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Watchlist
Account
Hope Bancorp
HOPE
#5245
Rank
$1.49 B
Marketcap
๐บ๐ธ
United States
Country
$11.63
Share price
-0.60%
Change (1 day)
27.80%
Change (1 year)
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Annual Reports (10-K)
Hope Bancorp
Quarterly Reports (10-Q)
Financial Year FY2018 Q1
Hope Bancorp - 10-Q quarterly report FY2018 Q1
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM 10-Q
______________________________________________
Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2018
Commission File Number: 000-50245
______________________________________________
HOPE BANCORP, INC.
(Exact name of registrant as specified in its charter)
______________________________________________
Delaware
95-4849715
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3200 Wilshire Boulevard, Suite 1400,
Los Angeles, California
90010
(Address of principal executive offices)
(Zip Code)
(213) 639-1700
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if change since last report)
______________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(d) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
As of
May 2, 2018
, there were
135,517,002
outstanding shares of Hope Bancorp, Inc. common stock, $0.001 par value.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition - March 31, 2018 (Unaudited) and December 31, 2017
4
Consolidated Statements of Income (Unaudited) - Three Months Ended March 31, 2018 and 2017
6
Consolidated Statements of Comprehensive Income (Unaudited) - Three Months Ended March 31, 2018 and 2017
7
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Three Months Ended March 31, 2018 and 2017
8
Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2018 and 2017
9
Notes to
Consolidated Financial Statements (Unaudited)
10
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
56
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
75
Item 4.
CONTROLS AND PROCEDURES
76
PART II - OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
77
Item 1A.
RISK FACTORS
77
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
77
Item 3.
DEFAULTS UPON SENIOR SECURITIES
77
Item 4.
MINE SAFETY DISCLOSURES
77
Item 5.
OTHER INFORMATION
77
Item 6.
EXHIBITS
77
INDEX TO EXHIBITS
78
SIGNATURES
79
2
Table of Contents
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the business environment in which we operate, projections of future performance, perceived opportunities in the market, and statements regarding our business strategies, objectives and vision. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. With respect to any such forward-looking statements, the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, trends, uncertainties, and factors that are beyond the Company’s control or ability to predict. Our actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in any forward-looking statements. The risks and uncertainties include: the Company’s inability to remediate its presently identified material weaknesses or to do so in a timely manner, the possibility that additional material weaknesses may arise in the future, and that a material weakness may have an impact on our reported financial results; possible deterioration in economic conditions in our areas of operation; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; and regulatory risks associated with current and future regulations. For additional information concerning these and other risk factors, see Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2017.
The Company does not undertake, and specifically disclaims any obligation, to update any forward looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
3
Table of Contents
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
March 31,
2018
December 31,
2017
ASSETS
(Dollars in thousands, except share data)
Cash and cash equivalents:
Cash and due from banks
$
160,372
$
185,527
Interest bearing cash in other banks
451,981
306,473
Total cash and cash equivalents
612,353
492,000
Interest bearing deposits in other financial institutions and other investments
78,940
53,366
Securities available for sale, at fair value
1,699,315
1,720,257
Loans held for sale, at the lower of cost or fair value
33,689
29,661
Loans receivable (net of allowance for loan losses of $86,461 and $84,541 at March 31, 2018 and December 31, 2017, respectively)
11,206,022
11,018,034
Other real estate owned (“OREO”), net
8,261
10,787
Federal Home Loan Bank (“FHLB”) stock, at cost
28,966
29,776
Premises and equipment, net
56,564
56,714
Accrued interest receivable
29,154
29,979
Deferred tax assets, net
58,082
55,203
Customers’ liabilities on acceptances
1,220
1,691
Bank owned life insurance (“BOLI”)
75,302
74,915
Investments in affordable housing partnerships
78,379
81,009
Goodwill
464,450
464,450
Core deposit intangible assets, net
15,907
16,523
Servicing assets
24,866
24,710
Other assets
35,656
47,642
Total assets
$
14,507,126
$
14,206,717
(Continued)
4
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
March 31,
2018
December 31,
2017
LIABILITIES AND STOCKHOLDERS’ EQUITY
(Dollars in thousands, except share data)
LIABILITIES:
Deposits:
Noninterest bearing
$
3,048,181
$
2,998,734
Interest bearing:
Money market and NOW accounts
3,454,660
3,332,703
Savings deposits
233,014
240,509
Time deposits
4,774,714
4,274,663
Total deposits
11,510,569
10,846,609
FHLB advances
862,346
1,157,693
Federal funds purchased
—
69,900
Subordinated debentures
101,117
100,853
Accrued interest payable
19,614
15,961
Acceptances outstanding
1,220
1,691
Commitments to fund investments in affordable housing partnerships
35,495
38,467
Other liabilities
31,432
47,288
Total liabilities
12,561,793
12,278,462
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value; authorized 150,000,000 shares at March 31, 2018 and December 31, 2017: issued and outstanding, 135,516,119 and 135,511,891 shares at March 31, 2018 and December 31, 2017, respectively
136
136
Additional paid-in capital
1,405,806
1,405,014
Retained earnings
578,031
544,886
Accumulated other comprehensive loss, net
(38,640
)
(21,781
)
Total stockholders’ equity
1,945,333
1,928,255
Total liabilities and stockholders’ equity
$
14,507,126
$
14,206,717
See accompanying Notes to Consolidated Financial Statements (Unaudited)
5
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
2018
2017
(Dollars in thousands, except per share data)
INTEREST INCOME:
Interest and fees on loans
$
137,943
$
123,294
Interest on securities
10,101
8,113
Interest on federal funds sold and other investments
2,366
1,336
Total interest income
150,410
132,743
INTEREST EXPENSE:
Interest on deposits
24,849
14,511
Interest on FHLB advances
4,069
2,139
Interest on other borrowings
1,424
1,188
Total interest expense
30,342
17,838
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
120,068
114,905
PROVISION FOR LOAN LOSSES
2,500
5,600
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
117,568
109,305
NONINTEREST INCOME:
Service fees on deposit accounts
4,801
5,338
International service fees
1,020
1,108
Loan servicing fees, net
1,579
1,438
Wire transfer fees
1,207
1,186
Net gains on sales of SBA loans
3,450
3,250
Net gains on sales of other loans
1,196
420
Other income and fees
6,597
4,863
Total noninterest income
19,850
17,603
NONINTEREST EXPENSE:
Salaries and employee benefits
39,385
34,166
Occupancy
7,239
7,194
Furniture and equipment
3,721
3,413
Advertising and marketing
2,299
3,424
Data processing and communications
3,495
3,606
Professional fees
3,106
3,902
Loss on investments in affordable housing partnerships
2,630
2,160
FDIC assessments
1,767
1,010
Credit related expenses
772
1,883
OREO expense, net
(104
)
997
Merger-related expenses
(7
)
947
Other
4,150
4,997
Total noninterest expense
68,453
67,699
INCOME BEFORE INCOME TAXES
68,965
59,209
INCOME TAX PROVISION
17,733
22,999
NET INCOME
$
51,232
$
36,210
EARNINGS PER COMMON SHARE
Basic
$
0.38
$
0.27
Diluted
$
0.38
$
0.27
See accompanying Notes to Consolidated Financial Statements (Unaudited)
6
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Net income
$
51,232
$
36,210
Other comprehensive (loss) income:
Change in unrealized net holding (losses) gains on securities available for sale
(24,645
)
3,181
Change in unrealized net holding losses on interest only strips
(4
)
(49
)
Tax effect
7,509
(1,324
)
Other comprehensive (loss) income, net of tax
(17,140
)
1,808
Total comprehensive income
$
34,092
$
38,018
See accompanying Notes to Consolidated Financial Statements (Unaudited)
7
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Common stock
Additional paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net
Total
stockholders’ equity
Shares
Amount
(Dollars in thousands, except share data)
BALANCE, JANUARY 1, 2017
135,240,079
$
135
$
1,400,490
$
469,505
$
(14,657
)
$
1,855,473
Issuance of shares pursuant to various stock plans
8,106
252
252
Stock-based compensation
533
533
Cash dividends declared on common stock
(16,229
)
(16,229
)
Comprehensive income:
Net income
36,210
36,210
Other comprehensive income
1,808
1,808
BALANCE, MARCH 31, 2017
135,248,185
$
135
$
1,401,275
$
489,486
$
(12,849
)
$
1,878,047
BALANCE, JANUARY 1, 2018
135,511,891
$
136
$
1,405,014
$
544,886
$
(21,781
)
$
1,928,255
Reclassification of unrealized losses on equity investments to retained earnings - ASU 2016-01
(469
)
281
(188
)
Issuance of shares pursuant to various stock plans
4,228
112
112
Stock-based compensation
680
680
Cash dividends declared on common stock
(17,618
)
(17,618
)
Comprehensive income:
Net income
51,232
51,232
Other comprehensive loss
(17,140
)
(17,140
)
BALANCE, MARCH 31, 2018
135,516,119
$
136
$
1,405,806
$
578,031
$
(38,640
)
$
1,945,333
See accompanying Notes to Consolidated Financial Statements (Unaudited)
8
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
51,232
$
36,210
Adjustments to reconcile net income to net cash from operating activities:
Discount accretion, net of depreciation and amortization
(2,077
)
(504
)
Stock-based compensation expense
953
746
Provision for loan losses
2,500
5,600
Credit for unfunded loan commitments
(200
)
241
Valuation adjustment of premises held for sale
—
1,084
Valuation adjustment of OREO
—
592
Net gains on sales of SBA and other loans
(4,646
)
(3,670
)
Earnings on BOLI
(387
)
(394
)
Net change in fair value of derivatives
(19
)
33
Net losses on sale and disposal of premises and equipment
33
147
Net (gains) losses on sales of OREO
(72
)
3
Net change in fair value of equity investments
(3,519
)
—
Losses on investments in affordable housing partnership
2,546
2,077
Net change in deferred income taxes
4,442
7,182
Proceeds from sales of loans held for sale
92,850
70,254
Originations of loans held for sale
(90,004
)
(53,903
)
Originations of servicing assets
(1,716
)
(1,296
)
Net change in accrued interest receivable
825
1,197
Net change in other assets
11,515
6,981
Net change in accrued interest payable
3,653
(271
)
Net change in other liabilities
(15,656
)
(878
)
Net cash provided by operating activities
52,253
71,431
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of interest bearing deposits in other financial institutions and other investments
(1,323
)
—
Redemption of interest bearing deposits in other financial institutions and other investments
1,225
244
Purchase of securities available for sale
(77,531
)
(94,890
)
Proceeds from matured or paid-down securities available for sale
49,850
68,124
Proceeds from sales of other loans held for sale
6,296
—
Net change in loans receivable
(188,437
)
(17,288
)
Proceeds from sales of OREO
1,202
194
Redemption of FHLB stock
810
761
Purchase of premises and equipment
(2,302
)
(2,491
)
Investments in affordable housing partnerships
(2,972
)
(1,379
)
Net cash used in investing activities
(213,182
)
(46,725
)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits
663,961
65,218
Proceeds from FHLB advances
—
50,000
Repayment of FHLB advances
(295,000
)
(100,000
)
Net change in federal funds sold
(69,900
)
—
Cash dividends paid on common stock
(17,618
)
(16,229
)
Taxes paid in net settlement of restricted stock
(273
)
(213
)
Issuance of additional stock pursuant to various stock plans
112
252
Net cash provided by (used in) financing activities
281,282
(972
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
120,353
23,734
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
492,000
437,334
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
612,353
$
461,068
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
$
26,773
$
21,767
Income taxes paid
$
1,249
$
1,161
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Transfer from loans receivable to OREO
$
806
$
137
Transfer from loans receivable to loans held for sale
$
6,155
$
9,451
Transfer from loans held for sale to loans receivable
$
43
$
159
Transfer from premises and equipment to premises held for sale
$
—
$
3,300
New commitments to fund affordable housing partnership investments
$
—
$
8,500
See accompanying Notes to Consolidated Financial Statements (Unaudited)
9
Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.
Hope Bancorp, Inc.
Hope Bancorp, Inc. (“Hope Bancorp” on a parent-only basis and the “Company” on a consolidated basis), headquartered in Los Angeles, California, is the holding company for Bank of Hope (the “Bank”). As of
March 31, 2018
, the Bank operated branches in California, Washington, Texas, Illinois, Alabama, Georgia, Virginia, New Jersey, and New York, loan production offices in Colorado, Texas, Oregon, Washington, Georgia, Southern California, and Northern California, and a representative office in Seoul, Korea. The Company is a corporation organized under the laws of the state of Delaware and a bank holding company registered under the Bank Holding Company Act of 1956, as amended.
2.
Basis of Presentation
The consolidated financial statements included herein have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), except for the Consolidated Statement of Financial Condition as of
December 31, 2017
which was from the audited financial statements included in the Company’s
2017
Annual Report on Form 10-K. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations.
The consolidated financial statements include the accounts of Hope Bancorp and its wholly owned subsidiaries, principally Bank of Hope. All intercompany transactions and balances have been eliminated in consolidation. The Company has made all adjustments, that in the opinion of management, are necessary to fairly present the Company’s financial position at
March 31, 2018
and
December 31, 2017
and the results of operations for the
three
months ended
March 31, 2018
and
2017
. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. The results of operations for the interim periods are not necessarily indicative of results to be anticipated for the full year.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
These unaudited consolidated financial statements should be read along with the audited consolidated financial statements and accompanying notes included in the Company’s
2017
Annual Report on Form 10-K.
Accounting Pronouncements Adopted
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606), with several subsequent updates. This series of comprehensive guidance has replaced all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. Under the new guidance, there is a five-step model to apply to revenue recognition. The five-steps consist of: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company adopted this standard as of January 1, 2018, and applied the modified retrospective approach to reflect the aggregate effect of all modifications of those contracts that were not completed as of that date. There was no material impact on the consolidated financial statements or on how the Company recognizes revenue upon adoption. As such, prior period amounts were not adjusted and the prior period amounts continue to be reported in accordance with previous accounting guidance. See Note 18, “Revenue Recognition” for further details.
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In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The adoption of ASU No. 2016-01 on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements. In accordance with (1) above, the Company measured equity investments at fair value and recognized changes in fair value in net income as of March 31, 2018 (see Note 5 Equity Investment Securities). In accordance with (5) above, the Company measured the fair value of its loan portfolio as of March 31, 2018 using an exit price notion (see Note 15 Fair Value Measurements).
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. ASU 2016-13 becomes effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and is collaborating with a third party advisory team to develop and execute upon the Company’s implementation plan and methodology in order for the Company to be compliant with ASU 2016-13 by the effective date. The Company has established a CECL committee to oversee the development and implementation of ASU 2016-13. Based on the Company’s initial assessment of the ASU 2016-13, the Company expects the new guidance will result in additional required provision and allowance for loan losses which could have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017-04 will amend and simplify current goodwill impairment testing to eliminate Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the quantitative assessment for a reporting unit to determine if a quantitative impairment test is necessary. ASU 2017-04 should be adopted for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.
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In March 2017, the FASB issued ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. ASU 2017-08 was issued to amend the amortization period for certain callable debt securities held at a premium. ASU 2017-08 shortens the amortization period of premiums on certain purchased callable debt securities to the earliest call date. ASU 2017-08 affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). ASU 2017-08 does not impact securities purchased at a discount, which continue to be amortized to maturity. ASU 2017-08 is effective for annual period beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted in an interim period. If an entity chooses to adopt early, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The adoption of ASU 2017-08 is not expected to have a material impact on the Company’s consolidated financial statements.
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3. Stock-Based Compensation
The Company has a stock-based incentive plan (the “2016 Plan”) to award equity as a form of compensation. The 2016 Plan, was approved by the Company’s stockholders on September 1, 2016. The 2016 Plan provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock, performance shares, and performance units (sometimes referred to individually or collectively as “awards”) to non-employee directors, employees, and consultants of the Company. Stock options may be either incentive stock options (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options (“NQSOs”).
The 2016 Plan gives the Company flexibility to (i) attract and retain qualified non-employee directors, executives, other key employees, and consultants with appropriate equity-based awards to; (ii) motivate high levels of performance; (iii) recognize employee contributions to the Company’s success; and (iv) align the interests of the 2016 Plan participants with those of the Company’s stockholders. The plan initially had
2,400,000
shares available for grant to participants. The exercise price for shares under an ISO may not be less than
100%
of fair market value on the date the award is granted under Code Section 422. Similarly, under the terms of the 2016 Plan, the exercise price for SARs and NQSOs may not be less than
100%
of fair market value on the date of grant. Performance units are awarded to a participant at the market price of the Company’s common stock on the date of award (after the lapse of the restriction period and the attainment of the performance criteria).
No
minimum exercise price is prescribed for performance shares and restricted stock awarded under the 2016 Plan. All options not exercised generally expire
10
years after the date of grant.
ISOs, SARs and NQSOs have vesting periods of
three
to
five
years and have
10
-year contractual terms. Restricted stock, performance shares, and performance units are granted with a restriction period of not less than
one
year from the grant date for performance-based awards and not more than
three
years from the grant date for time-based vesting of grants. Compensation expense for awards is recognized over the vesting period.
The Company had another stock-based incentive plan, the 2007 Equity Incentive Plan (“2007 Plan”), which was approved by stockholders in May 2007. Under the terms of this plan, awards cannot be granted under the plan more than ten years after the plan adoption date. Therefore, subsequent to May 2017, equity awards were not issued from this plan.
Under the 2016 Plan,
1,330,621
shares were available for future grants as of
March 31, 2018
.
The total shares reserved for issuance will serve as the underlying value for all equity awards under the 2016 Plan. With the exception of the shares underlying stock options and restricted stock awards, the board of directors may choose to settle the awards by paying the equivalent cash value or by delivering the appropriate number of shares.
The following is a summary of stock option activity under the 2016 Plan for the
three months ended March 31,
2018
:
Number of
Shares
Weighted-
Average
Exercise
Price Per
Share
Weighted-
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(Dollars in thousands)
Outstanding - January 1, 2018
1,075,423
$
15.06
Granted
—
—
Exercised
(11,000
)
9.35
Expired
(3,195
)
16.66
Forfeited
—
—
Outstanding - March 31, 2018
1,061,228
$
15.11
7.11
$
3,267
Options exercisable - March 31, 2018
630,770
$
13.88
6.43
$
2,721
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The following is a summary of restricted stock and performance unit activity under the 2016 Plan for the
three months ended March 31,
2018
:
Number of
Shares
Weighted-
Average Grant Date
Fair Value
Outstanding - January 1, 2018
379,419
$
16.42
Granted
13,000
18.91
Vested
(24,763
)
15.11
Forfeited
(2,801
)
14.84
Outstanding - March 31, 2018
364,855
$
16.61
The total fair value of restricted stock and performance units vested for the
three
months ended
March 31, 2018
and
2017
was
$476 thousand
and
$735 thousand
, respectively.
On August, 21, 2017 the Company adopted the Hope Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase the Company’s common shares through payroll deductions which build up between the offering date and the purchase date. At the purchase date, the Company uses the accumulated funds to purchase shares in the Company on behalf of the participating employees at
10%
discount of the closing price of the Company’s common shares. The closing price is the lower of either the closing price on the first day of the offering period or on the closing price on the purchase date. The dollar amount of common shares purchased under the ESPP must not exceed
20%
of the participating employee’s base salary, subject to a cap of
$25 thousand
in stock value based on the grant date. The ESPP is considered compensatory under GAAP and compensation expense for the ESPP is recognized as part of the Company’s stock based compensation expenses. The compensation expense for ESPP during the
three months ended March 31, 2018
was
$148 thousand
. The Company did not have any compensation expenses for the ESPP during the
three months ended March 31, 2017
.
The amount charged against income related to stock-based payment arrangements, including ESPP, was
$953 thousand
and
$746 thousand
for the
three
months ended
March 31, 2018
and
2017
, respectively. The income tax benefit recognized was approximately
$245 thousand
and
$290 thousand
for the
three
months ended
March 31, 2018
and
2017
, respectively.
At
March 31, 2018
, the unrecognized compensation expense related to non-vested stock option grants was
$880 thousand
which is expected to be recognized over a weighted average vesting period of
2.75
years. Unrecognized compensation expense related to non-vested restricted stock and performance units was
$3.9 million
which is expected to be recognized over a weighted average vesting period of
2.46
years.
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4. Earnings Per Share (“EPS”)
Basic EPS does not reflect the possibility of dilution that could result from the issuance of additional shares of common stock upon exercise or conversion of outstanding equity awards, and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted to common stock that would then share in earnings. For the
three months ended March 31, 2018
and 2017, stock options and restricted shares awards for
308,258
and
236,878
shares of common stock, respectively, were excluded in computing diluted earnings per common share because they were anti-dilutive. Additionally, warrants issued pursuant to the Company’s participation in the U.S. Treasury’s TARP Capital Purchase Plan, to purchase
20,520
shares and
19,963
shares of common stock were anti-dilutive and excluded for the
three
months ended
March 31, 2018
and
2017
, respectively.
The following tables show the computation of basic and diluted EPS for the
three
months ended
March 31, 2018
and
2017
.
Three Months Ended March 31,
2018
2017
Net Income
(Numerator)
Weighted-Average Shares
(Denominator)
Per
Share
(Amount)
Net Income
(Numerator)
Weighted-Average Shares
(Denominator)
Per
Share
(Amount)
(Dollars in thousands, except share and per share data)
Basic EPS - common stock
$
51,232
135,518,705
$
0.38
$
36,210
135,248,018
$
0.27
Effect of dilutive securities:
Stock options, restricted stock,
and ESPP shares
296,557
520,627
Diluted EPS - common stock
$
51,232
135,815,262
$
0.38
$
36,210
135,768,645
$
0.27
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5. Equity Investment Securities
On January 1, 2018, the Company adopted ASU 2016-01, “
Recognition and Measurement of Financial Assets and Financial Liabilities”.
As a result of the adoption, the Company reclassified
$469 thousand
in net unrealized losses included in other comprehensive income and deferred tax assets as of December 31, 2017 to retained earnings on January 1, 2018. Equity investment securities measured at fair value at March 31, 2018, consisted of mutual funds and equity stock in other institutions in the amount of
$21.6 million
and
$3.9 million
, respectively.
In accordance with ASU 2016-01, the change in fair value for equity investment securities for the three months ended March 31, 2018 were recorded as noninterest income for the three months ended March 31, 2018, summarized in the table below:
Three Months Ended March 31,
2018
(Dollars in thousands)
Net unrealized gains recorded during the period on equity investment securities
$
3,519
Net gains (losses) recorded on equity investment securities sold during the period
—
Net unrealized gains on equity investment securities at end of period
$
3,519
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6. Securities Available for Sale
The following is a summary of securities available for sale as of the dates indicated:
At March 31, 2018
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(Dollars in thousands)
Debt securities:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations
$
839,229
$
39
$
(27,258
)
$
812,010
Mortgage-backed securities:
Residential
453,107
122
(14,559
)
438,670
Commercial
375,880
147
(12,246
)
363,781
Corporate securities
5,000
—
(561
)
4,439
Municipal securities
81,897
311
(1,793
)
80,415
Total investment securities available for sale
$
1,755,113
$
619
$
(56,417
)
$
1,699,315
At December 31, 2017
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(Dollars in thousands)
Debt securities:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations
$
856,193
$
58
$
(17,542
)
$
838,709
Mortgage-backed securities:
Residential
477,676
521
(6,983
)
471,214
Commercial
308,046
—
(6,681
)
301,365
Corporate securities
4,997
—
(522
)
4,475
Municipal securities
82,542
870
(875
)
82,537
Total debt securities
1,729,454
1,449
(32,603
)
1,698,300
Mutual funds
22,425
17
(485
)
21,957
Total investment securities available for sale
$
1,751,879
$
1,466
$
(33,088
)
$
1,720,257
As of
March 31, 2018
and
December 31, 2017
, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than
10%
of stockholders’ equity.
At
March 31, 2018
and
December 31, 2017
,
$39.6 million
and
$19.0 million
, respectively, in unrealized losses on securities net of taxes were included in accumulated other comprehensive loss. Also included in accumulated other comprehensive loss at
March 31, 2018
and
December 31, 2017
, were unrealized losses on interest only strip net of taxes of
$51 thousand
and
$41 thousand
, respectively. There were
no
reclassifications out of accumulated other comprehensive income into earnings for the
three months ended March 31, 2018
or 2017.
During the first quarter of 2018, the Company adopted ASU 2016-01 “
Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”
. As a result of the adoption of ASU 2016-01, the Company no longer accounts for mutual funds as available-for-sale securities and accounts for these investments as equity investments with changes in fair value recorded through earnings. In accordance with ASU 2016-01, the Company reclassified
$469 thousand
in net unrealized losses included in other comprehensive income and deferred tax assets as of December 31, 2017 to retained earnings on January 1, 2018. The subsequent change to fair value for mutual funds were recorded as noninterest income for the three months ended March 31, 2018.
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The amortized cost and estimated fair value of investment securities at
March 31, 2018
, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
Amortized
Cost
Estimated
Fair Value
(Dollars in thousands)
Available for sale:
Due within one year
$
—
$
—
Due after one year through five years
12,035
12,143
Due after five years through ten years
33,567
33,450
Due after ten years
41,295
39,261
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations
839,229
812,010
Mortgage-backed securities:
Residential
453,107
438,670
Commercial
375,880
363,781
Total
$
1,755,113
$
1,699,315
Securities with carrying values of approximately
$357.9 million
and
$359.2 million
at
March 31, 2018
and
December 31, 2017
, respectively, were pledged to secure public deposits, various borrowings and for other purposes as required or permitted by law.
The following tables show the Company’s investments’ gross unrealized losses and estimated fair value, aggregated by investment category and the length of time that the individual securities have been in a continuous unrealized loss position as of the dates indicated.
As of March 31, 2018
Less than 12 months
12 months or longer
Total
Description of
Securities
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
(Dollars in thousands)
Collateralized mortgage obligations*
40
$
400,036
$
(10,841
)
53
$
386,009
$
(16,417
)
93
$
786,045
$
(27,258
)
Mortgage-backed securities:
Residential*
23
201,859
(5,252
)
22
207,694
(9,307
)
45
409,553
(14,559
)
Commercial*
18
201,894
(4,659
)
9
122,332
(7,587
)
27
324,226
(12,246
)
Corporate securities
1
4,439
(561
)
—
—
—
1
4,439
(561
)
Municipal securities
58
36,166
(419
)
3
21,029
(1,374
)
61
57,195
(1,793
)
Total
140
$
844,394
$
(21,732
)
87
$
737,064
$
(34,685
)
227
$
1,581,458
$
(56,417
)
__________________________________
* Investments in U.S. Government agency and U.S. Government sponsored enterprises
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As of December 31, 2017
Less than 12 months
12 months or longer
Total
Description of
Securities
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
(Dollars in thousands)
Collateralized mortgage obligations
38
$
425,198
$
(5,954
)
53
$
408,526
$
(11,588
)
91
$
833,724
$
(17,542
)
Mortgage-backed securities:
Residential*
20
195,086
(1,282
)
23
230,616
(5,701
)
43
425,702
(6,983
)
Commercial*
16
186,357
(1,614
)
8
115,008
(5,067
)
24
301,365
(6,681
)
Corporate securities
1
4,475
(522
)
—
—
—
1
4,475
(522
)
Municipal securities
18
9,295
(69
)
3
22,144
(806
)
21
31,439
(875
)
Mutual funds
1
8,899
(101
)
3
11,579
(384
)
4
20,478
(485
)
Total
94
$
829,310
$
(9,542
)
90
$
787,873
$
(23,546
)
184
$
1,617,183
$
(33,088
)
__________________________________
* Investments in U.S. Government agency and U.S. Government sponsored enterprises
The Company evaluates securities for other-than-temporary-impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair values of the securities have been less than the cost of the securities, and management’s intention to sell, or whether it is more likely than not that management will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. In analyzing an issuer’s financial condition, the Company considers, among other considerations, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.
The Company has certain collateralized mortgage obligations, mortgage backed securities, and municipal securities that were in a continuous unrealized loss position for twelve months or longer as of
March 31, 2018
. The collateralized mortgage obligations in a continuous loss position for twelve months or longer had an unrealized loss of
$16.4 million
at
March 31, 2018
and total mortgage backed securities in a continuous loss position for twelve months or longer had a total unrealized loss of
$16.9 million
. These securities were issued by U.S. Government agency and U.S. Government sponsored enterprises and have high credit ratings of “AA” grade or better. Interest on U.S. Government agency and U.S. Government sponsored enterprise investments have been paid as agreed, and management believes this will continue in the future and that the securities will be repaid in full as scheduled. Municipal securities that were in a continuous loss position for twelve months or longer had an unrealized loss of
$1.4 million
at
March 31, 2018
. The market value declines for these securities were primarily due to movements in interest rates and are not reflective of management’s expectations of the Company’s ability to fully recover these investments, which may be at maturity. For these reasons,
no
OTTI was recognized on U.S. Government sponsored collateralized mortgage obligations and mortgage backed securities, and municipal securities that were in an unrealized loss position at
March 31, 2018
.
The Company considers the losses on the investments in unrealized loss positions at
March 31, 2018
to be temporary based on: 1) the likelihood of recovery; 2) the information relative to the extent and duration of the decline in market value; and 3) the Company’s intention not to sell, and management’s determination that it is more likely than not that the Company will not be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.
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7. Loans Receivable and Allowance for Loan Losses
The following is a summary of loans receivable by major category:
March 31, 2018
December 31, 2017
(Dollars in thousands)
Loan portfolio composition
Real estate loans:
Residential
$
47,662
$
49,774
Commercial
8,180,537
8,142,036
Construction
300,954
316,412
Total real estate loans
8,529,153
8,508,222
Commercial business
1,818,291
1,780,869
Trade finance
189,395
166,664
Consumer and other
755,621
647,102
Total loans outstanding
11,292,460
11,102,857
Deferred loan costs (fees), net
23
(282
)
Loans receivable
11,292,483
11,102,575
Allowance for loan losses
(86,461
)
(84,541
)
Loans receivable, net of allowance for loan losses
$
11,206,022
$
11,018,034
The loan portfolio is made up of
four
segments: real estate loans, commercial business, trade finance, and consumer and other. These segments are further segregated between loans accounted for under the amortized cost method (“Legacy Loans”) and previously acquired loans that were originally recorded at fair value with no carryover of the related pre-acquisition allowance for loan losses (“Acquired Loans”). Acquired Loans are further segregated between purchased credit impaired loans (loans with credit deterioration on the acquisition date and accounted for under ASC 310-30, or “PCIs”) and Acquired Performing Loans (loans that were pass graded on the acquisition date and the fair value adjustment is amortized over the contractual life under ASC 310-20, or “non-PCI loans”).
The following table presents changes in the accretable discount on the PCI loans for the
three
months ended
March 31, 2018
and
2017
:
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Balance at beginning of period
$
55,002
$
43,611
Accretion
(5,772
)
(5,348
)
Reclassification from nonaccretable difference
5,616
13,388
Balance at end of period
$
54,846
$
51,651
On the acquisition date, the amount by which the undiscounted expected cash flows exceed the estimated fair value of the PCI loans is the “accretable yield.” The accretable yield is then measured at each financial reporting date and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans. The accretable yield will change from period to period due to the following: 1) estimates of the remaining life of acquired loans will affect the amount of future interest income; 2) indices for variable rates of interest on PCI loans may change; and 3) estimates of the amount of the contractual principal and interest that will not be collected (nonaccretable difference) may change.
20
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The following tables detail the activity in the allowance for loan losses by portfolio segment for the
three
months ended
March 31, 2018
and
2017
:
Legacy Loans
Acquired Loans
Total
Real Estate
Commercial Business
Trade Finance
Consumer
and Other
Real Estate
Commercial Business
Trade Finance
Consumer and Other
(Dollars in thousands)
Three Months Ended March 31, 2018
Balance, beginning of period
$
45,360
$
17,228
$
1,674
$
3,385
$
13,322
$
3,527
$
42
$
3
$
84,541
Provision (credit) for loan losses
479
3,289
81
877
(173
)
(2,046
)
(4
)
(3
)
2,500
Loans charged off
(63
)
(342
)
—
(347
)
(102
)
(214
)
—
—
(1,068
)
Recoveries of charge offs
201
212
12
19
1
41
—
2
488
Balance, end of period
$
45,977
$
20,387
$
1,767
$
3,934
$
13,048
$
1,308
$
38
$
2
$
86,461
Legacy Loans
Acquired Loans
Total
Real Estate
Commercial Business
Trade Finance
Consumer
and Other
Real Estate
Commercial Business
Trade Finance
Consumer and Other
(Dollars in thousands)
Three Months Ended March 31, 2017
Balance, beginning of period
$
38,956
$
23,430
$
1,897
$
2,116
$
12,791
$
117
$
—
$
36
$
79,343
Provision (credit) for loan losses
6,106
(2,884
)
303
184
975
748
187
(19
)
5,600
Loans charged off
(1,154
)
(3,190
)
(1,576
)
(279
)
(336
)
(70
)
—
—
(6,605
)
Recoveries of charge offs
21
123
—
1
25
149
—
2
321
Balance, end of period
$
43,929
$
17,479
$
624
$
2,022
$
13,455
$
944
$
187
$
19
$
78,659
21
Table of Contents
The following tables break out the allowance for loan losses and the recorded investment of loans outstanding (not including accrued interest receivable and net deferred loan costs or fees by individually impaired, general valuation, and PCI impairment, by portfolio segment, at
March 31, 2018
and
December 31, 2017
:
March 31, 2018
Legacy Loans
Acquired Loans
Total
Real Estate
Commercial Business
Trade Finance
Consumer and Other
Real Estate
Commercial Business
Trade Finance
Consumer and Other
(Dollars in thousands)
Allowance for loan losses:
Individually evaluated for impairment
$
6,966
$
3,662
$
—
$
24
$
267
$
595
$
—
$
—
$
11,514
Collectively evaluated for impairment
39,011
16,725
1,767
3,910
966
713
38
2
63,132
PCI loans
—
—
—
—
11,815
—
—
—
11,815
Total
$
45,977
$
20,387
$
1,767
$
3,934
$
13,048
$
1,308
$
38
$
2
$
86,461
Loans outstanding:
Individually evaluated for impairment
$
52,454
$
32,639
$
2,597
$
870
$
18,414
$
16,448
$
3,368
$
1,278
$
128,068
Collectively evaluated for impairment
6,300,435
1,598,739
176,856
593,727
2,005,172
142,774
6,574
149,677
10,973,954
PCI loans
—
—
—
—
152,678
27,691
—
10,069
190,438
Total
$
6,352,889
$
1,631,378
$
179,453
$
594,597
$
2,176,264
$
186,913
$
9,942
$
161,024
$
11,292,460
December 31, 2017
Legacy Loans
Acquired Loans
Total
Real Estate
Commercial Business
Trade Finance
Consumer and Other
Real Estate
Commercial Business
Trade Finance
Consumer and Other
(Dollars in thousands)
Allowance for loan losses:
Individually evaluated for impairment
$
1,378
$
2,807
$
3
$
35
$
246
$
854
$
—
$
—
$
5,323
Collectively evaluated for impairment
43,982
14,421
1,671
3,350
1,036
2,673
42
3
67,178
PCI loans
—
—
—
—
12,040
—
—
—
12,040
Total
$
45,360
$
17,228
$
1,674
$
3,385
$
13,322
$
3,527
$
42
$
3
$
84,541
Loans outstanding:
Individually evaluated for impairment
$
41,041
$
31,322
$
3,951
$
908
$
14,239
$
18,733
$
2,984
$
1,171
$
114,349
Collectively evaluated for impairment
6,172,448
1,459,273
152,204
477,375
2,120,001
244,980
7,525
157,794
10,791,600
PCI loans
—
—
—
—
160,493
26,561
—
9,854
196,908
Total
$
6,213,489
$
1,490,595
$
156,155
$
478,283
$
2,294,733
$
290,274
$
10,509
$
168,819
$
11,102,857
As of
March 31, 2018
and
December 31, 2017
, the reserve for unfunded loan commitments recorded in other liabilities was
$636 thousand
and
$836 thousand
, respectively. For the
three months ended March 31, 2018
and
2017
, the recognized (credit) provision for unfunded commitments recorded in credit related expense was
$(200) thousand
and
$241 thousand
, respectively.
22
Table of Contents
The recorded investment of individually impaired loans and the total impaired loans net of specific allowance is presented in the following table:
March 31, 2018
December 31, 2017
(Dollars in thousands)
With allocated specific allowance
Without charge off
$
56,548
$
28,614
With charge off
1,355
3,044
With no allocated specific allowance
Without charge off
63,194
77,533
With charge off
6,971
5,158
Specific allowance on impaired loans
(11,514
)
(5,323
)
Impaired loans, net of specific allowance
$
116,554
$
109,026
The following tables detail the recorded investment of impaired loans (Legacy Loans and Acquired Loans that became impaired subsequent to being originated and acquired, respectfully) as of
March 31, 2018
and
December 31, 2017
, and the average recorded investment and interest income recognized for the
three
months ended
March 31, 2018
and
2017
. Impaired loans with no related allowance are believed by management to be adequately collateralized.
As of March 31, 2018
As of December 31, 2017
Total Impaired Loans
Recorded Investment*
Unpaid Contractual Principal Balance
Related
Allowance
Recorded Investment*
Unpaid Contractual Principal Balance
Related
Allowance
(Dollars in thousands)
With related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
6,384
6,384
5,740
532
531
131
Hotel & motel
2,826
4,982
232
2,931
5,090
284
Gas station & car wash
—
—
—
—
—
—
Mixed use
2,959
4,819
5
312
958
4
Industrial & warehouse
2,378
2,380
103
772
1,482
96
Other
9,391
9,397
1,153
4,397
4,401
1,109
Real estate—construction
—
—
—
—
—
—
Commercial business
30,876
32,791
4,257
18,330
22,757
3,661
Trade finance
2,597
2,597
—
3,861
3,861
3
Consumer and other
492
492
24
523
524
35
Subtotal
$
57,903
$
63,842
$
11,514
$
31,658
$
39,604
$
5,323
With no related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
13,968
16,973
—
11,792
13,923
—
Hotel & motel
3,038
5,767
—
2,841
5,288
—
Gas station & car wash
749
1,944
—
591
1,764
—
Mixed use
1,102
1,477
—
1,101
3,490
—
Industrial & warehouse
12,606
13,531
—
8,429
8,525
—
Other
14,167
18,064
—
20,282
24,412
—
Real estate—construction
1,300
1,441
—
1,300
1,441
—
Commercial business
18,211
22,961
—
31,725
33,207
—
Trade finance
3,368
3,368
—
3,074
3,091
—
Consumer and other
1,656
1,808
—
1,556
1,676
—
Subtotal
$
70,165
$
87,334
$
—
$
82,691
$
96,817
$
—
Total
$
128,068
$
151,176
$
11,514
$
114,349
$
136,421
$
5,323
__________________________________
*
Unpaid contractual principal balance less charge offs, interest collected applied to principal if on nonaccrual and purchase discounts.
23
Table of Contents
For the Three Months Ended March 31,
2018
2017
Total Impaired Loans
Average Recorded Investment*
Interest Income Recognized during Impairment
Average Recorded Investment*
Interest Income Recognized during Impairment
(Dollars in thousands)
With related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
3,458
—
1,338
4
Hotel & motel
2,878
18
6,391
43
Gas station & car wash
—
—
108
—
Mixed use
1,635
36
228
2
Industrial & warehouse
1,575
23
1,706
32
Other
6,894
68
22,496
253
Real estate—construction
—
—
—
—
Commercial business
24,603
149
23,041
195
Trade finance
3,229
58
1,055
—
Consumer and other
508
—
87
1
Subtotal
$
44,780
$
352
$
56,450
$
530
With no related allowance:
Real estate—residential
$
—
$
—
$
2,513
$
28
Real estate—commercial
Retail
12,880
110
14,752
159
Hotel & motel
2,940
—
6,198
7
Gas station & car wash
670
—
4,602
10
Mixed use
1,101
—
6,916
63
Industrial & warehouse
10,518
64
9,086
75
Other
17,225
125
17,915
130
Real estate—construction
1,300
—
2,078
20
Commercial business
18,204
94
9,289
30
Trade finance
3,221
44
4,184
51
Consumer and other
1,597
6
989
7
Subtotal
$
69,656
$
443
$
78,522
$
580
Total
$
114,436
$
795
$
134,972
$
1,110
__________________________________
*
Unpaid contractual principal balance less charge offs, interest collected applied to principal if on nonaccrual and purchase discounts.
24
Table of Contents
As of March 31, 2018
As of December 31, 2017
Impaired Acquired Loans
Recorded Investment*
Unpaid
Contractual Principal
Balance
Related
Allowance
Recorded Investment*
Unpaid
Contractual Principal
Balance
Related
Allowance
(Dollars in thousands)
With related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
507
506
128
262
261
126
Hotel & motel
85
86
10
85
86
2
Gas station & car wash
—
—
—
—
—
—
Mixed use
2,959
4,819
5
129
129
1
Industrial & warehouse
264
266
102
221
896
96
Other
5,315
5,321
22
319
323
21
Real estate—construction
—
—
—
—
—
—
Commercial business
11,834
13,178
595
1,987
2,903
854
Trade finance
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
Subtotal
$
20,964
$
24,176
$
862
$
3,003
$
4,598
$
1,100
With no related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
3,298
3,988
—
3,412
4,099
—
Hotel & motel
485
2,183
—
482
1,887
—
Gas station & car wash
199
236
—
1
28
—
Mixed use
—
—
—
152
2,240
—
Industrial & warehouse
863
1,635
—
45
45
—
Other
4,439
5,019
—
9,131
9,951
—
Real estate—construction
—
—
—
—
—
—
Commercial business
4,614
4,877
—
16,746
16,926
—
Trade finance
3,368
3,368
—
2,984
3,001
—
Consumer and other
1,278
1,430
—
1,171
1,291
—
Subtotal
$
18,544
$
22,736
$
—
$
34,124
$
39,468
$
—
Total
$
39,508
$
46,912
$
862
$
37,127
$
44,066
$
1,100
__________________________________
*
Unpaid contractual principal balance less charge offs, interest collected applied to principal if on nonaccrual and purchase discounts.
25
Table of Contents
For the Three Months Ended March 31,
2018
2017
Impaired Acquired Loans
Average
Recorded Investment*
Interest Income Recognized during Impairment
Average
Recorded Investment*
Interest Income Recognized during Impairment
(Dollars in thousands)
With related allowance:
Real estate—residential
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
384
—
1,068
4
Hotel & motel
85
—
46
—
Gas station & car wash
—
—
—
—
Mixed use
1,544
36
193
2
Industrial & warehouse
243
—
—
—
Other
2,817
68
335
4
Real estate—construction
—
—
—
—
Commercial business
6,911
30
534
5
Trade finance
—
—
—
—
Consumer and other
—
—
—
—
Subtotal
$
11,984
$
134
$
2,176
$
15
With no related allowance:
Real estate—residential
$
—
$
—
$
339
$
—
Real estate—commercial
Retail
3,355
34
3,750
31
Hotel & motel
483
—
4,803
4
Gas station & car wash
100
—
1,093
10
Mixed use
76
—
5,299
63
Industrial & warehouse
454
—
66
1
Other
6,785
57
4,603
13
Real estate—construction
—
—
—
—
Commercial business
3,916
13
193
1
Trade finance
3,176
44
—
—
Consumer and other
1,216
2
351
2
Subtotal
$
19,561
$
150
$
20,497
$
125
Total
$
31,545
$
284
$
22,673
$
140
__________________________________
*
Unpaid contractual principal balance less charge offs, interest collected applied to principal if on nonaccrual and purchase discounts.
26
Table of Contents
Generally, loans are placed on nonaccrual status if the principal and/or interest payments become
90 days
or more past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by regulatory requirements. Loans to customers whose financial condition has deteriorated are considered for nonaccrual status whether or not the loan is 90 days or more past due. Generally, payments received on nonaccrual loans are recorded as principal reductions. Loans are returned to accrual status only when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Company did not recognize any cash basis interest income for the
three
months ended
March 31, 2018
or
2017
.
The following table represent the recorded investment in nonaccrual and loans past due over 90 days or more and still on accrual status by class of loans as of
March 31, 2018
and
December 31, 2017
.
Nonaccrual Loans
(1)
Accruing Loans Past Due 90 or More Days
March 31, 2018
December 31, 2017
March 31, 2018
December 31, 2017
(Dollars in thousands)
Legacy Loans:
Real estate—residential
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
11,118
3,179
—
—
Hotel & motel
4,029
3,931
—
—
Gas station & car wash
550
590
1,609
—
Mixed use
1,102
1,132
—
—
Industrial & warehouse
6,279
3,403
—
—
Other
9,214
5,689
—
—
Real estate—construction
1,300
1,300
—
—
Commercial business
16,209
8,540
—
—
Trade finance
—
—
—
—
Consumer and other
492
471
285
407
Subtotal
$
50,293
$
28,235
$
1,894
$
407
Acquired Loans:
(2)
Real estate—residential
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
880
638
—
—
Hotel & motel
570
568
—
—
Gas station & car wash
199
1
—
—
Mixed use
107
152
—
—
Industrial & warehouse
1,090
221
—
—
Other
655
1,389
—
—
Real estate—construction
—
—
—
—
Commercial business
13,237
14,560
—
—
Trade finance
—
—
—
—
Consumer and other
1,121
1,011
—
—
Subtotal
$
17,859
$
18,540
$
—
$
—
Total
$
68,152
$
46,775
$
1,894
$
407
__________________________________
(1)
Total nonaccrual loans exclude guaranteed portion of delinquent SBA loans that are in liquidation totaling
$21.9 million
and
22.1 million
, at
March 31, 2018
and
December 31, 2017
, respectively.
(2)
Acquired Loans exclude PCI loans.
27
Table of Contents
The following tables present the recorded investment in past due loans, including nonaccrual loans, by the number of days past due as of
March 31, 2018
and
December 31, 2017
by class of loans:
As of March 31, 2018
As of December 31, 2017
30-59
Past Days
60-89
Past Days
90 or More Past Days
Total
Past Due
30-59
Past Days
60-89
Past Days
90 or More Past Days
Total
Past Due
(Dollars in thousands)
Legacy Loans:
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
2,086
—
2,695
4,781
3,239
—
285
3,524
Hotel & motel
4,746
—
2,891
7,637
1,884
1,172
2,635
5,691
Gas station & car wash
—
—
2,029
2,029
956
—
435
1,391
Mixed use
—
—
926
926
129
—
952
1,081
Industrial & warehouse
3,899
—
2,473
6,372
1,121
99
2,473
3,693
Other
149
1,628
4,150
5,927
1,409
—
5,425
6,834
Real estate—construction
—
—
1,300
1,300
—
—
1,300
1,300
Commercial business
1,470
725
3,828
6,023
698
516
2,508
3,722
Trade finance
128
—
—
128
—
—
—
—
Consumer and other
9,906
175
358
10,439
7,512
97
494
8,103
Subtotal
$
22,384
$
2,528
$
20,650
$
45,562
$
16,948
$
1,884
$
16,507
$
35,339
Acquired Loans:
(1)
Real estate—residential
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Real estate—commercial
Retail
36
245
386
667
81
216
386
683
Hotel & motel
185
—
88
273
—
1,219
—
1,219
Gas station & car wash
29
—
170
199
1,161
41
1
1,203
Mixed use
—
—
106
106
151
—
152
303
Industrial & warehouse
1,031
—
1,090
2,121
804
264
221
1,289
Other
5,781
802
—
6,583
275
—
—
275
Real estate—construction
—
—
—
—
—
—
—
—
Commercial business
1,894
555
959
3,408
1,088
256
885
2,229
Trade finance
200
—
—
200
—
—
—
—
Consumer and other
487
268
164
919
957
270
181
1,408
Subtotal
$
9,643
$
1,870
$
2,963
$
14,476
$
4,517
$
2,266
$
1,826
$
8,609
Total Past Due
$
32,027
$
4,398
$
23,613
$
60,038
$
21,465
$
4,150
$
18,333
$
43,948
__________________________________
(1)
Acquired Loans exclude PCI loans.
Loans accounted for under ASC 310-30 are generally considered accruing and performing loans and the accretable discount is accreted to interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, PCI loans that are contractually past due are still considered to be accruing and performing loans. The loans may be classified as nonaccrual if the timing and amount of future cash flows is not reasonably estimable.
28
Table of Contents
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes all non-homogeneous loans. Homogeneous loans are not risk rated and credit risk is analyzed largely by the number of days past due. This analysis is performed at least on a quarterly basis. The definitions for risk ratings are as follows:
•
Pass: Loans that meet a preponderance or more of the Company’s underwriting criteria and evidence an acceptable level of risk.
•
Special Mention: Loans that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
•
Substandard: Loans that are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. Loans in this classification have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
•
Doubtful: Loans that have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
The following tables present the recorded investment of risk ratings for Legacy and Acquired Loans as of
March 31, 2018
and
December 31, 2017
by class of loans:
As of March 31, 2018
Pass/
Not Rated
Special
Mention
Substandard
Doubtful
Total
(Dollars in thousands)
Legacy Loans:
Real estate—residential
$
33,999
$
1,140
$
6
$
—
$
35,145
Real estate—commercial
Retail
1,650,936
27,294
30,007
—
1,708,237
Hotel & motel
1,249,515
13,233
10,044
—
1,272,792
Gas station & car wash
761,321
6,578
3,221
—
771,120
Mixed use
448,290
5,118
2,445
—
455,853
Industrial & warehouse
609,308
17,893
25,367
—
652,568
Other
1,176,578
35,413
33,955
—
1,245,946
Real estate—construction
202,484
5,692
3,052
—
211,228
Commercial business
1,535,242
25,726
70,302
108
1,631,378
Trade finance
175,591
2,500
1,362
—
179,453
Consumer and other
593,726
1
870
—
594,597
Subtotal
$
8,436,990
$
140,588
$
180,631
$
108
$
8,758,317
Acquired Loans:
Real estate—residential
$
12,257
$
260
$
—
$
—
$
12,517
Real estate—commercial
Retail
582,824
4,823
20,012
—
607,659
Hotel & motel
261,779
4,532
23,188
2
289,501
Gas station & car wash
187,283
1,929
9,047
—
198,259
Mixed use
95,621
3,099
10,516
—
109,236
Industrial & warehouse
235,875
15,081
16,539
255
267,750
Other
555,411
16,547
29,658
—
601,616
Real estate—construction
89,726
—
—
—
89,726
Commercial business
133,265
8,954
44,687
7
186,913
Trade finance
6,348
226
3,368
—
9,942
Consumer and other
154,352
43
6,414
215
161,024
Subtotal
$
2,314,741
$
55,494
$
163,429
$
479
$
2,534,143
Total
$
10,751,731
$
196,082
$
344,060
$
587
$
11,292,460
29
Table of Contents
As of December 31, 2017
Pass/
Not Rated
Special
Mention
Substandard
Doubtful
Total
(Dollars in thousands)
Legacy Loans:
Real estate—residential
$
33,557
$
1,147
$
1,439
$
—
$
36,143
Real estate—commercial
Retail
1,640,809
32,723
17,856
—
1,691,388
Hotel & motel
1,224,597
19,358
8,877
—
1,252,832
Gas station & car wash
737,485
9,013
590
—
747,088
Mixed use
421,755
4,581
1,477
—
427,813
Industrial & warehouse
577,344
16,716
24,317
—
618,377
Other
1,133,188
30,030
53,995
—
1,217,213
Real estate—construction
219,583
—
3,052
—
222,635
Commercial business
1,389,043
35,640
65,912
—
1,490,595
Trade finance
152,583
2,200
1,372
—
156,155
Consumer and other
477,370
5
908
—
478,283
Subtotal
$
8,007,314
$
151,413
$
179,795
$
—
$
8,338,522
Acquired Loans:
Real estate—residential
$
13,369
$
262
$
—
$
—
$
13,631
Real estate—commercial
Retail
630,555
6,921
20,797
—
658,273
Hotel & motel
275,191
4,247
24,987
—
304,425
Gas station & car wash
194,063
2,872
8,992
—
205,927
Mixed use
94,864
5,725
14,738
—
115,327
Industrial & warehouse
250,049
14,973
16,358
265
281,645
Other
568,545
19,848
33,335
—
621,728
Real estate—construction
93,777
—
—
—
93,777
Commercial business
236,705
8,593
44,964
12
290,274
Trade finance
7,455
—
3,054
—
10,509
Consumer and other
162,495
37
6,202
85
168,819
Subtotal
$
2,527,068
$
63,478
$
173,427
$
362
$
2,764,335
Total
$
10,534,382
$
214,891
$
353,222
$
362
$
11,102,857
The Company may reclassify loans held for investment to loans held for sale in the event that the Company plans to sell loans that were originated with the intent to hold to maturity. Loans transferred from held to investment to held for sale are carried at the lower of cost or fair value. The breakdown of loans by type that were reclassified from held to investment to held for sale for the
three
months ended
March 31, 2018
and
2017
is presented in the following table:
Three Months Ended March 31,
2018
2017
Transfer of loans receivable to held for sale
(Dollars in thousands)
Real estate - commercial
$
—
$
8,699
Commercial business
—
752
Consumer
6,155
—
Total
$
6,155
$
9,451
The adequacy of the allowance for loan losses is determined by management based upon an evaluation and review of the credit quality of the loan portfolio, consideration of historical loan loss experience, relevant internal and external factors that affect the collection of a loan, and other pertinent factors.
30
Table of Contents
Migration analysis is a formula methodology derived from the Bank’s actual historical net charge off experience for each loan class (type) or pool and risk grade. The migration analysis is centered on the Bank’s internal credit risk rating system. Management’s internal loan review and external contracted credit review examinations are used to determine and validate loan risk grades. This credit review system takes into consideration factors such as: borrower’s background and experience; historical and current financial condition; credit history and payment performance; economic conditions and their impact on various industries; type, fair value and volatility of the fair value of collateral; lien position; and the financial strength of any guarantors.
A general loan loss allowance is provided on loans not specifically identified as impaired (“non-impaired loans”). The Bank’s general loan loss allowance has two components: quantitative and qualitative risk factors. The quantitative risk factors are based on the migration analysis methodology described above. The loans are classified by class and risk grade, and the historical loss migration is tracked for the various classes. Loss experience is quantified for a specified period and then weighted to place more significance on the most recent losses. That loss experience is then applied to the stratified portfolio at the end of each quarter. The Company utilizes nineteen non-homogeneous loan pools in the quantitative analysis process. The non-impaired commercial real estate loan portfolio is stratified into fourteen different loan pools based on property types and the non-impaired commercial and industrial loan portfolio is stratified into five different loan pools based on loan type in order to allocate historic loss experience to more granular loan pools.
Additionally, in order to systematically quantify the credit risk impact of other trends and changes within the loan portfolio, the Bank utilizes qualitative adjustments to the migration analysis within established parameters. The parameters for making adjustments are established under a Credit Risk Matrix that provides seven possible scenarios for each of the factors below. The matrix allows for up to three positive (Major, Moderate, and Minor), three negative (Major, Moderate, and Minor), and one neutral credit risk scenarios within each factor for each loan type or pool. However, if information exists to warrant adjustment to the migration analysis, changes are made in accordance with the established parameters supported by narrative and/or statistical analysis. The Credit Risk Matrix and the nine possible scenarios enable the Bank to qualitatively adjust the Loss Migration Ratio by as much as
50
basis points in either direction (positive or negative) for each loan type pool. This matrix considers the following nine factors, which are patterned after the guidelines provided under the FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses:
•
Changes in lending policies and procedures, including underwriting standards and collection, charge off, and recovery practices;
•
Changes in national and local economic and business conditions and developments, including the condition of various market segments;
•
Changes in the nature and volume of the loan portfolio;
•
Changes in the experience, ability and depth of lending management and staff;
•
Changes in the trends of the volume and severity of past due loans, classified loans, nonaccrual loans, troubled debt restructurings and other loan modifications;
•
Changes in the quality of the loan review system and the degree of oversight by the Directors;
•
Changes in the value of underlying collateral for collateral-dependent loans;
•
The existence and effect of any concentrations of credit and changes in the level of such concentrations; and
•
The effect of external factors, such as competition and legal and regulatory requirements, on the level of estimated losses in the loan portfolio.
The Company also establishes specific loss allowances for loans that have identified potential credit risk conditions or circumstances related to a specific individual credit. The specific allowance amounts are determined in accordance with ASC 310-10-35-22, “Measurement of Impairment.” The loans identified as impaired will be accounted for in accordance with one of the three acceptable valuation methods: 1) the present value of future cash flows discounted at the loan’s effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral, if the loan is collateral dependent. For the collateral dependent impaired loans, management obtains a new appraisal to determine the amount of impairment as of the date that the loan became impaired. The appraisals are based on an “as is” valuation. To ensure that appraised values remain current, management either obtains updated appraisals every twelve months from a qualified independent appraiser or an internal evaluation of the collateral is performed by qualified personnel. If the third party market data indicates that the value of the collateral property has declined since the most recent valuation date, management adjusts the value of the property downward to reflect current market conditions. If the fair value of the collateral is less than the recorded amount of the loan, management recognizes impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses. If an impaired loan is expected to be collected through liquidation or operation of the underlying collateral, the loan is deemed to be collateral dependent and the amount of impairment is charged off against the allowance for loan losses.
31
Table of Contents
The Company considers a loan to be impaired when it is probable that not all amounts due (principal and interest) will be collectible in accordance with the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The significance of payment delays and payment shortfalls is determined on a case-by-case basis by taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
For commercial business loans, real estate loans, and certain consumer loans, management bases the measurement of loan impairment on the present value of the expected future cash flows, discounted at the loan’s effective interest rate, or on the fair value of the loan’s collateral if the loan is collateral dependent. Management evaluates most consumer loans for impairment on a collective basis because these loans generally have smaller balances and are homogeneous in the underwriting of terms and conditions and in the types of collateral. If a loan is deemed to be impaired, the amount of the impairment is supported by a specific allowance amount which is included in the allowance for loan losses through a charge to the provision for loan losses.
For PCI loans, the allowance for loan losses is based upon expected cash flows for these loans. To the extent that a deterioration in borrower’s credit quality results in a decrease in expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on an estimate of future credit losses over the remaining life of the loans. Credit for loan losses on acquired loans for the
three
months ended
March 31, 2018
was
$2.2 million
of which included
$225 thousand
in provision for loan losses related to PCI loans. Provision for loan losses on acquired loans for the
three
months ended
March 31, 2017
was
$1.9 million
of which included
$734 thousand
in credit for loan losses related to PCI loans.
The following table presents breakdown of loans by impairment method at
March 31, 2018
and
December 31, 2017
:
As of March 31, 2018
Real Estate -
Residential
Real Estate -
Commercial
Real Estate -
Construction
Commercial
Business
Trade
Finance
Consumer
and Other
Total
(Dollars in thousands)
Impaired loans
(recorded investment)
$
—
$
69,568
$
1,300
$
49,087
$
5,965
$
2,148
$
128,068
Specific allowance
$
—
$
7,233
$
—
$
4,257
$
—
$
24
$
11,514
Specific allowance to impaired loans
N/A
10.40
%
—
%
8.67
%
—
%
1.12
%
8.99
%
Other loans
$
47,662
$
8,110,969
$
299,654
$
1,769,204
$
183,430
$
753,473
$
11,164,392
General allowance
$
49
$
51,405
$
338
$
17,438
$
1,805
$
3,912
$
74,947
General allowance to other loans
0.10
%
0.63
%
0.11
%
0.99
%
0.98
%
0.52
%
0.67
%
Total loans
$
47,662
$
8,180,537
$
300,954
$
1,818,291
$
189,395
$
755,621
$
11,292,460
Total allowance for loan losses
$
49
$
58,638
$
338
$
21,695
$
1,805
$
3,936
$
86,461
Total allowance to total loans
0.10
%
0.72
%
0.11
%
1.19
%
0.95
%
0.52
%
0.77
%
32
Table of Contents
As of December 31, 2017
Real Estate -
Residential
Real Estate -
Commercial
Real Estate -
Construction
Commercial
Business
Trade
Finance
Consumer
and Other
Total
(Dollars in thousands)
Impaired loans
(recorded investment)
$
—
$
53,980
$
1,300
$
50,055
$
6,935
$
2,079
$
114,349
Specific allowance
$
—
$
1,624
$
—
$
3,661
$
3
$
35
$
5,323
Specific allowance to impaired loans
N/A
3.01
%
N/A
7.31
%
0.04
%
1.68
%
4.66
%
Other loans
$
49,774
$
8,088,056
$
315,112
$
1,730,814
$
159,729
$
645,023
$
10,988,508
General allowance
$
88
$
56,040
$
930
$
17,094
$
1,713
$
3,353
$
79,218
General allowance to other loans
0.18
%
0.69
%
0.30
%
0.99
%
1.07
%
0.52
%
0.72
%
Total loans
$
49,774
$
8,142,036
$
316,412
$
1,780,869
$
166,664
$
647,102
$
11,102,857
Total allowance for loan losses
$
88
$
57,664
$
930
$
20,755
$
1,716
$
3,388
$
84,541
Total allowance to total loans
0.18
%
0.71
%
0.29
%
1.17
%
1.03
%
0.52
%
0.76
%
Under certain circumstances, the Company provides borrowers relief through loan modifications. These modifications are either temporary in nature (“temporary modifications”) or are more substantive. The temporary modifications generally consist of interest only payments for a three to six month period, whereby principal payments are deferred. At the end of the modification period, the remaining principal balance is re-amortized based on the original maturity date. Loans subject to temporary modifications are generally downgraded to Special Mention or Substandard. At the end of the modification period, the loan either 1) returns to the original contractual terms; 2) is further modified and accounted for as a troubled debt restructuring in accordance with ASC 310-10-35; or 3) is disposed of through foreclosure or liquidation.
Troubled Debt Restructurings (“TDRs”) of loans are defined by ASC 310-40, “Troubled Debt Restructurings by Creditors” and evaluated for impairment in accordance with ASC 310-10-35. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the amount of principal amortization, forgiveness of a portion of a loan balance or accrued interest, or extension of the maturity date. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed on the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Bank’s internal underwriting policy. At
March 31, 2018
, total TDR loans were
$80.1 million
, compared to
$78.5 million
at
December 31, 2017
.
A summary of the recorded investment of TDRs on accrual and nonaccrual status by type of concession as of
March 31, 2018
and
December 31, 2017
is presented below:
As of March 31, 2018
TDRs on Accrual Status
TDRs on Nonaccrual Status
Total
Real Estate
Commercial Business
Other
Total
Real Estate
Commercial Business
Other
Total
(Dollars in thousands)
Payment concession
$
16,280
$
219
$
—
$
16,499
$
7,105
$
286
$
—
$
7,391
$
23,890
Maturity / amortization concession
11,778
18,506
6,400
36,684
689
11,173
139
12,001
48,685
Rate concession
5,396
916
101
6,413
1,050
18
—
1,068
7,481
Total
$
33,454
$
19,641
$
6,501
$
59,596
$
8,844
$
11,477
$
139
$
20,460
$
80,056
33
Table of Contents
As of December 31, 2017
TDRs on Accrual Status
TDRs on Nonaccrual Status
Total
Real Estate
Commercial Business
Other
Total
Real Estate
Commercial Business
Other
Total
(Dollars in thousands)
Payment concession
$
22,550
$
376
$
—
$
22,926
$
3,071
$
170
$
—
$
3,241
$
26,167
Maturity / amortization concession
4,768
25,584
7,442
37,794
1,536
5,264
98
6,898
44,692
Rate concession
5,444
996
90
6,530
1,083
18
—
1,101
7,631
Total
$
32,762
$
26,956
$
7,532
$
67,250
$
5,690
$
5,452
$
98
$
11,240
$
78,490
TDRs on accrual status are comprised of loans that were accruing at the time of restructuring and for which the Bank anticipates full repayment of both principal and interest under the restructured terms. TDRs that are on nonaccrual status can be returned to accrual status after a period of sustained performance, generally determined to be six months of timely payments as modified. Sustained performance includes the periods prior to the modification if the prior performance met or exceeded the modified terms. TDRs on accrual status at
March 31, 2018
were comprised of
26
commercial real estate loans totaling
$33.5 million
,
31
commercial business loans totaling
$19.6 million
, and
47
other loans totaling
$6.5 million
. TDRs on accrual status at
December 31, 2017
were comprised of
24
commercial real estate loans totaling
$32.8 million
,
27
commercial business loans totaling
$27.0 million
and
56
other loans totaling
$7.5 million
. The Company expects that TDRs on accrual status as of
March 31, 2018
, which were all performing in accordance with their restructured terms, to continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. TDRs that were restructured at market interest rates and had sustained performance as agreed under the modified loan terms may be reclassified as non-TDRs after each year end but are reserved for under ASC 310-10.
The Company has allocated
$5.3 million
and
$4.8 million
of specific reserves to TDRs as of
March 31, 2018
and
December 31, 2017
, respectively.
34
Table of Contents
The following table presents the recorded investment of loans classified as TDRs within the
three
months ended
March 31, 2018
and
2017
by class of loans:
Three Months Ended March 31, 2018
Three Months Ended March 31, 2017
Number of
Loans
Pre-
Modification
Post-
Modification
Number of
Loans
Pre-
Modification
Post-
Modification
(Dollars in thousands)
Legacy Loans:
Real estate—residential
—
$
—
$
—
—
$
—
$
—
Real estate—commercial
Retail
1
15
15
—
—
—
Hotel & motel
—
—
—
—
—
—
Gas station & car wash
—
—
—
—
—
—
Mixed use
—
—
—
—
—
—
Industrial & warehouse
1
2,113
2,113
—
—
—
Other
1
1,240
1,240
1
482
482
Real estate—construction
—
—
—
—
—
—
Commercial business
3
3,659
3,659
2
1,681
1,218
Trade finance
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
Subtotal
6
$
7,027
$
7,027
3
$
2,163
$
1,700
Acquired Loans:
Real estate—residential
—
$
—
$
—
—
$
—
$
—
Real estate—commercial
Retail
1
213
213
—
—
—
Hotel & motel
—
—
—
—
—
—
Gas station & car wash
—
—
—
—
—
—
Mixed use
1
2,725
2,725
—
—
—
Industrial & warehouse
—
—
—
—
—
—
Other
1
1,055
1,055
1
93
97
Real estate—construction
—
—
—
—
—
—
Commercial business
2
133
133
2
649
561
Trade finance
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
Subtotal
5
$
4,126
$
4,126
3
$
742
$
658
Total
11
$
11,153
$
11,153
6
$
2,905
$
2,358
For TDRs modified during the
three months ended March 31, 2018
, the Company recorded
$78 thousand
in specific reserves. There were
no
charge offs of TDR loans modified during the
three
months ended
March 31, 2018
. For TDR loans modified during the
three
months ended
March 31, 2017
, the Company recorded
$2 thousand
in specific reserves. Total charge offs of TDR loans modified during the
three
months ended
March 31, 2017
totaled
$131 thousand
.
35
Table of Contents
The following table presents loans modified as TDRs within the previous twelve months ended
March 31, 2018
and
March 31, 2017
that subsequently had payment defaults during the
three
months ended
March 31, 2018
and
March 31, 2017
:
Three Months Ended March 31, 2018
Three Months Ended March 31, 2017
Number of Loans
Balance
Number of Loans
Balance
(Dollars in thousands)
Legacy Loans:
Real estate—commercial
Retail
1
$
625
—
$
—
Hotel & motel
—
—
—
—
Gas station & car wash
—
—
—
—
Mixed Use
—
—
—
—
Industrial & warehouse
—
—
—
—
Other
—
—
—
—
Real estate—construction
—
—
—
—
Commercial business
—
—
1
102
Trade finance
—
—
—
—
Consumer and other
—
—
—
—
Subtotal
1
$
625
1
$
102
Acquired Loans:
Real estate—commercial
Retail
—
$
—
—
$
—
Hotel & motel
—
—
—
—
Gas station & car wash
—
—
—
—
Mixed Use
—
—
—
—
Industrial & warehouse
—
—
—
—
Other
1
3,042
—
—
Real estate—construction
—
—
—
—
Commercial business
—
—
1
11
Trade finance
—
—
—
—
Consumer and other
—
—
—
—
Subtotal
1
$
3,042
1
$
11
Total
2
$
3,667
2
$
113
A loan is considered to be in payment default once it is
30
days contractually past due under the modified terms. As of
March 31, 2018
, there were
no
specific reserves for the TDRs that had payment defaults during the
three
months ended
March 31, 2018
. There were
no
charge offs for TDR loans that had payment defaults during the
three
months ended
March 31, 2018
.
There was
one
Real Estate Commercial Legacy Loan totaling
$625 thousand
that subsequently defaulted during the
three
months ended
March 31, 2018
that was modified through a maturity concession. There was
one
Real Estate Commercial Acquired Loan totaling
$3.0 million
that subsequently defaulted during the
three
months ended
March 31, 2018
that was modified through a payment concession.
As of
March 31, 2017
, the specific reserves totaled
$10 thousand
for the TDRs that had payment defaults during the
three
months ended
March 31, 2017
. There were
no
charge offs for TDR loans that had payment defaults during the
three
months ended
March 31, 2017
.
There was
one
commercial business Legacy Loan totaling
$102 thousand
that subsequently defaulted during the
three
months ended
March 31, 2017
that was modified through payment concession. There was
one
commercial business Acquired Loan totaling
$11 thousand
that subsequently defaulted during the three months ended
March 31, 2017
that was modified through payment concession.
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8. Deposits
The aggregate amount of time deposits in denominations of more than $250 thousand at
March 31, 2018
and
December 31, 2017
, was
$1.38 billion
and
$1.28 billion
, respectively. Included in time deposits of more than $250 thousand were
$300.0 million
in California State Treasurer’s deposits at
March 31, 2018
and
December 31, 2017
. The California State Treasurer’s deposits are subject to withdrawal based on the State’s periodic evaluations. The Company is required to pledge eligible collateral of at least 110% of outstanding deposits. At
March 31, 2018
and
December 31, 2017
, securities with carrying values of approximately
$337.5 million
and
$337.7 million
, respectively, were pledged as collateral for the California State Treasurer’s deposit.
The Company also utilizes brokered deposits as a secondary source of funds. Total brokered deposits at
March 31, 2018
and
December 31, 2017
, totaled
$1.11 billion
and
$797.0 million
, respectively. Brokered deposits at
March 31, 2018
consisted of
$289.3 million
in money market and NOW accounts and
$816.0 million
in time deposits accounts. Brokered deposits at
December 31, 2017
consisted of
$258.5 million
in money market and NOW accounts and
$538.5 million
in time deposit accounts.
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Table of Contents
9. Borrowings
The Company maintains a line of credit with the FHLB of San Francisco for use as a secondary source of funds. The borrowing capacity with the FHLB is limited to the lower of
25%
of the Bank’s total assets or the Bank’s collateral capacity, which was
$3.55 billion
at
March 31, 2018
, and
$3.54 billion
at
December 31, 2017
. The terms of this credit facility require the Company to pledge eligible collateral with the FHLB equal to at least
100%
of outstanding advances.
At
March 31, 2018
and
December 31, 2017
, real estate secured loans with a carrying amount of approximately
$5.68 billion
and
$4.91 billion
, respectively, were pledged at the FHLB. At
March 31, 2018
and
December 31, 2017
, other than FHLB stock, no securities were pledged as collateral at FHLB. The purchase of FHLB stock is a prerequisite to become a member of the FHLB system, and the Company is required to own a certain amount of stock based on outstanding borrowings.
At
March 31, 2018
and
December 31, 2017
, FHLB advances totaling
$862.3 million
and
$1.16 billion
, respectively had weighted average effective interest rates of
1.73%
and
1.63%
, respectively, and had various maturities through
December 2022
. The effective interest rate of FHLB advances as of
March 31, 2018
ranged between
0.94%
and
2.39%
. At
March 31, 2018
, the Company’s remaining borrowing capacity with the FHLB was
$2.67 billion
.
At
December 31, 2017
, the Company also had
$69.9 million
in overnight federal funds purchased from lines at other banks. There were
no
federal funds purchased from other banks at
March 31, 2018
.
At
March 31, 2018
, the contractual maturities for FHLB advances were as follows:
March 31, 2018
Scheduled maturities in:
(Dollars in thousands)
2018
$
65,000
2019
322,346
2020
185,000
2021
145,000
2022 and thereafter
145,000
Total
$
862,346
As a member of the FRB system, the Bank may also borrow from the FRB of San Francisco. The maximum amount that the Bank may borrow from the FRB’s discount window is up to
95%
of the outstanding principal balance of the qualifying loans and the fair value of the securities that are pledged. At
March 31, 2018
, the outstanding principal balance of the qualifying loans was
$606.9 million
, and
no
investment securities were pledged. There were
no
borrowings outstanding at the FRB discount window as of
March 31, 2018
and
December 31, 2017
.
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Table of Contents
10. Subordinated Debentures
At
March 31, 2018
, the Company had nine wholly owned subsidiary grantor trusts that had issued
$126.0 million
of pooled trust preferred securities. Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the “Debentures”). The Debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company now has the right to redeem the Debentures in whole (but not in part) on a quarterly basis at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the debentures for up to
five
years.
The following table is a summary of trust preferred securities and Debentures at
March 31, 2018
:
Issuance Trust
Issuance
Date
Trust
Preferred
Security
Amount
Carrying
Value of
Debentures
Rate
Type
Current Rate
Maturity
Date
(Dollars in thousands)
Nara Capital Trust III
06/05/2003
$
5,000
$
5,155
Variable
5.27%
06/15/2033
Nara Statutory Trust IV
12/22/2003
5,000
5,155
Variable
4.57%
01/07/2034
Nara Statutory Trust V
12/17/2003
10,000
10,310
Variable
5.13%
12/17/2033
Nara Statutory Trust VI
03/22/2007
8,000
8,248
Variable
3.77%
06/15/2037
Center Capital Trust I
12/30/2003
18,000
13,875
Variable
4.57%
01/07/2034
Wilshire Statutory Trust II
03/17/2005
20,000
15,366
Variable
3.97%
03/17/2035
Wilshire Statutory Trust III
09/15/2005
15,000
10,812
Variable
3.52%
09/15/2035
Wilshire Statutory Trust IV
07/10/2007
25,000
17,548
Variable
3.50%
09/15/2037
Saehan Capital Trust I
03/30/2007
20,000
14,648
Variable
3.93%
06/30/2037
Total
$
126,000
$
101,117
The Company’s investment in the common trust securities of the issuer trusts was
$3.9 million
at
March 31, 2018
and is included in other assets. Although the subordinated debt issued by the trusts is not included as a component of stockholders’ equity in the consolidated balance sheets, the debt is treated as capital for regulatory purposes. The trust preferred security debt issuances are includable in Tier I capital up to a maximum of
25%
of capital on an aggregate basis. Any amount that exceeds
25%
qualifies as Tier 2 capital.
Under the “Merger and Acquisition Transition Provisions” in BASEL III, if a depository institution holding company of $15 billion or more acquires a depository institution holding company with total consolidated assets of less than $15 billion as of December 31, 2009, the non-qualifying capital instruments of the resulting organization will be subject to a phase-out schedule. The phase-out schedule ended in 2016 and therefore in accordance with BASEL III, the Company’s subordinated debenture will no longer qualify for Tier 1 treatment once the Company exceeds total consolidated assets of $15 billion or more since the Company had acquisitions subsequent to December 31, 2009. The subordinated debentures will be still be eligible for Tier 2 inclusion once the Company exceeds $15 billion or more in total consolidated assets.
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Table of Contents
11. Derivative Financial Instruments
The Company offers a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Lastly, an identical offsetting swap is entered into by the Company with a correspondent bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. The changes in fair value are recognized in the income statement in other income and fees.
At
March 31, 2018
and
December 31, 2017
, the following interest rate swaps related to the Company’s loan hedging program were outstanding:
As of March 31, 2018
As of December 31, 2017
(Dollars in thousands)
Interest rate swaps on loans with loan customers:
Notional amount
$
299,894
$
274,156
Weighted average remaining term
7.0 years
7.3 years
Received fixed rate (weighted average)
4.41
%
4.34
%
Pay variable rate (weighted average)
4.03
%
3.74
%
Estimated fair value
$
(8,112
)
$
(2,838
)
Back to back interest rate swaps with correspondent banks:
Notional amount
$
299,894
$
274,156
Weighted average remaining term
7.0 years
7.3 years
Received variable rate (weighted average)
4.03
%
3.74
%
Pay fixed rate (weighted average)
4.41
%
4.34
%
Estimated fair value
$
8,112
$
2,838
The Company enters into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with the fluctuation of interest rates. Changes in fair value are recorded as mortgage banking revenue. Residential mortgage loans funded with interest rate lock commitments and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives. At
March 31, 2018
, the Company had approximately
$8.0 million
in interest rate lock commitments and total forward sales commitments for the future delivery of residential mortgage loans. At
December 31, 2017
, the Company had approximately
$4.8 million
in interest rate lock commitments and total forward sales commitments for the future delivery of residential mortgage loans.
The following table reflects the notional amount and fair value of mortgage banking derivatives for the dates indicated:
As of March 31, 2018
As of December 31, 2017
Notional Amount
Fair Value
Notional Amount
Fair Value
(Dollars in thousands)
Assets:
Interest rate lock commitments
$
6,989
$
47
$
4,795
$
25
Forward sale contracts related to mortgage banking
$
2,215
$
14
$
2,452
$
8
Liabilities:
Interest rate lock commitments
$
980
$
3
$
—
$
—
Forward sale contracts related to mortgage banking
$
5,754
$
11
$
2,343
$
5
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12. Commitments and Contingencies
In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk that are used to meet the financing needs of customers. These financial instruments include commitments to extend credit, standby letters of credit, commercial letters of credit, commitments to fund investments in affordable housing partnerships, mortgage derivatives, and operating lease commitments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The Company’s exposure to credit loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as the Company does for extending loan facilities to customers. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on the Company’s credit evaluation of the counterparty. The types of collateral that the Company may hold can vary and may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.
Commitments at
March 31, 2018
and
December 31, 2017
are summarized as follows:
March 31, 2018
December 31, 2017
(Dollars in thousands)
Commitments to extend credit
$
1,877,130
$
1,526,981
Standby letters of credit
73,069
74,748
Other letters of credit
67,695
74,147
Commitments to fund investments in affordable housing partnerships
35,495
38,467
Interest rate lock
7,969
4,795
Forward sale commitments
7,969
4,795
Operating lease commitments
63,466
66,698
In the normal course of business, the Company is involved in various legal claims. The Company has reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the potential outcome of the claims. Loss contingencies for all legal claims totaled
$420 thousand
at
March 31, 2018
and
$414 thousand
at
December 31, 2017
. It is reasonably possible the Company may incur losses in addition to the amounts currently accrued. However, at this time, the Company is unable to estimate the range of additional losses that are reasonably possible because of a number of factors, including the fact that certain of these litigation matters are still in their early stages and involve claims that the Company believes have little to no merit. Management has considered these and other possible loss contingencies and does not expect the amounts to be material to the consolidated financial statements.
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Table of Contents
13. Goodwill, Intangible Assets, and Servicing Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. At December 31, 2017, management assessed the qualitative factors related to intangible assets and goodwill and for the year to determine whether it was more-likely-than-not that the fair value was less than its carrying amount. Based on the analysis of these factors, management determined that it was more-likely-than-not that intangible assets were not impaired and that the fair value of goodwill exceeded the carrying value and that the two-step goodwill impairment test was not needed. Goodwill is not amortized for book purposes and is not tax deductible.
The carrying amount of the Company’s goodwill as of
March 31, 2018
and
December 31, 2017
was
$464.5 million
. There was
no
impairment of goodwill during the
three
months ended
March 31, 2018
.
Core deposit intangible assets are amortized over their estimated lives, which range from
seven to ten
years. Amortization expense related to core deposit intangible assets totaled
$615 thousand
and
$676 thousand
for the
three
months ended
March 31, 2018
and
2017
, respectively. The following table provides information regarding the core deposit intangibles at
March 31, 2018
:
As of March 31, 2018
Core Deposit Intangibles Related To:
Amortization Period
Gross
Carrying
Amount
Accumulated
Amortization
(Dollars in thousands)
Center Financial acquisition
7 years
$
4,100
$
(3,999
)
PIB acquisition
7 years
604
(546
)
Foster acquisition
10 years
2,763
(1,700
)
Wilshire acquisition
10 years
18,138
(3,453
)
Total
$
25,605
$
(9,698
)
Servicing assets are recognized when SBA and residential mortgage loans are sold with servicing retained with the income statement effect recorded in gains on sales of loans. Servicing assets are initially recorded at fair value based on the present value of the contractually specified servicing fee, net of servicing costs, over the estimated life of the loan, using a discount rate. The Company’s servicing costs approximates the industry average servicing costs of
40
basis points. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Management periodically evaluates servicing assets for impairment based upon the fair value of the rights as compared to the carrying amount. Impairment is determined by stratifying rights into groupings based on loan type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. As of
March 31, 2018
and
December 31, 2017
, the Company did not have a valuation allowance for servicing assets.
The changes in servicing assets for the
three months ended March 31, 2018
and
2017
were as follows:
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Balance at beginning of period
$
24,710
$
26,457
Additions through originations of servicing assets
1,716
1,296
Amortization
(1,560
)
(1,812
)
Balance at end of period
$
24,866
$
25,941
Loans serviced for others are not reported as assets. The principal balances of loans serviced for other institutions were
$1.54 billion
as of
March 31, 2018
and
$1.51 billion
as of
December 31, 2017
.
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Table of Contents
The Company utilizes the discounted cash flow method to calculate the initial excess servicing assets. The inputs used in determining the impairment of the servicing assets at
March 31, 2018
and
December 31, 2017
are presented below.
March 31, 2018
December 31, 2017
SBA Servicing Assets:
Weighted-average discount rate
11.52%
11.13%
Constant prepayment rate
9.51%
8.38%
Mortgage Servicing Assets:
Weighted-average discount rate
10.13%
9.63%
Constant prepayment rate
7.69%
9.05%
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Table of Contents
14. Income Taxes
For the
three months ended March 31, 2018
, the Company had an income tax provision totaling
$17.7 million
on pretax income of
$69.0 million
, representing an effective tax rate of
25.71%
, compared with an income tax provision of
$23.0 million
on pretax income of
$59.2 million
, representing an effective tax rate of
38.84%
for the
three months ended March 31, 2017
. The reduction in effective tax rate for
2018
compared to
2017
was primarily due to the reduction of federal income tax rate from 35% to 21% under comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”) effective as of December 22, 2017 and the increase in affordable housing partnership investment tax credits for the
three
months ended
March 31, 2018
compared to the same periods in
2017
.
As of March 31, 2018, the Company believes it has reasonably estimated the effects of the Tax Act by recording a provisional income tax expense of
$25.4 million
for the year ended December 31, 2017 in accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”). As required by SAB 118, the Company will continue to evaluate and re-measure the impact of the Tax Act on deferred tax amounts that existed at December 31, 2017 and record appropriate income tax provision amounts in 2018. As a result of this process through the first quarter of 2018, the Company recorded an additional provisional income tax provision expense of
$16 thousand
in the income tax provision for the quarter ended March 31, 2018.
The Company and its subsidiaries are subject to U.S. federal income tax, as well as state income taxes. The Company had total unrecognized tax benefits of
$2.1 million
at
March 31, 2018
and
$2.1 million
at
December 31, 2017
that relate to uncertainties associated with federal and state income tax matters. The Company recognizes interest and penalties on income tax matters in income tax expense. The Company recorded approximately
$372 thousand
and
$348 thousand
, for accrued interest (
no
portion was related to penalties) at
March 31, 2018
and
December 31, 2017
, respectively.
Management believes it is reasonably possible that the unrecognized tax benefits may decrease by
$2.1 million
in the next twelve months due to a settlement with the state tax authorities.
The statute of limitations for the assessment of income taxes related to the consolidated federal income tax returns is closed for all tax years up to and including 2013. The expiration of the statute of limitations for the assessment of income and franchise taxes related to the various state income and franchise tax returns varies by state. The Company is currently under examination by the California Franchise Tax Board (FTB) for the 2011, 2012 and 2013 tax years and by the New York State Department of Taxation and Finance for the 2013, 2014, and 2015 tax years. Wilshire Bancorp, Inc., an acquired entity, is currently under examination by the FTB for the 2011, 2012, and 2013 tax years. While the outcome of the examinations is unknown, the Company expects no material adjustments.
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities (without regard to certain changes to deferred taxes). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of deferred tax assets, management evaluates both positive and negative evidence, including the existence of any cumulative losses in the current year and the prior two years, the amount of taxes paid in available carry-back years, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. This analysis is updated quarterly and adjusted as necessary. Based on the analysis, the Company has determined that a valuation allowance for deferred tax assets was not required as of
March 31, 2018
.
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15. Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value. The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for any blockage factor (i.e., size of the position relative to trading volume).
Level 2 - Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Pricing inputs are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The Company uses the following methods and assumptions in estimating fair value disclosures for financial instruments. Financial assets and liabilities recorded at fair value on a recurring and non-recurring basis are listed as follows:
Securities Available for Sale
The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
The fair values of the Company’s Level 3 securities available for sale were measured using an income approach valuation technique. The primary inputs and assumptions used in the fair value measurement were derived from the securities’ underlying collateral, which included discount rates, prepayment speeds, payment delays, and an assessment of the risk of default of the underlying collateral, among other factors. Significant increases or decreases in any of the inputs or assumptions would result in a significant increase or decrease in the fair value measurement.
Equity Investments
The fair value of our equity investments which is comprised of mutual funds and equity stock is obtained from unadjusted quoted prices in active markets on the date of measurement and is therefore classified as Level 1.
Interest Rate Swaps
The Company offers interest rate swaps to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate swap with the customer. The Company also enters into an offsetting swap with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps is classified as Level 2.
Impaired Loans
The fair values of impaired loans are generally measured for impairment using the practical expedients permitted by FASB ASC 310-10-35 including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation, less costs to sell of 8.5%. For commercial and industrial and asset backed loans, independent valuations may be comprised of a 20-60% discount for eligible accounts receivable and a 50-70% discount for inventory. These result in a Level 3 classification.
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Table of Contents
Derivatives
The fair value of our derivative financial instruments is based on derivative valuation models using market data inputs as of the valuation date that can generally be verified and do not typically involve significant management judgments. (Level 2 inputs).
OREO
OREO is fair valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell of 8.5% and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted to lower of cost or market accordingly, based on the same factors identified above.
Loans held for sale
Loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments from investors, or based on recent comparable sales (Level 2 inputs), if available, and if not available, are based on discounted cash flows using current market rates applied to the estimated life and credit risk (Level 3 inputs) or may be assessed based upon the fair value of the collateral, which is obtained from recent real estate appraisals (Level 3 inputs). These appraisals may utilize a single valuation approach or a combination of approaches including the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in Level 3 classification of the inputs for determining fair value.
Mortgage banking derivatives
Mortgage banking derivative instruments consist of interest rate lock commitments and forward sale contracts that trade in liquid markets. The fair value is based on the prices available from third party investors. Due to the observable nature of the inputs used in deriving the fair value, the valuation of mortgage banking derivatives are classified as Level 2.
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements at the End of the Reporting Period Using
March 31, 2018
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Assets:
Securities available for sale:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations:
$
812,010
$
—
$
812,010
$
—
Mortgage-backed securities:
—
—
Residential
438,670
—
438,670
—
Commercial
363,781
—
363,781
—
Corporate securities
4,439
—
4,439
—
Municipal securities
80,415
—
79,336
1,079
Equity investments
25,476
25,476
—
—
Interest rate swaps
(8,112
)
—
(8,112
)
—
Mortgage banking derivatives
61
—
61
—
Liabilities:
Interest rate swaps
(8,112
)
—
(8,112
)
—
Mortgage banking derivatives
14
—
14
—
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Fair Value Measurements at the End of the Reporting Period Using
December 31, 2017
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Assets:
Securities available for sale:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations
$
838,709
$
—
$
838,709
$
—
Mortgage-backed securities:
Residential
471,214
—
471,214
—
Commercial
301,365
—
301,365
—
Corporate securities
4,475
—
4,475
—
Municipal securities
82,537
—
81,429
1,108
Mutual funds
21,603
21,603
—
—
Interest rate swaps
(2,838
)
—
(2,838
)
—
Mortgage banking derivatives
33
—
33
—
Liabilities:
Interest rate swaps
(2,838
)
—
(2,838
)
—
Mortgage banking derivatives
5
—
5
—
There were
no
transfers between Level 1, 2, and 3 during the
three
months ended
March 31, 2018
and
2017
.
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the
three
months ended
March 31, 2018
and
2017
:
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Beginning Balance
$
1,108
$
1,139
Total (losses) gains included in other comprehensive income
(29
)
(11
)
Ending Balance
$
1,079
$
1,128
47
Table of Contents
The Company measures certain assets at fair value on a non-recurring basis including impaired loans (excluding PCI loans), loans held for sale, and OREO. These fair value adjustments result from impairments recognized during the period, application of the lower of cost or fair value on loans held for sale, and the application of fair value less cost to sell on OREO.
Assets measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements at the End of the Reporting Period Using
March 31, 2018
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans
$
12,410
$
—
$
—
$
12,410
Commercial business
17,191
—
—
17,191
Consumer
66
—
—
66
OREO
5,450
—
—
5,450
Fair Value Measurements at the End of the Reporting Period Using
December 31, 2017
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans
$
6,086
$
—
$
—
$
6,086
Commercial business
3,320
—
—
3,320
Consumer
84
—
—
84
OREO
5,615
—
—
5,615
For assets measured at fair value on a non-recurring basis, the total net gains (losses), which include charge offs, recoveries, specific reserves, and recognized gains and losses on sales are summarized below:
For the Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans
$
(5,572
)
$
(2,002
)
Commercial business
(899
)
(974
)
Trade Finance
15
(712
)
Consumer
(315
)
(266
)
Loans held for sale, net
—
420
OREO
72
(595
)
48
Table of Contents
Fair Value of Financial Instruments
Carrying amounts and estimated fair values of financial instruments, not previously presented, at
March 31, 2018
and
December 31, 2017
were as follows:
March 31, 2018
Carrying
Amount
Estimated
Fair Value
Fair Value Measurement Using
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents
$
612,353
$
612,353
Level 1
Interest bearing deposits in other financial institutions and other investments
78,940
78,859
Level 2/3
Loans held for sale
33,689
36,298
Level 2
Loans receivable—net
11,206,022
11,193,282
Level 3
FHLB stock
28,966
N/A
N/A
Accrued interest receivable
29,154
29,154
Level 2/3
Servicing assets
24,866
27,511
Level 3
Customers’ liabilities on acceptances
1,220
1,220
Level 2
Financial Liabilities:
Noninterest bearing deposits
$
3,048,181
$
3,048,181
Level 2
Saving and other interest bearing demand deposits
3,687,674
3,687,674
Level 2
Time deposits
4,774,714
4,783,506
Level 2
FHLB advances
862,346
860,365
Level 2
Subordinated debentures
101,117
117,240
Level 2
Accrued interest payable
19,614
19,614
Level 2
Acceptances outstanding
1,220
1,220
Level 2
December 31, 2017
Carrying
Amount
Estimated
Fair Value
Fair Value Measurement Using
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents
$
492,000
$
492,000
Level 1
Interest bearing deposits in other financial institutions and other investments
53,366
52,960
Level 2/3
Loans held for sale
29,661
32,048
Level 2
Loans receivable—net
11,018,034
11,112,179
Level 3
FHLB stock
29,776
N/A
N/A
Accrued interest receivable
29,979
29,979
Level 2/3
Servicing assets
24,710
27,511
Level 3
Customers’ liabilities on acceptances
1,691
1,691
Level 2
Financial Liabilities:
Noninterest bearing deposits
$
2,998,734
$
2,998,734
Level 2
Saving and other interest bearing demand deposits
3,573,212
3,573,212
Level 2
Time deposits
4,274,663
4,263,585
Level 2
FHLB advances
1,157,693
1,220,529
Level 2
Federal funds purchased
69,900
69,900
Level 2
Subordinated debentures
100,853
100,853
Level 2
Accrued interest payable
15,961
15,961
Level 2
Acceptances outstanding
1,691
1,691
Level 2
49
Table of Contents
During the first quarter of 2018, the Company adopted ASU 2016-01, “
Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities
.” Among other things, the guidance requires the Company to base their fair value disclosures for financial instruments that are not measured at fair value in the financial statements on the exit price notion as opposed to an entry pricing notion. As of December 31, 2017, the Company used the entry prices to measure the fair value of certain assets and liabilities including loans, deposits, and subordinated debentures as permitted by ASC 820-10. However, upon adoption of ASU 2016-01, the Company now measures these assets and liabilities based on the exit price notion. Although the exit price notion represents the value that would be received to sell an asset or paid to transfer a liability, the actual price received for a sale of assets or paid to transfer liabilities could be different from exit price disclosed.
The methods and assumptions used to estimate fair value are described as follows:
The carrying amount is the estimated fair value for cash and cash equivalents, savings and other interest bearing demand deposits, customer’s and Bank’s liabilities on acceptances, noninterest bearing deposits, short-term debt, secured borrowings and variable rate loans or deposits that reprice frequently and fully. For loans the fair value is determined through a discounted cash flow analysis which incorporates probability of default and loss given default rates on an individual loan basis. The discount rate is based on the LIBOR Swap Rate for fixed rate loans, while variable loans start with the corresponding index rate and an adjustment was made on certain loans which considered factors such as servicing costs, capital charges, duration, asset type incremental costs, and use of projected cash flows. Residential real estate loans fair values included Fannie Mae and Freddie Mac prepayment speed assumptions or a third party index based on historical prepayment speeds. Fair value of time deposits is based discounted cash flow analysis using recent issuance rates over the prior three months and a market rate analysis of recent offering rates for retail products. Wholesale time deposits fair values incorporated brokered time deposit offering rates. The fair value of our debt is based on current rates for similar financing. It was not practicable to determine the fair value of FRB stock or FHLB stock due to restrictions placed on their transferability. The fair value of commitments to fund loans represents fees currently charged to enter into similar agreements with similar remaining maturities and is not presented herein. The fair value of these financial instruments is not material to the consolidated financial statements.
50
Table of Contents
16. Stockholders’ Equity
Total stockholders’ equity at
March 31, 2018
was
$1.95 billion
, compared to
$1.93 billion
at
December 31, 2017
.
The Company assumed certain warrants (related to the TARP Capital Purchase Plan) to purchase shares of the Company’s common stock. On May 20, 2015, the U.S. Treasury Department completed an auction to sell certain warrant positions, and the Company submitted the winning bid to repurchase an outstanding warrant to purchase
350,767
shares of the Company’s common stock. The Company repurchased this warrant for
$1.2 million
. As of
March 31, 2018
, the U.S. Treasury Department held
one
remaining warrant for the purchase of
20,520
shares of the Company’s common stock.
The Company paid a quarterly dividend of
$0.13
per common share for the
first
quarter of
2018
compared to
$0.12
per common share for the
first
quarter of
2017
.
The following table presents the quarterly changes to accumulated other comprehensive (loss) income for the
three
months ended
March 31, 2018
and
March 31, 2017
:
Three Months Ended,
March 31, 2018
March 31, 2017
(Dollars in thousands)
Balance at beginning of period
$
(21,781
)
$
(14,657
)
Unrealized loss on securities available for sale and interest only strips
(24,649
)
3,132
Tax effect
7,509
(1,324
)
Total other comprehensive (loss) income
$
(17,140
)
$
1,808
Reclassification to retained earnings per ASU 2016-01
281
—
Balance at end of period
$
(38,640
)
$
(12,849
)
During the first quarter of 2018, the Company adopted ASU 2016-01 “
Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.”
As a result of the adoption of ASU 2016-01, the Company no longer accounts for mutual funds as available-for-sale securities and accounts for these investments as equity investments with changes to fair value recorded through earnings. In accordance with ASU 2016-01, the Company reclassified
$281 thousand
in net unrealized losses included in other comprehensive income, net of taxes, as of December 31, 2017 to retained earnings on January 1, 2018. For the
three
months ended and
March 31, 2017
, there were
no
reclassifications out of accumulated other comprehensive (loss) income.
51
Table of Contents
17. Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material and adverse effect on the Company’s and the Bank’s business, financial condition and results of operation, such as restrictions on growth or the payment of dividends or other capital distributions or management fees. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
In July, 2013, the federal bank regulatory agencies adopted final regulations, which revised their risk-based and leverage capital requirements for banking organizations to meet requirements of Dodd-Frank and to implement Basel III international agreements reached by the Basel Committee. The final rules began for the Company and the Bank on January 1, 2015 and are subject to a phase-in period through January 1, 2019. The final rules that had an impact on the Company and the Bank include:
•
An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets;
•
A new category and a required 4.50% of risk-weighted assets ratio is established for “Common Equity Tier 1” as a subset of Tier 1 capital limited to common equity;
•
A minimum non-risk-based leverage ratio is set at 4.00%, eliminating a 3.00% exception for higher rated banks;
•
Changes in the permitted composition of Tier 1 capital to exclude trust preferred securities, mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available for sale debt and equity securities;
•
The risk-weights of certain assets for purposes of calculating the risk-based capital ratios are changed for high volatility commercial real estate acquisition, development and construction loans, certain past due non-residential mortgage loans and certain mortgage-backed and other securities exposures; and
•
A new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios is being phased in from 2016 to 2019 and must be met to avoid limitations on the ability of the B
ank to pay dividends, repurchase shares, or pay discretionary bonuses. The capital
conservation buffer for the Company was initially 0.625% in 2016, and increases 0.625% annually until 2019. As of
March 31, 2018
, the capital conservation buffer for the Company stood at 1.875%.
As of
March 31, 2018
, the ratios for the Company and the Bank are sufficient to meet the fully phased-in conservation buffer.
As of
March 31, 2018
and
December 31, 2017
, the most recent regulatory notification categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To generally be categorized as “well-capitalized”, the Bank must maintain minimum total risk-based, Tier I risk-based, common equity Tier 1, and Tier I leverage ratios as set forth in the following table. There are no conditions or events since the most recent notification from regulators that management believes has changed the institution’s category. As of
March 31, 2018
and
December 31, 2017
, the Company and the Bank met the capital adequacy requirements to which they are subject.
52
Table of Contents
The Company’s and the Bank’s capital amounts and ratios are presented in the table below for the dates indicated:
Actual
Required
For Capital
Adequacy Purposes
Minimum Capital Adequacy With Capital Conservation Buffer
Required
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
As of March 31, 2018
Common equity Tier 1 capital
(to risk weighted assets):
Company
$
1,502,969
12.35
%
$
547,772
4.50
%
$
776,010
6.375
%
N/A
N/A
Bank
$
1,580,728
12.99
%
$
547,470
4.50
%
$
775,582
6.375
%
$
790,790
6.50
%
Total capital
(to risk-weighted assets):
Company
$
1,687,281
13.86
%
$
973,817
8.00
%
$
1,202,055
9.875
%
N/A
N/A
Bank
$
1,667,824
13.71
%
$
973,280
8.00
%
$
1,201,392
9.875
%
$
1,216,600
10.00
%
Tier I capital
(to risk-weighted assets):
Company
$
1,600,185
13.15
%
$
730,362
6.00
%
$
658,601
7.875
%
N/A
N/A
Bank
$
1,580,728
12.99
%
$
729,960
6.00
%
$
775,582
7.875
%
$
973,280
8.00
%
Tier I capital
(to average assets):
Company
$
1,600,185
11.61
%
$
551,302
4.00
%
N/A
N/A
N/A
N/A
Bank
$
1,580,728
11.47
%
$
551,186
4.00
%
N/A
N/A
$
688,983
5.00
%
Actual
Required
For Capital
Adequacy Purposes
Minimum Capital Adequacy With Capital Conservation Buffer
Required
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
As of December 31, 2017
Common equity Tier 1 capital
(to risk weighted assets):
Company
$
1,471,193
12.30
%
$
538,435
4.50
%
$
688,000
5.75
%
N/A
N/A
Bank
$
1,548,401
12.95
%
$
538,178
4.50
%
$
687,672
5.75
%
$
777,368
6.50
%
Total capital
(to risk-weighted assets):
Company
$
1,653,521
13.82
%
$
957,217
8.00
%
$
1,106,782
9.25
%
N/A
N/A
Bank
$
1,633,778
13.66
%
$
956,761
8.00
%
$
1,106,255
9.25
%
$
1,195,951
10.00
%
Tier I capital
(to risk-weighted assets):
Company
$
1,568,144
13.11
%
$
717,913
6.00
%
$
867,478
7.25
%
N/A
N/A
Bank
$
1,548,401
12.95
%
$
717,571
6.00
%
$
687,672
7.25
%
$
956,761
8.00
%
Tier I capital
(to average assets):
Company
$
1,568,144
11.54
%
$
543,528
4.00
%
N/A
N/A
N/A
N/A
Bank
$
1,548,401
11.40
%
$
543,441
4.00
%
N/A
N/A
$
679,301
5.00
%
53
Table of Contents
18. Revenue Recognition
On January 1, 2018, the Company adopted ASU No. 2014-09 “
Revenue from Contracts with Customers
” (Topic 606) and all subsequent issued ASUs that are related to Topic 606. As stated in Note 2, Basis of Presentation, the implementation of the new standard did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period results were not adjusted and continue to be reported in accordance with previous accounting guidance under Topic 605.
Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also out of scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, and OREO related expenses. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Noninterest revenue streams in-scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts
Service charges on noninterest and interest bearing deposit accounts consist of monthly service charges, customer analysis charges, non-sufficient funds (“NSF”) charges, other deposit account related charges, and wire transfer fees. The Company’s performance obligation for account analysis charges and monthly service charges is generally satisfied, and the related revenue recognized, over the period in which the service is provided. NSF charges and other deposit account related charges are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Service charges on deposit accounts and wire transfers are summarized below:
Three Months Ended,
March 31, 2018
March 31, 2017
(Dollars in thousands)
Noninterest bearing deposit account income:
Monthly service charges
$
439
$
464
Customer analysis charges
2,024
2,179
NSF charges
2,091
2,414
Other service charges
233
264
Total noninterest bearing deposit account income
4,787
5,321
Interest bearing deposit account income:
Monthly service charges
14
17
Total service fees on deposit accounts
$
4,801
$
5,338
Wire transfer fees income:
Wire transfer fees
$
1,080
$
1,101
Foreign exchange fees
127
85
Total wire transfer fees
$
1,207
$
1,186
54
Table of Contents
OREO Expense (Income)
OREO is often sold in a transaction that, under ASU 2014-09, may not be considered a contract with a customer because the sale of the asset may not be an output of the Company’s ordinary activities. However, sales of nonfinancial assets, including in-substance nonfinancial assets, should be accounted for using new guidance in ASC Subtopic 610-20, “
Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets”
, which requires the Company to apply certain measurement and recognition concepts of ASC 606. Accordingly, the Company recognizes the sale of a real estate property, along with any associated gain or loss, when control of the property transfers to the buyer. For sales of existing real estate properties, this generally will occur at a point in time. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. Application of the new revenue recognition standard does not materially change the amount and the timing of the gain/loss on sale of OREO and other nonfinancial assets. Further, there were no open OREO/nonfinancial assets sale contracts at the adoption date that would require an evaluation under the new standard. The Company recognized a gain on sale of OREO of
$72 thousand
and a loss of
$3 thousand
during the three months ended
March 31, 2018
and
2017
, respectively.
55
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended
December 31, 2017
and the unaudited consolidated financial statements and notes set forth elsewhere in this Quarterly Report on Form 10-Q.
GENERAL
Selected Financial Data
The following tables set forth a performance overview concerning the periods indicated and should be read in conjunction with the unaudited consolidated financial statements and notes set forth elsewhere in this Quarterly Report on Form 10-Q and the following Results of Operations and Financial Condition sections in the MD&A.
At or for the Three Months Ended March 31,
2018
2017
(Dollars in thousands, except share and per share data)
Income Statement Data:
Interest income
$
150,410
$
132,743
Interest expense
30,342
17,838
Net interest income
120,068
114,905
Provision for loan losses
2,500
5,600
Net interest income after provision for loan losses
117,568
109,305
Noninterest income
19,850
17,603
Noninterest expense
68,453
67,699
Income before income tax provision
68,965
59,209
Income tax provision
17,733
22,999
Net income
$
51,232
$
36,210
Per Share Data:
Earnings per common share - basic
$
0.38
$
0.27
Earnings per common share - diluted
$
0.38
$
0.27
Book value per common share (period end)
$
14.35
$
13.89
Cash dividends declared per common share
$
0.13
$
0.12
Tangible book value per common share (period end)
(9)
$
10.81
$
10.32
Number of common shares outstanding (period end)
135,516,119
135,248,185
Weighted average shares - basic
135,518,705
135,248,018
Weighted average shares - diluted
135,815,262
135,768,645
Tangible common equity to tangible assets
10.44
%
10.74
%
Average Balance Sheet Data:
Assets
$
14,214,250
$
13,335,727
Securities available for sale
1,673,122
1,567,497
Loans receivable and loans held for sale
11,095,864
10,381,771
Deposits
11,106,366
10,608,111
Stockholders’ equity
1,931,290
1,868,998
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Table of Contents
For the Three Months Ended March 31,
2018
2017
Selected Performance Ratios:
Return on average assets
(1)
1.44
%
1.09
%
Return on average stockholders’ equity
(1)
10.61
%
7.75
%
Return on average tangible equity
(1) (8)
14.13
%
10.44
%
Dividend payout ratio (dividends per share / earnings per share)
34.21
%
44.91
%
Efficiency ratio
(2)
48.92
%
51.09
%
Net interest spread
3.26
%
3.50
%
Net interest margin
(3)
3.66
%
3.77
%
At March 31,
2018
2017
(Dollars in thousands)
Statement of Financial Condition Data - at Period End:
Assets
$
14,507,126
$
13,481,429
Securities available for sale
1,699,315
1,583,946
Loans receivable
11,292,483
10,549,667
Deposits
11,510,569
10,703,777
FHLB advances
862,346
703,850
Subordinated debentures
101,117
100,067
Stockholders’ equity
1,945,333
1,878,047
Regulatory Capital Ratios
(4)
Leverage capital ratio
(5)
11.61
%
11.72
%
Common equity Tier 1 capital ratio
(10)
12.35
%
12.22
%
Tier 1 risk-based capital ratio
13.15
%
13.05
%
Total risk-based capital ratio
13.86
%
13.76
%
Asset Quality Ratios:
Allowance for loan losses to loans receivable
0.77
%
0.75
%
Allowance for loan losses to nonaccrual loans
126.86
%
212.54
%
Allowance for loan losses to nonperforming loans
(6)
66.69
%
91.18
%
Allowance for loan losses to nonperforming assets
(7)
62.70
%
74.65
%
Nonaccrual loans to loans receivable
0.60
%
0.35
%
Nonperforming loans to loans receivable
(6)
1.15
%
0.82
%
Nonperforming assets to loans receivable and OREO
(7)
1.22
%
1.00
%
Nonperforming assets to total assets
(7)
0.95
%
0.78
%
__________________________________
(1)
Annualized.
(2)
Efficiency ratio is defined as noninterest expense divided by the sum of net interest income before provision for loan losses and noninterest income.
(3)
Net interest margin is calculated by dividing annualized net interest income by average total interest earning assets.
(4)
The ratios generally required to meet the definition of a “well-capitalized” financial institution under certain banking regulations are 5.0% leverage capital, 6.5% common equity tier 1 capital, 8.0% tier I risk-based capital, and 10.0% total risk-based capital.
(5)
Calculations are based on average quarterly asset balances.
(6)
Nonperforming loans include nonaccrual loans, loans past due 90 days or more and still accruing interest, and accruing restructured loans (excluding PCI loans).
(7)
Nonperforming assets consist of nonperforming loans and OREO.
(8)
Average tangible equity is calculated by subtracting average goodwill and average core deposit intangibles assets from average stockholders’ equity. This is a non-GAAP measure that we believe provides investors with information that is useful in understanding our financial performance and position.
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Table of Contents
Three Months Ended March 31,
2018
2017
(Dollars in thousands)
Net income
$
51,232
$
36,210
Average stockholders’ equity
$
1,931,290
$
1,868,998
Less: Average goodwill and core deposit intangible assets, net
(480,742
)
(481,983
)
Average tangible equity
$
1,450,548
$
1,387,015
Net income (annualized) to average tangible equity
14.13
%
10.44
%
At March 31,
2018
2017
(Dollars in thousands, except share data)
Total stockholders’ equity
$
1,945,333
$
1,878,047
Less: Goodwill and core deposit intangible assets, net
(480,357
)
(482,525
)
Tangible common equity
$
1,464,976
$
1,395,522
Common shares outstanding
135,516,119
135,248,185
Tangible book value per common share
(9)
$
10.81
$
10.32
__________________________________
(9)
Tangible book value per common share is calculated by subtracting goodwill and core deposit intangible assets from total stockholders’ equity and dividing the difference by the number of shares of common stock outstanding. This is a non-GAAP measure that we believe provides investors with information that is useful in understanding our financial performance and position.
At March 31,
2018
2017
(Dollars in thousands)
Tier 1 capital
$
1,600,185
$
1,509,758
Less: Trust preferred securities less unamortized acquisition discount
(97,216
)
(96,166
)
Common equity tier 1 capital
$
1,502,969
$
1,413,592
Total risk weighted assets less disallowed allowance for loan losses
$
12,172,708
$
11,571,354
Common equity tier 1 capital ratio
(10)
12.35
%
12.22
%
__________________________________
(10)
The Common equity tier 1 capital ratio is calculated by dividing Tier 1 capital less non-common elements, including perpetual preferred stock and related surplus, minority interest in subsidiaries, trust preferred securities and mandatory convertible preferred securities by total risk-weighted assets less the disallowed allowance for loan losses.
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Table of Contents
Results of Operations
Overview
Total assets increased
$300.4 million
from
$14.21 billion
at
December 31, 2017
to
$14.51 billion
at
March 31, 2018
. The increase in total assets was primarily due to an increase in net loans receivable of $188.0 million and an increase in cash and cash equivalents of $120.4 million during the
three months ended March 31, 2018
.
Net income for the
first
quarter of
2018
was
$51.2 million
, or
$0.38
per diluted common share, compared to
$36.2 million
, or
$0.27
per diluted common share, for the same period of
2017
, which was an increase of $15.0 million, or 41.5%. The increase in net income was mostly due to the increase in interest income from the increase in the volume and rate on loans receivable for the first quarter of 2018 compared to the first quarter of 2017 partially offset by an increase in interest expense due to the increase in volume and rates on deposits for the same period. In addition, net income increased for the first quarter of 2018 compared to the first quarter of 2017 due to the Tax Act which lowered the corporate tax rate from 35% to 21% starting January 1, 2018. Net interest income before provision for loan losses increased $5.2 million in the
first
quarter of
2018
to
$120.1 million
compared to
$114.9 million
in the
first
quarter of
2017
.
The following table summarizes the accretion and amortization adjustments resulting from prior acquisitions that are included in net income for the
three
months ended
March 31, 2018
and
2017
:
Three Months Ended
March 31,
2018
2017
(Dollars in thousands)
Accretion of discounts on acquired performing loans
$
3,197
$
2,676
Accretion of discounts on purchased credit impaired loans
5,772
5,348
Amortization of premiums on investments in affordable housing partnerships
(84
)
(84
)
Amortization of premiums on assumed FHLB advances
347
441
Accretion of discounts on assumed subordinated debt
(264
)
(259
)
Amortization of premiums on assumed time deposits and savings
1
3,476
Amortization of core deposit intangibles
(616
)
(676
)
Total
$
8,353
$
10,922
The annualized return on average assets was
1.44%
for the
first
quarter of
2018
compared to
1.09%
for the same period of
2017
. The annualized return on average stockholders’ equity was
10.61%
for the
first
quarter of
2018
compared to
7.75%
for the same period of
2017
. The efficiency ratio was
48.92%
for the
first
quarter of
2018
compared to
51.09%
for the same period of
2017
.
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Table of Contents
Net Interest Income and Net Interest Margin
Net Interest Income
A principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid on deposits and borrowed funds. Net interest income expressed as a percentage of average interest earning assets is referred to as the net interest margin. The net interest spread is the yield on average interest earning assets less the cost of average interest bearing liabilities. Net interest income is affected by changes in the balances of interest earning assets and interest bearing liabilities and changes in the yields earned on interest earning assets and the rates paid on interest bearing liabilities.
Comparison of
Three Months Ended March 31, 2018
with the
Three Months Ended March 31, 2017
Net interest income before provision for loan losses was
$120.1 million
for the
first
quarter of
2018
compared to
$114.9 million
for the same period of
2017
, an increase of
$5.2 million
, or
4.5%
. The increase in net interest income was due largely to the increase in volume of loans offset by an increase in deposits for the first quarter of 2018 compared to the
first
quarter of
2017
. The increase in interest rates in 2017 and
2018
also contributed to the increase in net interest income as a result of the increase in loan yields partially offset by an increase in deposit costs.
Interest income for the
first
quarter of
2018
was
$150.4 million
, an increase of
$17.7 million
, or
13.3%
, compared to
$132.7 million
for the same period of
2017
. The increase in interest income was primarily attributable to the increase in loans as result of higher originations as well as an increase in loan rates.
Interest expense for the
first
quarter of
2018
was
$30.3 million
, an increase of
$12.5 million
, or
70.1%
compared to
$17.8 million
for the same period of
2017
. The increase in interest expense was primarily due to the increase in overall deposits and the rise in interest rates in 2017 and
2018
.
Net Interest Margin
Our net interest margin is impacted by the weighted average rates we earn on interest earning assets and pay on interest bearing liabilities and the effect of acquisition accounting adjustments. The net interest margin for the
first
quarter of
2018
was
3.66%
, a decrease of 11 basis points from
3.77%
for the same period of
2017
.
The weighted average yield on loans increased to
5.04%
for the
first
quarter of
2018
from
4.82%
for the
first
quarter of
2017
. The increase in loan yields for the first quarter of
2018
compared to the first quarter of
2017
was mostly due to the increase in overall interest rates experienced in 2017 and 2018. The Federal Open Market Committee raised interest rates three times in 2017 and again at the end of March 2018. The increase in interest rates led to an increase in rates on our variable rate loans, and new loans were originated at higher rates which resulted in an increase in loan yields. Discount accretion income on acquired loans also increased from $8.0 million for the three months ended March 31, 2017 to $9.0 million of the three months ended March 31, 2018.
The weighted average yield on securities available for sale for the
first
quarter of
2018
was
2.45%
compared to
2.10%
for the same period of
2017
. The increase in weighted average yield on securities available for sale for the
three months ended March 31, 2018
compared to the same period of
2017
was due to the purchase of investment securities with higher yields during the twelve months ended March 31, 2018.
The weighted average cost of deposits for the
first
quarter of
2018
was
0.91%
, an increase of 36 basis points from
0.55%
for the same period of
2017
. The premiums recorded for time and savings deposits acquired from Wilshire were fully amortized at the end of April 2017. The reduction in Wilshire premium amortizations in addition to the increase in interest rates in 2017 and
2018
, resulted in an increase in the weighted average cost of deposits for the
first
quarter of
2018
compared to the same period of
2017
.
The weighted average cost of FHLB advances for the
first
quarter of
2018
was
1.69%
, an increase of 38 basis points from
1.31%
for the same period of
2017
. The increase in weighted average cost of FHLB advances was due to the increase in interest rates, as well as the overall longer average weighted maturity of advances at March 31, 2018 compared to March 31, 2017.
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Table of Contents
The following table presents our consolidated average balance sheet information, together with interest rates earned and paid on the various sources and uses of funds for the periods indicated:
Three Months Ended March 31, 2018
Three Months Ended March 31, 2017
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate*
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate*
(Dollars in thousands)
INTEREST EARNINGS ASSETS:
Loans
(1) (2)
$
11,095,864
$
137,943
5.04
%
$
10,381,771
$
123,294
4.82
%
Securities available for sale
(3)
1,673,122
10,101
2.45
%
1,567,497
8,113
2.10
%
FRB and FHLB stock and other investments
517,572
2,366
1.85
%
423,955
1,336
1.28
%
Total interest earning assets
13,286,558
150,410
4.59
%
12,373,223
132,743
4.35
%
Total noninterest earning assets
927,692
962,504
Total assets
$
14,214,250
$
13,335,727
INTEREST BEARING LIABILITIES:
Deposits:
Demand, interest bearing
$
3,402,760
$
8,864
1.06
%
$
3,436,984
$
7,191
0.85
%
Savings
236,216
424
0.73
%
293,609
287
0.40
%
Time deposits
4,525,813
15,561
1.39
%
4,009,179
7,033
0.71
%
Total interest bearing deposits
8,164,789
24,849
1.23
%
7,739,772
14,511
0.76
%
FHLB advances
974,071
4,069
1.69
%
662,472
2,139
1.31
%
Other borrowings
97,049
1,424
5.87
%
95,911
1,188
4.95
%
Total interest bearing liabilities
9,235,909
30,342
1.33
%
8,498,155
17,838
0.85
%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits
2,941,577
2,868,339
Other liabilities
105,474
100,235
Stockholders’ equity
1,931,290
1,868,998
Total liabilities and stockholders’ equity
$
14,214,250
$
13,335,727
Net interest income/net interest spread
$
120,068
3.26
%
$
114,905
3.50
%
Net interest margin
3.66
%
3.77
%
Cost of deposits
0.91
%
0.55
%
__________________________________
*
Annualized
(1)
Interest income on loans includes loan fees.
(2)
Average balances of loans consist of loans receivable and loans held for sale.
(3)
Interest income and yields are not presented on a tax-equivalent basis.
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Table of Contents
Changes in net interest income are a function of changes in interest rates and volumes of interest earning assets and interest bearing liabilities. The following table sets forth information regarding the changes in interest income and interest expense for the periods indicated. The total change for each category of interest earning assets and interest bearing liabilities is segmented into the change attributable to variations in volume (changes in volume multiplied by the old rate) and the change attributable to variations in interest rates (changes in rates multiplied by the old volume). Nonaccrual loans are included in average loans used to compute this table.
Three Months Ended March 31, 2018 over March 31, 2017
Net
Increase
Change due to
Rate
Volume
(Dollars in thousands)
INTEREST INCOME:
Loans, including fees
$
14,649
$
5,932
$
8,717
Securities available for sale
1,988
1,415
573
FRB and FHLB stock and other investments
1,030
691
339
Total interest income
$
17,667
$
8,038
$
9,629
INTEREST EXPENSE:
Demand, interest bearing
$
1,673
$
1,745
$
(72
)
Savings
137
202
(65
)
Time deposits
8,528
7,519
1,009
FHLB advances
1,930
742
1,188
Other borrowings
236
222
14
Total interest expense
$
12,504
$
10,430
$
2,074
NET INTEREST INCOME
$
5,163
$
(2,392
)
$
7,555
Provision for Loan Losses
The provision for loan losses reflects our judgment of the current period cost associated with credit risk inherent in our loan portfolio. The loan loss provision for each period is dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, assessments by management, third parties’ and regulators’ examination of the loan portfolio, the value of the underlying collateral on problem loans and the general economic conditions in our market areas. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that, in our judgment, is adequate to absorb probable incurred losses inherent in our loan portfolio. Periodic fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses; however, actual loan losses may vary in material respects from current estimates. If the allowance for loan losses is inadequate, we may be required to record additional loan loss provision, which may have a material adverse effect on our business, financial condition, and results of operations
.
The provision for loan losses for the
first
quarter of
2018
was
$2.5 million
, a decrease of $3.1 million from
$5.6 million
for the same period last year. The decrease in provision for loan losses for the
first
quarter of
2018
compared to the same period in
2017
was due to a decline in net charge offs and a reduction in general valuation reserves. The decrease in net charge offs for the
three months ended March 31, 2018
compared to the
three months ended March 31, 2017
was due primarily to one large customer relationship that had loans that were charged off during the first quarter of 2017.
See Financial Condition section of this MD&A for additional information and further discussion.
Noninterest Income
Noninterest income is primarily comprised of service fees on deposit accounts, fees received on trade finance letters of credit, loan servicing fees, wire transfer fees, net gains on sales of loans, net gains on sales or calls of securities and other income which includes changes in the fair value of our equity investments. Noninterest income for the
first
quarter of
2018
was
$19.9 million
compared to
$17.6 million
for the same quarter of
2017
, an increase of $2.3 million, or
12.8%
.
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Table of Contents
Noninterest income by category is summarized in the table below:
Three Months Ended March 31,
Increase (Decrease)
2018
2017
Amount
Percent (%)
(Dollars in thousands)
Service fees on deposit accounts
$
4,801
$
5,338
$
(537
)
(10.1
)%
International service fees
1,020
1,108
(88
)
(7.9
)%
Loan servicing fees, net
1,579
1,438
141
9.8
%
Wire transfer fees
1,207
1,186
21
1.8
%
Net gains on sales of SBA loans
3,450
3,250
200
6.2
%
Net gains on sales of other loans
1,196
420
776
184.8
%
Other income and fees
6,597
4,863
1,734
35.7
%
Total noninterest income
$
19,850
$
17,603
$
2,247
12.8
%
The increase in noninterest income for the
first
quarter of 2018 compared to the
first
quarter of 2017 was largely due to an increase in net gains on sale of SBA loans, net gains on sale of other loans, and an increase in other income and fees partially offset by a decline in service fees on deposit accounts.
The decrease in service fees on deposit accounts for the three months ended March 31, 2018 compared the same period of 2017 was due to a decline in non-sufficient fee charges which declined $325 thousand from $2.4 million for the three months ended March 31, 2017 to $2.1 million for the three months ended March 31, 2018.
Gain on sale of SBA and other loans increased due to an increase in total SBA and residential loans sold during the
three months ended March 31, 2018
compared to the
three months ended March 31, 2017
. During the
three months ended March 31, 2018
, we sold $48.6 million in SBA loans compared to $44.9 million sold during the
three months ended March 31, 2017
. Residential mortgage loans sold during the three months ended March 31, 2018 totaled $45.9 million compared to $21.7 million during the three month ended March 31, 2017.
During the first quarter of 2018, the Company adopted ASU 2016-01 which requires changes in the fair value of certain equity investments to be recorded in earnings. As a result of the adoption of ASU 2016-01, the Company recorded $3.5 million in other income and fees to account for the change in fair value of our mutual funds and equity stock owned.
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Table of Contents
Noninterest Expense
Noninterest expense for the
first
quarter of
2018
was
$68.5 million
, an increase of
$754 thousand
, or
1.1%
, from
$67.7 million
for the same period of
2017
. The breakdown of changes in noninterest expense by category is shown in the following table:
Three Months Ended March 31,
Increase (Decrease)
2018
2017
Amount
Percent (%)
(Dollars in thousands)
Salaries and employee benefits
$
39,385
$
34,166
$
5,219
15.3
%
Occupancy
7,239
7,194
45
0.6
%
Furniture and equipment
3,721
3,413
308
9.0
%
Advertising and marketing
2,299
3,424
(1,125
)
(32.9
)%
Data processing and communications
3,495
3,606
(111
)
(3.1
)%
Professional fees
3,106
3,902
(796
)
(20.4
)%
Investments in affordable housing partnership expenses
2,630
2,160
470
21.8
%
FDIC assessments
1,767
1,010
757
75.0
%
Credit related expenses
772
1,883
(1,111
)
(59.0
)%
OREO expense, net
(104
)
997
(1,101
)
N/A
Merger and integration expenses
(7
)
947
(954
)
N/A
Other
4,150
4,997
(847
)
(17.0
)%
Total noninterest expense
$
68,453
$
67,699
$
754
1.1
%
The increase in noninterest expense for the
three
months ended
March 31, 2018
compared to the
three
months ended
March 31, 2017
was mostly due to an increase in salaries and employee benefits partially offset by a decline in other expense line items.
Salaries and employee benefits expense increased
$5.2 million
for the
first
quarter of
2018
compared to the same period in
2017
. The increase in salaries and employee benefits expense for
three
months ended
March 31, 2018
compared to the
three
months ended
March 31, 2017
was due to an increase in the number of full-time equivalent employees hired during the twelve months ended March 31, 2018. The number of full-time equivalent employees increased from 1,352 at
March 31, 2017
to 1,502 at
March 31, 2018
. In 2017 and 2018, we made significant investments in our risk, compliance, SOX, and accounting departments due to the increase compliance requirements of a larger institution. We also hired additional staff in our commercial and residential lending departments as we continue to expand these lines of businesses.
Advertising and marketing expense experienced a decrease of $1.1 million for the
first
quarter of
2018
compared to the
first
quarter of
2017
due to a decline in advertising expenditures in
2018
. We increased advertising and marketing to promote our name change and new brand subsequent to the merger of BBCN and Wilshire. With the brand now established, we reduced overall advertising expense during the
first
quarter of
2018
. Advertising and marketing expense for the three months ended March 31, 2017 included $1.5 million in sponsorship fees paid to sponsor the Ladies Professional Golf Association (“LPGA”) Bank of Hope Founders Cup event in March 2017 for the first time.
The decrease in professional fees for the
three
months ended
March 31, 2018
compared to the
three
months ended
March 31, 2017
, was due to higher external auditor fees and legal fees as well as additional consulting costs associated with new compliance requirements as a result of exceeding $10 billion in total assets for the first quarter of 2017. Although we still incur costs associated with these compliance requirements, the overall expenditures have declined in 2018. The decrease in legal fees in the first quarter of
2018
compared the first quarter of
2017
was due mostly to legal fees recorded in 2017 related to the merger with U & I Financial Corp. which was terminated in September 2017.
Investments in affordable housing partnership expenses are recorded based on the financial statements of the investment projects. We make investments in affordable housing partnerships and receive Community Reinvestment Act credits and receive tax credits which reduce our overall tax provision rate. Investments in affordable housing partnership expenses are based on the performance of the underlying investment. We receive updated financial information for our investments in affordable housing partnerships and record losses based on the performance of our investments. These expenditures are offset by tax credits which reduce our tax provision expense. Investments in affordable housing partnerships increased from $76.4 million at
March 31, 2017
to $78.4 million at
March 31, 2018
.
Credit related expenses declined for the first quarter of
2018
compared to the first quarter of
2017
largely due to a decline in provision for off balance sheet unfunded commitments. During the first quarter of 2018 we recorded a credit of $200 thousand for off balance sheet unfunded commitments compared to a provision of $241 thousand for the first quarter of 2017. Loan collection fees also declined $356 thousand for the first quarter of 2018 compared to the first quarter of 2017.
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Table of Contents
At March 31, 2018 we had $8.3 million in recorded OREO compared to $19.1 million at March 31, 2017. The decline in OREO resulted in a reduction in OREO related expenditures as we experienced a reduction in OREO valuation expenses and expenses related to the maintenance and sale of OREO.
Merger and integration expenses for the
first
quarter of
2018
consisted of a reversal of $7 thousand in expenses related to the merger with Wilshire. Merger and integration expenses for the first quarter of 2017 consisted of $401 thousand in expenses related to the acquisition of Wilshire, $522 thousand in expenses related to the terminated acquisition of U & I, and $24 thousand in expenses related to other former acquisitions.
Other noninterest expense experienced a decline for the
first
quarter of
2018
compared to the
first
quarter of
2017
due mostly to a decrease in valuation expenses for premises held for sale. During the first quarter of 2017, we recorded a $1.1 million valuation expense on premises held for sale. We had no such recorded expenses for the first quarter of 2018.
Provision for Income Taxes
Income tax provision expense was
$17.7 million
and
$23.0 million
for the quarters ended
March 31, 2018
and
2017
, respectively. The effective income tax rates were 25.71% and 38.84% for the quarters ended
March 31, 2018
and
2017
, respectively. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). Among other changes, the Tax Act reduced the U.S. federal corporate tax rate from 35% to 21% as of January 1, 2018. The reduction in tax rates for the first quarter of 2018 compared to the first quarter of 2017 reflects the reduced corporate tax rate as a result of the Tax Act.
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Table of Contents
Financial Condition
At
March 31, 2018
, our total assets were
$14.51 billion
, an increase of $300.4 million, or 2.1%, from
$14.21 billion
at
December 31, 2017
. The increase in assets was due to an increase in loans receivable and cash and cash equivalents.
Investment Securities Portfolio
As of
March 31, 2018
we had
$1.70 billion
in available for sale securities compared to
$1.72 billion
at
December 31, 2017
. The net unrealized
loss
on the available for sale securities at
March 31, 2018
was
$55.8 million
compared to a net unrealized
loss
on securities of
$31.6 million
at
December 31, 2017
.
During the
three
months ended
March 31, 2018
, $77.5 million in securities were purchased, $49.9 million in mortgage related securities were paid down, and there were no maturities or called securities. During the same period last year, $94.9 million in investment securities were purchased, $59.1 million in mortgage related securities were paid down, and we had $9.0 million in maturities. At December 31, 2017, we had $22.0 million in mutual funds that were categorized as available-for-sale. Upon the adoption of ASU 2016-01 on January 1, 2018, these investments were no longer categorized as available-for-sale securities and were reclassified as equity investments in accordance with the adopted guidance, and changes to fair value were be recorded as unrealized gains or losses in earnings.
Investments in Affordable Housing Partnerships
At
March 31, 2018
, we had
$78.4 million
in investments in affordable housing partnerships compared to
$81.0 million
at
December 31, 2017
. The decrease in investments in affordable housing partnerships was due to losses on investments in affordable housing partnerships and premium accretion recorded totaling $2.6 million for the three months ended March 31, 2018. Commitments to fund investments in affordable housing partnerships totaled $35.5 million at
March 31, 2018
compared to $38.5 million at
December 31, 2017
.
Loan Portfolio
As of
March 31, 2018
, loans outstanding totaled
$11.29 billion
, an increase of $189.6 million from
$11.10 billion
at
December 31, 2017
. The following table summarizes our loan portfolio by amount and percentage of total loans outstanding in each major loan category at the dates indicated:
March 31, 2018
December 31, 2017
Amount
Percent (%)
Amount
Percent (%)
Loan portfolio composition
(Dollars in thousands)
Real estate loans:
Residential
$
47,662
—
%
$
49,774
—
%
Commercial
8,180,537
72
%
8,142,036
73
%
Construction
300,954
3
%
316,412
3
%
Total real estate loans
8,529,153
75
%
8,508,222
76
%
Commercial business
1,818,291
16
%
1,780,869
16
%
Trade finance
189,395
2
%
166,664
2
%
Consumer and other
755,621
7
%
647,102
6
%
Total loans outstanding
11,292,460
100
%
11,102,857
100
%
Deferred loan fees, net
23
(282
)
Loans receivable
11,292,483
11,102,575
Allowance for loan losses
(86,461
)
(84,541
)
Loans receivable, net of allowance for loan losses
$
11,206,022
$
11,018,034
All of our loan types experienced an increase from
December 31, 2017
to
March 31, 2018
due to increased loan originations during the
three
months ended
March 31, 2018
aside from residential real estate and construction loans which experienced declines.
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We normally do not extend lines of credit or make loan commitments to business customers for periods in excess of one year. We use the same credit policies in making commitments and conditional obligations as we do for providing loan facilities to our customers. We perform annual reviews of such commitments prior to renewal.
The following table shows our loan commitments and letters of credit outstanding at the dates indicated:
March 31, 2018
December 31, 2017
(Dollars in thousands)
Commitments to extend credit
$
1,877,130
$
1,526,981
Standby letters of credit
73,069
74,748
Other commercial letters of credit
67,695
74,147
$
2,017,894
$
1,675,876
Nonperforming Assets
Nonperforming assets, which consist of nonaccrual loans, loans 90 days or more past due and on accrual status, accruing restructured loans, and OREO totaled
$137.9 million
at
March 31, 2018
compared to
$125.2 million
at
December 31, 2017
. The ratio of nonperforming assets to loans receivable and OREO was
1.22%
and 1.13% at
March 31, 2018
and
December 31, 2017
, respectively.
The following table summarizes the composition of our nonperforming assets as of the dates indicated.
March 31, 2018
December 31, 2017
(Dollars in thousands)
Nonaccrual loans
(1)
$
68,152
$
46,775
Loans 90 days or more days past due, still accruing
1,894
407
Accruing restructured loans
59,596
67,250
Total nonperforming loans
129,642
114,432
OREO
8,261
10,787
Total nonperforming assets
$
137,903
$
125,219
Nonaccrual loans:
Legacy Portfolio
$
50,293
$
28,235
Acquired Portfolio
17,859
18,540
Total nonaccrual loans
$
68,152
$
46,775
Nonperforming loans:
Legacy Portfolio
$
90,134
$
77,305
Acquired Portfolio
39,508
37,127
Total nonperforming loans
$
129,642
$
114,432
Nonperforming loans to loans receivable
1.15
%
1.03
%
Nonperforming assets to loans receivable and OREO
1.22
%
1.13
%
Nonperforming assets to total assets
0.95
%
0.88
%
Allowance for loan losses to nonperforming loans
66.69
%
73.88
%
Allowance for loan losses to nonperforming assets
62.70
%
67.51
%
__________________________________
(1)
Nonaccrual loans exclude the guaranteed portion of delinquent SBA loans that are in liquidation totaling
$21.9 million
and
$22.1 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
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Table of Contents
Allowance for Loan Losses
The allowance for loan and lease losses (“ALLL”) was
$86.5 million
at
March 31, 2018
compared to
$84.5 million
at
December 31, 2017
. The ALLL was
0.77%
of loans receivable at
March 31, 2018
and 0.76% at
December 31, 2017
. Total ALLL to loans receivable ratio does not include discount on acquired loans. Impaired loan reserves increased to
$11.5 million
at
March 31, 2018
from
$5.3 million
at
December 31, 2017
.
The following table reflects our allocation of the ALLL by loan type and the ratio of each loan segment to total loans as of the dates indicated:
Allocation of Allowance for Loan Losses
March 31, 2018
December 31, 2017
Allowance for Loan Losses
Loans Receivable*
Percent of Allowance to Loans Receivable
Allowance for Loan Losses
Loans Receivable*
Percent of Allowance to Loans Receivable
(Dollars in thousands)
Loan Type
Real estate - residential
$
49
$
47,662
0.10
%
$
88
$
49,774
0.18
%
Real estate - commercial
58,638
8,180,537
0.72
%
57,664
8,142,036
0.71
%
Real estate - construction
338
300,954
0.11
%
930
316,412
0.29
%
Commercial business
21,695
1,818,291
1.19
%
20,755
1,780,869
1.17
%
Trade finance
1,805
189,395
0.95
%
1,716
166,664
1.03
%
Consumer and other
3,936
755,621
0.52
%
3,388
647,102
0.52
%
Total
$
86,461
$
11,292,460
0.77
%
$
84,541
$
11,102,857
0.76
%
__________________________________
*
Held-for-sale loans of
$33.7 million
and
$29.7 million
at
March 31, 2018
and
December 31, 2017
, respectively, were excluded.
For a better understanding of the changes in the ALLL, the loan portfolio has been segmented for disclosure purposes between loans which are accounted for under the amortized cost method (Legacy Loans) and loans acquired from acquisitions (Acquired Loans). Acquired Loans have been further segregated between Purchase Credit Impaired Loans (loans with credit deterioration at the time they were acquired and accounted for under ASC 310-30, or “PCI loans”) and performing loans (loans that were pass graded at the time they were acquired, or “non-PCI loans”).
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Table of Contents
The activity in the ALLL for the
three
months ended
March 31, 2018
is as follows:
Acquired Loans
(2)
Three Months Ended March 31, 2018
Legacy Loans
(1)
PCI Loans
Non-PCI Loans
Total
(Dollars in thousands)
Balance, beginning of period
$
67,647
$
12,040
$
4,854
$
84,541
Provision (credit) for loan losses
4,726
(188
)
(2,038
)
2,500
Loans charged off
(752
)
(37
)
(279
)
(1,068
)
Recoveries of loan charge offs
444
—
44
488
Balance, end of period
$
72,065
$
11,815
$
2,581
$
86,461
Total loans outstanding
$
8,758,317
$
190,438
$
2,343,705
$
11,292,460
Allowance to total loans receivable ratio
0.82
%
6.20
%
0.11
%
0.77
%
Net loan charge offs to beginning allowance
0.46
%
(0.31
)%
4.84
%
0.69
%
Net loan charge offs to provision for loan losses
6.52
%
19.68
%
(11.53
)%
23.20
%
Acquired Loans
(2)
Three Months Ended March 31, 2017
Legacy Loans
(1)
PCI Loans
Non-PCI Loans
Total
(Dollars in thousands)
Balance, beginning of period
$
66,399
$
12,130
$
814
$
79,343
Provision for loan losses
3,709
6
1,885
5,600
Loans charged off
(6,199
)
—
(406
)
(6,605
)
Recoveries of loan charge offs
145
—
176
321
Balance, end of period
$
64,054
$
12,136
$
2,469
$
78,659
Total loans outstanding
$
6,915,682
$
260,265
$
3,375,603
$
10,551,550
Allowance to total loans receivable ratio
0.93
%
4.66
%
0.07
%
0.75
%
Net loan charge offs to beginning allowance
9.12
%
—
%
28.26
%
7.92
%
Net loan charge offs to provision for loan losses
163.22
%
—
%
12.20
%
112.21
%
__________________________________
(1)
Legacy Loans includes Acquired Loans that have been renewed or refinanced subsequent to the acquisition date.
(2)
Acquired loans were marked to fair value at the acquisition date and provisions for loan losses reflect credit deterioration subsequent to the acquisition date.
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The following table shows the provisions made for loan losses, the amount of loans charged off and the recoveries on loans previously charged off, together with the balance of the ALLL at the beginning and end of each period, the amount of average and loans receivable outstanding, and certain other ratios as of the dates and for the periods indicated:
At or for the Three Months Ended March 31,
2018
2017
(Dollars in thousands)
LOANS:
Average loans, including loans held for sale
$
11,095,864
$
10,381,771
Loans receivable
$
11,292,483
$
10,549,667
ALLOWANCE:
Balance, beginning of period
$
84,541
$
79,343
Less loan charge offs:
Real estate - commercial
(165
)
(1,490
)
Commercial business
(556
)
(3,260
)
Trade finance
—
(1,576
)
Consumer and other
(347
)
(279
)
Total loan charge offs
(1,068
)
(6,605
)
Plus loan recoveries:
Real estate - commercial
202
46
Commercial business
253
272
Trade Finance
12
—
Consumer and other
21
3
Total loans recoveries
488
321
Net loan charge offs
(580
)
(6,284
)
Provision for loan losses
2,500
5,600
Balance, end of period
$
86,461
$
78,659
Net loan charge offs to average loans, including loans held for sale*
0.02
%
0.24
%
Allowance for loan losses to loans receivable at end of period
0.77
%
0.75
%
Net loan charge offs to allowance*
2.68
%
31.96
%
Net loan charge offs to provision for loan losses
23.20
%
112.21
%
__________________________________
*
Annualized
We believe the ALLL as of
March 31, 2018
was adequate to absorb probable incurred losses in the loan portfolio. However, no assurance can be given that actual losses will not exceed the estimated amounts, and if actual losses exceed the estimated amounts it could have a material and adverse effect on our financial condition and results of operations.
At
March 31, 2018
, we had $80.0 million in remaining discount on loans acquired from previous transactions compared to $85.8 million at
December 31, 2017
.
Deposits and Other Borrowings
Deposits
Deposits are our primary source of funds used in our lending and investment activities. At
March 31, 2018
, deposits increased $664.0 million, or 6.1%, to
$11.51 billion
from
$10.85 billion
at
December 31, 2017
. The increase in deposits was primarily due to an increase in demand deposits, money market and NOW accounts, and time deposits.
At
March 31, 2018
, 26.5% of total deposits were noninterest bearing demand deposits, 41.5% were time deposits, and 32.0% were interest bearing demand and savings deposits. At
December 31, 2017
, 27.7% of total deposits were noninterest bearing demand deposits, 39.4% were time deposits, and 32.9% were interest bearing demand and savings deposits.
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Table of Contents
At
March 31, 2018
, we had $1.11 billion in brokered deposits and $300.0 million in California State Treasurer deposits compared to $797.0 million in brokered deposits and $300.0 million in California State Treasurer deposits at
December 31, 2017
. The California State Treasurer deposits had three-month maturities with a weighted average interest rate of 1.44% at
March 31, 2018
and were collateralized with securities with a carrying value of $337.5 million. Time deposits of more than $250 thousand at
March 31, 2018
totaled $1.38 billion compared to $1.28 billion at
December 31, 2017
.
The following is a schedule of certificates of deposit maturities as of
March 31, 2018
:
Balance
Percent (%)
(Dollars in thousands)
Three months or less
$
1,206,141
25
%
Over three months through six months
1,113,082
23
%
Over six months through nine months
884,970
19
%
Over nine months through twelve months
1,174,407
25
%
Over twelve months
396,114
8
%
Total time deposits
$
4,774,714
100
%
Other Borrowings
From time to time we utilize FHLB advances as a secondary source of funds. FHLB advances are typically secured by a pledge of commercial real estate loans and/or securities with a market value at least equal to the outstanding advances plus our investment in FHLB stock.
At
March 31, 2018
, FHLB advances totaled
$862.3 million
with an average weighted remaining maturity of 2.4 years compared to
$1.16 billion
with average remaining maturities of 2.0 years at
December 31, 2017
. Total FHLB advances included $2.3 million in premiums recorded from prior acquisitions at
March 31, 2018
compared to $2.7 million in premiums at
December 31, 2017
.
We did not have federal funds purchased as of
March 31, 2018
. At
December 31, 2017
, we had $69.9 million in federal funds purchased which were all fully repaid during the first quarter of 2018.
Subordinated debentures totaled
$101.1 million
at
March 31, 2018
and
$100.9 million
at
December 31, 2017
. The Trust Preferred Securities accrue and pay distributions periodically at specified annual rates as provided in the related indentures for the securities. The trusts used the net proceeds from their respective offerings to purchase a like amount of subordinated debentures (the “Debentures”) issued by us. The Debentures are the sole assets of the trusts. Our obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by us of the obligations of the trusts. The Trust Preferred
Securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. We have the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.
Off-Balance-Sheet Activities and Contractual Obligations
We routinely engage in activities that involve, to varying degrees, elements of risk that are not reflected, in whole or in part, in the consolidated financial statements. These activities are part of our normal course of business and include traditional off-balance-sheet credit-related financial instruments, interest rate swap contracts, operating leases and long-term debt.
Traditional off-balance-sheet credit-related financial instruments are primarily commitments to extend credit and standby letters of credit. These activities could require us to make cash payments to third parties if certain specified future events occur. The contractual amounts represent the extent of our exposure in these off-balance-sheet activities. These activities are necessary to meet the financing needs of our customers.
We enter into interest rate swap contracts under which we are required to either receive cash from or pay cash to counterparties depending on changes in interest rates. We also purchase interest rate caps to protect against increases in market interest rates. We utilize interest rate swap contracts and interest rate caps to help manage the risk of changing interest rates.
We sell interest rate swaps to certain adjustable rate commercial loan customers to fix the interest rate on their floating rate loans. When the fixed rate swap is originated with the customer, an identical offsetting swap is also entered into by us with a correspondent bank.
We enter into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with the fluctuation of interest rates. The first type of derivative, an interest rate lock commitment, is a commitment to originate loans whereby the interest rate on the loan is determined prior to funding. To mitigate interest rate risk on these rate lock commitments, we also enter into forward commitments, or commitments to deliver residential mortgage loans on a future date, also considered derivatives. Net
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Table of Contents
change in the fair value of derivatives represents income recorded from changes of fair value for these mortgage derivatives instruments.
We do not anticipate that our current off-balance-sheet activities will have a material impact on our future results of operations or our financial condition. Further information regarding our financial instruments with off-balance-sheet risk can be found in Item 3 “Quantitative and Qualitative Disclosures about Market Risk.”
Stockholders’ Equity and Regulatory Capital
Historically, our primary source of capital has been the retention of earnings, net of dividend payments to stockholders. We seek to maintain capital at a level sufficient to assure our stockholders, our customers, and our regulators that we and the Bank are financially sound. For this purpose, we perform ongoing assessments of our components of capital, as well as projected sources and uses of capital in conjunction with projected increases in assets and levels of risks.
Total stockholders’ equity was
$1.95 billion
at
March 31, 2018
compared to
$1.93 billion
at
December 31, 2017
.
The federal banking agencies require a minimum ratio of qualifying total capital to risk-weighted assets of 8.0%, a minimum ratio of Tier I capital to risk-weighted assets of 6.0%, and a minimum ratio of Tier I common equity capital to risk-weighted assets of 4.5% to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. In addition to the risk-based guidelines, federal banking agencies require banking organizations to maintain a minimum amount of Tier I capital to average total assets, referred to as the leverage ratio, of 4.0% to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. Beginning January 1, 2016, federal banking agencies required a capital conservation buffer of 0.625% in addition to the ratios required to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. The capital conservation buffer increases at an annual increment of 0.625% until January 2019 and stands at 1.875% as of
March 31, 2018
. Failure to maintain this capital conservation buffer results in limits or prohibitions on capital distributions and discretionary compensation payments. Capital requirements apply to us and the Bank separately. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.
At
March 31, 2018
, our common equity Tier 1 capital was
$1.50 billion
compared to
$1.47 billion
at
December 31, 2017
. Our Tier I capital, defined as stockholders’ equity less intangible assets and including our trust preferred securities, was
$1.60 billion
at
March 31, 2018
compared to
$1.57 billion
at
December 31, 2017
, representing an increase of $32.0 million, or 2.04%. At
March 31, 2018
, the common equity Tier 1 capital ratio was
12.35%
. The total capital to risk-weighted assets ratio was
13.86%
and the Tier I capital to risk-weighted assets ratio was
13.15%
. The Tier I leverage capital ratio was
11.61%
.
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Table of Contents
As of
March 31, 2018
and
December 31, 2017
, the most recent regulatory notification generally categorized the Bank as “well capitalized” under the general regulatory framework for prompt corrective action. To be generally categorized as “well-capitalized”, the Bank must maintain minimum common equity Tier 1 capital, total risk-based, Tier I risk-based and Tier I leverage capital ratios as set forth in the table below:
As of March 31, 2018
Actual
To Be Well-Capitalized
Excess
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
Hope Bancorp, Inc.
Common equity Tier 1 capital ratio
(to risk-weighted assets)
$
1,502,969
12.35
%
N/A
N/A
N/A
N/A
Total risk-based capital ratio
(to risk-weighted assets)
$
1,687,281
13.86
%
N/A
N/A
N/A
N/A
Tier 1 risk-based capital ratio
(to risk-weighted assets)
$
1,600,185
13.15
%
N/A
N/A
N/A
N/A
Tier 1 capital to total assets
(to average assets)
$
1,600,185
11.61
%
N/A
N/A
N/A
N/A
Bank of Hope
Common equity Tier 1 capital ratio
(to risk-weighted assets)
$
1,580,728
12.99
%
$
790,790
6.50
%
$
789,938
6.49
%
Total risk-based capital ratio
(to risk-weighted assets)
$
1,667,824
13.71
%
$
1,216,600
10.00
%
$
451,224
3.71
%
Tier 1 risk-based capital ratio
(to risk-weighted assets)
$
1,580,728
12.99
%
$
973,280
8.00
%
$
607,448
4.99
%
Tier 1 capital to total assets
(to average assets)
$
1,580,728
11.47
%
$
688,983
5.00
%
$
891,745
6.47
%
As of December 31, 2017
Actual
To Be Well-Capitalized
Excess
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
Hope Bancorp, Inc.
Common equity Tier 1 capital ratio
(to risk-weighted assets)
$
1,471,193
12.30
%
N/A
N/A
N/A
N/A
Total risk-based capital ratio
(to risk-weighted assets)
$
1,653,521
13.82
%
N/A
N/A
N/A
N/A
Tier 1 risk-based capital ratio
(to risk-weighted assets)
$
1,568,144
13.11
%
N/A
N/A
N/A
N/A
Tier 1 capital to total assets
(to average assets)
$
1,568,144
11.54
%
N/A
N/A
N/A
N/A
Bank of Hope
Common equity Tier 1 capital ratio
(to risk-weighted assets)
$
1,548,401
12.95
%
$
777,368
6.50
%
$
771,033
6.45
%
Total risk-based capital ratio
(to risk-weighted assets)
$
1,633,778
13.66
%
$
1,195,951
10.00
%
$
437,827
3.66
%
Tier 1 risk-based capital ratio
(to risk-weighted assets)
$
1,548,401
12.95
%
$
956,761
8.00
%
$
591,640
4.95
%
Tier 1 capital to total assets
(to average assets)
$
1,548,401
11.40
%
$
679,301
5.00
%
$
869,100
6.40
%
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Table of Contents
Liquidity Management
Liquidity risk is the risk of reduction in our earnings or capital that would result if we were not able to meet our obligations when they come due without incurring unacceptable losses. Liquidity risk includes the risk of unplanned decreases or changes in funding sources and changes in market conditions that affect our ability to liquidate assets quickly and with minimum loss of value. Factors considered in liquidity risk management are the stability of the deposit base; the marketability, maturity, and pledging of our investments; the availability of alternative sources of funds; and our demand for credit. The objective of our liquidity management is to have funds available to meet cash flow requirements arising from fluctuations in deposit levels and the demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs, and ongoing repayment of borrowings.
Our primary sources of liquidity are derived from financing activities, which include customer and broker deposits, federal funds facilities, and borrowings from the FHLB and the FRB Discount Window. These funding sources are augmented by payments of principal and interest on loans and securities, proceeds from sale of loans and the liquidation or sale of securities from our available for sale portfolio. Primary uses of funds include withdrawal of and interest payments on deposits, originations of loans, purchases of investment securities, and payment of operating expenses.
At
March 31, 2018
, our total borrowing capacity from the FHLB was
$3.55 billion
of which
$2.67 billion
was unused and available to borrow. At
March 31, 2018
, our total borrowing capacity from the FRB was $606.9 million, all of which was unused and available to borrow. In addition to these lines, our liquid assets, consisting of cash and cash equivalents, interest bearing cash deposits and time deposits with other banks, overnight federal funds sold to other banks, liquid investment securities available for sale, and loan repayments within 30 days, were $1.88 billion at
March 31, 2018
compared to $1.73 billion at
December 31, 2017
. Cash and cash equivalents were
$612.4 million
at
March 31, 2018
compared to
$492.0 million
at
December 31, 2017
. We believe our liquidity sources are sufficient to meet all reasonably foreseeable short-term and intermediate-term needs.
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Table of Contents
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The objective of our asset and liability management activities is to maximize our earnings while maintaining adequate liquidity and an exposure to interest rate risk deemed by management to be acceptable by adjusting the type and mix of assets and liabilities to seek to effectively address changing conditions and risks. Through overall management of our balance sheet and by seeking to manage various risks, we seek to optimize our financial returns within safe and sound parameters. Our operating strategies for attaining this objective include managing net interest margin through appropriate risk/return pricing of assets and liabilities and emphasizing growth in retail deposits, as a percentage of interest bearing liabilities, to reduce our cost of funds. We also seek to improve earnings by controlling noninterest expense, and enhancing noninterest income. We also use risk management instruments to modify interest rate characteristics of certain assets and liabilities to hedge against our exposure to interest rate fluctuations with the objective of reducing the effects fluctuations might have on associated cash flows or values. Finally, we perform internal analysis to measure, evaluate, and monitor risk.
Interest Rate Risk
Interest rate risk is the most significant market risk impacting us. Interest rate risk occurs when interest rate sensitive assets and liabilities do not reprice simultaneously and in equal volume. A key objective of asset and liability management is to manage interest rate risk associated with changing asset and liability cash flows, values of our assets and liabilities, and market interest rate movements. The management of interest rate risk is governed by policies reviewed and approved annually by the Board of Directors. Our Board delegates responsibility for interest rate risk management to the Asset and Liability Committee of the Board (“ALCO”) and to the Asset and Liability Management Committee (“ALM”), which is composed of the Bank’s senior executives and other designated officers.
The fundamental objective of our ALM is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital. Our ALM meets regularly to monitor interest rate risk, the sensitivity of our assets and liabilities to interest rate changes, the book and market values of our assets and liabilities, and our investment activities. It also directs changes in the composition of our assets and liabilities. Our strategy has been to reduce the sensitivity of our earnings to interest rate fluctuations by more closely matching the effective maturities or repricing characteristics of our assets and liabilities. Certain assets and liabilities, however, may react in different degrees to changes in market interest rates. Furthermore, interest rates on certain types of assets and liabilities may fluctuate prior to changes in market interest rates, while interest rates on other types may lag behind changes in market interest rates. We consider the anticipated effects of these factors when implementing our interest rate risk management objectives.
Interest Rate Sensitivity
We monitor interest rate risk through the use of a simulation model that provides us with the ability to simulate our net interest income. In order to measure, at
March 31, 2018
, the sensitivity of our forecasted net interest income to changing interest rates, both rising and falling interest rate scenarios were projected and compared to base market interest rate forecasts. One application of our simulation model measures the impact of market interest rate changes on the net present value of estimated cash flows from our assets and liabilities, defined as our market value of equity. This analysis assesses the changes in market values of interest rate sensitive financial instruments that would occur in response to immediate and parallel changes in market interest rates.
The impacts on our net interest income and market value of equity exposed to immediate and parallel hypothetical changes in market interest rates as projected by the model we use for this purpose are illustrated in the following table:
March 31, 2018
December 31, 2017
Simulated Rate Changes
Estimated Net
Interest Income
Sensitivity
Market Value
Of Equity
Volatility
Estimated Net
Interest Income
Sensitivity
Market Value
Of Equity
Volatility
+ 200 basis points
2.47
%
(5.26
)%
2.18
%
(4.42
)%
+ 100 basis points
1.16
%
(2.58
)%
1.12
%
(2.08
)%
- 100 basis points
(1.76
)%
1.92
%
(2.22
)%
1.00
%
- 200 basis points
(8.66
)%
1.97
%
(8.56
)%
0.60
%
75
Table of Contents
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We conducted an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer determined that our disclosure controls and procedures were effective as of March 31, 2018.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
In the normal course of business, the Company is involved in various legal claims. The Company has reviewed all legal claims against us with counsel and have taken into consideration the views of such counsel as to the potential outcome of the claims in determining our accrued loss contingency. Accrued loss contingencies for all legal claims totaled approximately $420 thousand at
March 31, 2018
. It is reasonably possible the Company may incur losses in addition to the amounts currently accrued. However, at this time, the Company is unable to estimate the range of additional losses that are reasonably possible because of a number of factors, including the fact that certain of these litigation matters are still in their early stages and involve claims for which, at this point, the Company believes have little to no merit. Management has considered these and other possible loss contingencies and does not expect the amounts to be material to the consolidated financial statements.
Item 1A.
Risk Factors
Management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended
December 31, 2017
. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part 1, Item 1A , of the Annual Report on Form 10-K for the year ended
December 31, 2017
, which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price. The risks described in the Annual Report on Form 10-K and the Quarterly Report on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not presently known to management or that management presently believes not to be material may also result in material and adverse effects on our business, financial condition and results of operations.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not Applicable.
Item 5.
Other Information
None
Item 6.
Exhibits
See “Index to Exhibits.”
77
Table of Contents
INDEX TO EXHIBITS
Exhibit Number
Description
3.1
Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 17, 2011*
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
__________________________________
*
Filed herewith
78
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOPE BANCORP, INC.
Date:
May 7, 2018
/s/ Kevin S. Kim
Kevin S. Kim
President and Chief Executive Officer
Date:
May 7, 2018
/s/ Alex Ko
Alex Ko
Executive Vice President and Chief Financial Officer
79