0.72 |
| $ | 2.15 |
| $ | 2.04 |
|
Basic – pro forma |
| 0.72 |
| 0.72 |
| 2.14 |
| 2.03 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted – as reported |
| 0.72 |
| 0.72 |
| 2.14 |
| 2.02 |
| ||||
Diluted – pro forma |
| 0.71 |
| 0.71 |
| 2.13 |
| 2.01 |
|
10
In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans, or through commercial or standby letters of credit. Those instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying condensed consolidated statements of condition. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
(In thousands) |
| At September 30, 2003 |
| At December 31, 2002 |
| ||
Commitments to extend credit |
| $ | 687,000 |
| $ | 725,000 |
|
Standby letters of credit |
| 26,000 |
| 15,000 |
| ||
Other letters of credit |
| 26,000 |
| 37,000 |
| ||
Bill of lading guarantees |
| 11,000 |
| 11,000 |
| ||
Total |
| $ | 750,000 |
| $ | 788,000 |
|
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment agreement. These commitments generally have fixed expiration dates and the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the borrowers. Letters of credit, including standby letters of credit and bill of lading guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing these types of instrument is essentially the same as that involved in making loans to customers.
Investment Securities
During the second quarter of 2003, the Company reduced its holdings in US dollar-denominated corporate bonds issued by certain Hong Kong entities to $2.6 million, after selling bonds with a net book value of $20.9 million. Management had intended to hold these bonds to maturity at the time of purchase, and therefore, designated these securities as held-to-maturity. However, as the SARS situation persisted in Hong Kong, management came to believe that there was a risk that the credit rating of these bonds may potentially be adversely impacted. As a result of the sales of these held-to-maturity securities, the remaining securities in the portfolio were tainted and were transferred to the available-for-sale portfolio as of May 31, 2003. At the time of transfer, the securities held-to-maturity portfolio was primarily comprised of US government agencies, state and municipal securities, mortgage-backed securities, collateralized mortgage obligations, assets-backed securities, and corporate bonds. The carrying value and the estimated fair value of the securities in the held-to-maturity portfolio were $411.4 million and $429.9 million, respectively at the time of transfer to the securities available-for-sale portfolio. The net unrealized gains were $18.5 million.
In connection with the GBC Bancorp merger, the Bancorp issued $20.0 million of trust preferred securities in June 2003, which have a variable interest rate of three-month LIBOR plus 3.15%, and an interest rate cap of 11.75% during the first five years, when the securities cannot be called. The trust
11
preferred securities carry a 30-year term and are redeemable, in whole or in part, at the option of the Bancorp, once each quarter, beginning five years after their issuance.
Also in connection with the merger, the Bancorp completed a second issuance of $20.0 million of trust preferred securities in September 2003. The trust preferred securities have a variable interest rate of three-month LIBOR plus 3.00% and a 30-year term. The trust preferred securities are redeemable, in whole or in part, at the option of the Bancorp, once each quarter, beginning five years after their issuance.
The Bancorp entered into a credit agreement with Citicorp North America, Inc. for a term loan on October 3, 2003. The Bancorp requested an advance for $20.0 million on October 30, 2003 at 3-month LIBOR plus 0.80%, to mature on January 28, 2004. The proceeds were used as part of the funding for the call of the $40.0 million in 8 3/8% GBC Bancorp subordinated notes due 2007 that were assumed by the Bancorp as part of its merger with GBC Bancorp. The Bancorp redeemed these notes on November10, 2003 at a redemption price of 101% of the principal amount together with accrued interest thereon.
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is given based on the assumption that the reader has access to and has read the Annual Report on Form 10-K for the year ended December 31, 2002, of Cathay Bancorp, Inc. (“Bancorp”) and its wholly-owned subsidiary Cathay Bank (the “Bank”), Cathay Capital Trust I, Cathay Statutory Trust I (together, the “Company” or “we”, “us,” or “our”).
The statements in this report include forward-looking statements regarding management’s beliefs, projections, and assumptions concerning future results and events. These forward-looking statements may, but do not necessarily, include words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue” or similar expressions. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, adverse developments, or conditions related to or arising from:
• the Company’s ability or inability to retain key personnel, maintain customer relationships, and integrate its operations and realize the benefits of its recent merger with GBC Bancorp;
• our expansion into new market areas;
• fluctuations in interest rates;
• demographic changes;
• increases in competition;
• deterioration in asset or credit quality;
• changes in the availability of capital;
• adverse regulatory developments;
• changes in business strategy or development plans, including the deregistration of the registered investment company, which became effective in March 2003, and the formation of a real estate investment trust, for which we received regulatory approval in February 2003;
• general economic or business conditions;
• other factors discussed in Part II – Item 7 – “Factors that May Affect Future Results,” in our Annual Report on Form 10-K for the year ended December 31, 2002; and
• risks described in our registration statement on Form S-4 (which we filed in connection with the merger with GBC) under the section entitled “risk factors.”
Actual results in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, we caution readers not to place undue reliance on any forward-looking statements, which speak as of the date of this report. We have no intention and undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events.
We invite you to visit us at our Web site at www.cathaybank.com, to access free of charge our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and our quarterly earnings releases, all of which are made available as soon as practicable after we electronically file such materials with, or furnish them to the SEC. In addition, you can write us to obtain a free copy of any of those reports at Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012, Attn: Investor Relations.
13
Critical Accounting Policies
The discussion and analysis of our consolidated financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
Accounting for the allowance for loan losses involves significant judgments and assumptions by management, which has a material impact on the carrying value of net loans; management considers this accounting policy to be a critical accounting policy. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances as described under the heading “Allowance for Loan Losses.”
THIRD QUARTER HIGHLIGHTS:
• Net income for the third quarter 2003 was the same as the quarter a year ago, at $13.0 million.
• Total asset growth of $447.6 million or 16.3% to $3.2 billion at September 30, 2003, from December 31, 2002 of $2.8 billion.
• Gross loans grew to $2.1 billion from December 31, 2002, an increase of $219.0 million or 11.7%, primarily in commercial mortgage loans and commercial loans.
• Deposit accounts grew to $2.5 billion from December 31, 2002, an increase of $229.5 million or 9.9%, of which $140.8 million or 61.4% of the total growth was in core deposits.
• Net recoveries of $46,000 in the third quarter of 2003, compared with net charge-offs of $402,000 in the year ago quarter.
• Return on average stockholders’ equity was 16.55% and return on average assets was 1.66% for the quarter ended September 30, 2003.
• On October 20, 2003, the Bancorp completed its merger with GBC Bancorp pursuant to the Agreement and Plan of Merger dated May 6, 2003, whereby GBC Bancorp was merged with and into Cathay Bancorp, Inc. and GBC Bancorp’s wholly-owned subsidiary, General Bank, was merged with and into Cathay Bank; and Cathay Bancorp Inc.’s name was changed to Cathay General Bancorp.
• On September 4, 2003, the American Banker newspaper ranked the Company as the 16th most efficient US bank holding company among the 500 largest, based on the results for the first quarter of 2003.
Subsequent Events
Merger with GBC Bancorp
At the close of business on October 20, 2003, Cathay Bancorp, Inc. completed its merger with GBC Bancorp, and changed its name to Cathay General Bancorp. As a result of the merger, GBC Bancorp was merged with and into the Bancorp and General Bank, the wholly-owned subsidiary of GBC Bancorp, was merged with and into the Bank. Under the terms of the merger, the Company paid $162.4 million in cash, issued 6.75 million shares of its common stock and assumed options to purchase up to 830,000 GBC Bancorp shares, for all of the issued and outstanding shares of GBC Bancorp.
14
The Company accounted for the merger using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” Immediately prior to the closing of the merger, GBC Bancorp had total assets of $2.4 billion, securities of $1.1 billion, loans of $1.1 billion, and deposits of $1.9 billion. In connection with the merger, the Company incurred approximately $1.6 million in transaction costs.
Credit Agreement
The Bancorp entered into a credit agreement with Citicorp North America, Inc. for a term loan on October 3, 2003. The Bancorp requested an advance for $20.0 million on October 30, 2003 at LIBOR plus 0.80%, to mature on January 28, 2004. The proceeds were used as the funding for the call of the $40.0 million in 8 3/8% GBC Bancorp subordinated notes due 2007 that were assumed by the Bancorp as part of its merger with GBC Bancorp. The Bancorp redeemed these notes on November 10, 2003 at a redemption price of 101% at the principal amount together with accrued interest thereon.
Income Statement Review
Net Income
Net income for the third quarter of 2003 was $13.0 million or $0.72 per diluted share, the same as net income of $13.0 million and $0.72 per diluted share for the same quarter a year ago. Return on average stockholders’ equity was 16.55% and return on average assets was 1.66% for the third quarter of 2003, compared with a return on average stockholders’ equity of 18.94% and return on average assets of 1.96% for the third quarter of 2002.
FINANCIAL PERFORMANCE
(In thousands, except per share data) |
| 3rd Quarter 2003 |
| 3rd Quarter 2002 |
| ||
Net income |
| $ | 13,030 |
| $ | 13,005 |
|
Basic earnings per share |
| $ | 0.72 |
| $ | 0.72 |
|
Diluted earnings per share |
| $ | 0.72 |
| $ | 0.72 |
|
Return on average assets |
| 1.66 | % | 1.96 | % | ||
Return on average stockholders’ equity |
| 16.55 | % | 18.94 | % | ||
Efficiency ratio |
| 34.45 | % | 34.65 | % | ||
Total average assets |
| $ | 3,108,858 |
| $ | 2,630,188 |
|
Total average stockholders’ equity |
| $ | 312,393 |
| $ | 272,354 |
|
Net Interest Income Before Provision for Loan Losses
Our net interest income before provision for loan losses increased to $27.1 million during the third quarter of 2003, or 3.3% higher than the $26.2 million during the same quarter a year ago. The increase was due to growth in both the investment and loan portfolios, which helped to mitigate the effect of the accelerated amortization of premiums on securities due to higher prepayments, lower securities yields available on reinvestment and the effect of the decreases in the target federal funds rate on the Company’s asset-sensitive balance sheet.
The net interest margin, on a fully taxable-equivalent basis, fell 17 basis points from 3.91% during the second quarter 2003 to 3.74% for the third quarter 2003, primarily as a result of lower yields from the loan portfolio and accelerated amortization of premiums on securities due to higher prepayments, as well as the lower yields available from investment securities upon reinvestment. The net interest margin decreased from 4.29% in the third quarter of 2002 to 3.74% in the third quarter of 2003, primarily as a result of the 50 basis point drop in the federal funds rate in November 2002 and the 25 basis point drop in June 2003, the accelerated amortization of premiums on securities due to higher
15
prepayments, prepayments and calls of higher yielding securities, and the related lagging effect on our interest-bearing time deposit accounts.
For the third quarter of 2003, the interest rate earned on our average interest-earning assets was 4.96% on a fully taxable-equivalent basis, and our cost of funds on average interest-bearing liabilities equaled 1.47%. In comparison, for the third quarter of 2002, the interest rate earned on our average interest-earning assets was 5.90% and our cost of funds on average interest-bearing liabilities equaled 1.96%.
Average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rates and net interest margins were as follows:
|
| For the Three Months Ended |
| ||||||||||||||
|
| September 30, 2003 |
| September 30, 2002 |
| ||||||||||||
Taxable-equivalent basis |
| Average |
| Interest |
| Average |
| Average |
| Interest |
| Average |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Federal funds sold and securities purchased under agreements to resell |
| $ | 6,054 |
| $ | 11 |
| 0.72 | % | $ | 60,457 |
| $ | 265 |
| 1.74 | % |
Investment securities |
| 939,232 |
| 9,471 |
| 4.00 |
| 629,978 |
| 9,181 |
| 5.78 |
| ||||
Loans(2) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial |
| 570,735 |
| 6,423 |
| 4.46 |
| 525,446 |
| 6,815 |
| 5.15 |
| ||||
Residential mortgage |
| 235,413 |
| 3,405 |
| 5.79 |
| 231,142 |
| 3,815 |
| 6.60 |
| ||||
Commercial mortgage |
| 1,056,681 |
| 15,553 |
| 5.84 |
| 860,534 |
| 14,153 |
| 6.53 |
| ||||
Real estate construction |
| 108,464 |
| 1,566 |
| 5.73 |
| 154,515 |
| 2,323 |
| 5.96 |
| ||||
Installment |
| 10,164 |
| 149 |
| 5.82 |
| 14,931 |
| 268 |
| 7.12 |
| ||||
Others |
| 473 |
| 7 |
| 5.87 |
| 713 |
| 10 |
| 5.56 |
| ||||
Total loans(3) |
| 1,981,930 |
| 27,103 |
| 5.43 |
| 1,787,281 |
| 27,384 |
| 6.08 |
| ||||
Deposits with banks |
| 2,285 |
| 21 |
| 3.65 |
| 840 |
| 7 |
| 3.31 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total interest-earning assets |
| 2,929,501 |
| 36,606 |
| 4.96 |
| 2,478,556 |
| 36,837 |
| 5.90 |
| ||||
Allowance for loan losses |
| (28,339 | ) |
|
|
|
| (22,371 | ) |
|
|
|
| ||||
Cash and due from banks |
| 60,368 |
|
|
|
|
| 56,829 |
|
|
|
|
| ||||
Other non-earning assets |
| 147,328 |
|
|
|
|
| 117,174 |
|
|
|
|
| ||||
Total assets |
| $ | 3,108,858 |
|
|
|
|
| $ | 2,630,188 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-bearing checking deposits |
| $ | 160,752 |
| 94 |
| 0.23 |
| $ | 139,212 |
| 110 |
| 0.31 |
| ||
Money market deposit |
| 187,212 |
| 315 |
| 0.67 |
| 166,391 |
| 447 |
| 1.07 |
| ||||
Savings deposit |
| 317,156 |
| 241 |
| 0.30 |
| 274,913 |
| 379 |
| 0.55 |
| ||||
Time deposits under $100 |
| 442,211 |
| 1,731 |
| 1.55 |
| 428,962 |
| 2,496 |
| 2.31 |
| ||||
Time deposits $100 and over |
| 1,052,592 |
| 4,712 |
| 1.78 |
| 953,913 |
| 5,817 |
| 2.42 |
| ||||
Total interest-bearing deposits |
| 2,159,923 |
| 7,093 |
| 1.30 |
| 1,963,391 |
| 9,249 |
| 1.87 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Federal funds purchased and securities sold under repurchase agreements |
| 77,195 |
| 205 |
| 1.05 |
| 12 |
| — |
| — |
| ||||
Other borrowings |
| 162,500 |
| 1,424 |
| 3.48 |
| 78,500 |
| 813 |
| 4.11 |
| ||||
Trust preferred securities |
| 22,750 |
| 260 |
| 4.53 |
| — |
| — |
| — |
| ||||
Total interest-bearing liabilities |
| 2,422,368 |
| 8,982 |
| 1.47 |
| 2,041,903 |
| 10,062 |
| 1.96 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest-bearing demand deposits |
| 326,803 |
|
|
|
|
| 279,454 |
|
|
|
|
| ||||
Other liabilities |
| 47,294 |
|
|
|
|
| 36,477 |
|
|
|
|
| ||||
Stockholders’ equity |
| 312,393 |
|
|
|
|
| 272,354 |
|
|
|
|
| ||||
Total liabilities and stockholders’ equity |
| $ | 3,108,858 |
|
|
|
|
| $ | 2,630,188 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net interest spread |
|
|
|
|
| 3.49 | % |
|
|
|
| 3.94 | % | ||||
Fully taxable-equivalent net interest income |
|
|
| $ | 27,624 |
|
|
|
|
| $ | 26,775 |
|
|
| ||
Net interest margin |
|
|
|
|
| 3.74 | % |
|
|
|
| 4.29 | % |
(1) The amount of interest earned on certain securities of states and political subdivisions and other securities held have been adjusted to a fully taxable-equivalent basis based on marginal corporate federal tax rate of 35%.
(2) Includes average non-accrual loans of $3,747 and $4,944 for 2003 and 2002, respectively.
(3) Loan income includes loan fees of $800 and $703 for 2003 and 2002, respectively.
16
Provision for Loan Losses
We increased the provision for loan losses by $150,000 to $1.7 million during the third quarter of 2003 compared with $1.5 million for the third quarter of 2002. The provision for loan losses represents the charge against current earnings that is determined by management, through a credit review process, as the amount needed to maintain an allowance that management believes should be sufficient to absorb loan losses inherent in the Company’s loan portfolio. Gross charge-offs for the third quarter of 2003 were $15,000, compared with charge-offs of $415,000 during the third quarter of 2002. Recoveries in the third quarter of 2003 equaled $61,000, compared with recoveries of $13,000 in the same quarter a year ago. Also see “Allowance for Loan Losses” on this third quarter 2003 report on Form 10-Q.
Non-Interest Income
Non-interest income, which includes revenues from service charges on deposit accounts, letters of credit commissions, securities sales, loan sales, wire transfer fees, and other sources of fee income, was $5.2 million for the third quarter of 2003, which was the same as the third quarter of 2002.
For the third quarter of 2003, the Company realized a net gain on securities of $1.7 million compared to $1.4 million for the same quarter in 2002. Other operating income decreased by 16.3% to $1.6 million during the third quarter 2003 compared with $1.9 million in the year ago quarter. The decrease in other operating income was due primarily to lower wire transfer fees and foreign exchange income.
Non-Interest Expense
Non-interest expense increased $242,000 to $11.1 million in the third quarter of 2003, while the efficiency ratio improved slightly to 34.45% compared to 34.65% in the year ago quarter. The increase in non-interest expense during the third quarter 2003 was primarily attributable to higher losses from operations of affordable housing investments of $181,000 due to additional investments, increases in salaries and employee benefits expenses of $163,000, and increases in occupancy expense of $85,000. The increases in salaries and employee benefits expense and occupancy expense were related to a higher number of employees, resulting in part from the opening of additional branches and $97,000 for stock option expense. During the first quarter of 2003, the Company adopted prospectively the stock option expense provisions of the Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation,” as amended by FASB Statement No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an Amendment of FASB Statement No. 123”.
Income Taxes
The provision for income taxes was $6.5 million, representing an effective income tax rate of 33.3%, for the third quarter 2003 compared with $6.0 million, representing an effective income tax rate of 31.7%, in the year ago quarter. The effective income tax rate during the third quarter of 2003 reflected tax credits from qualified affordable housing investments, and the income tax benefits of the real estate investment trust formed in the first quarter of 2003. The effective income tax rate during the third quarter of 2002 reflected tax credits from affordable housing investments, and the income tax benefits of a registered investment company subsidiary of the Bank, which was deregistered in March 2003. The increase in the effective tax rate from 2002 to 2003 resulted from the lower level of assets in the real estate investment trust in 2003 compared to the registered investment company in 2002.
17
Year-to-Date Income Statement Review
Net income was $38.8 million or $2.14 per diluted share for the nine months ended September 30, 2003, an increase of 6.0% over net income of $36.6 million or $2.02 per diluted share for the same period a year ago. The Company’s net interest income before provision for loan losses increased by $2.9 million for the nine months ended September 30, 2003 to $80.1 million, up 3.7%, compared to $77.3 million for the same period in 2002. The net interest margin, on a fully taxable-equivalent basis for the nine months ended September 30, 2003 decreased 49 basis points to 3.89%, compared to 4.38% for the nine months ended September 30, 2002.
The average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rates and net interest margins were as follows:
|
| For the Nine Months Ended |
| ||||||||||||||
|
| September 30, 2003 |
| September 30, 2002 |
| ||||||||||||
Taxable-equivalent basis |
| Average |
| Interest |
| Average |
| Average |
| Interest |
| Average |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Federal funds sold and securities purchased under agreements to resell |
| $ | 35,218 |
| $ | 312 |
| 1.18 | % | $ | 50,551 |
| $ | 657 |
| 1.74 | % |
Investment securities |
| 822,773 |
| 28,081 |
| 4.56 |
| 646,610 |
| 28,786 |
| 5.95 |
| ||||
Loans(2) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial |
| 572,647 |
| 19,431 |
| 4.54 |
| 509,153 |
| 20,755 |
| 5.45 |
| ||||
Residential mortgage |
| 233,477 |
| 10,638 |
| 6.08 |
| 231,669 |
| 11,685 |
| 6.73 |
| ||||
Commercial mortgage |
| 1,020,003 |
| 44,981 |
| 5.90 |
| 793,175 |
| 39,470 |
| 6.65 |
| ||||
Real estate construction |
| 110,277 |
| 4,846 |
| 5.88 |
| 160,111 |
| 7,126 |
| 5.95 |
| ||||
Installment |
| 11,496 |
| 526 |
| 6.12 |
| 16,527 |
| 913 |
| 7.39 |
| ||||
Others |
| 481 |
| 24 |
| 6.67 |
| 607 |
| 31 |
| 6.83 |
| ||||
Total loans(3) |
| 1,948,381 |
| 80,446 |
| 5.52 |
| 1,711,242 |
| 79,980 |
| 6.25 |
| ||||
Deposits with banks |
| 1,299 |
| 35 |
| 3.60 |
| 953 |
| 26 |
| 3.65 |
| ||||
Total interest-earning assets |
| 2,807,671 |
| 108,874 |
| 5.18 |
| 2,409,356 |
| 109,449 |
| 6.07 |
| ||||
Allowance for loan losses |
| (26,706 | ) |
|
|
|
| (23,400 | ) |
|
|
|
| ||||
Cash and due from banks |
| 46,770 |
|
|
|
|
| 57,807 |
|
|
|
|
| ||||
Other non-earning assets |
| 140,636 |
|
|
|
|
| 116,577 |
|
|
|
|
| ||||
Total assets |
| $ | 2,968,371 |
|
|
|
|
| $ | 2,560,340 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-bearing checking deposits |
| $ | 154,482 |
| 266 |
| 0.23 |
| $ | 138,296 |
| 324 |
| 0.31 |
| ||
Money market deposit |
| 187,864 |
| 1,053 |
| 0.75 |
| 150,610 |
| 1,163 |
| 1.03 |
| ||||
Savings deposit |
| 308,217 |
| 684 |
| 0.30 |
| 266,015 |
| 1,086 |
| 0.55 |
| ||||
Time deposits under $100 |
| 441,114 |
| 5,657 |
| 1.71 |
| 422,978 |
| 7,793 |
| 2.46 |
| ||||
Time deposits $100 and over |
| 1,025,216 |
| 14,944 |
| 1.95 |
| 940,078 |
| 17,847 |
| 2.54 |
| ||||
Total interest-bearing deposits |
| 2,116,893 |
| 22,604 |
| 1.43 |
| 1,917,977 |
| 28,213 |
| 1.97 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Federal funds purchased and securities sold under repurchase agreements |
| 27,271 |
| 216 |
| 1.06 |
| 4,828 |
| 42 |
| 1.16 |
| ||||
Other borrowings |
| 154,753 |
| 4,072 |
| 3.52 |
| 74,510 |
| 2,325 |
| 4.17 |
| ||||
Trust preferred securities |
| 8,028 |
| 272 |
| 4.53 |
| — |
| — |
| — |
| ||||
Total interest-bearing liabilities |
| 2,306,945 |
| 27,164 |
| 1.57 |
| 1,997,315 |
| 30,580 |
| 2.05 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest-bearing demand deposits |
| 296,652 |
|
|
|
|
| 266,968 |
|
|
|
|
| ||||
Other liabilities |
| 61,264 |
|
|
|
|
| 35,752 |
|
|
|
|
| ||||
Stockholders’ equity |
| 303,510 |
|
|
|
|
| 260,305 |
|
|
|
|
| ||||
Total liabilities and stockholders’ equity |
| $ | 2,968,371 |
|
|
|
|
| $ | 2,560,340 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net interest spread |
|
|
|
|
| 3.61 | % |
|
|
|
| 4.02 | % | ||||
Fully taxable-equivalent net interest income |
|
|
| $ | 81,710 |
|
|
|
|
| $ | 78,869 |
|
|
| ||
Net interest margin |
|
|
|
|
| 3.89 | % |
|
|
|
| 4.38 | % |
(1) The amount of interest earned on certain securities of states and political subdivisions and other securities held have been adjusted to a fully taxable-equivalent basis based on marginal corporate federal tax rate of 35%.
(2) Includes average non-accrual loans of $3,629 and $6,328 for 2003 and 2002, respectively.
(3) Loan income includes loan fees of $2,292 and $2,230 for 2003 and 2002, respectively.
18
Non-interest income increased 40.4% to $17.6 million for the first nine months of 2003, compared to $12.5 million in the like period a year ago. The increase is primarily due to gains recognized in 2003 on the sale of investment securities with a net book value of $100.9 million. The total gains from the sales of these securities were $7.8 million.
Return on average stockholders’ equity was 17.10% and return on average assets was 1.75% for the first nine months of 2003, compared to a return on average stockholders’ equity of 18.81% and a return on average assets of 1.91% for the nine months ended September 30, 2002. The efficiency ratio for the nine months ended September 30, 2003 was 35.29%, compared to 35.36% for the same period a year ago.
Financial Condition Review
Assets
Total assets increased by $447.6 million to $3.2 billion at September 30, 2003, up 16.3% from year-end 2002 of $2.8 billion. The increase in total assets was driven primarily by growth in investment securities totaling $239.3 million and an increase of $219.0 million in gross loans.
Securities
Total investment securities increased 33.8% to $947.0 million at September 30, 2003, compared to $707.7 million at December 31, 2002. As a percentage of total assets, the investment securities portfolio increased to 29.6% at September 30, 2003, compared with 25.7% at year-end 2002.
Average investment securities as a percentage of average interest-earning assets increased to 32.1% for the third quarter of 2003, from 25.1% for the fourth quarter of 2002. The net increase in the portfolio for the nine months ended September 30, 2003 was from purchases of U.S. government agency securities, mortgage-backed securities and collateralized mortgage obligations less securities called, matured, and sold. During the first nine months of 2003, the Bank sold corporate bonds, U. S. government agency securities, and mortgage-backed securities with a net book value totaling $100.9 million, resulted in a gain of $7.8 million, exclusive of gains on calls of investment securities of $45,000 and $466,000 in write-downs on venture capital investments.
The fair value of the investment securities available-for-sale was $947.0 million at September 30, 2003 compared to $248.3 million at December 31, 2002 primarily as a result of the transfer of securities in the held-to-maturity portfolio to the available-for-sale portfolio in the second quarter of 2003. In the second quarter of 2003, the Company sold $20.9 million of its holdings in US dollar-denominated corporate bonds issued by certain Hong Kong entities whose credit rating may potentially be adversely impacted by the effect of SARS, and reduced its remaining holdings to $2.6 million. As a result of these sales from the held-to-maturity portfolio, the remaining securities in the held-to-maturity portfolio were transferred to the available-for-sale portfolio as of May 31, 2003. Net unrealized gains on securities available-for-sale, which represents the difference between fair value and amortized cost, increased to $11.3 million at September 30, 2003, compared to $9.5 million at year-end 2002. Net unrealized gains on investment securities available-for-sale are included in accumulated other comprehensive income, net of tax.
The average taxable-equivalent yield on investment securities decreased 178 basis points to 4.0% for the third quarter of 2003, compared with 5.8% during the same quarter a year-ago, as higher-yielding securities matured, prepaid, or were sold and premiums amortization accelerated as a result of higher prepayments.
19
The following tables summarize the composition, amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities available-for-sale as of September 30, 2003, and December 31, 2002:
|
| September 30, 2003 |
| ||||||||||
(In thousands) |
| Amortized Cost |
| Gross Unrealized Gains |
| Gross Unrealized Losses |
| Fair Value |
| ||||
US government agencies |
| $ | 293,948 |
| $ | 6,445 |
| $ | 578 |
| $ | 299,815 |
|
State and municipal securities |
| 73,428 |
| 3,748 |
| 94 |
| 77,082 |
| ||||
Mortgage-backed securities |
| 273,192 |
| 3,350 |
| 1,168 |
| 275,374 |
| ||||
Collateralized mortgage obligations |
| 135,385 |
| 1,620 |
| 1,436 |
| 135,569 |
| ||||
Asset-backed securities |
| 19,999 |
| 485 |
| — |
| 20,484 |
| ||||
Corporate bonds |
| 50,969 |
| 1,879 |
| 10 |
| 52,838 |
| ||||
Money market fund |
| 40,000 |
| — |
| 145 |
| 39,855 |
| ||||
Equity securities |
| 28,902 |
| — |
| 4,100 |
| 24,802 |
| ||||
Other securities |
| 19,906 |
| 1,304 |
| — |
| 21,210 |
| ||||
Total |
| $ | 935,729 |
| $ | 18,831 |
| $ | 7,531 |
| $ | 947,029 |
|
|
| December 31, 2002 |
| ||||||||||
(In thousands) |
| Amortized Cost |
| Gross Unrealized Gains |
| Gross Unrealized Losses |
| Fair Value |
| ||||
US government agencies |
| $ | 162,287 |
| $ | 7,896 |
| $ | — |
| $ | 170,183 |
|
State and municipal securities |
| 100 |
| — |
| — |
| 100 |
| ||||
Mortgage-backed securities |
| 5,767 |
| 380 |
| — |
| 6,147 |
| ||||
Collateralized mortgage obligations |
| 808 |
| 39 |
| — |
| 847 |
| ||||
Asset-backed securities |
| 9,997 |
| 513 |
| — |
| 10,510 |
| ||||
Corporate bonds |
| 30,755 |
| 2,314 |
| — |
| 33,069 |
| ||||
Equity securities |
| 29,026 |
| — |
| 1,609 |
| 27,417 |
| ||||
Total |
| $ | 238,740 |
| $ | 11,142 |
| $ | 1,609 |
| $ | 248,273 |
|
The following tables summarize the composition, carrying value, gross unrealized gains, gross unrealized losses and estimated fair values of securities held-to-maturity as of December 31, 2002:
|
| December 31, 2002 |
| ||||||||||
(In thousands) |
| Carrying Value |
| Gross Unrealized Gains |
| Gross Unrealized Losses |
| Estimated |
| ||||
US government agencies |
| $ | 49,996 |
| $ | 2,032 |
| $ | — |
| $ | 52,028 |
|
State and municipal securities |
| 72,770 |
| 5,392 |
| 6 |
| 78,156 |
| ||||
Mortgage-backed securities |
| 66,135 |
| 3,231 |
| — |
| 69,366 |
| ||||
Collateralized mortgage obligations |
| 168,055 |
| 1,664 |
| 60 |
| 169,659 |
| ||||
Asset-backed securities |
| 9,999 |
| 349 |
| — |
| 10,348 |
| ||||
Corporate bonds |
| 72,611 |
| 4,471 |
| 253 |
| 76,829 |
| ||||
Other securities |
| 19,886 |
| 1,510 |
| — |
| 21,396 |
| ||||
Total |
| $ | 459,452 |
| $ | 18,649 |
| $ | 319 |
| $ | 477,782 |
|
The following table summarizes the scheduled maturities of investment securities by security type as of September 30, 2003:
|
| As of September 30, 2003 |
| ||||||||||||||||
(In thousands) |
| Non-maturing |
| One Year |
| After One Year |
| After Five Years |
| Over Ten |
| Total |
| ||||||
US government agencies |
| $ | — |
| $ | — |
| $ | 162,162 |
| $ | 137,653 |
| $ | — |
| $ | 299,815 |
|
State and municipal securities |
| — |
| 230 |
| 14,717 |
| 33,087 |
| 29,048 |
| 77,082 |
| ||||||
Mortgage-backed securities |
| — |
| 193 |
| 2,002 |
| 27,198 |
| 245,981 |
| 275,374 |
| ||||||
Collateralized mortgage obligations |
| — |
| — |
| 8,354 |
| 32,176 |
| 95,039 |
| 135,569 |
| ||||||
Asset-backed securities |
| — |
| — |
| 20,484 |
| — |
| — |
| 20,484 |
| ||||||
Corporate bonds |
| — |
| 36,874 |
| 15,964 |
| — |
| — |
| 52,838 |
| ||||||
Money market fund |
| 39,855 |
| — |
| — |
| — |
| — |
| 39,855 |
| ||||||
Equity securities |
| 24,802 |
| — |
| — |
| — |
| — |
| 24,802 |
| ||||||
Other securities |
|
|
| 10,201 |
| — |
| 11,009 |
| — |
| 21,210 |
| ||||||
Total |
| $ | 64,657 |
| $ | 47,498 |
| $ | 223,683 |
| $ | 241,123 |
| $ | 370,068 |
| $ | 947,029 |
|
20
Under our investment policy, we transferred securities held-to-maturity to the available-for-sale category when those securities are within 90 days to maturity, to further enhance the Company’s liquidity. Prior to the transfer triggered by the sale of certain corporate bonds from the held-to-maturity portfolio, securities held-to-maturity transferred to the available-for-sale portfolio totaled $720,000 for the first five months of 2003. As of May 31, 2003, the carrying value and fair value of the remaining securities transferred from the held-to-maturity portfolio to the available-for-sale portfolio were $411.4 million and $429.9 million, respectively. As of September 30, 2003, the Company no longer has a held-to-maturity portfolio.
Loans
Gross loan growth during the nine months ended September 30, 2003, equaled $219.0 million, an increase of 11.7% from year-end 2002, reflecting increases in commercial mortgage loans, which grew by $182.8 million to $1.1 billion at September 30, 2003, compared with $943.4 million at year-end 2002, and in commercial loans, which increased by $35.9 million to $599.5 million at period-end, September 30, 2003, compared with $563.7 million at year-end 2002.
Commercial mortgage loans increased $182.8 million or 19.4% to $1.1 billion at September 30, 2003, compared to $943.4 million at year-end 2002. Commercial mortgage loans are typically secured by first deeds of trust on commercial properties, including primarily commercial retail properties, shopping centers and owner-occupied industrial facilities, and secondarily office buildings, multiple-unit apartments, and multi-tenanted industrial properties. At September 30, 2003, this portfolio represented approximately 54.6% of the Bank’s net loans compared to 51.1% at year-end 2002.
Commercial loans increased $35.9 million or 6.4% to $599.5 million at September 30, 2003, compared to $563.7 million at December 31, 2002. Total commercial loans accounted for 29.1% of net loans at September 30, 2003, compared to 30.5% at year-end 2002. The majority of the growth was in commercial asset-based loans, with lesser increases in commercial, international commercial, and Small Business Administration loans. The Company is continuing to focus primarily on commercial lending to small-to-medium size businesses within the Company’s geographic market areas.
The increases in commercial mortgage and commercial loans were partially offset by decreases in real estate construction loans totaling $7.8 million and installment loans totaling $5.8 million.
The following table sets forth the classification of loans by type, mix, and percentage change as of the dates indicated:
(Dollars in thousands) |
| September 30, 2003 |
| % of Total |
| December 31, 2002 |
| % of Total |
| % Change |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Loans |
|
|
|
|
|
|
|
|
|
|
| ||
Commercial loans |
| $ | 599,532 |
| 29.08 | % | $ | 563,675 |
| 30.50 | % | 6 | % |
Residential mortgage loans |
| 245,618 |
| 11.91 |
| 231,371 |
| 12.52 |
| 6 |
| ||
Commercial mortgage loans |
| 1,126,160 |
| 54.63 |
| 943,391 |
| 51.05 |
| 19 |
| ||
Real estate construction loans |
| 114,988 |
| 5.58 |
| 122,773 |
| 6.64 |
| (6 | ) | ||
Installment loans |
| 9,807 |
| 0.48 |
| 15,570 |
| 0.84 |
| (37 | ) | ||
Other loans |
| 155 |
| 0.01 |
| 447 |
| 0.02 |
| (65 | ) | ||
Gross loans |
| 2,096,260 |
| 101.69 |
| 1,877,227 |
| 101.57 |
| 12 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Allowance for loan losses |
| (29,369 | ) | (1.43 | ) | (24,543 | ) | (1.32 | ) | 20 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Unamortized deferred loan fees, net |
| (5,290 | ) | (0.26 | ) | (4,606 | ) | (0.25 | ) | 15 |
| ||
Net loans |
| $ | 2,061,601 |
| 100.00 | % | $ | 1,848,078 |
| 100.00 | % | 12 | % |
21
Other Real Estate Owned
Other real estate owned was at $653,000 as of September 30, 2003, net of a valuation allowance of $131,000, and remained unchanged from December 31, 2002. The portfolio consists of two outstanding other real estate owned properties, which includes one parcel of land and one commercial building.
To reduce the carrying value of other real estate owned to the estimated fair value of the properties, we maintain a valuation allowance for other real estate owned properties. We perform periodic evaluations on each property and make corresponding adjustments to the valuation allowance, if necessary. Any decline in value is recognized by a corresponding increase to the valuation allowance in the current period. Management did not make any provision for other real estate owned losses during the first nine months of 2003.
Affordable Housing Investments
The Company invested in three new affordable housing limited partnerships during the third quarter of 2003. Capital contributions made on these new and existing limited partnerships totaled $2.1 million during the quarter and $3.3 million in the first nine months of 2003. In addition, during the third quarter of 2003, the Company adopted Interpretation No. 46, “Consolidation of Variable Interest Entities,” issued by the FASB in January 2003. Three of the limited partnerships in which the Company has an equity interest were determined to be variable interest entities, and are now consolidated in the Company’s consolidated financial statements. In total, affordable housing investments increased $5.4 million to $27.1 million as of September 30, 2003 from year-end 2002.
Deposits
The increase in total assets from year-end 2002 was funded primarily by deposit growth of $229.5 million or 9.9%, to $2.5 billion. Lower-cost core deposits (defined as total deposits less time deposit accounts of $100,000 or more) comprised $140.8 million or 61.4% of the total growth in deposits, while the remaining growth of $88.6 million or 38.6% resulted from an increase in time deposits of $100,000 or more. This includes the Bank’s purchase of $2.1 million in deposits from CITIC International Financial Holdings Limited, which was completed in May 2003. As of September 30, 2003, non-interest-bearing demand deposits, interest-bearing checking accounts, and savings accounts comprised 40.9% of total deposits, time deposit accounts of less than $100,000 comprised 16.9% of total deposits, while the remaining 42.2% was comprised of time deposit accounts of $100,000 or more. At December 31, 2002, time deposit accounts of $100,000 or more represented 42.6% of total deposits. This relative decrease in time deposit accounts of $100,000 or more reflects our continued efforts to grow lower cost core deposits, while placing less emphasis on higher-cost time deposit accounts of $100,000 or more.
The following table displays the deposit mix as of the dates indicated:
(Dollars in thousands) |
| September 30, 2003 |
| % of Total |
| December 31, 2002 |
| % of Total |
| % Change |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Deposits |
|
|
|
|
|
|
|
|
|
|
| ||
Non-interest-bearing demand deposits |
| $ | 366,018 |
| 14.39 | % | $ | 302,828 |
| 13.08 | % | 20.87 | % |
Interest-bearing checking deposits |
| 347,724 |
| 13.67 |
| 309,665 |
| 13.38 |
| 12.29 |
| ||
Savings deposits |
| 325,530 |
| 12.79 |
| 290,226 |
| 12.54 |
| 12.16 |
| ||
Time deposits |
| 1,504,823 |
| 59.15 |
| 1,411,924 |
| 61.00 |
| 6.58 |
| ||
Total deposits |
| $ | 2,544,095 |
| 100.00 | % | $ | 2,314,643 |
| 100.00 | % | 9.91 | % |
22
Management believes our Jumbo CDs are generally less volatile primarily due to the following reasons:
• approximately 69.0% of the Bank’s total Jumbo CDs have stayed with the Bank for more than two years;
• the Jumbo CD portfolio continued to be diversified with 4,824 accounts averaging approximately $195,000 per account owned by 3,350 individual depositors as of July 3, 2003; and
• the phenomenon of having a relatively higher percentage of Jumbo CDs to total deposits, which exists in most of the Asian American banks in our California market, due to the fact that the customers in this market tend to have a higher savings rate.
Management continues to monitor the Jumbo CD portfolio to identify any changes in the deposit behavior in the market and of the patrons the Bank is servicing. To discourage the concentration in Jumbo CDs, management has continued to make efforts in the following areas:
• to offer only retail interest rates on Jumbo CDs;
• to offer new transaction-based products, such as the tiered interest-bearing accounts;
• to promote transaction-based products from time to time, such as demand deposits; and
• to seek to diversify the customer base by branch expansion and/or acquisition as opportunities arise.
Borrowings
Our borrowings as of September 30, 2003 took the form of advances from the Federal Home Loan Bank (“FHLB”) of San Francisco, federal funds purchased, reverse repurchase agreements, trust preferred securities, and mortgages on affordable housing projects. Total borrowings increased by $238.5 million to $317.0 million at September 30, 2003, compared with $78.5 million at year-end 2002. The majority increase of the borrowings was in short-term advances from the FHLB of San Francisco, federal funds purchased, reverse repurchase agreements, and trust preferred securities, with most of the funds being used for the purchase of investment securities. Other borrowings increased $4.8 million from year-end 2002 as a result of consolidation of the mortgage liabilities of the three affordable housing limited partnerships determined to be variable interest entities under FASB Interpretation No. 46. Recourse on these mortgage liabilities is limited to the assets of the limited partnerships, totaling $10.8 million.
Other Liabilities
Other liabilities decreased by $50.2 million from December 31, 2002 to September 30, 2003. The decrease was due primarily to a liability that was established for investment securities purchased in December 2002 that settled in January 2003.
Capital Resources
Stockholders’ equity of $319.9 million at September 30, 2003, increased by $31.9 million, or 11.1%, compared to $288.0 million at December 31, 2002. Stockholders’ equity equaled 10.0% of total assets at September 30, 2003. The increase of $31.9 million in stockholders’ equity was due to the following:
• An addition of $38.8 million from net income, less dividends declared on common stock of $10.1 million;
• An increase of $2.6 million from issuance of additional common shares through the Dividend Reinvestment Plan and proceeds from exercise of stock options;
23
• An increase of $780,000 in accumulated other comprehensive income, as a result of:
• An increase of $3.9 million in the net unrealized holding gains on securities available-for-sale, net of tax;
• A decrease of $244,000 from a decrease in unrealized gains on cash flow hedging derivatives, net of tax;
• A decrease of $2.8 million in reclassification adjustments included in net income;
• A decrease of $523,000 from stock repurchases. Pursuant to the Company’s stock repurchase program, approved by the Board of Directors in April 2001 to purchase up to $15.0 million of our common stock, the Company repurchased a total of 14,610 shares of common stock during the first quarter 2003 at an average price of $35.77 per share. Cumulatively through September 30, 2003, the Company has repurchased 319,910 shares of our common stock for $8.8 million; and
• Stock-based compensation amortization of $291,000.
We declared cash dividends of 14 cents per common share in January 2003 on 17,999,955 shares outstanding, in April 2003 on 18,000,990 shares, in July 2003 on 18,021,747 shares and in August 2003 on 18,036,196 shares outstanding. Total cash dividends paid in 2003 amounted to $10.1 million.
Under the Equity Incentive Plan adopted by the Board of Directors in 1998, we granted options to purchase 215,000 shares of common stock with an exercise price of $39.85 per share to eligible officers and directors on January 16, 2003.
In connection with the GBC Bancorp merger, the Bancorp completed an issuance of $20.0 million of trust preferred securities in June 2003, which have a variable interest rate of three-month LIBOR plus 3.15%, with an interest rate cap of 11.75% during the first five years, when the securities cannot be called. The trust preferred securities carry a 30-year term and are redeemable, in whole or in part, at the option of the Bancorp, once each quarter, beginning five years after their issuance. Also in connection with the merger, the Bancorp completed a second issuance of $20.0 million of trust preferred securities in September 2003. The trust preferred securities have a variable interest rate of three-month LIBOR plus 3.00%, and a 30-year term. The trust preferred securities are redeemable, in whole or in part, at the option of the Bancorp, once each quarter, beginning five years after their issuance.
At a special meeting of the stockholders of Cathay Bancorp, Inc. held on September 17, 2003, the stockholders approved an amendment to Cathay Bancorp, Inc.’s Certificate of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 100,000,000. The amendment became effective on October 16, 2003.
Asset Quality Review
Non-performing Assets
Non-performing assets to gross loans plus other real estate owned decreased to 0.24% at September 30, 2003, from 0.39% at December 31, 2002, and from 0.64% at September 30, 2002. Total non-performing assets decreased to $4.9 million at September 30, 2003, compared with $7.2 million at December 31, 2002, and $11.8 million at September 30, 2002. Non-performing assets include accruing loans past due 90 days or more, non-accrual loans, and other real estate owned.
Non-performing loans decreased to $4.3 million at September 30, 2003, compared with year-end 2002 of $6.6 million, and $11.1 million at September 30, 2002. The decrease in non-performing loans was due primarily to a decrease in accruing loans past due 90 days or more, which totaled $1.0 million at
24
September 30, 2003 compared with $2.5 million at December 31, 2002. The decrease was primarily due to payoffs from one construction loan and three commercial loans during the first nine months of 2003 totaling $1.8 million.
The following table sets forth the breakdown of non-performing assets by categories as of the dates indicated:
(Dollars in thousands) |
| At September 30, 2003 |
| At December 31, 2002 |
| ||
Accruing loans past due 90 days or more |
| $ | 1,044 |
| $ | 2,468 |
|
Non-accrual loans |
| 3,240 |
| 4,124 |
| ||
Total non-performing loans |
| 4,284 |
| 6,592 |
| ||
Other real estate owned |
| 653 |
| 653 |
| ||
Total non-performing assets |
| $ | 4,937 |
| $ | 7,245 |
|
|
|
|
|
|
| ||
Troubled debt restructurings(1) |
| $ | 5,253 |
| $ | 5,266 |
|
Non-performing assets as a percentage of gross loans and other real estate owned |
| 0.24 | % | 0.39 | % | ||
Allowance for loan losses as a percentage of non-performing loans |
| 685.55 | % | 372.31 | % |
(1) Excludes two loans for $952,000 which were included with non-accrual loans. Troubled debt restructuring loans as shown are accruing interest at their restructured terms.
Non-accrual Loans
Non-accrual loans were $3.2 million as of September 30, 2003, a slight decrease from the $4.1 million at second quarter-end of 2003 and year-end 2002. The portfolio consisted mainly of $705,000 in real estate loans and $2.5 million in commercial loans. The following table presents non-accrual loans by type of collateral securing the loans, as of the dates indicated:
|
| September 30, 2003 |
| December 31, 2002 |
| ||||||||||||||
(In thousands) |
| Real Estate (1) |
| Commercial |
| Other |
| Real Estate (1) |
| Commercial |
| Other |
| ||||||
Type of Collateral |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Single/multi-family residence |
| $ | 587 |
| $ | 58 |
| $ | — |
| $ | 386 |
| $ | 117 |
| $ | — |
|
Commercial real estate |
| 118 |
| 1,665 |
| — |
| 132 |
| 1,099 |
| — |
| ||||||
Land |
| — |
| 360 |
| — |
| 1,658 |
| 425 |
| — |
| ||||||
UCC |
| — |
| 441 |
| — |
| — |
| 278 |
| — |
| ||||||
Other |
| — |
| — |
| 11 |
| — |
| — |
| 17 |
| ||||||
Unsecured |
| — |
| — |
| — |
| — |
| 9 |
| 3 |
| ||||||
Total |
| $ | 705 |
| $ | 2,524 |
| $ | 11 |
| $ | 2,176 |
| $ | 1,928 |
| $ | 20 |
|
(1) Real Estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
The following table presents non-accrual loans by the types of businesses the borrowers are engaged in, as of the dates indicated:
|
| September 30, 2003 |
| December 31, 2002 |
| ||||||||||||||
(In thousands) |
| Real Estate (1) |
| Commercial |
| Other |
| Real Estate (1) |
| Commercial |
| Other |
| ||||||
Type of Business |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Real estate development |
| $ | 383 |
| $ | 58 |
| $ | — |
| $ | 1,658 |
| $ | 96 |
| $ | — |
|
Wholesale/Retail |
| — |
| 1,531 |
| — |
| — |
| 1,557 |
| — |
| ||||||
Food/Restaurant |
| — |
| — |
| — |
| — |
| 13 |
| — |
| ||||||
Import |
| — |
| 124 |
| — |
| — |
| 127 |
| — |
| ||||||
Other |
| 322 |
| 811 |
| 11 |
| 518 |
| 135 |
| 20 |
| ||||||
Total |
| $ | 705 |
| $ | 2,524 |
| $ | 11 |
| $ | 2,176 |
| $ | 1,928 |
| $ | 20 |
|
(1) Real Estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
25
Troubled Debt Restructurings
A troubled debt restructuring is a formal restructure of a loan when the lender, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date.
At September 30, 2003, troubled debt restructurings totaled $5.3 million, unchanged compared to December 31, 2002. There were five loans in the category, all current as of September 30, 2003.
Impaired Loans
A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events.
We evaluate classified and restructured loans for impairment. The classified loans are stratified by size, and loans less than our defined selection criteria are treated as a homogenous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair value of the collateral. If the measurement of the impaired loan is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses.
We identified impaired loans with a recorded investment of $26.3 million at September 30, 2003, compared with $19.6 million at year-end 2002. Impaired commercial loans had a recorded investment of $18.6 million, an increase of $14.7 million from year-end 2002. The impaired commercial loans are made up of loans to eight borrowers. Four loans to two borrowers, totaling $1.7 million, were also included with non-accrual loans, and one loan for $1.7 million was included with troubled debt restructurings at September 30, 2003. Impaired real estate loans decreased by $8.3 million to $7.4 million at September 30, 2003, compared with $15.7 million at year-end 2002 due to payoffs. Two loans with a recorded investment of $7.6 million at December 31, 2002 were paid off in the first quarter of 2003, and one loan with a recorded investment of $2.2 million at December 31, 2002 was paid off in the second quarter of 2003.
The following table presents a breakdown of impaired loans and the related allowances as of the dates indicated:
|
| At September 30, 2003 |
| At December 31, 2002 |
| ||||||||||||||
(In thousands) |
| Recorded |
| Allowance |
| Net |
| Recorded |
| Allowance |
| Net |
| ||||||
Commercial |
| $ | 18,608 |
| $ | 2,649 |
| $ | 15,959 |
| $ | 3,883 |
| $ | 629 |
| $ | 3,254 |
|
Real Estate (1) |
| 7,440 |
| 1,116 |
| 6,324 |
| 15,707 |
| 2,356 |
| 13,351 |
| ||||||
Other |
| 250 |
| 38 |
| 212 |
| 1 |
| 1 |
| — |
| ||||||
Total |
| $ | 26,298 |
| $ | 3,803 |
| $ | 22,495 |
| $ | 19,591 |
| $ | 2,986 |
| $ | 16,605 |
|
(1) Real Estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
Loan Concentrations
There were no loan concentrations to multiple borrowers in similar activities which exceeded 10% of total loans as of September 30, 2003.
26
Allowance for Loan Losses
The Bank’s management is committed to managing the risk in its loan portfolio by maintaining the allowance for loan losses at a level that is considered to be equal to the estimated and known risks in the loan portfolio. With a risk management objective, the Bank’s management has an established monitoring system that is designed to identify impaired and potential problem loans and to permit periodic evaluation of impairment and the adequacy level of the allowance for loan losses in a timely manner. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance for loan losses is increased by charges to the provision for loan losses. Identified credit exposures that are determined to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for loan losses.
The allowance for loan losses amounted to $29.4 million at September 30, 2003, and represented the amount needed to maintain an allowance that we believe should be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represented 1.4% of period-end gross loans and 685.6% of non-performing loans at September 30, 2003. The comparable ratios were 1.31% of year-end 2002 gross loans and 372.3% of non-performing loans at December 31, 2002. Total charge-offs decreased by $400,000 to $15,000 in the third quarter 2003 compared with charge-offs of $415,000 in the same quarter a year ago.
The following table sets forth information relating to the allowance for loan losses for the periods indicated:
(Dollars in thousands) |
| For the nine months ended |
| For the year ended |
| ||
Balance at beginning of period |
| $ | 24,543 |
| $ | 23,973 |
|
Provision for loan losses |
| 4,950 |
| 6,000 |
| ||
Loans charged-off |
| (346 | ) | (5,976 | ) | ||
Recoveries of loans charged-off |
| 222 |
| 546 |
| ||
Balance at end of period |
| $ | 29,369 |
| $ | 24,543 |
|
|
|
|
|
|
| ||
Average net loans outstanding during the period |
| $ | 1,921,675 |
| $ | 1,724,796 |
|
Ratio of net charge-offs to average net loans outstanding during the period (annualized) |
| 0.01 | % | 0.31 | % | ||
Provision for loan losses to average net loans outstanding during the period (annualized) |
| 0.34 | % | 0.35 | % | ||
Allowance to non-performing loans, at period-end |
| 685.55 | % | 372.31 | % | ||
Allowance to gross loans, at period-end |
| 1.40 | % | 1.31 | % |
Our allowance for loan losses consists of the following:
1. Specific allowance: For impaired loans, we provide specific allowances based on an evaluation of impairment, and for each criticized loan, we allocate a portion of the general allowance to each loan based on a loss percentage assigned. The percentage assigned depends on a number of factors including loan classification, the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral, charge-off history, management’s knowledge of the portfolio, and general economic conditions.
2. General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and by identifying risk characteristics that are common to the groups of loans. The allowance is allocated to each segmented group based on the group’s historical loan loss experience, trends in delinquencies and non-accrual loans, and other significant factors, such
27
as national and local economy, trends and conditions, strength of management and loan staff, underwriting standards, and the concentration of credit.
To determine the adequacy of the allowance in each of these two components, the Bank employs two primary methodologies, the classification process and the individual loan review analysis methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall adequacy of the Bank’s allowance to provide for probable loss in the loan portfolio.
With these above methodologies, the specific allowance is for those loans internally classified and risk graded as Special Mention, Substandard, Doubtful, or Loss. Additionally, the Bank’s management allocates a specific allowance for “impaired credits” in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan.” The level of the general allowance is established to provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments not covered by the specific allowance.
Total commercial loans include commercial, international commercial, asset-based and Small Business Administration loans. The portfolio grew steadily during the nine months of 2003, from $563.7 million at year-end 2002 to $599.5 million at September 30, 2003, with the majority of growth, $26.8 million, from asset-based loans. Commercial, international commercial, and Small Business Administrations loans all increased modestly during the same period. As a group, delinquencies trended upward slightly, from $8.3 million at year-end 2002, to $10.5 million at September 30, 2003. Charge-offs for the nine months in 2003 totaled $204,000 compared to $5.6 million for the same period a year ago. Although charge-offs have decreased substantially in 2003, management considers it prudent to increase the level of allowance due to the increase in impaired loans during the third quarter. Allocated allowances were at $13.6 million as of September 30, 2003, compared to $11.8 million at year-end 2002.
The portfolio of residential mortgage loans, including home equity lines of credit, increased slightly to $245.6 million at September 30, 2003, from $231.4 million at year-end 2002. In terms of past due residential mortgage loans, the overall delinquencies trended downward from $2.4 million at year-end 2002 to $204,000 at September 30, 2003. As of the third quarter-end 2003, the allocated allowance was $1.4 million, the same as year-end 2002, as losses remained low.
Commercial mortgage loans, consisting primarily of loans to finance shopping centers, commercial office buildings, warehouses, hotels, and apartment structures, have grown steadily since 2001 as a result of new business development efforts. For the nine-month period ended September 30, 2003, the portfolio increased by 19.4% or $182.8 million to $1.1 billion, from $943.4 million at year-end 2002. This loan segment has increased to represent 54.6% of the Bank’s total loan portfolio, compared to 51.1% at year-end 2002. Past due loans totaled $3.6 million at the third quarter-end of 2003, compared to $9.7 million at year-end 2002. As of September 30, 2003, commercial mortgage loans classified as impaired decreased $8.3 million to $7.4 million from year-end 2002 of $15.7 million. Management considered it prudent to increase the allowance level to $10.7 million as of September 30, 2003, compared to $8.5 million at year-end 2002 based on the growth in the portfolio.
Real estate construction loans increased $6.5 million in the third quarter of 2003 to $115.0 million from $108.5 million as of second quarter-end of 2003, but continued to be on a downward trend compared to $122.8 million at year-end 2002. The recent increase in the portfolio was derived mostly from disbursements of existing single-family constructions projects that exceeded payoffs on non-residential construction. Past due loans totaled $1.2 million as of September 30, 2003, with $1.0 million in 30 days past due, compared to $4.0 million as of fourth quarter-end of 2002 with $2.0 million in 30 days past due and $1.7 million in non-accrual. Charge-offs for the nine months in 2003 totaled $135,000 and none in the third quarter 2003. Management reduced the allowance to $1.6
28
million to this loan segment as of September 30, 2003, compared to $2.6 million at year-end 2002 as a result of the decrease in loan balances and problem loans.
After the review of all relevant factors affecting collectibility of the various loan segments, management believes that the level of allowance for loan losses is appropriate based on the analysis performed in the third quarter of 2003.
Capital Adequacy Review
Management seeks to maintain the Company’s capital at a level sufficient to fund acquisitions and to support future growth, protect depositors and stockholders, and comply with various regulatory requirements.
As of September 30, 2003, both the Bancorp’s and the Bank’s regulatory capital continued to exceed the regulatory minimum requirements. The capital ratios of the Bank place it in the “well capitalized” category, which is defined as institutions with total risk-based ratio equal to or greater than 10.0%, Tier 1 risk-based capital ratio equal to or greater than 6.0%, and Tier 1 leverage capital ratio equal to or greater than 5.0%.
The following table presents the Company’s capital and leverage ratios as of September 30, 2003 and December 31, 2002:
|
| Company |
| ||||||||
|
| September 30, 2003 |
| December 31, 2002 |
| ||||||
(Dollars in thousands) |
| Balance |
| % |
| Balance |
| % |
| ||
Tier 1 capital (to risk-weighted assets) |
| $ | 341,097 |
| 13.63 | % | $ | 271,613 |
| 11.93 | % |
Tier 1 capital minimum requirement |
| 100,075 |
| 4.00 |
| 91,043 |
| 4.00 |
| ||
Excess |
| $ | 241,022 |
| 9.63 | % | $ | 180,570 |
| 7.93 | % |
|
|
|
|
|
|
|
|
|
| ||
Total capital (to risk-weighted assets) |
| $ | 370,466 |
| 14.81 | % | $ | 296,156 |
| 13.01 | % |
Total capital minimum requirement |
| 200,149 |
| 8.00 |
| 182,085 |
| 8.00 |
| ||
Excess |
| $ | 170,317 |
| 6.81 | % | $ | 114,071 |
| 5.01 | % |
|
|
|
|
|
|
|
|
|
| ||
Tier 1 capital (to average assets) – Leverage ratio |
| $ | 341,097 |
| 11.00 | % | $ | 271,613 |
| 10.11 | % |
Minimum leverage requirement |
| 124,012 |
| 4.00 |
| 107,439 |
| 4.00 |
| ||
Excess |
| $ | 217,085 |
| 7.00 | % | $ | 164,174 |
| 6.11 | % |
|
|
|
|
|
|
|
|
|
| ||
Risk-weighted assets |
| $ | 2,501,864 |
|
|
| $ | 2,276,063 |
|
|
|
Total average assets |
| $ | 3,100,288 |
|
|
| $ | 2,685,983 |
|
|
|
The following table presents the Bank’s capital and leverage ratios as of September 30, 2003 and December 31, 2002:
|
| Bank |
| ||||||||
|
| September 30, 2003 |
| December 31, 2002 |
| ||||||
(Dollars in thousands) |
| Balance |
| % |
| Balance |
| % |
| ||
Tier 1 capital (to risk-weighted assets) |
| $ | 291,023 |
| 11.66 | % | $ | 262,874 |
| 11.57 | % |
Tier 1 capital minimum requirement |
| 99,860 |
| 4.00 |
| 90,876 |
| 4.00 |
| ||
Excess |
| $ | 191,163 |
| 7.66 | % | $ | 171,998 |
| 7.57 | % |
|
|
|
|
|
|
|
|
|
| ||
Total capital (to risk-weighted assets) |
| $ | 320,392 |
| 12.83 | % | $ | 287,417 |
| 12.65 | % |
Total capital minimum requirement |
| 199,719 |
| 8.00 |
| 181,752 |
| 8.00 |
| ||
Excess |
| $ | 120,673 |
| 4.83 | % | $ | 105,665 |
| 4.65 | % |
|
|
|
|
|
|
|
|
|
| ||
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
| ||
– Leverage ratio |
| $ | 291,023 |
| 9.40 | % | $ | 262,874 |
| 9.80 | % |
Minimum leverage requirement |
| 123,795 |
| 4.00 |
| 107,258 |
| 4.00 |
| ||
Excess |
| $ | 167,228 |
| 5.40 | % | $ | 155,616 |
| 5.80 | % |
|
|
|
|
|
|
|
|
|
| ||
Risk-weighted assets |
| $ | 2,496,489 |
|
|
| $ | 2,271,902 |
|
|
|
Total average assets |
| $ | 3,094,876 |
|
|
| $ | 2,681,438 |
|
|
|
29
Liquidity
Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, federal funds purchased, securities sold under agreements to repurchase, and advances from the Federal Home Loan Bank (“FHLB”). At September 30, 2003, our liquidity ratio (defined as net cash, short-term and marketable securities to net deposits and short-term liabilities) remained at 28.23%, the same as year-end 2002.
To supplement its liquidity needs, the Bank maintains a total credit line of $52.5 million for federal funds with three correspondent banks, and master agreements with seven brokerage firms whereby up to $380.0 million would be available through the sale of securities subject to repurchase. The Bank is also a shareholder of the FHLB of San Francisco, which enables the Bank to have access to lower cost FHLB financing when necessary. As of November 2, 2003, the Bank had a total approved credit line with the FHLB of San Francisco totaling $752.4 million, of which $686.5 million was approved credit for terms over five years. The total credit outstanding with the FHLB of San Francisco at September 30, 2003, was $160.0 million including $110.0 million in short term advances. The other $50.0 million are long-term advances which are non-callable and bear fixed interest rates, with $20.0 million maturing in 2004 and $20.0 million maturing in 2005. The remaining $10.0 million of long term advances was paid in October 2003. These borrowings are secured by residential mortgages.
Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities sold under agreements to repurchase, and investment securities available-for-sale. At September 30, 2003, such assets at fair value totaled $949.0 million, with $451.9 million pledged as collateral for borrowings and other commitments. The remaining $497.1 million was available as additional liquidity, of which $495.1 million was investment securities available to be pledged as collateral for additional borrowings.
We had a significant portion of our time deposits maturing within one year or less as of September 30, 2003. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect that the outflow will be minimal and can be replenished through our normal growth in deposits. Management believes all the above-mentioned sources will provide adequate liquidity to the Bank to meet its daily operating needs.
The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank, the issuances of securities, proceeds from the Dividend Reinvestment Plan, and proceeds from the exercise of stock options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. The business activities of the Bancorp consist primarily of the operation of the Bank with limited activities in other investments. Management believes the Bancorp’s liquidity generated from its prevailing sources is sufficient to meet its operational needs.
30
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The principal market risk to the Company is the interest rate risk inherent in our lending, investing, and deposit taking activities, due to the fact that interest-earning assets and interest-bearing liabilities do not change at the same rate, to the same extent, or on the same basis.
We actively monitor and manage our interest rate risk through analyzing the repricing characteristics of our loans, securities, and deposits on an on-going basis. The primary objective is to minimize the adverse effects of changes in interest rates on our earnings, and ultimately the underlying market value of equity, while structuring our asset-liability composition to obtain the maximum spread. Management uses certain basic measurement tools in conjunction with established risk limits to regulate its interest rate exposure. Due to the limitation inherent in any individual risk management tool, we use both an interest rate sensitivity analysis and a simulation model to measure and quantify the impact to our profitability or the market value of our assets and liabilities.
The interest rate sensitivity analysis details the expected maturity and repricing opportunities, mismatch or sensitivity gap between interest-earning assets and interest-bearing liabilities over a specified time frame. A positive gap exists when rate-sensitive assets which reprice over a given time period exceed rate-sensitive liabilities. During periods of increasing interest rates, net interest margin may be enhanced with a positive gap. A negative gap exists when rate-sensitive liabilities which reprice over a given time period exceed rate-sensitive assets. During periods of increasing interest rates, net interest margin may be impaired with a negative gap.
The following table indicates the maturity or repricing and rate sensitivity of our interest-earning assets and interest-bearing liabilities as of September 30, 2003. Our exposure, as reflected in the table, represents the estimated difference between the amount of interest-earning assets and interest-bearing liabilities repricing during future periods based on certain assumptions. The interest rate sensitivity of our assets and liabilities presented in the table may vary if different assumptions were used or if actual experience differs from the assumptions used. As reflected in the table below, we were asset sensitive at September 30, 2003, with a gap ratio of a positive 26.6% within three months and a positive cumulative gap ratio of 5.8% within one year, compared with a positive gap ratio of 29.0% within three months and a positive cumulative gap ratio of 4.4% within one year at year-end 2002.
|
| September 30, 2003 |
| ||||||||||||||||
(Dollars in thousands) |
| Within |
| Over 3 Months |
| Over 1 Year |
| Over |
| Non-interest |
| Total |
| ||||||
Interest-earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and due from banks |
| $ | 2,144 |
| $ | — |
| $ | — |
| $ | — |
| $ | 75,331 |
| $ | 77,475 |
|
Federal funds sold and securities purchased under agreements to resell |
| 2,000 |
| — |
| — |
| — |
| — |
| 2,000 |
| ||||||
Investment securities(1) |
| 79,830 |
| 28,423 |
| 223,684 |
| 611,191 |
| 3,901 |
| 947,029 |
| ||||||
Loans, gross(2) |
| 1,684,756 |
| 21,413 |
| 100,301 |
| 286,550 |
| — |
| 2,093,020 |
| ||||||
Non-interest-earning assets, net |
| — |
| — |
| — |
| — |
| 82,108 |
| 82,108 |
| ||||||
Total assets |
| $ | 1,768,730 |
| $ | 49,836 |
| $ | 323,985 |
| $ | 897,741 |
| $ | 161,340 |
| $ | 3,201,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest-bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Demand deposits |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 366,018 |
| $ | 366,018 |
|
Money market and NOW deposits (3) |
| 14,616 |
| 51,666 |
| 142,590 |
| 138,852 |
| — |
| 347,724 |
| ||||||
Savings deposit (3) |
| 13,070 |
| 69,943 |
| 157,922 |
| 84,595 |
| — |
| 325,530 |
| ||||||
TCDs under $100 |
| 241,670 |
| 168,829 |
| 18,925 |
| — |
| — |
| 429,424 |
| ||||||
TCDs $100 and over |
| 529,111 |
| 366,460 |
| 179,828 |
| — |
| — |
| 1,075,399 |
| ||||||
Total deposits |
| 798,467 |
| 656,898 |
| 499,265 |
| 223,447 |
| 366,018 |
| 2,544,095 |
| ||||||
Federal funds purchased and securities sold under agreements to repurchase |
| — |
| 38,500 |
| 74,000 |
| — |
| — |
| 112,500 |
| ||||||
Advances from FHLB |
| 120,000 |
| 20,000 |
| 20,000 |
| — |
| — |
| 160,000 |
| ||||||
Other borrowings |
| — |
| — |
| — |
| 4,755 |
| — |
| 4,755 |
| ||||||
Trust preferred securities |
| — |
| — |
| — |
| 39,716 |
| — |
| 39,716 |
| ||||||
Non-interest-bearing other liabilities |
| — |
| — |
| — |
| — |
| 20,656 |
| 20,656 |
| ||||||
Stockholders’ equity |
| — |
| — |
| — |
| — |
| 319,910 |
| 319,910 |
| ||||||
Total liabilities and stockholders’ equity |
| $ | 918,467 |
| $ | 715,398 |
| $ | 593,265 |
| $ | 267,918 |
| $ | 706,584 |
| $ | 3,201,632 |
|
Interest sensitivity gap |
| $ | 850,263 |
| $ | (665,562 | ) | $ | (269,280 | ) | $ | 629,823 |
| $ | (545,244 | ) | — |
| |
Cumulative interest sensitivity gap |
| $ | 850,263 |
| $ | 184,701 |
| $ | (84,579 | ) | $ | 545,244 |
| — |
| — |
| ||
Gap ratio (% of total assets) |
| 26.56 | % | (20.79 | )% | (8.41 | )% | 19.67 | % | (17.03 | )% | — |
| ||||||
Cumulative gap ratio |
| 26.56 | % | 5.77 | % | (2.64 | )% | 17.03 | % | — | % | — |
|
31
(1) Includes $3.9 million of venture capital investments in the “Non-interest Sensitive” column and $20.9 million of variable-rate agency preferred stock in the “Within three months” column. All other available-for-sale debt securities are fixed-rate and are allocated based on their contractual maturity date.
(2) Excludes allowance for loan losses of $29.4 million, unamortized deferred loan fees of $5.3 million and $3.2 million of non-accrual loans, which are included in non-interest-earning assets. Adjustable-rate loans are included in the “within three months” column, as they are subject to interest adjustments depending upon the terms of the loans.
(3) The Company’s own historical experience and decay factors are used to estimate the money market, NOW, and savings deposit runoff.
Since interest rate sensitivity analysis does not measure the timing differences in the repricing of assets and liabilities, we use a net interest income simulation model to measure the extent of the differences in the behavior of the lending and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the Company’s traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 100 basis point increments. The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.
The impact of interest rate changes to our net interest income is measured using a net interest income simulation model. The various products in our balance sheet are modeled to simulate their interest income and expense, and cash flow behavior in relation to immediate and sustained changes in interest rates. Interest income and interest expense for the next 12 months are calculated for current interest rates and for immediate and sustained rate shocks. The net interest income simulation model includes various assumptions regarding the repricing relationships for each product. Many of our assets are floating rate loans, which are assumed to reprice immediately and to the same extent as the change in the forecasted market rates according to their contracted index. Our non-term deposit products reprice more slowly, usually changing less than the change in market rates and at our discretion. Our term deposits reprice based on their contractual maturity. This net interest income modeling analysis indicates the impact of change in net interest income for a given set of rate changes. In addition, the model assumes that the balance sheet does not grow and remains similar to the structure at the beginning of the simulation period. As such, the model does not account for all the factors that could impact a change to interest rates, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change. Furthermore, loan and investment spread relationships change regularly, whereas the model spread relationships are kept constant. Interest rate changes create changes in actual loan and investment prepayment rates that will differ from the market estimates incorporated in the analysis. In addition, the proportion of adjustable-rate loans in our portfolio could decrease or increase in future periods if market interest rates remain at or decrease or increase from current levels. The repricing of certain categories of assets and liabilities are subject to competitive and other pressures beyond the Company’s control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a
32
stated period may in fact mature or reprice at different times and at different volumes. As a result of the above constraints, actual results will differ from simulated results.
We establish a tolerance level in our policy to define and limit interest income volatility to a change of plus or minus 30% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. At September 30, 2003, if interest rates were to increase instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 4.2%, and if interest rates were to increase instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 7.3%. Conversely, if interest rates were to decrease instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 2.5%, and if interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 4.6%. The Company’s simulation model also projects the net economic value of our portfolio of assets and liabilities. We have established a tolerance level to value the net economic value of our portfolio of assets and liabilities in our policy to a change of plus or minus 30% when the hypothetical rate change is plus or minus 200 basis points. At September 30, 2003, the Company was within such guidelines.
Financial Derivatives
It is the policy of the Company not to speculate on the future direction of interest rates. However, the Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities. We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in the Company’s assets or liabilities and against risk in specific transactions. In such instances, the Company may protect its position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other hedge transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk and must be approved by the Bank’s Investment Committee.
The Company recognizes all derivatives on the balance sheet at fair value. Fair value is based on dealer quotes, or quoted prices from instruments with similar characteristics. The Company uses financial derivatives designated for hedging activities as cash flow hedges. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings.
On March 21, 2000, we entered into an interest rate swap agreement with a major financial institution in the notional amount of $20.0 million for a period of five years. The interest rate swap was for the purpose of hedging the cash flows from a portion of our floating rate loans against declining interest rates. The purpose of the hedge is to provide a measure of stability in the future cash receipts from such loans over the term of the swap agreement, which at September 30, 2003, was approximately six quarters. At September 30, 2003, the fair value of the interest rate swap, excluding accrued interest, was $1.7 million, or $950,000 net of tax compared to $2.3 million, or $1.2 million net of tax, at December 31, 2002. For the nine months ended September 30, 2003, net amounts totaling $897,000 were reclassified into earnings. The estimated net amount of the existing gains within accumulated
33
other comprehensive income that are expected to reclassify into earnings within the next 12 months is approximately $1.2 million.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There has not been any change in our internal control over financial reporting, that occurred during the fiscal quarter covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Bancorp’s wholly-owned subsidiary, Cathay Bank, has been a party to ordinary routine litigation from time to time incidental to various aspects of its operations. Management is not currently aware of any litigation that is expected to have material adverse impact on the Company’s consolidated financial condition, or the results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of the stockholders of Cathay Bancorp, Inc. was held on September 17, 2003 for the purpose of considering and acting upon the following:
Proposal 1: Adoption and approval of the Agreement and Plan of Merger dated May 6, 2003 by and among Cathay Bancorp, Inc., Cathay Bank, GBC Bancorp and General Bank.
Proposal 2: Approval of an amendment to Cathay Bancorp, Inc.’s Certificate of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 100,000,000.
34
Proposal 3: Approval of an amendment to Cathay Bancorp, Inc.’s 1998 Equity Incentive Plan to increase the number of shares of Cathay Bancorp common stock reserved for issuance from 2,150,000 to 3,500,000.
All three proposals were approved. The voting results were as follows:
|
| FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
Proposal 1 |
| 12,116,898 |
| 1,355,934 |
| 53,070 |
| None |
Proposal 2 |
| 11,705,657 |
| 1,792,730 |
| 27,524 |
| None |
Proposal 3 |
| 11,186,900 |
| 2,302,755 |
| 36,259 |
| None |
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(i) Exhibit 10.4.1 First Amendment to Cathay Bancorp, Inc. Equity Incentive Plan. |
|
(ii) Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
(iii) Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
(iv) Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
(v) Exhibit 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(b) Reports on Form 8-K:
(i) A Form 8-K was filed on July 16, 2003, reporting under Item 7 and Item 12 that, on July 15, 2003, Cathay Bancorp, Inc. announced in a press release its financial results for the quarter ended June 30, 2003.
(ii) A Form 8-K was filed on August 22, 2003, reporting under Item 5 that, on August 22, 2003, Cathay Bancorp, Inc. announced in a press release that, on August 21, 2003, its Board of Directors declared a 14 cents per share cash dividend, payable on September 29, 2003, to stockholders of record on September 15, 2003.
(iii) A Form 8-K was filed on September 4, 2003, reporting under Item 5 that, on September 3, 2003, Cathay Bancorp, Inc. and GBC Bancorp jointly issued a press release announcing the election deadline for shareholders of GBC Bancorp to submit their properly completed and executed Letters of Transmittal/Election Forms in connection with the proposed merger between Cathay Bancorp, Inc. and GBC Bancorp, and a correction to that press release.
35
(iv) A Form 8-K was filed on September 19, 2003, reporting under Item 5 that, on September 18, 2003, Cathay Bancorp, Inc. and GBC Bancorp, in a joint press release, announced that they had received approval from their respective stockholders for their pending merger and that Cathay Bancorp, Inc.’s stockholders additionally approved an amendment to Cathay Bancorp, Inc.’s certificate of incorporation to increase the number of authorized shares of its common stock from 25,000,000 to 100,000,000 and an amendment to its equity incentive plan to increase the number of shares of common stock reserved for issuance under the plan from 2,150,000 to 3,500,000. The press release also contained information about the status of regulatory approvals, the number of GBC Bancorp’s common stock outstanding and the issuance of an additional $20 million of trust preferred securities by Cathay Bancorp, Inc.
(v) A Form 8-K was filed on September 23, 2003 reporting under Item 5 that, on September 22, 2003, Cathay Bancorp, Inc. and GBC Bancorp jointly issued a press release announcing an extension of the election deadline for shareholders of GBC Bancorp to submit the properly completed and executed Letters of Transmittal/Election Forms in connection with the proposed merger between Cathay Bancorp, Inc. and GBC Bancorp.
36
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cathay General Bancorp |
| |||
| (Registrant) | ||||
|
| ||||
|
| ||||
Date: November 14, 2003 | By | /s/ DUNSON K. CHENG |
| ||
|
| Dunson K. Cheng | |||
|
| Chairman, President, and | |||
|
| ||||
|
| ||||
Date: November 14, 2003 | By | /s/ HENG W. CHEN |
| ||
|
| Heng W. Chen | |||
|
| Executive Vice President and | |||
37